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Part 2
The above potentially represents a major irregularity in respect to the Companies Act 2006, notable section 314 in relation the GM, in that the total number of voting shares, and those not in public hands, have not been properly declared in the companies website or in the circular.
Secondly, we draw your attention to a further improper irregularity in respect to the position of Christian Schaffalitzky, whereby he has publicly indicated his intention to resign should the resolutions proposed by the requisitioners be voted for by shareholders. This can only be treated as a undue threat to both undermine valid proposed resolutions at the GM and dissuade shareholders a free vote on the future composition of the MetalNRG board of directors. Mr Schaffalitzky is fully aware of the impact of this statement and the potential for a suspension from the stock from trading on the London Stock Exchange (LSE), being in conflict with his statutory fiduciary duties (CA 2006, Sections 171-174) in numerous respects; notably in disregard to the company articles; his duty to promote the success of the company; and finally to exercise independent judgement in discharge of his non-executive role in MNRG.
We would also like to note that Mr Schaffalitzky is currently, or has been, involved with a number of other companies on the LSE. Such companies are at present either suspended or threatened to be suspended by the LSE. At least two of these companies have had dealings (direct or indirect) with MetalNRG or its directors. In such circumstances we question Mr Schaffalitzky’s judgment and the potential conflicts that there may be behind his recent statement as well as behind the (failed) transactions that he indirectly agree to bring to MetalNRG and/or its partners.
We would respectfully request that Mr Schaffalitzky reflects on his public position in light of the consequences that could play out for MNRG shareholders. We question also the legality of such a threat in respect to CA 2006, s172, and we invite Mr Schaffalitzky to confirm he is committed to remain on the board in order to allow appropriate disclosure, due diligence and controlled hand-over in all such matters.
The above confirms our opinion that the board of MetalNRG, especially since the AGM, seek to continue the frustration of shareholders for their own interests and we can only look forward to positive change at MNRG with the outcome of a general meeting that is fair and legally valid.
Your sincerely,
Edward Spencer
On behalf of the Requisitioning Shareholders
Part two.
Dear Mr Gerritsen,
I write to you in relation to the upcoming General Meeting (GM) called for the 11th of January 2023, and the information provided by MetalNRG Plc (the “Company” or “MNRG”) in the circular issued on 19th of December 2022 and amended on 23rd of December 2022.
At the outset, I wish to point out that the nature of the information contained in the MetalNRG circular is dedicated to improperly discredit or dismiss the requisition, this matter has been passed to our legal advisers and we will revert in detail on all the points. More importantly, the Circular has in no way addressed the dramatically precarious position of the company and as such the prospects for a going concern following an unsuccessful vote for change. Furthermore, there is also no mention of the true debt position of the company, no details on other liabilities, no new positive information in respect to current projects, no details of other projects that may be subject of a future prospectus, and nothing in respect to the failed resolutions in the Annual General Meeting (AGM) and nothing to indicate that the board has a substantive plan for the future.
Moreover, it has come to our attention that some of the information in the circular does not comply with relevant sections of the Companies Act 2006 and it is our request that certain information is urgently clarified such that a fair and legally valid vote may occur at the upcoming GM.
The first question arises in respect to the total number of shares in issue versus the total number of shares in public hands, as depicted in the company website today, where we note a differential of approximately 100 million shares, which we can only presume does not include the shares held by directors, which we understand from the circular amount to a total of approximately 82 million shares (not circa 98 million per the company website today - as of 07/10/22).
This discrepancy appears to have arisen with the settlement of the loan note due to Global Investment Solutions Limited (GIS) as announced via the RNS on 7th October 2022, whereby the outstanding sums due to GIS were, at least to a degree, settled via a security in favour of GIS provided by EQTEC Plc (EQT).
The above RNS describes a transaction to offset the security due by EQT to GIS with the issue of a new (convertible) loan note from MNRG in favour of EQT.
The net result of the transaction appears to have been the transfer of shares from EQT to a third-party (or GIS) in exchange for the new loan note, with a face value of £100,000 and with certain rights to convert to MNRG shares at a later date.
The shares that have been transferred from EQTEC to a third-party, and potentially noted as not in public hands on the company website, amount to approximately 100 million shares and are without any statutory TR1 notice or other public notice to accompany the transfer other than the TR1 from EQT confirming a reduction in holding
Soon be shovel ready. Excuses already, oh dear.
Merry Christmas to all and hope the new year brings us one step further to a better company.x
Please be advised that on reflection a statement before Christmas from the requisitioners is going to be difficult to achieve.
I feel that it will be better served by being available hopefully the end of next week
As you hopefully appreciate this time of year is busy for all including us
We need to have any statement reviewed by the lawyers too to ensure its appropriateness also
I have nothing to say about the news except. How come they now seem to care about investors. I wonder why?.x
Sadly I have to agree with all your statements
I can’t believe how much of a shambles this company has now become.
Back in 2019 they were talking about starting mining operations at Gold Ridge and monetising the asset. It’s now probably further away from production than it was 3-years ago and requires significant further work any ultimately cost. The Kyrgyz assets is currently worthless. The plant in Italy with Eqtec will bring in very little in terms of revenue to MNRG. The only thing that the company had going for it was the deal with BritNRG, which would be worth a decent sum right now, but we all know how that turned out due to Rolf’s relationship with Rocco deteriorating.
Now, the BoD are buying up shares, to increase voting rights, just in the hope of keeping their jobs. It just shows how much of a Mickey Mouse company this has become!
As you have stated assuming the current BOD are removed there is going to be a period of investigation for any incoming directors. It hs impossible to say what is going to happen so no empty promises will be given.
I have always been honest and open in life and will continue to do so.
I have the interests of all shareholders at heart and if the current BOD had kept to their "corporate Governance" statement on their website we would not be in this situation.
A statement is currently being reviewed by all parties and should be out within the next 36 hrs
Hope thst helps
A bit like incoming politicians! They can tell us of their intentions but the realities may change how they are able to act but we should be able to compare to the current BoD proposals.
The way I see this is a frightened member of the board that has spent less than 10k to hold on to his job. And why do people keep asking for an explanation of what the new members of the board if they get voted in. The cannot in my opinion give any explanation. They have no idea what to expect the state of what the company is in. Shareholders know it is bad, but how bad is it really. So any explanation would just be an empty promise. But that is my opinion.x
Ed - can you please confirm how and when you will be explaining your thoughts. As a holder of 35m shares I am open minded and interested to hear what you have to say. Thank you.
Where has the buying been in the past 18 months?
I know for a fact that it was suggested to the current board that they could show faith by opening their wallets.
Now suddenly leading up to a vote to oust them it's opened?
Do we have a battle for the voting rights ?
MetalNRG (LON:MNRG), the natural resources and energy investment company, announces that it has been notified by Christopher Latilla-Campbell, MetalNRG's Chairman, that he has purchased 10,600,000 ordinary shares of 0.01p each in the capital of the Company ("Ordinary Shares") at prices of £0.0008 per share.
I have also just voted to get rid of Rolf & Co, let’s hope the Spencer’s (if they takeover) can get the SP back where we should be, I currently own over 7 million shares and have been invested for nearly 2 years so am sitting on a huge paper loss, don’t know anything about Edward Spencer and his plans but anything is better than what we have now, like you say with Rolf at the helm there soon won’t be a company! Good Luck all
If it is Adrian from Infrastrata then we would appear to be in good hands, he has a proven track record in replacing failing boards of directors, if I remember correctly during his time in Infrastrata the share price rocketed.
Anyway facts would appear to be that if Rolf stays there won't be a company. He can't raise, shareholders have voted down both his pay and the crazy dilution and from this neck of the woods no value has been added to the share since he took over as CEO. All I see is a bunch of minority interests in so called "shovel ready" projects where no shovels have actually been ready or done any shovelling!
That RNS for the EGM says the proposed directors have indicated no strategy or how they will pay for it. Equally where is yours Rolf? Nothing new to inspire confidence and you have no way to pay for any of it anyway. Wheres the company comment on why shareholders have no confidence in your pay or strategy and voted them down, months have passed since the vote yet you seem to think it's just business as usual? No wonder the proposed directors didn't say anything any ideas would have been dressed up as Rolfs!
Perfect Xmas prezzy
I voted you OUT! Good luck finding another job that pays £300k for doing absolutely s0d all!
billy, don’t sit on the fence tell us how you really feel :-)
Complete and utter ******* shambles of a company goldridge 3 years and still nothing sampling this that get the fcucking stuff out the ground ffs rolf is just a Complete bull****ter in every sense just a waste of time vote him out I say
True that is a concern but, how much longer before this company goes under. Whinny the Pooh could run this better than the present board. People have that much confidence in the present board that when we actually won the case with britnrg it has went down another fifty percent. Now that says a lot.x
My concern is we're going from Boris to Liz
May as well have had Liz Truss & Kwazi running mnrg