Metalnrg Plc Regulatory News (MNRG)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

3 July 2023

MetalNRG plc

(the "Company" or "MetalNRG")

Financial Results for the year ended 31 December 2022

MetalNRG plc (LON:MNRG), the natural resources and energy investment company, announces the Company's Financial Results for the year ended 31 December 2022.

STRATEGIC REPORT

The Directors present the strategic report for MetalNRG plc (the "Company" or "MetalNRG", and collectively with its subsidiary companies, the "Group") for the year ended 31 December 2022.

PRINCIPAL ACTIVITY

The Group's principal activity during the year was that of a natural resources and energy investing company listed on the Main Market for listed securities of the London Stock Exchange.

BUSINESS REVIEW

2022 has been a year which saw the Company address a number of legal issues which are summarised below and have been time consuming and a drain on the Group's finances. However, during this difficult time, the Group did progress with additional exploration work and geosampling on its GoldRidge Project in Arizona producing further positive results. Under its business development partnership with EQTEC plc, the Group also continued its re-commissioning of the waste to energy plant in Italy, which is now commissioned and producing electricity.

The Company's claim for (i) the return of £1.02million it paid and (ii) damages from the former Director, Mr Rocco, for breach of director's duties has already been successful by way of summary judgement on the first point, with judgement given for the £1.02 million. The corporate defendants have paid the Company c.£450,000, and the remainder has been paid into Court. Now that the appeal process has run its full course and the defendants have lost their request to appeal, the Court has now released funds it held to the Company. The defendants have also been given a Court order to pay costs and interests which we are awaiting agreement and settlement on. As at 30 April 2023 total legal costs incurred to date are £1,631,566 of which £448,893 has been settled with £55,173 of this amount recovered from the defendants. The Company expects to recover the majority of these costs once an agreement has been reached. However, as a result of this uncertainty no receivable has been recognised in the financial statements at 31 December 2022.

The case proceeds on the director's duties claim in which the Company seeks damages from Mr. Rocco. A case management and cost hearing was held on 8 February 2023 to set a timetable for the remainder of the claims but this was adjourned on the Defendant's application on a technical matter, and whilst a new date is now set for this case on 6 July 2023, the Company is trying to secure an earlier date, the Court schedule permitting.

As to the s994 Prejudice Petition brought by Mr. Rocco against the Company and the current Directors personally, Mr. Rocco withdrew the claim in December 2022, accepting to pay the Company and the Directors their legal costs incurred to date. 

Mr. Rocco filed a claim in Scotland under his employment agreement to be indemnified for his legal costs by the Company. The defendant lost the claim at first instance and was ordered to pay legal costs to the Company. The defendant appealed, the appeal was heard in December 2022, and the Sheriff in Scotland has now rejected the appeal and given order to the defendant to pay cost to the Company and the Directors agreement is being sought on the costs to be covered by the Defendant.

Mr Rocco has also taken the Company to the Employment Tribunal in Scotland. The case is on hold until the resolution of the proceedings in the English High Court, for damages from Mr Rocco for breach of director's duties. The process is lengthy, however the Company is convinced that it has taken the best route for its shareholders and continues to work towards a successful outcome on all cases which we hope will conclude soon.

Following a review carried out by the Board in connection with the carrying value of some of its investments, the Directors have determined that the fair value of the Group's investment in IMC and BritNRG Limited should be fully impaired by £440,582 (2021: £nil) to £nil. The Board is however confident that once the relevant legal processes have been concluded the Directors will be in a position to re-evaluate these investments and re-establish a reasonable fair value. See 'Review of Investments and Operations' in the Strategic Report for further information relating to these investments.

REVIEW OF INVESTMENTS AND OPERATIONS:

Gold Ridge - Gold in Arizona.

MetalNRG's wholly owned subsidiary investment in Gold Ridge Holdings Limited ("GHL") is £536,975 (2021: £536,975). In addition, MetalNRG has made cash advances to GHL for the purpose of carrying out and maintaining its exploration license commitments. To date, a total of £315,584 has been advanced to GHL. The amount advanced to GHL is accruing interest at 5% per annum on the outstanding balance and at the year end, interest of £30,309 (2021: 16,689) has accrued and is payable on demand.

The Competent Person's Report by SRK Exploration Services Ltd ("SRK") in 2021 recommended that MetalNRG develop a full and detailed understanding of the areas' geology and mineralisation as they suggested the area offers a better economic prospect that could be compromised if the waste dumps and pillars were to be exploited upfront. As a result, the Company proceeded in 2022 with detailed desktop research and the amalgamation of all previous records and results of various campaigns to develop a new database for Gold Ridge.

Following the completion of this work, the Board followed SRK's advice and completed an on-site geochemical sampling program which delivered positive results. Soil Geochemistry has provided evidence for multiple geologic events. The main implication of our findings is that historically mined gold mineralisation was transposed northwards where no previous exploration drilling has occurred. Having now found gold anomalies in these previously unexplored areas a new linear gold anomaly has been defined as a result of the work completed.

A new significant multi-element geochemical anomaly also occurs 1km west of the Dives Mine. Copper anomalies in volcanic rocks show strong evidence for radial fracturing, a common feature of porphyry deposits. The findings of the geochemical program encourages the Board to conclude that the area may host a larger mineralising system controlling all the surface mines and showings.

MetalNRG has completed just under 600 (Phase I) of the 1,000 geochemical samples planned. The laboratory analysis was conducted for Gold, Silver and 49 other elements by ALS Chemex. The largest gold anomalies were found in historical areas mined for gold; however, gold anomalies were found in areas previously unexplored and in particular on the new linear zone of gold mineralization in the Southern Precambrian block.

All sample results to date show: Gold above 25ppb = 14%, silver above 0.3ppm = 38%, Lead above 35ppm = 47%, Copper above 35 ppm = 40% and Zinc above 115 ppm = 33%.

Bart Stryhas, Senior Geologist on the project, commented: "These results confirm our previous beliefs, that there is indeed a real possibility of a larger un-discovered gold/base metal system at Gold Ridge."

As a result of these encouraging findings, Bart and the Board have defined the next steps to be taken and are now working towards implementing these in 2023. The next steps include completing the Geo-sampling program of another 400 samples in the areas of interest. Upon analysis, the Company will define a drilling program to be completed as funds become available from the legal processes.

EQTEC Italia - Waste to Energy Project in Italy

In May 2021, the Company announced, in partnership with EQTEC plc, its participation in the acquisition and planned recommissioning of a 1MWe waste-to-energy plant in Italy. Originally commissioned in 2015, the plant was built around EQTEC's proprietary and patented Advanced Gasification Technology. MetalNRG invested a total of €700,000 (£605,280) into the project via its wholly owned subsidiary, MetalNRG Eco Ltd. At the year end the carrying value of MetalNRG's investment in the EQTEC Italia project is £605,280 (2021: £605,280).

MetalNRG joined a consortium led by EQTEC to repower, own and operate the biomass-to-energy plant (the "Plant") in Castiglione d'Orcia, Tuscany, Italy. It was planned that, once operational, the plant would transform straw and forestry wood waste from local farms and forests into green electricity and heat for use in the local community.

In 2022, EQTEC Italia MDC in Italy worked at recommissioning the plant and during that process additional operational improvements were identified and implemented, including the installation of a dryer. While this increased the Capex of the project, it did improve the flexibility of wood chip inputs and will reduce the cost of the wood chips once the plant is operational. The recommissioning of the plant is now complete and is producing not only electricity as per plan but also Biochar (an organic fertiliser) which will be sold for Euro 500 to 800 per tonne depending on the level of quality produced.

Certification is currently being processed to determine the quality of this by-product. Additional revenue streams are also being explored and could lead to an improved financial performance of the plant.

EQTEC Italia MDC is also in the process of refinancing the plant and this will enable the Company to recover a portion of its original investment with a dilution of its equity position which currently stands at 12%.

BritNRG Limited - UK Conventional Onshore Oil & Gas

With the ongoing legal process (as detailed on page 3) and the lack of meaningful financial information provided by BritNRG Limited, the Board has determined that its 14.9% investment in BritNRG Limited should be fully impaired by £175,000 (2021: £nil) to £nil.

We have not received any operational or financial updates from the company due to the legal processes we have been involved with. BritNRG Limited did seek our support for a recent funding round as per the outline below;

BritNRG Limited - Proposed Allotment of Shares and Invitation to Participate

Further to an email of 28 November 2022, the company has been required to make some adjustments

BritNRG is electing to issue the following shares (including shares to settle convertible loan obligations):

· Number of Shares to be Issued: 304

· Class of Shares to be Issued: Ordinary

· Par Value per Share: £0.001

· Price Per Share: £1,900 (*)

(*) Shares are being offered to you at a preferential rate, taking into account the lowest realisable share price.

As a registered holder of 194 Ordinary Shares, you are entitled to pre-emption rights in accordance with the Companies Act 2006 in respect of 46 (rounded up) Ordinary Shares for a consideration of £87,400, representing 14.9% of the amount proposed to be issued. 

The Company elected not to participate in this funding round as no information was supplied on the proposed investment, on the use of funds and no appropriate information was provided on the current financial and operational status of BritNRG.

IMC - Uranium Project in Kyrgyzstan

Project operations are currently on hold due to the Government in Kyrgyzstan banning the exploitation of Uranium. IMC, the owner of the licence, has now moved towards an arbitration process.

With the ongoing ban on the exploitation of Uranium in Kyrgyzstan together with the uncertainty of the outcome of the arbitration process, the Board has determined that its investment in IMC should be fully impaired by £265,582 (2021: £nil) to £nil.

Lake Victoria Gold - Gold in Tanzania

MetalNRG holds a minority equity position in Lake Victoria Gold ("LVG") as a result of cash advances to LVG converting into shares after the Company terminated its investment in this gold project in Tanzania. The current owners are seeking to bring the project into production. The current exploration licence expires in 2025 and the terms for agreeing the renewal of this licence and the commencement of production within the next two years are ongoing but are expected to be agreed later this year. MetalNRG will not be increasing its equity position and has received regular updates from LVG, who is looking to find a suitable partner to progress the project into production.

The total amount advanced to LVG was US$ 332,150 (£255,565) which was converted into the equivalent of AUD 434,439 on 29 January 2021 or 4,344,389 AUD 0.10 shares which is a 3.84% equity share in LVG. MetalNRG's carrying value of its investment in LVG is £255,565 (2021: £255,565) at the year end.

RESULTS AND DIVIDENDS

The loss of the Group for the year ended 31 December 2022, after taxation, attributable to equity holders of MetalNRG, the Parent Company, amounted to £2,218,437 (2021: £1,864,279).

The Directors do not recommend the payment of dividends but are working towards establishing a suitable dividend policy that can be considered in the future (2021: £nil).

EVENTS AFTER THE REPORTING PERIOD

There are no significant post period events to disclose for the year ended 31 December 2022, other than those set out in Note 24 to the Financial Statements.

MAIN TRENDS AND FACTORS LIKELY TO IMPACT FUTURE BUSINESS PERFORMANCE

The Board considers the following to be the key trends and factors that are likely to impact future business performance:

· General commodity cycle - Commodity prices, base and precious metals and gold specifically, have seen a marked improvement over the last year. The Board maintains a positive outlook for commodity prices, and the gold price in particular.

· Project development - the Company's partnership with EQTEC Plc on its EQTEC Italia MDC waste-to-energy project is expected to start generating revenues in the near term and the success of this project could lead to the Company investing in other similar projects in the future.

· Exploration results - the Management's ability to successfully execute MetalNRG's exploration strategy is a key factor in the future business performance of the Company. Specific business principles designed to maximize the Company's chances of long-term success in this regard are highlighted in the following section headed "Principal Risks and Uncertainties".

PRINCIPAL RISKS AND UNCERTAINTIES

Management of the business and the execution of the Board's strategy are subject to a number of key risks and uncertainties:

Mineral exploration

Inherent with mineral exploration is that there are no guarantees that the Company can identify a mineral resource that can be extracted economically. In order to minimise this risk and to maximise the Company's chance of long-term success, we are committed to the following strategic business principles:

· The Board regularly reviews the Company's exploration and development programmes and allocates capital in a manner that it believes will maximise risk-adjusted return on capital.

· The Board applies advanced exploration techniques to areas and regions that it believes are relatively under-explored historically.

· Exploration work is conducted on a systematic basis. More specifically, exploration work is carried out in a phased, results-based fashion and leverages a wide range of exploration methods including modern geochemical and geophysical techniques and various drilling methods.

· The Board focuses the Company's activities on jurisdictions that the Board believes represent low political and operational risk. Moreover, the Board strongly prefers to operate in jurisdictions where the Company's exploration teams have considerable 'on the ground' experience. At the present time, all of the Company's active exploration related projects are in Arizona, USA, a country with established mining codes, stable government, skilled labour force, excellent infrastructure and a well-established mining industry.

Commodity price risk

The principal commodities that are the focus of the Company's exploration and development efforts (precious metals and base metals specifically gold and copper) are subject to highly cyclical patterns in global demand and supply, and consequently, the price of those commodities can be highly volatile.

Recruiting and retaining highly skilled directors and employees

The Company's ability to execute its strategy is highly dependent on the skills and abilities of its people. The Board undertakes ongoing initiatives to foster good staff engagement and ensure that remuneration packages are competitive in the market.

Occupational health and safety

Every Director and employee of the Company is committed to promoting and maintaining a safe workplace environment, including adopting COVID safe work practices. The Company regularly reviews occupational health and safety policies and compliance with those policies. The Company also engages with external occupational health and safety expert consultants to ensure that policies and procedures are appropriate as the Company expands its activity levels.

Financing risk

Raising sufficient debt and equity to fund the Company's corporate and investments activities is crucial to enable the Group to maintain its investment strategy. The Board is confident that sufficient funding can be raised to progress its investment activities.

Interest rate risk

The Company's interest rate exposure arises mainly from the interest-bearing borrowings as disclosed in Note 15. All of the Company's facilities are at fixed interest rates and a provision for interest has been made in the accounts at the year end.

FINANCIAL INSTRUMENTS

The Group's financial instruments comprise investments, cash at bank and various items such as available for sale assets, other debtors, loans and creditors. The Group has not entered into derivative transactions and nor does it trade financial instruments as a matter of policy.

Credit Risk

The Group's credit risk arises primarily from cash at bank, other debtors and the risk that a counterparty fails to discharge its obligations. At 31 December 2022, (2021: £nil) no shares in the Company were un-paid for. The Board determined that the Company's investments of £175,000 in BritNRG Limited and £265,582 in IMC should be impaired in full. See 'Review of investments and operations' in the Strategic Report for more information.  

The Company's credit risk primarily arises from inter-company debtors, which are considered to form part of the Company's investment in the subsidiaries (see Note 11 to the Financial Statements) and cash at bank and other debtors. Should the subsidiaries' exploration activities not be successful, it is possible that these debtors may become irrecoverable.

Liquidity Risk

Liquidity risk arises from the management of cash funds and working capital. The risk is that the Group will fail to meet its financial obligations as they fall due. The Group operates within the constraints of available funds and cash flow projections are produced and regularly reviewed by management.

Interest rate risk profile of financial assets

The only financial assets (other than short term debtors) are cash at bank and in hand, which comprises money at call. The Directors believe the fair value of the financial instruments is not materially different to the book value.

Interest rate risk profile of financial liabilities

The only financial liabilities (other than short term creditors) are interest bearing loans and convertible loan notes. The Directors believe the fair value of the financial instruments is not materially different to the book value.

Foreign currency risk

The Group has a United States subsidiary and it operates in Europe through its UK subsidiary with an investment in Italy, which can affect the Group's sterling denominated reported results as a consequence of movements in the Sterling/US dollar/Euro exchange rates. The Group also incurs costs denominated in foreign currencies which gives rise to short term exchange risk. The Group does not currently hedge against these exposures as they are deemed immaterial and there is no material exposure as at the year end (2021: £nil).

Market risk

The Group is also exposed to market risk arising from unlisted investments which are stated at their fair value.

KEY PERFORMANCE INDICATORS (KPIs)

The Company's financial statements can provide a moment in time snapshot of the financial health of the Company but do not provide a reliable guide to the performance of the Company or its Board.

At this stage in the Company's development, the Directors regularly monitor key performance indicators associated with funding risk, being primarily projected cash flows associated with general administrative expenses and projected cash flows on a project-by-project basis. This year, the Company has been able to raise the funds as needed to finance its activities.

KPIs are not appropriate as a means of assessing the value creation of a company which is involved in natural resource investments, and which currently has no turnover. The Board considers that the detailed information in the Business Review in the Strategic Report is the most appropriate guide to the Group's performance during the year.

CORPORATE RESPONSIBILITY

MetalNRG aims to be socially and environmentally responsible, following and exceeding standards set for exploration and investment companies around the world. As a responsible operator, the Company has developed a Corporate Social Responsibility ("CSR") policy that aims to align exploration and investment activities with the expectation of local stakeholders in relation to environmental, economic and social impacts. As an explorer, MetalNRG's impact on local communities is the most significant area of focus. 

The firm's CSR framework places the emphasis on stakeholder engagement and information dissemination, ensuring the local community is aware of the Company plans and activities where appropriate.

GOVERNANCE

The Board considers sound governance as a critical component of the Company's success and the highest priority. The Company seeks to retain a strong non-executive presence drawn from varied backgrounds and with well-functioning governance committees. Through the Company's compensation policies and variable components of employee remuneration, the Remuneration Committee of the Board seeks to ensure that the Company's values are reinforced in employee behaviour and that effective risk management is promoted.

ANALYSIS BY GENDER

EMPLOYEES AND EMPLOYEE DEVELOPMENT

The Company is dependent upon the qualities and skills of its employees and their commitment plays a major role in the Company's business success. Employees' performance is aligned to the Company's goals through an annual performance review process and via incentive programmes. The Company provides employees with information about its activities through regular briefings and other media. The Company operates a share option scheme, operated at the discretion of the Remuneration Committee.

DIVERSITY AND INCLUSION

The Company does not discriminate on the grounds of age, gender, nationality, ethnic or racial origin, non-job-related-disability, sexual orientation or marital status. The Company gives due consideration to all applications and provides training and the opportunity for career development wherever possible. The Board does not tolerate discrimination of any form, positive or negative, and all appointments are based solely on merit.

HEALTH AND SAFETY

The Company includes Health and Safety ("H&S") procedures and frameworks in all of its planning and field activities, with an emphasis on top-down as well as bottom-up ownership and responsibility, quality training of all personnel, and risk assessments that go beyond mere regulatory compliance. Comprehensive Risk Assessments of Health and Safety Systems have been developed to identify existing risks, to implement relevant mitigation measures and to identify new risks before they may be directly applicable to our operations. MetalNRG's H&S strategy includes project and location specific training, H&S inductions, Emergency Response Plans and field team reporting procedures applied to MetalNRG's projects worldwide.

SECTION 172(1) STATEMENT

MetalNRG and its Board members understand the importance and relevance of considering stakeholder groups in long-term decision making; we therefore engage in a systematic manner with our key stakeholders.

First and foremost, the Directors act in a way that they consider, in good faith and with the information available, to be most likely to promote the success of our Company and of all our stakeholders. This includes considering the interests of employees, contractors, advisers and consultants, maintaining high standards of business conduct while considering the impact on communities and the environment.

Section 172 specifies that the Directors must act in good faith when promoting the success of the Company and have regards (amongst other things) to the following:

· the likely consequences of any Board decision in the long-term;

· to the extent the Company has employees, the interests of the Company's employees;

· the need to foster the Company's business relationships with suppliers, customers and others;

· the impact of the Company's operations on the community and the environment;

· the desirability of the Company's maintaining a reputation for high standards of business conduct;

· and to act fairly as between members of the Company

The Board of Directors is collectively responsible for the decisions made towards the long-term success of the Company.

Considering the broad range of interests in the Company is an important part of the way the Board makes decisions; however, in balancing those different perspectives, it won't always be possible to deliver everyone's desired outcome.

Engaging with stakeholders

We consistently engage with stakeholders to inform our decision making and to support the Board's understanding of how our activities impact them. Specifically, the Directors take time to meet and discuss various topics with our advisers, contractors, suppliers, brokers and our shareholders.

The Board considers and discusses information received from across the organisation to help it understand the impact of its operations, and the interests and views of our key stakeholders. The Board of Directors are presented with a CEO report and financial management accounts on a monthly basis and from time to time commentary from other relevant executive team members. The CEO report and financial management accounts form the basis for formal Board meetings. In addition to the formal Board meetings, informal meetings of the Board are also regularly held. At the beginning of each financial year, a strategic business plan and budgets are presented to the Board by the CEO and these form the basis for on ongoing and regular reviews of the Company's performance.

The Company regularly releases social media commentary, which any stakeholder can reply to, our PR advisers monitor comments on social media and will review the comments with the CEO and together they will develop and adjust their communications plan based on issues that arise.

As a result of these activities, the Board has an overview of engagement with stakeholders, and other relevant factors, which enables the Directors to comply with their legal duty under section 172 of the Companies Act 2006.

Employees, contractors and consultants

The Company has few employees, however we do work with a number of contractors and consultants and the Board will engage with all three of the above as we see them as an extension of the Company when working together. We hold regular face to face and virtual online meetings to ensure that all health & safety matters are adhered to and that the Company's Code of Business Conduct is followed by all. We also actively seek their input to further improve performance, health and safety and our own engagement processes. Due to the fact that we work with specialist consulting firms, we also recognise that in certain areas their knowledge and expertise might be better than our own and we will take advice from them but we will retain ultimate responsible on those matters.

Partners

The Company works in close partnership with EQTEC plc to develop waste to energy projects which is part of our efforts towards the achievement of zero emissions. Our first joint investment in Italy is a good example of how we work closely together in the interest of all stakeholders involved in the project. While recommissioning the plant, we have been involved in all the decision-making processes, engaging with local political representatives who have an interest in the project while at the same time working closely with the contractors and suppliers on site to secure ultimate success. We have attended regular meetings and are part of the Board of the SPV set up to manage the project.

Governments & Regulators

We seek to build strong and transparent relations with host governments and regulatory bodies. This is carried out by the Board members of the SPVs who are charged with developing the specific asset; together we will agree the framework to follow and they will adapt it to the local regulatory environment and report back to the Company's main Board via monthly reports. These reports are discussed at Board meetings and the CEO is charged with supplying the SPVs' managements and Board with feedback. For example, our partner in Kyrgyzstan holds regular meetings with government representatives in country seeking to resolve the uranium mining licence suspension in country. Prior to any meeting, we discuss our approach internally and following every meeting the local management team supplies the Board with a written report on the meeting and supplies us with any written correspondence along with its translation; the Board will then discuss these documents and will supply feedback where required.

Community & Environment

MetalNRG is extremely conscious of the potential impact on the environment its activities may have and also on the local communities. As a Board we consider these aspects carefully in our decision making and we ensure that environmental considerations and implications are integrated in the business plans developed by the SPVs developing specific assets. The SPVs also have to follow their industry requirements on environmental impact and in most of our assets environment impact studies must be presented to the regulators. The Company's Board will work with the SPVs' managements to adhere to the regulators requirements and provide guarantees as and when they might be required.

Maintaining High standards of Business Conduct

MetalNRG is incorporated in the UK and governed by the Companies Act 2006. The Company has adopted a Code of Business Conduct and the Board recognises the importance of maintaining a good level of corporate governance, which, together with the requirements to comply with Market Regulatory rules, ensures that stakeholders interests are safeguarded. The Board requires ethical behaviour and business practices to be implemented throughout its business and the SPVs it has an interest in. Our anti-bribery statement is clear and straight-forward and the Company expects and demands professional, honest and fair behaviour at all times and there is a zero tolerance for bribery and unethical behaviour, which as a Board we follow with conviction.

Shareholders

As a company whose issued ordinary share capital is listed on the standard segment of the Official List and which are traded on the Main Market for listed securities of the London Stock Exchange, the Board responsibilities are clear and our legal advisers work closely with us on ensuring the Company's compliance. The investor section on our web site serves as our primary method for shareholder communications and on which we publish our reports, results and other relevant information on the Company and its assets. Regular dialogue is maintained with our shareholders through presentations, meetings and social media. The Company conducts a quarterly review of its shareholders and reviews the results at Board level, the Board also engages formally with shareholders at the AGM.

The requirements for compliance to section 172 of the Companies Act will be monitored on an ongoing basis and the Board is committed to making ongoing improvements in this area.

CLIMATE RELATED FINANCIAL DISCLOSURES

Introduction

MetalNRG knows that transparency regarding climate-related risks and opportunities is critical to maintaining the trust of our stakeholders and allows our investors to better understand the implications of climate change. This is why we are adopting the recommendations of the Task Force on Climate-related Financial Disclosures (the "TCFD"). Our first report is aligned to the TCFD's guidelines and is structured into four sections: Governance, Risk Management, Strategy and Metrics & Targets. These topics align to the TCFD's recommended disclosures and provide a comprehensive view into how we understand and manage the risks and opportunities associated with climate change at MetalNRG.

Governance

The Board of Directors actively oversees MetalNRG's investment strategy. At each Board meeting our Board engages in robust discussions about its current investments and any potential investment opportunities where they address any emerging challenges and disruptions. At the same time, our Board works with senior management to develop a comprehensive view of MetalNRG's short and long-term business risks. Both our Board and senior management team recognise that operating responsibly, which includes minimizing the environmental impact of our operations, is fundamental to the long-term success of MetalNRG. We believe building a better future involves making climate awareness "business as usual" throughout our organization, starting at the top.

Our Board oversees the management of specific risks and opportunities, including climate-related risks and opportunities. The senior management team provides regular updates to our Board on their activities and, in addition, our Board reviews the risks associated with MetalNRG's investment strategy throughout the year.

Risk Management

MetalNRG recognises that climate change risk is a global issue that may impact how we run our business, both today and in the future. As such, we continue to look for ways to improve our understanding of climate-related risks. However, although the impact of climate change is relatively low at this stage in MetalNRG's development, we are conscious that "doing nothing" isn't an acceptable response to the impact climate change may have on the business in the future. We are therefore working to integrate climate risk variables into our overall risk management process and establish formal multi-disciplinary processes that engage both our Board and senior management team.

Strategy

MetalNRG operates from a corporate head office in the UK but holds investments in several global jurisdictions including the UK, USA (through its wholly owned subsidiary, Gold Ridge Holdings Ltd), Tanzania and Italy (through its wholly owned subsidiary, MetalNRG Eco Ltd). The nature of these investments includes oil and gas, gold and copper exploration, mining and extraction and producing energy from waste.

The Board is conscious of the inherently "dirty" nature of mining and exploration activities. However, the Board actively encourages its investment partners to operate within international mining guidelines and to carry out its activities using the most up-to-date equipment. In fact, as part of MetalNRG's due diligence undertaken prior to any investment, it insists that any mining and exploration activities are carried out within the International Council on Mining and Metals' ("ICMM") mining principals. 

In addition, MetalNRG's most recent investment in a waste-to-energy facility in Italy (through its wholly owned subsidiary, MetalNRG Eco Ltd) in conjunction with its partner, EQTEC plc, which utilises its advanced gasification technique to convert agricultural and forestry waste into electrical power and biochar, is evidence of MetalNRG's commitment to investing in clean energy production.

Metrics & Targets

MetalNRG is committed to reducing its impact on the environment in all aspects of its business activities and in all jurisdictions in which it operates. The Board engages with all its key stakeholders and partners and encourages the reduction of Co2 emissions throughout the value chain to promote an environment that actively strives towards achieving 'net zero' by 2035. However, at this stage in the Company's development there are no formal metrics or targets to measure the Company's emissions against, but the Board continues to review the need to implement metrics & targets. 

CAPITAL MANAGEMENT

The Company's objective when managing capital is to safeguard the Group's ability to continue as a going concern and develop its mining, exploration and investment activities to provide returns for shareholders. The Group's funding comprises equity and debt. The Directors consider the Company's capital and reserves to be capital. When considering the future capital requirements of the Group and the potential to fund specific project development via debt, the Directors consider the risk characteristics of all the underlying assets in assessing the optimal capital structure. This includes the Company's ability to maintain the investment for the foreseeable future, its ability to settle any outstanding debt and the potential return on the investment to shareholders.

DIRECTORS' REPORT

The Directors are pleased to submit their Annual Report and audited financial statements for MetalNRG plc ("MetalNRG" or the "Company" and collectively with its subsidiaries the "Group") for the year ended 31 December 2022.

The Strategic Report contains details of the Group's principal activities and includes an Operational Review which provides detailed information on the development of the Group's businesses during the year ended 31 December 2022 and which provided indications of likely future developments and events that have occurred after the Balance Sheet date. The Strategic Report also contains details of the Company's Principal Risks and Uncertainties of the Group's exposure to risks and uncertainties and the Company's risk management.

This Directors' Report includes the information required to be included under the Companies Act 2006 or, where provided elsewhere, an appropriate cross-reference is given. The Corporate Governance Statement, approved by the Board, is provided and is incorporated by reference herein.

GOING CONCERN

In common with many other natural resource investing and mineral exploration companies, the Company raises finance for its natural resources and energy investing activities in tranches as and when required. When any of the Group's projects move to the development stage specific project financing is required.

The Directors prepare budgets that extend beyond the period of 18 months from the date of this report. Taking into account the Company's cash resources at the year end, these projections include the proceeds of further fundraisings that may be required within the next 12 months to meet the Group's overheads and planned project expenditure and maintain the Company and its subsidiaries as going concerns. Although the Company has been successful in raising funding in the past, there is no guarantee that it will be able to raise sufficient funding in the future. This represents a material uncertainty related to events or conditions which may cast significant doubt on the Company's and the Group's ability to continue as going concerns and accordingly the Company and the Group may be unable to realise their assets and discharge their liabilities in the normal course of business. Nevertheless, the Directors are confident that that they will be able to secure additional funding when required to meet further costs for the foreseeable future as well as its corporate overheads and the Directors therefore believe that the going concern basis is appropriate for the preparation of the Group's financial statements.

RISKS AND UNCERTAINTIES AND FINANCIAL INSTRUMENTS

The business of mineral exploration, evaluation and development has inherent risks. The Company's exposure to risks is explained in Principal Risks and Uncertainties in the Strategic Report together with the policies of the Board for the review and management of those risks.

THE GROUP'S PERFORMANCE AND FUTURE DEVELOPMENTS

A review of the Group's projects and their performance during the financial year and details of future developments and an indication of the outlook for the future, are contained in the Strategic Report.

The Board will continue with its strategic plans to generate growth in value for shareholders in line with its business model which is explained in the Strategic Report.

DIRECTORS

The Directors of the Company during the year were:

Christopher Peter Latilla-Campbell - Non-Executive Chairman of the Board and Chairman of the Audit Committee

Rolf Ad Gerritsen - Executive Director

Christian Schaffalitzky de Muckadell - Non-Executive Director and Chairman of the Remuneration Committee

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

The Board retains control of the Group with day-to-day operational control delegated to Rolf Gerritsen, the Chief Executive Officer. The full Board meets at least 4 times a year and on other occasions when necessary. During the financial year under review the Directors held 7 Board Meetings, all of which were held by video conference.

A table setting out the Directors' attendance at Board and Committee meetings during the financial year under review is set out below.

DIRECTORS' INTERESTS

The Directors who served during the year under review and their beneficial interests (held directly or indirectly, including interests held by spouses, children and associated parties) in the Company's ordinary shares as at 31 December 2022 are set out below:

* Christopher Latilla-Campbell's interests includes 24,750,000 ordinary shares held by Buchanan Trading Inc, in whose shares he is deemed to be interested, as he is a potential beneficiary of a discretionary trust which controls it. In addition, Mr. Latilla-Campbell is the beneficial owner of 100,000 ordinary shares held by London Finance & Investment Corporation, a company he is a director of. Mr. Latilla-Campbell is also the beneficial owner of 8,523,775 ordinary shares held by CGWL Nominees Ltd.

** Rolf Gerritsen's interests includes 30,109,573 ordinary shares held by Pearman Investment Partners LLP, a company Mr. Gerritsen is a designated member of.

DIRECTORS' WARRANTS AND OPTIONS

As at 31 December 2022, the Directors held the following warrants and options over the Company's ordinary shares:

Christopher Latilla-Campbell holds 1,500,000 options exercisable within 3 years from 1 February 2021 at an exercise price of 0.67p per share.

Rolf Gerritsen holds 5,977,612 options exercisable within 3 years from 1 February 2021 at an exercise price of 0.67p per share.

Christian Schaffalitzky de Muckadell holds 1,500,000 options exercisable within 3 years from 1 February 2021 at an exercise price of 0.67p per share.

Save for the options referred to above, none of the Directors held any other options or warrants over the Company's ordinary shares as at 31 December 2022.

SHARE CAPITAL

The Company's issued ordinary share capital is listed on the standard segment of the Official List and the ordinary shares are admitted to trading on the Main Market for listed securities of the London Stock Exchange. As at 31 December 2022, the Company had 1,231,704,269 ordinary shares of £0.0001 in issue.

RE-ELECTION OF DIRECTORS

At the next Annual General Meeting of the Company, to be held on 28 July 2023, all of the Directors will retire in accordance with the Articles of Association and, being eligible, offer themselves for re-election. 

INDEPENDENT ADVICE TO THE BOARD

The Board has the ability to seek independent professional advice and during the year and in the previous year the Board sought independent legal advice from Orrick, Herrington & Sutcliffe (UK) LLP and CMS Cameron McKenna Nabarro Olswang LLP during its dispute with BritNRG Limited et el.

SUBSTANTIAL INTERESTS

As at 30 June 2023, the Company had been notified that, other than the Directors, the following shareholders were interested in 3% or more of the issued ordinary share capital of the Company:

The Company is not aware of any other interests which may be 3% or more.

MATTERS COVERED IN THE STRATEGIC REPORT

The business review, review of KPI's and details of future developments are included in the Strategic Report.

ENVIRONMENTAL RESPONSIBILITY

The Company is aware of the potential impact that its subsidiary companies may have on the environment. The Company policy is to follow the best international practice in mitigating and minimising impacts through exploration and mining activities. The Company ensures that it and its subsidiaries comply with the local regulatory requirements and industry standards for environmental and social risk management.

CO2 EMISSIONS

Given the early developmental stage of the projects in the Group portfolio, the Board does not consider it a practical possibility to reliably assess the carbon emissions of the Group's operations and so has not included disclosure of emissions estimates in this Annual Report. The Board will continue to assess the possibility of measuring these levels as the Company continues to grow and develop.

POLITICAL AND CHARITABLE DONATIONS

No political or charitable donations have been made during the year under review.

POST PERIOD EVENTS

See the Strategic Report and Note 24 to the Financial Statements.

DISCLOSURE GUIDANCE AND TRANSPARENCY RULES - COMPLIANCE STATEMENT

The following disclosures relating to the Company's share capital and control and its Directors are made pursuant to Rule 7.2.6.R of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs").

As at 31 December 2022:

a) Details of significant direct or indirect holdings of ordinary shares in the capital of the Company are set out above in this Directors' Report.

b) The Company is not aware of any agreements between shareholders which may result in restrictions on the transfer of securities or on voting rights.

c) There are no persons who hold securities carrying special rights regarding control of the Company.

d) The Company is not a party to any significant agreements which take effect, alter or terminate upon a change of control of the Company following a takeover bid.

e) All ordinary shares carry one vote per share without restriction.

f) The Company's rules about the appointment and replacement of directors are contained in the Company's Articles of Association and accord with the Companies Act 2006. Amendments to the Company's Articles of Association must be approved by the Company's shareholders by passing a special resolution.

g) The Company may exercise in any manner permitted by the Companies Act 2006 any power which a public company limited by shares may exercise under the Companies Act 2006. The business of the Company is managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that the Companies Act 2006 or the Articles of Association requires the Company to exercise.

h) Subject to any rights and restrictions attached to a class of shares and in compliance with the Companies Act 2006, the Company may allot and issue unissued shares and grant options over unissued shares, on any terms, at any time and for any consideration, as the Directors resolve. This power of the Company can only be exercised by the Directors. The Company may reduce its share capital and buy-back shares in itself on any terms and at any time. However, the Companies Act 2006 sets out certain procedures which must be followed in relation to reductions in share capital and the buy-back of shares.

DISCLOSURE OF INFORMATION TO THE AUDITOR

In the case of each person who was a Director at the time this report was approved:

· so far as that Director was aware there was no relevant audit information of which the Company's auditor was unaware; and

· that Director had taken all steps that the Director ought to have taken as a director to make himself or herself aware of any relevant audit information and to establish that the Company's auditor was aware of that information.

This information is given and should be interpreted in accordance with the provisions of section 418 of Companies Act 2006.

AUDITORS

RPG Crouch Chapman LLP were appointed as the Company's Auditors on 5 April 2023. A resolution to re-appoint RPG Crouch Chapman LLP will be proposed at the next Annual General Meeting of the Company, to be held on 28 July 2023.

Approved by the Board of Directors

and signed on behalf of the Board

Rolf Gerritsen

Director 

30 June 2023

Directors' responsibilities for the financial statements

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the group and parent company financial statements in accordance with applicable law and International Financial Reporting Standards ("IFRSs") as adopted by the European Union and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the Group and of the profit or loss of the Group for that year.

In preparing those financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and accounting estimates that are reasonable and prudent;

· state whether applicable IFRSs as adopted by the European Union have been followed subject to any material departures disclosed and explained in the financial statements; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company/Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

They are further responsible for ensuring that the Strategic Report and the Directors' Report and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United Kingdom.

The Directors, after making enquiries, have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. They therefore continue to adopt the going concern basis in preparing the accounts.

Auditor

RPG Crouch Chapman LLP has signified its willingness to be appointed as independent auditor to the Company. Under the Companies Act 2006 section 487(2) RPG Crouch Chapman LLP will be automatically re-appointed as auditor 28 days after these financial statements are sent to members, unless the members exercise their rights under the Companies Act 2006 to prevent the re-appointment.

The Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Company's independent auditor for the purposes of the audit and to establish that the independent auditor is aware of that information. The Directors are not aware of any relevant audit information of which the independent auditor is unaware.

Website publication

The maintenance and integrity of the MetalNRG website is the responsibility of the Directors; the work carried out by the independent auditor does not involve the consideration of these matters and, accordingly, the independent auditor accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the MetalNRG website. Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

CHAIRMAN'S STATEMENT ON CORPORATE GOVERNANCE

The Board considers the Corporate Governance Code 2018, published by the Quoted Companies Alliance (the "QCA Code"), to be the most suitable corporate governance code for the Company. The Company has adopted the QCA Code and the Principles which it contains. The QCA Code's 10 Principles and an explanation of how these are complied with by the Company are set out after this overview. 

The Board is collectively responsible to shareholders for the success of the Group. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company, establishing the policies of the Company and appraising the making of all material investments.

It is also the Board's responsibility to oversee the financial position of the Company and to monitor the business and affairs of the Company on behalf of the shareholders, to whom the directors are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board will also address issues relating to internal control and the Company's approach to risk management. To this end, the Company has established an audit committee of the Board (the "Audit Committee") with formally delegated duties and responsibilities.

The Audit Committee, which comprises myself, Christopher Latilla-Campbell, as Chairman and Christian Schaffalitzky de Muckadell will meet at least twice a year. The Audit Committee will be responsible for the Company's internal controls and ensuring that the financial performance of the Group is properly measured and reported. In addition, the Audit Committee will receive and review reports from management and the auditor relating to the interim report, the annual report and accounts and the internal control systems of the Company. There is no internal audit function, however the Audit Committee is responsible for ensuring that the interim and annual financial statements comply with appropriate accounting policies, practices and legal requirements, to recommend to the Board their adoption, and to consider the independence of and to oversee the management's appointment of the external auditor.

The Audit Committee will also make recommendations to the Board on the appointment of the auditor and the audit fee.

The Company has also established a remuneration committee of the Board (the "Remuneration Committee") with formally delegated duties and responsibilities.

The Remuneration Committee which comprises Christian Schaffalitzky de Muckadell as Chairman and myself, Christopher Latilla-Campbell, will meet at least once a year, however the Remuneration Committee held no meetings this year. The Remuneration Committee will be responsible for reviewing, determining and recommending to the Board the future policy for the remuneration of the executive directors and officers. The Remuneration Committee will consider base fees, salaries and incentive entitlements and awards and, where appropriate, pension arrangements. The aggregate remuneration of the directors is limited by the Company's Articles of Association and this aggregate amount can only be changed by the Company in general meeting.

The Company's diversity and inclusion policy is included within the Strategic Report.

The Board has adopted a share dealing code (the "Dealing Code") regulating trading in the Company's shares for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are listed on the Official List and admitted to trading on the Main Market for listed securities of the London Stock Exchange (particularly relating to dealing during closed periods which will be in line with the Market Abuse Regulation). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of the Dealing Code.

The Board currently comprises three directors of which two are non-executive and one is executive. The Board as a whole believes that its current composition provides an appropriate level of balance in the Board and the Company's management. However, the Board is currently considering the possibility of making an additional appointment to the Board.

Christopher Latilla-Campbell

Non-Executive Chairman

CORPORATE GOVERNANCE STATEMENT

QCA Code and Company compliance  

The QCA Code, which the Company has adopted, contains 10 Principles which are set out below together with an explanation of how the Company applies each Principle.

Principle One: Establish a strategy and business model which promote long-term value for shareholders.

The Company has a clearly defined strategy and business model which has been adopted and implemented by the Board and which it believes will achieve long term value for the shareholders. Details of the Company's strategy are set out in the Strategic Report. 

Principle Two: Seek to understand and meet shareholder needs and expectations.

The Board is committed to maintaining good communications with its shareholders and with investors with a view to understanding their needs and expectations. The Board and, in particular, the Chairman and Chief Executive Officer, maintain close contact with many of the shareholders.

All shareholders are encouraged to attend the Company's Annual General Meetings where they can meet and directly communicate with the Board. Shareholders and investors are also able to meet with members of the Board at investor presentations and investor shows where the Company may be attending as a presenter or an exhibitor and where up to date corporate presentations may be made after which members of the Board are available to answer questions from shareholders and investors.

The Company publishes an Annual Report and Accounts and an Interim Results Announcement both of which are posted to the Company's website. The Annual Report and Accounts provides shareholders and investors with details of the Company's Financial Statements for the financial year under review together with the Strategic and Directors' Reports and other reports. The Interim Results Announcement provides shareholders and investors with details of the Company's Financial Statements for the six months under review together with Operational Highlights and a Business Review.

The Company also provides regular regulatory announcements and business updates through the Regulatory News Service (RNS) and copies of such announcements are posted to the Company's website. The Company also provides information and topics for discussion through social media channels.

Shareholders and investors also have access to information on the Group through the Company's website, www.metalnrg.com, which is updated on a regular basis and which also includes the latest corporate presentation on the Group.

Principle Three: Take into account wider stakeholder and social responsibilities and their implications for long-term success.

The Board recognises that the long-term success of the Group is reliant on the efforts and participation of its staff, partners, contractors, suppliers, advisers, and other stakeholders. The Board maintains close contact and liaison with these important relationships.

The Board is very aware of the significance of social, environmental and ethical matters affecting the business of the Group.

The Company will engage positively and seek to develop close relationships with local communities, regulatory authorities and stakeholders which are in close proximity to or connected with its overseas operations and, where appropriate, the Board will take steps to safeguard the interests of such stakeholders.

The Board plans, in due course, to adopt appropriate environmental and corporate responsibility policies to ensure that the Group's activities have minimal environmental impact on the local environment and communities close to the Group's projects.

Principle Four: Embed effective risk management, considering both opportunities and threats, throughout the organisation.

Mining exploration, evaluation and development generally carry high levels of risk and the Board recognises that the principal risks and uncertainties facing the Group at this stage in relation to its projects are inherently high.

The Board regularly reviews its business strategy and, in particular, identifies and evaluates the risks and uncertainties which the Group is or may be exposed to. As a result of such reviews, the Board will take steps to manage risks or seek to remove or reduce the Group's exposure to them as much as possible. The risks and uncertainties to which the Group is exposed at present and in the foreseeable future are detailed in Principal Risks and Uncertainties in the Strategic Report together with risk mitigation strategies employed by the Board.

Principle Five: Maintain the Board as a well-functioning, balanced team led by the Chairman.

Christopher Latilla-Campbell, the non-executive Chairman, leads the Board and is responsible for the effective performance of the Board through control of the Board's agendas and the running of its meetings at which, through the review and discussion of management reports, the Group's performance can be regularly monitored. Christopher Latilla-Campbell, in his capacity as non-executive Chairman, also has overall responsibility for the corporate governance of the Company. The day to day running of the Group is delegated to Rolf Gerritsen, the Chief Executive Officer. 

The Board holds Board meetings at least four times a year and periodically, as and when issues arise which require the attention of the Board. Prior to such meetings, the Board's members receive an appropriate agenda and relevant information and reports for consideration on all significant strategic, operational and financial matters and other business and investment matters which may be discussed and considered.

The Board is supported by the Audit and Remuneration Committees, details of which are set out above.

In accordance with the Company's Articles of Association, all Directors are required to retire each year at the Company's Annual General Meeting and the retiring Directors may offer themselves for re-election.

Principle Six: Ensure that between them the directors have the necessary up to date experience, skills and capabilities.

The Directors have a wide range of skills and experience which cover sector, technical, financial, operational and public markets areas which are relevant to the management of the Group's business. 

Details of the current Board of Directors' biographies are set out in the 2022 Annual Report & Accounts.

The Board regularly reviews its structure and whether it has the right mix of relevant skills and experience for the effective management of the Group's business. The Board considers that the current balance of sector, technical, financial, operational and public markets skills and experience which its directors have is appropriate at present given the current size and stage of development of the Company. 

The Directors maintain their skills through membership of various professional bodies, attendance at mining conferences and seminars and through their various external appointments.

All Directors have access to the Company Secretary, City Group PLC, which is responsible for ensuring that Board procedures and applicable rules and regulations are observed and relevant corporate and regulatory information is provided to the Directors.

Principle Seven: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

The Board's performance as a whole is reviewed and considered in the light of the progress and achievements against the Group's long-term strategy and its strategic objectives. This progress is regularly reviewed in Board meetings and the structure, size and composition of the Board are also considered.

All Directors are encouraged to maintain personal continuing professional education programmes and all Directors are entitled to receive relevant and appropriate training if required.

Principle Eight: Promote a corporate culture that is based on ethical values and behaviours.

The Company has established corporate governance arrangements which the Board believes are appropriate for the current size and stage of development of the Company. 

The Company has adopted a number of policies applicable to directors, officers and employees and, in some cases, to suppliers and contractors as well, which, in addition to the Company's corporate governance arrangements set out above, are designed to provide the Company with a positive corporate culture that understands and meets shareholder and stakeholder needs and expectations whilst delivering long-term value for shareholders. The Company's policies include a Dealing Code; an Insider Dealing and Market Abuse Policy, an Anti-Bribery and Corruption Policy, a Whistleblowing Policy, a Social Media Policy and the Company's Code of Business Conduct;

The Board recognises that its mineral exploration and development activities can have an impact on the local environment and communities in close proximity to its operations. The Company seeks to engage positively and to develop close relationships with local communities, regulatory authorities and stakeholders which are in close proximity to or connected with its operations and where appropriate the Board will take steps to safeguard the interests of such stakeholders. 

Principle Nine: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.

Whilst the Board has overall responsibility for all aspects of the business, Christopher Latilla-Campbell, the non-executive Chairman, is responsible for overseeing the running of the Board and ensuring that Board focuses on and agrees the Group's long-term direction and its business strategy and reviews and monitors the general performance of the Group in implementing its strategic objectives and its achievements. Key operational and financial decisions are reserved for the Board through quarterly and periodic project reviews, annual budgets, and quarterly budget and cash-flow forecasts and on an ad hoc basis where required.

As non-executive Chairman, Christopher Latilla-Campbell has overall responsibility for corporate governance matters in the Group. Christopher Latilla-Campbell and Christian Schaffalitzky de Muckadell, the Company's two non-executive Directors, are responsible for bringing independent and objective judgment to Board decisions.

The Board delegates authority to two Committees to assist in meeting its business objectives whilst ensuring a sound system of internal control and risk management. The Committees meet independently of Board meetings.

The Board notes that additional information supplied by the Remuneration Committee and by the Audit Committee has been disseminated across the whole of this Annual Report, rather than included as separate Committee Reports.

Remuneration Committee

The Remuneration Committee comprises Christian Schaffalitzky de Muckadell and Christopher Latilla-Campbell and is chaired by Christian Schaffalitzky de Muckadell. The Committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of shareholders and the performance of the Company. The remuneration committee did not meet during the year under review.

Audit Committee

The Audit Committee comprises Christopher Latilla-Campbell and Christian Schaffalitzky de Muckadell and is chaired by Christopher Latilla-Campbell. The Audit Committee is responsible for ensuring that the financial performance, position, and prospects of the Group are properly monitored and reported on and for meeting with the auditor and reviewing audit reports relating to the Group's accounts. The Audit Committee is required to report formally to the Board on its proceedings after each meeting on all matters for which it has responsibility. The audit committee met twice during the year under review.

The Group's external auditor is RPG Crouch Chapman LLP who were appointed on 5 April 2023 after the resignation of the Group's previous auditor, Edwards Veeder (UK) Limited, on that same date. The role of external auditor last went to tender in 2006. The Audit Committee closely monitors the level of audit and non-audit services that they provide to the Company and Group.

Having assessed the performance, objectivity and independence of the auditors, the Committee will be recommending the reappointment of RPG Crouch Chapman LLP as auditors to the Company at the 2023 Annual General Meeting. During the year to 31 December 2022 the Audit Committee considered the following key issues in relation to the Financial Statements:

Nomination Committee

The Board as a whole will be responsible for the appointment of executive and Non-Executive Directors. The Board does not currently believe it is necessary to have a separate nominations committee at this time. The requirement for a nominations committee will be considered on an ongoing basis.

Rolf Gerritsen, the Chief Executive Officer, has the responsibility for implementing the strategy of the Board and managing the business activities of the Group on a day-to-day basis.

City Group, the Company Secretary, is responsible for ensuring that Board procedures are followed, and applicable rules and regulations are complied with.

Principle Ten: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The Company is committed to maintaining good communication with its shareholders, the Company's key stakeholder group. Members of the Board regularly communicate with, and encourage feedback from, its shareholders. The Company's website is regularly updated and users, including shareholders, can contact the Company using the contact details on the website should stakeholders wish to make enquiries of management.

The Group's financial reports, its Annual Report and Accounts and Interim Results Announcements, can be found in the Investors section of the website, www.metalnrg.com.

Notices of General Meetings are posted to shareholders and copies for past years are available on the Company's website.

The results of voting on all resolutions in future general meetings will be posted to the Company's website, including any actions to be taken as a result of resolutions for which votes against have been received from 20 per cent or more of independent votes cast.

This Corporate Governance Statement will be reviewed at least annually to ensure that the Company's corporate governance framework evolves in line with the Company's strategy and business plan.

DIRECTORS' REMUNERATION REPORT

The Company has established a Remuneration Committee which is responsible for reviewing, determining and recommending to the Board the future policy for the remuneration of the Directors, the scale and structure of the Directors' fees, taking into account the interests of shareholders and the performance of the Company and Directors.

The items included in this report are audited unless otherwise stated.

Statement of MetalNRG Plc's policy on directors' remuneration by the Chairman of the Remuneration Committee, Christian Schaffalitzky de Muckadell

As Chairman of the Remuneration Committee, I am pleased to introduce our Directors' Remuneration Report. The Directors' Remuneration Policy, which is set out below, will be submitted to shareholders for approval at our Annual General Meeting on 28 July 2023.

A key focus of the Directors' Remuneration Policy is to align the interests of the Directors to the long-term interests of the shareholders and it aims to support a high-performance culture with appropriate reward for superior performance, without creating incentives that will encourage excessive risk taking or unsustainable company performance. This will be underpinned through the implementation and operation of incentive plans.

The Remuneration Committee which comprises myself as Chairman, and Christopher Latilla-Campbell, will meet at least once a year. However, the Remuneration Committee agreed not to meet this year due to the ongoing legal process and there were no remuneration related matters requiring attention. Executive Directors' and Officers' remuneration is set at these meetings although Board meetings are held where the remuneration of Directors and the Remuneration Committee's recommendations are considered.

Remuneration Components

The Company remunerates Executive Directors and Officers in line with best market practice in the industry in which it operates. The components of Director remuneration that are considered by the Board for the remuneration of Directors consist of:

· Base salaries

· Pension and other benefits

· Annual bonus

· Share incentive arrangements

· Share options

Rolf Gerritsen, Chief Executive Officer, and Windell Callaghan, MetalNRG's Chief Financial Officer, have entered into service agreements with the Company and are also paid base salaries. Christopher Latilla-Campbell and Christian Schaffalitzky de Muckadell are appointed by letters of appointment and are paid Directors' fees.

All such contracts impose certain restrictions as regards the use of confidential information and intellectual property and the executive Directors' and Officer's service contracts impose restrictive covenants which apply following the termination of the agreements.

Other matters

In February 2021, the Company introduced a Share Option Plan 2021 (the "Plan") for executives and selected senior management, designed to promote the retention, recruitment and incentivisation of the Company's leadership team.

The Company has established a workplace pension scheme and Rolf Gerritsen and Windell Callaghan qualify whereas Christopher Latilla-Campbell is eligible under the auto-enrolment pension rules. The workplace pension scheme currently pays pension amounts in relation to directors' and officer's remuneration. The Company has not paid out any excess retirement benefits to any directors or past directors.

Recruitment Policy

Base salary levels take into account market data for the relevant role, internal relativities, their individual experience and their current base salary. Where an individual is recruited at below market norms, they may be re-aligned over time, subject to performance in the role. Benefits will generally be in accordance with the approved policy. For external and internal appointments, the Board may agree that the Company will meet certain relocation and/or incidental expenses as appropriate.

Payment for loss of Office

If a service contract is to be terminated, the Company will determine such mitigation as it considers fair and reasonable in each case.

The Company reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or by way of settlement or compromise of any claim arising in connection with the termination of an executive director's office or employment.

Service Agreements and Letters of Appointment

In accordance with the Articles of Association, all the Directors are subject to their re-election by the Company's shareholders at Annual General Meetings.

The Executive Director's and the Officer's service agreements are set out in the table below. The agreements are not for a fixed term and may be terminated by either the Company or the Executive Director or the Officer on giving appropriate notice.

Details of the terms of the agreement for the Executive Director and the Officer are set out below:

The Non-Executive Directors of the Company have been appointed by letters of appointment. Each Non-Executive Director's term of office runs for an initial period of three years and thereafter, with the approval of the Board, will continue subject to periodic retirement and re-election or termination or retirement in accordance with the terms of the letters of appointment.

The details of each Non-Executive Director's current term are set out below:

Executive directors' remuneration - Audited

The table below sets out the remuneration received by the Executive Directors for the year ended 31 December 2022:

Mr Gerritsen's remuneration includes a salary and bonus paid under PAYE, reimbursement of expenses and consultancy fees paid to his consulting businesses, ECRG Consulting Ltd and RCA Associates Ltd. During the year consulting fees totalling £37,625 was paid to ECRG Consulting Ltd and £37,625 was paid to RCA Associates Ltd.

Pension contributions totalling £1,321 (2021: £1,319) were paid by the Company into Mr Gerritsen's workplace pension scheme of which £110 remained unpaid at the end of the year (2021: £110).

The Board recognises the importance of linking executive director remuneration against total shareholder return ("TSR"). The graph below represents the executive's total remuneration against TSR for the previous three years.

Officer's remuneration - Audited

The table below sets out the remuneration received by the Officer for the year ended 31

December 2022:

Pension contributions totalling £1,163 (2021: £1,088) were paid by the Company into Mr Callaghan's workplace pension scheme of which £97 remained unpaid at the end of the year (2021: £97).

* W Callaghan resigned as an employee on 1 January 2023.

Non-executive directors' remuneration - Audited

The table below sets out the remuneration received by the Non-Executive Directors during the year ended 31 December 2022:

Pension contributions totalling £263 (2021: £263) were paid by the Company into Mr Latilla-Campbell's workplace pension scheme of which £22 remained unpaid at the end of the year (2021: £22). Mr Schaffalitzky is not eligible to receive pension contributions.

Relative importance of spend on pay

The table below illustrates a comparison between Directors' total remuneration to distributions to shareholders and loss before tax for the financial year ended 31 December 2022:

Total Director remuneration includes salaries and fees, for directors in continuing operations. Further details on Directors' remuneration are provided in Note 6 to the Financial Statements.

Group operational cash inflow has been shown in the table above as cash flow monitoring and forecasting is an important consideration for the Board when determining cash-based remuneration for directors and employees. The operational cash inflow is derived predominantly from the collection of a significant portion of the Companies outstanding receivable which was due from BritNRG et el.

Consideration of shareholder views

The Board considers shareholder feedback received and guidance from shareholder bodies. This feedback, plus any additional feedback received from time to time, is considered as part of the Company's annual policy on remuneration.

Approved on behalf of the Board of Directors

Christian Schaffalitzky de Muckadell

Chairman of the Remuneration Committee

30 June 2023

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF METALNRG PLC

FOR THE YEAR ENDED 31 DECEMBER 2022

Opinion

We have audited the financial statements of MetalNRG plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the Consolidated statement of comprehensive income, the Consolidated statement of changes in equity, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted in the United Kingdom (IFRS).

In our opinion, the financial statements:

· give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2022 and of the group's loss for the year then ended;

· have been properly prepared in accordance with IFRS; and;

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to the going concern note in the accounting policies, concerning the Group's ability to continue as a going concern. The matters explained indicate that the Group need to recover legal costs from the defendants following its successful litigation outcome announced earlier in the year.

As at the date of approval of these financial statements the timing of these cash receipts, and the ability of the defendants to pay the outstanding legal costs in full is uncertain. These events or conditions along with the matters set forth in in the accounting policies indicate the existence of a material uncertainty which may cast significant doubt over the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

We have highlighted going concern as a key audit matter. In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Group and the Parent Company's ability to adopt the going concern basis of accounting includes (but not limited to):

· Review of managements cash flow projections for the period ended 30 June 2024;

· Review of management's assumptions based on historical expenditure and contractual commitments;

· Sensitivity analysis on cash flow forecast to consider the available headroom under different reasonably possible scenarios;

· Consideration of certainty of receipt of finance inflows including review of conditions precedent on financing agreements; and

· Review of adequacy and completeness of disclosures in the financial statements in respect of the going concern assumption.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our approach to the audit

In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the industry in which they operate.

Key Audit Matters

Key audit matters are those that, in our professional judgement, were of most significance in our audit of the Financial Statements of the current year and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The use of the Going Concern basis of accounting was assessed as a key audit matter and has already been covered in the previous section of this report. The other key audit matters identified are noted below.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

We consider gross assets to be the most significant determinant of the Group's financial performance used by the users of the financial statements. We have based materiality on 1.5% of reported gross assets for each of the operating components. Materiality for Goldridge Holdings Ltd was set at 25% of group materiality. Overall materiality for the group was therefore set at £30,000. For each component, the materiality set was lower than the overall group materiality.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

· the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

· the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

· adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

· the financial statements of the parent company are not in agreement with the accounting records and returns; or

· certain disclosures of directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

· We obtained an understanding of the legal and regulatory frameworks within which the Company operates focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and relevant taxation legislation.

· We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases.

Because of the field in which the parent company operates, we identified that employment law, LSE Listing Rules and compliance with the Companies Act 2006 are most likely to have a material impact on the financial statements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Other matters that we are required to address

We were appointed on 5 April 2023 and this is the first year of our engagement as auditors for the Group.

We confirm that we are independent of the Group and have not provided any prohibited non-audit services, as defined by the Ethical Standard issued by the Financial Reporting Council.

Our audit report is consistent with our additional report to the Audit Committee / Board of Directors explaining the results of our audit.

Use of our report

This report is made solely to the parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Randall ACA (Senior Statutory Auditor)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

FOR THE YEAR ENDED 31 DECEMBER 2022

All operations are considered to be continuing.

The accompanying notes form part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2022

The accompanying notes form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2022

The accompanying notes form part of these financial statements.

These financial statements were approved and authorised for issue by the Board of Directors

on 30 June 2023.

Signed on behalf of the Board of Directors

Rolf Gerritsen

Director

Company No. 05714562

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2022

The loss of the parent company for the year was £2,116,716 (2021: £1,676,741).

The accompanying notes form part of these financial statements.

These financial statements were approved and authorised for issue by the Board of Directors

on 30 June 2023.

Signed on behalf of the Board of Directors

Rolf Gerritsen

Director

Company No. 05714562

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

The accompanying notes form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

The accompanying notes form part of these financial statements.

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2022

The accompanying notes form part of these financial statements.

COMPANY CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2022

The accompanying notes form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES AND BASIS OF PREPARATION

General information

The Company is a public company limited by shares which is incorporated in England. The registered office of the Company is 1 Ely Place, London EC1N 6RY, United Kingdom. The registered number of the Company is 05714562.

The principal activities of the Company are investing in precious and strategic metals.

Statement of compliance

The consolidated financial statements of the Group are prepared under IFRS and International Financial Reporting Interpretations Committee (IFRIC) interpretations in accordance with the International Accounting Standards Board (IASB) in conformity with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS. The standards have been applied consistently.

The Historical Financial Information is presented in pounds sterling and the amounts are rounded to the nearest £.

Accounting policies

Basis of preparation

The Historical Financial Information has been prepared on a historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The Historical Financial Information is prepared in pounds sterling, which is the functional currency of the Company.

Changes in accounting policies

(i) New and amended standards adopted by the Group

· Annual Improvements to IFRS Standards 2018-2020 - effective 1 January 2022

· Amendments to IFRS 3 - Reference to the Conceptual Framework - effective 1 January 2022

· Amendments to IAS 16 - Property, Plant and Equipment: Proceeds before intended use - effective 1 January 2022

· Amendments to IAS 37 - Onerous Contracts: Cost of Fulfilling a Contract - effective 1 January 2022

The new and amended Standards and Interpretations which are in issue are not expected to have a material impact on the financial statements.

(ii) New standards, amendments and interpretations in issue but not yet effective

At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective:

· Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Amendments to IAS 1: Classification of Liabilities as Current or Non-current - Deferral of Effective Date - effective 1 January 2023

· Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies - effective 1 January 2023

· Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors - Definition of Accounting Estimates - effective 1 January 2023

· Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities arising from a Single Transaction - effective 1 January 2023

The Directors do not expect that the adoption of these standards will have a material impact on the financial information of the group or company in future periods.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and companies controlled by the Company, the Subsidiary Companies, drawn up to 31 December each year.

Control is recognised where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss from the effective date of acquisition or up to the effective date of disposal, where appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein.

Non-controlling interests consist of the amounts of those interests at the date of the original business combination and the minority's share of changes in equity since the date of the combination.

Segmental reporting

The Group's prime business segment Is investing in natural resources.

The Board considers that the Group has one operating segment, its UK sector consisting of the parent company which provides administrative and management services to the subsidiary undertakings.

Short term debtors and creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of profit or loss in other operating expenses.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements in conformity with IFRS requires the Directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and opinions or statements received from competent professional advisors. The assumptions used are considered to be reasonable under the circumstances and the results of which form the basis of making judgements about the carrying values of assets and liabilities that are readily apparent from other sources. Actual results may differ from these estimates.

Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revisions affect only that period.

Critical estimates and judgements that have the most significant effect on the amounts recognised in the financial statements and/or have a significant risk attached to:

· Carrying value of intangible assets

The Directors carried out an impairment review of the intangible assets and found that no impairment is necessary. At 31 December 2022, the Group's intangible asset relates to goodwill on acquisition of Goldridge Holdings Limited. The project is currently still being developed, for which the most sensitive assumption is the probability of technical success and, given their nature, impairment adjustments triggered by future events that have yet to occur which may be material. In addition, there is a significant risk that impairments recognised in any one period may be subject to material adjustments in future periods. The carrying value of the intangible assets at the year end is £575,077 (2021: £575,077). See Note 10.

· Carrying value of investments

The Directors carry out a review of the carrying value of the investments each year to determine if any provision for impairment is necessary. The policy for impairment of investments is based on, where appropriate, the trading performance of the relevant investment and on management's judgement. A considerable amount of judgement is required in assessing the carrying value of these investments, including the current and estimated future trading performance of the relevant investment. Management found that the carrying value of its investments in BritNRG Limited and IMC should be impaired in full resulting in an impairment charge of £440,582 (2021: £Nil) (as detailed in the Strategic Report).

· Valuation of share based payments

The fair value of share based-payments recognised in the income statement is measured by use of the Black Scholes model, which considers conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioral conditions. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behavior based on past experience, future expectations and benchmarked against peer companies in the industry.

Foreign currencies

For the purposes of the consolidated financial statements, the results and financial position of each Group entity are expressed in pounds sterling, which is the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the reporting date. Exchange differences arising are included in the profit or loss for the year.

For the purposes of preparing consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the year. Gains and losses from exchange differences so arising are shown through the Consolidated Statement of Changes in Equity.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Intangible assets - Goodwill

Goodwill on acquisition is capitalised and shown within fixed assets. Positive goodwill is subject to annual impairment review with movements charged in the income statement. Negative goodwill is reassessed by the Directors and attributed to the relevant assets to which it relates.

Impairment of fixed assets and investments

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

Financial instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Trade and other receivables

Trade and other receivables are held for the collection of contractual cash flows and are classified as being measured at amortised cost. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment.

Cash and cash equivalents

The Company considers any cash on short-term deposits and other short-term investments to be cash equivalents.

Financial liabilities

The directors determine the classification of the Company's financial liabilities at initial recognition. The financial liabilities held comprise other payables and accrued liabilities and these are classified as loans and receivables.

Loans and borrowings

Loans and borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are then subsequently measured at amortised cost using the effective interest rate method. Interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding. Interest charges are recognized as an expense within finance costs in the profit or loss statement.

Share capital

The Company's ordinary shares of nominal value £0.0001 each ("Ordinary Shares") are recorded at such nominal value and proceeds received in excess of the nominal value of Ordinary Shares issued, if any, are accounted for as share premium. Both share capital and share premium are classified as equity. Costs incurred directly to the issue of Ordinary Shares are accounted for as a deduction from share premium, otherwise they are charged to the statement of profit or loss.

The Company's deferred shares of nominal value £0.0049 each ("Deferred Shares") are recorded at such nominal value and proceeds received in excess of the nominal value of Deferred Shares issued, if any, are accounted for as share premium. Both share capital and share premium are classified as equity. Costs incurred directly to the issue of Ordinary Shares are accounted for as a deduction from share premium, otherwise they are charged to the statement of profit or loss.

Current and deferred income tax

The tax charge represents tax payable less a credit for deferred tax. The tax payable is based on profit for the year. Taxable profit differs from the loss for the year as reported in the Consolidated Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items of income or expense that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the Statement of Financial Position date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the Historical Financial Information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Going concern

The Historical Financial Information has been prepared on the assumption that the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, the directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the Historical Financial Information.

The directors have undertaken this review and consider that there are material uncertainties as outlined below, which may cast significant doubt on the group's ability to continue as a going concern and therefore as a result may be unable to realise its assets and settle its liabilities in the normal course of business.

The material uncertainties relate to the level of costs which the company expects to recover from the defendants following its successful litigation outcome announced earlier in the year. Relating to this there are material uncertainties relating to the timing of these cash receipts, and the ability of defendants to pay the outstanding legal costs in full. A contingent asset in respect of this claim is disclosed in Note 21 of the financial statements.

The Board considers that is has sufficient short term funding to meets its operational overheads and other costs for the next twelve months, but currently does not have the funds available to settle its outstanding legal costs on the legal case until these costs have been recovered from the defendants. The Board continues to manage outstanding creditors in respect of the legal case so that its cash flows stay within available facilities, and expects to be able to defer settlement of these liabilities until the costs have been recovered. As a result of this the directors have adopted the going concern basis for the preparation of these financial statements. However, due to the positive outcome of the litigation process, the Directors are confident that a significant portion of the funds, as determined by the Courts, will be received in the short term. 

Following the review of ongoing performance and cash flows, the directors have a reasonable expectation that the Group has adequate resources to continue operational existence for the foreseeable future.

Share-based payments

The fair value of options and warrants granted to directors and others in respect of services provided is recognised as an expense in the profit and loss account with a corresponding increase in equity reserves - the share- based payment reserve.

On exercise or cancellation of share options, the proportion of the share-based payment reserve relevant to those options is transferred to the profit and loss account reserve. On exercise, equity is also increased by the amount of the proceeds received.

The fair value is measured at grant date and the charge is spread over the relevant vesting period.

The fair value of options is calculated using the Black-Scholes model taking into account the terms and conditions upon which the options were granted. Vesting conditions are non-market and there are no market vesting conditions. The exercise price is fixed at the date of grant and no compensation is due at the date of grant.

Finance costs

Finance costs are recognised as interest accrues, using the applicable interest rate.

Pension contributions

The Group operates a defined contribution pension plan, which requires contributions to be made to a separately administered fund. Contributions to the defined contribution scheme are charged to profit or loss as they become payable.

Exploration for and evaluation of mineral resources

Rights acquired with subsidiaries are recognised at fair value at the date of acquisition. Other rights acquired and development expenditure are recognised at cost.

Exploration and evaluation costs arising following the application for the legal right, are capitalised on a project-by-project basis, pending determination of the technical feasibility and commercial viability of the project. When a project is deemed not feasible, related costs are expensed as incurred. Costs incurred include any costs pertaining to technical and administrative overheads. Administration costs that are not directly attributable to a specific exploration area are expensed as incurred, and subsequently capitalised if it is reasonably certain that a resource will be defined.

Capitalised development expenditure will be measured at cost less accumulated amortisation and impairment losses.

Until such time, and only after an extensive assessment of the project is carried out, will management be in a position to determine the value of the project and ultimately the return to shareholders.

Impairment of tangible fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

Provisions and contingent assets and liabilities

A provision can only be recognised when it meets the definition of a liability, which is a present obligation resulting from past events. Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

A contingent liability is disclosed where there is a possible obligation depending on whether an uncertain future event occurs, and when there is a present obligation but payment is not probable.

A contingent asset is disclosed in the notes to the financial statements where a possible asset arises from past events, and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. A determination of costs to be recovered from the ongoing legal proceedings is yet to be decided.

2. OPERATING LOSS

* Amounts payable to Edwards Veeder (UK) Limited by the Company in respect of non-audit services was £Nil net of VAT (2021: £40,000) in relation to work as reporting accountants on the Company's May 2021 Prospectus.

3. FINANCE INCOME

4. FINANCE COSTS

5. AUDITOR'S REMUNERATION

6. DIRECTORS' AND OFFICER'S REMUNERATION

There were no employees during the year apart from the directors and the chief financial officer, who are the key management personnel. None of the directors had benefits accruing under money purchase pension schemes.

* Pension contributions made by the Company are calculated at 3% of the employees' qualifying earnings. Total pension contributions made by the Company for the year was £2,747 (2021: £3,946).

7. TAXATION

a) Analysis of charge in the year

b) Factors affecting tax charge for the year

The tax assessed on the loss on ordinary activities for the year differs from the standard rate of corporation tax in the UK of 19% (2021: 19%). The differences are explained below:

No deferred tax asset has been recognised because there is insufficient evidence of the timing of suitable future profits against which they can be recovered.

In May 2021, the UK Government enacted a budget that increased the corporation tax rate to 25% from the current rate of 19%. If the losses carried forward were calculated at the increased rate of 25% the total losses carried forward not recognised as a deferred tax asset would be £1,346,653 (2021: £907,102).

8. COMPANY LOSS FOR THE YEAR

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not included its own statement of profit or loss and statement of comprehensive income in these financial statements. The Company's loss for the year amounted to £2,116,716 (2021: £1,676,741).

9. EARNINGS/(LOSS) PER SHARE

Basic loss per share is calculated by dividing the loss attributed to ordinary shareholders of £2,218,437 (2021: £1,864,279) by the weighted average number of shares of 1,180,022,761 (2021: 849,236,645) in issue during the year.

The diluted loss per share is the same as the basic loss per share as warrants and options are not dilutive due to the Company's loss for the year.

10. INTANGIBLE FIXED ASSETS

The Group's intangible assets comprises goodwill arising on its investment in Gold Ridge Holdings Limited, including its subsidiary Gold Ridge Holdings USA Limited, its gold asset in Arizona, USA. The project is currently still being developed and a recent sampling campaign is currently being analysed. Until there is a full understanding of the asset, by determining the potential yield and the subsequent potential future medium to long term value, the Directors have determined that a more detailed scope of sampling work should be undertaken to support both historic and recent encouraging sampling data.

In accordance with the accounting policy, the Directors undertook an assessment of the following areas and circumstances that could indicate the existence of impairment:

• The Group's right to explore in an area has expired, or will expire in the near future without renewal;

• Local, on-site knowledge of the location;

• No further exploration or evaluation is planned or budgeted for;

• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves; or

• Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.

Following their assessment, the Directors concluded that no impairment charge was necessary for the year ended 31 December 2022.

11. INVESTMENTS