TIDMMNRG
RNS Number : 2531B
MetalNRG PLC
30 September 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK
LAW PURSUANT TO THE MARKET ABUSE (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.
MetalNRG plc
("MetalNRG" or "the Company")
Interim Results to 30 June 2022
Operational Highlights
Key operational milestones achieved during the period:
The Company has and continues to assess a number of projects
that meet its investment criteria.
During the first half of last year, MetalNRG plc ("the Company)
announced a partnership agreement with EQTEC plc ("EQTEC"), an AIM
listed world leading gasification technology solutions company
focused on waste-to- sustainable energy projects. The purpose of
the partnership as announced to market is to seek "shovel ready"
green sustainable waste-to-energy projects that offer financial
upside.
In partnership with EQTEC, the Company announced its
participation in the acquisition and planned recommissioning of a
1MW waste-to-energy plant in Italy. Originally commissioned in
2015, the plant was built around EQTEC's proprietary and patented
Advanced Gasification Technology. The Company joined a consortium
led by EQTEC to repower, own and operate the biomass-to- energy p
lant (the "Plant") in Castiglione d'Orcia, Tuscany, Italy. Once
operational, the plant will transform straw and forestry wood waste
from local farms and forests into green electricity and heat for
use in the local community. We are now working towards the
commissioning of the plant in the next few months. More importantly
the Company has worked closely with EQTEC to identify a number of
additional projects and create a short list of investable projects
that meet the Company's investment criteria.
During the year we worked with Advircorp, a boutique corporate
advisory firm based in London to identify debt providers who would
re finance the Italian project once it has been commissioned and
revenues and profitability has stabilized. The Company expects
further developments to be announced once the plant is fully
operational.
Work at our Goldridge gold project in Arizona has also
progressed well. As previously announced SRK Consulting completed a
Competent Person's Report on the asset. In the report SRK pointed
out that in addition to the old waste dumps and pillars left behind
by previous operators, there appears to be an opportunity to
explore in more detail the connectivity between the previously
producing gold mines to get a detailed understanding of the
geological structure on the property. Work has progressed in this
direction and the initial findings are encouraging. During the
first half of the year we completed a detailed geo sampling of the
asset, the results indicate that our initial assumption appears to
be validated and that further exploration work should be conducted
leading to an even greater understanding of the overall opportunity
that Goldridge offers.
The Company has continued to support IMC's Uranium project in
Kyrgyzstan which is currently on hold due to that Government's
current ban on the exploitation of uranium in the country. IMC is
seeking to unlock the current situation via a number of actions
which we will report on as they develop.
BritNRG Limited
Our investment in BritNRG Limited, has not turned out as
planned. In September last year we rescinded the transaction
entered into referred to as the April transaction and requested the
amount invested in the April transaction be returned, while
maintaining a minority interest in the firm.
In its continuing civil legal proceedings in the English High
Court against Brit Energy Holdings LLP (the "LLP"); Mr Pierpoalo
Rocco and BritNRG Limited (the "Joint Venture Company"), the
Company's application for summary judgment against the LLP and the
Joint Venture Company for, inter alia; (1) summary judgment on the
Company's claim against and/or the striking out of the defences
filed by the LLP and the Joint Venture Company; (2) a declaration
that the series of agreements entered into in April 2021 were
effectively rescinded in September 2021; and (3) the recovery from
those defendants of monies paid to the LLP totalling GBP1,019,999,
plus interest and costs (such amount to be determined) was granted
on 28 September 2022. An application by the LLP and the Joint
Venture Company for permission to appeal and an application by Mr
Rocco, the LLP and the Joint Venture Company for a stay of
enforcement were also dismissed at the same hearing.
Further information about the decision will follow when the
formal order is made.
Mr Rocco brought action against the Company, in Scotland, but
the case was dismissed and the Company was awarded costs in
addition to a favourable verdict on all counts. Mr Rocco has
appealed, and a further hearing is still to be scheduled.
Mr Rocco also lodged a claim with the Employment Tribunal which
will be heard in the early part of 2023.
Corporate Development
The Company will continue to seek additional projects that meet
its set investment criteria. The specific intention is to seek
opportunities where we can deliver early positive cash flows from
an asset and, where the cash generated from the operations allows
us to explore and develop those projects further. With the work
carried out with EQTEC we will focus on waste-to-energy projects
which are similar in nature to the project we have invested in in
Italy.
Financial Review
MetalNRG reported an unaudited operating loss for the six months
period ended 30 June 2022 of GBP999,949 which includes GBP629,811
in legal and professional fees relating to the BritNRG Ltd et al
claims (six months period to 30 June 2021: an unaudited operating
loss of GBP890,354). Basic and diluted loss per share for the
period was 0.09p and 0.06p respectively (six months period to 30
June 2021: Basic loss per share was 0.14p and diluted loss per
share was 0.08p).
Outlook
A number of projects have been evaluated and good progress has
been made to date. We expect further announcements will be made to
update the market on any concrete achievements.
Responsibility Statement
We confirm that to the best of our knowledge:
-- The interim financial statements have been prepared in
accordance with International Accounting Standard 34, Interim
Financial Reporting, as adopted by the EU;
-- The interim financial statements give a true and fair view of
the assets, liabilities, financial position and loss of the
Group;
-- The interim report includes a fair review of the information
required by DTR 4.2.7R of the Disclosure and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
interim financial information, and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
-- The interim financial information includes a fair review of
the information required by DTR 4.2.8R of the Disclosure and
Transparency Rules, being the information required on related party
transactions.
Consolidated Statement of Profit or Loss
6 months 6 months Year ended
to to 31 December
30 June 30 June 2021
2022 2021
Unaudited Unaudited Audited
GBP GBP GBP
Revenue - 38,422 -
Cost of sales - (29,320) -
---------- ---------- ---------------
Gross profit - 9,102 -
Administrative expenses (999,949) (642,837) (1,631,640)
Other operating income - 381 24,361
IPO expenses - (257,000) (257,000)
Operating loss before
tax (999,949) (890,354) (1,864,279)
Taxation - - -
---------- ---------- ---------------
Loss for the period (999,949) (890,354) (1,864,279)
========== ========== ===============
Attributable to:
Equity holders of
the parent (999,949) (867,870) (1,864,279)
Non-controlling interests - (22,484) -
---------- ---------- ---------------
(999,949) (890,354) (1,864,279)
========== ========== ===============
Earnings per share
- see note 3 (0.09) (0.14) (0.22) pence
Basic pence pence (0.14) pence
Diluted (0.06) (0.08)
pence pence
Consolidated Statement of Comprehensive Income
6 months 6 months Year ended
to to 31 December
30 June 30 June 2021
2022 2021
Unaudited Unaudited Audited
GBP GBP GBP
Loss after tax (999,949) (890,354) (1,864,279)
Items that may subsequently
be reclassified to
profit or loss:
* Foreign exchange movements (452) 923 (12,439)
Total comprehensive
loss (1,000,401) (889,431) (1,876,718)
============ ========== =============
Attributable to:
Equity holders of
the parent (1,000,401) (866,947) (1,876,718)
Non-controlling interests - (22,484) -
------------ ---------- -------------
(1,000,401) (889,431) (1,876,718)
============ ========== =============
Consolidated Statement of Financial Position
6 months 6 months Year ended
to 30 June to 31 December
2022 30 June 2021
2021
Unaudited Unaudited Audited
GBP GBP GBP
Non-current assets
Intangible fixed
assets 575,077 2,580,009 575,077
Tangible fixed assets - 5,891 -
Investments 1,293,053 467,033 1,265,749
Investments in associates - 687,198 -
Available for sale
assets - 391,062 -
--------------- --------------- --------------
Total non-current
assets 1,868,130 4,131,193 1,840,826
--------------- ---------------
Current assets
Trade and other
receivables 1,057,037 964,667 1,089,026
Cash and cash equivalents 12,073 99,798 49,316
--------------- --------------- --------------
Total current assets 1,069,110 1,064,465 1,138,342
--------------- --------------- --------------
Current liabilities
Trade and other
payables (1,601,239) (2,069,773) (649,135)
--------------- --------------- --------------
Total current liabilities (1,601,239) (2,069,773) (649,135)
--------------- --------------- --------------
Non-current liabilities
Other non-current
liabilities (19,861) (377,875) (23,263)
--------------- --------------- --------------
Total non-current
liabilities (19,861) (377,875) (23,263)
--------------- --------------- --------------
Net assets 1,316,140 2,748,010 2,306,770
=============== =============== ==============
Equity
Share capital 350,349 332,116 350,349
Share premium 6,422,036 5,911,719 6,422,036
Share based payment
reserve 27,770 17,999
Retained losses (5,469,766) (3,473,406) (4,469,817)
Foreign currency
reserve (14,249) (435) (13,797)
--------------- --------------- --------------
Equity attributable
to equity holders
of the parent 1,316,140 2,769,994 2,306,770
Non-controlling - (21,984) -
interests
Total equity 1,316,140 2,748,010 2,306,770
==================== =============== ==============
Consolidated Statement of Cash Flows
6 months 6 months Year ended
to to 31 December
30 June 30 June 2021
2022 2021
Unaudited Unaudited Audited
GBP GBP GBP
Cash flow from operating
activities
Operating loss (999,949) (890,354) (1,864,279)
Loss on sale of investment - - 149,545
Impairment of investments - 108,939 -
Foreign exchange (452) 923 (12,439)
Finance costs 8,872 12,600 14,774
Bonus shares issued - 11,750 16,250
Share option charge 9,771 - 17,999
Increase in creditors 679,829 1,178,902 25,850
Decrease/(increase)
in debtors 31,989 (934,931) (1,059,291)
Net cash used in operating
activities (269,940) (512,171) (2,711,591)
----------- ------------ -------------
Cash flows from investing
activities
Payments for intangible - (1,911,071) -
assets
Payments for tangible - (5,891) -
fixed assets
Proceeds from sale of
investment - - 350,455
Purchase of investments (27,303) (1,187,580) (1,205,237)
----------- ------------ -------------
Net cash used in investing
activities (27,303) (3,104,542) (854,782)
----------- ------------ -------------
Cash flows from financing
activities
Proceeds from issue
of shares and warrants - 3,614,000 4,017,900
Cost of shares issued - (151,100) (288,850)
Convertible loan note
repayment - - (105,835)
Bridging loan repayment - - (271,137)
Bridging and other loan
financing 260,000 190,000 200,000
Net cash generated
from financing activities 260,000 3,652,900 3,552,078
----------- ------------ -------------
Net increase/(decrease)
in cash and cash equivalents
Cash and cash equivalents (37,243) 36,187 (14,295)
at the beginning of
period 49,316 63,611 63,611
Cash and cash equivalents
at end of period 12,073 99,798 49,316
=========== ============ =============
Consolidated Statement of Changes in Equity
Share Share Share Retained Foreign Non-controlling Total
capital premium based earnings currency interest
payment reserve
reserve
GBP GBP GBP GBP GBP GBP GBP
As at 30 June
2020 273,301 2,443,784 - (2,181,708) (4,615) - 530,762
========= ========== ========= ============ ========== ================ ============
Loss for the
period - - - (423,830) - - (423,830)
Translation
differences - - - - 3,257 - 3,257
--------- ---------- --------- ------------ ---------- ---------------- ------------
Total comprehensive
income - - - (423,830) 3,257 - (420,573)
Share capital
issued 667 39,333 - - - - 40,000
--------- ---------- --------- ------------ ---------- ---------------- ------------
Total contributions
by and
distributions
to owners of
the Company 667 39,333 - - - - 40,000
--------- ---------- --------- ------------ ---------- ---------------- ------------
As at 31 December
2020 273,968 2,483,117 - (2,605,538) (1,358) - 150,189
========= ========== ========= ============ ========== ================ ============
Loss for the
period - - - (867,868) - (22,484) (890,354)
Translation
differences - - - - 923 - 923
Total comprehensive
income - - - (867,868) 923 (22,484) (889,431)
Shares issued 58,148 3,611,202 - - - 500 3,669,850
Share issue
costs - (182,600) - - - - (182,600)
--------- ---------- --------- ------------ ---------- ---------------- ------------
Total contributions
by and
distributions
to owners of
the Company 58,148 3,428,602 - - - 500 3,487,250
--------- ---------- --------- ------------ ---------- ---------------- ------------
As at 30 June
2021 332,116 5,911,719 - (3,473,406) (435) (21,984) 2,748,010
========= ========== ========= ============ ========== ================ ============
Loss for the
period - - - (996,411) - 22,484 (973,927)
Translation
differences - - - - (13,362) - (13,362)
--------- ---------- --------- ------------ ---------- ---------------- ------------
Total comprehensive
income - - - (996,411) (13,362) 22,484 (987,289)
Share option
charge - - 17,999 - - - 17,999
Shares issued 18,233 616,567 - - - (500) 634,300
Share issue
costs - (106,250) - - - - (106,250)
--------- ---------- --------- ------------ ---------- ---------------- ------------
Total contributions
by and
distributions
to owners of
the Company 18,233 510,317 17,999 - - (500) 546,049
--------- ---------- --------- ------------ ---------- ---------------- ------------
As at 31 December
2021 350,349 6,422,036 17,999 (4,469,817) (13,797) - 2,306,770
========= ========== ========= ============ ========== ================ ============
Loss for the
period - - - (999,949) - - (999,949)
Translation
differences - - - - (452) - (452)
--------- ---------- --------- ------------ ---------- ---------------- ------------
Total comprehensive
income - - - (999,949) (452) - (1,000,401)
Share option
charge - - 9,771 - - - 9,771
Shares issued - - - - - - -
Total contributions
by and
distributions
to owners of
the Company - - 9,771 - - - 9,771
--------- ---------- --------- ------------ ---------- ---------------- ------------
As at 30 June
2022 350,349 6,422,036 27,770 (5,469,766) (14,249) - 1,316,140
========= ========== ========= ============ ========== ================ ============
Half-yearly report notes
1. Half-yearly report
This interim report was approved by the Board of Directors on 29
September 2022.
The information relating to the six months periods to 30 June
2022 and 30 June 2021 are unaudited.
The information relating to the year ended 31 December 2021 is
extracted from the audited financial statements of the Company
which have been filed at Companies House and on which the auditors
issued an unqualified audit report. The condensed interim financial
statements have been reviewed by the Company's auditor.
2. Basis of accounting
The interim financial statements have been prepared using
accounting policies and practices that are consistent with those
adopted in the statutory financial statements for the year ended 31
December 2021, although the information does not constitute
statutory financial statements within the meaning of the Companies
Act 2006. The interim financial statements have been prepared under
the historical cost convention.
These interim financial statements are prepared in accordance
with IAS 34 Interim Financial Reporting as adopted by the European
Union and the Disclosure and Transparency Rules of the UK Financial
Conduct Authority.
This interim report does not include all the notes of the type
normally included in an annual financial report. Accordingly, this
interim report should be read in conjunction with the annual report
for the year ended 31 December 2021, which have been prepared in
accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union.
The Company will report again for the full year to 31 December
2022.
Going concern
The Company's day to day financing is from its available cash
resources.
The Company is confident of raising funds to enable it to
continue to develop its targeted investments and exploration
campaigns across its key projects over the next 12-18 months and
the Directors are confident that adequate funding can be raised as
required to meet the Company's current and future liabilities.
For the reasons outlined above, the Directors are satisfied that
the Company will be able to meet its current and future
liabilities, and continue trading, for the foreseeable future and,
in any event, for a period of not less than twelve months from the
date of approving this interim report. The preparation of these
interim financial statements on a going concern basis is therefore
considered to remain appropriate.
Critical accounting estimates
The preparation of condensed interim financial statements
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the end of the
reporting period. Significant items subject to such estimates are
set out in the Company's 2020 Annual Report and Financial
Statements. The nature and amounts of such estimates have not
changed significantly during the interim period.
Intangible assets
Exploration and development costs
All costs associated with mineral exploration and investments
are capitalised on a project-by-project basis, pending
determination of the feasibility of the project. Costs incurred
include appropriate technical and administrative expenses but not
general overheads. If an exploration project is successful, the
related expenditures will be transferred to mining assets and
amortised over the estimated life of economically recoverable
reserves on a unit of production basis.
Intangible assets
Exploration and development costs
Where a licence is relinquished or a project abandoned, the
related costs are written off in the period in which the event
occurs. Where the Group maintains an interest in a project, but the
value of the project is considered to be impaired, a provision
against the relevant capitalised costs will be raised.
The recoverability of all exploration and development costs is
dependent upon the discovery of economically recoverable reserves,
the ability of the Group to obtain necessary financing to complete
the development of reserves and future profitable production or
proceeds from the disposition thereof.
3. Earnings per share
6 months 6 months Year ended
to to 31 December
30 June 30 June 2021
2022 2021
Unaudited Unaudited Audited
GBP GBP GBP
These have been calculated
on a loss of: (999,949) (890,354) (1,864,279)
---------------- ---------------- ----------------
The basic weighted
average number of
shares used was:
1,135,219,460 623,214,765 849,236,645
The diluted weighted
average number of
shares used was: 1,608,853,296 1,044,548,093 1,322,870,481
---------------- ---------------- ----------------
Basic loss per share: (0.09) pence (0.14) (0.22) pence
pence
Diluted loss per (0.06) pence (0.08) (0.14) pence
share: pence
4. Events after the reporting period
There were no reportable events after the reporting period other
than those highlighted in the 'Financial Review'.
The Condensed interim financial statements were approved by the
Board of Directors on 29 September 2022.
For the purposes of UK MAR, the person responsible for arranging
for the release of this announcement on behalf of the Company is
Rolf Gerritsen, Chief Executive Officer.
Contact details:
MetalNRG PLC
Rolf Gerritsen
Christopher Latilla-Campbell +44 (0) 20 7796 9060
Corporate Adviser
PETERHOUSE CAPITAL LIMITED
Lucy Williams/Duncan Vasey +44 (0) 20 7469 0930
----------------------
Corporate Broker
SI CAPITAL LIMITED
Nick Emerson +44 (0) 1483 413500
----------------------
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