Share Purchase Plan | MRG Metals Limited (ASX: MRQ)

SPP closes in — Apply now

Offer to eligible shareholders

Share Purchase Plan

Funds raised will accelerate the ultra high-grade Garies Rare Earth Project, including diamond drilling for a maiden JORC Mineral Resource at DrillTarg. Apply for up to $30,000 of new shares at $0.002 each, without brokerage.

Apply via Automic Read the Offer Booklet Investor Presentation

Open to shareholders on the register at 7.00pm AEST, 17 August 2026 with a registered address in Australia or New Zealand. Not available to US persons.

Applications close 5.00pm AEST, Thursday 17 September 2026

Days

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The offer

Key terms

Every eligible shareholder receives the same offer, whatever the size of their holding.

Issue price

$0.002Per new fully paid ordinary share. The same price as the Placement.

Discount

20%To the 5 day VWAP up to and including 17 August 2026.

Maximum application

$30,000Minimum $1,000. Ten fixed parcels in between.

Brokerage

NilNo brokerage, commission or stamp duty payable.

Target raise

$750,000The Board may accept oversubscriptions or scale back applications.

Record date

17 Aug7.00pm AEST, Monday 17 August 2026.

Investment highlights

The raise funds three projects. Garies takes the majority, moving toward a maiden Mineral Resource, while Adriano-Fotinho and the Titanium Dioxide Joint Venture advance in parallel.

Garies Rare Earth Project
Northern Cape, South Africa · 70% MRG · $0.84M of the raise
4.85% TREO surface bulk sample
Grade that stands out globallyGaries sits in a district hosting some of the highest grade rare earths in the world. Most deposits worldwide grade between 1% and 2% TREO.
72% recovery · pathway beyond 80%
Metallurgy already provenConventional crushing, magnetic separation, gravity and flotation produce a 51% monazite concentrate. No cracking or leaching on site.
~26% of TREO is magnet rare earths
The basket the market wantsNeodymium, praseodymium, terbium and dysprosium make up approximately 26% of total rare earth oxide, with 290ppm gallium as a potential co-product.
23 targets · 2 drilled
The tenement is barely testedIndependent consultant Axiom Exploration identified 23 targets across the 275km² Prospecting Right. One has delivered. Twenty-two remain.
Lodged 12 June 2026
Mining Right conversion under wayLodgement has already drawn interest from potential strategic partners with the capability to fund a pilot plant.

Garies Rare Earth Project, Northern Cape

DrillTarg prospect, Garies Rare Earth Project

Adriano-Fotinho Rare Earth Corridor

Northern Mozambique · $0.14M of the raise

396.42km² across two adjoining licences

District scale ground

Auger drilling, mineralogy and pit studies have confirmed both alluvial heavy mineral rare earth deposits and primary hard rock sources across the corridor.

135 auger holes · peak 9.56% THM over one metre

Near surface and free digging

Sands and gravels from surface, the lowest cost mineralisation style in the rare earth sector to explore and develop.

32.2% total valuable heavy minerals

A concentrate worth having

The composite heavy mineral concentrate from Adriano assayed 1.46% total rare earth oxide, including 3,264ppm praseodymium plus neodymium oxide.

Exploration pit at Adriano, northern Mozambique

Pit sampling at Adriano, northern Mozambique

Titanium Dioxide Joint Venture

Mozambique · 30% MRG · $0.225M of the raise

1,534Mt at 5.5% THM · 860Mt at 4.9% THM

A JORC Mineral Resource already defined

Global Indicated and Inferred Mineral Resource Estimates at Corridor Central and Corridor South, both estimated by IHC Mining and reported to the ASX on 16 December 2021 and 8 April 2022. Reported at a 4% THM cut-off grade.

Mining Right granted January 2025

Permitting advancing

The Mining Right for Corridor Central was approved on 7 January 2025. The Corridor South application remains under review by INAMI. The full Environmental and Social Impact Assessment for Corridor Central was submitted to Mozambican authorities in March 2026 and classified Category A+.

More than US$2 million deployed by Sinowin

Funded by the joint venture partner

The joint venture continues to progress with negligible expenditure required from MRG. MRG’s interest steps down from 30% toward 20% as further licences enter the joint venture.

US$50 million drag-along clause

A defined path to monetisation

The Sinowin joint venture agreement includes a binding drag-along clause for the potential acquisition of MRG’s equity at a minimum of US$50 million, triggered as the project reaches production milestones.

Corridor Sands Titanium Dioxide Joint Venture, Mozambique

Apply via Automic Read the Offer Booklet Investor Presentation

Use of funds

The Placement and the Share Purchase Plan together fund $1.475 million of work, weighted toward converting Garies into a maiden JORC Mineral Resource.

Activity	Detail	A$M
Garies Mining Licence	Completion of the Mining Licence Application to grant	0.14
DrillTarg drilling	Diamond drilling for a maiden JORC Mineral Resource and resource expansion	0.50
Garies geophysics	Radiometrics and magnetics over the wider DrillTarg prospect area	0.10
Broader Garies expansion	Stream sediment programme across the 22 remaining Axiom targets	0.10
Adriano-Fotinho Corridor	Step out auger drilling to size the monazite mineralised footprint	0.14
Titanium Dioxide JV	Joint venture support for the Corridor project	0.225
Working capital	Australian business operations	0.27
Total		1.475

Comprising the $725,500 Placement completed 18 August 2026 and the Share Purchase Plan of up to $750,000. Allocations as set out in the SPP Offer Booklet dated 20 August 2026. Bars show each item as a share of the total.

From the Chairman

“This funding lets us diamond drill to establish a maiden JORC Mineral Resource at DrillTarg and to also drill for extensions there, both along strike and down dip. We are already progressing our project development discussions towards a pilot plant.”

Andrew Van Der Zwan · Chairman · ASX announcement, 20 August 2026

Timetable

Key dates

Indicative only. The Company may vary these dates subject to the ASX Listing Rules and the Corporations Act.

Mon 17 Aug 2026

Record date, 7.00pm AEST

Tue 18 Aug 2026

SPP announced to the market

Thu 20 Aug 2026

Offer opens and the Offer Booklet is made available to eligible shareholders

Thu 17 Sep 2026

Applications close, 5.00pm AEST

Mon 21 Sep 2026

Results of the SPP announced

Thu 24 Sep 2026

New shares issued

Fri 25 Sep 2026

New shares commence trading and holding statements despatched

How to apply

Three steps

MRG is not posting hard copies of the Offer Booklet or Application Forms. Both are downloaded from the Automic portal. Payment is by BPAY or EFT only.

STEP 01

Check you are eligible

You must have been a registered holder at 7.00pm AEST on 17 August 2026, with an address in Australia or New Zealand, and not be a US person or acting for one.

STEP 02

Download your Application Form

Sign in to the Automic portal with your SRN or HIN from your latest holding statement and your postcode, then open Documents and Statements. No Automic account? You can register, or use the single holding login for this offer only.

STEP 03

Choose a parcel and pay

Ten fixed parcels from $1,000 to $30,000. A $10,000 application buys 5,000,000 shares. Pay using the personalised BPAY or EFT details on your form. Do not return the form.

Apply via Automic Read the Offer Booklet Investor Presentation

No Automic account? Register here, or use the single holding login for this offer only. Select MRG Metals Limited in the issuer field, then enter your SRN or HIN, one word from your holder name, and your postcode. If you cannot get online, call MRG on +61 3 5330 5800 or email info@mrgmetals.com.au and a paper copy will be posted free of charge. You will still need to pay by BPAY or EFT. Custodians must also complete and return a Custodian Certificate.

Offer documents

Read before you apply

The Share Purchase Plan is made under ASIC Instrument 2019/547. It is not a prospectus and has not been lodged with ASIC. Your personalised Application Form is not in the Booklet. Download it from the Automic portal.

SPP Offer Booklet

PDF · 20 August 2026 · Terms and conditions of the Offer

Investor presentation

PDF · September 2026 · Projects, strategy and catalysts

All ASX announcements

Including the Placement and SPP announcement of 18 August 2026

Closing 5.00pm AEST, 17 September 2026

Apply before the offer closes

Applications received after the closing date will not be accepted. You cannot withdraw an application once payment is made.

Apply via Automic Read the Offer Booklet Investor Presentation

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