Uranium Earn-in Agreement with Mkango

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is for information purposes only and is not a prospectus and not an offer of securities for sale in any jurisdiction, including in the United States, Australia, Canada, Japan and South Africa.

29 April 2019

MetalNRG plc

(The "Company" or “MetalNRG”)

      Earn-in Agreement with Mkango Resources Limited in connection with an uranium project in Malawi

MetalNRG plc (NEX:MNRG) today announces that the Company and Mkango Resources Limited, a company dual-listed on the TSX-Venture Exchange and the AIM market of the London Stock Exchange (“Mkango”) have entered into a Non-Binding Heads of Terms Agreement (the “Heads of Terms Agreement”), setting out their intention to enter into an earn-in agreement (the “Transaction Agreement”) for MetalNRG to earn up to 75% of the economic interest in the Thambani Licence controlled by Mkango in Southern Malawi over a 3 year period. The Thambani Licence entitles Mkango to conduct exploration activities over certain territory in Southern Malawi for uranium, niobium and tantalum.

The Heads of Terms Agreement provides that the parties will enter into the Transaction Agreement on or before 30th June 2019. Under the proposed Transaction Agreement:

• MetalNRG must spend, within 12 months of the date of the Transaction Agreement, US$500,000 on exploration within the Thambani project area in Malawi, in connection with drilling approximately 1,500 metres on the exploration area covered by the Thambani Licence (the “Initial Workplan”).  The details of the Initial Workplan will be determined in conjunction with Mkango. The completion of this Initial Workplan shall entitle MetalNRG to a 25% economic interest in the uranium assets and operations which are the subject of the Thambani Licence.
   
• After the completion of the Initial Workplan, MetalNRG may elect to explore and develop further the exploration area covered by the Thambani Licence by spending a further US$700,000 over the following 12 months (the “Second Workplan”). The completion of the Second Workplan shall entitle MetalNRG to a 49% economic interest in the uranium assets and operations which are the subject of the Thambani Licence.
   
• Following the completion of the Second Workplan, MetalNRG may elect to spend a further US$800,000 over the following 12 months to develop the exploration area covered by the Thambani Licence (the “Third Workplan” and together with the Initial Workplan and the Second Workplan, the “Workplans”). The completion of the Third Workplan shall entitle MetalNRG to a 75% economic interest in the uranium assets and operations which are the subject of the Thambani Licence.

• Mkango to have right of first refusal on a 100% offtake of the Uranium and other minerals.
   
• If, following MetalNRG’s initial expenditure of  US$500,000 and the completion of the Initial Workplan, MetalNRG is not satisfied with the exploration results produced during the first 12 months, , it may elect, at its sole discretion, to discontinue future funding of the Second and Third Workplans, but it will retain a 25% economic interest in the uranium assets and operations which are the subject of the Thambani Licence . 

Subject to MetalNRG electing to discontinue future funding of the Second and Third Workplans, Mkango shall have the right to seek third party investment in order to raise sufficient capital to develop further the exploration area covered by the Thambani Licence. MetalNRG’s 25% economic interest will be diluted down when further exploration / development expenditure is made by Mkango or a third party.
 

Rolf Gerritsen CEO of MetalNRG said " The Heads of Terms Agreement entered into with Mkango enables us to position the Company as a focused uranium play with an exciting exploration opportunity in Thambani. The combination of the Thambani project along with our, close to production, uranium project in the Kyrgyz Republic will put MetalNRG in a strong position in the London market."

Certain information contained in this announcement may have been deemed inside information for the purposes of Articles 7 of Regulation (EU) No 596/2014 until the release of this announcement.

Rolf Gerritsen, CEO of MetalNRG, arranged for the release of this announcement.

The directors of the Company accept responsibility for the contents of this announcement.

For further information, please contact:

MetalNRG PLC Rolf Gerritsen (Chief Executive Officer)	[phone]
NEX Exchange Corporate Adviser PETERHOUSE CAPITAL LIMITED Guy Miller/Mark Anwyl	[phone]
Corporate Broker SI CAPITAL Nick Emerson	[phone]