Metalnrg Plc Regulatory News (MNRG)

29 June 2022 

MetalNRG plc

("MetalNRG" or the "Company")

Request for a General Meeting

MetalNRG takes the opportunity to inform the market that, on 16 June 2022, MetalNRG received a letter at its registered office address, requesting that a general meeting be convened for the purpose of considering the instruction by the Company of an independent professional advisor to conduct an impartial investigation of: (i) the transactions carried out by the Company between 1 January 2021 and 2 February 2022, including the issuance of up to £200,000 of secured Convertible Loan Notes to Global Investment Strategy ("GIS") ; and (ii) the use of the aggregate £1,800,000 net placing proceeds, raised in the placing in May 2021, including the financing of BritNRG Limited and the Sunswept Acquisition.

The Company considered the requisition notice carefully (not least in light of its general wish not to deny any qualifying shareholder their rights under section 303(1) Companies Act) and rejected it on the grounds that it had not been executed by "members" (within the meaning of the Companies Act 2006) holding the requisite percentage of shares required to make a valid request. The Company's rejection of the requisition notice came after due and careful enquiry of its registrar and after scrutiny of reports prepared for it by third party register analysts to determine the validity of the requisition notice. In any event, the request would also have to be balanced against due and proper process and the prudent use of shareholder resources.

In order to avoid the need to requisition a general meeting, and the costs associated therewith, to obtain information which is already readily available to shareholders, the Company has decided to provide the information voluntarily and transparently. The Company would also like to point out that the Contract of the Convertible Loan Notes entered into with GIS has been available for all to scrutinise since January 2022 on the Company's website.

The Company outlines below the use of proceeds from the May 2021 placing referred to in the requisition notice:

The majority of funds, some £1,020,000, were paid, in May 2021, to BritENERGY Holdings LLP, a limited liability partnership in which Mr Pierpaolo Rocco had, at the time, an indirect beneficial interest of not less than 70% (which is now admitted by Mr Rocco as being held through a company owned by his wife and of which he was also a director), which information was not properly disclosed to the Company at the time of the transactions giving rise to the payment obligation (and was not apparent from public records at Companies House which did not reflect the actual interests held at the relevant time).

It is the undisclosed nature of this interest which has led directly to the litigation between the Company, BritENERGY Holdings LLP, BritNRG Limited and Mr Rocco, with the Company seeking the return of the payment, which in the view of the Company was of the nature of a secret profit being made by a then director at the expense of the Company and is, in any event, recoverable pursuant to section 195 of the Companies Act, inter alia, as a direct result of the failure by Mr Rocco to adequately disclose his interest in those transactions.

The Company has applied to the High Court for an order that the £1,020,000 be returned together with interest and costs by way of summary judgement (on grounds that no substantive defence has been filed and the relevant facts have largely admitted by the defendants). The Company is currently awaiting a date for a hearing of the summary judgment application and is confident that summary judgement will be granted in its favour, together with costs.

In the meantime, the Company continues to receive ancillary legal challenges from Mr Rocco (some of which have been successfully defended by the Company, for example Mr Rocco's claims brought in the Sheriff Court in Scotland, which were dismissed with costs awarded to the Company against Mr Rocco in an amount to be assessed) and others subsequently threatened but seemingly abandoned by Mr Rocco (many of which shareholders will have seen reference to in websites maintained by and posts on social media made by Mr Rocco and/or his associated entities) including cases of alleged actions for defamation and a petition for unfair prejudice). As with the defective requisition notice, these actions are, in the opinion of the Company, ill-conceived and generally fail to comply with (or are made without a proper understanding of) the applicable laws and regulations, being designed, in the view of the Company, as attempts to deflect shareholder attention from the true matter affecting shareholder assets, being the recovery of funds unlawfully received by BritENERGY Holdings LLP from the Company in May 2021.

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