MRG Metals Signs Binding Joint Venture Agreement to Develop Mozambique Heay Minerals Sands Project

Price Sensitive Announcement – 13 June 2024

MRG Metals Limited (“MRG” or “the Company”) (ASX Code: MRQ) is pleased to announce that on 12
June 2024 it entered into a Binding Joint Venture Agreement (JVA) with Sinowin Lithium (HK) Co., Ltd
and SINOWIN Lithium Cobalt（ShenZhen）Ltd (“SLC”) to develop its Mozambique Corridor Sands
projects (Corridor Central and Corridor South) and its other Mozambique Heavy Mineral Sands (“HMS”)
projects.

Key Highlights:
MRG is to be free carried, including all capital expenditure and operating expenditure, through to
440,000 tonnes of annual concentrate production. MRG shall retain equity of 30% of the JV Company(s)
through mine start-up at 110,000 tonnes of annual concentrate production, reducing during production
expansion to a floor equity of 20% when the JV production has grown to 440,000 tonnes of annual
concentrate.

MRG and SLC had earlier entered into a Non-Binding Memorandum of Understanding (“MOU”) on 6
March 2024. SLC sent geological, construction and design teams to Mozambique in April 2024 to carry
out Due Diligence and commence design work.

The Due Diligence was successfully completed in early May 2024. The parties worked together in good
faith to finalise the formal Joint Venture Agreement, including the JV Company(s) structure, on terms
consistent with the Non-Binding MOU.

SLC will provide an initial US$80,000, representing two months payment for MRG’s part in progressing
JV operations, while the formal processes of setting up the JV Company/s are completed. This initial
payment comprises USD$15,000 per month to the MRG Board, together with an estimated USD$25,000
per month to cover in-country costs in Mozambique, the use of funds to assist with grant of the Mining
Licence Applications and development of the Project.

Upon setting up the JV Company/s, SLC will provide an immediate initial investment of USD$3 million
and once spent, an additional USD$3 million to progress mine approvals, design and project economic
analysis into construction phase.

SLC and MRG have been working together during the Due Diligence period to fast track the necessary
feasibility and mine design plans required to update the Mining Licence applications. A Feasibility Study
is substantially progressed and will be finalized shortly.

A Joint Venture Company (“JVC”) based in Hong Kong will be formalised in the coming weeks.

MRG has agreed to a drag-along clause, with a conditional acquisition of MRG’s JVC equity for a
minimum of USD$50 million.

Through this joint venture, MRG is partnering with a company with prior international (Canada) mine
development experience and the funding necessary to bring a mine to production without external
funding (Refer “About SLC” below).

Key Terms of the Offtake Agreement

• • SLC shall be the Offtaker for all HMS products from the Initial Corridor Sands Project.

• • The offtake price will be fixed with reference to the export prices of the same quality HMS which
    is being processed by other companies in Mozambique and the JV shall coordinate an
    independent review mechanism agreeable to both Parties.

• • The JV company shall pay 5% sales commission for the offtake agreement.

MRG Chairman, Mr Andrew Van Der Zwan, said:
“We are extremely pleased to establish this Joint Venture with SLC, a partner that shares our vision of
developing this huge resource to the benefits of all stakeholders, including the local communities in
Mozambique. SLC brings significant mining experience and capital capacity following its successful
investment in the Moblan Lithium Mine and has been pursuing new development opportunities with
even larger scope and upside to replicate this success.

The journey for MRG has been a long one, but we have remained focussed on advancing the Corridor
Sands Project, which offers multi-decade resource capacity and an exceptional infrastructure base,
including access to water, electricity, manpower and importantly proximity to port, which we recently
updated the market about (refer ASX Announcement 9 May 2024). We anticipate the operating costs
upon development will be in the leading quartile for low-cost production globally. The high base grade
will ensure a low cost to value concentrate operation, one which our partner is well positioned to
optimise given relationships with downstream processors in mainland China.

We thank our shareholders for their patience and hope that existing and new shareholders are rewarded as the JV company moves aggressively towards production. Our partner has already, in good faith, spent considerable time and money during the Due Diligence period and final JV structure negotiations. The Due Diligence was extremely thorough and included the involvement of design engineers and construction consultants. This work will enable the JV to resubmit the proposed mining development and feasibility plan to INAMI and set an internal goal of first production by the end of 2025.

The ongoing funding of most of our in-country and administrative expenses during this period is
testament to the effective working relationship we have built over the last 4 months and recognition of
the significant role our people will play in bringing this project to construction phase.”

The free-carried nature of project funding from this point on is an important shareholder consideration.

Full ASX Announcement: https://wcsecure.weblink.com.au/pdf/MRQ/02816902.pdf