MRG METALS LIMITED — Capital/Financing Update 2017

Dec 14, 2017

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ASX and Media Release: 15 December 2017 ASX code: MRQ

Share Placement Notice under Section 708A(5)(e) of the Corporations Act and ASX Listing Rule 3.10.5

MRG Metals Limited (" MRG ") refers to its ASX Announcement dated 13 December 2017 and advises that it has successfully completed the share placement (referred to in that Announcement) and issued a total of 48,000,000 fully paid ordinary shares to institutional and sophisticated investors at a price of $0.005 per share, raising $240,000 before costs (" Placement Shares 7.1 "), and a total of 32,000,000 fully paid ordinary shares to institutional and sophisticated investors at a price of $0.006 per share, raising $192,000 before costs (" Placement Shares 7.1A ").

The Placement Shares 7.1 were issued pursuant to Listing Rule 7.1 whereas the Placement Shares 7.1A were issued pursuant to Listing rule 7.1A on 15 December 2017.

Share Placement Notice under Section 708A(5)(e) of the Corporations Act

• For the purposes of section 708A(6) of the Corporations Act 2001 (Cth) (" Act "), MRG advises that:

• the Placement Shares 7.1 and the Placement Shares 7.2 (“ Share Placement ”)were issued without disclosure to investors under Part 6D.2 of the Act;

• this notice is being given pursuant to section 708A(5)(e) of the Act;

• as at the date of this notice, MRG has complied with:

  • the provisions of Chapter 2M of the Act as they apply to MRG; and

  • section 674 of the Act; and

• as at the date of this notice, there is no information that is "excluded information" (within the meaning of sections 708A(7) and 708A(8) of the Act).

Information disclosed under ASX LR 3.10.5A and 7.1A.4(b)

Pursuant to Listing Rule 3.10.5A and with respect of the Placement Shares 7.1A, MRG provides the following information:

• (a) The Placement Shares 7.1A of 32,000,000 shares were issued to institutional and sophisticated investors pursuant to Listing Rule 7.1A (representing 8% of the postplacement capital). None of the pre-placement security holders participated in the Share Placement. Hence, the pre-placement security holders’ ordinary shareholding in MRG was diluted by the issue of the share placement. Details of the dilution to the preplacement security holders of ordinary shares in MRG caused by the Share Placement are set out below:

MRG Metals Limited ABN: 83 148 938 532 / ASX Code: MRQ Phone: +61 3 5330 5800 / Fax: +61 3 5330 5890

12 Anderson Street West, Ballarat VIC 3350 / PO Box 237 Ballarat VIC 3353 www.mrgmetals.com.au / info@mrgmetals.com.au

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1.	Number of fully paid ordinary shares on issue pre-placement	320,779,759
2.	Number of placement shares issued under Listing Rule 7.1	48,000,000
3.	Number of placement shares issued under Listing Rule 7.1A	32,000,000
4.	Total number of shares on issue post-placement (1+2+3)	400,779,759
5	Percentage of post-placement shares held by pre-placement securityholders	80%

• (b) MRG issued the Placement Shares 7.1A as a placement under Listing Rule 7.1A rather than rights issue or issue in which pre-placement security holders can participate because funds could be raised by share placement in a shorter timeframe and more cost efficiently at the time. Additionally, it also provided the Company certainty of raising the amount of capital.

• (c) The placement was not underwritten.

• (d) A 6% fee on funds raised was incurred by MRG in connection with the placement with respect to the Placement Shares 7.1A.

An Appendix 3B for the issue of the Placement Shares 7.1 and 7.1A is attached.

Yours faithfully,

SHANE TURNER Director/Secretary

MRG Metals Limited ABN: 83 148 938 532 / ASX Code: MRQ Phone: +61 3 5330 5800 / Fax: +61 3 5330 5890

12 Anderson Street West, Ballarat VIC 3350 / PO Box 237 Ballarat VIC 3353 www.mrgmetals.com.au / info@mrgmetals.com.au

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

MRG METALS LIMITED

ABN

83 148 938 532

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Fully Paid Ordinary Shares be issued 2 Number of[+] securities issued or 80,000,000 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully Paid Ordinary Shares +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	Yes
	48,000,000 @ $0.005 per share 32,000,000@ $0.006per share
	To progress the exploration program of the Company's projects, for the Company's working capital requirements and to pursue new opportunities.
	Yes
	28 November 2017
	48,000,000

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	32,000,000
	Nil
	Nil
	Yes. 15 day VWAP - $0.0079 75% of 15 day VWAP - $0.0059 Issue price - $0.006 Source – Orient Capital
	Not Applicable
	Rule 7.1 - 116,964 Rule 7.1A – 77,976
	15 December 2017

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Number +Class 8 Number and +class of all 400,779,759 Ordinary shares +securities quoted on ASX ( including the +securities in 72,978,404 15 cent listed options section 2 if applicable) exercisable expiring on 31 August 2020 Number +Class 9 Number and +class of all Nil +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a No dividend envisaged at present trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions

• See chapter 19 for defined terms.

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18	Names of countries in which the
	entity has security holders who
	will not be sent new offer
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)

• See chapter 19 for defined terms.

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30 How do security holders sell their entitlements in full through a broker? 31 How do security holders sell part of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one ) (a) +Securities described in Part 1 (b)[All other ][+][securities ] Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000

• See chapter 19 for defined terms.

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100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which +quotation is sought

• 39 +Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities?

If the additional[+] securities do not rank equally, please state:

• the date from which they do

• • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

• See chapter 19 for defined terms.

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• 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ (Director/Company secretary)

Date:15 December 2017

Print name: SHANE TURNER

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary 315,224,203 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities Nil issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid[+] ordinary securities issued in that 12 month period with 5,555,556 shareholder approval

• • Number of partly paid[+] ordinary securities that became fully paid in that Nil 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 320,779,759

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	48,116,964
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	48,000,000
“C”	48,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	48,116,964
Subtract“C” Note: number must be same as shown in Step 3	48,000,000
Total[“A” x 0.15] – “C”	116,964 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 320,779,759 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D”

0.10

Multiply “A” by 0.10

Note: this value cannot be changed 32,077,976

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued 32,000,000 or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

• “E” 32,000,000

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	32,077,976
Subtract“E” Note: number must be same as shown in Step 3	32,000,000
Total[“A” x 0.10] – “E”	77,976 Note: this is the remaining placement capacity under rule 7.1A

== == == == ==

• See chapter 19 for defined terms.

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