THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS WHO RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

8 May 2024

MetalNRG plc

(the "Company" or "MetalNRG")

Subscription to raise £246,341

MetalNRG plc (LON:MNRG), the natural resources and energy investment company, announces that it has undertaken a subscription for 246,340,853 new ordinary shares of 0.01p each ("Ordinary Shares") in the capital of the Company (the "Shares") at a price of 0.1 pence per share (the "Subscription Price") raising £246,341 before expenses for the Company (the "Subscription").

The Subscription Price represents a premium of approximately 60 per cent. to the closing mid-market price of 0.0625 pence of an Ordinary Share on 7 May 2024, being the latest practicable date prior to the publication of this announcement.  When issued, the Shares will represent approximately 16.66 per cent of the enlarged share capital of the Company and will rank pari passu with the existing Ordinary Shares.  The Subscription is only conditional on Admission, as defined below, and was undertaken using the Company's existing share issuance authorities on a non-pre-emptive basis.

​

In addition, each Share issued pursuant to the Subscription will be issued with two warrants attached, one of which will be issued on a one-to-one basis exercisable at the Subscription Price and a further warrant attached on a one-to-one basis exercisable at 0.15p (together the "Warrants").  The Warrants are exercisable at any time from Admission until 15 November 2026.

Background to and reasons for the Subscription

​

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, along with a number of gold projects.  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 of potential reverse takeover targets which are being progressed, including one Copper project that the Company are in advanced discussions to secure.  The net proceeds of the Subscription will therefore be used by the Company to further advance these potential acquisitions, including due diligence and advisory costs, and for general corporate purposes leading up to and including the commencement of any proposed reverse takeover transaction.

Admission and Total Voting Rights

Application will be made for the 246,340,853 Shares to be admitted to trading on the Main Market of the London Stock Exchange and to listing in the Standard Segment of the FCA Official List ("Admission").  It is expected that the issue of the 246,340,853 Shares will take place, Admission will become effective and that dealings in the Shares on the Main Market of the London Stock Exchange will commence on or around 9 May 2024.

On Admission, the Company will have 1,478,045,122 Ordinary Shares in issue, each with one voting right.  There are no shares held in treasury. Therefore, the Company's total number of Ordinary Shares and voting rights will be 1,478,045,122 and this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information, please contact: