METALNRG PLC

Quarterly Report • Sep 30, 2022

National Storage Mechanism | Additional information

RNS Number : 2531B

MetalNRG PLC

30 September 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

MetalNRG plc

("MetalNRG" or "the Company")

Interim Results to 30 June 2022

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.

During the first half of last year, MetalNRG plc ("the Company) announced a partnership agreement with EQTEC plc ("EQTEC"), 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, the Company 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. The Company 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, 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. We are now working towards the commissioning of the plant in the next few months. More importantly the Company has worked closely with EQTEC to identify a number of additional projects and create a short list of investable projects that meet the Company's investment criteria.

During the year we worked with Advircorp, a boutique corporate advisory firm based in London to identify debt providers who would re finance the Italian project once it has been commissioned and revenues and profitability has stabilized. The Company expects further developments to be announced once the plant is fully operational.

Work at our Goldridge gold project in Arizona has also progressed well. As previously announced SRK Consulting completed a Competent Person's Report on the asset. 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 half of the year we completed a detailed geo sampling of the asset, the results indicate that our initial assumption appears to be validated and that further exploration work should be conducted leading to an even greater understanding of the overall opportunity that Goldridge offers.

The Company has continued to support IMC's Uranium project in Kyrgyzstan which is currently on hold due to that Government's current ban on the exploitation of uranium in the country.  IMC is seeking to unlock the current situation via a number of actions which we will report on as they develop.

BritNRG Limited

Our investment in BritNRG Limited, has not turned out as planned.  In September last year we rescinded the transaction entered into referred to as the April transaction and requested the amount invested in the April transaction be returned, while maintaining a minority interest in the firm.

In its continuing civil legal proceedings in the English High Court against Brit Energy Holdings LLP (the "LLP"); Mr Pierpoalo Rocco and BritNRG Limited (the "Joint Venture Company"), the Company's application for summary judgment against the LLP and the Joint Venture Company for, inter alia; (1) summary judgment on the Company's claim against and/or the striking out of the defences filed by the LLP and the Joint Venture Company; (2) a declaration that the series of agreements entered into in April 2021 were effectively rescinded in September 2021; and (3) the recovery from those defendants of monies paid to the LLP totalling £1,019,999, plus interest and costs (such amount to be determined) was granted on 28 September 2022. An application by the LLP and the Joint Venture Company for permission to appeal and an application by Mr Rocco, the LLP and the Joint Venture Company for a stay of enforcement were also dismissed at the same hearing.

Further information about the decision will follow when the formal order is made.

Mr Rocco brought action against the Company, in Scotland, but the case was dismissed and the Company was awarded costs in addition to a favourable verdict on all counts. Mr Rocco has appealed, and a further hearing is still to be scheduled.

Mr Rocco also lodged a claim with the Employment Tribunal which will be heard in the early part of 2023.

Corporate Development

The Company will continue to seek additional projects that meet its set investment criteria. The specific intention is to seek opportunities where we can deliver early positive cash flows from an asset and, where the cash generated from the operations allows us to explore and develop those projects further. With the work carried out with EQTEC we will focus on waste-to-energy projects which are similar in nature to the project we have invested in in Italy.

Financial Review

MetalNRG reported an unaudited operating loss for the six months period ended 30 June 2022 of £999,949 which includes £629,811 in legal and professional fees relating to the BritNRG Ltd et al claims (six months period to 30 June 2021: an unaudited operating loss of £890,354). Basic and diluted loss per share for the period was 0.09p and 0.06p respectively (six months period to 30 June 2021: Basic loss per share was 0.14p 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 Statement of Profit or Loss

			6 months to  30 June 2022		6 months to  30 June 2021		Year ended 31 December 2021
			Unaudited £		Unaudited £		Audited £
Revenue			-		38,422		-
Cost of sales			-		(29,320)		-
Gross profit			-		9,102		-
Administrative expenses			(999,949)		(642,837)		(1,631,640)
Other operating income			-		381		24,361
IPO expenses			-		(257,000)		(257,000)
Operating loss before tax			(999,949)		(890,354)		(1,864,279)
Taxation			-		-		-
Loss for the period			(999,949)		(890,354)		(1,864,279)
Attributable to:
Equity holders of the parent			(999,949)		(867,870)		(1,864,279)
Non-controlling interests			-		(22,484)		-
			(999,949)		(890,354)		(1,864,279)
Earnings per share - see note 3 Basic Diluted			(0.09) pence (0.06) pence		(0.14) pence (0.08) pence		(0.22) pence (0.14) pence

Consolidated Statement of Comprehensive Income

			6 months to  30 June 2022		6 months to  30 June 2021		Year ended 31 December 2021
			Unaudited £		Unaudited £		Audited £
Loss after tax			(999,949)		(890,354)		(1,864,279)
Items that may subsequently be reclassified to profit or loss:
-     Foreign exchange movements			(452)		923		(12,439)
Total comprehensive loss			(1,000,401)		(889,431)		(1,876,718)
Attributable to:
Equity holders of the parent			(1,000,401)		(866,947)		(1,876,718)
Non-controlling interests			-		(22,484)		-
			(1,000,401)		(889,431)		(1,876,718)

Consolidated Statement of Financial Position

						6 months to 30 June 2022						6 months to  30 June 2021	Year ended 31 December 2021
							Unaudited £					Unaudited £	Audited £
Non-current assets Intangible fixed assets Tangible fixed assets Investments Investments in associates Available for sale assets									575,077 - 1,293,053 - -		2,580,009 5,891 467,033 687,198 391,062			575,077 - 1,265,749 - -
Total non-current assets									1,868,130		4,131,193			1,840,826
Current assets Trade and other receivables Cash and cash equivalents									1,057,037 12,073		964,667 99,798			1,089,026 49,316
Total current assets									1,069,110		1,064,465			1,138,342
Current liabilities
Trade and other payables									(1,601,239)		(2,069,773)			(649,135)
Total current liabilities									(1,601,239)		(2,069,773)			(649,135)
Non-current liabilities
Other non-current liabilities									(19,861)		(377,875)			(23,263)
Total non-current liabilities									(19,861)		(377,875)			(23,263)
Net assets									1,316,140		2,748,010			2,306,770
Equity Share capital Share premium Share based payment reserve Retained losses Foreign currency reserve									350,349 6,422,036 27,770  (5,469,766) (14,249)		332,116 5,911,719  (3,473,406) (435)			350,349 6,422,036 17,999 (4,469,817) (13,797)
Equity attributable to equity holders of the parent								1,316,140			2,769,994			2,306,770
Non-controlling interests								-			(21,984)			-
Total equity								1,316,140			2,748,010			2,306,770

Consolidated Statement of Cash Flows

				6 months to  30 June 2022		6 months to  30 June 2021		Year ended 31 December 2021
				Unaudited £		Unaudited £		Audited £
Cash flow from operating activities
Operating loss				(999,949)		(890,354)		(1,864,279)
Loss on sale of investment				-		-		149,545
Impairment of investments				-		108,939		-
Foreign exchange				(452)		923		(12,439)
Finance costs				8,872		12,600		14,774
Bonus shares issued				-		11,750		16,250
Share option charge				9,771		-		17,999
Increase in creditors				679,829		1,178,902		25,850
Decrease/(increase) in debtors				31,989		(934,931)		(1,059,291)
Net cash used in operating activities				(269,940)		(512,171)		(2,711,591)
Cash flows from investing activities
Payments for intangible assets				-		(1,911,071)		-
Payments for tangible fixed assets			-		(5,891)		-
Proceeds from sale of investment			-		-		350,455
Purchase of investments			(27,303)		(1,187,580)		(1,205,237)
Net cash used in investing activities			(27,303)		(3,104,542)		(854,782)
Cash flows from financing activities
Proceeds from issue of shares and warrants				-		3,614,000		4,017,900
Cost of shares issued			-		(151,100)		(288,850)
Convertible loan note repayment			-		-		(105,835)
Bridging loan repayment			-		-		(271,137)
Bridging and other loan financing			260,000		190,000		200,000
Net cash generated from financing activities			260,000		3,652,900		3,552,078
Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of period			(37,243) 49,316		36,187 63,611		(14,295) 63,611
Cash and cash equivalents at end of period			12,073		99,798		49,316

Consolidated Statement of Changes in Equity

			Share capital	Share premium	Share based payment reserve	Retained earnings	Foreign currency reserve	Non-controlling interest	Total
			£	£	£	£	£	£	£
#### As at 30 June 2020			#### 273,301	#### 2,443,784	#### -	#### (2,181,708)	#### (4,615)	#### -	#### 530,762
#### Loss for the period			#### -	#### -	#### -	#### (423,830)	#### -	#### -	#### (423,830)
#### Translation differences			#### -	#### -	#### -	#### -	#### 3,257	#### -	#### 3,257
#### Total comprehensive income			#### -	#### -	#### -	#### (423,830)	#### 3,257	#### -	#### (420,573)
Share capital issued			667	39,333	-	-	-	-	40,000
#### Total contributions by and distributions to owners of the Company			667	39,333	-	-	-	-	40,000
#### As at 31 December 2020			#### 273,968	#### 2,483,117	#### -	#### (2,605,538)	#### (1,358)	#### -	#### 150,189
#### Loss for the period			#### -	#### -	#### -	#### (867,868)	#### -	#### (22,484)	#### (890,354)
#### Translation differences			#### -	#### -	#### -	#### -	#### 923	#### -	#### 923
#### Total comprehensive income			#### -	#### -	#### -	#### (867,868)	#### 923	#### (22,484)	#### (889,431)
#### Shares issued			#### 58,148	#### 3,611,202	#### -	#### -	#### -	#### 500	#### 3,669,850
#### Share issue costs			#### -	#### (182,600)	#### -	#### -	#### -	#### -	#### (182,600)
#### Total contributions by and distributions to owners of the Company			#### 58,148	#### 3,428,602	#### -	#### -	#### -	#### 500	#### 3,487,250
#### As at 30 June 2021			#### 332,116	#### 5,911,719	#### -	#### (3,473,406)	#### (435)	(21,984)	2,748,010
#### Loss for the period			#### -	#### -	#### -	#### (996,411)	#### -	22,484	(973,927)
#### Translation differences			#### -	#### -	#### -	#### -	#### (13,362)	-	(13,362)
#### Total comprehensive income			#### -	#### -	#### -	#### (996,411)	#### (13,362)	22,484	(987,289)
#### Share option charge			#### -	#### -	#### 17,999	#### -	#### -	-	17,999
#### Shares issued			#### 18,233	#### 616,567	#### -	#### -	#### -	(500)	634,300
#### Share issue costs			#### -	#### (106,250)	#### -	#### -	#### -	-	(106,250)
#### Total contributions by and distributions to owners of the Company			#### 18,233	#### 510,317	#### 17,999	#### -	#### -	(500)	546,049
#### As at 31 December 2021			#### 350,349	#### 6,422,036	#### 17,999	#### (4,469,817)	#### (13,797)	-	2,306,770
#### Loss for the period			#### -	#### -	#### -	#### (999,949)	#### -	-	(999,949)
#### Translation differences			#### -	#### -	#### -	#### -	#### (452)	-	(452)
#### Total comprehensive income			#### -	#### -	#### -	#### (999,949)	#### (452)	-	(1,000,401)
#### Share option charge			#### -	#### -	#### 9,771	#### -	#### -	-	9,771
#### Shares issued			#### -	#### -	#### -	#### -	#### -	-	-
#### Total contributions by and distributions to owners of the Company			#### -	#### -	#### 9,771	#### -	#### -	-	9,771
#### As at 30 June 2022			#### 350,349	#### 6,422,036	#### 27,770	#### (5,469,766)	#### (14,249)	-	1,316,140

Half-yearly report notes

1. Half-yearly report

This interim report was approved by the Board of Directors on 29 September 2022.

The information relating to the six months periods to 30 June 2022 and 30 June 2021 are unaudited.

The information relating to the year ended 31 December 2021 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.

2. 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 2021, 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 2021, 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 2022.

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.

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.

3. Earnings per share

			6 months to  30 June 2022		6 months to  30 June 2021		Year ended 31 December 2021
			Unaudited £		Unaudited £		Audited £
These have been calculated on a loss of:			(999,949)		(890,354)		(1,864,279)
The basic weighted average number of shares used was: The diluted weighted average number of shares used was:			1,135,219,460 1,608,853,296		623,214,765 1,044,548,093		849,236,645 1,322,870,481
Basic loss per share:			(0.09) pence		(0.14) pence		(0.22) pence
Diluted loss per share:			(0.06) pence		(0.08) pence		(0.14) pence

4. 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 29 September 2022.

For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of the Company is Rolf Gerritsen, Chief Executive Officer.

Contact details:

MetalNRG PLC Rolf Gerritsen Christopher Latilla-Campbell	+44 (0) 20 7796 9060
Corporate Adviser PETERHOUSE CAPITAL LIMITED Lucy Williams/Duncan Vasey	+44 (0) 20 7469 0930
Corporate Broker SI CAPITAL LIMITED Nick Emerson	+44 (0) 1483 413500

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