THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is for information purposes only and is not a prospectus and not an offer of securities for sale in any jurisdiction, including in the United States, Australia, Canada, Japan and South Africa.
29th November 2019
(The "Company" or "MetalNRG")
Proposed acquisition of 75% of issued share capital of an established Romanian oil and gas operator, by a London-based oil and gas investment specialist and MetalNRG Plc, focused on early cash-flow generating natural resource development projects.
MetalNRG plc (LON:MNRG), the natural resource investing and exploration company, announces that it has signed an exclusivity agreement, non-binding, with the owner (the "Vendor") of an established operating company based in Romania, which owns 100% of a target oil and gas concession, valid to 2034. MetalNRG is entering into the exclusivity agreement in collaboration with a London-based oil and gas investment specialist.
The purpose of the exclusivity agreement is to set out the heads of terms upon which the purchasing parties will acquire 75% of the issued share capital of the operating company from the Vendor for both an upfront payment and a free-carry component of the initial development capital and the exclusivity period for the purchasers to review and carry out due diligence on the transaction (the "Transaction"). The exclusivity period has commenced and will run until 28th February 2020.
Together with such other terms and conditions as may be agreed between the parties during the exclusivity period, the terms set out in the exclusivity agreement will be incorporated into legally binding contracts for the completion of the Transaction.
The parties agree that the Transaction will be subject to satisfactory completion of a comprehensive due diligence process and execution of mutually satisfactory acquisition documentation.
The Vendor will sell the operating company's shares to the purchasers with full title guarantee, free of any charges, mortgages, encumbrances or security interests of every whatsoever nature and the Transaction will be subject to shareholder and UK/Romanian regulatory approvals.
The exclusivity agreement and subsequent contracts will be governed by English law and subject to the jurisdiction of the courts of England and Wales.
Each of the parties has agreed to use its reasonable endeavours to work towards completion of the Transaction by 28th February 2020.
Rolf Gerritsen, CEO of MetalNRG commented "I am pleased to have agreed the basis of a robust deal for this investment opportunity and to have entered the exclusivity period. Due diligence has commenced in earnest, and we look forward to delving into the detail of the oil and gas concession in the coming months. This near term cashflow generative project has the potential to add substantial value to the Company alongside our Gold Ridge Project and I look forward to updating the market as we make progress with our due diligence process. As announced previously it has always been my intention to seek additional asset to invest in and this is one project that appears to tick all our investment requirements"
Rolf Gerritsen, CEO of MetalNRG, arranged for the release of this announcement.
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
The directors of the Company accept responsibility for the contents of this announcement.
For further information, please contact:
METALNRG PLC - Rolf Gerritsen (Chief Executive Officer)
+44 (0) 20 7796 9060
Joint Broker PETERHOUSE CAPITAL LIMITED - Guy Miller/
+44 (0) 20 7469 0930
Corporate Broker SI CAPITAL - Nick Emerson
+44 (0) 1483 413500
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