Warrants Exercise, Director Options Exercise, U...

1 June 2018

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

EARLY WARRANTS EXERCISE AND DIRECTOR OPTIONS EXERCISE

and

BUSINESS UPDATE

MetalNRG plc (NEX:MNRG), the natural resource investing company quoted on the NEX Exchange Growth Market in London, is pleased to announce the exercises of warrants and options and a business update for shareholders.

Early Warrants Exercise

Recognising the Company’s desire to see a listing on the Standard List of the London Stock Exchange, the Company sought early exercise of the warrants that were attached to the March 2017 financing to provide additional financial flexibility to the Company when executing this market transfer. As compensation for early exercise the relevant warrant holders will receive 1 for 1 replacement warrants exercisable at 3p per share with a life to expiry of 24 months. 

The Company is pleased to advise that it has now received notification that 15,750,000 warrants are to be exercised early at 1p per share generating an additional £157,500 for the Company. 15,750,000 new MetalNRG Ordinary Shares together with 15,750,000 replacement warrants will be issued to the early exercising warrant holders.

Director Options Exercise

The Company has also been notified by director, Gervaise Heddle, of the exercise of 3,000,000 options at 0.5p per share for a consideration of £15,000 which were granted on the 20^th March 2017.  Pursuant to the terms of his Option Agreement, following the exercise of his options, Gervaise Heddle is entitled to receive 3,000,000 new options which are exercisable at 0.75p per share up to 20^th March 2020.

Issue of Equity

In total, 18,750,000 new MetalNRG Ordinary Shares are to be issued and are expected to be admitted to trading on NEX Exchange Growth Market on or around 8^th June 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 165,076,404 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.

Business Update, Pilbara, Western Australia,

The company confirms it has received official notification from Western Australian Department of Mines, Industry Regulation and Safety that the ballot for licence E46/1170 in West Australia has taken place and MetalNRG is second in line on the basis of the ballot results.

Unless the first in line holder drops out of the process which is considered highly unlikely, the Company will not therefore proceed to a granted licence for this application.

The Company however retains granted licence E46/1167 in the Pilbara region and is currently planning the first stage work programme on this licence ground, together with our partners. 

New Business Opportunities

The Company has examined many new opportunities during recent months, with a view to its own project level investment or to assist project owners to secure new listings for their opportunities.

During this process the Company has identified a number of opportunities that may be suitable for outright acquisition and use as a central core asset to secure the Company’s listing on the Standard List of the London Stock Exchange. 

One such opportunity, is in advanced review and there is a reasonable likelihood we will be proceeding to acquisition, subject to final due diligence review. 

Further details will be provided at the first opportunity and for the sake of clarity shareholders and investors should note that until an announcement has been made to the market confirming transaction details there is no certainty that a transaction will proceed to completion. 

Rolf Gerritsen Chief Executive Officer of MetalNRG Plc commented: “The Company is delighted with the support received via the early exercise of warrants by existing shareholders, showing ongoing support for the Company and its plans going forward. 

With the cash at bank and tradable investments held, the Company is in a robust financial position to move forward proactively.

This is undoubtedly an exciting phase for the Company and notably we see a shift to the Main Market with tremendous improvement in trades liquidity that it can provide, as a major step forward.

We were disappointed to not win the ballot in respect of the E46/1170 application; however, given the areas we have been advancing recently, we consider this to be not material in the context of our wider plans.

We hope to provide a number of further updates to the market in the near term articulating our plans and specific actioned items.”

The Directors holdings are as follows:

Director	Shares Pre Raise	Shares Post Raise	% holding	Warrants remaining, exercisable at 3p	Options remaining exercisable at 0.75p
Christopher Latilla Campbell (*)	29,540,442	33,040,442	20.10%
Paul Johnson	17,413,634	17,663,634	10.70%	500,000	450,000
Gervaise Heddle	9,513,634	12,513,634	7.60%	Nil	3,000,000
Christian Schaffalitzky	2,100,000	2,100,000	1.30%	Nil	2,000,000
Rolf Gerritsen                   (**)
	58,567,710	65,317,710	39.70%

(*) Christopher Latilla-Campbell’s interests includes 21,250,000 shares held by Buchanan Trading Inc, in whose shares he is deemed to be interested, as he is a potential beneficiary of a discretionary trust which controls it.

(**) As announced on 23 February 2018, Rolf Gerritsen will be subscribing for 2,500,000 ordinary shares at 2p per share.

(†) Christian Schaffalitzky’s interests also include 500,000 options at 0.5p exercisable up to 7 November 2019.

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

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

Contact details:

MetalNRG PLC Rolf Gerritsen (Chief Executive Officer)	[phone]
NEX Exchange Corporate Adviser PETERHOUSE CAPITAL LIMITED Guy Miller/Mark Anwyl	[phone]
Corporate Broker SI CAPITAL Nick Emerson	[phone]