Interim Results to 30 June 2024
30/09/2024 07:00
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RNS Number : 1062G MetalNRG PLC 30 September 2024
30 September 2024
MetalNRG plc
("MetalNRG", the "Company" or together with its subsidiaries the "Group")
Interim Results to 30 June 2024
MetalNRG plc (LON:MNRG), the natural resources and energy investment company,
announces its unaudited interim results for the six months ended 30 June 2024
("H1" or the "Period").
The focus for the Company during the Period has been implementing the
conclusions of its strategic business review, as announced on 28 September
2023. The Company's executive team anticipated a potential bull-market cycle
in the metals and mining sector, which is now materialising, and MetalNRG is
positioning itself to benefit from the further predicted upside. MetalNRG is
working towards building a global natural resources business to deliver
industry leading returns to shareholders through a consolidation of tier two
assets over the next five years.
As stated in the Company's annual results for the year ended 31 December 2023,
announced on 30 April 2024, initially MetalNRG are concentrating primarily on
copper projects to reposition the Company.
MetalNRG are focused on commodities which face high demand due to global
macroeconomic, energy transition, and technology trends. The Company's
executive team has reviewed more than 100 projects globally and has now
reduced this extensive list to a short-list of around ten projects which
MetalNRG are progressing. These projects include a number that, if acquired
would constitute a reverse takeover under the Listing Rules as they would
exceed 100% of the relevant class tests. The current primary focus is on one
particular copper project that the Company are in advanced discussions to
secure. The Company will make further announcements on this as appropriate.
During the Period the Company has also strengthened its advisory team
including the appointment of Hannam & Partners as financial adviser, PKF
as auditor, OHS Secretaries as company secretary and IFC Advisory as financial
public relations and investor relations adviser.
As part of the Company's move to focus exclusively on the natural resources
sector the Company sold its 10.97% stake in EQTEC Italia MDC Srl (Italia
MDC"), a company operating a waste to energy plant in Italy, as announced on
31 May 2024. The Company's stake in Italia MDC was sold to the provider of
an unsecured facility agreement (the "Facility Agreement") entered into by the
Company in July 2020. The Facility Agreement had provided the Company with
gross funding of £580,000, with £316,313 owed by the Company, including
accrued interest, under the Facility Agreement at the time of the Italia MDC
sale. The provider of the Facility Agreement entered into agreement with the
Company to acquire the Company's stake in Italia MDC for an amount equal to
the outstanding balance under the Facility Agreement and the Facility
Agreement was cancelled.
Investments and operations
IMC-Uranium Project in Kyrgyzstan
MetalNRG has a significant interest in the Kamushanovskoye Uranium Deposit, a
uranium clean-up project in the Kyrgyz Republic, with low CAPEX requirements.
The project is currently owned by International Mining Company Invest Inc
("IMC). MetalNRG holds a 9.9% stake in IMC, with an option to increase that
interest. The value of MetalNRG's stake in IMC was fully impaired in 2022, and
is held at zero value, due to the previous prohibition on uranium mining in
the Kyrgyz Republic.
However, the Company announced on 17 June 2024 that the Parliament of
Kyrgyzstan has approved a bill lifting the ban on prospecting, exploration,
development and mining uranium and thorium in the Kyrgyz Republic. This has
now been signed into law by the country's President.
This latest development offers the Company additional optionality with regard
to the Kamushanovskoye Uranium Deposit. MetalNRG are exploring all available
options to maximise shareholder value from this project, including pursuing
the arbitration process that IMC lodged last year, while the ban was still in
force, and the possible sale of the Company's interest in the project. The
lead on this project is taken by our local partners, with whom we are working
closely.
MetalNRG's internally estimated NPV of this project was, prior to the ban on
uranium mining in Kyrgyzstan, approximately US$250 million (based on current
prices of US$91/lb for U3O8). This figure is subject to revision following the
reversal of the uranium mining ban.
Lake Victoria Gold in Tanzania
The Company maintains a small 3% equity stake in Lake Victoria Gold, ("LVG")
because of cash advances to LVG converting into shares after the Company
terminated its investment in this gold project in Tanzania. LVG is a rapidly
growing gold exploration and development company listed on the TSX Venture
Exchange. LVG is principally focused on growth and consolidation in the highly
prolific and prospective Lake Victoria Goldfield in Tanzania. LVG has a 100%
interest in the Tembo Gold project which has over 50 thousand meters of
drilling and is located adjacent to Barrick Gold's 20Moz Bulyanhulu Mine. LVG
recently announced the acquisition of two deposits that support their
objective of accretive growth and consolidation. The Imwelo (fully permitted
for production) and Dora projects, located approximately 12 km from AngloGold
Ashanti's flagship Geita Gold Mine, both have potential for significant
resource growth. MetalNRG continues to maintain its position, but has no
active role in LVG.
Gold Ridge - Gold in Arizona
Gold Ridge is the Company's 100% owned, previously producing gold mines in
Arizona. Gold Ridge continue to offer upside for the Company. Following the
completion, by SRK Consulting, of their Competent Persons Report March 2021
which pointed to the possibility of an open pit opportunity, the Company
completed additional soil sampling which further confirmed the opportunity.
The Company is now seeking earn in partners to enable further development of
the asset and we expect to make further announcements on progress in the
coming months.
BritNRG Limited
The Company announced on 24 January 2024 the signing of an out of court
settlement of all litigation, current and pending, between the Company and
BritENERGY Holdings LLP, BritNRG Limited and Mr Pierpaolo Rocco (together the
"Counterparties"). MetalNRG and the Counterparties entered into a Global
Settlement Agreement. Under the Global Settlement Agreeement, BritENERGY
Holdings LLP paid MetalNRG £20,000 as a costs contribution for the legal fees
awarded to MetalNRG following the high court judgment against BritNRG and
BritENERGY in September 2022. Additionally, MetalNRG agreed to provide
specific non-financial based support to the Counterparties, in respect of a
professional negligence claim brought by the Counterparties against their
former legal advisors (the "PN Claim"). Under the terms of the Global
Settlement Agreement MetalNRG will receive 25% of any damages that are awarded
in favour of the Counterparties in the PN Claim. The PN Claim relates to
alleged negligence in the advice received during and after the transactions
which led to the original claims brought by MetalNRG against the
Counterparties. There can be no guarantee that MetalNRG will receive any
payment under this arrangement.
Additionally, as part of the Global Settlement Agreement BritENERGY Holdings
LLP will acquire (or will procure purchasers for) MetalNRG's remaining equity
shareholding in BritNRG Limited, for a consideration of no less than £180,000
at a future date and in respect of which an interim payment of £40,000 was
made. The Global Settlement Agreement also contained a comprehensive waiver of
all claims and addressed the termination of all other arrangements (including
obligations to regulators and third parties). No admission of liability was
made by any of the parties.
Financial Review
MetalNRG reported an unaudited operating loss for the six months period ended
30 June 2024 of £1,374,111 which includes £20,344 in legal and professional
fees relating to the BritNRG Ltd and related claims (six months period to 30
June 2023: an unaudited operating loss of £509,176).
Basic and diluted loss per share for the period was 0.09p (six months period
to 30 June 2023: Basic loss per share and diluted loss per share was 0.04p).
Outlook
The remainder of the year presents the Company with large opportunities. We
expect to see the culmination of the last 12 month's work come to fruition
later in the year and the Company looks forward to supplying further updates
as matters progress.
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.
Rolf Gerritsen, Executive Director
27 September 2024
For further information, please contact:
MetalNRG PLC
Christopher Chadwick +44 (0) 207 796 9060
Rolf Gerritsen +44 (0) 207 796 9060
Hannam & Partners - Financial Adviser
Andrew Chubb +44 (0) 207 907 8500
Peterhouse Capital Limited - Joint Broker
Lucy Williams + 44 (0) 207 469 0930
Duncan Vasey + 44 (0) 207 469 0930
S I Capital Limited - Joint Broker
Nick Emerson +44 (0) 1483 413500
IFC Advisory Limited - Financial PR and IR
Tim Metcalfe +44 (0) 203 934 6630
Florence Chandler +44 (0) 203 934 6630
Consolidated Statement of Profit or Loss
6 months to 6 months to Year ended 31 December 2023
30 June 2024 30 June 2023
Unaudited Unaudited Audited
£ £ £
Revenue - - -
Cost of sales - - -
Gross profit - - -
Administrative expenses (1,291,223) (543,267) (1,587,903)
Other operating income - - -
- - -
Operating loss before tax (1,291,223) (543,267) (1,587,903)
Taxation - - -
Finance income 10,058 51,657 51,657
Finance costs (92,946) (17,566) (92,263)
Revaluation of investments 175,000
Loss for the period (1,374,111) (509,176) (1,453,509)
Attributable to:
Equity holders of the parent (1,374,111) (509,176) (1,453,509)
Non-controlling interests - - -
(1,374,111) (509,176) (1,453,509)
Earnings per share - see note 3
Basic (0.09) pence (0.04) pence (0.12) pence
Diluted (0.09) pence (0.04) pence (0.12) pence
Consolidated Statement of Comprehensive Income
6 months to 6 months to Year ended 31 December 2023
30 June 2024 30 June 2023
Unaudited Unaudited Audited
£ £ £
Loss after tax (1,374,111) (509,176) (1,453,509)
Items that may subsequently be reclassified to profit or loss:
- Foreign exchange movements (1,536) (848) (136)
- Share option charge 34,951 9,744 19,649
Total comprehensive loss (1,340,696) (500,280) (1,433,996)
Attributable to:
Equity holders of the parent (1,340,696) (500,280) (1,433,996)
Non-controlling interests - - -
(1,340,696) (500,280) (1,433,996)
Consolidated Statement of Financial Position
6 months to 30 June 2024 6 months to Year ended 31 December 2023
30 June 2023
Unaudited Unaudited Audited
£ £ £
Non-current assets
Intangible fixed assets 575,077 575,077 575,077
Tangible fixed assets - - -
Investments 258,109 863,387 1,038,387
Investments in associates - - -
Available for sale assets - - -
Total non-current assets 833,186 1,438,464 1,613,464
Current assets
Trade and other receivables 15,761 72,298 72,357
Cash and cash equivalents 76 34,405 5,372
Total current assets 15,837 106,703 77,729
Current liabilities
Trade and other payables (3,165,550) (1,831,226) (2,914,746)
Total current liabilities (3,165,550) (1,831,226) (2,914,746)
Non-current liabilities
Other non-current liabilities (21,094) (25,969) (22,191)
Total non-current liabilities (21,094) (25,969) (22,191)
Net assets (2,337,622) (312,028) (1,245,744)
Equity
Share capital 384,631 359,997 359,997
Share premium 6,717,248 6,495,541 6,495,541
Share based payment reserve 92,248 47,392 57,298
Retained losses (9,515,874) (7,197,430) (8,141,763)
Foreign currency reserve (15,875) (17,528) (16,817)
Equity attributable to equity holders of the parent (2,337,622) (312,028) (1,245,744)
Non-controlling interests - - -
Total equity (2,337,622) (312,028) (1,245,744)
Consolidated Statement of Cash Flows
6 months to 6 months to Year ended 31 December 2023
30 June 2024 30 June 2023
Unaudited Unaudited Audited
£ £ £
Cash flow from operating activities
Operating loss (1,374,111) (509,177) (1,453,509)
Loss on sale of investment - - -
Revaluation of investments - - (175,000)
Foreign exchange 941 (848) (136)
Finance income (10,058) (51,657) (51,657)
Finance costs 92,946 17,566 92,263
Bonus shares issued - - -
Share option charge 34,951 9,744 19,650
Increase/(decrease) in creditors 352,273 3,513 684,372
Decrease/(increase) in debtors 66,654 560,912 (560,853)
Net cash used in operating activities (836,405) 30,054 (323,164)
Cash flows from investing activities
Payments for intangible assets - - -
Payments for tangible fixed assets - - -
Proceeds from sale of investments 780,279 - -
Purchase of investments - (2,543) (2,543)
Net cash used in investing activities 780,279 (2,543) (2,543)
Cash flows from financing activities
Proceeds from issue of shares and warrants
231,341 - -
Cost of shares issued 15,000 - -
Convertible loan note repayment (318,291) (32,830) (32,830)
Bridging loan repayment - - (69,624)
Bridging and other loan financing 122,780 15,000 408,809
Net cash generated from financing activities 50,830 (17,830) 306,355
Net increase/(decrease) in cash and cash equivalents (5,296) 9,681 (19,352)
Cash and cash equivalents at the beginning of period
5,372 24,724 24,724
Cash and cash equivalents at end of period 76 34,405 5,372
Consolidated Statement of Changes in Equity
Share capital Share premium Share based payment reserve Retained earnings Foreign currency reserve Non-controlling interest Total
£ £ £ £ £ £ £
As at 30 June 2022 350,349 6,422,036 27,770 (5,469,766) (14,249) - 1,316,140
Loss for the period - - - (1,218,488) - - (1,218,488)
Translation differences - - - - (2,431) - (2,431)
Total comprehensive income - - - (1,218,488) (2,431) - (1,220,919)
Share option charge - - 9,878 - - - 9,878
Shares issued 9,648 68,255 - - - - 77,903
Share issue costs 5,250 5,250
Total contributions by and distributions to owners of the Company 9,648 73,505 9,878 - - - 93,031
As at 31 December 2022 359,997 6,495,541 37,648 (6,688,254) (16,680) - 188,252
Loss for the period - - - (509,176) - - (509,176)
Translation differences - - - - (848) - (848)
Total comprehensive income - - - (509,176) (848) - (510,024)
Share option charge - 9,744 - - - 9,744
Shares issued - - - - - - -
Total contributions by and distributions to owners of the Company - - 9,744 - - - 9,744
As at 30 June 2023 359,997 6,495,541 47,392 (7,197,430) (17,528) - (312,028)
Loss for the period - - - (944,333) - - (944,333)
Translation differences - - - - 711 - 711
Total comprehensive income - - - (944,333) 711 - (943,622)
Share option charge - 9,906 - - - 9,906
Shares issued - - - - - - -
Total contributions by and distributions to owners of the Company - - 9,906 - - - 9,906
As at 31 December 2023 359,997 6,495,541 57,298 (8,141,763) (16,817) - (1,245,744)
Loss for the period - - - (1,374,111) - - (1,374,111)
Translation differences - 941 - 941
Total comprehensive income - - - (1,374,111) 941 - (1,373,170)
Share option charge - - 34,951 - - - 34,951
Shares issued 24,634 221,707 - - - - 246,341
Total contributions by and distributions to owners of the Company 24,634 34,951 - - - 281,292
221,707
For the period to 30 June 2024 384,631 6,717,248 92,248 (9,515,874) (15,875) - (2,337,622)
Half-yearly report notes
1. Half-yearly report
This interim report was approved by the Board of Directors on 27 September
2024.
The information relating to the six months periods to 30 June 2024 and 30 June
2023 are unaudited.
The information relating to the year ended 31 December 2023 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 2023, 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 2023, 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 2024.
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 2023 Annual Report and
Financial Statements. The nature and amounts of such estimates have not
changed significantly during the interim period.
Intangible assets
Exploration and development costs
All costs associated with mineral exploration and investments are capitalised
on a project-by-project basis, pending determination of the feasibility of the
project. Costs incurred include appropriate technical and administrative
expenses but not general overheads. If an exploration project is successful,
the related expenditures will be transferred to mining assets and amortised
over the estimated life of economically recoverable reserves on a unit of
production basis.
Intangible assets
Exploration and development costs
Where a licence is relinquished or a project abandoned, the related costs are
written off in the period in which the event occurs. Where the Group maintains
an interest in a project, but the value of the project is considered to be
impaired, a provision against the relevant capitalised costs will be raised.
The recoverability of all exploration and development costs is dependent upon
the discovery of economically recoverable reserves, the ability of the Group
to obtain necessary financing to complete the development of reserves and
future profitable production or proceeds from the disposition thereof.
3. Earnings per share
6 months to 6 months to Year ended 31 December 2023
30 June 2024 30 June 2023
Unaudited Unaudited Audited
£ £ £
These have been calculated on a loss of: (1,374,111) (509,176) (1,453,509)
The basic weighted average number of shares used was: 1,478,045,122 1,231,704,269 1,231,704,269
The diluted weighted average number of shares used was:
1,629,352,010 1,899,265,537 1,546,243,103
Basic loss per share: (0.09) pence (0.04) pence (0.12) pence
Diluted loss per share: (0.09) pence (0.04) pence (0.12) 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 27 September 2024.
By order of the Board
Rolf Gerritsen
Director
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