MetalNRG plc
("MetalNRG" or the "Company")
5 July 2017
Final Audited Results for the Year End 28 February 2017 and Notice of AGM
Business review
The principal activity of the Company during the year was that of an investment holding company.
The results for the year are a reflection of the minimal cost of keeping your Company administered whilst continuing to search for suitable opportunities. The actual costs were £54,130 (2016: £36,862) adjusted for currency gains of £16,147 (2016: £13,277). Your directors have maintained most funds in US Dollars as that is the currency they anticipate any deal is likely to be conducted in.
The loss for the year amounted to £37,893 (2016: £23,585). The directors have not recommended a dividend.
During the year the Company continued to restructure the business and alongside this restructuring has investigated potential investments in line with the Company's stated Investing Policy.
Paul Johnson, then CEO of Metal Tiger PLC, became a Non-Executive Director of MetalNRG PLC in March 2016 to assist with business development alongside the Chairman Christopher Latilla-Campbell and Non-Executive Director Christian Schaffalitzky de Muckadell.
At a General Meeting in March 2016, shareholders approved a capital reorganisation and the implementation of a new Investing Policy. This Investing Policy includes the following:
â€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.â€
Post year end events
Since 28 February 2017, the following post year end events have taken place.
- On 6 March, 2017 Paul Johnson became CEO of MetalNRG PLC and, on 20 March, 2017 Gervaise Heddle, CEO of Greatland Gold plc became a Non-Executive Director. At the date of this report Gervaise Heddle held 9,513,634 ordinary shares (representing 7.00 per cent of issued share capital) as well as 3,000,000 options.
- Also on 20 March, 2017 the Company undertook a strategic financing raising of £342,500 in which director contributions were £50,000;
- On 31 March, 2017 the Company appointed SI Capital as its corporate broker and. on 21 June, 2017 Peterhouse Corporate Finance Limited was appointed as its NEX Exchange Growth Market Corporate Adviser. The change of advisers was undertaken to ensure the Company has the correct advisory network necessary during the planned aggressive growth of the business;
- The work of the Company to identify suitable opportunities has accelerated in 2017 and it is anticipated that various market updates will be issued in the near term with further information. Of particular note the Company is actively involved with commercial discussions surrounding various cobalt/ copper/zinc and resource based fintech related opportunities.
This report was approved by the board of directors on 29 June 2017 and signed on behalf of the board by:
| C. Schaffalitzky de Muckadell | City Group PLC |
| Director | Company Secretary |
| Registered office: |
| 6 Middle Street |
| London |
| EC1A 7JA |
Notice of Annual General Meeting
Notice is hereby given that the 2017 Annual General Meeting of MetalNRG PLC (the ‘Company’) is to be held on 28 July 2017 at 12.00 noon at the offices of the Company Secretary, City Group PLC, 6 Middle Street, London, EC1A 7JA.
Notice of the Annual General Meeting and audited accounts will shortly be available on the Company’s website at http://www.nexexchange.com/member?securityid=11071
The Directors of the Company accept responsibility for the contents of this announcement.
Contact details:
| MetalNRG plc Paul Johnson (Chief Executive Officer) | +44 (0) 7766 465617 |
| NEX Exchange Corporate Adviser PETERHOUSE CORPORATE FINANCE LIMITED Guy Miller Mark Anwyl Corporate Broker +44 (0) 1483 413500 SI CAPITAL Nick Emerson Andy Thacker | +44 (0) 20 7469 0930 |
| MetalNRG PLC |
| Statement of Comprehensive Income |
Year ended 28 February 2017
| 2017 | 2016 | |
| Note | £ | £ |
| Administrative expenses | 37,983 | 23,585 | |
| Operating loss | 3 | (37,983) | (23,585) |
| Loss before taxation | (37,983) | (23,585) |
| Tax on loss | 5 | – | – |
| Loss for the financial year and total comprehensive income | (37,983) | (23,585) | |
Earnings per share
| Basic earnings/(loss) per share (pence per share) | 6 | (0.06p) | (0.05p) |
| Diluted earnings/(loss) per share (pence per share) | 6 | (0.05p) | (0.05p) |
All the activities of the Company are from continuing operations.
| MetalNRG PLC |
| Statement of Financial Position |
28 February 2017
| 2017 | 2016 | ||
| Note | £ | £ | £ |
Current assets
| Debtors | 7 | 23,181 | 18,750 | |
| Cash at bank and in hand | 128,526 | 123,127 | ||
| 151,707 | 141,877 | |||
| Creditors: amounts falling due within one year | 8 | 8,308 | 10,499 | |
| Net current assets | 143,399 | 131,378 | ||
| Total assets less current liabilities | 143,399 | 131,378 | ||
| Net assets | 143,399 | 131,378 | ||
Capital and reserves
| Called up share capital | 9 | 243,563 | 241,660 | |
| Share premium account | 10 | 715,361 | 667,260 | |
| Profit and loss account | 10 | (815,525) | (777,542) | |
| Members funds | 143,399 | 131,378 | ||
These financial statements were approved by the board of directors and authorised for issue on 29 June 2017, and are signed on behalf of the board by:
| C. Schaffalitzky de Muckadell | |
| Director |
MetalNRG PLC
Statement of Changes in Equity
Year ended 28 February 2017
| Called up share capital | Share premium account | Profit and loss account | Total | |
| £ | £ | £ | £ | |
| At 1 March 2015 | 241,660 | 667,260 | (753,957) | 154,963 |
| Loss for the year | (23,585) | (23,585) | ||
| Total comprehensive income for the year | – | – | (23,585) | (23,585) |
| At 29 February 2016 | 241,660 | 667,260 | (777,542) | 131,378 |
| Loss for the year | (37,983) | (37,983) | ||
| Total comprehensive income for the year | – | – | (37,983) | (37,983) |
| Issue of shares | 1,903 | 48,101 | – | 50,004 |
| Total investments by and distributions to owners | 1,903 | 48,101 | – | 50,004 |
| At 28 February 2017 | 243,563 | 715,361 | (815,525) | 143,399 |
| MetalNRG PLC Statement of Cash Flows Year ended 28 February 2017 | £ | £ |
| Cash flows from operating activities | ||
| Loss for the financial year | (37,983) | (23,585) |
| Adjustments for: | ||
| Accrued income | (113) | (588) |
| Changes in: | ||
| Trade and other debtors | (4,431) | (1,707) |
| Trade and other creditors | (2,078) | 1,879 |
| Cash generated from operations | (44,605) | (24,001) |
| Net cash used in operating activities | (44,605) | (24,001) |
Cash flows from financing activities
| Proceeds from issue of ordinary shares | 50,004 | – |
| Net cash from financing activities | 50,004 | – |
| Net increase/(decrease) in cash and cash equivalents | 5,399 | (24,001) |
| Cash and cash equivalents at beginning of year | 123,127 | 147,128 |
| Cash and cash equivalents at end of year | 128,526 | 123,127 |
| MetalNRG PLC |
| Notes to the Financial Statements |
Year ended 28 February 2017
1. General information
MetalNRG PLC is a public Company limited by shares which is incorporated in England.
The registered office is 6 Middle Street, London EC1A 7JA.
The registered number is 05714562.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland', and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis.
The financial statements are presented in Sterling (£).
3. Operating profit
Operating loss for the year is stated after crediting:
| 2017 | 2016 | |
| £ | £ | |
| Foreign exchange gains | 16,147 | 13,277 |
4. Auditor's remuneration
| 2017 | 2016 | |
| £ | £ | |
| Fees payable for the audit of the financial statements | 5,900 | 5,400 |
| Fees payable in respect of previous year audit | 580 | – |
5. Tax on loss
Reconciliation of tax income
The tax assessed on the loss on ordinary activities for the year is higher than (2016: higher than) the standard rate of corporation tax in the UK of 20% (2016: 20%).
| 2017 | 2016 | |
| £ | £ | |
| Loss on ordinary activities before taxation | (37,983) | (23,585) |
| Loss on ordinary activities by rate of tax | (7,597) | (4,717) |
| Unused tax losses | 7,597 | 4,717 |
| Tax on loss | – | – |
6. Earnings/(loss) per share
Basic earnings/(loss) per share
| 2017 | 2016 | |
| Basic earnings/(loss) per share from continuing operations (pence per share) | (0.06p) | (0.05p) |
The earnings/(loss) and weighted average number of shares used in the calculation of basic earnings/(loss) per share are as follows:
| 2017 | 2016 | |
| £ | £ | |
| Earnings/(loss) used in the calculation of basic earnings/(loss) per share from continuing operations | (37,983) | (23,585) |
| 2017 | 2016 | |
| No. | No. | |
| Weighted average number of ordinary shares in issue | (67,359,271) | (48,332,003) |
Diluted earnings/(loss) per share
| 2017 | 2016 | |
| Diluted earnings/(loss) per share from continuing operations (pence per share) | (0.05p) | (0.05p) |
The earnings/(loss) and weighted average number of shares used in the calculation of the diluted earnings/(loss) per share are as follows:
| 2017 | 2016 | |
| £ | £ | |
| Earnings/(loss) used in the calculation of diluted earnings/(loss) per share from continuing operations | (37,983) | (23,585) |
| 2017 | 2016 | |
| No. | No. | |
| Weighted average number of ordinary shares in issue used in the calculation of basic earnings/(loss) per share | (67,359,271) | (48,332,003) |
| Share options granted | (10,000,000) | (4,000,000) |
| Weighted average number of ordinary shares in issue used in the calculation of diluted earnings/(loss) per share | (77,359,271) | (52,332,003) |
Since the year end there has been a placing of 59,000,000 ordinary shares. In addition to this, directors exercised options in respect of 9,500,000 ordinary shares.
This brings the total number of ordinary shares of 0.01p each in issue at the date of this report to 135,859,271.
Under the terms of the options referred to above, this early exercise triggered a further issue of options in respect of 9,500,000 ordinary shares. Further options in respect of 3,000,000 ordinary shares were issued in March 2017 bringing the total number of options now in issue to 13,000,000.
In calculating earnings/(loss) per share, only ordinary shares and options are included. Deferred shares are excluded on the basis they have no dividend or voting rights.
7. Debtors
| 2017 | 2016 | |
| £ | £ | |
| Prepayments and accrued income | 1,749 | 1,230 |
| Other debtors | 21,432 | 17,520 |
| 23,181 | 18,750 |
8. Creditors: amounts falling due within one year
| 2017 | 2016 | |
| £ | £ | |
| Trade creditors | 1,239 | 3,317 |
| Accruals and deferred income | 7,069 | 7,182 |
| 8,308 | 10,499 |
9. Called up share capital
Authorised share capital
| 2017 | 2016 | |||
| No. | £ | No. | £ | |
| Ordinary shares of 0. 5p each | – | – | 150,000,000 | 750,000 |
| Ordinary shares of 0. 01p each | 5,131,730,000 | 513,173 | – | – |
| Deferred Ordinary shares of 0. 49p each | 48,332,003 | 236,827 | – | – |
| 5,180,062,003 | 750,000 | 150,000,000 | 750,000 | |
Issued, called up and fully paid
| 2017 | 2016 | |||
| No. | £ | No. | £ | |
| Ordinary shares of 0. 5p each | – | – | 48,332,003 | 241,660 |
| Ordinary shares of 0. 01p each | 67,359,271 | 6,736 | – | – |
| Deferred Ordinary shares of 0. 49p each | 48,332,003 | 236,827 | – | – |
| 115,691,274 | 243,563 | 48,332,003 | 241,660 | |
Share movements
| No. | £ |
Ordinary shares of 0.5p each
| At 1 March 2016 | 48,332,003 | 241,660 |
| Shares cancelled | (48,332,003) | (241,660) |
| At 28 February 2017 | – | – |
| No. | £ |
Ordinary shares of 0.01p each
| At 1 March 2016 | – | – |
| Issue of shares | 67,359,271 | 6,736 |
| At 28 February 2017 | 67,359,271 | 6,736 |
| No. | £ |
Deferred Ordinary shares of 0.49p each
| At 1 March 2016 | – | – |
| Issue of shares | 48,332,003 | 236,827 |
| At 28 February 2017 | 48,332,003 | 236,827 |
At the year end there were 10,000,000 exercisable share options held by directors on shares of 0.01p each at an exercise price of 0.5p. These options can be exercised up to 19 November 2019. For each share option exercised before 19 November 2017 a further option of a share is triggered at £0.75. For each share option exercised between 20 November 2017 and 20 November 2018 a further option of half a share is triggered at 0.75p. These further options also expire on 19 November 2019.
At 29 February, 2016 there were 4,000,000 exercisable share options held by directors on ordinary 0.5p shares at 20p. These options ended with the cancellation of the ordinary shares of 0.5p each.
Each ordinary share is entitled to one vote in any circumstances. Each ordinary share is entitled pari passu to dividend payments or any other distribution and to participate in a distribution arising from a winding up of the Company.
Each deferred ordinary share has no voting rights, and is not entitled to receive a dividend or other distribution. Deferred shares are only entitled to receive the amount paid up after the holders of ordinary shares have received the sum of £1 million for each ordinary share, and have no other rights to participate in the assets of the Company.
10. Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.
Profit and loss account - This reserve records retained earnings and accumulated losses.
11. Events after the end of the reporting period
Since 28 February 2017, the following post year end events have taken place.
- On 6 March, 2017 Paul Johnson became CEO of MetalNRG PLC and, on 20 March, 2017 Gervaise Heddle, CEO of Greatland Gold plc, became a Non-Executive Director. At the date of this report Gervaise Heddle held 9,513,634 ordinary shares (representing 7.00 per cent of issued share capital) as well as 3,000,000 options.
- Also on 20 March, 2017 the Company undertook a strategic financing raising £342,500 in which director contributions were £50,000;
- On 31 March, 2017 the Company appointed SI Capital as its corporate broker and on 21 June 2017 Peterhouse Corporate Finance Limited was appointed as its NEX Exchange Growth Market Corporate Adviser. The change of advisers was undertaken to ensure the Company has the correct advisory network necessary during the planned aggressive growth of the business;
- The work of the Company to identify suitable opportunities has accelerated in 2017 and it is anticipated that various market updates will be issued in the near term with further information. Of particular note the Company is actively involved with commercial discussions surrounding various cobalt/copper/zinc and resource based fintech related opportunities.
12. Related party transactions
There is no individual with ultimate overall control of the Company.
C.P. Latilla-Campbell is a director and shareholder of the Company and also a director and sole shareholder of London Finance & Investment Corporation Limited (LFIC). Accountancy charges incurred by this Company amounting to £3,000 (2016: £3,500) represent proportional recharges in respect of the time spent on Company business by the LFIC Company accountant. At the year-end trade creditors included an amount of £250 (2016: £nil) outstanding to LFIC.