Results of General Meeting

DIRECTORATE CHANGE 

ISSUE OF SHARES 

NUMBER OF SHARES IN ISSUE 

 

At at a general meeting of the Company held on 11 March 2016 the following resolutions, were all passed unanimously: 

 

ORDINARY RESOLUTIONS 

 

1 THAT subject to the passing of resolutions 2, 3 and 4, each of the issued ordinary shares of 0.5 pence each in the capital of the Company is sub-divided into: 

 

    1.1   one ordinary share of 0.01 pence each; and 

 

    1.2   one deferred share of 0.49 pence each. 

 

2 THAT subject to the passing of resolutions 1, 3 and 4, in accordance with section 551 of the Companies Act 2006 (the "2006 Act"), the Directors be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of GBP15,000 provided that: 

 

    1.1    this authority shall, unless renewed, varied or revoked by the Company, expire on the earlier of the date falling 15 months after the date of the passing of this resolution and the conclusion of the subsequent annual general meeting of the Company; and 

    1.2    that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. 

 

SPECIAL RESOLUTIONS 

 

3 THAT subject to the passing of resolutions 1, 2 and 5, the new Articles of Association of the Company contained in the document signed by the Chairman for the purposes of identification be and are approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company. 

 

4 THAT subject to the passing of resolutions 1, 2 and 4, and in accordance with section 570 of the 2006 Act, the Directors be generally empowered to allot equity securities (as defined in section 560 of the 2006 Act) pursuant to the authority conferred by resolution 2, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall: 

 

    1.1   be limited to the allotment of equity securities up to an aggregate nominal amount of GBP15,000; and 

 

    1.2   expire with the authority granted by resolution 2 (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired. 

 

5 THAT the name of the Company be changed to MetalNRG plc. 

 

6 THAT the Company shall adopt the proposed Investing Policy. 

 

Change of Directors 

 

Mr Jonathan de Thierry has resigned as a Director and Chairman of the Company. Mr Paul Johnson has been appointed as a new Non-executive Director. Mr Christopher Latilla-Campbell has been appointed as Chairman and said, "We are grateful to Jonathan for his long and supportive service to the Company and wish him well in the future. It is a pleasure to welcome Paul Johnson onto the Board and we look forward to an active, innovative and prosperous future for the company as we implement the new Investing Policy." 

 

Issuance of New Shares 

 

Subsequent to the General Meeting the Company reports that Metal Tiger PLC has subscribed for 19,027,268 New Ordinary Shares of 0.01 pence at a price of 0.2628 pence each, and that these shares have been issued. As a consequence there are now 67,359,271 Ordinary shares of 0.01 pence in issue and that this number should be used in calculating interests in relation to any disclosure required by the Disclosure and Transparency Rules. 

 

Change of Name and Issuance of Share Certificates 

 

The Directors of the Company confirm that following the change in share structure and the change of the Company's name from ZimNRG to MetalNRG, that the Company's registrar has been instructed to issue new share certificates and to make the required changes to Crest accounts as appropriate. New share certificates will be distributed to shareholders with certificated holdings forthwith and are anticipated to reach such shareholders within 10 business days. There is no change to the ISIN number. Trading in New Ordinary Shares on ISDX will commence from market opening on Tuesday 15 March at 08:00am. 

 

New Investing Policy Approved 

 

The Company's new Investing Policy approved at the General Meeting is as follows: 

 

To invest in and/or acquire companies and/or projects within the natural resources and/or energy sector with potential for growth and value creation, over the medium to long term. The Company will also consider opportunities in other related sectors if the Board considers there is an opportunity to generate an attractive return for Shareholders. This will include natural resource technologies and fintech opportunities offering leverage to resource identification, processing, recording, storage and trading businesses.  

 

Where appropriate, the Board may seek to invest in businesses where it may influence the business at a board level, add their expertise to the management of the business, and utilise their significant industry relationships. 

 

The Company's interests in a proposed investment and/or acquisition may range from a minority position to full ownership and may comprise one investment or multiple investments. The proposed investments may be in either quoted or unquoted companies; be made by direct acquisitions or farm-ins; and may be in companies, partnerships, earn-in joint ventures, debt or other loan structures, joint ventures or direct or indirect interests in assets or projects. 

 

The Board may focus on investments where intrinsic value can be achieved from the restructuring of investments or merger of complementary businesses. The Board expects that investments will typically be held for the medium to long term, although short term disposal of assets cannot be ruled out if there is an opportunity to generate an attractive return for Shareholders. The Board will place no minimum or maximum limit on the length of time that any investment may be held. The Company may be both an active and a passive investor depending on the nature of the individual opportunity. 

 

Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets. The Company does not currently intend to fund any investments with debt or other borrowings, but may do so if appropriate. Investments in early stage assets are expected to be mainly in the form of equity, with debt potentially being raised later to fund the development of such assets. Investments in later stage assets are more likely to include an element of debt to equity gearing. The Board may also offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including, for example, delays in collecting accounts receivable, unexpected changes in the economic environment and operational problems. 

 

The Board will conduct initial due diligence appraisals of potential business or projects and, where they believe further investigation is warranted, intend to appoint appropriately qualified persons to assist. The Proposed Board believes its expertise will enable it to determine quickly which opportunities could be viable and so progress quickly to formal due diligence. The Company will not have a separate investment manager. The Company proposes to carry out a comprehensive and thorough project review process in which all material aspects of a potential project or business will be subject to rigorous due diligence, as appropriate. 

 

Christopher Latilla-Campbell 

Chairman 

 

For further information contact: 

MetalNRG plc 

Christopher Latilla-Campbell 

01604 845 551 

 

Loeb Aron & Co Ltd 

ISDX Corporate Adviser 

Anthony Kluk / Peter Freeman 

020 7628 1128 

 

 ZimNRG plc