Option Agreement to acquire additional equity

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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").

26^th May 2021

MetalNRG plc
(The "Company" or "MetalNRG")

Option to acquire additional equity in BritNRG Limited.

MetalNRG Plc (LSE:MNRG), the natural resource investing and exploration company, announces that is has entered into an option agreement (the "Option Agreement") with BritEnergy Holdings LLP (the "Seller"), and the current holder of 500 ordinary shares in BritNRG Limited.

The Option Agreement provides that MetalNRG may acquire a further 150 ordinary shares of £0.001 (the "Option Shares") in BritNRG Limited ("BritNRG"), which is the special purpose vehicle focused on the development of oil & gas and other energy sector assets. The option rights extend to a total of 15% of the issued ordinary share capital of BritNRG and, if exercised, would take MetalNRG's interest in BritNRG to 65%, assuming MetalNRG has also exercised all options granted to it under the shareholders agreement relating to BritNRG, which includes conversion of the outstanding convertible loan note in the sum of £175,000 (as reported in MetalNRG's regulatory announcement of 15^th January 2021) into 194 ordinary shares of BritNRG.

The main terms of the Option Agreement are as follows:

·    MetalNRG will pay the Seller a consideration of £545,000 (the "Option Price").

·    In consideration of the payment of the Option Price by MetalNRG to the Seller, the Seller grants MetalNRG an option to purchase all of the Option Shares on the following terms:

-     the earliest date on which the option may be exercised shall be the date on which BritNRG is listed on a recognised stock exchange; if a listing of BritNRG has not occurred within 18 months of the Option Agreement effective date then the Option Agreement will lapse;

-     the Seller has the right to cancel the option and terminate the Option Agreement at any time during the next 4 months by giving written notice, paying the sum of £570,000 to MetalNRG, from BritENERGY Holdings LLP or from a suitable alternative buyer;

-     the consideration payable by MetalNRG on exercise of the option shall be satisfied in cash at completion and is set at the nominal value of the Option Shares (£0.001 per Option Share) being an aggregate exercise price of £0.15;

-     simultaneously, BritNRG Holdings LLP has entered into a parallel reverse option to acquire up to 300 shares from MetalNRG for an exercise price of £4,000 for each option share for a total consideration of £1.2 million.

Rolf Gerritsen, CEO, commented: "We have now entered into an option agreement with the private investors that participated in the acquisition of the oil & gas assets to acquire an additional 150 ordinary shares in BritNRG on its market listing, which we expect will be completed within the next 18 months. We believe there is substantial upside to BritNRG and are working towards getting the company listed while maintaining an economic interest."

The person who arranged for the release of this information is Rolf Gerritsen, the Company's Chief Executive Officer.

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