Issue of Equity for Share Element of Cobalt Acq...

MetalNRG plc
(‘MetalNRG’ or the ‘Company’)

Issue of Equity for Share Element of Cobalt Acquisitions

25 July 2017

MetalNRG plc (LON:MNRG), the natural resource investing company quoted on the NEX Exchange Growth Market in London is pleased to announce the issue of equity in the Company at 1.5p per share in respect of the recently announced transactions in Australian and United States cobalt opportunities.

Paul Johnson, Chief Executive Officer of MetalNRG commented: “I am pleased to confirm this issue of equity which demonstrates that the first stage investment into both the Australian and US cobalt opportunities is complete.

We look forward to releasing exploration updates from across our existing cobalt portfolio, alongside any new project opportunities, in the near future.”

Issue and allotment of new MetalNRG ordinary shares

On 29 June 2017, MetalNRG announced an agreement to acquire cobalt licences in Western Australia (the ‘Palomino Cobalt Project’).  Under the terms of the agreement, the Company agreed, inter alia, to issue new Ordinary Shares (‘MetalNRG shares’) to the vendors.  The Company has now issued 1,000,000 MetalNRG shares to the vendors at a deemed price 1.5p per share. 

On 12 July 2017, MetalNRG announced an agreement to invest AUD$ 200,000 (c. £118,000) for a 18.18% holding in US Cobalt Pty Limited (‘US Cobalt’).  Under the terms of the investment the Company also secured a 3 month option to acquire the remaining 81.82% of the shares of US Cobalt for an option fee of AUD$50,000 (approximately £29, 507) to be satisfied in MetalNRG shares.  The Company has now issued 1,967,133 MetalNRG shares to the vendors at a deemed price of 1.5p per share.

A total of 2,967,133 new MetalNRG shares have been issued and these shares will rank, pari passu, in all respects with the existing MetalNRG shares, including the right to receive all dividends and other distributions declared, paid or made after the date of issue.  The new MetalNRG shares will be admitted to trading on the NEX Exchange Growth Market.  

Total Voting Rights

For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules ("DTRs"), the issued ordinary share capital of MetalNRG now consists of 138,826,404 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.

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

Contact Details:

METALNRG PLC
Paul Johnson (Chief Executive Officer)      [phone]
NEX Exchange Corporate Adviser

PETERHOUSE CORPORATE FINANCE LIMITED
Guy Miller/Mark Anwyl              [phone]
Corporate Broker

S I CAPITAL
Nick Emerson/Andy Thacker                  [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.