MRG METALS LIMITED — M&A Activity 2013

Mar 14, 2013

15 MARCH 2013 ASX ANNOUNCEMENT

MRG IS PLEASED TO ANNOUNCE THE ACQUISITION OF SASAK RESOURCES AUSTRALIA PTY LTD

Company Information Directors

Albert Pietrzak Non Executive Chairman

• NEW TENEMENT ACQUISITIONS IN WESTERN AUSTRALIA & QUEENSLAND

• ADDITION OF KEY PERSONNEL TO BOARD

• ACCESS TO SPECIALISED TARGET IDENTIFICATION TECHNOLOGY

The transaction diversifies MRG Metals Ltd ('MRG') into copper exploration (Iron-Oxide-Copper-Gold) in the Mount Isa Belt in Queensland, as well as frontier gold exploration in the East Yilgarn of WA, where Sasak Resources Australia Pty Ltd ('Sasak') holds 2,000 sq km of unexplored greenstone belt. The Yilgarn has produced greater than 260 million ounces of gold.

Sasak Executives will add extensive Minerals Industry experience to the MRG Board.

Sasak Executives will provide technical services to MRG for 2 years, including the application of their in-house proprietary data-mining technology to optimise the exploration outcomes on MRG’s combined tenements. They will also provide technical assessment of specific corporate growth opportunities that have been presented to MRG.

MRG will also have first right of refusal on new projects generated by Sasak Executives for 2 years.

Keith Weston Managing Director

Andrew Van Der Zwan Non Executive Director

Shane Turner Non Executive Director & Company Secretary

MRG aspires to become an investment of choice, focused on: The discovery of gold, base metals and other commodities which fit its growth strategy

ABN: 83 148 938 532 ASX Code: MRQ Level 1, 1-3 Bath Lane Ballarat, VIC 3350 PO Box 237 Ballarat, VIC 3353 Phone: +61 3 5330 5800 Phone: (Mel) +61 3 9642 8575 Fax: +61 3 5333 1667 Website: www.mrgmetals.com.au Email: info@mrgmetals.com.au

Quick Facts

as at 14 March 2013 Shares on Issue: 88 million Market Cap: A$18 million Options: 44 million Cash in Bank: approx. A$3.6 million Debt: Nil

Current Projects:

ABOUT SASAK

Sasak is a privately owned Australian company, founded in 2010 by four highly experienced mineral explorers and mine developers, with the aim of discovering ore bodies under younger cover sequences. Most of the large, outcropping ore bodies have been discovered in Australia. Their in-house proprietary data mining technology drives their core business, which is the application of data mining techniques including predictive analytics using hundreds of GIS layers of information to generate and commercialise high potential/high value exploration targets. They have one of Australia's largest private geo-scientific databases comprising over 10 terabytes of data.

Kalgoorlie East (Gold, Nickel) Collie South (Coal) Xanadu (Gold) Braemore (Gold, Copper) Fraser Range (Gold, Base metals)

Royalty Interest

Diorite (Gold) Bell Chambers (Gold, Copper) Mulgul (Gold, Copper)

ASX ANNOUNCEMENT 15 MARCH 2013

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Their software provides a unique competitive advantage to see through these cover sequences, with a focus on geochemistry and structural control to generate new exploration targets that will drive the next wave of mineral discoveries.

Sasak Executives bring with them a track record of key involvement in exploration discoveries around the Asia-Pacific including Sepon (Cu/Au Laos), Mina Justa/Costancia (Cu Peru), Escondida Brownfields (Cu/Au Chile), Costerfield Brownfields (Au/Sb Victoria), and in the development of Spence (Cu/Au Chile).

SASAK PROJECTS

Western Australia

To date, the Yilgarn has produced greater than 260 million ounces of gold from greenstone host rocks and all of the known Yilgarn greenstone belts are endowed for gold (Figure 1). Sasak holds 100% of granted Exploration Licences over 2,000 square kilometres of unexplored Yilgarn greenstone.

In addition, Sasak has an exploration licence application at Loongana, within the Albany Fraser Orogen, the same geological province that hosts the Tropicana Gold Deposit and the Nova Nickel Discovery. Their modelling indicates a suitable geological environment for a substantial platinum - nickel - copper deposit.

Queensland

Sasak has internally validated its generative predictive analytical techniques for Iron Oxide Copper Gold (IOCG) deposits, identifying three high potential IOCG targets on open ground within the Mount Isa Block. These three areas are now under Exploration Licence (EL) Application (Figure 2).

SASAK PERSONNEL

Sasak Director, Mr Chris Gregory is to join the Board of MRG and will provide additional technical and executive expertise. Mr Gregory has extensive global minerals industry experience over 30 years, including 22 years with Rio Tinto in a number of Technical and Executive Roles. He currently oversees the Exploration and Corporate Development functions in Australasia for Mandalay Resources Corporation (TSX: MND).

Sasak Managing Director, Mr Adrian Manger, will also join the MRG Board within two years. Mr Manger has over 20 years of global minerals industry experience, including 19 years in senior Finance and Executive roles at BHP Billiton.

Sasak Chief Technical Officer, Mr Alfred Eggo, who has over 30 years of technical excellence, including 16 years with Rio Tinto, will be responsible for using their in-house proprietary data mining technology on MRG's existing projects and for further project generation. Mr Eggo has core skills in geochemistry with a focus on the management and interrogation of massive geotechnical databases to support mineral exploration.

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TERMS OF THE ACQUISITION

The transaction has three components:

1. Share Sale Agreement - The purchase of all of the shares on issue in Sasak through the issue of MRG fully paid ordinary shares, 15 million shares subject to a voluntary escrow period of 12 months, a further 15 million shares subject to a voluntary escrow period of 24 months and an additional 15 million shares subject to a voluntary escrow period of 36 months;

2. Technical Services Agreement - Utilising their technology to optimise the exploration process on the combined MRG portfolio, and reviewing new corporate growth opportunities that have first been presented to MRG for 24 months; and

3. Project Generation Agreement - Providing MRG first right of refusal to secure new projects generated by Sasak executives to grow MRG for 24 months.

MRG and the shareholders of Sasak will enter into a conditional Share Sale Agreement ('SSA'). Completion of the SSA will be subject to and conditional on MRG shareholder approval. The consideration for all the shares in Sasak is the issue of fully paid MRG shares, 15 million shares subject to a voluntary escrow period of 12 months, a further 15 million shares subject to a voluntary escrow period of 24 months and an additional 15 million shares subject to a voluntary escrow period of 36 months.

Mr Chris Gregory will be offered appointment as a Non-Executive Director of MRG within 7 days after approval by MRG shareholders of the proposed transaction.

MRG and a newly incorporated company, Sasak Technical Services Pty Ltd, will enter into a Technical Services Agreement ('TSA'), whereby Sasak Technical Services Pty Ltd will be a technical consultant to enable MRG to optimise the exploration of its portfolio of tenements, assist MRG to obtain applicable government rebates and provide nominated key personnel for promotional activities. The term of the TSA will be 24 months with a $17,500 monthly fee payable by MRG. The TSA is to be conditional on completion of the SSA.

Sasak executives will continue to generate and commercialise exploration projects, which they will undertake on a self-funded basis. MRG and a newly incorporated company, Sasak Minerals Pty Ltd, will enter into a Project Generation Agreement ('PGA'), under which Sasak Minerals Pty Ltd must offer MRG a first right of refusal over any new projects generated under the PGA. The PGAwill be conditional on completion oftheSSA.

A Shareholder meeting is planned for April/May, to seek endorsement of the acquisition and Board changes.

MRG Director, Mr Andrew Van Der Zwan comments that: "the Sasak GIS based data-mining methodology enables them to predict resource location and size to levels of accuracy never previously achieved. Their methodology could change the way that mineral exploration is carried out in Australia and other parts of the World and utilising this technology on MRG's existing portfolio, will assist in unlocking the potential at our Xanadu and Fraser Range projects".

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The exploration licences that comprise the acquisition are shown below in Figures 1 & 2.

Western Australian Projects Locations

East Yilgarn Greenstone - 13 Exploration licences covering over 2,000 square kilometres Yeo Lake Greenstone - E38/2554 application Loongana (Albany Fraser Orogen) - E69/3104 application (not shown on image)

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Queensland Projects Locations

Davenport Downs - EPM19306 application Squirrel Hill - EPM19470 application Pulchera - EPM19471 application

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Keith Weston Managing Director

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