METALNRG PLC

Quarterly Report • Sep 29, 2021

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title: Final DRAFT/18/3/2002
author: John Watkins
date: 2021-09-28 21:22:00+00:00

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Company No. 05714562

METALNRG plc

Unaudited Interim Results to 30 June 2021

MetalNRG plc

(“MetalNRG” or “the Company”)

Interim Results to 30 June 2021

Operational Highlights

Key operational milestones achieved during the period:

The Company has and continues to assess a number of projects that meet its investment criteria.

At the beginning of the financial year we considered an acquisition of Lake Victoria Gold Ltd (“LVG”), however the Board decided not to proceed as certain conditions on the properties in Tanzania were not as reported by LVG. We spent significant time and effort on the due diligence, and we supported LVG financially which has been converted into equity in LVG.

MetalNRG completed a transaction for a distressed UK onshore Oil & Gas company with operating and exploration licenses. A Special Purpose Vehicle, BritNRG, was set up to complete the transaction. Operational work on site has progressed and 100-day operational plan implemented, setting the company up on a more secure operational footing.

Work at our Goldridge gold project in Arizona has also progressed well. In the early part of the year SRK Consulting completed a Competent Person’s Report update on the asset. The CPR was an input document to the prospectus the Company completed in May. In the report SRK pointed out that in addition to the old waste dumps and pillars left behind by previous operators, there appears to be an opportunity to explore in more detail the connectivity between the previously producing gold mines to get a detailed understanding of the geological structure on the property. Work has progressed in this direction and the initial findings are encouraging.

During the first part of the year, MetalNRG announced a partnership agreement with EQTEC plc, an AIM listed world leading gasification technology solutions company focused on waste to sustainable energy projects. The purpose of the partnership as announced to market is to seek “shovel ready” green sustainable waste to energy projects that offer financial upside.

In partnership with EQTEC plc, MetalNRG announced its participation in the acquisition and planned recommissioning of a 1MW waste-to-energy plant in Italy. Originally commissioned in 2015, the plant was built around EQTEC's proprietary and patented Advanced Gasification Technology.

MetalNRG joined a consortium led by EQTEC to repower, own and operate the biomass-to-energy plant (the "Plant") in Castiglione d'Orcia, Tuscany, Italy. Once operational, it is intended that the plant will transform straw and forestry wood waste from local farms and forests into green electricity and heat for use in the local community.

The Company continues to support IMC which has a Uranium project in Kyrgyzstan which is currently on hold due to that Government’s current ban on the exploitation of uranium in the country.

Corporate Development

The Company will continue to seek additional projects that meet its set investment criteria. The intention is specifically to seek opportunities where we can deliver early positive cash flows from an asset and, where the cash generated from the operations allows us, explore and develop each particular project further. We expect announcements in the very near future on further developments.

Financial Review

MetalNRG reported an unaudited operating loss for the six months period ended 30 June 2021 of £890,354 (six months period to 30 June 2020: an unaudited operating loss of £386,304). Basic and diluted loss per share for the period was 0.14p and 0.08p respectively (six months period to 30 June 2020: Basic loss per share was 0.11p and diluted loss per share was 0.08p).

Outlook

A number of projects have been evaluated and good progress has been made to date. We expect further announcements will be made to update the market on any concrete achievements.

Responsibility Statement

We confirm that to the best of our knowledge:

The interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as adopted by the EU;

The interim financial statements give a true and fair view of the assets, liabilities, financial position and loss of the Group;

The interim report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the interim financial information, and a description of the principal risks and uncertainties for the remaining six months of the year; and

The interim financial information includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.

Consolidated Income Statement

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement of Changes in Equity

Half-yearly report notes

1. Half-yearly report

This interim report was approved by the Board of Directors on 28 September 2021.

The information relating to the six months periods to 30 June 2021 and 30 June 2020 are unaudited.

The information relating to the year ended 31 December 2020 is extracted from the audited financial statements of the Company which have been filed at Companies House and on which the auditors issued an unqualified audit report. The condensed interim financial statements have been reviewed by the Company's auditor.

1. Basis of accounting

The interim financial statements have been prepared using accounting policies and practices that are consistent with those adopted in the statutory financial statements for the year ended 31 December 2020, although the information does not constitute statutory financial statements within the meaning of the Companies Act 2006. The interim financial statements have been prepared under the historical cost convention.

These interim financial statements are prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union and the Disclosure and Transparency Rules of the UK Financial Conduct Authority.

This interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this interim report should be read in conjunction with the annual report for the year ended 31 December 2020, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

The Company will report again for the full year to 31 December 2021.

Going concern

The Company's day to day financing is from its available cash resources.

The Company is confident of raising funds to enable it to continue to develop its targeted investments and exploration campaigns across its key projects over the next 12-18 months and the Directors are confident that adequate funding can be raised as required to meet the Company's current and future liabilities.

For the reasons outlined above, the Directors are satisfied that the Company will be able to meet its current and future liabilities, and continue trading, for the foreseeable future and, in any event, for a period of not less than twelve months from the date of approving this interim report. The preparation of these interim financial statements on a going concern basis is therefore considered to remain appropriate.

Critical accounting estimates

The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in the Company's 2020 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed significantly during the interim period.

Intangible assets

Exploration and development costs

All costs associated with mineral exploration and investments are capitalised on a project-by-project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads. If an exploration project is successful, the related expenditures will be transferred to mining assets and amortised over the estimated life of economically recoverable reserves on a unit of production basis.

Interim report notes, continued

1. Basis of accounting, continued

Intangible assets

Exploration and development costs

Where a licence is relinquished or a project abandoned, the related costs are written off in the period in which the event occurs. Where the Group maintains an interest in a project, but the value of the project is considered to be impaired, a provision against the relevant capitalised costs will be raised.

The recoverability of all exploration and development costs is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof.

1. Earnings per share

2. Events after the reporting period

There were no reportable events after the reporting period other than those highlighted in the ‘Financial Review’.

The Condensed interim financial statements were approved by the Board of Directors on 28 September 2021.

By order of the Board

Rolf Gerritsen

Director

| | | | 6 months to
30 June 2021 | | 6 months to
30 June 2020 | | Year ended 31 December 2020 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Unaudited
£ | | Unaudited
£ | | Audited
£ |
| Revenue | | | 38,422 | | - | | - |
| Cost of sales | | | (29,320) | | - | | - |
| Gross profit | | | 9,102 | | - | | - |
| | | | | | | | |
| Administrative expenses | | | (642,837) | | (405,647) | | (829,267) |
| Other operating income | | | 381 | | 19,343 | | 19,134 |
| IPO expenses | | | (257,000) | | - | | - |
| | | | | | | | |
| Operating loss
| | | (890,354) | | (386,304) | | (810,133) |
| Finance income | | | - | | - | | - |
| | | | | | | | |
| Loss on ordinary activities before taxation | | | (890,354) | | (386,304) | | (810,133) |
| Tax on loss on ordinary activities
| | | - | | - | | - |
| Loss for the financial period attributable to equity holders | | | (890,354) | | (386,304) | | (810,133) |
| | | | | | | | |
| Attributable to: | | | | | | | |
| Equity holders of the parent | | | (867,870) | | (386,304) | | (810,133) |
| Non-controlling interests | | | (22,484) | | - | | - |
| | | | (890,354) | | (386,304) | | (810,133) |
| | | | | | | | |
| Earnings per share – see note 3
Basic
Diluted | | |
(0.14) pence
(0.08) pence |
|
(0.11) pence
(0.08) pence | |
(0.22) pence
(0.18) pence |

| | | | 6 months to
30 June 2021 | | 6 months to
30 June 2020 | | Year ended 31 December 2020 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Unaudited
£ | | Unaudited
£ | | Audited
£ |
| Loss after tax | | | (890,354) | | (386,304) | | (810,133) |
| Items that may subsequently be reclassified to profit or loss: | | | | | | | |
| Foreign exchange movements | | | 923 | | (3,675) | | (418) |
| | | | | | | | |
| Total comprehensive loss | | | (889,431) | | (389,979) | | (810,551) |
| | | | | | | | |
| Attributable to: | | | | | | | |
| Equity holders of the parent | | | (866,947) | | (389,979) | | (810,551) |
| Non-controlling interests | | | (22,484) | | - | | - |
| | | | (889,431) | | (389,979) | | (810,551) |
| | | | | | | | |

| | | | | | | 6 months to 30 June 2021 | 6 months to 30 June 2021 | 6 months to 30 June 2021 | 6 months to 30 June 2021 | | | 6 months to
30 June 2020 | 6 months to
30 June 2020 | Year ended 31 December 2020 | Year ended 31 December 2020 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | Unaudited
£ | Unaudited
£ | Unaudited
£ | | | Unaudited
£ | Unaudited
£ | Audited
£
| Audited
£
|
| Assets | Assets | | | | | | | | | | | | | | |
| Non-current assets
Intangible fixed assets
Tangible fixed assets
Investments
Investments in associates
Available for sale assets
| Non-current assets
Intangible fixed assets
Tangible fixed assets
Investments
Investments in associates
Available for sale assets
| | | |

|

|

|

|
2,580,009
5,891
467,033
687,198
391,062
| |
669,198
-
166,808
-
-
|
669,198
-
166,808
-
-
| | |
668,937
-
466,652
-
-
|
| Total assets | Total assets | | | | | | | | 4,131,193 | | 836,006 | 836,006 | | | 1,135,589 |
| | | | | | | | | | | | | | | | |
| Current assets
Trade and other receivables
Cash and cash equivalents
| Current assets
Trade and other receivables
Cash and cash equivalents
| | | |

|

|

|

|
964,667
99,798 | |
63,122
111,699
|
63,122
111,699
| | |
29,736
63,611
|
| Total current assets | Total current assets | | | | | | | | 1,064,465 | | 174,821 | 174,821 | | | 93,347 |
|
Current liabilities |
Current liabilities | | | | | | | | | | | | | | |
| Trade and other payables
| Trade and other payables
| | | | | | | | (2,069,773) | | (480,065) | (480,065) | | | (1,049,772) |
| Total current liabilities | Total current liabilities | | | | | | | | (2,069,773) | | (480,065) | (480,065) | | | (1,049,772) |
| | | | | | | | | | | | | | | | |
| Non-current liabilities | Non-current liabilities | | | | | | | | | | | | | | |
| Other non-current liabilities
| Other non-current liabilities
| | | | | | | | (377,875) | | - | - | | | (28,975) |
| Total non-current liabilities | Total non-current liabilities | | | | | | | | (377,875) | | - | - | | | (28,975) |
| | | | | | | | | | | | | | | | |
| Net assets | Net assets | | | | | | | | 2,748,010 | | 530,762 | 530,762 | | | 150,189 |
| | | | | | | | | | | | | | | | |
| Equity
Share capital
Share premium
Retained losses
Foreign currency reserve
| Equity
Share capital
Share premium
Retained losses
Foreign currency reserve
| | | | | | | |
332,116
5,911,719
(3,473,406)
(435)
| |
273,301
2,443,784
(2,181,708)
(4,615)
|
273,301
2,443,784
(2,181,708)
(4,615)
|
|
|
273,968
2,483,117
(2,605,538)
(1,358)
|
| Equity attributable to equity holders of the parent
| Equity attributable to equity holders of the parent
| | | | | | | 2,769,994 | 2,769,994 | | 530,762 | 530,762 | | | 150,189 |
| Non-controlling interests | Non-controlling interests | | | | | | | (21,984) | (21,984) | | - | - | | | - |
| | | | | | | | | | | | | | | | |
| Total equity | Total equity | | | | | | | 2,748,010 | 2,748,010 | | 530,762 | 530,762 | | | 150,189 |

| | | | | 6 months to
30 June 2021 | | 6 months to
30 June 2020 | | Year ended 31 December 2020 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | Unaudited
£ | | Unaudited
£ | | Audited
£ |
|
Cash flow from operating activities |
Cash flow from operating activities | | |
| | | | |
| Operating loss | Operating loss | | | (890,354) | | (386,304) | | (810,133) |
| (profit)/loss on sale of investment | (profit)/loss on sale of investment | | | - | | (19,134) | | (19,134) |
| Fees settled in shares | Fees settled in shares | | | 11,750 | | - | | - |
| Impairment of investments | Impairment of investments | | | 108,939 | | - | | - |
| Foreign exchange | Foreign exchange | | | 923 | | - | | (418) |
| Finance costs | Finance costs | | | 12,600 | | - | | 32,436 |
| Increase in payables | Increase in payables | | | 1,178,902 | | 160,186 | | 50,931 |
| (Increase)/decrease in receivables | (Increase)/decrease in receivables | | | (934,931) | | 22,167 | | 55,554 |
| Net cash outflow from operations | Net cash outflow from operations | | | (512,171) | | (223,085) | | (690,764) |
|
Cash flows from investing activities |
Cash flows from investing activities | | | | | | | |
| Payments for intangible assets | Payments for intangible assets | | | (1,911,071) | | - | | - |
| Payments for tangible fixed assets | Payments for tangible fixed assets | | | (5,891) | | - | | - |
| Proceeds from sale of investment | Proceeds from sale of investment | | | - | | 102,467 | | 102,467 |
| Purchase of investments | Purchase of investments | | | (1,187,580) | | (38,047) | | (337,631) |
| Net cash flows from investing activities | Net cash flows from investing activities | | | (3,104,542) | | 64,420 | | (235,164) |
|
Cash flows from financing activities |
Cash flows from financing activities | | | | | | | |
| Proceeds from issue of shares and warrants | Proceeds from issue of shares and warrants | | |
3,614,000 | |
30,000 | |
70,000 |
| Cost of shares issued | Cost of shares issued | | | (151,100) | | - | | - |
| Proceeds from Convertible Loan Notes | Proceeds from Convertible Loan Notes | | | - | | 105,000 | | 370,000 |
| Bridging and other loan financing | Bridging and other loan financing | | | 190,000 | | - | | 410,500 |
| Net cash flows from financing activities | Net cash flows from financing activities | | | 3,652,900 | | 135,000 | | 850,500 |
|
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of period |
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of period | | |
36,187

63,611
| |
(23,665)

139,039
| |
(75,428)

139,039
|
| Effect of exchange rate changes on cash and cash equivalents | Effect of exchange rate changes on cash and cash equivalents | | | - | | (3,675) | | - |
| Cash and cash equivalents at end of period | Cash and cash equivalents at end of period | | | 99,798 | | 111,699 | | 63,611 |
| | | | | | | | | |

			Share capital	Share premium	Retained earnings	Foreign currency reserve	Non-controlling interest	Total	Total
			£	£	£	£	£	£	£
As at 31 August 2019	As at 31 August 2019		266,847	2,167,311	(1,470,778)	(2,700)	-	960,680
Loss for the period	Loss for the period		-	-	(324,627)	-	-	(324,627)
Translation differences	Translation differences		-	-	-	1,760	-	1,760
Total comprehensive income	Total comprehensive income		-	-	(324,627)	1,760	-	(322,867)
Share capital issued	Share capital issued		5,954	246,973	-	-	-	252,927
Total contributions by and distributions to owners of the Company	Total contributions by and distributions to owners of the Company		5,954	246,973	-	-	-	252,927
As at 31 December 2019	As at 31 December 2019		272,801	2,414,284	(1,795,405)	(940)	-	890,740
Loss for the period	Loss for the period		-	-	(386,304)	-	-	(386,304)
Translation differences	Translation differences		-	-	-	(3,675)	-	(3,675)
Total comprehensive income	Total comprehensive income		-	-	(386,304)	(3,675)	-	(389,979)
Share capital issued	Share capital issued		500	29,500	-	-	-	30,000
Total contributions by and distributions to owners of the Company	Total contributions by and distributions to owners of the Company		500	29,500	-	-	-	30,000
As at 30 June 2020	As at 30 June 2020		273,301	2,443,784	(2,181,708)	(4,615)	-	530,762
Loss for the period	Loss for the period		-	-	(423,830)	-	-	(423,830)
Translation differences	Translation differences		-	-	-	3,257	-	3,257
Total comprehensive income	Total comprehensive income		-	-	(423,830)	3,257	-	(420,573)
Share capital issued	Share capital issued		667	39,333	-	-	-	40,000
Total contributions by and distributions to owners of the Company	Total contributions by and distributions to owners of the Company		667	39,333	-	-	-	40,000
As at 31 December 2020	As at 31 December 2020		273,968	2,483,117	(2,605,538)	(1,358)	-	150,189
Loss for the period	Loss for the period		-	-	(867,870)	-	(22,484)	(890,354)
Translation differences	Translation differences		-	-	-	923	-	923
Total comprehensive income	Total comprehensive income		-	-	(867,870)	923	(22,484)	(889,431)
Share capital issued	Share capital issued		58,149	3,428,601	-	-	500	3,487,250
Total contributions by and distributions to owners of the Company	Total contributions by and distributions to owners of the Company		58,149	3,428,601	-	-	500	3,487,250
As at 30 June 2021	As at 30 June 2021		332,116	5,911,719	(3,473,406)	(435)	(21,984)	2,748,010

| | | | 6 months to
30 June 2021 | | 6 months to
30 June 2020 | | | Year ended 31 December 2020 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Unaudited
£ | | Unaudited
£ | | | Audited
£ |
| | | | | | | | | |
| These have been calculated on a loss of: | | | (890,354) | | (386,604) | | | (810,133) |
|
The basic weighted average number of shares used was:

The diluted weighted average number of shares used was: | | |
623,214,765

1,044,548,093 | |
359,990,020

466,523,346 | | |
363,554,242

453,720,902
Basic loss per share:
(0.14) pence
(0.11) pence
(0.22) pence
Diluted loss per share: