Mr. Mark Child reports

FURTHER STATEMENT RE POSSIBLE OFFER

The board of Condor Gold PLC has noted the announcement made earlier today by Metals Exploration PLC clarifying the terms of a possible offer, which is set out in full below, and confirms that it continues to be in discussions with that company as announced earlier.

It is also noted that, in relation to the irrevocable undertaking as referred to below, Galloway Ltd., has informed the board of Condor that this was provided in contemplation of a recommended offer from that party and that until and unless that is the case, it reserves all its rights in relation thereto.

The full text of the announcement referred to above is as follows.

Metals Exploration is pleased to confirm, further to its announcement earlier today, details of an irrevocable undertaking received and the proposed consideration in respect of its possible offer. Pursuant to the possible offer, each Condor shareholder would be entitled to fixed consideration comprising of 4.0526 new ordinary shares of 0.01 pence each in the capital of Metals Exploration and 9.9 pence in cash for each Condor share held.

Based on the closing middle-market price per Metals Exploration share on Nov. 29, 2024 (being the last business day prior to this announcement), the fixed consideration values Condor's existing issued ordinary share capital at approximately 67.5 million British pounds, representing approximately 33.0 pence per Condor share.

In addition, pursuant to the terms of the possible offer, each Condor shareholder would be entitled to receive one contingent value right (CVR), which would entitle them to their pro rata share of $18 (U.S.) per ounce (to be paid in British pounds at the prevailing exchange rate at the time of payment) of additional contained gold JORC mineral resource discovered in excess of Condor's base-case mineral resource estimate at the Condor group's La India, Rio Luna and Estrella projects (subject to a cap of 1.6 million ounces), over the five-year period following the earlier of: (i) the first date upon which a suitable drilling rig to carry out certain agreed work commitments has been mobilized to the La India project (as agreed with an independent CVR representative); and (ii) six months following the proposed scheme of arrangement's effective date (or equivalent). Payments due under the CVR would be settled by way of the issue of either new Metals Exploration shares or loan notes issued by Metals Exploration with a maturity of six months and one day after their date of issue, or a combination thereof, at Metals Exploration's sole election, following the third and fifth anniversaries of the CVR commencement date.

Accordingly, the maximum potential CVR consideration payable pursuant to the possible offer, would amount to $28.8-million (U.S.) (approximately 22.6 million British pounds at the prevailing exchange rate), representing 11.1 pence per Condor share. Accordingly, the fixed consideration and the maximum CVR consideration (at the prevailing exchange rate), in aggregate, would amount to approximately 90.1 million British pounds, representing approximately 44.1 pence per Condor share.

The CVRs are complex instruments and a number of factors will determine the amount, if any, that would ultimately be paid to Condor shareholders by way of the contingent value rights if the possible offer is made on the terms set out herein.

There can be no certainty that any firm offer will ultimately 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.

Irrevocable undertaking

Metals Exploration has received an irrevocable undertaking from Galloway to vote (or procure the vote) in favour of, or accept (or procure the acceptance of) (as applicable), the proposed acquisition by or on behalf of the company of all the issued and to be issued shares in Condor, whether implemented by way of a scheme of arrangement or a contractual offer (whether on the terms of the possible offer or including any revision or variation in the terms of any such acquisition which may be made by or on behalf of the company from time to time), provided that the company has announced the acquisition under Rule 2.7 of the code by 5 p.m. on Dec. 4, 2024 (or such later time and/or date as the company and Condor may agree).In addition, the irrevocable undertaking provides that Galloway shall vote against any resolution to approve any transaction or other corporate action that is proposed in competition with or that might reasonably be expected to otherwise frustrate, impede or delay the possible offer.

Galloway is beneficially owned by Jim Mellon, non-executive chair of Condor. The irrevocable undertaking is in respect of Galloway's entire existing holding of 50,512,597 Condor shares (representing approximately 24.7 per cent of Condor's existing issued ordinary share capital), together with any Condor shares that would be issued upon the exercise of the 892,857 warrants over Condor shares, which are currently also held by Galloway (representing approximately a further 0.4 per cent of Condor's existing issued ordinary share capital).