TIDMMNRG
RNS Number : 0813O
MetalNRG PLC
29 September 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK
LAW PURSUANT TO THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
29 September 2023
MetalNRG plc
(the "Company" or "MetalNRG")
Interim Results to 30 June 2023
Operational Highlights
Key operational milestones achieved during the period:
In May 2023, the Company announced that Phase 2 of the
geo-chemical campaign at its Gold Ridge Gold mine property in
Arizona had commenced, following the very encouraging results from
phase 1 that paved a pathway to further exploration work which is
now progressing.
The results from phase 1 showed the largest gold anomalies were
found in historical areas mined for gold; however, a secondary zone
of gold anomalies was found in an area previously unexplored and a
new linear zone of gold mineralization was delineated in the
Southern Precambrian block. We now await results from phase 2 which
we anticipate being able to announce before the end of October
2023.
The Company's strategy, following results from phase 1 which
confirmed MetalNRG's belief that there is a real possibility of a
larger un-discovered gold/base metal system at Gold Ridge; is to
more fully understand the interconnectivity of the geological
system which is likely to control the previously producing gold
mines in the area and progress work towards a drilling program.
In June 2023, we c onfirmed that EQTEC Italia, our joint
investment with EQTEC Plc and two family offices in a waste to
energy plant in Italy, located in Gallina, near Castiglione
d'Orcia, Tuscany, Italy, had completed handover protocols to EQTEC
Italia and was transferring plant operations to EQTEC Italia MDC
srl ("Italia MDC").
This announcement followed the Company's March 2023 announcement
that the Italia MDC was operational, having commenced export of
electricity to the national power grid on 8 March 2023 and having
produced biochar and commenced gasification in January 2023.
A further announcement on the partnership with EQTEC was made on
4 September 2023 and stated that EQTEC Italia have agreed a loan
facility of EUR2.9 million to refinance its Italian waste to energy
plant, located in Gallina, near Castiglione d'Orcia, Tuscany,
Italy.
The term of the Facility is 48 months, with an annual interest
rate of 2.5% over the six-month Euro Interbank Offered Rate
(Euribor), which currently makes the interest rate c. 6.5%. It is
offered by Banca del Fucino S.p.A., an historic private banking
group based in Rome. The loan is guaranteed up to 80% by
MedioCredito Centrale S.p.A., which is controlled by the Italian
Ministry of Economy. Release of funds through the Facility is
subject to the Plant's achievement of targeted performance criteria
set by the Lender.
Corporate Development and Outlook
Having addressed most of the Company's legal issues, the only
two legal processes outstanding are a claim brought by the Company
against Mr Rocco and a claim with the Employment Tribunal brought
by Mr Rocco against the Company. The Executive backed by the Board
is confident that it can now concentrate on operational matters and
drive the Company forward.
On 4 September 2023, the Company announced that a strategic
business review, which aims to capitalize on the Company's
anticipation of a potential bull-market cycle in the metals &
mining sector, was being completed, a further announcement was made
on 28 September 2023.
The strategic business review has now been concluded and the
Board has confirmed its decision to concentrate growth and value
creation efforts on the mining sector. The initial focus will
include gold and copper projects, alongside other precious and
strategic metals, which face high demand due to global
macroeconomic, energy transition, and technology trends.
As part of the review, we identified a number of potential
reverse take-over targets which are being evaluated to determine
the most suitable value acceleration for the benefit of its
shareholders.
Going forward MetalNRG will be driven to build a global natural
resources business, delivering industry leading returns and
sustainable dividends to shareholders.
The Company will create shareholder value through indirect and
direct investments targeting outright acquisitions, and majority or
minority interests, in three types of projects:
1. Late-stage development projects, that will be in production
within 12 to 18 months and offer additional upside
post-production
2. Projects that are currently in production and offer
substantial exploration and development upside
3. Projects that offer blue sky growth opportunities that could
become company-making mines of the future.
The Company appointed Chris Chadwick to the Board and Chris will
be instrumental in the implementation process. Chris is a highly
experienced mine operator with a demonstrated track record of
success in shareholder value creation. Chris was previously the
Chief Executive Officer of Gold One International and director of
Sibanye-Stillwater, one of the world's largest primary producers of
platinum, palladium, and rhodium and a top-tier gold producer. He
is also the co-founder and CEO of African Gold Acquisition Corp.
(NYSE: AGAC), a New York Stock Exchange-listed special purpose
acquisition company, from which he will resign in due course to
focus his experience and capabilities on MetalNRG. Chris has joined
the MetalNRG Board as Executive Director and is now working
alongside Rolf Gerritsen also Executive Director.
We also announced additional strengthening of the management
team, with the appointment of Andrew Sekandi as a Risk &
Compliance officer. Andrew brings 15+ years' experience advising
global mining firms on risk, compliance, due diligence, and market
entry. He has worked for global consulting firms KPMG, Kroll, and
Control Risks Group, and is a Namibian trained (non-practising)
lawyer.
Scott Gilbert joined as the Head of Operations. Scott brings 20+
years' experience as an operations, commercial and marketing
executive, with a focus on the African mining and natural resources
sector. He is currently the Financial and Commercial Operations
director of the Middelvlei gold project in South Africa. Finally,
Damon Chadwick has also joined the team in a senior project
management role. He will also take over the smooth running of all,
I.T., marketing and office support functions. With the team in
place, a clear direction to follow we now move full steam ahead
into the implementation of our plans and the Company will be making
further announcements as we make progress.
The Company will continue to seek additional projects that meet
its set investment criteria. The specific intention is to seek
opportunities where we can deliver early positive cash flows from
an asset and, where the cash generated from the operations allows
us to explore and develop those projects further.
As a result of the Company's strategic review, our partnership
with EQTEC and our investment in EQTEC Italia is now considered
non-core and the Company will be seeking the most suitable exit
from this investment and we will keep the market informed of our
progress on this.
The second part of the year presents the Company with enormous
opportunities and further announcements of the Company's plans will
be made in the coming months.
Legal Process
During the first half of last year, MetalNRG focused on
addressing its legal challenges. The year started with certain
shareholders requesting a General Meeting to remove certain board
members and replace them with their own nominees. At the General
Meeting, held in January 2023, the Resolutions set out in the
Notice of General Meeting were not passed by shareholders.
The legal process continued and in summary the Corporate
Defendants lost their case in the first instance and had paid
GBP450,000 of the GBP1.02 million claimed to the Company. The
Corporate Defendants had then sought the right to appeal the
summary judgement issued previously in respect of the GBP574,000
balance (having already had such permission denied on the papers).
The Corporate Defendants also appealed a portion of the prior costs
award made in the Company's favour. The Court found in favour of
the Company in both respects; refusing the Corporate Defendants
leave to appeal and denying their substantive appeal on costs. The
Corporate Defendants have now been ordered to pay the Company's
costs of these failed appeals.
April saw another court case come to a successful conclusion for
the Company when we announced the outcome of the appeal brought by
Mr Rocco against the Company in Scotland.
We believe that the most relevant cases have been concluded in
our favour and that we can move on with developing the business,
while still managing the outstanding legal processes in the UK High
Court and the Employment Tribunal in Scotland.
Financial Review
MetalNRG reported an unaudited operating loss for the six months
period ended 30 June 2023 of GBP509,176 which includes GBP205,579
in legal and professional fees relating to the BritNRG Ltd and
related claims (six months period to 30 June 2022: an unaudited
operating loss of GBP999,949). Basic and diluted loss per share for
the period was 0.04p and 0.04p respectively (six months period to
30 June 2202: Basic loss per share was 0.09p and diluted loss per
share was 0.09p).
Responsibility Statement
We confirm that to the best of our knowledge:
-- The interim financial statements have been prepared in
accordance with International Accounting Standard 34, Interim
Financial Reporting, as adopted by the EU;
-- The interim financial statements give a true and fair view of
the assets, liabilities, financial position and loss of the
Group;
-- The interim report includes a fair review of the information
required by DTR 4.2.7R of the Disclosure and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
interim financial information, and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
-- The interim financial information includes a fair review of
the information required by DTR 4.2.8R of the Disclosure and
Transparency Rules, being the information required on related party
transactions.
Consolidated Statement of Profit or Loss
6 months to 6 months Year ended
to 31 December
2022
30 June 2023 30 June
2022
Unaudited Unaudited Audited
GBP GBP GBP
Revenue - - -
Cost of sales - - -
-------------- ------------- -------------
Gross profit - - -
Administrative expenses (543,267) (999,949) (1,674,608)
Other operating income - - -
- - -
Operating loss before
tax (543,267) (999,949) (1,674,608)
Taxation - - -
Finance income 51,657 35,782
Finance costs (17,566) (139,029)
Impairment of investments (440,582)
Loss for the period (509,176) (999,949) (2,218,437)
============== ============= =============
Attributable to:
Equity holders of
the parent (509,176) (999,949) (2,218,437)
Non-controlling interests - - -
-------------- ------------- -------------
(509,176) (999,949) (2,218,437)
============== ============= =============
Earnings per share
- see note 3
Basic (0.04) pence (0.09) pence (0.19)
pence
Diluted (0.04) pence (0.09) pence (0.19)
pence
Consolidated Statement of Comprehensive Income
6 months 6 months Year ended
to to 31 December
30 June 30 June 2022
2023 2022
Unaudited Unaudited Audited
GBP GBP GBP
Loss after tax (509,176) (999,949) (2,218,437)
Items that may subsequently
be reclassified to profit
or loss:
(848) (452) (2,883)
* Foreign exchange movements 9,744 19,649
* Share option charge
Total comprehensive
loss (500,280) (1,000,401) (2,201,671)
========== ============ =============
Attributable to:
Equity holders of the
parent (500,280) (1,000,401) (2,201,671)
Non-controlling interests - - -
---------- ------------ -------------
(500,280) (1,000,401) (2,201,671)
========== ============ =============
Consolidated Statement of Financial Position
6 months 6 months Year ended
to 30 June to 31 December
2023 30 June 2022
2022
Unaudited Unaudited Audited
GBP GBP GBP
Non-current assets
Intangible fixed assets
Tangible fixed assets 575,077 575,077 575,077
Investments - - -
Investments in associates 863,387 1,293,053 860,843
Available for sale - - -
assets - - -
----------------- --------------- --------------
Total non-current
assets 1,438,464 1,868,130 1,435,920
----------------- ---------------
Current assets
Trade and other receivables 72,298 1,057,037 581,553
Cash and cash equivalents 34,405 12,073 24,724
----------------- --------------- --------------
Total current assets 106,703 1,069,110 606,277
----------------- --------------- --------------
Current liabilities
Trade and other payables (1,831,226) (1,601,239) (1,828,265)
----------------- --------------- --------------
Total current liabilities (1,831,226) (1,601,239) (1,825,265)
----------------- --------------- --------------
Non-current liabilities
Other non-current
liabilities (25,969) (19,861) (25,680)
----------------- --------------- --------------
Total non-current
liabilities (25,969) (19,861) (25,680)
----------------- --------------- --------------
Net assets (312,028) 1,316,140 188,252
================= =============== ==============
Equity
Share capital 359,997 350,349 359,997
Share premium 6,495,541 6,422,036 6,495,541
Share based payment
reserve 47,392 27,770 37,648
Retained losses (7,197,430) (5,469,766) (6,688,254)
Foreign currency reserve (17,528) (14,249) (16,680)
----------------- --------------- --------------
Equity attributable
to equity holders
of the parent (312,028) 1,316,140 188,252
Non-controlling interests - - -
Total equity (312,028) 1,316,140 188,252
================= =============== ==============
Consolidated Statement of Cash Flows
6 months 6 months Year ended
to to 31 December
30 June 30 June 2022
2023 2022
Unaudited Unaudited Audited
GBP GBP GBP
Cash flow from operating
activities
Operating loss (509,177) (999,949) (2,218,437)
Loss on sale of investment - - -
Impairment of investments - - 440,582
Foreign exchange (848) (452) (2,883)
Finance income (51,657) - (35,782)
Finance costs 17,566 8,872 139,029
Bonus shares issued - - -
Share option charge 9,744 9,771 19,649
Increase/(decrease) in
creditors 3,513 679,829 1,172,453
Decrease/(increase) in
debtors 560,912 31,989 543,255
Net cash used in operating
activities 30,054 (269,940) 57,866
---------- ----------- -------------
Cash flows from investing
activities
Payments for intangible - - -
assets
Payments for tangible - - -
fixed assets
Proceeds from sale of - - -
investment
Purchase of investments (2,543) (27,303) (35,676)
---------- ----------- -------------
Net cash used in investing
activities (2,543) (27,303) (35,676)
---------- ----------- -------------
Cash flows from financing
activities
Proceeds from issue of
shares and warrants - - 5,250
Cost of shares issued - - (327,164)
Convertible loan note
repayment (32,830) - (261,168)
Bridging loan repayment - - -
Bridging and other loan
financing 15,000 260,000 536,300
Net cash generated from
financing activities (17,830) 260,000 (46,782)
---------- ----------- -------------
Net increase/(decrease)
in cash and cash equivalents 9,681 (37,243) (24,592)
Cash and cash equivalents
at the beginning of period 24,724 49,316 49,316
Cash and cash equivalents
at end of period 34,405 12,073 24,724
========== =========== =============
Consolidated Statement of Changes in Equity
Share Share Share Retained Foreign Non-controlling Total
capital premium based earnings currency interest
payment reserve
reserve
GBP GBP GBP GBP GBP GBP GBP
As at 30 June
2021 332,116 5,911,719 - (3,473,406) (435) (21,984) 2,748,010
============================= ============================= ============================= ============================= ============================= ============================= =============================
Loss for the
period - - - (996,411) - 22,484 (973,927)
Translation
differences - - - - (13,362) - (13,362)
----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
Total
comprehensive
income - - - (996,411) (13,362) 22,484 (987,289)
Share option
charge - - 17,999 - - - 17,999
Shares issued 18,233 616,567 - - - (500) 634,300
Share issue
costs - (106,250) - - - - (106,250)
----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
Total
contributions
by and
distributions
to owners of
the Company 18,233 510,317 17,999 - - (500) 546,049
----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
As at 31
December
2021 350,349 6,422,036 17,999 (4,469,817) (13,797) - 2,306,770
============================= ============================= ============================= ============================= ============================= ============================= =============================
Loss for the
period - - - (999,949) - - (999,949)
Translation
differences - - - - (452) - (452)
----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
Total
comprehensive
income - - - (999,949) (452) - (1,000,401)
Share option
charge - - 9,771 - - - 9,771
Shares issued - - - - - - -
Total
contributions
by and
distributions
to owners of
the Company - - 9,771 - - - 9,771
----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
As at 30 June
2022 350,349 6,422,036 27,770 (5,469,766) (14,249) - 1,316,140
============================= ============================= ============================= ============================= ============================= ============================= =============================
Loss for the
period - - - (1,218,488) - - (1,218,488)
Translation
differences - - - - (2,431) - - - 2,431
----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
Total
comprehensive -
income - - - (1,218,488) - (2,431) - - 1,220,919
Share option
charge - 9,878 - - - 9,878
Shares issued 9,648 68,255 - - - - 77,903
Share issue
costs 5,250
Total
contributions
by and
distributions
to owners of
the Company 9,648 73,505 9,878 - - - 93,031
----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
As at 31
December - -
2022 359,997 6,495,541 37,648 (6,688,254) (16,680) - 188,252
============================= ============================= ============================= ============================= ============================= ============================= =============================
Loss for the
period - - - (509,176) - - (509,176)
Translation
differences - - - - - (848) - - 848
----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
Total
comprehensive -
income - - - (509,176) - (848) - - (509,176)
Share option
charge - 9,744 - - - 9,744
Shares issued - - - - - - -
Total
contributions
by and
distributions
to owners of
the Company - - 9,744 - - - 9,744
----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
As at 30 June - - (312,028
2023 359,997 6,495,541 47,392 (7,197,430) - (17,528) - )
============================= ============================= ============================= ============================= ============================= ============================= =============================
Half-yearly report notes
1. Half-yearly report
This interim report was approved by the Board of Directors on 28
September 2023.
The information relating to the six months periods to 30 June
2023 and 30 June 2022 are unaudited.
The information relating to the year ended 31 December 2022 is
extracted from the audited financial statements of the Company
which have been filed at Companies House and on which the auditors
issued an unqualified audit report. The condensed interim financial
statements have been reviewed by the Company's auditor.
2. Basis of accounting
The interim financial statements have been prepared using
accounting policies and practices that are consistent with those
adopted in the statutory financial statements for the year ended 31
December 2022, although the information does not constitute
statutory financial statements within the meaning of the Companies
Act 2006. The interim financial statements have been prepared under
the historical cost convention.
These interim financial statements are prepared in accordance
with IAS 34 Interim Financial Reporting as adopted by the European
Union and the Disclosure and Transparency Rules of the UK Financial
Conduct Authority.
This interim report does not include all the notes of the type
normally included in an annual financial report. Accordingly, this
interim report should be read in conjunction with the annual report
for the year ended 31 December 2022, which have been prepared in
accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union.
The Company will report again for the full year to 31 December
2023.
Going concern
The Company's day to day financing is from its available cash
resources.
The Company is confident of raising funds to enable it to
continue to develop its targeted investments and exploration
campaigns across its key projects over the next 12-18 months and
the Directors are confident that adequate funding can be raised as
required to meet the Company's current and future liabilities.
For the reasons outlined above, the Directors are satisfied that
the Company will be able to meet its current and future
liabilities, and continue trading, for the foreseeable future and,
in any event, for a period of not less than twelve months from the
date of approving this interim report. The preparation of these
interim financial statements on a going concern basis is therefore
considered to remain appropriate.
Critical accounting estimates
The preparation of condensed interim financial statements
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the end of the
reporting period. Significant items subject to such estimates are
set out in the Company's 2022 Annual Report and Financial
Statements. The nature and amounts of such estimates have not
changed significantly during the interim period.
Intangible assets
Exploration and development costs
All costs associated with mineral exploration and investments
are capitalised on a project-by-project basis, pending
determination of the feasibility of the project. Costs incurred
include appropriate technical and administrative expenses but not
general overheads. If an exploration project is successful, the
related expenditures will be transferred to mining assets and
amortised over the estimated life of economically recoverable
reserves on a unit of production basis.
Intangible assets
Exploration and development costs
Where a licence is relinquished or a project abandoned, the
related costs are written off in the period in which the event
occurs. Where the Group maintains an interest in a project, but the
value of the project is considered to be impaired, a provision
against the relevant capitalised costs will be raised.
The recoverability of all exploration and development costs is
dependent upon the discovery of economically recoverable reserves,
the ability of the Group to obtain necessary financing to complete
the development of reserves and future profitable production or
proceeds from the disposition thereof.
3. Earnings per share
6 months 6 months Year ended
to to 31 December
30 June 30 June 2022
2023 2022
Unaudited Unaudited Audited
GBP GBP GBP
These have been calculated
on a loss of: (509,176) (999,949) (2,218,437)
---------------- ---------------- ----------------
The basic weighted
average number of
shares used was:
1,231,704,269 1,135,219,460 1,180,022,761
The diluted weighted
average number of
shares used was: 1,899,265,537 1,608,853,296 1,950,141,406
---------------- ---------------- ----------------
Basic loss per share: (0.04) pence (0.09) (0.19) pence
pence
Diluted loss per (0.04) pence (0.09) (0.19) pence
share: pence
4. Events after the reporting period
There were no reportable events after the reporting period other
than those highlighted in the 'Financial Review'.
The Condensed interim financial statements were approved by the
Board of Directors on 28 September 2023.
For the purposes of UK Mar, the person responsible for arranging
for the release of this announcement on behalf of the Company is
Rolf Gerritsen, Chief Executive Officer.
__________________________________________________________________________
For further information, please contact:
MetalNRG PLC:
Rolf Gerritsen +44 (0) 20 3709 8740
-------------------------
Chris Chadwick +44 (0) 20 3709 8740
-------------------------
Peterhouse Capital Limited - Joint Broker:
Lucy Williams + 44 (0) 207 469 0930
-------------------------
Duncan Vasey + 44 (0) 207 469 0930
-------------------------
S I Capital Limited - Joint Broker:
Nick Emerson +44 (0) 1483 413500
-------------------------
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IR PPURCBUPWGBR
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