TIDMMNRG
RNS Number : 4836S
MetalNRG PLC
17 March 2021
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK
MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION
IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE
INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
17(th) March 2021
MetalNRG plc
(The "Company" or "MetalNRG")
Conditional Equity Placing
MetalNRG plc (LSE:MNRG), the natural resource investing and
exploration company, announces that it has raised GBP2.3 million
before expenses, through a conditional placing ("the Placing") of
385,000,000 new Ordinary Shares of 0.01p each (the "Placing
Shares") at a price of GBP0.006 per share (the "Placing Price")
representing a discount of approximately 10% to the Company's
closing mid-market share price on 9(th) March, when the Placing was
arranged. The Placing Shares will have warrants attached on a one
for one basis with an exercise price of GBP0.01 and an exercise
period of 24 months from date of issue. The Placing was arranged by
Peterhouse Capital Limited and SI Capital Limited as joint brokers
for the Company.
The Placing & Admission
The Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares. The Placing is conditional upon: (i) approval by the FCA,
and publication, of a prospectus relating to the Company; and (ii)
admission of the Placing Shares to the standard segment of the
official list of the FCA and to trading on the main market for
listed securities of the London Stock Exchange plc ("Admission"). A
further announcement concerning the expected date of the
publication of the prospectus and timetable for Admission will be
made in due course. Admission of the shares is anticipated to be in
April subject to approval of the prospectus.
Use of funds will be for the further development of the
Company's Gold Ridge gold project in Arizona, as outlined by the
Competent Persons Report completed by SRK Exploration Services
which will be available on the Company's web site. SRK have
outlined an initial two staged follow up programme of structural
and geological mapping and concurrent historical data validation
and compilation. Funds will also be destined to complete the
initial funding of BritNRG and for further development of BritNRG
assets in Lincolnshire, specifically one side-track drilling of an
existing shut-in well to create an additional producer at Whisby
and the reprocessing and reinterpretation of seismic and geology at
Newton on Trent and Reepham in view of potential development in
2022/23.
The person who arranged for the release of this information is
Rolf Gerritsen, the Company's Chief Executive Officer.
IMPORTANT INFORMATION
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any securities in the United
States, Canada, Australia, Japan or the Republic of South Africa or
in any other jurisdiction in which such offer or solicitation is
unlawful, prior to registration, exemption from registration or
qualification under the securities laws of any jurisdiction. The
distribution of this announcement and other information in
connection with the placing and admission in certain jurisdictions
may be restricted by law and persons into whose possession this
announcement, any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. Neither this announcement nor any part of it nor the
fact of its distribution shall form the basis of or be relied on in
connection with or act as an inducement to enter into any contract
or commitment whatsoever.
Peterhouse Capital Limited and SI Capital Limited, which are
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting exclusively for the Company as
brokers in connection with the Placing and Admission and will not
be responsible to any other person for providing the protections
afforded to customers of Peterhouse Capital Limited and SI Capital
Limited or advising any other person in connection with the placing
and admission. Apart from the responsibilities and liabilities, if
any, which may be imposed on Peterhouse Capital Limited and SI
Capital Limited by the Financial Services and Markets Act 2000, as
amended or the regulatory regime established under it, Peterhouse
Capital Limited and SI Capital Limited do not accept any
responsibility whatsoever for the contents of this announcement,
and no representation or warranty, express or implied, is made by
either Peterhouse Capital Limited and SI Capital Limited with
respect to the accuracy or completeness of this announcement or any
part of it and no responsibility or liability whatsoever is
accepted by Peterhouse Capital Limited or SI Capital Limited for
the accuracy of any information or opinions contained in this
announcement or for the omission of any material information from
this announcement.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by applicable law or regulation, the Company undertakes no
obligation to release publicly the results of any revisions to any
forward-looking statements in this announcement that may occur due
to any change in the directors' expectations or to reflect events
or circumstances after the date of this announcement.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in
the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii)
eligible for distribution through all distribution channels as are
permitted by Directive 2014/65/EU (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market
Assessment, Peterhouse Capital Limited and SI Capital Limited
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the UK Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
Persons needing advice should consult a qualified independent
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
For further information, please contact:
METALNRG PLC - Rolf Gerritsen (Chief Executive +44 (0) 20 7796
Officer) 9060
Joint Brokers:
--------------------
PETERHOUSE CAPITAL LIMITED +44 (0) 20 7469
Guy Miller / Duncan Vasey / Lucy Williams 0930
--------------------
SI CAPITAL LIMITED
Nick Emerson +44 (0) 1483 413500
--------------------
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