Metals Exploration Regulatory News (MTL)

For immediate release

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction where

TO DO so would constitute a violation of the relevant

LAWS OR regulations of such jurisdiction

8 March 2011

SOLOMON CAPITAL LIMITED

Letter from Solomon Capital Limited in relation to the Cash Offer by Strand Hanson Limited on behalf of Solomon Capital Limited for the entire issued and to be issued

ordinary share capital of Metals Exploration plc

not already owned by Solomon Capital Limited

1 Introduction

The Directors of Solomon are pleased to announce that the Company has today entered into a subscription and shareholders' agreement with, inter alia, Metals Exploration and certain Metals Exploration Shareholders which will allow Solomon to close the Offer and afford Accepting Shareholders the Right to Rescind. Further details are set out below and in the Circular being sent today to Metals Exploration Shareholders and to Accepting Shareholders.

On 23 July 2010, Solomon announced a cash offer for the entire issued and to be issued share capital of the Company not already owned by it at 13p per share, valuing the Company, including "in the money" Metals Exploration Share Options and Warrants, at approximately £35.76m.

On 20 August 2010, Solomon published the Offer Document setting out the formal terms of the Offer and, on 6 September 2010, declared the Offer wholly unconditional holding (together with persons acting in concert with it) approximately 53.97 per cent. of the entire issued share capital of the Company at that time. As at the date of this announcement, Solomon owns 180,706,958 Metals Exploration Shares, representing approximately 67 per cent. of the entire issued share capital of the Company.

On 17 September 2010, Metals Exploration announced that certain Independent Shareholders had made a Written Submission to the Panel expressing concerns that a concert party comprising, amongst others, Solomon and Reef Securities was in existence at the time of the subscription by Solomon for Metals Exploration Shares in January 2009 and/or in May and July 2009 and that those subscriptions were in breach of Rule 9 of the City Code. Accordingly, if the Panel were to rule that a breach of Rule 9 had occurred at any of those times, a mandatory bid obligation might be triggered at a price higher than the Offer Price.

Pending review of that submission by the Panel, Solomon was required by the Panel to leave the Offer open for acceptance until further notice and not to make any further purchases of Metals Exploration Shares in the market other than as a result of acceptances of the Offer.

Since that time, the Panel has been conducting its investigations into the Allegations and, at the encouragement of the Panel, discussions have been ongoing between Solomon and representatives of the Complainant Shareholders with a view to resolving the dispute.

During the period that discussions have been ongoing, Solomon, and subsequently Shelfco, an associated company of Solomon and with whom Solomon is deemed to be acting in concert for the purposes of the City Code, have continued to provide funding for the ongoing operations of the Company. As set out in the Offer Document, on 19 August 2010, Solomon and the Company entered into an agreement under which Solomon agreed to provide a loan facility of £2,000,000 to the Company. On 12 November 2010, the Company entered into a facility agreement with Shelfco pursuant to which Shelfco made available to the Company a loan facility of £13,000,000 convertible, at the option of Shelfco, into Metals Exploration Shares at 13p per share. As at 7 March 2011, the latest practicable date prior to the publication of the Circular, £5,750,000 of the loan facility had been drawn down by the Company of which £2,000,000 was used to repay the earlier Solomon loan facility.

Agreement has now been reached between Solomon and the Complainant Shareholders such that, on Completion, the concerns raised in the Written Submission will be withdrawn. In light of this, the Panel has confirmed to Solomon and the Complainant Shareholders that, while it has not reached a ruling on the matter, it is satisfied that there is no requirement under the City Code for Solomon to revise the terms of its Offer.

Recipients of the Circular are also referred to the Metals Exploration Circular being sent today to existing Metals Exploration Shareholders and Accepting Shareholders convening the General Meeting to seek, amongst others, the approval of Independent Shareholders to the Agreement. Metals Exploration Shareholders holding:

(i) 28,388,314 Metals Exploration Shares, representing approximately 59.1 per cent. of the total number of Metals Exploration Shares held by the Independent Shareholders, have undertaken to vote in favour of the resolution to be proposed at the General Meeting to approve the Agreement; and

(ii) 250,299,820 Metals Exploration Shares, representing approximately 92.70 per cent. of the entire issued share capital of the Company, have undertaken to vote in favour of the remaining resolutions to be proposed at the General Meeting.

2 The Agreement

The Agreement is conditional on the approval in the General Meeting of the Independent Shareholders and on Admission. The principal terms of the Agreement are as follows:

Placing and Loan Conversion

At Completion, the Company will issue 92,307,692 new Metals Exploration Shares at 13p per share to raise £12,000,000 (before expenses), as follows:

• RHL will subscribe £10,000,000 for 76,923,077 new Metals Exploration Shares; and

• WDB will subscribe £2,000,000 for 15,384,615 new Metals Exploration Shares.

Simultaneously with the Placing the Company will draw down the balance of the Loan Facility (which as at 7 March 2011, being the latest practicable date prior to the publication of the Circular, was £7,250,000). Shelfco will then immediately convert the entire loan of £13,000,000 into 100,000,000 new Metals Exploration Shares at 13p per share.

The funds will be used by the Company for providing working capital generally and in connection with the Runruno Project with a view to working towards construction of the proposed mine with limited step out drilling.

Option Agreements

On Completion, the Company will enter into the Option Agreements pursuant to which the Company will grant options to both Solomon and RHL to subscribe for such number of new Metals Exploration Shares at 13p per share as will enable the Solomon Concert Party and the RHL Concert Party to hold 65 per cent. and 18 per cent. respectively of the issued share capital of Metals Exploration following exercise of the Option Agreements. The options will each be exercisable on more than one occasion by Solomon and RHL at any time during the period of four months from Completion. In addition, in circumstances where the exercise of a Right to Rescind by an Accepting Shareholder (or any other exercise of a right to subscribe for or convert into Metals Exploration Shares (including the Option Agreement with RHL)) would potentially result in the Solomon Concert Party holding in aggregate less than 50.1 per cent. of the entire issued share capital of the Company, the option granted to Solomon will be deemed to be automatically exercised over such number of Metals Exploration Shares as will result in the Solomon Concert Party holding in aggregate 50.1 per cent. of the fully diluted issued share capital of the Company following such rescission, subscription or conversion. At no time, therefore, will the holding of the Solomon Concert Party in Metals Exploration fall below 50.1 per cent. of the issued share capital of Metals Exploration whilst the Offer remains open for acceptance and, accordingly, the Offer will remain unconditional.

Shareholdings following Completion

The Solomon Concert Party (being Solomon, Shelfco and Reef Securities) and the RHL Concert Party (being RHL, Mr Edwards and WDB) are deemed to be acting in concert for the purposes of the City Code. As at the date of the Circular, the members of the Concert Party held the following Metals Exploration Shares:

No other member of the Solomon Concert Party or the RHL Concert Party currently holds any Metals Exploration Shares. Reef Securities holds Warrants further details of which are set out in the Circular.

Following Completion, and assuming no Accepting Shareholder exercises his Right to Rescind, the shareholdings of the members of the Concert Party will be as follows:

If the Option Agreement with Solomon is exercised by Solomon as envisaged above, Solomon will purchase an additional 56,581,902 Metals Exploration Shares at 13p per share, giving it a total holding of 237,288,860 Metals Exploration Shares.

Following Completion, and assuming all Accepting Shareholders exercise their Right to Rescind in full, the shareholdings of the Concert Party will be as follows:

If the Option Agreements are exercised by Solomon and RHL as envisaged above, Solomon will purchase an additional 308,733,367 Metals Exploration Shares and RHL will purchase an additional 52,000,000 Metals Exploration Shares resulting in them holding 434,987,312 and 128,923,077 Metals Exploration Shares respectively. In any event, the Option Agreement in favour of Solomon will be automatically exercised in circumstances where the exercise of any Right to Rescind would result in the aggregated shareholding of the Solomon Concert Party falling below 50.1 per cent.

Even if all Rights to Rescind are exercised in full, the Concert Party will hold at least 77.7 per cent. of the issued share capital of the Company. If the Option Agreements are exercised in full, then the Concert Party will hold 87.6 per cent. of the issued share capital of the Company.

Allegations

Under the Agreement and subject to Completion and the terms of the Agreement, WDB, Mr Catto, and the Minority Shareholders, inter alia:

• consent to the Offer proceeding at 13p per share; and

• agree that the provisions of the Agreement are in full and final settlement of all claims that, WDB, Mr Catto and the Minority Shareholders, or any of them, have or may have with respect to the Allegations or the facts or matters in connection with or arising out of the Allegations.

Metals Exploration Board following Completion

At the time of the Offer, the board of Metals Exploration comprised Ian Holzberger as Chairman, Jonathan Beardsworth as CEO and Tim Dean as a non-executive director. Since then, Mr Beardsworth has stepped down to become a non-executive director (as announced by the Company on 27 October 2010). On Completion, Edward Parsons and Richard Williams will join the Metals Exploration Board as non-executive directors nominated by Solomon. RHL will be entitled to appoint one director to the Metals Exploration Board on Completion. As at the date of this announcement, RHL has not identified who it proposes to appoint at or following Completion.

Running of the Company

Following Completion, Ian Holzberger, as executive Chairman, will continue to be responsible for the day to day running of the Company and its operations. Under the Agreement, the Company has undertaken not to carry out certain actions without the consent of both a majority of the Metals Exploration Directors and the consent of the director appointed by RHL. Further details of these covenants are contained in paragraph 4 of Appendix III of the Circular.

All shareholder resolutions of the Company will be proposed as special resolutions for so long as the aggregate holdings of the Solomon Entities and the RHL Entities is 70 per cent. or more of the issued share capital of the Company.

The Company will review whether to take steps to re-register as a private limited company and delist from AIM three months from Completion. At the end of this review there is no guarantee that the Company will choose to remain on AIM, and in view of the shareholdings of the Concert Party above, any proposed resolution to re-register will be passed if they vote in favour.

Termination of the Agreement

The Agreement has no fixed term but will terminate if, amongst others:

·; the RHL Entities no longer hold, in aggregate, such number of Metals Exploration Shares as is equal to or more than the RHL Percentage; or

·; by way of an arms' length transaction, voting control and all concomitant economic rights of both Solomon and Shelfco shall pass to a person who is not a Solomon Entity and, as a result of that transaction, majority control of, and the concomitant economic rights over, the Company are transferred to the third party purchaser of Solomon and Shelfco; or

·; by way of an arms' length transaction, voting control and all concomitant economic rights of RHL shall pass to a person who is not a RHL Entity and, as a result of that transaction, RHL Entities are unable to exercise the voting rights in respect of the RHL Percentage without the consent of the third party purchaser of RHL; or

·; the RHL Entities and the Solomon Entities together hold less than 50 per cent. of the issued share capital of the Company; or

·; the mid-market share price of the Company (as shown by the AIM Appendix to the Daily Official List) is in excess of 50p per Metals Exploration Share and stays above that price for a continuous period of three months; or

·; the aggregate shareholding of the Solomon Entities falls below 39.5 per cent. of the issued share capital of the Company.

Further details of the Agreement are set out in paragraph 4 of Appendix III of the Circular.

3 The Offer

As part of the agreed arrangements, and as required by the Panel, Solomon will offer Accepting Shareholders (which includes any holder of Warrants and Metals Exploration Share Options who has previously exercised such Warrants and Metals Exploration Share Options and accepted the Offer) the Right to Rescind until the Offer closes. The Right to Rescind is conditional on Completion, which is expected to take place immediately following the General Meeting, and is not exercisable prior to that date. Following Completion, any Accepting Shareholder will be permitted to exercise his Right to Rescind in respect of any or all of the Metals Exploration Shares for which he accepted the Offer at any time up to the date of closing of the Offer, which is currently expected to be 14 April 2011. Further details of the Right to Rescind are set out in paragraph 6 below.

As announced on 10 November 2010, the holder of 305,000 Metals Exploration Shares in which the Chairman of the Company has a beneficial interest, this being the Holzberger Family Trust, accepted the Offer. It is considered likely that the trustee of the Holzberger Family Trust will exercise its Right to Rescind.

Solomon also hereby gives notice to existing Metals Exploration Shareholders who have not accepted the Offer that, subject to Completion, the Offer will close on 14 April 2011. After that date the Offer will not be capable of acceptance in any circumstances.

4 United Kingdom taxation

The following statements are intended only as a general guide to certain UK tax considerations and do not purport to be a complete analysis of all potential UK tax consequences of exercising the Right to Rescind. They are based on current UK legislation and what is understood to be the current practice of HMRC as at the date of the Circular. Both of these may change, possibly with retroactive effect. They apply only to Accepting Shareholders who are resident for tax purposes in (and only in) the UK and who will, following any exercise of the Right to Rescind, hold their Metals Exploration Shares as an investment (other than under an individual savings account), and who will be the absolute beneficial owners of their Metals Exploration Shares. The tax position of certain categories of Accepting Shareholders who are subject to special rules (such as dealers in securities, insurance companies and collective investment schemes) is not considered.

Accepting Shareholders who are in any doubt about their tax position or who may be subject to tax in a jurisdiction other than the UK are strongly recommended to consult their own independent financial advisers.

Taxation liability

Accepting Shareholders who exercise their Right to Rescind should not be subject to capital gains tax or corporation tax on chargeable gains. However stamp duty will be payable by Accepting Shareholders who exercise their Right to Rescind, at the rate of 0.5 per cent., rounded up to the nearest £5 on the amount of the consideration returned to Solomon. Where the consideration returned is less than £1,000, no stamp duty will be payable.

5 Overseas Accepting Shareholders

(a) The exercise of the Right to Rescind by persons resident in, or nationals or citizens of, jurisdictions outside the United Kingdom or nominees of, or custodians or trustees for, citizens or nationals of other countries ("Overseas Accepting Shareholders") may be prohibited or affected by the laws of the relevant jurisdictions. Such Overseas Accepting Shareholders should inform themselves about and observe any applicable legal requirements. No person receiving a copy of the Circular and/or a Form of Rescission in any jurisdiction other than the UK may treat the same as constituting an invitation or offer to him, nor should he in any event use such Form of Rescission if, in the relevant jurisdiction, such Form of Rescission cannot lawfully be used without contravention of any relevant or other legal requirements. In such circumstances, the Circular and/or the Form of Rescission are deemed to be sent for information purposes only. It is the responsibility of such Overseas Accepting Shareholder receiving a copy of the Circular and/or Form of Rescission and wishing to exercise the Right to Rescind, to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Right to Rescind, including obtaining any governmental, exchange control or other consents which may be required, or compliance with other necessary formalities needing to be observed and payment of any issue, transfer or other taxes or duties due in such jurisdiction. Any such Overseas Accepting Shareholder will be responsible for any such issue, transfer or other taxes or other payments by whomsoever payable and Solomon (and any person acting on its behalf) shall be fully indemnified and held harmless by such Overseas Accepting Shareholder for any such issue, transfer or other taxes or duties as Solomon (or any such person) may be required to pay.

If you are an Overseas Accepting Shareholder and you are in any doubt about your position, you should consult your independent financial adviser in the relevant jurisdiction.

(b) An Overseas Accepting Shareholder will be deemed not to have validly exercised the Right to Rescind if he is unable to give the warranty in paragraph 9 on page 2 of the Form of Rescission.

(c) Solomon reserves the right, in its sole discretion, to investigate, in relation to any exercise of the Right to Rescind, whether the representations and warranties set out in paragraph 9 on Page 2 of the Form of Rescission could have been truthfully given by the relevant Overseas Accepting Shareholder and, if such investigation is made and, as a result, Solomon cannot satisfy itself that such representations and warranties were true and correct, the exercise of the Right to Rescind shall not be valid.

(d) Solomon reserves the right, in its absolute discretion, to treat any rescission as invalid if it

believes that such rescission may violate applicable legal or regulatory requirements.

(e) These provisions and any other terms of the Right to Rescind relating to Overseas Accepting Shareholders may be waived, varied or modified as regards specific Overseas Accepting Shareholders or on a general basis by Solomon in its absolute discretion. References in this paragraph 5 to an Overseas Accepting Shareholder include references to the person or persons executing a Form of Rescission and, if more than one person executes the Form of Rescission, the provisions of this paragraph 5 shall apply to them jointly and severally.

6 The Right to Rescind

This section is only relevant to Accepting Shareholders and should be read in conjunction with Appendix I of the Circular and the notes on the Form of Rescission. Accepting Shareholders who wish to exercise their Right to Rescind must do so by completing and returning the Form of Rescission in accordance with the procedure set out in paragraphs 6(a) to 6(c) below. Metals Exploration Shareholders who accept the Offer following the date of the Circular will not be permitted to exercise the Right to Rescind.

If you are in any doubt as to how to exercise your Right to Rescind, please contact Capita Registrars by telephone on 0871 664 0321 or, if calling from outside the UK, on +44 20 8639 3399 or in writing at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. However, you should be aware that Capita Registrars cannot provide advice on the merits of the Offer or the Right to Rescind nor give any financial, legal or tax advice in connection with the Offer or the Right to Rescind.

(a) Completion of the Form of Rescission

If you wish to exercise the Right to Rescind, you must complete the Form of Rescission in accordance with the instructions set out below and on the Form of Rescission. The instructions printed on the Form of Rescission are deemed to form part of the terms of the Right to Rescind.

Additional Forms of Rescission are available from Capita Registrars at the address set out above where an Accepting Shareholder is holding as nominee for a number of underlying beneficial holders. Where you are not holding as nominee you must use only one Form of Rescission.

To exercise the Right to Rescind, you must complete Boxes 6, 7, 8 and 9 on the Form of Rescission only if you wish to exercise your Right to Rescind in respect of less than the number of Metals Exploration Shares set out in Box 2. In all cases you must sign the signature box on the Form of Rescission. If you do not insert a number in Boxes 6, 7, 8 or 9, your Right to Rescind will be deemed to have been exercised in respect of all Metals Exploration Shares held by you in respect of which you accepted the Offer or, if less, the number represented by the remittance accompanying the Form of Rescission at 13p per share plus stamp duty at the rate of 0.5 per cent. of the value of the consideration (where it exceeds £1,000) rounded up to the nearest £5 multiple.

(b) Return of Form of Rescission

To exercise your Right to Rescind, the completed Form of Rescission must be returned to Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by post or by hand (during normal business hours only), as soon as possible and in any event so as to be received by no later than 1.00 p.m. (London time) on 14 April 2011. A first class reply-paid envelope is enclosed with the Circular for your convenience and may be used by Accepting Shareholders for returning a Form of Rescission from within the UK. No acknowledgement of receipt of any document(s) will be given. A validly completed Form of Rescission will take effect five days after the closing of the Offer, which is expected to be 14 April 2011. Share certificates in respect of validly completed Forms of Rescission are expected to be posted by no later than 26 April 2011.

Any Form of Rescission received in an envelope post-marked in a jurisdiction where exercise

of the Right to Rescind would constitute a violation of the relevant laws of that jurisdiction or otherwise appearing to Solomon or its agents to have been sent from such jurisdiction may be rejected as an invalid exercise of the Right to Rescind. For further information on Overseas Accepting Shareholders, see paragraph 5 above.

(c) General

Any Metals Exploration Shares to which you may be entitled as a result of exercising your Right to Rescind will be transferred only in certificated form. No transfers of such Metals Exploration Shares will be made in CREST.

(d) Solomon will make an appropriate announcement if any of the details contained in this paragraph 6 alter for any reason.

7 Payment

Cheques or banker's drafts should be made payable to "Capita Registrars Limited re: Solomon Capital Limited/Metals Exploration plc - Rescission Account" and crossed "a/c payee only". All payments must be made for the full amount by cheques or banker's drafts drawn in pounds sterling on a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man, which is either a settlement member of the Cheque & Credit Clearing Company Limited or the CHAPS Clearing Company Limited or a member of the Committee of Scottish or Belfast Clearing Houses or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided for the members of either of those companies or committees and must bear the appropriate sort code in the top right hand corner. No interest will be paid on payments made. No Form of Rescission will be considered unless these requirements are fulfilled.

Cheques or banker's drafts received prior to Completion will not be presented until Completion has occurred. Cheques or banker's drafts received after Completion will be presented for payment upon receipt. Solomon reserves the right to instruct Capita Registrars to seek special clearance of cheques and banker's drafts to allow Solomon to obtain value for remittances at the earliest opportunity. No interest will be allowed on payments made before they are due and any interest earned on such payments will accrue for the benefit of Solomon. It is a term of the Right to Rescind that cheques will be honoured on first presentation, and Solomon may elect in its absolute discretion to treat as invalid, Forms of Rescission in respect of which cheques are not so honoured.

Third party cheques will not be accepted except for building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the back of the building society cheque/banker's draft to such effect. The account name should be the same as that shown on the Form of Rescission.

All documents and remittances sent by post by or to an Accepting Shareholder (or as the Accepting Shareholder may direct) will be sent at the Accepting Shareholders' own risk. By completing and delivering a Form of Rescission, you:

(i) agree that all contracts resulting therefrom shall be governed by, and construed in accordance with, the laws of England; and

(ii) confirm that in exercising the Right to Rescind you are not relying on any information or representation other than such as may be contained in the Circular and you accordingly agree that no person responsible solely or jointly for the Circular or any part thereof or involved in the preparation thereof shall have any liability for any such information or representation not contained in the Circular.

If you do not wish to exercise your Right to Rescind, you should not complete and return the Form of Rescission.

8 Action to be taken

To exercise your Right to Rescind, you must complete the Form of Rescission in accordance with the instructions printed on it and return it together with your remittance plus stamp duty calculated at the rate of 0.5 per cent. of the value of the consideration rounded up to the nearest £5 multiple (where such consideration exceeds £1,000) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by post or by hand (during normal business hours), as soon as possible, but in any event so as to arrive by no later than 1.00 p.m. (London time) on 14 April 2011.

9 General

The availability of the Offer to Metals Exploration Shareholders not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are citizens or in which they are resident. Such persons should inform themselves about and observe any applicable legal or regulatory requirements of any such relevant jurisdiction. In particular, the Offer is not being made, directly or indirectly, in, into or from or by the use of the mails of or any means or instrumentality (including, without limitation, by means of facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, the United States, or in, into or from Canada, Australia, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility from or within the United States, Canada, Australia, South Africa or Japan or any other jurisdiction where to do so would constitute a breach of any relevant securities laws of that jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, South Africa or Japan. Persons receiving this announcement (including without limitation, custodians, nominees and trustees) must not distribute or send it in, into or from the United States, Canada, Australia, South Africa or Japan.

This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Further information in relation to Overseas Shareholders will be set out in the Circular.

Enquiries:

Solomon Capital Limited

Richard Williams Tel: +44 (0)1481 722 111 

This announcement is for information purposes only and is not intended to, and does not, constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase Metals Exploration Shares or any other securities, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Circular and, where appropriate, the related Form of Rescission will contain the full terms and conditions of the Right to Rescind. Any exercise of the Right to Rescind should be made only on the basis of the information contained in the Circular. Metals Exploration Shareholders and Accepting Shareholders are advised to read the Circular carefully.

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

disclosure requirements OF THE CITY CODE

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the website of the CPC Group Limited at www.cpcgroup.gg until the closing of the Offer.

This announcement does not constitute, or form part of, an offer or an invitation to purchase or sell Metals Exploration Shares or any other securities. Metals Exploration Shareholders and Accepting Shareholders are advised to carefully read the Circular and Form of Rescission.

APPENDIX

Definitions

The following definitions apply throughout this announcement unless the context requires otherwise:

END