<Page>
                                                                    EXHIBIT 10.6
                               FIFTH AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

      This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT dated as of
December 20, 2002 (this "Amendment"), by and among (a) METALLURG, INC., a
Delaware corporation having its principal place of business at 6 East 43rd
Street, New York, New York 10017 ("MI"), SHIELDALLOY METALLURGICAL CORPORATION,
a Delaware corporation having its principal place of business at 12 West
Boulevard, Newfield, New Jersey 08344 ("SMC") and METALLURG INTERNATIONAL
RESOURCES, LLC, a Delaware limited liability company having its principal place
of business at 6 East 43rd Street, New York, New York 10017 ("MIR" and together
with MI and SMC, the "Borrowers"), (b) METALLURG SERVICES, INC., a New York
corporation having its principal place of business at 6 East 43rd Street, New
York, New York 10017 ("MSI"), MIR (China), Inc., a Delaware corporation having
its principal place of business at 6 East 43rd Street, New York, New York 10017
("MIR China"), and METALLURG HOLDINGS CORPORATION, a New York corporation having
its principal place of business at 6 East 43rd Street, New York, New York 10017
("MHC" and collectively with MSI and MIR China, the "Guarantors"), (c) FLEET
NATIONAL BANK (formerly known as BankBoston, N.A.), a national banking
association, as agent (in such capacity the "Agent") for itself and the other
financial institutions from time to time parties to the Loan Agreement referred
to below (collectively, the "Banks"); and (d) the BANKS, amends certain
provisions of the Amended and Restated Loan Agreement dated as of October 29,
1999, by and among the Borrowers, the Guarantors, the Agent and the Banks (as
amended by that certain First Amendment thereto, dated as of October 11, 2000,
that certain Second Amendment thereto, dated as of November 3, 2000, that
certain Third Amendment thereto, dated as of July 2, 2001, and that certain
Fourth Amendment thereto, dated as of December 13, 2001, the "Loan Agreement").

      WHEREAS, the Borrowers and the Guarantors have requested that the Agent
and the Banks (x) consent to the direct or indirect sale by MHC of (i) GfE
Giesserei- und Stahlwerksbedarf, GmbH, Metallurg International Resources, GmbH,
Ferrolegeringar Aktiengesellschaft and Aktienbolaget Ferrolegeringar
(collectively, the "Trading Companies"), (ii) GfE-Gesellschaft fur
Elektrometallurgie MBH ("GfE"), and (iii) certain Parent Notes; and (y) amend
certain terms of the Loan Agreement in connection therewith; and

      WHEREAS, the Agent and the Banks are willing to so consent and amend the
terms of the Loan Agreement in such respects as hereinafter more fully set
forth, upon the terms and subject to the conditions contained herein;

      NOW, THEREFORE, in consideration of the mutual agreements contained in the
Loan Agreement, herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:

      'SS'1. Defined Terms. Capitalized terms used herein without definition
that are defined in the Loan Agreement shall have the same meanings herein as
in the Loan Agreement.

      'SS'2. Amendment to Loan Agreement. Subject to the terms and conditions
set forth herein and the effectiveness of this Amendment, the Loan Agreement is
hereby amended as follows:


                                     -1-



<Page>


      'SS'2.1 Amendments to 'SS'1 of the Loan Agreement.

            (a) Section 1.1 of the Loan Agreement is hereby amended by deleting
the following defined terms in their entirety:

                           Bank Mendes
                           Bank Mendes Accounts
                           German Subsidiaries

            (b) Section 1.1 of the Loan Agreement is hereby further amended by
deleting clause (a)(iii) of the definition of Borrowing Base in its entirety and
substituting the following new clause (a)(iii):

            "(iii) 55% of the net book value (valued on an average cost basis at
            the lower of cost or market (except as provided below in this
            definition) by the Borrowers in a manner consistent with their past
            practices) of Eligible Inventory at such time,"

            (c) Section 1.1 of the Loan Agreement is hereby further amended by
deleting clause (c) of the definition of Borrowing Base in its entirety and
substituting the following new clause (c):

            "(c) 55% of the maximum aggregate amount that the beneficiaries may
            draw under outstanding documentary Letters of Credit issued in
            connection with the purchase of inventory by the Borrowers solely to
            the extent that such inventory being purchased, immediately upon any
            drawing of any such documentary Letter of Credit, would constitute
            Eligible Inventory, minus"

            (d) Section 1.1 of the Loan Agreement is hereby further amended by
deleting clause (a) of the definition of Canadian Borrowing Base in its entirety
and substituting the following new clause (a):

            "(a) $3,500,000 and"

            (e) Section 1.1 of the Loan Agreement is hereby further amended by
adding the following new definition in alphabetical order:

            German Carried Interest: All right, title and interest of MHC under
            that certain contract, to be entered into by and between MHC and
            GfE, which contract shall: (i) provide for, inter alia, under
            certain conditions, the payment to MHC of three percent (3%) of the
            proceeds of any sale of GfE Medizintechnik GmbH, (ii) be in form and
            substance satisfactory to the Agent, (iii) be collaterally assigned
            to the Agent as Collateral pursuant to the Security Agreement; a
            certified copy of which shall be delivered to the Agent promptly
            upon execution thereof.

      'SS'2.2 Amendments to 'SS'9 of the Loan Agreement.

            (a) Section 9.1 of the Loan Agreement is hereby amended by deleting
'SS'9.1(a)(v) thereof in its entirety and substituting the following new
'SS'9.1(a)(v):


                                      -2-



<Page>


                  "(v) (i) within fifteen (15) days following the end of each
            calendar month (or at such other interval as the Agent may from time
            to time specify), a Borrowing Base Report updating all components of
            the Borrowing Base (other than SMC's inventory, with respect to
            which the month-end information for the calendar month next previous
            to the month most recently ended shall be used, but which
            information shall be updated within twenty (20) days following the
            end of each calendar month to reflect SMC's inventory as of the end
            of such calendar month most recently ended prior thereto) and the
            Canadian Borrowing Base and recalculating the Borrowing Base and the
            Canadian Borrowing Base on the basis thereof, together with a
            statement of the Canadian Intercompany Outstandings and a
            comprehensive receivables aging for the Borrowers and MCL and
            inventory designations of the Borrowers and MCL as of the end of
            such month as the Agent or any Bank may have reasonably requested,
            and together with such other supporting schedules and documentation
            as set forth on Exhibit A hereto or as the Agent or any Bank may
            have reasonably requested, and (ii) no later than Wednesday of the
            following week, a weekly Borrowing Base Report for the calendar week
            then ended, which updates the Eligible Accounts and Eligible
            Canadian Accounts components of the Borrowing Base and recalculates
            the Borrowing Base on the basis thereof, and which includes a report
            of the daily Liquidity Levels for the prior week;"

            (b) Section 9.2 of the Loan Agreement is hereby amended by deleting
'SS'9.2(b)(xi) thereof in its entirety and substituting the following new
'SS'9.2(b)(xi): "(xi) [intentionally deleted],"

            (c) Section 9.2 of the Loan Agreement is hereby further amended by
deleting 'SS'9.2(c)(x) thereof in its entirety and substituting the following
new 'SS'9.2(c)(x): "(x) [intentionally deleted],"

            (d) Section 9.2 of the Loan Agreement is hereby further amended by
deleting 'SS''SS'9.2(d)(vi)(B) and (C) thereof in their entirety and
substituting the following new 'SS''SS'9.2(d)(vi)(B) and (C):

                  "(B) $4,000,000 in the aggregate in the case of investments in
            Brazilian Subsidiaries and Metallurg Mexico S.A. de C.V., considered
            collectively;

                  (C) (1) $7,000,000 in the aggregate directly in GfE, in the
            form of a loan from MI; provided that (w) such loan shall be
            evidenced by a loan agreement between GfE and MI, (x) MI shall not
            consent to any change in control of GfE without the prior written
            consent of the Agent, (y) such loan agreement shall be assigned to
            the Agent to be held as Collateral pursuant to the Security
            Agreement, pursuant to an assignment duly executed by MI, and (z)
            such loan agreement and assignment shall be in form and substance
            satisfactory to the Agent, and (2) investments resulting from the
            German Carried Interest;"

            (e) Section 9.2 of the Loan Agreement is hereby further amended by
deleting 'SS''SS'9.2(d)(xii) thereof in its entirety and substituting the
following new 'SS'9.2(d)(xii): "(xii) [intentionally deleted],"

            (f) Section 9.2 of the Loan Agreement is hereby further amended by
deleting 'SS'9.2(d)(xvii) thereof in its entirety and substituting the following
new 'SS'9.2(d)(xvii):


                                      -3-



<Page>


            ", and (xvii) so long as no Default or Event of Default shall have
            occurred and be continuing, and none would result therefrom,
            investments in an amount not to exceed (A) $20,000,000 in the
            aggregate, which consist of outstanding Parent Notes purchased by MI
            on or before March 30, 2001, and (B) $2,005,000 in the aggregate,
            which consist of outstanding Parent Notes purchased by MHC (to be
            held by MI) from Sudamin Recycling GmbH & Co. KG on or before
            December 31, 2002 (the payment for which shall be in kind, in the
            form of ownership interests in one or more of the following:
            Metallurg International Resources, GmbH; Ferrolegeringar
            Aktiengesellschaft; or Aktienbolaget Ferrolegeringar); provided that
            in each case, such repurchases may only be made at a price per
            Parent Note not to exceed an average for all such repurchases of (x)
            in the case of clause (A) above, $300 per $1,000 face value of such
            Parent Notes at maturity, and (y) in the case of clause (B) above,
            $436 per $1,000 face value of such Parent Notes at maturity, and
            that the Parent Notes so repurchased shall be immediately delivered
            to the Agent or, at the direction of the Agent, to a securities
            intermediary with which the Agent has entered into a control
            agreement with the securities intermediary and MHC satisfactory to
            the Agent in form and substance, to be held as Collateral pursuant
            to the Security Agreement."

            (g) Section 9.2(e)(iv)(A) of the Loan Agreement is hereby amended by
inserting the clause "or MHC" immediately following the words "by MI" in such
section.

      'SS'2.3 Amendments to Schedules and Exhibits of the Loan Agreement.

            (a) The Loan Agreement is hereby amended by deleting Schedule l in
its entirety and replacing it with Schedule 1, attached to this Amendment.

            (b) The Loan Agreement is hereby amended by deleting Schedule 7(l)
in its entirety and replacing it with Schedule 7(l), attached to this Amendment.

            (c) The Loan Agreement is hereby amended by deleting Exhibit A, Form
of Borrowing Base Report, in its entirety and replacing it with Exhibit A,
attached to this Amendment.

      'SS'3. Waivers, Ratifications, Etc.

            (a) The negative covenants set forth in Section 9.2(f), which
prohibit the disposition by MHC of assets are hereby waived for the limited
purpose of permitting the transfer by MHC of:

                  (i) the stock of the Trading Companies to Sudamin Recycling
GmbH & Co. KG, or such other entity as the Agent may approve in advance, in
writing; provided that (A) such transfer shall occur on or before December 31,
2002, (B) MHC (or MI) shall receive consideration therefor in an amount not less
than (x) $3,075,000 in Dollars, in immediately available funds, and (y) Parent
Notes with a face value of $4,600,000, (C) such Parent Notes shall have been
immediately delivered to the Agent or, at the direction of the Agent, to a
securities intermediary with which the Agent has entered into a control
agreement with the securities intermediary and MHC satisfactory to the Agent in
form and substance to be held as Collateral pursuant to the Security Agreement;

                  (ii) the stock of GfE to Safeguard International Fund PfW LLC,
or such other entity as the Agent may approve in advance, in writing; provided
that (A) such transfer shall occur on or before December 31, 2002, (B) MHC shall
receive as consideration therefor (x) a loan agreement


                                      -4-



<Page>


evidencing debt of GfE to MI in an amount equal to $7,000,000 in accordance with
'SS'9.2(d)(vi)(C), and (y) the German Carried Interest; and

All or a portion of the Parent Notes with a face value of $4,600,000; provided
that (A) such transfer shall occur on or before March 31, 2003, and (B) MHC or
MI shall receive as consideration therefor not less than $435 per $1,000 face
value of such Parent Notes at maturity, in immediately available funds; so long
as, in each case, at the time of such disposition, no Default or Event of
Default has occurred or would occur after giving effect to the disposition and
to this Amendment.

            (b) Except as set forth in Section 3(a) above, nothing contained in
this Amendment shall constitute a waiver of, impair or otherwise affect any
Obligations, any other obligation of the Borrowers or any rights of the Agent or
the Banks consequent thereon.

            (c) Except as expressly amended hereby, the Loan Agreement and all
documents, instruments and agreements related thereto, including, but not
limited to the Loan Documents, are hereby ratified and confirmed in all respects
and shall continue in full force and effect.

            (d) Each of the Borrowers hereby affirms its absolute and
unconditional promise to perform and pay, to the Banks and the Agent, all
Obligations under the Loan Agreement (as amended hereby) and the other Loan
Documents at the times and in the amounts provided for therein.

            (e) Each of the Guarantors hereby acknowledges that it has read and
is aware of the provisions of this Amendment. Each of the Guarantors hereby
reaffirms its absolute and unconditional guaranty of the Borrowers' payment and
performance of the Obligations under the Loan Agreement (as amended hereby) and
the other Loan Documents.

      'SS'4. Representations, Warranties and Covenants; No Default;
Authorization. Each of the Borrowers and Guarantors hereby represents, warrants
and covenants to the Agent and the Banks as follows:

            (a) Each of the representations and warranties of such Borrower or
Guarantor contained in the Loan Agreement was true as of the date as of which it
was made and is true as and at the date of this Amendment, and no Default or
Event of Default has occurred and is continuing as of the date of this
Amendment;

            (b) This Amendment has been duly authorized, executed and delivered
by each of the Borrowers and Guarantors and is in full force and effect;

            (c) Upon the execution and delivery of this Amendment by the
respective parties hereto, this Amendment shall constitute the legal, valid and
binding obligation of the Borrowers and the Guarantors, enforceable in
accordance with its terms, except that the enforceability thereof may be subject
to any applicable bankruptcy, reorganization, insolvency or other laws affecting
creditors' rights generally;

            (d) The consideration to be paid to MHC for sale of GfE and of the
Trading Companies permitted pursuant to Section 3 hereof, is fair and
commercially reasonable, is of reasonably equivalent value, and is comparable to
that which would have been paid had the transactions been completed on as arm's
length basis and contains terms competitive with those that would have been
afforded by third parties.


                                      -5-



<Page>


            (e) On or before January 30, 2003, (i) the Borrowers shall have
caused MCL to become a Guarantor under the Loan Documents to the maximum extent
permissible under Quebec law and, to secure its obligations under the Guaranty,
to have granted to the Agent, for the benefit of the Banks and the Agent, a
security interest in and lien on all of the existing and after-acquired assets
of MCL to the maximum extent permissible under Quebec law, (ii) the security
interest and lien in favor of the Agent granted by MCL shall have been
perfected, (iii) MI shall have subordinated its security interest under the
Canadian Security Documents to the security interest grant to the Agent, all
pursuant to documentation in form and substance satisfactory to the Agent, and
(iv) such evidences of corporate authority and legal opinions as may have been
requested by the Agent shall have been delivered to the Agent. The failure of
the Borrowers and MCL to have complied with the foregoing clause (i), (ii),
(iii) or (iv) by January 30, 2003, shall constitute an Event of Default under
the Loan Agreement.

            (f) On or before December 31, 2002, the Borrowers shall have
delivered to the Agent evidence satisfactory in form and substance to the Agent,
of the release or termination of any obligations of MI under that certain
Interest Set-Off Agreement-Guarantee, dated as of September 30, 1998, by and
among MI, GfE, and Bank Mendes Gans N.V., a company limited by shares
incorporated under the laws of The Netherlands. The failure of the Borrowers to
have complied with the foregoing sentence by December 31, 2002, shall constitute
an Event of Default under the Loan Agreement

      'SS'5. Conditions to Effectiveness. The effectiveness of this Amendment,
including the amendments and limited consent contained herein, shall be subject
to the satisfaction of the following conditions precedent on or before December
13, 2002:

            (a) This Amendment shall have been duly executed and delivered by
the Borrowers, the Guarantors and the Banks and shall be in full force and
effect;

            (b) The Borrowers shall have paid to the Agent, (i) for the accounts
of each of the Banks that have entered into this Amendment by 11:00 a.m. (Boston
time) on December 20, 2002, an amendment fee in the aggregate amount of $10,000,
which amount shall be divided amongst such signing Banks pro rata in accordance
with each such Bank's Commitment Percentage as a percentage of the total
Commitment Percentages of all Banks entering this Amendment), and (ii) for its
own account, all other fees and expenses that are due and payable as of the date
hereof; (c) The Borrowers shall have demonstrated to the reasonable satisfaction
of the Agent, based on a pro forma Compliance Certificate, compliance with
'SS'9.3 of the Credit Agreement on a pro forma basis immediately prior to and
after giving effect to the transactions permitted under Section 3 of this
Amendment; and

            (d) The Borrowers shall have delivered to the Agent a certificate of
the chief financial officer of each Borrower to the effect that (i) the
Borrowers will be solvent upon the consummation of the transactions permitted
under Section 3 of this Amendment; (ii) the pro forma Compliance Certificate
fairly presents the financial condition of the Borrowers and their Subsidiaries
as of the date thereof and after giving effect to such transactions and (iii) no
Default or Event of Default then exists or would result after giving effect to
such transactions.

      'SS'6. Ratification, etc. Except as expressly amended hereby, the Loan
Agreement and all documents, instruments and agreements related thereto are
hereby ratified and confirmed in all respects. All references in the Loan
Agreement or any related agreement or instrument to the Loan Agreement shall
hereafter refer to the Loan Agreement as amended hereby.


                                      -6-



<Page>


      'SS'7. No Implied Waiver. Except as expressly provided herein, nothing
contained herein shall constitute a waiver of, impair or otherwise affect any
Obligations, any other obligations of any of the Borrowers or Guarantors or any
right of the Agent or any Bank consequent thereon.

      'SS'8. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.

      'SS'9. Governing Law. THIS AMENDMENT SHALL FOR ALL PURPOSES BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICTS OF LAW).

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -7-



<Page>


      IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as a
sealed instrument as of the date first above written.

                                         METALLURG, INC.

                                         By: /s/ BARRY C. NUSS
                                             -----------------------------------
                                         Name: Barry C. Nuss
                                         Title: Vice President - Finance


                                         SHIELDALLOY METALLURGICAL
                                         CORPORATION

                                         By: /s/ BARRY C. NUSS
                                             -----------------------------------
                                         Name: Barry C. Nuss
                                         Title: Vice President - Finance


                                         METALLURG INTERNATIONAL
                                         RESOURCES, LLC

                                         By: /s/ BARRY C. NUSS
                                             -----------------------------------
                                         Name: Barry C. Nuss
                                         Title: Vice President - Finance


                                         METALLURG SERVICES, INC.

                                         By: /s/ BARRY C. NUSS
                                             -----------------------------------
                                         Name: Barry C. Nuss
                                         Title: Vice President - Finance


                                         MIR (CHINA), LLC

                                         By: /s/ BARRY C. NUSS
                                             -----------------------------------
                                         Name: Barry C. Nuss
                                         Title: Vice President - Finance


                                      -8-



<Page>


                                         METALLURG HOLDINGS CORPORATION

                                         By: /s/ BARRY C. NUSS
                                             -----------------------------------
                                         Name: Barry C. Nuss
                                         Title: Vice President - Finance


                                         FLEET NATIONAL BANK
                                         (formerly known as BANKBOSTON, N.A.),
                                         individually and as Agent

                                         By: /s/ MARK B. SCHAFER
                                             -----------------------------------
                                         Name: Mark B. Schafer
                                         Title: Vice President

                                         BANK OF SCOTLAND

                                         By: /s/ JOSEPH FRATUS
                                             -----------------------------------
                                         Name: Joseph Fratus
                                         Title: First Vice President

                                         NATIONAL BANK OF CANADA

                                         By:
                                             -----------------------------------
                                         Name:
                                         Title:

                                         By:
                                             -----------------------------------
                                         Name:
                                         Title:


                                      -9-



<Page>


                                   Schedule 1

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                                   Commitment
                              Banks                                      Commitment                Percentage
----------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                          <C>
Fleet National Bank
Domestic Lending Office:
Fleet National Bank
One Federal Street; Mail Stop: MADE10307X                                $18,000,000                  60%
P.O. Box 2016
Boston, MA 02110
Fax: 617-654-1167
Attention: Mark B. Schafer, Vice President
Eurodollar Lending Office:
Fleet National Bank
One Federal Street; Mail Stop: MADE10307X
P.O. Box 2016
Boston, MA 02110
Fax: 617-654-1167
Attention: Mark B. Schafer, Vice President
----------------------------------------------------------------------------------------------------------------------
National Bank of Canada
Domestic Lending Office:
c/o PNC Business Credit
1600 Market Street, 31st Floor                                           $9,000,000                   30%
Philadelphia, PA 19103
Fax: 215-585- 4754
Attn.: Susanna Siskind, Banking Officer
Eurodollar Lending Office:
PNC Business Credit
1600 Market Street, 31st Floor
Philadelphia, PA 19103
Fax: 215-585-4754
Attn.: Susanna Siskind, Banking Officer

----------------------------------------------------------------------------------------------------------------------
Bank of Scotland
Domestic Lending Office:
565 Fifth Avenue
New York, NY 10017                                                       $3,000,000                   10%
  Telefax Number: (212) 557-9460
  Attention: Joseph Fratus, First Vice President
Eurodollar Lending Office:
565 Fifth Avenue
New York, NY 10017
  Telefax Number: (212) 557-9460
  Attention: Joseph Fratus, First Vice President
----------------------------------------------------------------------------------------------------------------------

TOTAL:                                                                   $30,000,000                100.00%
----------------------------------------------------------------------------------------------------------------------
</TABLE>


<Page>



                                  Schedule 7(l)

Subsidiaries and Joint Ventures of Metallurg, Inc.*

<TABLE>
<CAPTION>
                                                 State/Country of  Percentage of  Authorized  Outstanding  Par          Record
       Name of Subsidiary or Joint Venture       Incorporation     Voting Power   Capital     Capital      Value        Owner
       -----------------------------------       -------------     ------------   -------     -------      -----        -----
<S>                                               <C>               <C>            <C>         <C>          <C>           <C>
      SPECIAL PURPOSE/HOLDING
Metallurg Holdings Corporation**                  New York          100            2,500       200          no par value  MI
Metallurg Services, Inc.                          New York          100            200         10           no par value  MI
Metallurg Europe Limited***                       England           100            -           68,754,000   $1            MH
Caribbean Metals & Alloys Limited (dormant)       Grand Cayman      100            900,000     3,000        $1            MH
Brandau y Cia S. A. (dormant)                     Spain             100            -            -           -             MH
Aleaciones Metalurgicas Venezolanas C. A.
    (dormant)                                     Venezuela         100 (Class B)  -            -           -             MH

MANUFACTURING
London & Scandinavian Metallurgical Co Limited    England           100            16,000,000  16,000,000   'L'1          MEL
      S. A. Vickers Limited (dormant)             England           100            500         500          'L'1           -
      H. M. I. Limited (dormant)                  England           100            50,000      50,000       'L'1           -
      Metal Alloys (South Wales)
         Limited (dormant)                        England           100            2,000       2,000        'L'1           -
      The Aluminum Powder Company Limited         England           100            436,037     436,037      'L'1           -
              Alpoco Developments
         Limited (dormant)                        England           100            100         100          'L'1           -
                Benda Lutz  Alpoco Sp.z.o.o       Poland            100                                                    -
      M & A Powders Limited (dormant)             England           100            15,000      9,437        'L'1           -
      Bostlan, S.A.                               Spain              25
      Metalloys Limited (dormant)                 England           100            100         2            'L'1           -
      Hydelko AS                                  Norway            100                                                    -

Metallurg South Africa (Pty.) Limited             South Africa      100            4,000       4,000        R1            MEL
      W. T. Mines Limited (dormant)               South Africa      100            2,000       2,000        R1             -
       Stand 359 Wadeville Extension 4
         (Pty.) Limited                           South Africa      100            100            2         R1             -
       Allied Metallurg South Africa
         (Pty.) Limited                           South Africa       49                                                    -
       Rath South Africa (Pty) Limited            South Africa       49                                                    -
       Natal Foundry Suppliers (Pty) Limited      South Africa       60
       Reframet Installation                      South Africa       51                                                    -
</TABLE>


                                     -1-



<Page>


<TABLE>
<CAPTION>
                                        State/Country of   Percentage of  Authorized        Outstanding      Par      Record
   Name of Subsidiary or Joint Venture   Incorporation      Voting Power   Capital           Capital         Value    Owner
   -----------------------------------   -------------      ------------   -------           -------         -----    -----
<S>                                      <C>              <C>            <C>               <C>         <C>            <C>
Shieldalloy Metallurgical Corporation    Delaware         100            3,000             1,885          $.01         MI

Turk Maadin Sirketi                      Turkey           100            TL 6,400,000,000 Same            Capital in   MH
                                                                                                           Turkish Lira

       Oren Madencilik (dormant)         Turkey            60                                                          -

Elektrowerk Weisweiler GmbH              Germany          100            DM 15m                            DM 15m     MH(94%)
                                                                                                                      /MI(6%)
Companhia Industrial Fluminense          Brazil           99.9+          R$933,596         R$.73           R$1.00     MEL

      TRADING

Metallurg (Canada) Limited               Quebec           100            unlimited         1,100           C$10       MI
MIR (China), Inc.                        Delaware         100            100               100             $0.01      MI
Metallurg (Far East) Limited             Japan            100            n/a               20,000          Y500       MH

<CAPTION>
                                        State/Country of   Percentage of  Authorized        Outstanding      Par      Record
   Name of Subsidiary or Joint Venture    Incorporation    Voting Power    Capital            Capital       Value     Owner
   -----------------------------------    -------------    ------------    -------            -------       -----     -----
<S>                                      <C>              <C>             <C>                 <C>          <C>        <C>
Metallurg Mexico S. A. de C. V.          Mexico           100             140,000             10,000       Ps.1,000   MH
Metallurg Servicios S de RL de CV        Mexico           100                                                         MH
Metallurg International Resources, LLC   Delaware         100                                                         MI
</TABLE>

Note:

      *     MI is Metallurg, Inc., a Delaware corporation, all of whose issued
            and outstanding capital stock is owned of record by Metallurg
            Holdings, Inc., a Delaware corporation.
      **    MH is Metallurg Holdings Corporation.
      ***   MEL is Metallurg Europe Limited, an English corporation, all of
            whose issued and outstanding capital stock is owned by MH.
      +     Balance held beneficially by or for MI or an affiliate of MI.

Revised as of 12/31/02


                                      -2-