ZimNRG plc

March 14, 2016 08:00 ET

Results of General Meeting

                                                MetalNRG plc
                                               (the "Company")
                       (Incorporated under the laws of England & Wales, company number 05714562)

                                           RESULT OF GENERAL MEETING
                                               DIRECTORATE CHANGE
                                                ISSUE OF SHARES
                                           NUMBER OF SHARES IN ISSUE

At at a general meeting of the Company held on 11 March 2016 the following resolutions, were all passed 

                                             ORDINARY RESOLUTIONS

1	THAT subject to the passing of resolutions 2, 3 and 4, each of the issued ordinary shares of 
0.5 pence each in the capital of the Company is sub-divided into:

    1.1	   one ordinary share of 0.01 pence each; and

    1.2	   one deferred share of 0.49 pence each.

2	THAT subject to the passing of resolutions 1, 3 and 4, in accordance with section 551 of the Companies Act 
2006 (the "2006 Act"), the Directors be generally and unconditionally authorised to allot shares in the Company or 
grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate 
nominal amount of £15,000 provided that:

    1.1	    this authority shall, unless renewed, varied or revoked by the Company, expire on the earlier of the 
date falling 15 months after the date of the passing of this resolution and the conclusion of the subsequent 
annual general meeting of the Company; and

    1.2	    that the Company may, before such expiry, make an offer or agreement which would or might require 
shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of 
such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

                                              SPECIAL RESOLUTIONS

3	THAT subject to the passing of resolutions 1, 2 and 5, the new Articles of Association of the Company 
contained in the document signed by the Chairman for the purposes of identification be and are approved and 
adopted as the Articles of Association of the Company in substitution for and to the exclusion of the existing 
Articles of Association of the Company. 

4	THAT subject to the passing of resolutions 1, 2 and 4, and in accordance with section 570 of the 2006 Act, 
the Directors be generally empowered to allot equity securities (as defined in section 560 of the 2006 Act)  
pursuant to the authority conferred by resolution 2, as if section 561(1) of the 2006 Act did not apply to any 
such allotment, provided that this power shall:
    1.1	   be limited to the allotment of equity securities up to an aggregate nominal amount of £15,000; and

    1.2	   expire with the authority granted by resolution 2 (unless renewed, varied or revoked by the Company 
prior to or on that date) save that the Company may, before such expiry make an offer or agreement which would or 
might require equity securities to be allotted after such expiry and the Directors may allot equity securities in 
pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

5	THAT the name of the Company be changed to MetalNRG plc.

6	THAT the Company shall adopt the proposed Investing Policy.

Change of Directors

Mr Jonathan de Thierry has resigned as a Director and Chairman of the Company. Mr Paul Johnson has been appointed 
as a new Non-executive Director. Mr Christopher Latilla-Campbell has been appointed as Chairman and said, "We are 
grateful to Jonathan for his long and supportive service to the Company and wish him well in the future. It is a 
pleasure to welcome Paul Johnson onto the Board and we look forward to an active, innovative and prosperous future 
for the company as we implement the new Investing Policy."

Issuance of New Shares

Subsequent to the General Meeting the Company reports that Metal Tiger PLC has subscribed for 19,027,268 New 
Ordinary Shares of 0.01 pence at a price of 0.2628 pence each, and that these shares have been issued. As a 
consequence there are now 67,359,271 Ordinary shares of 0.01 pence in issue and that this number should be used in 
calculating interests in relation to any disclosure required by the Disclosure and Transparency Rules. 

Change of Name and Issuance of Share Certificates

The Directors of the Company confirm that following the change in share structure and the change of the Company's 
name from ZimNRG to MetalNRG, that the Company's registrar has been instructed to issue new share certificates and 
to make the required changes to Crest accounts as appropriate. New share certificates will be distributed to 
shareholders with certificated holdings forthwith and are anticipated to reach such shareholders within 10 
business days. There is no change to the ISIN number. Trading in New Ordinary Shares on ISDX will commence from 
market opening on Tuesday 15 March at 08:00am.

New Investing Policy Approved

The Company's new Investing Policy approved at the General Meeting is as follows:

To invest in and/or acquire companies and/or projects within the natural resources and/or energy sector with 
potential for growth and value creation, over the medium to long term. The Company will also consider 
opportunities in other related sectors if the Board considers there is an opportunity to generate an attractive 
return for Shareholders. This will include natural resource technologies and fintech opportunities offering 
leverage to resource identification, processing, recording, storage and trading businesses.

Where appropriate, the Board may seek to invest in businesses where it may influence the business at a board 
level, add their expertise to the management of the business, and utilise their significant industry 

The Company's interests in a proposed investment and/or acquisition may range from a minority position to full 
ownership and may comprise one investment or multiple investments. The proposed investments may be in either 
quoted or unquoted companies; be made by direct acquisitions or farm-ins; and may be in companies, partnerships, 
earn-in joint ventures, debt or other loan structures, joint ventures or direct or indirect interests in assets or 

The Board may focus on investments where intrinsic value can be achieved from the restructuring of investments or 
merger of complementary businesses. The Board expects that investments will typically be held for the medium to 
long term, although short term disposal of assets cannot be ruled out if there is an opportunity to generate an 
attractive return for Shareholders. The Board will place no minimum or maximum limit on the length of time that 
any investment may be held. The Company may be both an active and a passive investor depending on the nature of 
the individual opportunity.

Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between 
such assets. The Company does not currently intend to fund any investments with debt or other borrowings, but may 
do so if appropriate. Investments in early stage assets are expected to be mainly in the form of equity, with debt 
potentially being raised later to fund the development of such assets. Investments in later stage assets are more 
likely to include an element of debt to equity gearing. The Board may also offer new Ordinary Shares by way of 
consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve 
against unforeseen contingencies including, for example, delays in collecting accounts receivable, unexpected 
changes in the economic environment and operational problems.

The Board will conduct initial due diligence appraisals of potential business or projects and, where they believe 
further investigation is warranted, intend to appoint appropriately qualified persons to assist. The Proposed 
Board believes its expertise will enable it to determine quickly which opportunities could be viable and so 
progress quickly to formal due diligence. The Company will not have a separate investment manager. The Company 
proposes to carry out a comprehensive and thorough project review process in which all material aspects of a 
potential project or business will be subject to rigorous due diligence, as appropriate.

Christopher Latilla-Campbell

For further information contact:
MetalNRG plc
Christopher Latilla-Campbell
01604 845 551

Loeb Aron & Co Ltd
ISDX Corporate Adviser 
Anthony Kluk / Peter Freeman
020 7628 1128

Contact Information

  • ZimNRG plc