Notice of GM & lodging of draft prospectus
12/11/2024 07:00
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RNS Number : 7788L MetalNRG PLC 12 November 2024
12 November 2024
MetalNRG plc
(the "Company" or "MetalNRG")
Notice of General Meeting and lodging of draft prospectus
MetalNRG plc (LON:MNRG), the natural resources company, is pleased to announce
that further to the announcement made on 17 October 2024, concerning the
agreement to acquire the entire issued share capital of Compagnie Minière de
l'Oumejrane S.A. ("CMO") from Managem S.A. ("Managem" or the "Seller") (the
"Acquisition"), it has now lodged a draft prospectus with the UK Financial
Conduct Authority ("FCA") in connection with the admission of the Company's
shares to the Official List of the FCA in the "commercial company" segment and
to trading on the main market for listed securities of the London Stock
Exchange plc (the "Admission").
In order to expedite the closing of the Acquisition, the Company also
announces that a circular (the "Circular") has been posted to shareholders to
convene a general meeting to be held on Thursday, 5 December 2024 at 10.00
a.m. to seek certain authorities from shareholders in connection with the
Acquisition (the "General Meeting") and to provide further information on the
Acquisition and associated matters.
The Circular has been posted to the Company's shareholders that have elected
to receive hard copies of shareholder documentation.
Shareholders are reminded to review carefully the actions to be taken by them
in connection with the General Meeting, which are detailed in the Circular.
The procedures and timings for shareholders to vote on the resolutions
proposed at the General Meeting are set out in the notes to the notice of the
General Meeting in the Circular.
A copy of the Circular will be submitted to the FCA's National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular is also
available for inspection on the Company's website under the "Shareholder
Information" tab on https://www.metalnrg.com/investors/shareholder-documents
(https://www.metalnrg.com/investors/shareholder-documents)
Christopher Chadwick, Chief Executive Officer of MetalNRG, commented:
"We are delighted to have progressed documentation to a stage where a
prospectus on the enlarged group has been lodged with the FCA. We are asking
shareholders to approve the necessary resolutions to implement the Acquisition
in parallel with the FCA review process so that we can expedite completion."
Further information on CMO and the Oumejrane Mine
The Oumejrane mine (the "Oumejrane Mine"), owned 100% by CMO, is a producing
and profitable copper mine situated in the Eastern Anti-Atlas of Morocco,
which has been operational since 2014. For the year ended 31 December 2023,
revenue at the Oumejrane copper mine was US$28.0m.
The Oumejrane Mine, employing approximately 300 people, operates two active
open pit mines and four underground mines, with a processing capacity of 1,000
tonnes per day through a conventional circuit involving crushing, grinding,
and flotation. Its process plant produces 21% grade copper concentrates. It is
well located alongside a national road with well-established mining,
processing and site infrastructure, including grid provided power. In
addition, CMO owns four exploitation licenses covering a substantial area of
202 square km.
The Company along with its funders and advisers have carried out an extensive
due diligence process on the Oumejrane Mine and CMO. This comprehensive
evaluation included on-site visits, involving participants from commercial and
technical teams of Orion Resources Partners ("Orion"), alongside external
consultants. Orion and the Company were impressed by the operation, as well as
the team responsible for managing it and remain supportive as the Company
advances the transaction towards completion. As noted in the Company's
announcement of 17 October 2024, Orion had entered into a US$25,000,000
convertible loan note ("CLN") with MetalNRG, the proceeds of which will be
used by MetalNRG to complete the Acquisition. The closing of the CLN remains
subject to the satisfaction of the conditions precedent set forth therein. The
Acquisition is conditional on, inter alia, the grant of certain customary
regulatory approvals in Morocco, and Admission.
For further information, please contact:
MetalNRG PLC:
Christopher Chadwick +44 (0) 207 796 9060
Rolf Gerritsen
Hannam & Partners - Financial Adviser and Joint Broker
Andrew Chubb +44 (0) 207 907 8500
SPARK Advisory Partners Limited - Sponsor
James Keeshan +44 (0) 203 368 3550
Andrew Emmott +44 (0) 203 368 3550
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
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