Statement re: Possible Offer for Condor Gold plc

Metals Exploration plc (AIM: MTL) ("Metals Exploration" or the "Company") notes yesterday's announcement by Condor Gold plc (AIM:CNR; TSX:COG) ("Condor") and confirms that it is in advanced-stage discussions with the Board of Condor regarding a possible offer by the Company to acquire the entire issued and to be issued ordinary share capital of Condor (the "Possible Offer").

There can be no certainty that any firm offer will ultimately be made, nor as to the terms on which any offer might be made. This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code, nor does it impose any obligations on the Company to make an offer.

Any firm offer, if made, would constitute a substantial transaction for the Company pursuant to Rule 12 of the AIM Rules for Companies (the "AIM Rules").

Rule 2.6(a) of the Code requires that the Company, by no later than 5.00 p.m. on 29 December 2024, being the 28th day following the date of Condor's announcement of the Possible Offer, either announces a firm intention to make an offer for Condor in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.

As a consequence of Condor's announcement regarding, inter alia, the Possible Offer, an 'Offer Period' has now commenced in respect of Condor, in accordance with the rules of the Code. The attention of Condor's and the Company's shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

Loan Facility and Related Party Transaction

Metals Exploration further announces that it has entered into an unsecured bridging term loan facility for the sum of £5.5 million (c.US$7.0 million) with Drachs Investments No. 3 Limited ("Drachs") (the "Facility") in connection with the Possible Offer.

The Facility carries an interest rate of 10% per annum which shall accrue daily on the outstanding balance of the loan. The Facility is unsecured and the Company shall repay the loan and accrued interest in full by 31 January 2025, or immediately in the event that the Possible Offer is terminated.

Drachs, which holds approximately 18.37% of the Company's existing issued share capital, is a substantial shareholder, and accordingly is a related party under the AIM Rules. The Facility is therefore deemed a related party transaction pursuant to the AIM Rules. The independent Directors of the Company, being Nick von Schirnding, Darren Bowden, Steven Smith, Timothy Livesey and David Cather, having consulted with Strand Hanson Limited, the Company's Nominated Adviser, consider the terms of the related party transaction to be fair and reasonable insofar as shareholders of the Company are concerned.

A further announcement(s) will be made in due course, as and when appropriate.

Rule 2.9 information