TIDMMNRG
RNS Number : 7921J
MetalNRG PLC
29 April 2022
T HIS 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 (AMMENT) (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.
29 April 2022
MetalNRG plc
("MetalNRG" or the "Company")
Financial Results for the year ended 31 December 2021
MetalNRG plc (LON:MNRG), the natural resources and energy
investment company, announces final results for the year ended 31
December 2021 ("Final Results").
STRATEGIC REPORT
The Directors present the strategic report for MetalNRG plc (the
"Company" or "MetalNRG", and collectively with its subsidiary
companies, the "Group") for the year ended 31 December 2021.
PRINCIPAL ACTIVITY
The Company's principal activity during the year was that of a
natural resources and energy investing company listed on the Main
Market for listed securities of the London Stock Exchange.
BUSINESS REVIEW
At the beginning of 2021, the Company held investments in
International Mining Company Invest (" IMC "); Uranium in
Kyrgyzstan, Goldridge Holdings Limited (" Gold Ridge "); Gold in
Arizona and was contemplating an additional investment in a Gold
Project in Tanzania via the acquisition of Lake Victoria Gold ("
LVG "). Additionally, the Company planned, with the conversion of a
Convertible Loan Note (" CLN "), to hold 50% of the equity in
BritNRG Limited (" BritNRG "), a vehicle used to acquire
conventional oil & gas assets onshore in the UK.
Subsequent to agreeing to make the investment in BritNRG,
various issues relating to direct and indirect interests of Mr
Pierpaolo Rocco in the co-investor in BritNRG, BritENERGY Holdings
LLP (" LLP "), came to light which resulted in the Board accepting
the resignation of Mr Rocco as a Director on 19 October 2021 and Mr
Rocco's employment being terminated by the Company on 21 December
2021. Claims have since been lodged by both parties which are
outlined below.
Following detailed due diligence, the Board decided not to
proceed with the LVG acquisition as there were a number of
commercial issues the Board was not satisfied with. The financial
support supplied to LVG during the year was converted into equity
and the Company now holds a minority equity position in LVG.
In March 2021, the Company announced an exciting business
development partnership agreement with EQTEC Plc, a company listed
on the AIM market, which is a world leading gasification technology
solutions company for sustainable waste-to-energy projects . In May
2021, the Company announced that it had made its first investment
with EQTEC in a waste to energy project in Italy via a vehicle
created specifically for green energy projects.
The MetalNRG Board sees green, sustainable energy projects as a
major opportunity and a key area for growth investments over the
coming years. MetalNRG intends to position itself as an
Infrastructure Investor, which alongside its technical partner,
EQTEC, will invest in projects that are close to delivering
revenues. The project teams of both companies then focus on
stabilising revenues and profits and then together sell onto
investors looking for sustainable and predictable revenue streams.
MetalNRG's value proposition in this space is to develop projects
that offer a solid upside that can be sold on.
MetalNRG had investments in the following projects at the end of
2021:
Gold Ridge - Gold in Arizona . The initial plan called for the
exploitation of waste dumps and pillars left behind by previous
operators. Following the completion of a detailed Competent Person
Report by SRK Consulting, which included their recommendations, the
Board decided to change its approach. In essence, the SRK report
recommended that MetalNRG develop a full and detailed understanding
of the areas' geology and mineralisation as they suggested the area
offers a better economic prospect that would be compromised if the
waste dumps and pillars were to be exploited upfront. As a result,
the Company proceeded with detailed desktop research and the
amalgamation of all previous records and results of various
campaigns to develop a new database for Gold Ridge. Following the
completion of this work, the Company followed SRK's advice and
completed an on-site geochemical sampling program and we are now
awaiting laboratory results so that we can determine the next steps
forward. The Company is in a process of establishing whether Gold
Ridge is more than just a number of previously producing gold
mines, and that in fact there is a much larger opportunity
available for economic development.
BritNRG - UK Conventional Onshore Oil & Gas . MetalNRG
supplied BritNRG with a Convertible Loan Note, which under certain
conditions could be converted to give MetalNRG a 50% equity stake
in BritNRG. However, due to a number of issues related to this
transaction, the conversion was not completed in accordance with
the original plan and the transaction (which has been rescinded) is
currently the subject of legal proceedings. The Company has brought
legal proceedings against Mr Rocco, a former Director, BritENERGY
Holdings LLP (the JV partner in BritNRG) and BritNRG itself. The
Board and its legal advisors are confident of the Company's
position.
When the transaction was completed, the Company acted as
financial guarantor for BritNRG with the North Sea Transition
Authority. Due to the change in the interest the Company has in
BritNRG, we are in correspondence with the Oil and Gas Authority
("OGA") to seek clarity on our position as we no longer meet the
criteria of being a parent entity of BritNRG.
Additionally, on 9 October 2020, BritNRG (as buyer) and Mr
Rupert Lycett-Green (as seller) entered into a Share Purchase
Agreement for the sale and purchase of the entire issued share
capital of Sunswept Enterprises Limited with the Company as
Guarantor. On 22 November 2021, Mr Lycett-Green commenced
proceedings against the Company (as guarantor) pursuant to
BritNRG's alleged default on its payment obligations under the
Share Purchase Agreement. This claim is currently stayed until 15
July 2022 at the request of Mr Lycett-Green.
EQTEC Italia - Waste to Energy Project in Italy. In May 2021,
the Company announced, in partnership with EQTEC plc, its
participation in the acquisition and planned recommissioning of a
1MWe 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 p lant (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.
In March 2022, Eqtec Italia MDC in Italy, updated the Company
that the thermal cracking reactor and heat exchanger had been
assembled and the piping at the plant was installed. The drying and
feeding system, a further development improvement to increase the
projects IRR, were ordered and are expected to be on site, on time,
to meet the planned commissioning of the plant in the 2(nd) half of
2022.
IMC - Uranium Project in Kyrgyzstan. The Company continues to
hold its investment in IMC's Kyrgyzstan Uranium project which was
issued a mining licence in April 2020. However, project operations
are currently on hold due to the Government in Kyrgyzstan banning
the exploitation of Uranium. There have been a number of political
developments in recent months and the indications are that IMC is
likely to have the licence re-instated. However, there are no
guarantees at this point and we await further news and confirmation
from the Kyrgyzstan Government. With the price of Uranium at
current levels the project offers enhanced financial benefits from
the original plans.
LVG - Gold in Tanzania. MetalNRG holds a minority equity
position in this Gold project in Tanzania which the current owners
are seeking to bring into production. MetalNRG will not be
increasing its equity position and have received regular updates
from LVG.
RESULTS AND DIVIDS
The loss of the Group for the year ended 31 December 2021, after
taxation, attributable to equity holders of MetalNRG, the Parent
Company, amounted to GBP1,864,279 (2020: GBP810,133 loss).
The Directors do not recommend the payment of dividends but are
working towards establishing a suitable dividend policy can be
considered in the future (2021: GBPnil).
EVENTS AFTER THE REPORTING PERIOD
There are no significant post period events to disclose for the
year ended 31 December 2021, other than those set out in Note 19 to
the Financial Statements.
PRINCIPAL RISKS AND UNCERTAINTIES
Managements of the business and the execution of the Board's
strategy are subject to a number of key risks and
uncertainties:
Mineral exploration
Inherent with mineral exploration is that there are no
guarantees that the Company can identify a mineral resource that
can be extracted economically. In order to minimise this risk and
to maximise the Company's chance of long-term success, we are
committed to the following strategic business principles:
-- The Board regularly reviews the Company's exploration and
development programmes and allocates capital in a manner that it
believes will maximise risk-adjusted return on capital.
-- The Board applies advanced exploration techniques to areas
and regions that it believes are relatively under-explored
historically.
-- Exploration work is conducted on a systematic basis. More
specifically, exploration work is carried out in a phased,
results-based fashion and leverages a wide range of exploration
methods including modern geochemical and geophysical techniques and
various drilling methods.
-- The Board focuses the Company's activities on jurisdictions
that the Board believes represent low political and operational
risk. Moreover, the Board strongly prefers to operate in
jurisdictions where the Company's exploration teams have
considerable 'on the ground' experience. At the present time, all
of the Company's exploration related projects are in Arizona, USA,
a country with established mining codes, stable government, skilled
labour force, excellent infrastructure and a well-established
mining industry.
Commodity price risk
The principal commodities that are the focus of the Company's
exploration and development efforts (precious metals and base
metals specifically gold and copper) are subject to highly cyclical
patterns in global demand and supply, and consequently, the price
of those commodities can be highly volatile.
Recruiting and retaining highly skilled directors and
employees
The Company's ability to execute its strategy is highly
dependent on the skills and abilities of its people. The Board
undertakes ongoing initiatives to foster good staff engagement and
ensure that remuneration packages are competitive in the
market.
Occupational health and safety
Every Director and employee of the Company is committed to
promoting and maintaining a safe workplace environment, including
adopting COVID safe work practices. The Company regularly reviews
occupational health and safety policies and compliance with those
policies. The Company also engages with external occupational
health and safety expert consultants to ensure that policies and
procedures are appropriate as the Company expands its activity
levels.
COVID-19
The COVID-19 Coronavirus pandemic has caused a severe adverse
effect on the business environment on a global scale. The Group may
continue to be affected by disruptions to its operations, in light
of government responses to the spread of COVID-19 or other
potential pandemics. The Board is aware of the various risks that
the pandemic presents that include but are not limited to
financial, operational, staff and community health and safety,
logistical challenges and government regulation. At present, the
Board believes that there should be no significant material
disruption to its operations in the near term, but the Board
continues to monitor these risks and the Group's business
continuity plans.
FINANCIAL INSTRUMENTS
The Group's financial instruments comprise investments, cash at
bank and various items such as available for sale assets, other
debtors, loans and creditors. The Group has not entered into
derivative transactions and nor does it trade financial instruments
as a matter of policy.
Credit Risk
The Group's credit risk arises primarily from cash at bank,
other debtors and the risk that a counterparty fails to discharge
its obligations. At 31 December 2021, (2020: GBPnil) no shares in
the Company were un-paid for and no assets were impaired.
The Company's credit risk primarily arises from inter-company
debtors, which are considered to form part of the Company's
investment in the subsidiaries (see Note 8 to the Financial
Statements) and cash at bank and other debtors. Should the
subsidiaries' exploration activities not be successful, it is
possible that these debtors may become irrecoverable.
Liquidity Risk
Liquidity risk arises from the management of cash funds and
working capital. The risk is that the Group will fail to meet its
financial obligations as they fall due. The Group operates within
the constraints of available funds and cash flow projections are
produced and regularly reviewed by management.
Interest rate risk profile of financial assets
The only financial assets (other than short term debtors) are
cash at bank and in hand, which comprises money at call. The
directors believe the fair value of the financial instruments is
not materially different to the book value.
Foreign currency risk
The Group has a United States subsidiary and it operates in
Europe through its UK subsidiary with an investment in Italy, which
can affect the Group's sterling denominated reported results as a
consequence of movements in the Sterling/US dollar/Euro exchange
rates. The Group also incurs costs denominated in foreign
currencies which gives rise to short term exchange risk. The Group
does not currently hedge against these exposures as they are deemed
immaterial and there is no material exposure as at the year-end
(2020: GBPnil).
Market risk
The Group is also exposed to market risk arising from unlisted
investments which are stated at their fair value.
KEY PERFORMANCE INDICATORS (KPIs)
The financial statements of a natural resource investing company
can provide a moment in time snapshot of the financial health of
the Company but do not provide a reliable guide to the performance
of the Company or its Board.
At this stage in the Company's development the Directors
regularly monitor key performance indicators associated with
funding risk, being primarily projected cash flows associated with
general administrative expenses and projected cash flows on a
project-by-project basis. This year, the Company has been able to
raise the funds as needed to finance its activities.
KPIs are not appropriate as a means of assessing the value
creation of a company which is involved in natural resource
investments, and which currently has no turnover. The Board
considers that the detailed information in the Business Review in
the Strategic Report is the most appropriate guide to the Group's
performance during the year.
SECTION 172 (1) STATEMENT
MetalNRG and its Board members understand the importance and
relevance of considering stakeholder groups in long term decision
making; we therefore engage in a systematic manner with our key
stakeholders.
First and foremost, the Directors act in a way that they
consider, in good faith and with the information available, to be
most likely to promote the success of our Company and of all our
stakeholders. This includes considering the interests of employees,
contractors, advisors and consultants, maintaining high standards
of business conduct while considering the impact on communities and
the environment.
Section 172 specifies that the Directors must act in good faith
when promoting the success of the Company and have regards (amongst
other things) to the following:
-- the likely consequences of any Board decision in the long-term;
-- to the extent the Company has employees, the interests of the Company's employees;
-- the need to foster the Company's business relationships with suppliers, customers and others;
-- the impact of the Company's operations on the community and the environment;
-- the desirability of the Company's maintaining a reputation
for high standards of business conduct;
-- and to act fairly as between members of the Company
The Board of Directors is collectively responsible for the
decisions made towards the long-term success of the Company.
Considering the broad range of interests in the Company is an
important part of the way the Board makes decisions; however, in
balancing those different perspectives, it won't always be possible
to deliver everyone's desired outcome.
Engaging with stakeholders
We consistently engage with stakeholders to inform our
decisionmaking and to support the Board's understanding of how our
activities impact them. Specifically, the Directors take time to
meet and discuss various topics with our advisors, contractors,
suppliers, brokers and our shareholders.
The Board considers and discusses information received from
across the organisation to help it understand the impact of its
operations, and the interests and views of our key stakeholders.
The Board of Directors are presented with a CEO report and
financial management accounts on a monthly basis and, from time to
time, commentary from other relevant executive team members. The
CEO report and financial management accounts form the basis for
formal Board meetings. In addition to the formal Board meetings,
but also informal meetings of the Board are regularly held. At the
beginning of each financial year, a strategic business plan and
budgets are presented to the Board by the CEO and these form the
basis for on ongoing and regular reviews of the Company's
performance.
The Company regularly releases social media commentary, which
any stakeholder can reply to, our PR advisors monitor comments on
social media and will review the comments with the CEO and together
they will develop and adjust their communications plan based on
issues that arise.
As a result of these activities, the Board has an overview of
engagement with stakeholders, and other relevant factors, which
enables the Directors to comply with their legal duty under Section
172 of the Companies Act 2006.
Employees, contractors and consultants
The Company has few employees, however we do work with a number
of contractors and consultants and the Board will engage with all
three of the above as we see them as an extension of the Company
when working together. We hold regular face to face and zoom
meetings to ensure that all health & safety matters are adhered
to and that the Company's Code of Conduct is followed by all. We
also actively seek their input to further improve performance,
health and safety and our own engagement processes. Due to the fact
that we work with specialist consulting firms, we also recognise
that in certain areas their knowledge and expertise might be better
than our own and we will take advice from them but we will retain
ultimate responsible on those matters.
Partners
The Company works in close partnership with EQTEC plc to develop
waste to energy projects which is part of our efforts towards zero
emission. Our first joint investment in Italy is a good example of
how we work closely together in the interest of all stakeholders
involved in the project. While recommissioning the plant we have
been involved with all decision making processes, engaging with
local political representatives who have an interest in the project
while at the same time working closely with the contractors and
suppliers on site to secure ultimate success. We have attended
regular meetings and are part of the Board of the SPV set up to
manage the project.
Governments & Regulators
We seek to build strong and transparent relations with host
governments and regulatory bodies, this is carried out by the Board
members of the SPV's who are charged with developing the specific
asset, together we will agree the framework to follow and they will
adopt it to the local environment and regulation and report back to
the Company's main Board via monthly reports. These reports are
discussed at Board meetings and the CEO is charged with supplying
the SPV's management and Board with feedback. For example, our
partner in Kirgizstan holds regular meetings with government
representatives in country seeking to resolve the uranium mining
license suspension in country. Prior to any meeting we discuss our
approach internally and following every meeting the local
management team supplies the Board with a written report on the
meeting and supplies us with any written correspondence along with
its translation, the Board will discuss these documents and will
supply feedback were required.
Community & Environment
MetalNRG is extremely conscious of the potential impact on the
environment its activities may have and also the local communities.
As a Board we consider these aspects carefully in our decision
making and we ensure that environmental considerations and
implications are integrated in the business plans developed by the
SPV's developing specific assets. The SPV also have to follow their
industry requirements on environmental impact and in most of our
assets environment impact studies must be presented to the
regulators. The Company's Board will work with the SPV's management
to adhere to the regulators requirements and provide guarantees as
and when they might be required.
Maintaining High standards of Business Conduct
MetalNRG Plc is incorporated in the UK and governed by the
Companies Act 2006. The company has adopted a Code of Conduct and
the Board recognises the importance of maintaining a good level of
corporate governance, which together with the requirements to
comply with Market Regulatory rules ensure that stakeholders
interest are safeguarded. The Board requires ethical behaviour and
business practices to be implemented throughout its business and
the SPV's it has an interest in. Our anti-bribery statement is
clear and straightforward and the Company expects and demands
professional, honest and fair behaviour at all times and there is a
zero tolerance for bribery and unethical behaviour, which as a
Board we follow with conviction.
Shareholders
As a listed company on the London Stock exchange, the Board
responsibilities are clear and spelled out, our legal advisors work
closely with us on ensuring compliance. The investor section on our
web site serves as our primary method for shareholder
communications, we publish our reports, results and other relevant
information on the Company and its assets. Regular dialogue is
maintained with our shareholders through presentations, meetings
and social media. The Company conducts a quarterly review of its
shareholders and reviews the results at Board level, the Board also
engages formally with shareholders at the AGM.
The requirements for compliance to Section 172 of the Companies
Act will be monitored on an ongoing basis and the Board is
committed to making ongoing improvements in this area.
CLIMATE RELATED FINANCIAL DISCLOSURES
Following the Government's announcement to extend the mandatory
reporting against the disclosure framework published by the
Financial Stability Board's Taskforce on Climate-related Financial
Disclosures (the "TCFD"), which came into effect on 17 January
2022, the Company will be required to make climate-related
financial disclosures ("CRFDs") in the financial year commencing 6
April 2022 which are due to be published next year.
Accordingly, the Company will disclose the following
information:
1) a description of the Company's governance arrangements in relation to assessing and managing climate-related risks and opportunities;
2) a description of how the Company identifies, assesses, and manages climate-related risks and opportunities;
3) a description of how processes for identifying, assessing,
and managing climate-related risks are integrated into the
Company's overall risk management process;
4) a description of:
a. the principal climate-related risks and opportunities arising
in connection with the Company's operations, and
b. the time periods by reference to which those risks and opportunities are assessed;
5) a description of the actual and potential impacts of the
principal climate-related risks and opportunities on the Company's
business model and strategy;
6) an analysis of the resilience of the Company's business model
and strategy, taking into consideration different climate-related
scenarios;
7) a description of the targets used by the Company to manage
climate-related risks and to realise climate-related opportunities
and of performance against those targets; and
8) a description of the key performance indicators used to
assess progress against targets used to manage climate-related
risks and realise climate-related opportunities and of the
calculations on which those key performance indicators are
based.
CAPITAL MANAGEMENT
The Company's objective when managing capital is to safeguard
the Group's ability to continue as a going concern and develop its
mining, exploration and investment activities to provide returns
for shareholders. The Group's funding comprises equity and debt.
The Directors consider the Company's capital and reserves to be
capital. When considering the future capital requirements of the
Group and the potential to fund specific project development via
debt, the Directors consider the risk characteristics of all the
underlying assets in assessing the optimal capital structure.
DIRECTORS' REPORT
The Directors are pleased to submit their Annual Report and
audited financial statements for MetalNRG plc (the "Company" and
collectively with its subsidiaries the "Group") for the year ended
31 December 2021.
The Strategic Report contains details of the Group's principal
activities and includes an Operational Review which provides
detailed information on the development of the Group's businesses
during the year ended 31 December 2021 and which provided
indications of likely future developments and events that have
occurred after the Balance Sheet date. The Strategic Report also
contains details of Risks and Uncertainties of the Group's exposure
to risks and uncertainties and the Company's risk management.
This Directors' Report includes the information required to be
included under the Companies Act 2006 or, where provided elsewhere,
an appropriate cross-reference is given. The Corporate Governance
Statement, approved by the Board, is provided on pages 16 to 20 and
is incorporated by reference herein.
GOING CONCERN
In common with many other natural resource investing and mineral
exploration companies, the Company raises finance for its natural
resources and energy investing activities in tranches as and when
required. When any of the Group's projects move to the development
stage specific project financing is required.
The Directors prepare budgets that extend beyond the period of
18 months from the date of this report. Taking into account the
Company's cash resources at the year-end, these projections include
the proceeds of further fund-raisings that may be required within
the next 12 months to meet the Group's overheads and planned
project expenditure and maintain the Company and its subsidiaries
as going concerns. Although the Company has been successful in
raising funding in the past, there is no guarantee that it will be
able to raise sufficient funding in the future. This represents a
material uncertainty related to events or conditions which may cast
significant doubt on the Company's and the Group's ability to
continue as going concerns and accordingly the Company and the
Group may be unable to realise their assets and discharge their
liabilities in the normal course of business. Nevertheless, the
Directors are confident that that they will be able to secure
additional funding when required to meet further costs for the
foreseeable future as well as its corporate overheads and the
Directors therefore believe that the going concern basis is
appropriate for the preparation of the Group's financial
statements.
RISKS AND UNCERTAINTIES AND FINANCIAL INSTRUMENTS
The business of mineral exploration, evaluation and development
has inherent risks. The Company's exposure to risks is explained in
Risks and Uncertainties in the Strategic Report together with the
policies of the Board for the review and management of those
risks.
THE GROUP'S PERFORMANCE AND FUTURE DEVELOPMENTS
A review of the Group's projects and their performance during
the financial year and details of future developments and an
indication of the outlook for the future, are contained in the
Strategic Report.
The Board will continue with its strategic plans to generate
growth in value for shareholders in line with its business model
which is explained in the Strategic Report.
DIRECTORS
The Directors of the Company during the year were:
Christopher Peter Latilla-Campbell - Non-Executive Chairman of
the Board and Chairman of the Audit Committee
Rolf Ad Gerritsen - Chief Executive Officer
Pierpaolo Rocco - Executive Director, Oil & Gas - resigned
19 October 2021
Christian Schaffalitzky de Muckadell - Non-Executive Director
and Chairman of the Remuneration Committee
ATTANCE AT BOARD AND COMMITTEE MEETINGS
The Board retains control of the Group with day-to-day
operational control delegated to Rolf Gerritsen, the Chief
Executive Officer. The full Board meets at least 4 times a year and
on other occasions when necessary. During the financial year under
review the Directors held 11 Board Meetings, all of which were held
by video conference.
A table setting out the Directors' attendance at Board and
Committee meetings during the financial year under review is set
out below.
Board Meetings Audit Committee Remuneration Committee
Meeting Meeting
Held Attended Held Attended Held Attended
------ --------- ------ ---------- --------- --------------
C P Latilla-Campbell 11 11 2 2 2 2
------ --------- ------ ---------- --------- --------------
R A Gerritsen 11 11 - - - -
------ --------- ------ ---------- --------- --------------
P Rocco 11 8 - - - -
------ --------- ------ ---------- --------- --------------
C Schaffalitzky 11 10 2 2 2 2
------ --------- ------ ---------- --------- --------------
DIRECTORS' INTERESTS
The directors who served during the year under review and their
beneficial interests (held directly or indirectly, including
interests held by spouses, children and associated parties) in the
Company's ordinary shares are set out below:
Ordinary shares of GBP0.0001 each
------------------------------------------------------------------
Number of % of issued Number of % of issued
Ordinary Share Capital Ordinary Share Capital
Shares at at 31 Dec Shares at at 31 Dec
31 Dec 2021 2021 31 Dec 2020 2020
-----------------
C. P. Latilla-Campbell
* 44,277,904 3.90% 39,373,775 10.60%
R. A. Gerritsen 25,427,840 2.24% 14,150,000 3.81%
C. Schaffalitzky 12,099,999 1.07% 7,933,333 2.14%
------------------------- ----------------- --------------- ------------- ---------------
* Christopher Latilla-Campbell's interests includes 24,750,000
ordinary shares held by Buchanan Trading Inc, in whose shares he is
deemed to be interested, as he is a potential beneficiary of a
discretionary trust which controls it.
Pierpaolo Rocco, who resigned as a Director of the Company on 19
October 2021, holds, and held at 31 December 2021, 11,430,148
ordinary shares (1.01%) in the Company (2020: 8,288,555 ordinary
shares (2.23%)).
DIRECTORS' WARRANTS AND OPTIONS
As at 31 December 2021, the Directors held the following
warrants and options over the Company's ordinary shares:
Christopher Latilla-Campbell holds 1,500,000 options exercisable
within 3 years from 1 February 2021 at an exercise price of 0.67p
per share.
Rolf Gerritsen holds 5,977,612 options exercisable within 3
years from 1 February 2021 at an exercise price of 0.67p per
share.
Christian Schaffalitzky de Muckadell holds 1,500,000 options
exercisable within 3 years from 1 February 2021 at an exercise
price of 0.67p per share.
Save for the options held by the Directors, no other director
held options or warrants over the Company's ordinary shares as at
31 December 2021.
SHARE CAPITAL
The Company's issued ordinary share capital is listed on the
standard segment of the Official List and the ordinary shares are
admitted to trading on the Main Market for listed securities of the
London Stock Exchange. As at 31 December 2021, the Company had
1,135,219,460 ordinary shares of GBP0.0001 in issue.
RE-ELECTION OF DIRECTORS
At the next Annual General Meeting of the Company, to be held on
20 June 2022, the Directors retire by rotation in accordance with
the Articles of Association and, being eligible, offer themselves
for re-election.
INDEPENT ADVICE TO THE BOARD
The Board has the ability to seek independent professional
advice although none was considered necessary in the year under
review or in the previous financial year.
SUBSTANTIAL INTERESTS
As at 28 April 2022, the Company had been notified that, other
than Directors, the following shareholders were interested in 3% or
more of the issued ordinary share capital of the Company:
Substantial shareholder Ordinary Percentage
shares of of issued
GBP0.0001 share capital
each
EQTEC plc 160,606,061 14.15%
Edward Spencer 84,000,000 7.40%
---------------------------- ------------ ---------------
The Company is not aware of any other interests which may be 3%
or more.
MATTERS COVERED IN THE STRATEGIC REPORT
The business review, review of KPI's and details of future
developments are included in the Strategic Report.
POLITICAL AND CHARITABLE DONATIONS
No political or charitable donations have been made during the
year under review.
POST PERIOD EVENTS
See Page 5 of the Strategic Report and Note 19 to the Financial
Statements.
DISCLOSURE GUIDANCE AND TRANSPARENCY RULES - COMPLIANCE
STATEMENT
The following disclosures relating to the Company's share
capital and control and its Directors are made pursuant to Rule
7.2.6.R of the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules ("DTRs").
As at 31 December 2021:
a) Details of significant direct or indirect holdings of
ordinary shares in the capital of the Company are set out above in
this Directors' Report.
b) The Company is not aware of any agreements between
shareholders which may result in restrictions on the transfer of
securities or on voting rights.
c) There are no persons who hold securities carrying special
rights regarding control of the Company.
d) The Company is not a party to any significant agreements
which take effect, alter or terminate upon a change of control of
the Company following a takeover bid.
e) All ordinary shares carry one vote per share without restriction.
f) The Company's rules about the appointment and replacement of
directors are contained in the Company's articles of association
and accord with the Companies Act 2006. Amendments to the Company's
articles of association must be approved by the Company's
shareholders by passing a special resolution.
g) The Company may exercise in any manner permitted by the
Companies Act 2006 any power which a public company limited by
shares may exercise under the Companies Act 2006. The business of
the Company is managed by or under the direction of the Directors.
The Directors may exercise all the powers of the Company except any
powers that the Companies Act 2006 or the articles of association
requires the Company to exercise.
h) Subject to any rights and restrictions attached to a class of
shares and in compliance with the Companies Act 2006, the Company
may allot and issue unissued shares and grant options over unissued
shares, on any terms, at any time and for any consideration, as the
Directors resolve. This power of the Company can only be exercised
by the Directors. The Company may reduce its share capital and
buy-back shares in itself on any terms and at any time. However,
the Companies Act 2006 sets out certain procedures which must be
followed in relation to reductions in share capital and the
buy-back of shares.
DISCLOSURE OF INFORMATION TO THE AUDITOR
In the case of each person who was a Director at the time this
report was approved:
-- so far as that Director was aware there was no relevant audit
information of which the Company's auditor was unaware; and
-- that Director had taken all steps that the Director ought to
have taken as a director to make himself or herself aware of any
relevant audit information and to establish that the Company's
auditor was aware of that information.
This information is given and should be interpreted in
accordance with the provisions of section 418 of Companies Act
2006.
AUDITORS
A resolution to re-appoint the Company's Auditors, Edwards
Veeder (UK) Limited, will be proposed at the next Annual General
Meeting of the Company, to be held on 20 June 2022.
Approved by the Board of Directors
and signed on behalf of the Board
Rolf Gerritsen
Director
28 April 2022
DIRECTORS' RESPONSIBILITIES STATEMENT
Directors' responsibilities for the financial statements
The Directors are responsible for preparing the Strategic
Report, the Directors' Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare the group and parent company financial
statements in accordance with applicable law and International
Financial Reporting Standards ("IFRSs") as adopted by the European
Union and as regards the parent company financial statements, as
applied in accordance with the provisions of the Companies Act
2006. Under company law, the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and of
the Group and of the profit or loss of the Group for that year.
In preparing those financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRSs as adopted by the European
Union have been followed subject to any material departures
disclosed and explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company/Group will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
of the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions. The maintenance and
integrity of the Company's website is the responsibility of the
Directors. The Directors' responsibility also extends to the
ongoing integrity of the financial statements contained
therein.
They are further responsible for ensuring that the Strategic
Report and the Directors' Report and other information included in
the Annual Report and Financial Statements is prepared in
accordance with applicable law in the United Kingdom.
The Directors, after making enquiries, have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. They therefore
continue to adopt the going concern basis in preparing the
accounts.
Auditor
Edwards Veeder (UK) Limited has signified its willingness to
continue as independent auditor to the Company. Under the Companies
Act 2006 section 487(2) Edwards Veeder (UK) Limited will be
automatically re-appointed as auditor 28 days after these financial
statements are sent to members, unless the members exercise their
rights under the Companies Act 2006 to prevent the
re-appointment.
The Directors have taken all the steps that they ought to have
taken to make themselves aware of any information needed by the
Company's independent auditor for the purposes of the audit and to
establish that the independent auditor is aware of that
information. The Directors are not aware of any relevant audit
information of which the independent auditor is unaware.
Website publication
The maintenance and integrity of the MetalNRG website is the
responsibility of the Directors; the work carried out by the
independent auditor does not involve the consideration of these
matters and, accordingly, the independent auditor accept no
responsibility for any changes that may have occurred in the
accounts since they were initially presented on the MetalNRG
website. Legislation in the United Kingdom governing the
preparation and dissemination of the accounts and the other
information included in annual reports may differ from legislation
in other jurisdictions.
CORPORATE GOVERNANCE STATEMENT
CHAIRMAN'S OVERVIEW
The Board considers the Corporate Governance Code 2018,
published by the Quoted Companies Alliance ("the QCA Code"), to be
the most suitable corporate governance code for the Company. The
Company has adopted the QCA Code and the Principles which it
contains. The QCA Code's 10 Principles and an explanation of how
these are complied with by the Company are set out after this
overview.
The Board is collectively responsible to shareholders for the
success of the Group. The Board is responsible for the management
of the business of the Company, setting the strategic direction of
the Company, establishing the policies of the Company and
appraising the making of all material investments.
It is also the Board's responsibility to oversee the financial
position of the Company and to monitor the business and affairs of
the Company on behalf of the shareholders, to whom the directors
are accountable. The primary duty of the Board will be to act in
the best interests of the Company at all times. The Board will also
address issues relating to internal control and the Company's
approach to risk management. To this end, the Company has
established an audit committee of the Board (the "Audit Committee")
with formally delegated duties and responsibilities.
The Audit Committee, which comprises Christopher
Latilla-Campbell as Chairman and Christian Schaffalitzky de
Muckadell will meet at least twice a year. The Audit Committee will
be responsible for the Company's internal controls and ensuring
that the financial performance of the Group is properly measured
and reported. In addition, the Audit Committee will receive and
review reports from management and the auditor relating to the
interim report, the annual report and accounts and the internal
control systems of the Company.
The Audit Committee will also make recommendations to the Board
on the appointment of the auditor and the audit fee.
The Company has also established a remuneration committee of the
Board (the "Remuneration Committee") with formally delegated duties
and responsibilities.
The Remuneration Committee which comprises Christian
Schaffalitzky de Muckadell as Chairman and Christopher
Latilla-Campbell will meet at least once a year. The Remuneration
Committee will be responsible for reviewing, determining and
recommending to the Board the future policy for the remuneration of
the executive directors and officers. The Remuneration Committee
will consider base fees, salaries and incentive entitlements and
awards and, where appropriate, pension arrangements. The aggregate
remuneration of the directors is limited by the Company's Articles
of Association and this aggregate amount can only be changed by the
Company in general meeting.
The Board has adopted a share dealing code (the "Share Dealing
Code") regulating trading in the Company's shares for the Directors
and other persons discharging managerial responsibilities (and
their persons closely associated) which contains provisions
appropriate for a company whose shares are listed on the Official
List and admitted to trading on the Main Market for listed
securities of the London Stock Exchange (particularly relating to
dealing during closed periods which will be in line with the Market
Abuse Regulation). The Company will take all reasonable steps to
ensure compliance by the Directors and any relevant employees with
the terms of the Share Dealing Code.
The Board currently comprises three directors of which two are
non-executive and one is executive. The Board as a whole believes
that its current composition provides an appropriate level of
balance in the Board and the Company's management. However, the
Board is considering the possibility of making an additional
appointment to the Board.
Christopher Latilla-Campbell
Non-Executive Chairman
QCA Code and Company compliance
The QCA Code, which the Company has adopted, contains 10
Principles which are set out below together with an explanation of
how the Company applies each Principle.
Principle One: Establish a strategy and business model which
promote long-term value for shareholders.
The Company has a clearly defined strategy and business model
which has been adopted and implemented by the Board and which it
believes will achieve long term value for the shareholders. Details
of the Company's strategy are set out in the Strategic Report.
Principle Two: Seek to understand and meet shareholder needs and
expectations.
The Board is committed to maintaining good communications with
its shareholders and with investors with a view to understanding
their needs and expectations. The Board and, in particular, the
Chairman and Chief Executive Officer, maintain close contact with
many of the shareholders.
All shareholders are encouraged to attend the Company's Annual
General Meetings where they can meet and directly communicate with
the Board. Shareholders and investors are also able to meet with
members of the Board at investor presentations and investor shows
where the Company may be attending as a presenter or an exhibitor
and where up to date corporate presentations may be made after
which members of the Board are available to answer questions from
shareholders and investors.
The Company publishes an Annual Report and Accounts and an
Interim Results Announcement both of which are posted to the
Company's website. The Annual Report and Accounts provides
shareholders and investors with details of the Company's Financial
Statements for the financial year under review together with the
Strategic and Directors' Reports and other reports. The Interim
Results Announcement provides shareholders and investors with
details of the Company's Financial Statements for the six months
under review together with Operational Highlights and a Business
Review.
The Company also provides regular regulatory announcements and
business updates through the Regulatory News Service (RNS) and
copies of such announcements are posted to the Company's website.
The Company also provides information and topics for discussion
through social media channels.
Shareholders and investors also have access to information on
the Group through the Company's website, www.metalnrg.com, which is
updated on a regular basis and which also includes the latest
corporate presentation on the Group.
Principle Three: Take into account wider stakeholder and social
responsibilities and their implications for long-term success.
The Board recognises that the long-term success of the Group is
reliant on the efforts and participation of its staff, partners,
contractors, suppliers, advisers, and other stakeholders. The Board
maintains close contact and liaison with these important
relationships.
The Board is very aware of the significance of social,
environmental and ethical matters affecting the business of the
Group.
The Company will engage positively and seek to develop close
relationships with local communities, regulatory authorities and
stakeholders which are in close proximity to or connected with its
overseas operations and, where appropriate, the Board will take
steps to safeguard the interests of such stakeholders.
The Board plans, in due course, to adopt appropriate
environmental and corporate responsibility policies to ensure that
the Group's activities have minimal environmental impact on the
local environment and communities close to the Group's
projects.
Principle Four: Embed effective risk management, considering
both opportunities and threats, throughout the organisation.
Mining exploration, evaluation and development generally carry
high levels of risk and the Board recognises that the principal
risks and uncertainties facing the Group at this stage in relation
to its projects are inherently high.
The Board regularly reviews its business strategy and, in
particular, identifies and evaluates the risks and uncertainties
which the Group is or may be exposed to. As a result of such
reviews, the Board will take steps to manage risks or seek to
remove or reduce the Group's exposure to them as much as possible.
The risks and uncertainties to which the Group is exposed at
present and in the foreseeable future are detailed in Risks and
Uncertainties in the Strategic Report on pages 5 and 6 together
with risk mitigation strategies employed by the Board.
Principle Five: Maintain the Board as a well-functioning,
balanced team led by the Chairman.
Christopher Latilla-Campbell, the non-executive Chairman, leads
the Board and is responsible for the effective performance of the
Board through control of the Board's agendas and the running of its
meetings at which, through the review and discussion of management
reports, the Group's performance can be regularly monitored.
Christopher Latilla-Campbell, in his capacity as non-executive
Chairman, also has overall responsibility for the corporate
governance of the Company. The day to day running of the Group is
delegated to Rolf Gerritsen, the Chief Executive Officer.
The Board holds Board meetings at least four times a year and
periodically, as and when issues arise which require the attention
of the Board. Prior to such meetings, the Board's members receive
an appropriate agenda and relevant information and reports for
consideration on all significant strategic, operational and
financial matters and other business and investment matters which
may be discussed and considered.
The Board is supported by the Audit and Remuneration Committees,
details of which are set out above.
In accordance with the Company's Articles of Association, the
Board is required to retire each year at the Company's Annual
General Meeting and the retiring Directors may offer themselves for
re-election.
Principle Six: Ensure that between them the directors have the
necessary up to date experience, skills and capabilities.
The Directors have a wide range of skills and experience which
cover sector, technical, financial, operational and public markets
areas which are relevant to the management of the Group's
business.
Details of the current Board of Directors' biographies are set
out on page 2.
The Board regularly reviews its structure and whether it has the
right mix of relevant skills and experience for the effective
management of the Group's business. The Board considers that the
current balance of sector, technical, financial, operational and
public markets skills and experience which its directors have is
appropriate at present given the current size and stage of
development of the Company.
The Directors maintain their skills through membership of
various professional bodies, attendance at mining conferences and
seminars and through their various external appointments.
All Directors have access to the Company Secretary, City Group
PLC, which is responsible for ensuring that Board procedures and
applicable rules and regulations are observed and relevant
corporate and regulatory information is provided to the
Directors.
Principle Seven: Evaluate Board performance based on clear and
relevant objectives, seeking continuous improvement.
The Board's performance as a whole is reviewed and considered in
the light of the progress and achievements against the Group's
long-term strategy and its strategic objectives. This progress is
regularly reviewed in Board meetings and the structure, size and
composition of the Board are also considered.
All Directors are encouraged to maintain personal continuing
professional education programmes and all Directors are entitled to
receive relevant and appropriate training if required.
Principle Eight: Promote a corporate culture that is based on
ethical values and behaviours.
The Company has established corporate governance arrangements
which the Board believes are appropriate for the current size and
stage of development of the Company.
The Company has adopted a number of policies applicable to
directors, officers and employees and, in some cases, to suppliers
and contractors as well, which, in addition to the Company's
corporate governance arrangements set out above, are designed to
provide the Company with a positive corporate culture that
understands and meets shareholder and stakeholder needs and
expectations whilst delivering long-term value for shareholders.
The Company's policies include a Share Dealing Policy; an Insider
Dealing and Market Abuse Policy, an Anti-Bribery and Corruption
Policy, a Whistleblowing Policy, a Social Media Policy and the
Company's Code of Business Conduct;
The Board recognises that its mineral exploration and
development activities can have an impact on the local environment
and communities in close proximity to its operations. The Company
seeks to engage positively and to develop close relationships with
local communities, regulatory authorities and stakeholders which
are in close proximity to or connected with its operations and
where appropriate the Board will take steps to safeguard the
interests of such stakeholders.
Principle Nine: Maintain governance structures and processes
that are fit for purpose and support good decision-making by the
Board.
Whilst the Board has overall responsibility for all aspects of
the business, Christopher Latilla-Campbell, the non-executive
Chairman, is responsible for overseeing the running of the Board
and ensuring that Board focuses on and agrees the Group's long-term
direction and its business strategy and reviews and monitors the
general performance of the Group in implementing its strategic
objectives and its achievements. Key operational and financial
decisions are reserved for the Board through quarterly and periodic
project reviews, annual budgets, and quarterly budget and cash-flow
forecasts and on an ad hoc basis where required.
As non-executive Chairman, Christopher Latilla-Campbell has
overall responsibility for corporate governance matters in the
Group. Christopher Latilla-Campbell and Christian Schaffalitzky de
Muckadell, the Company's two non-executive Directors, are
responsible for bringing independent and objective judgment to
Board decisions.
The Board has established Audit and Remuneration Committees with
formally delegated duties and responsibilities. Further details of
these committees are set out above.
Rolf Gerritsen, the Chief Executive Officer, has the
responsibility for implementing the strategy of the Board and
managing the business activities of the Group on a day-to-day
basis.
City Group, the Company Secretary, is responsible for ensuring
that Board procedures are followed, and applicable rules and
regulations are complied with.
Principle Ten: Communicate how the Company is governed and is
performing by maintaining a dialogue with shareholders and other
relevant stakeholders.
The Company is committed to maintaining good communication with
its shareholders, the Company's key stakeholder group. Members of
the Board regularly communicate with, and encourage feedback from,
its shareholders. The Company's website is regularly updated and
users, including shareholders, can contact the Company using the
contact details on the website should stakeholders wish to make
enquiries of management.
The Group's financial reports, its Annual Report and Accounts
and Interim Results Announcements, can be found in the Investors
section of the website, www.metalnrg.com.
Notices of General Meetings are posted to shareholders and
copies for past years are available on the Company's website.
The results of voting on all resolutions in future general
meetings will be posted to the Company's website, including any
actions to be taken as a result of resolutions for which votes
against have been received from 20 per cent or more of independent
votes cast.
This Corporate Governance Statement will be reviewed at least
annually to ensure that the Company's corporate governance
framework evolves in line with the Company's strategy and business
plan.
DIRECTORS' REMUNERATION REPORT
The Company has established a Remuneration Committee which is
responsible for reviewing, determining and recommending to the
Board the future policy for the remuneration of the Directors, the
scale and structure of the Directors' fees, taking into account the
interests of shareholders and the performance of the Company and
Directors.
The items included in this report are audited unless otherwise
stated.
Statement of MetalNRG Plc's policy on directors' remuneration by
the Chairman of the Remuneration Committee, Christian Schaffalitzky
de Muckadell
As Chairman of the Remuneration Committee, I am pleased to
introduce our Directors' Remuneration Report. The Directors'
Remuneration Policy, which is set out below, on pages 21 to 24,
will be submitted to shareholders for approval at our Annual
General Meeting on 20 June 2022.
A key focus of the Directors' Remuneration Policy is to align
the interests of the Directors to the long-term interests of the
shareholders and it aims to support a high-performance culture with
appropriate reward for superior performance, without creating
incentives that will encourage excessive risk taking or
unsustainable company performance. This will be underpinned through
the implementation and operation of incentive plans.
The Remuneration Committee which comprises myself as Chairman,
and Christopher Latilla-Campbell, will meet at least once a year.
Executive Directors' and Officers' remuneration is set at these
meetings although Board meetings are held where the remuneration of
Directors and the Remuneration Committee's recommendations are
considered.
Remuneration Components
The Company remunerates Executive Directors and Officers in line
with best market practice in the industry in which it operates. The
components of Director remuneration that are considered by the
Board for the remuneration of Directors consist of:
-- Base salaries
-- Pension and other benefits
-- Annual bonus
-- Share incentive arrangements
-- Share options
Rolf Gerritsen, Chief Executive Officer, and Windell Callaghan,
MetalNRG's Chief Financial Officer, have entered into service
agreements with the Company and are also paid base salaries.
Christopher Latilla-Campbell and Christian Schaffalitzky de
Muckadell are appointed by letters of appointment and are paid
Directors' fees.
All such contracts impose certain restrictions as regards the
use of confidential information and intellectual property and the
executive Directors' and Officer's service contracts impose
restrictive covenants which apply following the termination of the
agreements.
Other matters
In February 2021, the Company introduced a Share Option Plan
2021 (the "Plan") for executives and selected senior management,
designed to promote the retention, recruitment and incentivisation
of the Company's leadership team.
The Company has established a workplace pension scheme and Rolf
Gerritsen and Windell Callaghan qualify whereas Christopher
Latilla-Campbell is eligible under the auto-enrolment pension
rules. The workplace pension scheme currently pays pension amounts
in relation to directors' and officer's remuneration. The Company
has not paid out any excess retirement benefits to any directors or
past directors.
Recruitment Policy
Base salary levels take into account market data for the
relevant role, internal relativities, their individual experience
and their current base salary. Where an individual is recruited at
below market norms, they may be re-aligned over time, subject to
performance in the role. Benefits will generally be in accordance
with the approved policy. For external and internal appointments,
the Board may agree that the Company will meet certain relocation
and/or incidental expenses as appropriate.
Payment for loss of Office
If a service contract is to be terminated, the Company will
determine such mitigation as it considers fair and reasonable in
each case.
The Company reserves the right to make additional payments where
such payments are made in good faith in discharge of an existing
legal obligation (or by way of damages for breach of such an
obligation); or by way of settlement or compromise of any claim
arising in connection with the termination of an executive
director's office or employment.
Service Agreements and Letters of Appointment
The terms of all the directors' appointments are subject to
their re-election by the Company's shareholders at Annual General
Meetings at which certain of the directors will retire on a
rotational basis and offer themselves for re-election.
The Executive Directors' and Officer's service agreements are
set out in the table below. The agreements are not for a fixed term
and may be terminated by either the Company or the Executive
Director or Officer on giving appropriate notice.
Details of the terms of the agreement for the Executive Director
and Officer are set out below:
Date of service Notice period Notice period by director
Name agreement by Company (months) or officer (months)
R Gerritsen 1 June 2020 6 months 6 months
---------------- --------------------- --------------------------
W Callaghan 1 October 2020 3 months 3 months
---------------- --------------------- --------------------------
Pierpaolo Rocco resigned as a Director of the Company on 19
October 2021.
The Non-Executive Directors of the Company have been appointed
by letters of appointment. Each Non-Executive Director's term of
office runs for an initial period of three years and thereafter,
with the approval of the Board, will continue subject to periodic
retirement and re-election or termination or retirement in
accordance with the terms of the letters of appointment.
The details of each Non-Executive Director's current term are
set out below:
Name Date of letter Notice period Notice period by Director
of appointment by Company (months) (months)
C Latilla-Campbell 14 June 2017 3 months 3 months
C Schaffalitzky 14 June 2017 3 months 3 months
---------------- --------------------- --------------------------
Executive directors' remuneration - Audited
The table below sets out the remuneration received by the
Executive Directors for the year ended 31 December 2021:
Remuneration Fees Bonus Total
2021 2021 2021 2021
Executive directors GBP GBP GBP GBP
R Gerritsen 170,000 6,310 85,500 261,810
P Rocco * 49,475 22,500 71,975
------------- ------- ------- --------
Total 219,475 28,810 85,500 333,785
======================= ============= ======= ======= ========
* Pierpaolo Rocco resigned as a Director of the Company on 19
October 2021 but was paid until 21 December 2021, when his
employment was terminated by the Company.
Officer's remuneration - Audited
The table below sets out the remuneration received by the
Officer for the year ended 31 December 2021:
Remuneration Fees Bonus Total
2021 2021 2021 2021
Officer GBP GBP GBP GBP
W Callaghan 42,500 - 13,000 55,500
Total 42,500 - 13,000 55,500
============= ============= ====== ======= =======
Non-executive directors' remuneration - Audited
The table below sets out the remuneration received by the
Non-Executive Directors during the year ended 31 December 2021:
Remuneration Fees Bonus Total
2021 2021 2021 2021
Non-executive GBP GBP GBP GBP
directors
C Latilla-Campbell - 15,000 - 15,000
C Schaffalitzky - 12,000 - 12,000
Total - 27,000 - 27,000
==================== ============== ======= ====== =======
Directors' beneficial share interests - Audited
The interests of the Directors, who served during the year ended
31 December 2021, in the share capital of the Company at 31
December 2021 and at the date of this report were as follows:
Number of ordinary As at the Number of Number of share
shares held date of this share options options / warrants
Name of Director at 31 December report vested but unexercised
2021
R Gerritsen 25,427,840 25,427,840 5,977,612 5,977,612
P Rocco * 11,430,148 11,430,148 - -
C Latilla-Campbell
** 44,277,904 44,277,904 1,500,000 1,500,000
C Schaffalitzky 12,099,999 12,099,999 1,500,000 1,500,000
------------------- -------------- --------------- ------------------------
* The 5,977,612 options issued to P Rocco on 1 February 2021
lapsed on termination of his employment on 21 December 2021.
** I ncludes 24,750,000 ordinary shares held by Buchanan Trading
Inc, in whose shares he is deemed to be interested, as he is a
potential beneficiary of a discretionary trust which controls
it.
Relative importance of spend on pay
The table below illustrates a comparison between Directors'
total remuneration to distributions to shareholders and loss before
tax for the financial year ended 31 December 2021:
Distributions Total Directors Group Operational cash
to shareholders pay outflow
GBP GBP GBP
Year ended 31 December
2021 Nil 360,785 2,711,591
------------------ ---------------- -----------------------
Total Director remuneration includes salaries and fees, for
directors in continuing operations. Further details on Directors'
remuneration are provided in note 3 to the Financial
Statements.
Group operational cash outflow has been shown in the table above
as cash flow monitoring and forecasting in an important
consideration for the Board when determining cash-based
remuneration for directors and employees.
Consideration of shareholder views
The Board considers shareholder feedback received and guidance
from shareholder bodies. This feedback, plus any additional
feedback received from time to time, is considered as part of the
Company's annual policy on remuneration.
Approved on behalf of the Board of Directors
Christian Schaffalitzky de Muckadell
Chairman of the Remuneration Committee
28 April 2022
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF METALNRG PLC
FOR THE YEARED 31 DECEMBER 2021
Opinion
We have audited the financial statements of MetalNRG plc (the
'parent company') and its subsidiaries (the 'group') for the year
ended 31 December 2021 which comprise the Consolidated Statement of
Profit or Loss, the Consolidated Statement of Comprehensive Income,
the Consolidated and Company Statements of Financial Position, the
Consolidated and Company Statements of Changes in Equity, the
Consolidated and Company Cash Flow Statements and the notes to the
financial statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied
in their preparation is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union and,
as regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
In our opinion:
-- the financial statements give a true and fair view of the
state of the group's and of the parent company's affairs as at 31
December 2021 and of the group's loss for the year then ended;
-- the group financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
-- the parent company financial statements have been properly
prepared in accordance with IFRSs as adopted by the European Union
and as applied in accordance with the provisions of the Companies
Act 2006; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
company's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Key Audit Matters
Key audit matters are those that, in our professional judgement,
were of most significance in our audit of the Financial Statements
of the current year and include the most significant assessed risks
of material misstatement (whether or not due to fraud) we
identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit
and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key audit matter Audit response
Investment
The Investment Portfolio at 31 December We agreed existence of the investment
2021 comprised of Listed investments portfolio holdings to the Custodian
and options whose price is readily information.
available and unlisted options.
We tested the valuation of all
We focussed on the existence and listed investments held by agreeing
valuation of investments because prices to independent third-party
investments represent the principal sources.
element of the net asset value as
disclosed in the Statement of Financial
Position in the Financial Statements
--------------------------------------------
Going concern
The parent company raised finance Critical assessment of the directors'
during the year to fund its Investment going concern assessment, challenging
Strategy and will require further forecast and assumption.
funding in the future. The cash
and cash equivalent balance as at Assessment of the cash flow forecast
31 December 2021 amounted to GBP49,316. for committed and contracted expenditure
versus discretionary expenditure
The risk for our audit was whether compared to the level of cash resources.
this contributed to a material uncertainty
that may cast doubt on the parent Assessment of the adequacy of disclosures
company's' ability to continue as in the financial statements
a going concern
--------------------------------------------
An overview of the scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatements in the Financial
Statements. As in all our audits, we addressed the risk of
management override of controls, including among other matters
consideration of whether there was any evidence of bias that
represented a risk of material misstatement due to fraud.
Our application of materiality
We apply the concept of materiality both in planning and
performing our audit and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements,
including omissions could influence the economic decisions of
reasonable users that are taken on the basis of the financial
statements. Importantly, misstatements below these levels will not
necessarily be evaluated as material, as we also take into account
the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on
the financial statements as a whole.
Based on our professional judgement, we determined the
materiality for the financial statements ("Financial Statement
materiality") as a whole to be GBP79,000 (2020: GBP31,000) which is
based on 2.5% of gross assets. We considered this as an appropriate
benchmark as Investments are held for long term future growth.
We set Performance materiality as 80% of the overall Financial
Statement materiality.
Other information
The other information comprises the information included in the
parent company's annual report, other than the financial statements
and our auditor's report thereon. The directors are responsible for
the other information. Our opinion on the financial statements does
not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the parent
company and its environment obtained in the course of the audit, we
have not identified material misstatements in the strategic report
or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the financial statements of the parent company are not in
agreement with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the parent company's ability to continue
as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the parent company
or to cease operations, or have no realistic alternative but to do
so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but it is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Auditor's responsibilities for the audit of the financial
statements, continued
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- Enquiries with management, about any known or suspected
instances of non-compliance with laws and regulations and
fraud.
-- Auditing the risk of management of override controls,
including through testing journal entries and other adjustments for
appropriateness.
Because of the field in which the parent company operates, we
identified that employment law, LSE Listing Rules and compliance
with the Companies Act 2006 are most likely to have a material
impact on the financial statements.
The group is subject to many other laws and regulations where
consequences of non-compliance could have material effect on
amounts or disclosures in the financial statements, for instance
through the imposition of fines. We identified the following areas
as most likely to have such an effect: The Listing Rules in certain
aspects of company legislation recognising the financial and
regulated nature of the parent company's activities and its legal
form. Auditing standards limit required audit procedure to identify
non-compliance with these laws and regulations to inquiry of the
directors and other management and inspection of regulatory and
legal correspondence, if any. Through these procedures, we did not
become aware of actual or suspected non-compliance.
Owing to the inherent limitations of an audit, there's an
unavoidable risk that some material misstatements in the financial
statements may not be detected, even though the audit is properly
planned and performed in accordance with ISAs (UK). For instance,
the further removed non-compliances from the events and
transactions reflected in the financial statements, the less likely
the auditor is to become aware of it or to recognise the
non-compliance.
As part of an audit in accordance with ISAs (UK), we exercise
professional judgment and maintain professional scepticism
throughout the audit. We also:
-- Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.
-- Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the internal control.
-- Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related disclosures
made by the directors.
-- Conclude on the appropriateness of the directors' use of the
going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the parent
company's ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. However, future
events or conditions may cause the parent company to cease to
continue as a going concern.
-- Evaluate the overall presentation, structure and content of
the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Auditor's responsibilities for the audit of the financial
statements, continued
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
Use of our report
This report is made solely to the parent company's members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to
the parent company's members those matters we are required to state
to them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the parent company and the
parent company's members as a body, for our audit work, for this
report, or for the opinions we have formed.
Mr Lee Lederberg (Senior Statutory Auditor)
For and on behalf of
Edwards Veeder (UK) Limited
Chartered accountant &
statutory auditor
4 Broadgate
Broadway Business Park
Chadderton
Oldham OL9 9XA
28 April 2022
MetalNRG plc
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEARED 31 DECEMBER 2021
Notes Year to Year to
31 December 31 December
2021 2020
GBP GBP
Revenue - -
Cost of sales - -
------------ ------------
Gross loss - -
Administrative expenses (1,888,640) (829,267)
Other operating income 24,361 19,134
Operating loss 2 (1,864,279) (810,133)
Finance income - -
Loss before tax (1,864,279) (810,133)
Taxation 4 - -
Loss for the year (1,864,279) (810,133)
============ ============
Attributable to:
Equity holders of the parent company (1,864,279) (810,133)
============ ============
Loss per ordinary share
Basic 6 (0.22) pence (0.22) pence
Diluted 6 (0.14) pence (0.18) pence
============ ============
All operations are considered to be continuing.
The accompanying notes form part of these financial
statements.
MetalNRG plc
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2021
Year to Year to
31 December 31 December
2021 2020
GBP GBP
Loss after tax (1,864,279) (810,133)
Items that may subsequently be reclassified
to profit or loss:
* Foreign exchange movements (12,439) (418)
Total comprehensive loss attributable
to equity holders of the parent company (1,876,718) (810,551)
============ ===========
The accompanying notes form part of these financial
statements.
MetalNRG plc
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2021
Notes Year to Year to
31 December 31 December
2021 2020
GBP GBP
Non-current assets
Intangible fixed assets 8 575,077 668,937
Investments 8 1,265,749 466,652
Total non-current assets 1,840,826 1,135,589
----------- -----------
Current assets
Trade and other receivables 10 1,089,026 29,736
Cash and cash equivalents 11 49,316 63,611
----------- -----------
Total current assets 1,138,342 93,347
----------- -----------
Current liabilities
Trade and other payables 12 (649,135) (1,049,772)
Total current liabilities (649,135) (1,049,772)
----------- -----------
Non-current liabilities
Other non-current payables 12 (23,263) (28,975)
----------- -----------
Total non-current liabilities (23,263) (28,975)
----------- -----------
Net assets 2,306,770 150,189
=========== ===========
Capital and reserves
Share capital 13 350,349 273,968
Share premium 6,422,036 2,483,117
Share based payment reserve 14 17,999 -
Retained losses (4,469,817) (2,605,538)
Foreign currency reserve (13,797) (1,358)
----------- -----------
Total equity 2,306,770 150,189
=========== ===========
The accompanying notes form part of these financial
statements.
These financial statements were approved and authorised for
issue by the Board of Directors on 28 April 2022.
Signed on behalf of the Board of Directors
Rolf Gerritsen
Director
Company No. 05714562
MetalNRG plc
COMPANY STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2021
Notes Year to Year to
31 December 31 December
2021 2020
GBP GBP
Non-current assets
Investments 7 660,473 466,652
Investment in subsidiaries 9 1,384,233 635,733
Total non-current assets 2,044,706 1,102,385
----------- -----------
Current assets
Trade and other receivables 10 1,089,026 29,736
Cash and cash equivalents 11 49,316 63,602
----------- -----------
Total current assets 1,138,342 93,338
----------- -----------
Current liabilities
Trade and other payables 12 (649,135) (1,012,656)
Total current liabilities (649,135) (1,012,656)
----------- -----------
Non-current liabilities
Other non-current payables 12 (23,263) (28,975)
----------- -----------
Total non-current liabilities (23,263) (28,975)
----------- -----------
Net assets 2,510,650 154,092
=========== ===========
Capital and reserves
Share capital 13 350,349 273,968
Share premium 6,422,036 2,483,117
Share based payment reserve 14 17,999 -
Retained losses (4,279,734) (2,602,993)
Equity shareholders' funds 2,510,650 154,092
=========== ===========
The loss of the parent company for the year was GBP1,676,741
(2020: GBP810,233).
The accompanying notes form part of these financial
statements.
These financial statements were approved and authorised for
issue by the Board of Directors on 28 April 2022.
Signed on behalf of the Board of Directors
Rolf Gerritsen
Director
Company No. 5285814
MetalNRG plc
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2021
Share Share Share based Retained Foreign Total
capital premium Payment reserve losses currency
reserve
GBP GBP GBP GBP GBP GBP
At 31 December 2019 272,801 2,414,284 - (1,795,405) (940) 890,740
------- --------- --------------- ----------- -------- -------------
Loss for the year - - - (810,133) - (810,133)
Translation differences - - - - (418) (418)
------- --------- --------------- ----------- -------- -------------
Comprehensive loss for the year - - - (810,133) (418) (810,551)
------- --------- --------------- ----------- -------- -------------
Shares issued 1,167 68,833 - - - 70,000
Share issue costs - - - - - -
At 31 December 2020 273,968 2,483,117 - (2,605,538) (1,358) 150,189
------- --------- --------------- ----------- -------- -------------
Loss for the year - - - (1,864,279) - (1,864,279)
Translation differences - - - - (12,439) (12,439)
------- --------- --------------- ----------- -------- -------------
Comprehensive loss for the year - - - (1,864,279) (12,439) (1,876,718)
------- --------- --------------- ----------- -------- -------------
Share option charge - - 17,999 - - 17,999
Shares issued 76,381 4,227,769 - - - 4,304,150
Share issue costs - (288,850) - - - (288,850)
At 31 December 2021 350,349 6,422,036 17,999 (4,469,817) (13,797) 2,306,770
------- --------- --------------- ----------- -------- -------------
The accompanying notes form part of these financial
statements.
MetalNRG plc
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2021
Share Share Share based Retained Total
capital premium Payment reserve losses
GBP GBP GBP GBP GBP
At 31 December 2019 272,801 2,414,284 - (1,792,760) 894,325
------- --------- --------------- ----------- -----------
Loss for the year - - - (810,233) (810,233)
Comprehensive loss for the year - - - (810,233) (810,233)
------- --------- --------------- ----------- -----------
Shares issued 1,167 68,833 - - 70,000
Share issue costs - - - - -
At 31 December 2020 273,968 2,483,117 (2,602,993) 154,092
------- --------- --------------- ----------- -----------
Loss for the year - - - (1,676,741) (1,676,741)
Comprehensive loss for the year - - - (1,676,741) (1,676,741)
------- --------- --------------- ----------- -----------
Share option charge - - 17,999 - 17,999
Shares issued 76,381 4,227,769 - - 4,304,150
Share issue costs - (288,850) - - (288,850)
At 31 December 2021 350,349 6,422,036 17,999 (4,279,734) 2,510,650
------- --------- --------------- ----------- -----------
The accompanying notes form part of these financial
statements.
MetalNRG plc
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEARED 31 DECEMBER 2021
Notes Year to Year to
31 December 2021 31 December 2020
GBP GBP
Cash flows from operating activities
Operating loss (1,864,279) (810,133)
Loss/(profit) on sale of investment 149,545 (19,134)
Foreign exchange (12,439) (418)
Finance costs 14,774 32,436
Bonus shares issued 16,250 -
Share option charge 17,999 -
Increase in creditors 25,850 50,931
(Increase)/decrease in debtors (1,059,291) 55,554
Net cash used in operating activities (2,711,591) (690,764)
---------------- ----------------
Cash flows from investing activities
Proceeds from sale of investment 350,455 102,467
Purchase of investments 7 (1,205,237) (337,631)
Net cash used in investing activities (854,782) (235,164)
---------------- ----------------
Cash flows from financing activities
Proceeds from the issue of shares and warrants 4,017,900 70,000
Cost of shares issued (288,850) -
Convertible loan note repayment (105,835) -
Bridging loan repayment (271,137) -
Bridging and other loan financing 200,000 410,500
Proceeds from issue of convertible loan notes - 370,000
Net cash generated from financing activities 3,552,078 850,500
---------------- ----------------
Net (decrease)/increase in cash and cash equivalents (14,295) (75,428)
Cash and cash equivalents at beginning of year 63,611 139,039
Cash and cash equivalents at end of year 11 49,316 63,611
================ ================
The accompanying notes form part of these financial
statements.
MetalNRG plc
COMPANY CASH FLOW STATEMENT
FOR THE YEARED 31 DECEMBER 2021
Notes Year to Year to
31 December 2021 31 December 2020
GBP GBP
Cash flows from operating activities
Operating loss (1,676,741) (810,233)
Loss/(profit) on sale of investment 149,545 (19,134)
Finance costs 14,774 32,436
Finance income (16,689) -
Bonus shares issued 16,250 -
Share option charge 17,999 -
Increase in creditors 62,965 52,520
(Increase)/decrease in debtors (1,059,290) 55,517
Net cash used in operating activities (2,491,187) (688,894)
---------------------- ----------------
Cash flows from investing activities
Loans to subsidiaries 7 (731,812) (4,391)
Proceeds from sale of investments 350,455 102,467
Purchase of investments 7 (693,820) (334,985)
Net cash used in investing activities (1,075,177) (236,909)
---------------------- ----------------
Cash flows from financing activities
Proceeds from the issue of shares and warrants 4,017,900 70,000
Cost of shares issued (288,850) -
Convertible loan note repayment (105,835) -
Bridging loan repayment (271,137) -
Bridging and other loan financing 200,000 410,500
Proceeds from issue of convertible loan notes - 370,000
Net cash generated from financing activities 3,552,078 850,500
---------------------- ----------------
Net (decrease)/increase in cash and cash equivalents (14,286) (75,303)
Cash and cash equivalents at beginning of year 63,602 138,905
Cash and cash equivalents at end of year 11 49,316 63,602
====================== ================
The accompanying notes form part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND BASIS OF PREPARATION
General information
The Company is a public company limited by shares which is
incorporated in England. The registered office of the Company is 1
Ely Place, London EC1N 6RY, United Kingdom. The registered number
of the Company is 05714562.
Statement of compliance
The Historical Financial Information has been prepared in
accordance with IFRS, including interpretations made by the
International Financial Reporting Interpretations Committee (IFRIC)
as adopted by the European Union issued by the International
Accounting Standards Board (IASB). The standards have been applied
consistently.
The Historical Financial Information is presented in pounds
sterling.
Accounting policies
Basis of preparation
The Historical Financial Information has been prepared on a
historical cost basis, as modified by the revaluation of certain
financial assets and liabilities and investment properties
measured
at fair value through profit or loss.
The Historical Financial Information is prepared in pounds
sterling, which is the functional currency of the Company.
Changes in accounting policies
New and amended standards adopted by the Company
-- COVID-19-Related Rent Concessions (Amendment to IFRS 16), 01 Jun 2020
-- Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS
9, IAS 39, IFRS 7, IFRS 4 and IFRS 16), 01 Jan 2021
Revenue recognition
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Company and the revenue can be
reliably measured, regardless of when the payment is being made.
Revenue is measured at the fair value of the consideration received
or receivable, taking into account contractually defined terms of
payment and excluding taxes or duty.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and companies controlled by the Company,
the Subsidiary Companies, drawn up to 31 December each year.
Control is recognised where the Company has the power to govern
the financial and operating policies of an investee entity so as to
obtain benefits from its activities. The results of subsidiaries
acquired or disposed of during the year are included in the
consolidated statement of profit or loss from the effective date of
acquisition or up to the effective date of disposal, where
appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used
into line with those used by the Group. All intra-group
transactions, balances, income and expenses are eliminated on
consolidation. Non-controlling interests in the net assets of
consolidated subsidiaries are identified separately from the
Group's equity therein.
Non-controlling interests consist of the amounts of those
interests at the date of the original business combination and the
minority's share of changes in equity since the date of the
combination.
Short term debtors and creditors
Debtors and creditors with no stated interest rate and
receivable or payable within one year are recorded at transaction
price. Any losses arising from impairment are recognised in the
statement of profit or loss in other operating expenses.
Judgements and key sources of estimation uncertainty
The preparation of the Historical Financial Information requires
the directors to make judgements, estimates and assumptions that
affect the amounts reported. These estimates and judgements are
continually reviewed and are based on experience and other factors,
including expectations of future events that are believed to be
reasonable under the circumstances.
Accounting estimates and assumptions are made concerning the
future and, by their nature, may not accurately reflect the related
actual outcome. There are no key assumptions and other sources of
estimation uncertainty that have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities within the next financial year.
Foreign currencies
For the purposes of the consolidated financial statements, the
results and financial position of each Group entity are expressed
in pounds sterling, which is the presentation currency for the
consolidated financial statements.
In preparing the financial statements of the individual
entities, transactions in currencies other than the entity's
functional currency (foreign currencies) are recorded at the rates
of exchange prevailing at the dates of the transactions. At each
reporting date, monetary items denominated in foreign currencies
are retranslated at the rates prevailing at the reporting date.
Exchange differences arising are included in the profit or loss for
the year.
For the purposes of preparing consolidated financial statements,
the assets and liabilities of the Group's foreign operations are
translated at exchange rates prevailing on the reporting date.
Income and expense items are translated at the average exchange
rates for the year. Gains and losses from exchange differences so
arising are shown through the Consolidated Statement of Changes in
Equity.
Investments
Fixed asset investments are initially recorded at cost, and
subsequently stated at cost less any accumulated impairment
losses.
Listed investments are measured at fair value with changes in
fair value being recognised in profit or loss.
Impairment of fixed assets
A review for indicators of impairment is carried out at each
reporting date, with the recoverable amount being estimated where
such indicators exist. Where the carrying value exceeds the
recoverable amount, the asset is impaired accordingly. Prior
impairments are also reviewed for possible reversal at each
reporting date.
For the purposes of impairment testing, when it is not possible
to estimate the recoverable amount of an individual asset, an
estimate is made of the recoverable amount of the cash-generating
unit to which the asset belongs. The cash-generating unit is the
smallest identifiable group of assets that includes the asset and
generates cash inflows that largely independent of the cash inflows
from other assets or groups of assets.
For impairment testing of goodwill, the goodwill acquired in a
business combination is, from the acquisition date, allocated to
each of the cash-generating units that are expected to benefit from
the synergies of the combination, irrespective of whether other
assets or liabilities of the Company are assigned to those
units.
Intangible assets
Trademarks, licences and customer contracts, separately acquired
trademarks and licences are shown at historical cost. Trademarks,
licences and customer contracts acquired in a business combination
are recognised at fair value at the acquisition date. They have a
finite useful life and are subsequently carried at cost less
accumulated amortisation and impairment losses.
Impairment of intangible assets
Goodwill and intangible assets that have an indefinite useful
life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired. Other assets
are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by
which the asset's carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less
costs of disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of
assets (cash-generating units). Non-financial assets other than
goodwill that suffered an impairment are reviewed for possible
reversal of the impairment at the end of each reporting period.
Financial instruments
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the entity after deducting all
of its financial liabilities.
Where the contractual obligations of financial instruments
(including share capital) are equivalent to a similar debt
instrument, those financial instruments are classed as financial
liabilities. Financial liabilities are presented as such in the
balance sheet. Finance costs and gains or losses relating to
financial liabilities are included in the profit and loss account.
Finance costs are calculated so as to produce a constant rate of
return on the outstanding liability.
Where the contractual terms of share capital do not have any
terms meeting the definition of a financial liability then this is
classed as an equity instrument. Dividends and distributions
relating to equity instruments are debited direct to equity.
Financial liabilities
The directors determine the classification of the Company's
financial liabilities at initial recognition. The financial
liabilities held comprise other payables and accrued liabilities
and these are classified as loans and receivables.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short-term investments to be cash equivalents.
Share capital
The Company's ordinary shares of nominal value GBP0.0001 each
("Ordinary Shares") are recorded at such nominal value and proceeds
received in excess of the nominal value of Ordinary Shares issued,
if any, are accounted for as share premium. Both share capital and
share premium are classified as equity. Costs incurred directly to
the issue of Ordinary Shares are accounted for as a deduction from
share premium, otherwise they are charged to the statement of
profit or loss.
The Company's deferred shares of nominal value GBP0.0049 each
("Deferred Shares") are recorded at such nominal value and proceeds
received in excess of the nominal value of Deferred Shares issued,
if any, are accounted for as share premium. Both share capital and
share premium are classified as equity. Costs incurred directly to
the issue of Ordinary Shares are accounted for as a deduction from
share premium, otherwise they are charged to the statement of
profit or loss.
Current and deferred income tax
The tax charge represents tax payable less a credit for deferred
tax. The tax payable is based on profit for the year. Taxable
profit differs from the loss for the year as reported in the
Consolidated Statement of Comprehensive Income because it excludes
items of income or expense that are taxable or deductible in other
years and it further excludes items of income or expense that are
never taxable or deductible. The Company's liability for current
tax is calculated using tax rates that have been enacted or
substantively enacted by the Statement of Financial Position
date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the Historical Financial Information and the corresponding tax
bases used in the computation of taxable profit and is accounted
for using the liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax assets and liabilities are offset where there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Company intends to settle
its current tax assets and liabilities on a net basis.
Going concern
The Historical Financial Information has been prepared on the
assumption that the Group will continue as a going concern. Under
the going concern assumption, an entity is ordinarily viewed as
continuing in business for the foreseeable future with neither the
intention nor the necessity of liquidation, ceasing trading or
seeking protection from creditors pursuant to laws or regulations.
In assessing whether the going concern assumption is appropriate,
the directors take into account all available information for the
foreseeable future, in particular for the twelve months from the
date of approval of the Historical Financial Information.
Following the review of ongoing performance and cash flows, the
directors have a reasonable expectation that the Group has adequate
resources to continue operational existence for the foreseeable
future.
Share-based payments
The fair value of options granted to directors and others in
respect of services provided is recognised as an expense in the
profit and loss account with a corresponding increase in equity
reserves - the share- based payment reserve.
On exercise or cancellation of share options, the proportion of
the share-based payment reserve relevant to those options is
transferred to the profit and loss account reserve. On exercise,
equity is also increased by the amount of the proceeds
received.
The fair value is measured at grant date and the charge is
spread over the relevant vesting period.
The fair value of options is calculated using the Black-Scholes
model taking into account the terms and conditions upon which the
options were granted. Vesting conditions are non-market and there
are no market vesting conditions. The exercise price is fixed at
the date of grant and no compensation is due at the date of
grant.
2. OPERATING LOSS
Year to Year to
31 December 31 December
2021 2020
GBP GBP
This is stated after charging/(crediting):
(Loss) on foreign exchange (12,439) (418)
(Loss)/profit on disposal of investments (149,545) 19,134
Auditor's remuneration
- audit services 17,200 14,000
- non-audit services* 48,000 -
============= ===========
* Amounts payable to Edwards Veeder (UK) Limited by the Company
in respect of non-audit services was GBP40,000 net of VAT (2020:
GBPnil) in relation to work as reporting accountants on the
Company's May 2021 Prospectus.
3. DIRECTORS' AND OFFICER'S REMUNERATION
There were no employees during the year apart from the directors
and the chief financial officer, who are the key management
personnel. None of the directors had benefits accruing under money
purchase pension schemes.
Group and Company Year to Year to
31 December 31 December
2021 2020
GBP GBP
Directors' Remuneration
Fees 34,500 148,437
Salaries 234,475 74,667
Benefits 6,310 155
Bonus 85,500 -
Pension costs 2,858 1,520
Total Directors' Remuneration 363,643 224,779
----------- -----------
The number of directors who accrued benefits
under company pension plans was as follows:
----------- -----------
Defined contribution plans 4 3
----------- -----------
Officer's Remuneration
Salary 42,500 10,000
Bonus 13,000 -
Pension costs 1,088 253
----------- -----------
Total Officer's Remuneration 56,588 10,253
----------- -----------
Total Directors' and Officer's Remuneration 420,231 235,032
----------- -----------
Average number of employees 53
4. INCOME TAXES
a) Analysis of charge in the year
Year to Year to
31 December 31 December
2021 2020
GBP GBP
United Kingdom corporation tax at 19% (2020:
19%) - -
Deferred taxation - -
- -
==== ============
b) Factors affecting tax charge for the year
The tax assessed on the loss on ordinary activities for the year
differs from the standard rate of corporation tax in the UK of 19%
(2020: 19%). The differences are explained below:
Year to Year to
31 December 31 December
2021 2020
GBP GBP
Loss on ordinary activities before tax (1,864,279) (810,133)
=========== ===========
Loss multiplied by standard rate of tax (354,213) (153,925)
Effects of:
Expenses not deductible for tax 52,250 42,696
Losses carried forward not recognised as deferred
tax assets 301,963 111,229
- -
=========== ===========
No deferred tax asset has been recognised because there is
insufficient evidence of the timing of suitable future profits
against which they can be recovered.
Year to Year to
31 December 31 December
2021 2020
GBP GBP
Losses carried forward:
Brought forward losses 31 December 2020 2,039,129 1,453,610
Current year allowable losses 1,589,278 585,519
----------- -----------
Losses carried for 31 December 2021 3,628,407 2,039,129
=========== ===========
5. COMPANY LOSS FOR THE YEAR
The Company has taken advantage of the exemption allowed under
section 408 of the Companies Act 2006 and has not included its own
statement of profit or loss and statement of comprehensive income
in these financial statements. The Company's loss for the year
amounted to GBP1,676,741 (2020: GBP810,233).
6. LOSS PER SHARE
Basic loss per share is calculated by dividing the loss
attributed to ordinary shareholders of GBP1,864,279 (2021: 810,133
loss) by the weighted average number of shares of 849,236,645
(2021: 363,554,242) in issue during the year. The diluted loss per
share is calculated by dividing the loss attributed to ordinary
shareholders of GBP1,864,279 (2021: GBP810,133 loss) by the
weighted average number of shares including the total number of
options and warrants outstanding of 1,322,870,481 (2021:
453,720,902).
7. INVESTMENTS - COMPANY
Available for
sale Investments Subsidiaries Loans Total
GBP GBP GBP GBP GBP
At 31 December 2019 83,333 131,667 583,049 48,293 846,342
Additions - 334,985 - 4,391 339,376
Disposals (83,333) - - - (83,333)
At 31 December 2020 - 466,652 583,049 52,684 1,102,385
------------- ----------- ------------ ------- ---------
Additions 500,000 193,821 - 748,500 1,442,321
Disposals (500,000) - - - (500,000)
Transfers - - (46,074) 46,074 -
At 31 December 2021 - 660,473 536,975 847,258 2,044,706
------------- ----------- ------------ ------- ---------
8. INVESTMENTS - GROUP
Available for Intangible fixed
sale Investments assets Total
GBP GBP GBP GBP
At 31 December 2019 83,333 131,667 666,291 881,291
Additions - 334,985 2,646 337,631
Disposals (83,333) - - (83,333)
At 31 December 2020 - 466,652 668,937 1,135,589
------------- ----------- ---------------- ---------
Additions 500,000 799,097 - 1,299,097
Disposals (500,000) - - (500,000)
Transfers - - (93,860) (93,860)
At 31 December 2021 - 1,265,749 575,077 1,840,826
------------- ----------- ---------------- ---------
9. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
Investments Loans Total
Company GBP GBP GBP
At 31 December 2019 583,049 48,293 631,342
Additions - 4,391 4,391
Disposals - - -
At 31 December 2020 583,049 52,684 635,733
----------- ------- ---------
Additions - 748,500 748,500
Disposals - - -
Transfers (46,074) 46,074 -
At 31 December 2021 536,975 847,258 1,384,233
----------- ------- ---------
At 31 December 2021, the Company held the following interests in
subsidiary undertakings, which are included in the consolidated
financial statements and are unlisted.
Proportion
Name of company Country of incorporation held Business
------------------------- -----------
Gold Ridge Holdings Limited * United States 100% Mining
MetalNRG Eco Limited England & Wales 100% Green Energy
------------------------------ ------------------------- ----------- -------------
* The consolidated financial statements of Gold Ridge Holdings
Limited includes its wholly owned subsidiary, Goldridge Holdings
USA Ltd, incorporated in USA.
MetalNRG Australia PTY Ltd was wound up and subsequently
deregistered from the register of Companies in Australia on 19 May
2021.
10. TRADE AND OTHER RECEIVABLES
The The The
Group Group Company The
31 Dec 31 Dec 31 Dec Company
2021 2020 2021 31 Dec 2020
Current GBP GBP GBP GBP
Prepayments and accrued income 52,157 17,642 52,157 17,642
Intercompany receivables - 12,000 - 12,000
Other debtors 1,036,869 94 1,036,869 94
--------- ------- --------- --------------
1,089,026 29,736 1,089,026 29,736
========= ======= ========= ==============
The fair value of trade and other receivables approximates to
their book value.
11. CASH AND CASH EQUIVALENTS
The The
Group Group
31 Dec 31 Dec The Company The Company
2021 2020 31 Dec 2021 31 Dec 2020
GBP GBP GBP GBP
Cash at bank and in hand 49,316 63,611 49,316 63,602
49,316 63,611 49,316 63,602
======= ======= ============= ================
The fair value of cash at bank is the same as its carrying
value.
12. TRADE AND OTHER PAYABLES
The The The
Group Group Company The
31 Dec 31 Dec 31 Dec Company
2021 2020 2021 31 Dec 2020
Current GBP GBP GBP GBP
Trade creditors 207,005 237,132 207,005 200,016
Social Security 23,151 9,680 23,151 9,680
Accruals and deferred income 102,879 45,600 102,879 45,600
Convertible loan notes - 375,835 - 375,835
Loans 316,100 381,525 316,100 381,525
------- --------- ------- ---------
649,135 1,049,772 649,135 1,012,656
======= ========= ======= =========
Non-Current GBP GBP GBP GBP
Loans 23,263 28,975 23,263 28,975
------ ------ ------ ------
23,263 28,975 23,263 28,975
====== ====== ====== ======
The bank loan is repayable by instalments and interest is
charged at 2.5%pa. The bank loans are unsecured.
Other loans from institutions are fixed at 7% interest on
amounts drawn down rolled up and paid on the Maturity Date. The
loan is unsecured.
The fair value of trade and other payables approximates to their
book value.
13. CALLED UP SHARE CAPITAL
31 Dec 2021 31 Dec 2021 31 Dec 2020 31 Dec 2020
Number Number
of shares GBP of shares GBP
Authorised share capital
Ordinary shares of GBP0.0001 5,131,730,000 513,173 5,131,730,000 513,173
Deferred shares of GBP0.0049 48,332,003 236,827 48,332,003 236,827
------------- ----------- ------------- -----------
Total 5,180,062,003 750,000 5,180,062,003 750,000
============= =========== ============= ===========
31 Dec 2021 31 Dec 2021 31 Dec 2020 31 Dec 2020
Number Number
of shares GBP of shares GBP
Issued, called up and fully paid
Ordinary shares of GBP0.0001 1,135,219,460 113,522 371,409,433 37,141
Deferred shares of GBP0.0049 48,332,003 236,827 48,332,003 236,827
------------- ----------- ----------- -----------
Total 1,183,551,463 350,349 419,741,436 273,968
============= =========== =========== ===========
During the year the Company issued ordinary shares as
follows:
Number of Proceeds
shares of issue
GBP
21 January 2021 - warrant conversion at GBP0.006 13,333,332 80,000
4 February 2021 - warrant conversion at GBP0.006 38,999,999 234,000
4 February 2021 - director participation at GBP0.0068 6,637,168 45,000
4 February 2021 - CLN conversion at GBP0.006 5,000,000 30,000
8 February 2021 - loan conversion at GBP0.0062 8,663,967 53,500
19 February 2021 - bonus shares at GBP0.0073 1,609,589 11,750
24 February 2021 - CLN conversion at GBP0.006 40,000,000 240,000
24 February 2021 - loan conversion at GBP0.0062 8,663,967 53,500
24 March 2021 - loan conversion at GBP0.0062 13,862,348 85,600
11 May 2021 - share issue at GBP0.006 383,333,333 2,300,000
11 May 2021 - share swap share issue at GBP0.0083 60,606,061 500,000
3 June 2021 - bonus shares at GBP0.0058 775,862 4,500
6 July 2021 - loan conversion at GBP0.0054 20,833,333 112,500
21 July 2021 - share issue at GBP0.0058 8,695,652 50,000
20 August 2021 - loan conversion at GBP0.0035 27,795,416 96,300
6 October 2021 - loan conversion at GBP0.0045 25,000,000 112,500
16 December 2021 - share swap share issue at GBP0.003 100,000,000 295,000
Total 763,810,027 4,304,150
=========== =========
As at 31 December 2021, the Company had 473,633,836 warrants and
options outstanding (2020: 90,166,660).
At the year-end there were the following director share
options:
8,977,612 share options held by directors on ordinary shares of
GBP0.0001 each exercisable at a price of GBP0.0067 per share. These
expire on 1 February 2024.
At the year-end there were the following share warrants:
8,744,939 share warrants on ordinary shares of GBP0.0001 each
exercisable at a price of GBP0.006175 per share. These expire on 6
July 2023.
5,834,873 share warrants on ordinary shares of GBP0.0001 each
exercisable at a price of GBP0.010283 per share. These expire on 15
October 2023.
6,837,607 share warrants on ordinary shares of GBP0.0001 each
exercisable at a price of GBP0.008775 per share. These expire on 3
March 2024.
390,999,999 share warrants on ordinary shares of GBP0.0001 each
exercisable at a price of GBP0.01 per share. These expire on 11 May
2023.
50,000,000 share warrants on ordinary shares of GBP0.0001 each
exercisable at a price of GBP0.0045 per share. These expire on 13
December 2023.
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 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 GBP1 million for each
ordinary share, and the deferred shares have no other rights to
participate in the assets of the Company.
14. SHARE-BASED PAYMENTS
The Company grants share options to employees as part of the
remuneration of key management personnel and directors to enable
them to purchase ordinary shares in the Company. Under the plan,
17,194,030 options were granted for no cash consideration for a
period of 3 years expiring on 1 February 2024. The share options
outstanding at 31 December 2021 had a weighted average remaining
contractual life of 2 years (2020: nil years). Maximum term of new
options granted was 3 years from the grant date. The weighted
average exercise price of share options as at the date of exercise
is GBP0.0067 (2020: GBPnil).
Granted Unexercised Share options Unexercised Exercise Date from Expiry
during at 31 December exercised/ at 31 December price which date
the year 2020 lapsed 2021 (pence) exercisable
1 Aug 1 Feb
R Gerritsen 5,977,612 5,000,000 (5,000,000) 5,977,612 0.67 2021 2024
----------- ---------------- -------------- ---------------- --------- ------------- -------
P Rocco * 5,977,612 - (5,977,612) - -
----------- ---------------- -------------- ---------------- --------- ------------- -------
1 Aug 1 Feb
W Callaghan 2,238,806 - - 2,238,806 0.67 2021 2024
----------- ---------------- -------------- ---------------- --------- ------------- -------
C 1 Aug 1 Feb
Latilla-Campbell 1,500,000 - - 1,500,000 0.67 2021 2024
----------- ---------------- -------------- ---------------- --------- ------------- -------
1 Aug 1 Feb
C Schaffalitzky 1,500,000 - - 1,500,000 0.67 2021 2024
----------- ---------------- -------------- ---------------- --------- ------------- -------
17,194,030 5,000,000 (10,977,612) 11,216,418
----------- ---------------- -------------- ---------------- --------- ------------- -------
* The options issued to P Rocco lapsed on termination of his
employment on 21 December 2021.
The fair value of the 11,216,418 options granted on 1 February
2021 using an adjusted Black-Scholes method and assumptions were as
follows:
Options issued 11,216,418 share options
Grant date 1 February 2021
Fair value at measurement date GBP0.0053
Share price at grant date GBP0.0067
Exercise price GBP0.0067
Expected volatility 140%
Vesting period: 3 years after grant 1 February 2024
Option life 36 months
Expected dividends 0.00%
Risk free interest rate 0.50%
Fair value of options granted GBP58,948
-------------------------
The fair value of these share options expensed during the year
was GBP17,999, being the value of the options attributable to the
vesting period to 31 December 2021 (2020: GBPnil). GBP19,649,
GBP19,649 and GBP1,651 will be expensed in the following years,
being the value of these options attributable to the end of their
vesting dates.
The volatility is set by reference to the historic volatility of
the share price of the Company.
15. RESERVES
The following describes the nature and purpose of certain
reserves within owners' equity:
Share capital: Nominal value of shares issued
Share premium: Amounts subscribed for share capital in excess of
nominal value less costs of issue.
Retained earnings/losses: This reserve records retained earnings
and accumulated losses.
Share based payment reserve: Cumulative fair value of options
granted
Foreign currency reserve: Gains/losses arising on retranslating
the net assets of the Group into pounds sterling.
16. CAPITAL COMMITMENTS
As at 31 December 2021, the Group / Company had no capital
commitments.
17. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 December 2021 (2020:
GBPnil).
18. RELATED PARTY TRANSACTIONS
R Gerritsen is a director and shareholder of the Company. During
the year he provided consultancy services totalling GBPnil (to 31
December 2020: GBP92,270) in respect of his fees as a director of
the Company.
R Gerritsen was a director of London Stock Exchange listed
company, Cobra Resources plc ("Cobra") until 1 May 2020. On 15
November 2018, the Company entered into an Advisory Service
Agreement with Cobra whereby the Company (the "Adviser") agreed to
provide advisory services to Cobra during its admission to the Main
Market of the London Stock Exchange.
The Company was entitled to a fee in connection with Admission
to be satisfied by the issued of 4,166,666 new ordinary shares in
Cobra, amounting to GBP62,500. In the previous year the Company
disposed of its entire holding of 6,666,666 Cobra shares for net
proceeds of GBP102,467.
P Rocco was a director, until 19 October 2021, and is a
shareholder of the Company. During the year he provided consultancy
services totalling GBP22,500 (2020: GBP44,167) in respect of his
fees as a director of the Company.
R Gerritsen was a director until 18 November 2021, of BritNRG
Limited, the Company's special purpose vehicle created for the
acquisition of Sunswept Enterprises Limited and its associated
subsidiaries. P Rocco is a director of BritNRG Limited and was a
director of the Company until 19 October 2021.
A convertible loan note was entered into by the Company and
BritNRG for a total amount of GBP175,000. The first tranche of
GBP25,000 was paid upon signing of the heads of terms on 10 June
2020 and the second tranche was paid on 19 May 2021. Furthermore,
under the Sale and Purchase Agreement (SPA), entered into by the
Company and BritENERGY Holdings LLP, GBP475,000 was paid for an
additional 190 shares in BritNRG Limited with Mr Rocco due to
transfer an additional 116 shares to MetalNRG as part of the
transaction, and a further GBP545,000 was paid under an Option
agreement for 150 additional shares in BritNRG Limited.
During the year, the Company provided no financial assistance in
relation to BritNRG Limited's legal costs (2020: the Company
provided GBP49,724, in financial support for legal costs, of which
GBP37,724 was deemed irrecoverable by the Board and as such was
written off). During the year BritNRG Limited (through an
associated subsidiary, Blackland Park Exploration Limited) settled
GBP12,000 (2020: GBPnil) in costs.
On 18 November 2021, the Company announced that it is seeking
recovery of all (at least) payments made under the 'April 2021
Agreements', being a total of GBP1,020,000 (less GBP1).
During the year the Company provided management support to
BritNRG Limited totalling GBP23,245 (2020: GBPnil). At the year-end
GBP16,788 remained outstanding.
Furthermore, during the financial year under review the Company
provided accounting support to BritNRG Limited totalling GBP7,125
(2020: GBPnil). At the year-end no amounts were outstanding.
19. EVENTS AFTER THE REPORTING PERIOD
On 31 January 2022, the Company announced that it had filed and
served civil legal proceedings in the English High Court against
BritENERGY Holdings LLP, Pierpaolo Rocco and BritNRG Limited
(together the "Defendants") for, inter alia, a declaration that the
transactions entered into between the Company and the LLP be set
aside and the recovery from the Defendants of monies paid to the
LLP in 2021 totalling GBP1,019,999.
The Company brought the action on the basis that Mr Rocco failed
to disclose a significant and material indirect interest in the
LLP, which came to light after the Company and the LLP had entered
into the series of agreements in April 2021 and which would have
necessitated shareholder approval of the transactions pursuant to
section 190 of the Companies Act 2006. The Defendants have filed a
defence and the Company has subsequently filed a reply to the
defence. The Company and its legal advisors are of the opinion that
the defence filed by the Defendants fails to establish substantive
grounds to prevent recovery by the Company.
In a separate action in the Scottish Courts Mr Rocco has sought
to recover his legal costs incurred in defending the English High
Court claims brought by the Company and certain employment
termination payments, which the Company denies he is entitled to.
The Company has filed a defence in this action.
On 2 February 2022, the Company announced that it had agreed to
issue up to GBP200,000 of Convertible Loan Notes ("CLN") to Global
Investment Strategy UK Limited ("GIS").
20. ULTIMATE CONTROLLING PARTY
There is no individual with ultimate overall control of the
Company.
For further information, please contact:
MetalNRG PLC
Rolf Gerritsen
Christopher Latilla-Campbell +44 (0) 20 7796 9060
Corporate Broker
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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FR BKLBLLZLFBBQ
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April 29, 2022 04:45 ET (08:45 GMT)
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