Audited Results for the Year ended 28 February ...
16 July 2018
METALNRG PLC
(â€MetalNRG†or the “Companyâ€)
Audited Results for the Year ended 28 February 2018
The Company today announces its audited financial results for the year ended 28 February 2018.
Business review
The principal activity of the Company during the year was that of a natural resource investing company listed on NEX Exchange Growth Market in London.
The Company made two specific investments in 2018 and has continued to investigate a number of potential investments and strategic developments for the business.
Of the various projects considered during the course of the financial year ended 28 February 2018 the Company entered into an agreement to acquire an interest in Western Australia (the "Palomino Cobalt Project"). The Palomino Cobalt Project on acquisition consisted of licence applications submitted and pending to be submitted applications in respect of ground prospective for cobalt and gold based on publicly available information historic exploration data and proximity demonstrated by announcements released by other companies operating in the vicinity of the Palomino Cobalt Project. The total acquisition cost was approximately £55,000 with 83% of that acquisition cost payable in new MetalNRG ordinary shares priced at 1.5p per share.
A second investment was announced during the year, a transaction securing an 18.18% holding in US Cobalt Pty Ltd (“US Cobaltâ€). US Cobalt is the operator of Columbia Pass, a potentially high-grade cobalt exploration and development opportunity in the Las Vegas area of Nevada, United States. The Company invested AU$200,000 (approximately £118,000) in cash from existing resources to acquire 2,000,000 shares in US Cobalt amounting to an immediate 18.18% holding. In conjunction with the initial investment in US Cobalt, the Company paid a fee of AU$50,000 (approximately £29,507) payable in 1,967,133 new MetalNRG ordinary shares priced at 1.5p per share, to secure a 3-month option (the 'Option') to acquire the remainder of the issued share capital of US Cobalt. The Company subsequently decided not to exercise the Option. On 22 March 2018, it was announced that Tyranna Resources Limited (“Tyrannaâ€), an ASX listed resources and exploration company, had made an offer to acquire US Cobalt and had entered into an agreement with the Company to acquire its shareholding in US Cobalt. Subject to completion of this agreement the Company will be able to sell its shares in Tyranna and deliver a profit to MetalNRG shareholders (“Shareholdersâ€).
The directors of MetalNRG (the “Directorsâ€) remain committed to evaluating commercially viable projects and ultimately taking forward one or several projects that they believe will deliver value for Shareholders.
Post year end events
As announced on 23 February 2018, the Company is pursuing a new strategic development plan, specifically to invest in privately owned companies, which have an interest in seeking an initial public offering (“IPOâ€) on the London markets, which the Company can assist with.
The Company will receive fees payable in shares in the listed entities upon successfully completing their IPOs. In January 2018, the Company facilitated the creation of Cobra Resources Limited and has helped coordinate its IPO process, which is on-going. The Company's fees, payable in 4,166,666 Cobra Resources shares, are expected upon completion of its IPO.
To ensure sufficient managerial resources were available to the board of Directors (the “Boardâ€) and to assist in the Company's new strategic development plan, on 23 February 2018, Paul Johnson stepped down as the Chief Executive Officer and the Company appointed Rolf Gerritsen as the Company's new Chief Executive Officer. Paul Johnson remains on the Board as a Non-Executive Director and is focused on new project opportunities and assisting the new Chief Executive Officer with the development of new listed vehicles. The Company's intention through the above developments is to become a London focused mining investment and development house, providing a mechanism for quality resource project owners to see proactive advancement, financing and listing/quotation for their resource opportunities.
On 6 March 2018, the Company announced that the Application for the Company, to have the right to acquire 100%, of exploration licence E46/1167, the Palomino Cobalt Project, was granted by the Western Australia Department of Mines, Industry Regulation and Safety.
Licence E46/1167 represents an area covering ten graticular blocks or circa 31.9 square kilometres of ground. The area covered by the Palomino Cobalt Project is prospective for cobalt, with significant evidence of cobalt mineralisation from surface-based exploration work and notably stream sediment sampling. The Company had the right to acquire 100% of the Palomino Cobalt Project, subject to the payment of 2,000,000 new MetalNRG ordinary shares to the vendors priced at 1.5p per share (for £30,000 of additional consideration) and these shares have now been issued.
On 6 April 2018, the Company announced that due diligence on US Cobalt, the owner of the Goodsprings Cobalt and Base Metals Project, located in the State of Nevada, USA, had been successfully completed by Tyranna and that the parties (MetalNRG, Tyranna and US Cobalt) will work together to satisfy all conditions precedent which includes the drafting of the sale and purchase agreement. As a result of the transaction the Company will receive 21,719,457 shares in Tyranna at a current value of AU$0.017 (AU$369,230 or £206,459), for the Company's entire shareholding in US Cobalt. The Company has agreed to a 6 months trading hold on 25% of the shareholding in Tyranna on completion of the sale and purchase agreement.
The directors do not recommend the payment of a dividend.
The 2018 Annual Report and Accounts will be posted shortly to Shareholders.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged for release of this announcement on behalf of the Company was Rolf Gerriston, Chief Executive Officer.
The Directors accept responsibility for the contents of this announcement.
For further information, please contact:
MetalNRG PLC
Christopher Latilla-Campbell, Chairman +44(0) 1604 845 551
Rolf Gerritsen, Chief Executive Officer +44(0) 20 7796 9060
| NEX Exchange Corporate Adviser, Peterhouse Capital Limited Guy Miller Mark Anwyl Corporate Broker, S I Capital Limited Nick Emerson |
+44 (0) 20 7469 0930 +44 (0) 1483 413500 |
METALNRG PLC
Statement of Comprehensive Income
Year Ended 28 February 2018
| 2018 | 2017 | |
| Note | £ | £ |
| Administrative expenses | 157,037 | 37,983 | |
| -------------------------------- | ---------------------------- | ||
| Operating loss | 3 | (157,037) | (37,983) |
| Other interest receivable and similar income | 120 | – | |
| -------------------------------- | ---------------------------- | ||
| Loss before taxation | (156,917) | (37,983) | |
| Tax on loss | 5 | – | – |
| -------------------------------- | ---------------------------- | ||
| Loss for the financial year and total comprehensive income | (156,917) | (37,983) | |
| ================================ | ============================ | ||
Loss per share
| Basic loss per share (pence per share) | 6 | (0.11) | (0.06) |
| Diluted loss per share (pence per share) | 6 | (0.09) | (0.05) |
| ================== | ================== | ||
All the activities of the Company are from continuing operations.
METALNRG PLC
Statement of Financial Position
28 February 2018
| 2018 | 2017 | ||
| Note | £ | £ | £ |
Fixed assets
| Investments | 175,433 | – |
Current assets
| Debtors | 7 | 2,396 | 23,181 | |
| Cash at bank and in hand | 209,673 | 128,526 | ||
| -------------------------------- | -------------------------------- | |||
| 212,069 | 151,707 | |||
| Creditors: amounts falling due within one year | 8 | 14,014 | 8,308 | |
| -------------------------------- | -------------------------------- | |||
| Net current assets | 198,055 | 143,399 | ||
| -------------------------------- | -------------------------------- | |||
| Total assets less current liabilities | 373,488 | 143,399 | ||
| -------------------------------- | -------------------------------- | |||
| Net assets | 373,488 | 143,399 | ||
| ================================ | ================================ | |||
Capital and reserves
| Called up share capital | 9 | 250,709 | 243,563 | |
| Share premium account | 1,095,221 | 715,361 | ||
| Profit and loss account | (972,442) | (815,525) | ||
| ----------------------------------------- | -------------------------------- | |||
| Shareholders funds | 373,488 | 143,399 | ||
| ========================================= | ================================ | |||
METALNRG PLC
Statement of Changes in Equity
Year Ended 28 February 2018
| Called up share capital | Share premium account | Profit and loss account | Total | |
| £ | £ | £ | £ | |
| At 1 March 2016 | 241,660 | 667,260 | (777,542) | 131,378 |
| Loss for the year | (37,983) | (37,983) | ||
| -------------------------------- | -------------------------------- | -------------------------------- | -------------------------------- | |
| Total comprehensive income for the year | – | – | (37,983) | (37,983) |
| Issue of shares | 1,903 | 48,101 | – | 50,004 |
| -------------------------------- | -------------------------------- | -------------------------------- | -------------------------------- | |
| Total investments by and distributions to owners | 1,903 | 48,101 | – | 50,004 |
| At 28 February 2017 | 243,563 | 715,361 | (815,525) | 143,399 |
| Loss for the year | (156,917) | (156,917) | ||
| -------------------------------- | -------------------------------- | -------------------------------- | -------------------------------- | |
| Total comprehensive income for the year | – | – | (156,917) | (156,917) |
| Issue of shares | 7,146 | 379,860 | – | 387,006 |
| ----------------------- | -------------------------------- | -------------- | -------------------------------- | |
| Total investments by and distributions to owners | 7,146 | 379,860 | – | 387,006 |
| -------------------------------- | ----------------------------------------- | -------------------------------- | -------------------------------- | |
| At 28 February 2018 | 250,709 | 1,095,221 | (972,442) | 373,488 |
| ================================ | ========================================= | ================================ | ================================ |
METALNRG PLC
Statement of Cash Flows
Year Ended 28 February 2018
| 2018 | 2017 | |
| £ | £ |
Cash flows from operating activities
| Loss for the financial year | (156,917) | (37,983) |
| Adjustments for: | ||
| Other interest receivable and similar income | (120) | – |
| Accrued income | – | (113) |
| Changes in: | ||
| Trade and other debtors | 20,785 | (4,431) |
| Trade and other creditors | 5,706 | (2,078) |
| -------------------------------- | ---------------------------- | |
| Cash generated from operations | (130,546) | (44,605) |
| Interest received | 120 | – |
| -------------------------------- | ---------------------------- | |
| Net cash used in operating activities | (130,426) | (44,605) |
| ================================ | ============================ |
Cash flows from investing activities
| Purchases of other investments | (175,433) | – |
| -------------------------------- | ---------------------------- | |
| Net cash used in investing activities | (175,433) | – |
| ================================ | ============================ |
Cash flows from financing activities
| Proceeds from issue of ordinary shares | 387,006 | 50,004 |
| -------------------------------- | ---------------------------- | |
| Net cash from financing activities | 387,006 | 50,004 |
| ================================ | ============================ |
| Net increase in cash and cash equivalents | 81,147 | 5,399 |
| Cash and cash equivalents at beginning of year | 128,526 | 123,127 |
| -------------------------------- | -------------------------------- | |
| Cash and cash equivalents at end of year | 209,673 | 128,526 |
| ================================ | ================================ |
METALNRG PLC
Notes to the Financial Statements
Year Ended 28 February 2018
1. General information
MetalNRG PLC is a public company limited by shares which is incorporated in England.
The registered office is 6 Middle Street, London EC1A 7JA.
The registered number is 05714562.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland', and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis.
The financial statements are presented in Sterling (£).
3. Operating profit
Operating profit or loss is stated after charging/(crediting):
| 2018 | 2017 | |
| £ | £ | |
| Impairment of debtors | 17,570 | – |
| Foreign exchange differences | 13,114 | (16,147) |
| ============================ | ============================ |
4. Auditor's remuneration
| 2018 | 2017 | |
| £ | £ | |
| Fees payable for the audit of the financial statements | 5,940 | 6,480 |
| ======================= | ======================= |
5. Tax on loss
Reconciliation of tax income
The tax assessed on the loss on ordinary activities for the year is higher than (2017: higher than) the standard rate of corporation tax in the UK of 19% (2017: 20%).
| 2018 | 2017 | |
| £ | £ | |
| Loss on ordinary activities before taxation | (156,917) | (37,983) |
| ================================ | ============================ | |
| Loss on ordinary activities by rate of tax | (29,814) | (7,597) |
| Unused tax losses | 29,814 | 7,597 |
| -------------------------------- | ---------------------------- | |
| Tax on loss | – | – |
| ================================ | ============================ |
6. Loss per share
Basic loss per share
| 2018 | 2017 | |
| Basic loss per share from continuing operations (pence per share) | (0.11) | (0.06) |
| ================== | ================== |
The loss and weighted average number of shares used in the calculation of basic loss per share are as follows:
| 2018 | 2017 | |
| £ | £ | |
| -------------------------------- | ---------------------------- | |
| Loss used in the calculation of basic loss per share from continuing operations | (156,917) | (37,983) |
| ================================ | ============================ |
| 2018 | 2017 | |
| No. | No. | |
| Weighted average number of ordinary shares in issue | (138,826,404) | (67,359,271) |
| =================================================== | ============================================== |
Diluted loss per share
| 2018 | 2017 | |
| Diluted loss per share from continuing operations (pence per share) | (0.09) | (0.05) |
| ================== | ================== |
The loss and weighted average number of shares used in the calculation of the diluted loss per share are as follows:
| 2018 | 2017 | |
| £ | £ | |
| -------------------------------- | ---------------------------- | |
| Loss used in the calculation of diluted loss per share from continuing operations | (156,917) | (37,983) |
| ================================ | ============================ |
| 2018 | 2017 | |
| No. | No. | |
| Weighted average number of ordinary shares in issue used in the calculation of basic loss per share | (138,826,404) | (67,359,271) |
| Share options granted | (13,000,000) | (10,000,000) |
| Warrants issued | (29,500,000) | – |
| --------------------------------------------------- | ---------------------------------------------- | |
| Weighted average number of ordinary shares in issue used in the calculation of diluted loss per share | (181,326,404) | (77,359,271) |
| =================================================== | ============================================== |
Since the year-end. 23,750,000 new ordinary shares have been issued (2,500,000 as a result of investments, 2,500,000 as a result of a subscription, 15,750,000 as a result of the exercise of existing warrants and 3,000,000 as a result of the exercise of existing options), In addition, 18,250,000 new warrants have been issued and 8,000,000 new options have been granted. At the date of this report, the total number of ordinary shares of £0.0001 each in issue was 162,576,404, the total number of outstanding warrants was 32,000,000 and the total number of outstanding options was 18,000,000.
In calculating the basic and diluted loss per share, only ordinary shares, options and warrants are included. Deferred shares are excluded on the basis that they have no dividend or voting rights
7. Debtors
| 2018 | 2017 | |
| £ | £ | |
| Prepayments and accrued income | 2,295 | 1,749 |
| Other debtors | 101 | 21,432 |
| ----------------------- | ---------------------------- | |
| 2,396 | 23,181 | |
| ======================= | ============================ | |
8. Creditors: amounts falling due within one year
| 2018 | 2017 | |
| £ | £ | |
| Trade creditors | 6,945 | 1,239 |
| Accruals and deferred income | 7,069 | 7,069 |
| ---------------------------- | ----------------------- | |
| 14,014 | 8,308 | |
| ============================ | ======================= |
9. Called up share capital
Authorised share capital
| 2018 | 2017 | |||
| No. | £ | No. | £ | |
| Ordinary shares of £0.0001 each | 5,131,730,000 | 513,173 | 5,131,730,000 | 513,173 |
| Deferred Ordinary shares of £0.0049 each | 48,332,003 | 236,827 | 48,332,003 | 236,827 |
| ------------------------------------------------------------ | -------------------------------- | ------------------------------------------------------------ | -------------------------------- | |
| 5,180,062,003 | 750,000 | 5,180,062,003 | 750,000 | |
| ============================================================ | ================================ | ============================================================ | ================================ | |
Issued, called up and fully paid
| 2018 | 2017 | |||
| No. | £ | No. | £ | |
| Ordinary shares of £0.0001 each | 138,826,404 | 13,883 | 67,359,271 | 6,736 |
| Deferred Ordinary shares of £0.0049 each | 48,332,003 | 236,827 | 48,332,003 | 236,827 |
| --------------------------------------------------- | -------------------------------- | --------------------------------------------------- | -------------------------------- | |
| 187,158,407 | 250,709 | 115,691,274 | 243,563 | |
| =================================================== | ================================ | =================================================== | ================================ | |
Share movements
| No. | £ |
Ordinary shares of £0.0001 each
| At 1 March 2017 | 67,359,271 | 6,736 |
| Issue of shares | 71,467,133 | 7,147 |
| --------------------------------------------------- | ---------------------------- | |
| At 28 February 2018 | 138,826,404 | 13,883 |
| =================================================== | ============================ |
The number of ordinary shares outstanding at the year-end date for all other classes of shares is consistent with the prior year.
At the year-end there were the following directors share options:
500,000 exercisable share options held by directors on ordinary shares of £0.0001 each at an exercise price of £0.005 per share. These expire on 7 November 2019.
9,500,000 exercisable share options held by directors on ordinary shares of £0.0001 each at an exercise price of £0.0075 per share. These expire on 7 November 2019.
3,000,000 exercisable share options held by directors on ordinary shares of £0.0001 each at an exercise price of £ 0.005 per share. These expire on 15 March 2020.
At the year-end there were the following directors share warrants:
29,500,000 exercisable share warrants held by directors on ordinary shares of £0.0001 each at an exercise price of £ 0.001 per share. These expire on 30 September 2018.
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 £1 million for each ordinary share, and the deferred shares have no other rights to participate in the assets of the Company.
10. Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.
Profit and loss account - This reserve records retained earnings and accumulated losses.
11. Events after the end of the reporting period
As announced on 23 February 2018, the Company is pursuing a new strategic development plan, specifically to invest in privately owned companies, which have an interest in seeking an IPO on the London markets, which the Company can assist with.
The Company will receive fees payable in shares in the listed entities upon successfully completing their IPOs. In January 2018, the Company facilitated the creation of Cobra Resources Limited and has helped coordinate its IPO process, which is on-going. The Company's fees, payable in 4,166,666 Cobra Resources shares, are expected upon completion of its IPO.
To ensure sufficient managerial resources were available to the Board and to assist in the Company's new strategic development plan, on 23 February 2018, Paul Johnson stepped down as the Chief Executive Officer and the Company appointed Rolf Gerritsen as the Company's new Chief Executive Officer. Paul Johnson remains on the Board as a Non-Executive Director and is focused on new project opportunities and assisting the new Chief Executive Officer with the development of new listed vehicles. The Company's intention through the above developments is to become a London focused mining investment and development house, providing a mechanism for quality resource project owners to see proactive advancement, financing and listing/quotation for their resource opportunities.
On 6 March 2018, the Company announced that the Application for the Company, to have the right to acquire 100%, of exploration licence E46/1167, the Palomino Cobalt Project, was granted by the Western Australia Department of Mines, Industry Regulation and Safety.
Licence E46/1167 represents an area covering ten graticular blocks or circa 31.9 square kilometres of ground. The area covered by the Palomino Cobalt Project is prospective for cobalt, with significant evidence of cobalt mineralisation from surface-based exploration work and notably stream sediment sampling. The Company had the right to acquire 100% of the Palomino Cobalt Project, subject to the payment of 2,000,000 new MetalNRG ordinary shares to the vendors priced at 1.5p per share (for £30,000 of additional consideration) and these shares have now been issued.
On 6 April 2018, the Company announced that due diligence on US Cobalt, the owner of the Goodsprings Cobalt and Base Metals Project, located in the State of Nevada, USA, had been successfully completed by Tyranna and that the parties (MetalNRG, Tyranna and US Cobalt) will work together to satisfy all conditions precedent which includes the drafting of the sale and purchase agreement. As a result of the transaction the Company will receive 21,719,457 shares in Tyranna at a current value of AU$0.017 (AU$369,230 or £206,459), for the Company's entire shareholding in US Cobalt. The Company has agreed to a 6 months trading hold on 25% of the shareholding in Tyranna on completion of the sale and purchase agreement.
12. Related party transactions
There is no individual with ultimate overall control of the Company.
C.P. Latilla-Campbell is a director and shareholder of the Company and also a director and sole shareholder of London Finance & Investment Corporation Limited (LFIC). Accountancy charges incurred by the Company amounting to £3,750 (2017: £3,000) represent proportional recharges in respect of the time spent on Company business by the LFIC company accountant. At the year- end trade creditors included an amount of £250 (2017: £250) outstanding to LFIC.
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