Conditional Equity Placing

RNS Number : 4836S

MetalNRG PLC

17 March 2021

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

17^th March 2021

MetalNRG plc
(The "Company" or "MetalNRG")

Conditional Equity Placing

MetalNRG plc (LSE:MNRG), the natural resource investing and exploration company, announces that it has raised 2.3 million before expenses, through a conditional placing ("the Placing") of 385,000,000 new Ordinary Shares of 0.01p each (the "Placing Shares") at a price of £0.006 per share (the "Placing Price") representing a discount of approximately 10%  to the Company's closing mid-market share price on 9^th March, when the Placing was arranged.  The Placing Shares will have warrants attached on a one for one basis with an exercise price of £0.01 and an exercise period of 24 months from date of issue. The Placing was arranged by Peterhouse Capital Limited and SI Capital Limited as joint brokers for the Company.

The Placing & Admission

The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares. The Placing is conditional upon: (i) approval by the FCA, and publication, of a prospectus relating to the Company; and (ii) admission of the Placing Shares to the standard segment of the official list of the FCA and to trading on the main market for listed securities of the London Stock Exchange plc ("Admission"). A further announcement concerning the expected date of the publication of the prospectus and timetable for Admission will be made in due course. Admission of the shares is anticipated to be in April subject to approval of the prospectus.

Use of funds will be for the further development of the Company's Gold Ridge gold project in Arizona, as outlined by the Competent Persons Report completed by SRK Exploration Services which will be available on the Company's web site. SRK have outlined an initial two staged follow up programme of structural and geological mapping and concurrent historical data validation and compilation. Funds will also be destined to complete the initial funding of BritNRG and for further development of BritNRG assets in Lincolnshire, specifically one side-track drilling of an existing shut-in well to create an additional producer at Whisby and the reprocessing and reinterpretation of seismic and geology at Newton on Trent and Reepham in view of potential development in 2022/23.

The person who arranged for the release of this information is Rolf Gerritsen, the Company's Chief Executive Officer.

IMPORTANT INFORMATION

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities in the United States, Canada, Australia, Japan or the Republic of South Africa or in any other jurisdiction in which such offer or solicitation is unlawful, prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The distribution of this announcement and other information in connection with the placing and admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

Peterhouse Capital Limited and SI Capital Limited, which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for the Company as brokers in connection with the Placing and Admission and will not be responsible to any other person for providing the protections afforded to customers of Peterhouse Capital Limited and SI Capital Limited or advising any other person in connection with the placing and admission. Apart from the responsibilities and liabilities, if any, which may be imposed on Peterhouse Capital Limited and SI Capital Limited by the Financial Services and Markets Act 2000, as amended or the regulatory regime established under it, Peterhouse Capital Limited and SI Capital Limited do not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by either Peterhouse Capital Limited and SI Capital Limited with respect to the accuracy or completeness of this announcement or any part of it and no responsibility or liability whatsoever is accepted by Peterhouse Capital Limited or SI Capital Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by applicable law or regulation, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA, (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Peterhouse Capital Limited and SI Capital Limited will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

For further information, please contact:

METALNRG PLC - Rolf Gerritsen (Chief Executive Officer)	[phone]
Joint Brokers:
PETERHOUSE CAPITAL LIMITED Guy Miller / Duncan Vasey / Lucy Williams	[phone]
SI CAPITAL LIMITED Nick Emerson	[phone]

 

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