Mr. Mark Child reports

RESULTS OF COURT MEETING AND GENERAL MEETING FOR THE ACQUISITION OF CONDOR GOLD PLC BY METALS EXPLORATION PLC

On Dec. 4, 2024, the boards of Condor Gold PLC and Metals Exploration PLC (MTL) announced that they had reached agreement on the terms and conditions of a recommended offer for the entire issued and to be issued ordinary share capital of Condor Gold by MTL.

The acquisition is being implemented by way of a court-sanctioned scheme of arrangement between the company and Condor ordinary shareholders, pursuant to Part 26 of the Companies Act 2006. Capitalized terms in this news release, unless otherwise defined, have the same meanings as set out in the scheme document published on Dec. 11, 2024, in connection with the acquisition. All references to times in this news release are to London times unless otherwise stated. The scheme document contained, among other things, a letter from the chair of Condor, the full terms and conditions of the scheme, an explanatory statement pursuant to Section 897 of the Companies Act, an expected timetable of principal events, notices convening the court meeting and the general meeting, and details of the actions to be taken by scheme shareholders.

Results of court meeting and the general meeting

The company is pleased to announce that the company's court meeting and general meeting were held earlier today and that all resolutions were duly passed.

At the court meeting, as more particularly described below, the requisite majority in number of scheme shareholders who voted (either in person or by proxy) and who together represented more than 75 per cent of the voting rights of those Condor Gold shares voted, voted in favour of the resolution to approve the scheme. The resolution was accordingly passed.

At the general meeting, as more particularly described below, the requisite majority of Condor Gold shareholders voted to pass the special resolution approving the acquisition and an amendment to the Condor Gold articles of association.

Full details of the resolutions that were proposed are set out in the notices of the court meeting and general meeting contained in the scheme document.

Court meeting

The first meeting, convened in accordance with an order of the court dated Dec. 9, 2024, sought approval from scheme shareholders for the scheme.

A majority in number of scheme shareholders who voted (either in person or by proxy), representing 99.41 per cent by value of those scheme shares voted, voted in favour of the resolution to approve the scheme. Accordingly, the resolution proposed at the court meeting was duly passed. An attached table sets out the result of the poll at the court meeting.

General meeting

The results of the poll at the general meeting are set out in an attached table. Each Condor Gold shareholder present in person or by proxy was entitled to one vote for each Condor Gold share held at the scheme voting record time.

Effective date and expected timetable

Completion of the acquisition remains subject to the satisfaction or, if applicable, waiver of the remaining conditions set out in Part 3 of the scheme document, including the passing of the MTL resolution to approve the allotment and issue of the new MTL shares at the MTL general meeting to be held on Jan. 9, 2025, and the sanction of the scheme by the high court at the sanction hearing, which is expected to take place on Jan. 13, 2025. Subject to the satisfaction or waiver of the remaining conditions, the scheme is expected to become effective on Jan. 15, 2025.

The expected timetable of principal events relating to the scheme remains as set out in the scheme document. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Condor Gold shareholders by way of an announcement through a regulatory information service.

We seek Safe Harbor.