Publication of Prospectus

RNS Number : 0170G

MetalNRG PLC

18 July 2019

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO  SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

This announcement is an advertisement and not a prospectus. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any transferable securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") in its final form that is published by MetalNRG plc ("MetalNRG" or the "Company") in connection with the admission of the Company's entire issued share capital to listing on the standard segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities (the "Main Market") of London Stock Exchange plc (the "London Stock Exchange"). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States, Australia, Canada, Japan, the Republic of South Africa or in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN. 

18 July 2019

MetalNRG plc
(Incorporated and registered in England & Wales with registered number 05714562)

Publication of Prospectus and Placing and withdrawal from NEX Exchange Growth Market

The Company is pleased to announce today the publication of its Prospectus in relation to the admission of 297,702,306 ordinary shares of nominal value 0.01 pence each (the "Ordinary Shares") to listing on the standard segment of the Official List of the FCA (under Chapter 14 of the Listing Rules of the FCA) and to trading on the Main Market of the London Stock Exchange (together, "Admission").

The Ordinary Shares are currently admitted to trading on the NEX Exchange Growth Market ("NEX Growth Market") under the symbol "MNRG". Trading on NEX Growth Market will be cancelled simultaneously with Admission.

It is expected that Admission will become effective and that dealings will commence at 8 a.m. on 23 July 2019.

In addition, the Company is pleased to announce that it has raised £193,000 (net of expenses) pursuant to a placing (the "Placing") of 94,333,326 Ordinary Shares (the "Placing Shares") at a price of 0.3 pence per Placing Share.

Following the issue of the Placing Shares, which represents approximately 32% of the issued share capital of the Company as enlarged by the Placing, the Company will have 297,702,306 Ordinary Shares in issue.

The Ordinary Shares are registered with ISIN GB00B15FS791, SEDOL code B15FS79 and TIDM MNRG, and the Company's LEI is 2138003C24H79U5QZH21.

Hard copies of the Prospectus will be available during normal business hours from the Company's registered office at 1 Ely Place, London EC1N 6RY and the offices of Cooley (UK) LLP at Dashwood, 69 Old Broad Street, London EC2M 1QS, and will be made available online at www.metalnrg.com (subject to applicable securities laws).

An electronic copy of the Prospectus will also be submitted to the National Storage Mechanism and should be available shortly for inspection at http://www.morningstar.co.uk/uk/NSM.

Highlights

• The Company invests in and focuses on acquiring companies and projects within the natural resources sector, with potential for growth or value creation.
• The Company currently has investments in Australia and the United States and also recently entered into agreements in respect of a Gold project in the United States and a Uranium project in Kyrgyzstan.
• The Company intends to continue to focus on potential acquisition opportunities in in the natural resources sector without any geographical restriction.

Withdrawal from the NEX Exchange Growth Market

Application has been made to the NEX Exchange Growth Market ("NEX"), that its ordinary shares be withdrawn from trading on NEX, such withdrawal to take effect as of market close on 22 July 2019.

The Company notes that under the NEX Exchange Growth Market Rules for Issuers, being permitted to another market of equivalent regulatory standing, will not be required to seek shareholder approval at a general meeting.

End

Enquiries:

MetalNRG plc	Rolf Gerritsen	[phone]
SI Capital Limited (Broker)	Nick Emerson Sam Lomanto	[phone]
Peterhouse Capital Limited	Martin Lampshire Guy Miller	[phone]

Forward-looking statements

Certain statements in this announcement constitute ''forward-looking statements''. Forward-looking statements include statements concerning the plans, objectives, goals, strategies and future operations and performance of the Company and the assumptions underlying these forward-looking statements. The Company uses the words ''anticipates'', ''estimates'', ''expects'', ''believes'', ''intends'', ''plans'', ''may'', ''will'', ''should'', and any similar expressions to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Company's actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company is not obliged, and does not intend, to update or to revise any forward-looking statements, whether as a result of new information, future events or otherwise except to the extent required by any applicable law or regulation. All subsequent written or oral forward-looking statements attributable to the Company, or persons acting on behalf of the Company, are expressly qualified in their entirety by the cautionary statements contained throughout this announcement. As a result of these risks, uncertainties and assumptions, a prospective investor should not place undue reliance on these forward-looking statements.

 

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