Director Appointment, Financing & Option Ex...

MetalNRG plc

“MetalNRG” or the “Company”

Director Appointment, Strategic Financing & Director Option Exercise

MetalNRG (LON:MNRG), the London NEX Exchange quoted natural resource investing company, is pleased to announce the appointment of Gervaise Heddle as Non-Executive Director with immediate effect.  The Company is also pleased to announce a Strategic Financing raising an aggregate £342,500 through a Placing and Subscription and the exercise of Director share options.

Highlights:

• Gervaise Heddle appointed as a Non-Executive Director of MetalNRG with immediate effect.  In line with other Board members Mr Heddle receives no initial cash compensation but is awarded share options as outlined below.

• Strategic financing undertaken through a placing and subscription (“Placing”) of 59,000,000 new ordinary shares of 0.01p (“Placing Shares”) raising £295,000 at 0.5p per share to support the Company as it implements its strategic plan and Investing Policy.  Each Placing Share is accompanied by one half warrant to subscribe for one new ordinary share at 1p over an 18 month exercise life.

• Directors have exercised 9,500,000 existing options at 0.5p simultaneously with the Placing investing a further £47,500 in the Company.  Paul Johnson, CEO, also invests a further £2,500 in the Placing bringing the total invested by the Board to £50,000. In addition Somers Investments Limited, of which Chairman Christopher Latilla-Campbell is a potential beneficiary, has invested £35,000 in the Placing.

• Total additional funding raised today amounts to £342,500, which increases cash at bank to approximately £480,000 providing a pool of capital for business expansion.

Christopher Latilla-Campbell, Chairman of MetalNRG plc commented: “I am delighted to welcome Gervaise Heddle to the Board and look forward to working with him as we look to reinvigorate and build MetalNRG.

I am also grateful for the support investors have provided through this financing which now, as the resource sector emerges from the difficult recent years, provides the Company with the working capital to proactively pursue its stated objectives. With the Board exercising options at the same price as the Placing we stand side by side with investors in the commitment of cash to the Company.”

Paul Johnson, Chief Executive Officer of MetalNRG plc commented: “It is time for MetalNRG to make material progress.  We are in the right sector, at the right time, and have the internal team and access to professionals externally with the right mix of skills to build our business.  We now also have the initial working capital to implement our plans.

We applaud investors who have the boldness and belief to invest in the natural resource sector at this time and will work very hard to deliver on our shareholders’ ambitions to see a substantial return on their investment.”

Placing and Subscription Summary

MetalNRG has agreed the Placing which raises £295,000 gross proceeds through the issue of the Placing Shares at a price of 0.5p per share.

Each Placing Share issued has an accompanying half warrant to subscribe for one new ordinary share in MetalNRG at a price of 1p at any time within the 18 months following admission to trading of the Placing Shares (a total of 29,500,000 warrants).

The Placing Shares are expected to be admitted to trading on or around 30 March 2017.

Director Participation in the Placing and Subscription

Paul Johnson, Chief Executive Officer of MetalNRG, is to subscribe £2,500 for an additional 500,000 ordinary shares in the Company.  Further details of his total holding, incorporating this subscription and his option exercise, is provided below.

In addition, Somers Investments Limited, in whose shares Company Chairman Christopher Latilla-Campbell is deemed to be interested, as he is a potential beneficiary of a discretionary trust which controls it, is to subscribe £35,000 for an additional 7,000,000 ordinary shares in the Company.

The participation by the Directors is a Related Party Transaction under the NEX Exchange Growth Market Rules for Issuers.

Director Option Exercise

The Directors of the Company are exercising 9,500,000 options (“Option Exercise”) granted on 8 November 2016, raising a further £47,500 for the Company.

The options to be exercised are as follows:

Paul Johnson (CEO)                                                  4,500,000 0.5p options           (£22,500)

Christopher Latilla-Campbell (Chairman)                  3,000,000 0.5p options           (£15,000)

Christian Schaffalitzky (Non-Executive Director)       2,000,000 0.5p options           (£10,000)

The Option Exercise shares are expected to be admitted to trading on or around 30 March 2017.

Under the terms of the Option Agreement (as announced on 8 November 2016) as the above options are being exercised within one year of grant, all Directors will receive a bonus option for every option exercised. The bonus options will have an exercise price of  0.75p for each option and can be exercised at any time up to and expiring on the same date as the original options (7 November 2019).

Following the exercise of the options as above, the remaining options (including bonus options referred to above) held by Directors are as follows:

Expiring 7 November 2019:

Paul Johnson (CEO)                                                     4,500,000        0.75p options

Christopher Latilla-Campbell (Chairman)                     3,000,000        0.75p options

Christian Schaffalitzky (Non-Executive Director)             500,000        0.5p options

                                                                                      2,000,000        0.75p options

Expiring 15 March 2020:

Gervaise Heddle                                                           3,000,000        0.5p options

Director Shareholdings

Following the above transactions the directors will be interested in the following shares and percentage holdings in the issued share capital of the Company:

Paul Johnson (CEO)                                                                14,513,634       10.68%

Christopher Latilla-Campbell (Chairman)                               29,540,442*       21.74%*

Christian Schaffalitzky (Non-Executive Director)                     2,100,000          1.55%

Gervaise Heddle (Non-Executive Director)                              9,513,634          7.00%

Total director holdings:                                                           55,667,710        40.97%

* Christopher Latilla-Campbell’s interests include the 21,250,000 shares held by Somers Investments Limited, in whose shares he is deemed to be interested, as he is a potential beneficiary of a discretionary trust which controls it.

Total Voting Rights

Following the issue of the Placing Shares and the Option Exercise shares, the number of ordinary shares in issue in the Company will increase to 135,859,271 shares.  For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules ("DTRs"), the issued ordinary share capital of MetalNRG following this allotment consists of 135,859,271 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.

Director Appointment Information

Gervaise Robert John Heddle has been appointed as a Non-Executive Director of MetalNRG.

Mr Heddle (aged 44) holds a B.Ec from the University of Adelaide and has held various board roles on public and private companies.  Mr Heddle is currently Chief Executive Officer of AIM listed Greatland Gold plc and Non-Executive Director of AIM listed Thor Mining plc.

Current Directorships:

Greatland Pty Limited

Greatland Gold plc

Thor Mining plc

Bletchley Economics

Past Directorships in the last 5 years:

ARES Capital Management Pty Limited

Macquarie Alternative Property Holdings Pty Limited

Macquarie Investment Management Australia Limited

MQ Capital Pty Limited

MQ Specialist Investment Management Limited

Macquarie Income Investments Pty Limited

Mr Heddle has a beneficial interest in 9,513,634 shares in the Company representing 14.12% of the issued share capital of the Company at present, or 7.00% following the issue of the Placing and option exercise shares on or around 30 March 2017.

Appointment Terms:

In line with all other Board members Mr Heddle will receive no cash compensation until the net assets of the Company exceed £1.5million.  Mr Heddle has been granted 3 million options (“Director Options”) vesting immediately on today’s date and on the same terms as the other Director Options announced on 8 November 2016.

The terms include an exercise price of 0.5p with a 3-year exercise period.  In the event that Mr Heddle exercises all or part of the options before the first anniversary from the date of grant, then he will receive upon exercise, one new ordinary share in addition to one new bonus option with an exercise price of 0.75p each, expiring on the same date as the original Option.

In the event that Mr Heddle exercises all or part of the options after the first anniversary from but before the second anniversary of the date of grant, then he will receive upon exercise, one new ordinary share in addition to one-half of a new bonus option with an exercise price of 0.75p each, expiring on the same date as the original option.

Paul Johnson, Chief Executive Officer added “The bonus option scheme recognises the nil cash remuneration for all the Board and also incentivises the Board to exercise options earlier bringing additional cash into the Company and further aligning the Board with shareholder interests.”

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

Paul Johnson (Chief Executive Officer)                                  [phone]

Cairn Financial Advisers LLP

James Caithie/Liam Murray                                                   [phone]

Notes for Editors:

MetalNRG is quoted on the NEX Exchange Growth Market in London with the stock code MNRG and is a natural resource investing company.

NEX Exchange:

Investors wishing to consider trading in NEX Exchange quoted shares can access this market from numerous brokers, a full list of which can be accessed through the following link:

http://www.nexexchange.com/for-investors/find-a-broker/

The list accessed through the link above includes certain brokers offering online trading of NEX Exchange quoted shares.

The Investing Policy of the Company is as follows:

The Company’s proposed new Investing Policy is 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.