Strategic Update, Board Changes & Director Financing

23 February 2018

MetalNRG PLC
(the "Company" or “MetalNRG”)

Strategic Update, Board Restructuring and Director Financing

MetalNRG plc (NEX:MNRG), the natural resource investing company quoted on the NEX Exchange Growth Market in London is pleased to provide a business update to shareholders encompassing a strategic update, board restructuring and director financing.

Highlights:

• MetalNRG continues to build its portfolio with Cobalt, Lithium and Gold opportunities in North America (USA/Canada) and Western Australia (including the Pilbara);

• Project review work undertaken has created a pipeline of new resource projects and other investment opportunities particularly in recent months;

• The range of opportunities identified are more than MetalNRG could house internally and the Company has identified a route to secure shareholder value by assisting project owners with access to new investment, application of commercial management and where appropriate assist these entities in making application to trading on the NEX Exchange Growth Market or the Standard List of the London Stock Exchange;

• MetalNRG has progressed a number of potential new company initiatives and is now preparing, with advisors, to secure London Stock Exchange Standard List admissions for a new resource investing company and thereafter a number of new operating companies which will generally be focused on commodity or geography specific resource opportunities;

• In addition, the Board is considering moving MetalNRG to the standard segment of the London Stock Exchange to improve traded liquidity and provide wider access to capital for the Company;

• To ensure maximum efficiency and focus in pursuing MetalNRG‘s new development plan, Paul Johnson has stepped down as the Company’s Chief Executive Officer and the Company has appointed Rolf Gerritsen as Chief Executive Officer with immediate effect. Paul Johnson will remain on the Board as a Non-Executive Director and will be focused on new project opportunities and assisting the new Chief Executive Officer with the development of new listed vehicles;

• Mr Gerritsen’s remuneration package is to be weighted heavily towards successful delivery of corporate transactions;

• Mr Gerritsen will also be granted share options over 5 million MetalNRG ordinary shares with an exercise price of 3p per share and exercisable at any time after 12 months of service, until the third anniversary of his appointment. The options are also subject to the admission of one new investee company being admitted to a publicly regulated stock exchange;

• MetalNRG will help coordinate the listing of new companies to regulated stock exchanges and will receive shares in such companies as compensation for this coordination work. This will also reflect the value of any existing interest in projects and companies that are spun out of MetalNRG via application to trading on a regulated stock exchange. In addition, the Company may choose to invest pre-IPO, and upon IPO in new listed companies, to increase its exposure via obtaining further shares in these companies;

• As a demonstration of their commitment to the Company and its development plan, the new Chief Executive Officer, Rolf Gerritsen, and the outgoing Chief Executive Officer, Paul Johnson, will each invest £50,000 in subscribing for new MNRG ordinary shares at 2p per share and will be issued with 1 for 1 warrants exercisable at 3p per share and at any time for a period of three years from grant;

• The £100,000 investment by Mr Gerritsen and Mr Johnson demonstrates commitment to the business model and provides the Company with additional working capital to help finance a step change in growth within the Company;

• The Company’s intention through the above developments is to become a London focused mining investment and development house, providing a mechanism for quality resource project owners to see proactive advancement and financing for their resource opportunities;

• Should the Company be successful, MetalNRG shareholders will see the value of their shareholding appreciate through project development internally and also from the increasing portfolio of stakes in new listed vehicles.

Paul Johnson, MetalNRG’s outgoing Chief Executive Officer commented “I am pleased that we have reached a point where leadership of MetalNRG can now be passed to Rolf Gerritsen, who is a capable and driven executive with extensive relevant experience.

The level of work pressures in recent months has been considerable with numerous individuals, groups and organisations seeking finance, management and listings for their projects. My work time has been spent on developing these interests. As a result, through MetalNRG a substantial pipeline of new resource projects and other investment opportunities has been secured. In respect of those opportunities suitable for new listings, these will be available to MetalNRG should it wish to take them forward.

In order to move these opportunities forward, MetalNRG needs a dedicated full-time Chief Executive Officer, not just to coordinate and manage MetalNRG’s general corporate activities, but also to manage the process of new corporate transactions and the development of new listed companies.

There is a lot of work to do, however, given the substantial equity participation of the board of MetalNRG and the remuneration package developed for Rolf, financial returns will only come for the Board and the shareholders if MetalNRG’s development plan is successful.”

Rolf Gerritsen, MetalNRG’s new Chief Executive Officer, added: “I look forward to building MetalNRG as an active constituent of the London resource investment and development community.

There are certain ingredients needed to build a successful resource investing house in London. Access to deal flow is paramount and we certainly have that. We have strong support from investors for which we are grateful and this continued support will be needed as the new investee companies we create, and seek to move to trading on regulated stock exchanges, will be looking themselves to raise capital. Finally, an understanding of the marketplace including investors’ expectations, market practice and, particularly in our case, the listing processes, is key. We have built that awareness internally and have the business advisory relationships needed to undertake our work.

Taking a look at the market, despite being in the early stage of the resource sector recovery process, there are investable listed/quoted resource companies with modest market valuations. We therefore see an opportunity now to develop new reasonably valued listed companies which will be attractive to resource investors. Good quality listed resource companies with attractive portfolios and finance will, I believe, attract considerable interest which will provide an opportunity for MetalNRG to secure material capital gains.

More information on our development will follow and I will ensure we regularly communicate new developments to the market.”

Financing Subscription Information

Rolf Gerristen, MetalNRG’s new Chief Executive Officer, will invest £50,000 in subscribing for 2,500,000 new MetalNRG ordinary shares at 2p per new share. In addition, Rolf Gerritsen will be issued with 2,500,000 warrants, each to subscribe for a further new ordinary share at an exercise price of 3p. The warrants will have a 30 month exercise life.

Following the issue of the new MetalNRG ordinary shares and admission to trading, Rolf Gerritsen will hold 2,500,000 MetalNRG ordinary shares representing 1.73% of the then issued share capital of the Company.

Paul Johnson, MetalNRG’s outgoing Chief Executive Officer, will invest £50,000 in subscribing for 2,500,000 new MetalNRG ordinary shares at 2p per new share. In addition, Paul Johnson will be issued with 2,500,000 warrants, each to subscribe for a further new ordinary share at an exercise price of 3p. The warrants will have a 30 month exercise life.

Following the issue of the new MetalNRG ordinary shares and admission to trading Paul Johnson will hold 17,413,634 MetalNRG ordinary shares representing 12.06% of the then issued share capital of the Company.

In total 5,000,000 new MetalNRG ordinary shares are expected to be admitted to trading on NEX Exchange Growth Market on or around 9 March 2018.

Total Voting Rights

For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules ("DTRs"), following completion of the issue of the new MetalNRG ordinary shares referred to above, the issued ordinary share capital of MetalNRG will consist of 144,326,404 ordinary shares with voting rights attached (one vote per share). There are no shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, MetalNRG under the DTRs.

Background Biography and Regulatory Information - Rolf Gerritsen:

Rolf Gerritsen is an entrepreneurial executive, with strong strategic, organisational, commercial and financial skills and an exceptional delivery record developed over the last 30 years. Rolf Gerritsen has specific focus on the Natural Resources sector including strategic development & implementation and sourcing capital for growth companies, special situations and restructuring.

Rolf, who speaks 4 languages fluently has extensive international experience and has worked in Europe, The USA, Africa, Australia, Middle East, the Far East and South America.

Over the last few years he has worked with the Boards of listed and private mining companies developing, designing and implementing growth strategies while ensuring the appropriate capital is sourced to deliver the plan. Recent experience includes:

• Initiated the acquisition of an AIM listed company, restructured the Board, the management team and raised funds to secure its survival.

• Worked with the board of an AIM listed mining company advising on all strategic investor relation aspects, raised more than US$90 million in project finance and equity to fund the development of a new mine which is now operational.

• Worked with the board of a private mining company and raised US$40 million to fund the reopening of a Nickel mine in Africa.

• Working with a private investment fund identifying investment targets on AIM, leading the investment process, the due diligence process leading to successful investments.

• Working with the board of an AIM listed Alternative Energy group on a secondary placement to strengthen their balance sheet to ensure funding can be put in place at a project level.


Current Directorships and Partnerships Past Directorships and Partnerships over 
the last 5 years

ECRG Limited None

RCA Associates Limited

Pearman Investments LLP

Pursuant to Paragraph 21, Appendix 1 of the NEX Exchange Growth Market Rules for Issuers, ECRG Limited is in a Voluntary Arrangement for a period of 36 months and is making voluntary contributions to HMRC which commenced in May 2017. The Voluntary arrangement has been approved by a creditors meeting. The Arrangement included approximately £66,000 owing to HM Revenue & Customs. To date the amount paid to the administrators amounts to £24,000 and the total outstanding debt to creditors is currently £44,000.

There is no further information that is required to be disclosed pursuant to Paragraph 21, Appendix 1 of the NEX Exchange Growth Market Rules for Issuers.

The Directors of the Company accept responsibility for the contents of this announcement.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

Contact details:


MetalNRG PLC 
Rolf Gerritsen (Chief Executive Officer) +44 (0) 20 3778 0516

NEX Exchange Corporate Adviser 
PETERHOUSE CORPORATE FINANCE LIMITED +44 (0) 20 7469 0930 
Guy Miller/Mark Anwyl

Corporate Broker 
SI CAPITAL +44 (0) 1483 413500 
Nick Emerson/Andy Thacker

.

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