Metalnrg Plc Regulatory News (MNRG)

3 January 2023 

MetalNRG plc

Response to various materials published on social media in connection with the requisitioned general meeting

MetalNRG plc ("MetalNRG" or the "Company") announces that, on 29 December 2022, it received an email from Mr Edward Spencer entitled "open letter" (the "Open Letter"). The Open Letter was published on social media later that day. The Company has also been made aware of a further documents and comments, published on social media, outlining the backgrounds of the requisitioning shareholders (the "Requisitioners"), the proposed directors nominated by the Requisitioners ("proposed Directors"), along with an outline "plan of action" which is intended to be implemented should Shareholders resolve to remove existing Directors and appoint the proposed Directors at the General Meeting to be held on 11 January 2023.

The Board wishes to be clear that the Requisitioners provided no information with their requisition notice as to the backgrounds of the proposed Directors, nor as to any plan or strategy that the proposed Directors may seek to pursue if appointed notwithstanding that the Companies Act 2006 (the "Act") provides for any statement provided by requisitioning shareholders to be circulated with any notice of a requisitioned meeting sent to Shareholders. The Act is structured in this way to ensure equality of information for all Shareholders.

Mr Spencer has instead chosen to publish material, including the Open Letter, on social media. The Company and its advisers find this an unusual approach for anyone to adopt in these circumstances when the Company has been requested, and has provided the Requisitioners, a copy of the share register so that all Shareholders might have equality of information. The current Board considers this type of selective communication especially concerning from a person seeking election as chairman of a public company and indeed an individual who professes no prior public company leadership experience.

In order to correct mis-information, the current Board would like to point out that in the "Open Letter" the information referred to is dated 7 October 2022, and does not take into account ordinary shares bought by Mr Latilla-Campbell on the open market as announced by RNS on 21 December 2022. The total number of ordinary shares in issue is 1,231,704,269, as correctly stated both in the Circular and on the Company's web site.

The Board does not intend to comment on the other information published via social media other than to observe that much of the content appears to be factually inaccurate conjecture and speculation. The Board remains committed to responding to any concerns from Shareholders via the usual channels of communication but does not intend to engage in a social media debate with the Requisitioners.

The current Board of MetalNRG continues to work towards implementing its plan with support from the majority of shareholders with whom we have spoken over recent weeks. The Board is and remains committed to the highest standards of compliance and governance, to ensure conduct which is not only legal but also compliant with the Company's status as a publicly listed company. The Board looks forward to putting the General Meeting and the current legal issues behind us so that the sole focus can be on driving the business forward for the benefit of all Shareholders.

The Board reiterates its recommendation that Shareholders vote against the resolutions proposed at the General Meeting.

Finally, the Board notes that the Requisitioners have been seeking to garner support for attendance at the General Meeting via social media. The Directors have no issue with Shareholders attending in person, and indeed welcome personal attendance, however in order to save beneficial holders (i.e. those Shareholders who hold their shares via a platform or nominee) time and expense, please note that only Shareholders appearing on the register can be admitted to the meeting to speak and/or vote. This means that if you hold your shares via a nominee you will need to have that nominee provide you with a "letter of representation" in order to attend and such letter must be provided to City Group PLC, the Company Secretary, immediately prior to the General Meeting.

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