Noteholder voting 2017/2023 Notes

The Company and the notary public, Dr Dirk Otto, with official residence in Frankfurt am Main, as chairman of the voting process hereby announce an adjournment of the second noteholders’ meeting initially convened for 22 May 2023. The second noteholders’ meeting will now be held on

16 June 2023, at 11:00 am (CEST)
at the Le Méridien Hotel Frankfurt,
Wiesenhüttenplatz 28-38, 60329 Frankfurt am Main

Background to the adjournment:

The Company has entered into a share purchase and transfer agreement (“Share Purchase Agreement”) with FERRALUM METALS GROUP S.A. (“FERRALUM”) on 17 May 2023 regarding the acquisition of its shares in BAGR Non-Ferrous Group GmbH, the parent company of the aluminium and bulk and ferrous metals sub-group. All shares in FERRALUM are currently held by the management of BAGR Non-Ferrous Group GmbH (“BAGR”) and Steelcom, a subsidiary of BAGR. It is intended that FERRALUM will be 49% owned (beneficially) by the Company’s noteholders following the completion of a potential broader recapitalisation transaction, while management will retain a majority 51% interest in FERRALUM.

Under the transaction signed, FERRALUM will assume up to EUR 72.5 million of the outstanding interest-bearing liabilities under the Company’s bonds and will arrange for the payment of a certain amount of cash, part of which will be used for METALCORP’s operational liquidity, including the financing of its activities in Guinea. All existing operating financing facilities of BAGR and its subsidiaries will be maintained.

Therefore, and in light of the principal payments under the 2017/2023 Notes and the upcoming interest payments under the 2021/2026 Notes, the Company continues to be in advanced dialogue with a significant group of holders of the 2021/2026 Notes (the “Ad Hoc Group”), certain holders of the 2017/2023 Notes, the Joint Representative (Gemeinsamer Vertreter) of the 2017/2023 Notes and their respective advisors. Metalcorp expects to announce an agreement with the aforementioned stakeholders on a consensual debt assumption and a broader capital structure in a timely manner.

Accordingly, while these discussions are currently ongoing, the Company and the Chairman of the Voting Process have decided to adjourn the second Noteholders’ meeting for the 2017/2023 Notes, originally scheduled for 22 May 2023, and invite the holders of the 2017/2023 Notes to attend the second noteolders’ meeting, which will now be held on 16 June 2023. This will enable the finalisation of the discussions with the aforementioned stakeholders and a prearranged amendment to the voting proposals and the convening of a parallel vote of the noteholders of the 2021/2026 Notes.

Noteholders are advised that voting instructions already issued for the meeting on 22 May 2023 to the proxies appointed by the Company and the special proof with blocking notice of the custodian banks lose their validity and must be reissued and sent for the adjourned noteholders’ meeting.

Luxembourg, May 2023                                                             Frankfurt/Main, May 2023

Metalcorp Group S.A.                                                                 Dr. Dirk Otto
The Management                                                                        Notary