Company No. 05714562

MetalNRG plc

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

MetalNRG plc

CONTENTS

Page

Officers and professional advisers 1

Board of directors 2

Strategic report 3

Directors’ report 14

Directors’ responsibilities statement 18

Corporate governance statement 20

Directors’ remuneration report 27

Independent auditor’s report 31

Consolidated statement of profit or loss 37

Consolidated statement of comprehensive income 38

Consolidated statement of financial position 39

Company statement of financial position 40

Consolidated statement of changes in equity 41

Company statement of changes in equity 42

Consolidated statement of cash flows 43

Company statement of cash flows 44

Notes to the financial statements 45

MetalNRG plc

DIRECTORS, OFFICERS AND PROFESSIONAL ADVISERS

DIRECTORS

Christopher Latilla-Campbell (Non-Executive Chairman)

Rolf Gerritsen (Chief Executive Officer)

Christian Schaffalitzky de Muckadell (Non-Executive Director)

SECRETARY

City Group PLC

1 Ely Place

London, EC1N 6RY

REGISTERED OFFICE

1 Ely Place

London, EC1N 6RY

BROKER

Peterhouse Capital Limited

80 Cheapside

London, EC2V 6EE

BROKER

SI Capital Limited

46 Bridge Street

Godalming

Surrey, GU7 1HL

AUDITOR

RPG Crouch Chapman LLP

Chartered Accountant and Statutory Auditor

14-16 Dowgate Hill

London

EC4R 2SU

SOLICITORS

Orrick, Herrington & Sutcliffe (UK) LLP

107 Cheapside

London, EC2V 6DN

PRINCIPAL BANKERS

Lloyds Bank plc

39 Threadneedle Street

London, EC2R 8PT

REGISTRARS

Computershare Investor Services Limited

The Pavilions

Bridgewater Road

Bristol, BS13 8AE

MetalNRG plc

BOARD OF DIRECTORS

The directors and officers of the Company during the financial year ended 31 December 2022 were as follows:

DIRECTORS

Christopher Peter Latilla-Campbell

Non-Executive Chairman

Appointed to the Board on 20 February 2006

Christopher Latilla-Campbell is a member of the Institute of Chartered Accountants in Zimbabwe. He has held a

number of directorships including a group listed in Luxembourg and Johannesburg with investments in South

African mining, agriculture and manufacturing. He was also part of the Afpenn Group that established the existence

of Coalbed Methane in Zimbabwe.

Christopher Latilla-Campbell is also a member of the Management Committee of Golden Valley Mine in Zimbabwe

and sits on a number of family boards and Trusts. He was a founding shareholder and Director of MetalNRG plc.

Christopher Latilla-Campbell is a member and Chairman of the Company’s Audit Committee and a member of the

Company’s Remuneration Committee.

Rolf Ad Gerritsen

Executive Director

Appointed to the Board on 21 February 2018

Rolf Gerritsen is an entrepreneurial executive with strategic, organisational, commercial and financial skills with a

strong delivery record developed over the last 30 years. In recent years, he has had a specific focus on the Natural

Resources sector.

Rolf Gerritsen’s core strengths include strategy development, strategy implementation and sourcing capital for

growth companies, special situations and restructuring. He has a proven ability to develop creative solutions to

complex business issues. His international work experience has included Europe, USA, Africa, Australia, the Middle

East, the Far East and South America.

Over the last few years, Rolf Gerritsen has worked with the boards of listed and private mining companies

developing, designing and implementing growth strategies while ensuring the appropriate capital is sourced to

deliver the plan.

Christian Schaffalitzky de Muckadell

EurGeol, FIMMM, PGeo, CEng

Non-Executive Director

Appointed to the Board on 20 August 2013

Christian Schaffalitzky de Muckadell has over 40 years’ experience in minerals exploration working for companies

and also as founder and principal of the geological consultancy CSA.

Christian Schaffalitzky de Muckadell co-established Ivernia West PLC, where he led the exploration, discovery and

development of the Lisheen zinc deposit in Ireland and he is currently active in precious and base metals minerals

exploration and development in Russia and the former Soviet Union as Executive Chairman of Eurasia Mining plc

(LON:EUA).

Christian Schaffalitzky de Muckadell is a member and Chairman of the Company’s Remuneration Committee and a

member of the Company’s Audit Committee.

MetalNRG plc

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 on page 4 for further

information relating to these investments.

MetalNRG plc

STRATEGIC REPORT (continued)

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.

MetalNRG plc

STRATEGIC REPORT (continued)

REVIEW OF INVESTMENTS AND OPERATIONS, continued

EQTEC Italia – Waste to Energy Project in Italy, continued

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.

MetalNRG plc

STRATEGIC REPORT (continued)

REVIEW OF INVESTMENTS AND OPERATIONS, continued

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:

MetalNRG plc

STRATEGIC REPORT (continued)

PRINCIPAL RISKS AND UNCERTAINTIES, continued

Mineral exploration, continued

• 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.

MetalNRG plc

STRATEGIC REPORT (continued)

FINANCIAL INSTRUMENTS, continued

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’ on page 5 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.

MetalNRG plc

STRATEGIC REPORT (continued)

CORPORATE RESPONSIBILITY, continued

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

Category Male Female

Directors 3 0

Other Employees 1 0

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:

MetalNRG plc

STRATEGIC REPORT (continued)

SECTION 172(1) STATEMENT, continued

• 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.

MetalNRG plc

STRATEGIC REPORT (continued)

SECTION 172(1) STATEMENT, continued

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.

MetalNRG plc

STRATEGIC REPORT (continued)

CLIMATE RELATED FINANCIAL DISCLOSURES, continued

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.

MetalNRG plc

STRATEGIC REPORT (continued)

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.

Approved by the Board of Directors

and signed on behalf of the Board

Rolf Gerritsen

Director

30 June 2023

MetalNRG plc

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 set out on pages 3 to 12 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, set out on pages 6 and 7, 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 on pages 21 to 25 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 set out on pages 6 to 8 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 on pages 4 to 6.

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 on pages 3 to 13.

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

MetalNRG plc

DIRECTORS’ REPORT (continued)

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.

Board Meetings Audit Committee

Meetings

Remuneration Committee

Meetings

Held Attended Held Attended Held Attended

C P Latilla-Campbell 7 6 2 2 - -

R A Gerritsen 7 7 - - - -

C Schaffalitzky 7 7 2 2 - -

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:

Ordinary shares of £0.0001 each

Number of

Ordinary

Shares at 31

Dec 2022

% of issued

Share Capital

at 31 Dec

2022

Number of

Ordinary

Shares at 31

Dec 2021

% of issued

Share Capital

at 31 Dec

2021

C P Latilla-Campbell * 54,877,904 4.46% 44,277,904 3.90%

R A Gerritsen ** 30,711,556 2.49% 25,427,840 2.24%

C Schaffalitzky 12,099,999 0.98% 12,099,999 1.04%

* 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

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.

MetalNRG plc

DIRECTORS’ REPORT (continued)

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:

ubstantial

shareholder

Ordinary

shares of

£0.0001 each

Percentage of

issued share

capital

Edward Spencer 90,000,000 7.31%

EQTEC plc

60,606,061 4.92%

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 page 6 of the Strategic Report and Note 24 to the Financial Statements.

MetalNRG plc

DIRECTORS’ REPORT (continued)

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 Gene

ral 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

MetalNRG plc

DIRECTORS’ RESPONSIBILITIES STATEMENT

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.

MetalNRG plc

DIRECTORS’ RESPONSIBILITIES STATEMENT (continued)

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.

MetalNRG plc

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 on page 9.

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

MetalNRG plc

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 on pages 3 to 13.

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.

MetalNRG plc

CORPORATE GOVERNANCE STATEMENT (continued)

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 on pages 6 and 7 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 on page 2.

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.

MetalNRG plc

CORPORATE GOVERNANCE STATEMENT (continued)

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.

MetalNRG plc

CORPORATE GOVERNANCE STATEMENT (continued)

Audit Committee, continued

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:

Issue Action

• Accounting policies

The Committee reviewed and discussed the significant

accounting policies with management and the external

auditor and reached the conclusion that each policy

was appropriate to the Group and Company.

• 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 held

intangible assets relating to Goodwill on acquisition of

Goldridge Ltd. The Goldridge project is 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).

• Carrying value of investments

The Directors carried out an impairment review of the

investments and found that the carrying value of some

of its investments should be impaired, as follows:

• BritNRG Limited

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.

• IMC

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.

The carrying value of the investments at the year end

is £860,843 (2021: £1,265,749).

MetalNRG plc

CORPORATE GOVERNANCE STATEMENT (continued)

Audit Committee, continued

• Going concern review

The Committee considered the ability of the Group to

operate as a Going Concern considering cash flow

forecast for the next 12 months and operational

milestone. The Committee considers that the Group

has sufficient short term funding to meet 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.

• Review of audit and non-audit services and

fees

The Committee reviewed the fees charged for the

provision of audit and services and determined that

they were in line with fees charged to companies of

similar size and stage of development. The Committee

considered and was satisfied the external auditor’s

assessment of its own independence. There were no

non-audit services provided during the year to 31

December 2022.

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.

MetalNRG plc

CORPORATE GOVERNANCE STATEMENT (continued)

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.

MetalNRG plc

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, on pages 27 to 30, 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.

MetalNRG plc

DIRECTORS’ REMUNERATION REPORT (continued)

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:

Name

Date of service

agreement

Notice period by

Company (months)

Notice period by director or

officer (months)

R Gerritsen 1 June 2020 6 months 6 months

W Callaghan 1 October 2020 3 months 3 months

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:

Name Date of letter of

appointment

Notice period by

Company (months)

Notice period by Director

(months)

C Latilla-Campbell 14 June 2017 3 months 3 months

C Schaffalitzky 14 June 2017 3 months 3 months

MetalNRG plc

DIRECTORS’ REMUNERATION REPORT (continued)

Executive directors’ remuneration - Audited

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

2022:

Executive directors

Remuneration

2022

Fees

2022

Bonus

2022

Total

2022

R Gerritsen 100,158 85,960 10,000 196,118

Total 100,158 85,960 10,000 196,118

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:

Officer

Remuneration

2022

Fees

2022

Bonus

2022

Total

2022

W Callaghan * 45,000 - 2,500 47,500

Total 45,000 - 2,500 47,500

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 1st January 2023.

MetalNRG plc

DIRECTORS’ REMUNERATION REPORT (continued)

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:

Non-executive directors

Remuneration

2022

Fees

2022

Bonus

2022

Total

2022

C Latilla-Campbell 15,000 - - 15,000

C Schaffalitzky - 12,000 - 12,000

Total 15,000 12,000 - 27,000

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:

Distributions to

shareholders

Total Directors

pay

Group Operational cash inflow

Year ended 31 December

2022

Nil 224,702 57,867

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

MetalNRG plc

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.

MetalNRG plc

INDEPENDENT AUDITOR’S REPORT (continued)

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.

Key audit matter How our work addressed this matter

Investment valuation

The most significant assets of the group as at December

2022 were investments of £860,843.

Given the complexity involved in valuing investments,

we consider this to be a key audit matter.

Our work included:

• Agreeing existence of the investment portfolio

holdings to the Custodian information;

• Reviewing and assessing the valuations made

by the directors; and

•

Evaluating the performance of each

investment to investigate as to whether an

impairment is required, including obtaining

evidence to support the investment’s current

activity level and obtaining the investment’s

most recent financial results.

Other debtor recoverability

The most significant debtor of the group as at 31

December 2022 was relating to the amounts receivable

from BritNRG Ltd. This has arisen from a litigation case

with BritNRG which MetalNRG won during the year.

The debtor was part settled but given the significant

judgement involved in whether the remaining balance

will be recovered, we consider this to be a key audit

matter.

Our work included:

• Review correspondence with solicitors to

determine whether it is virtually certain that

the monies will be received;

• Vouch to post year end receipts to determine

whether the monies have been received; and

• Determine whether there are any additional

costs that need to be accrued at year end in

relation to the case.

MetalNRG plc

INDEPENDENT AUDITOR’S REPORT (continued)

Key Audit Matters, continued

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.

Key audit matter How are work addressed the matter

Ongoing litigations

The company has various ligaons which are linked to

the debtor recoverability points above.

There may be undisclosed liabilities in relation to the

litigations, hence why we consider this to be a key audit

matter.

Our work included:

• Enquire with management all the ongoing

ligaons as well as ligaons which have

been resolved and the outcome;

• Enquire regarding the existence of possible

losses arising from ligaons and claims;

• Determining whether an associated

conngent asset or liability needs to be

recognised in the ﬁnancial statements;

• Review the accounng records for the

accounng year and the period aer the year

end for any evidence of future liabilies based

on events which occurred during the year;

• Contact solicitors to discuss legal cases which

are ongoing and assess the probability of an

unfavourable outcome; and

• Assess the impact of litigations on the

financial statements and disclosures.

MetalNRG plc

INDEPENDENT AUDITOR’S REPORT (continued)

Other information , continued

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;

• 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.

MetalNRG plc

INDEPENDENT AUDITOR’S REPORT (continued)

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.

MetalNRG plc

INDEPENDENT AUDITOR’S REPORT (continued)

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)

For and on behalf of RPG Crouch Chapman LLP

Chartered Accountants

Registered Auditor

Floor, 14-16 Dowgate Hill

London

EC4R 2SU

30 June 2023

MetalNRG plc

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

FOR THE YEAR ENDED 31 DECEMBER 2022

Notes Year to Year to

31 December

2022

31 December

2021

Administrative expenses

(1,674,608) (1,873,866)

Other operating income

- 24,361

Operating loss 2

(1,674,608) (1,849,505)

Finance income 3

35,782 -

Finance costs 4

(139,029) (14,774)

Impairment of investments 11

(440,582) -

Loss before tax

(2,218,437) (1,864,279)

Taxation 7

- -

Loss for the year

(2,218,437) (1,864,279)

Attributable to:

Equity holders of the parent company

(2,218,437) (1,864,279)

Earnings/(Losses) per ordinary share

Basic 9

(0.19) pence (0.22) pence

Diluted 9

(0.19) pence (0.22) pence

All operations are considered to be continuing.

The notes on pages 45 to 66 form part of these financial statements.

MetalNRG plc

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2022

Year to Year to

31 December

2022

31 December

2021

£ £

Loss after tax

(2,218,437) (1,864,279)

Items that may subsequently be reclassified to profit or

loss:

- Foreign exchange movements

(2,883) (12,439)

- Share option charge

19,649 17,999

Total comprehensive loss attributable to equity holders of

the parent company

(2,201,671) (1,858,719)

The notes on pages 45 to 66 form part of these financial statements.

MetalNRG plc

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 31 DECEMBER 2022

Notes Year to Year to

31 December

2022

31 December

2021

£ £

Non-current assets

Intangible fixed assets 10

575,077 575,077

Investments 11

860,843 1,265,749

Total non-current assets

1,435,920 1,840,826

Current assets

Trade and other receivables 12

581,553 1,089,026

Cash and cash equivalents 13

24,724 49,316

Total current assets

606,277 1,138,342

Current liabilities

Trade and other payables 14

(1,828,265) (649,135)

Total current liabilities

(1,828,265) (649,135)

Non-current liabilities

Other non-current payables 14

(25,680) (23,263)

Total non-current liabilities

(25,680) (23,263)

Net assets

188,252 2,306,770

Capital and reserves

Share capital 16

359,997 350,349

Share premium

6,495,541 6,422,036

Share based payment reserve 17

37,648 17,999

Retained losses

(6,688,254) (4,469,817)

Foreign currency reserve

(16,680) (13,797)

Total equity

188,252 2,306,770

The notes on pages 45 to 66 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

MetalNRG plc

COMPANY STATEMENT OF FINANCIAL POSITION

AT 31 DECEMBER 2022

Notes Year to Year to

31 December

2022

31 December

2021

Non-current assets

Investments 11

1,139,034 2,044,706

Total non-current assets

1,139,034 2,044,706

Current assets

Trade and other receivables 12

1,186,924 1,089,026

Cash and cash equivalents 13

24,724 49,316

Total current assets

1,211,648 1,138,342

Current liabilities

Trade and other payables 14

(1,828,265) (649,135)

Total current liabilities

(1,828,265) (649,135)

Non-current liabilities

Other non-current payables 14

(25,681) (23,263)

Total non-current liabilities

(25,681) (23,263)

Net assets

496,736 2,510,650

Capital and reserves

Share capital 16

359,997 350,349

Share premium

6,495,541 6,422,036

Share based payment reserve 17

37,648 17,999

Retained losses

(6,396,450) (4,279,734)

Equity shareholders’ funds

496,736 2,510,650

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

The notes on pages 45 to 66 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

MetalNRG plc

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

Share Share Share based Retained Foreign Total

capital premium Payment reserve losses currency

reserve

£ £ £ £ £ £

At 31 December 2020 273,968 2,483,117 - (2,605,538) (1,358) 150,189

Loss for the year - - - (1,864,279) - (1,864,279)

Translation differences - - - - (12,439) (12,439)

Comprehensive loss for

the year

- - - (1,864,279) (12,439) (1,876,718)

Share option charge - - 17,999 - - 17,999

Shares issued 76,381 4,227,769 - - - 4,304,150

Share issue costs - (288,850) - - - (288,850)

At 31 December 2021 350,349 6,422,036 17,999 (4,469,817) (13,797) 2,306,770

Loss for the year - - - (2,218,437) - (2,218,437)

Translation differences - - - - (2,883) (2,883)

Comprehensive loss for

the year

- - - (2,218,437) (2,883) (2,221,320)

Share option charge - - 19,649 - - 19,649

Shares issued 9,648 68,255 - - - 77,903

Share issue costs - 5,250 - - - 5,250

At 31 December 2022 359,997 6,495,541 37,648 (6,688,254) (16,680) 188,252

The notes on pages 45 to 66 form part of these financial statements.

MetalNRG plc

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

Share Share Share based Retained Total

capital premium Payment reserve losses

£ £ £ £ £

At 31 December 2020 273,968 2,483,117 (2,602,993) 154,092

Loss for the year - - - (1,676,741) (1,676,741)

Comprehensive loss for the

year

- -

(1,676,741) (1,676,741)

Share option charge - - 17,999 - 17,999

Shares issued 76,381 4,227,769 - - 4,304,150

Share issue costs - (288,850) - - (288,850)

At 31 December 2021 350,349 6,422,036 17,999 (4,279,734) 2,510,650

Loss for the year - - - (2,116,716) (2,116,716)

Comprehensive loss for the

year

- -

(2,116,716) (2,116,716)

Share option charge - - 19,649 - 19,649

Shares issued 9,648 68,255 - - 77,903

Share issue costs - 5,250 - - 5,250

At 31 December 2022 359,997 6,495,541 37,648 (6,396,450) 496,736

The notes on pages 45 to 66 form part of these financial statements.

MetalNRG plc

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2022

Notes Year to Year to

31 December

2022

31 December

2021

£ £

Cash flows from operating activities

Operating loss

(2,218,437) (1,864,279)

Loss on sale of investment

- 149,545

Foreign exchange

(2,883) (12,439)

Finance income 3

(35,782) -

Finance costs 4

139,029 14,774

Impairment of investments 11

440,582 -

Bonus shares issued

- 16,250

Share option charge 17

19,649 17,999

Increase in creditors

1,172,453 25,850

Decrease/(increase) in debtors

543,255 (1,059,291)

Net cash generated/(used) in operating activities

57,866 (2,711,591)

Cash flows from investing activities

Proceeds from sale of investment

- 350,455

Purchase of investments 11

(35,676) (1,205,237)

Net cash used in investing activities

(35,676) (854,782)

Cash flows from financing activities

Proceeds from the issue of shares and warrants

- 4,017,900

Cost of shares issued

5,250 (288,850)

Convertible loan note repayment

(327,164) (105,835)

Loan repayment

(261,168) (271,137)

Bridging and other loan financing

536,300 200,000

Net cash (used)/generated from financing activities

(46,782) 3,552,078

Net (decrease) in cash and cash equivalents

(24,592) (14,295)

Cash and cash equivalents at beginning of year

49,316 63,611

Cash and cash equivalents at end of year 13

24,724 49,316

The notes on pages 45 to 66 form part of these financial statements.

MetalNRG plc

COMPANY CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2022

Notes Year to Year to

31 December

2022

31 December

2021

£ £

Cash flows from operating activities

Operating loss

(2,116,716) (1,676,741)

Loss on sale of investment

- 149,545

Finance income 3

(50,002) (16,689)

Finance costs 4

139,029 14,774

Impairment of investments 11

440,582 -

Bonus shares issued

- 16,250

Share option charge 17

19,649 17,999

Increase in creditors

1,172,453 62,965

Decrease/(increase) in debtors

543,256 (1,059,290)

Net cash generated/(used) in operating activities

148,251 (2,491,187)

Cash flows from investing activities

Loans to subsidiaries

(90,385) (731,812)

Proceeds from sale of investments

- 350,455

Purchase of investments 11

(35,676) (693,820)

Net cash used in investing activities

(126,061) (1,075,177)

Cash flows from financing activities

Proceeds from the issue of shares and warrants

- 4,017,900

Cost of shares issued

5,250 (288,850)

Convertible loan note repayment

(327,164) (105,835)

Bridging loan repayment

(261,168) (271,137)

Bridging and other loan financing

536,300 200,000

Net cash (used)/generated from financing activities

(46,782) 3,552,078

Net (decrease) in cash and cash equivalents

(24,592) (14,286)

Cash and cash equivalents at beginning of year

49,316 63,602

Cash and cash equivalents at end of year 13

24,724 49,316

The notes on pages 45 to 66 form part of these financial statements.

MetalNRG plc

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.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

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.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

Judgements and key sources of estimation uncertainty, continued

• 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 on page 5).

• 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.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

Impairment of fixed assets and investments, continued

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.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

Current and deferred income tax, continued

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.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

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.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

Provisions and contingent assets and liabilities, continued

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.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

2. OPERATING LOSS

	Year to	Year to
	31 December
	2022
		31 December
		2021
	£	£
This is stated after charging/(crediting):
(Loss) on foreign exchange	(2,883)	(12,439)
(Loss)/profit on disposal of investments	-	(149,545)
Impairment of investments	440,582	-
Auditor’s remuneration:
- audit services	60,000	17,200
- non-audit services*	-	48,000

* 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

	The
	Group
	31 Dec
	2022
		The
		Group
		31 Dec
		2021
			The
			Company
			31 Dec
			2022
				The
				Company
				31 Dec
				2021
	£	£	£	£
Other interest	35,782	-	35,782	-
Interest from group undertakings	-	-	14,220	16,689
	35,782	-	50,002	16,689

4. FINANCE COSTS

	The
	Group
	31 Dec
	2022
		The
		Group
		31 Dec
		2021
			The
			Company
			31 Dec
			2022
				The
				Company
				31 Dec
				2021
	£	£	£	£
Interest on loans	118,949	14,654	118,949	14,654
Interest on convertible loan notes	19,402	-	19,402	-
Credit facility charges	678	120	678	120
	139,029	14,774	139,029	14,774

5. AUDITOR’S REMUNERATION

	Year to	Year to
	31 December
	2022
		31 December
		2021
	£	£
Fees payable to the Company’s auditors for the audit of the
Group’s annual financial statements	60,000	17,200
Fees payable to the Company’s auditors for other services	-	48,000
Total auditor’s remuneration	60,000	65,200

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

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.

Group and Company	Year to	Year to

	31 December
	2022
		31 December
		2021
	£	£
Directors’ Remuneration
Fees	87,250	34,500
Salaries	115,158	234,475
Benefits	10,710	6,310
Bonus	10,000	85,500
Pension contributions *	1,584	2,858
Total Directors’ Remuneration	224,702	363,643

The number of directors who accrued benefits under company pension plans

was as follows:

Defined contribution plans

he highest paid director is R Gerritsen who is the only Executive Director. Details can be found in the Remuneration Report

on page 27.

Group and Company	Year to	Year to
	31 December
	2022
		31 December
		2021
	£	£
Officer’s Remuneration
Salary	45,000	42,500
Bonus	2,500	13,000
Social security	5,570	6,448
Pension contributions *	1,163	1,088
Total Officer’s Remuneration	54,233	63,036

Total Directors’ and Officer’s Remuneration	278,935	426,679
Average number of employees	4	5

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).

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

7. TAXATION

a) Analysis of charge in the year

	Year to	Year to
	31 December
	2022
		31 December
		2021
	£	£
United Kingdom corporation tax at 19% (2021: 19%)	-	-
Deferred taxation	-	-
	-	-

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:

	Year to	Year to
	31 December
	2022
		31 December
		2021
	£	£
Loss on ordinary activities before tax	(2,218,437)	(1,864,279)
Loss multiplied by standard rate of tax	(421,503)	(354,213)
Effects of:
Expenses not deductible for tax	87,444	52,250
Losses carried forward not recognised as deferred tax assets	334,059	301,963
	-	-

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.

	Year to	Year to
	31 December
	2022
		31 December
		2021
	£	£
Losses carried forward:
Brought forward losses 31 December 2021	3,628,407	2,039,129
Current year allowable losses	1,758,205	1,589,278
Losses carried forward for 31 December 2022	5,386,612	3,628,407

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).

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

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

Group	Goodwill	Total
	£	£
Cost
At 1 January 2022 and at 31 December 2022	575,077	575,077
Amortisation
At 1 January 2022 and 31 December 2022	-	-
Net book value
At 31 December 2022	575,077	575,077
At 31 December 2021	575,077	575,077

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

Group
	Available for sale	Investments	Total
	£	£	£
At 31 December 2020
	-	466,652	466,652
Additions
	500,000	799,097	1,299,097
Disposals
	(500,000)	-	(500,000)
At 31 December 2021
	-	1,265,749	1,265,749
Additions
	-	35,676	35,676
Impairments
	-	(440,582)	(440,582)
At 31 December 2022
	-	860,843	860,843

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

11. INVESTMENTS, continued

Investments totalling £440,582 (2021: £nil) were impaired during the year. The investment in IMC of £265,582 and the

investment in BritNRG Limited of £175,000 were fully impaired. See page 5 of the Strategic Report to the Financial Statements.

The Group's investment comprises its equity investment of £255,566 (2021: £255,566) in Lake Victoria Gold Ltd and its

£605,280 (2021: £605,280) investment in EQTEC Italia via a loan to its wholly owned subsidiary, MetalNRG Eco Limited. The

Directors carried out an impairment review and are satisfied that the carrying value of the investment at the year end is

reasonable and that no impairment is necessary. See pages 4 to 6 of the Strategic Report to the Financial Statements.

Company	Available for sale	Investments	Subsidiaries	Loans	Total
	£	£	£	£	£
At 31 December 2020	-	466,652	583,049	52,684	1,102,385
Additions	500,000	193,821	-	748,500	1,442,321
Disposals	(500,000)	-	-	-	(500,000)
Transfers	-	-	(46,074)	46,074	-
At 31 December 2021	-	660,473	536,975	847,258	2,044,706
Additions	-	35,676	-	104,605	140,281
Impairments	-	(440,582)	-	-	(440,582)
Transfers	-	-	-	(605,371)	(605,371)
At 31 December 2022	-	255,567	536,975	346,492	1,139,034

At 31 December 2022, the Company held the following interests in subsidiary undertakings, which are included

in the consolidated financial statements and are unlisted.

Name of company
	Country of
	incorporation
		Proportion
		held	Business
Gold Ridge Holdings Limited *	United States	100%	Mining
MetalNRG Eco Limited	England & Wales	100%	Green Energy

* The consolidated financial statements of Gold Ridge Holdings Limited includes its wholly owned subsidiary, Gold Ridge

Holdings USA Ltd, incorporated in USA.

At the year end the Company’s investments comprise its equity investment of £255,566 (2021: £255,566) in Lake Victoria Gold

Ltd and its £1 (2021: £1) equity investment in MetalNRG Eco Limited (at incorporation). The Directors carried out an

impairment review and are satisfied that the carrying value of these investments at the year end is reasonable and that no

impairment is necessary. See pages 4 to 6 of the Strategic Report to the Financial Statements.

Investments totalling £440,582 (2021: £nil) were impaired during the year. The investment in IMC of £265,582 and the

investment in BritNRG Limited of £175,000 were fully impaired. See page 5 of the Strategic Report to the Financial Statements.

The loan of £346,492 (2021: £241,928) owed from Goldridge Holdings Limited bears interest at 5% per annum and is repayable

on demand. The loan of £605,371 (2021: £605,331) owed from MetalNRG Eco Ltd has been transferred to current assets and

is non-interest bearing and repayable on demand (see Note 12).

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

12. TRADE AND OTHER RECEIVABLES

	The
	Group
	31 Dec
	2022
		The
		Group
		31 Dec
		2021
			The
			Company
			31 Dec
			2022
				The
				Company
				31 Dec
				2021
Current	£	£	£	£
Prepayments and accrued income	10,854	52,157	10,854	52,157
Amounts owed by group undertakings	-	-	605,371	-
Other debtors	570,699	1,036,869	570,699	1,036,869
	581,553	1,089,026	1,186,924	1,089,026

The fair value of trade and other receivables approximates to their book value.

13. CASH AND CASH EQUIVALENTS

	The
	Group
	31 Dec
	2022
		The
		Group
		31 Dec
		2021
			The
			Company
			31 Dec
			2022
				The
				Company
				31 Dec
				2021
	£	£	£	£
Cash at bank and in hand	24,724	49,316	24,724	49,316
	24,724	49,316	24,724	49,316

The fair value of cash at bank is the same as its carrying value.

14. TRADE AND OTHER PAYABLES

	The
	Group
	31 Dec
	2022
		The
		Group
		31 Dec
		2021
			The
			Company
			31 Dec
			2022
				The
				Company
				31 Dec
				2021
Current	£	£	£	£
Trade creditors	1,289,191	207,005	1,289,191	207,005
Social Security	5,390	23,151	5,390	23,151
Accruals and deferred income	109,138	102,879	109,138	102,879
Convertible loan notes	132,239	-	132,239	-
Loans	292,307	316,100	292,307	316,100
	1,828,265	649,135	1,828,265	649,135
Non-Current	£	£	£	£
Loans	25,681	23,263	25,681	23,263
	25,681	23,263	25,681	23,263

Trade creditors include an amount of £1,226,232 (2021: £172,511) payable to Orrick (UK) LLP in relation to the ongoing legal

dispute with BritNRG et al. Orrick (UK) LLP has agreed to defer settlement of this debt until the legal process has concluded.

The fair value of trade and other payables approximates to their book value.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

15. LOANS AND BORROWINGS

	The
	Group
	31 Dec
	2022
		The
		Group
		31 Dec
		2021
			The
			Company
			31 Dec
			2022
				The
				Company
				31 Dec
				2021
Current	£	£	£	£
Convertible loan notes	132,239	-	132,239	-
Loans	292,307	330,100	292,307	330,100
	424,546	330,100	424,546	330,100
Accrued interest of £14,000 for the year ended 31 December 2021 is included in ‘accruals and deferred income’.
Non-Current	£	£	£	£
Loans	25,681	23,263	25,681	23,263
	25,681	23,263	25,681	23,263

Interest accrued at a rate of 12% per annum on the Riverfort bridging loan amounts to £3,450 at the year end (2021: £14,000)

of which £3,450 (2021: £14,000) is repayable within one year. This loan matures on 15 November 2023.

Interest accrued at a rate of 8% per annum on Director loans amounts to £2,154 at the year end (2021: £nil) of which £2,154

(2021: £nil) is repayable within one year. These loans have no fixed term.

Interest accrued at a rate of 2.5% per annum on the Lloyds Bounce Back Loan amounts to £3,216 at the year end (2021: nil)

of which £633 (2021: £nil) is repayable within one year and £1,759 is repayable withing 2-5 years. This loan matures on 27 July

2032.

Interest accrued at a rate of 6% per annum on the Level 27 Ltd Convertible Loan Note ("CLN") amounts to £2,239 at the year

end (2021: £nil) of which £2,239 (2021: £nil) is repayable within one year. The CLN matures on 5 May 2023 if no fundraise is

concluded by that date.

The £100,000 Convertible Loan Note (“CLN) issued to EQTEC plc is non-interest bearing and repayable when the Company has

available headroom and/or when a Prospectus is issued. The resultant £100,000 worth in Ordinary Shares in the Company will

convert at the then prevailing market price or at a price that any funds are raised in connection with the issue of a Prospectus.

Analysis of maturity of loans and borrowings

	The
	Group
	31 Dec
	2022
		The
		Group
		31 Dec
		2021
			The
			Company
			31 Dec
			2022
				The
				Company
				31 Dec
				2021
Amounts payable	£	£	£	£
Within one year	424,546	330,100	424,546	330,100
In two to five years	14,472	14,525	14,472	14,525
In more than five years	11,209	8,738	11,209	8,738
	450,227	353,363	450,227	353,363

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

16. CALLED UP SHARE CAPITAL

	31 Dec 2022	31 Dec 2022	31 Dec 2021	31 Dec 2021
	Number		Number
	of shares	£	of shares	£
Authorised share capital
Ordinary shares of £0.0001	5,131,730,000	513,173	5,131,730,000	513,173
Deferred shares of £0.0049	48,332,003	236,827	48,332,003	236,827
Total	5,180,062,003	750,000	5,180,062,003	750,000

	31 Dec 2022	31 Dec 2022	31 Dec 2021	31 Dec 2021
	Number		Number
	of shares	£	of shares	£
Issued, called up and fully paid
Ordinary shares of £0.0001	1,231,704,269	123,170	1,135,219,460	113,522
Deferred shares of £0.0049	48,332,003	236,827	48,332,003	236,827
Total	1,280,036,272	359,997	1,183,551,463	350,349

During the year the Company issued ordinary shares as follows:

		Number of
		shares
			Proceeds of
			issue
			£
25 August 2022 – loan conversion	at £0.00082	71,484,809	58,903
47 October 2022 – loan conversion	at £0.00076	25,000,000	19,000
Total		96,484,809	77,903

As at 31 December 2022, the Company had 770,118,645 warrants and options outstanding (2021: 473,633,836).

Outstanding share options:

11,216,418 share options on ordinary shares of £0.0001 each exercisable at a price of £0.0067 per share and

expiring on 1 February 2024.

Outstanding share warrants:

8,744,939 share warrants on ordinary shares of £0.0001 each exercisable at a price of £0.006175 per share and

expiring on 6 July 2023.

5,834,873 share warrants on ordinary shares of £0.0001 each exercisable at a price of £0.010283 per share and

expiring on 15 October 2023.

6,837,607 share warrants on ordinary shares of £0.0001 each exercisable at a price of £0.008775 per share and

expiring on 3 March 2024.

390,999,999 share warrants on ordinary shares of £0.0001 each exercisable at a price of £0.01 per share and

expiring on 11 May 2023.

50,000,000 share warrants on ordinary shares of £0.0001 each exercisable at a price of £0.0045 per share and

expiring on 13 December 2023.

71,484,809 share warrants on ordinary shares of £0.0001 each exercisable at a price of £0.000824 per share and

expiring on 25 August 2024.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

16. CALLED UP SHARE CAPITAL, continued

25,000,000 share warrants on ordinary shares of £0.0001 each exercisable at a price of £0.00076 per share and

expiring on 6 October 2024.

200,000,000 share warrants on ordinary shares of £0.0001 each exercisable at a price of £0.001 per share and

expiring on 20 August 2025.

Each ordinary share is entitled to one vote in any circumstances. Each ordinary share is entitled pari passu to

dividend payments or any other distribution and to participate in a distribution arising from a winding up of the

Company.

Each deferred share has no voting rights and is not entitled to receive a dividend or other distribution. Deferred

shares are only entitled to receive the amount paid up after the holders of ordinary shares have received the sum

of £1 million for each ordinary share, and the deferred shares have no other rights to participate in the assets of

the Company.

17. SHARE-BASED PAYMENTS

The Company grants share options to employees as part of the remuneration of key management personnel and

directors to enable them to purchase ordinary shares in the Company. Under the plan, 17,194,030 options were

granted for no cash consideration on 1 February 2021 for a period of 3 years expiring on 1 February 2024. The

share options outstanding at 31 December 2022 had a weighted average remaining contractual life of 1 year (2021:

2 years). Maximum term of new options granted was 3 years from the grant date. The weighted average exercise

price of share options as at the date of exercise is £0.0067.

	Granted
	during the
	year
		Unexercised at
		31 December
		2021
			Share options
			exercised/
			lapsed
				Unexercised
				at 31
				December
				2022
					Exercise
					price
					(pence)
						Date from
						which
						exercisable
							Expiry date
R Gerritsen	-	5,977,612	-	5,977,612	0.67	1 Aug 2021	1 Feb 2024
W Callaghan	-	2,238,806	-	2,238,806	0.67	1 Aug 2021	1 Feb 2024
C Latilla-Campbell	-	1,500,000	-	1,500,000	0.67	1 Aug 2021	1 Feb 2024
C Schaffalitzky	-	1,500,000	-	1,500,000	0.67	1 Aug 2021	1 Feb 2024
	-	11,216,418	-	11,216,418

The fair value of the 11,216,418 options granted on 1 February 2021 using an adjusted Black-Scholes method

and assumptions were as follows:

Options issued	11,216,418 share options
Grant date	1 February 2021
Fair value at measurement date	£0.0053
Share price at grant date	£0.0067
Exercise price	£0.0067
Expected volatility	140%
Vesting period: 3 years after grant	1 February 2024
Option life	36 months
Expected dividends	0.00%
Risk free interest rate	0.50%
Fair value of options granted	£58,948

The fair value of these share options expensed during the year was £19,649, being the value of the options attributable to the

vesting period to 31 December 2022 (2021: £17,999). £19,649 and £1,651 will be expensed in the following years, being the

value of these options attributable to the end of their vesting dates.

The volatility is set by reference to the historic volatility of the share price of the Company.

During the year no options were exercised (2021: nil).

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

18. RESERVES

The following describes the nature and purpose of certain reserves within owners’ equity:

Share capital: Nominal value of shares issued.

Share premium: Amounts subscribed for share capital in excess of nominal value less costs of issue.

Retained earnings/losses: This reserve records retained earnings and accumulated losses.

Share based payment reserve: Cumulative fair value of options granted.

Foreign currency reserve: Gains/losses arising on retranslating the net assets of the Group into pounds sterling.

19. CAPITAL COMMITMENTS

As at 31 December 2022, the Group / Company had no capital commitments.

20. PENSION COMMITMENTS

The Group makes contributions to individual pension schemes. The amount paid during the year was £2,746 (2021:

£3,945). Outstanding contributions at the balance sheet date amounted to £534 (2021: £705).

21. CONTINGENT ASSETS & LIABILITIES

Due to the ongoing litigation process with BritNRG et el. and following the Court Order against the Defendant on

costs, the Company now awaits the hearing for a judgement on costs to be awarded to the Company. The

contingent asset will not be determined until the conclusion of the litigation process. As part of the BritNRG

transaction MetalNRG became guarantor to Mr Lycett Green of payments due to him by BritNRG. Since the

transaction a dispute between BritNRG and Lycett Green has arisen with BritNRG claiming certain breaches of

warranty under the sale agreement, the quantum of which allegedly exceed the aggregate sums of deferred

consideration due. If this dispute is settled in favour of Mr Lycett Green and BritNRG refuses (or is unable) to pay

what is adjudged to be due, then the Company could be liable to Mr Lycett Green, however any money disbursed

under the guarantee would give MetalNRG rights to recover from BritNRG by way of subrogation. The potential

liability is £125,000 which has not been included in creditors at the year end (2021: £nil).

22. RELATED PARTY TRANSACTIONS

R Gerritsen is a director and shareholder of the Company. During the year he provided consultancy services in

respect of his fees as a director of the Company through his consulting businesses, ECRG Consulting Ltd and RCA

Associates Ltd. These services amounted to £37,625 (2021: £nil) and £37,625 (2021: £nil) respectively.

R Gerritsen is a director and shareholder of Pearman Investments LLP (“Pearman”). During the year Pearman made

a loan to the Company of £5,500 (2021: £nil). The loan is accruing interest at a rate of 8% per annum. Total interest

accrued at the year end was £191 (2021: £nil) and the total loan including interest of £5,691 remains unpaid at the

year end.

Christopher Latilla-Campbell is a director and shareholder of the Company. During the year he made a personal

loan to the Company of £20,000 (2021: £nil). The loan is accruing interest at a rate of 8% per annum. Total interest

accrued at the year end was £811 (2021: £nil) and the total loan including interest of £20,811 remains unpaid at

the year end.

Christian Schaffalitzky de Muckadell is a director and shareholder of the Company. During the year he made a

personal loan to the Company of £20,000 (2021: £nil). The loan is accruing interest at a rate of 8% per annum. Total

interest accrued at the year end was £785 (2021: £nil) and the total loan including interest of £20,785 remains

unpaid at the year end.

P Rocco was a director until 19 October 2021 and is a shareholder of the Company. During the year he provided

consultancy services totalling £nil (2021: £22,500) in respect of his fees as a director of the Company.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

23. FINANCIAL RISK MANAGEMENT

Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s

overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise

potential adverse effects on the Group’s financial performance.

Risk management is carried out by the Board.

Market risk

The Group is exposed to market risk, primarily relating to foreign exchange and commodity prices. The Group does

not hedge against market risks as the exposure is not deemed sufficient to enter into forward contracts. The

Company has not sensitised the figures for fluctuations in foreign exchange or commodity prices as the Directors

are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the

present time. The Directors will continue to assess the effect of movements in market risks on the Group’s financial

operations and initiate suitable risk management measures where necessary.

Credit risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. To manage this risk, the Group

periodically assesses the financial reliability of customers and counterparties. The amount of exposure to any

individual counter party is subject to a limit, which is assessed by the Board. The Group considers the credit ratings

of banks in which it holds funds in order to reduce exposure to credit risk. The Company will only keep its holdings

of cash with institutions which have a minimum credit rating of ‘A’.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. As at 31 December 2022 the

maximum exposure to credit risk was as follows:

	The
	Group
	31 Dec
	2022
		The
		Group
		31 Dec
		2021
			The
			Company
			31 Dec
			2022
				The
				Company
				31 Dec
				2021

Carrying amounts	£	£	£	£
Trade and other receivables	517,402	1,036,775	517,402	1,036,775
Cash and cash equivalents	24,724	49,316	24,724	49,316
	542,126	1,086,091	542,126	1,086,091

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its

financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing

liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due,

under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s

reputation.

The Group’s continued future operations depend on the ability to raise sufficient working capital through the issue

of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming

with which to finance operations. Controls over expenditure are carefully managed.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

23. FINANCIAL RISK MANAGEMENT, continued

Liquidity risk, continued

The following table analyses the Group’s financial liabilities into relevant maturity groups based on the remaining

period at the balance sheet date to the contractual maturity date. The maturity of the liabilities is disclosed below:

	Due in less
	than one
	year
		Due
		between
		two and
		five years
			Due over
			five years

Financial liabilities	£	£	£
Trade and other payables	1,398,330	-	-
Loans	292,306	14,472	11,208
Convertible loan notes	132,239	-	-
Total	1,822,875	14,472	11,208

Interest rate risk

The Company’s interest rate exposure arises mainly from the interest-bearing borrowings. 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. See

Note 15.

Foreign currency risk

The Group operates internationally and is exposed to foreign currency risk arising on cash and cash equivalents and

receivables denominated in a currency other than the respective functional currencies of Group entities. The

currencies in which these transactions primarily are denominated are US Dollar (USD), Canadian Dollar (CAD) and

Euros (EUR).

As of 31 December 2022, the Group’s net monetary assets by functional currency of the Group’s entities were as

follows:

	The
	Group
	31 Dec
	2022
		The
		Group
		31 Dec
		2021
			The
			Company
			31 Dec
			2022
				The
				Company
				31 Dec
				2021

Net foreign currency financial assets/(liabilities)	£	£	£	£
USD	1,325	1,325	1,325	1,325
CAD	-	-	-	-
EUR	-	-	-	-
	1,325	1,325	1,325	1,325

The Group’s exposure to foreign currency risk is low as it holds minimal foreign currency and foreign currency is only acquired

at the time when a purchase or acquisition is made. The directors therefore do not consider the impact of foreign exchange

risk to be material therefore no sensitivity analysis is presented.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

23. FINANCIAL RISK MANAGEMENT, continued

Financial instruments

	The
	Group
	31 Dec
	2022
		The
		Group
		31 Dec
		2021
			The
			Company
			31 Dec
			2022
				The
				Company
				31 Dec
				2021

Financial Assets	£	£	£	£
Trade and other receivables excluding prepayments	18,006	16,871	18,006	16,871
Other debtors	499,490	1,019,999	499,490	1,019,999
Amounts owed by group undertakings	-	-	605,371	-
Cash and cash equivalents	24,724	49,316	24,724	49,316
	542,220	1,086,186	1,147,591	1,086,186
Financial Liabilities	£	£	£	£
Trade and other payables	1,398,330	309,884	1,398,330	309,884
Loans	317,987	339,363	317,987	339,363
Convertible loan notes	132,239	-	132,239	-
	1,848,556	649,247	1,848,556	649,247

24. EVENTS AFTER THE REPORTING PERIOD

BritNRG Limited, et el.

On 3 January 2023, the Company announced that immediately prior to the deadline for him to file evidence in

support of his unfair prejudice petition, Mr Rocco instead, on 23 December 2022, discontinued his claim against

the Company and its Directors.

On 27 February 2023, the Company provided an update on the various legal cases it is involved in, and the expected

timing associated with the cases.

The Company's claim for (i) the return of the £1.02million it paid and (ii) damages from Mr Rocco for breach of

director's duties has already been successful by way of summary judgment on the first point, with judgment given

for the £1.02 million. The corporate defendants had paid the Company c.£450k, and the remainder had been paid

into Court, pending the resolution of Mr Rocco's application for permission to appeal (which has been denied once

on the papers).

The case proceeds on the director's duties claim in which the Company sought damages from the previous

incumbent Director (Mr Rocco). The oral permission to appeal application was to be heard for a half day between

15 and 17 March. While a case management and cost hearing was held on 8 February to set a timetable for the

remainder of the claims, this was adjourned on Mr Rocco's application on a technical matter, and whilst a new date

was then set for this case on 6 July 2023, the Company was trying to find an earlier date, the Court schedule

permitting.

As to the s994 Prejudice Petition brought by the former Director, Mr Rocco, against the Company and 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 had paid £20,000 on account but had failed to engage in negotiation on the

final amount, requiring detailed assessment proceedings to be commenced for the remainder by the Company and

the Directors.

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.

Mr Rocco had also taken the Company to the Employment Tribunal in Scotland. The case was on hold until the

resolution of the proceedings in the English High Court, for damages from Mr Rocco for breach of director's duties.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

24. EVENTS AFTER THE REPORTING PERIOD, continued

BritNRG Limited, et el, continued

On 21 March 2023, the Company announced the outcome of the High Court oral renewed permission to appeal

hearing held on 17th March 2023 concerning the Company's claim for the return of the £1.02 million it paid to the

corporate defendants, Brit Energy Holdings LLP and BritNRG Limited (the "Corporate Defendants").

In Summary:

• The Corporate Defendants appeal was rejected and the outstanding £574,000 was to be paid to the

Company;

• The Corporate Defendants were ordered to pay interest of £37,385.78;

• The Corporate Defendants were ordered to pay £23,805.61 to cover the Company's appeal costs for the

summary judgement;

• The Corporate Defendants were ordered to pay the Company's legal fees for the summary judgement

proceedings with agreement to be reached on the final amount due.

On 6 April 2023, announced the outcome of the appeal brought by Mr Rocco against the Company in Scotland.

In summary:

• Mr Rocco advanced claims that he was entitled to be indemnified by the Company, in full, and on a

continuing basis, in respect of any legal expenses incurred by him in circumstances where he chose to take

legal advice in relation to any actual or possible legal dispute relating to his employment or directorship

with the Company.

• In addition, Mr Rocco sought reimbursement of legal expenses incurred by him to date, specifically in

respect of the High Court and Employment Tribunal proceedings between, inter alia, himself and the

Company.

• Finally, Mr Rocco sought payment of £50,000, expressed to be an "exit" bonus which he claimed was due

to him regardless of the circumstances in which he left the Company.

The Sheriff in Scotland had denied Mr Rocco's application in the first instance and he subsequently appealed this

decision. The Sheriff Appeal Court denied the appeal.

Additionally, the Sheriff Appeal Court ordered further submissions on costs if an agreed position could not be

reached. The Company will seek its costs of defending this appeal, as well as the costs it has already been granted

in respect of the first instance decision.

On 3 May 2023, the Company announced that funds of £545,000 had been received from court in settlement of

the principal amount due back from BritNRG Ltd and Brit Energy Holdings LLP.

Corporate

On 3 January 2023, the Company announced 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 was also made aware of a further document 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.

MetalNRG plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

24. EVENTS AFTER THE REPORTING PERIOD, continued

Corporate, continued

On 9 January 2023, the Company announced that, following the unfortunate passing of Mr McKillen, both Mr

Edward Spencer and the Company had agreed to remove Resolution 5 from the General Meeting scheduled for 11

January 2023.

• Resolution 5; THAT, Mr Paul Anthony McKillen, having consented to act, be and is hereby appointed a

director of the Company with immediate effect.

On 12 January 2023, the Company announced that at the General Meeting of the Company, requisitioned by

shareholders, held on 11 January 2023 at 12.00 midday, the Resolutions set out in the Notice of General Meeting

(other than Resolution 5 which was removed from the business of the Meeting) were not passed by shareholders.

On 28 April 2023, the Company announced, following its announcement on 5 April that due to the restricted time

from RPG Crouch Chapman's appointment to the deadline of 30 April 2023 to file year end accounts for the year

ended 31 December 2022, the new auditor has had insufficient time to complete the audit of the Company.

Accordingly, there will be a delay in publishing audited results for 2022 and, as a result, the Company made a

request pursuant to the Listing Rules for a temporary suspension of the listing of the Company's shares with effect

from 07:30 Tuesday 2 May 2023.

On 2 May 2023, the Company announced that the Financial Conduct Authority ("the FCA") had temporarily

suspended the securities of the Company from the Official List effective from 02/05/2023 07:30, at the request of

the Company.

EQTEC Italia

On 14 March 2023, the Company announced that EQTEC Italia, our joint investment with EQTEC and two family

offices in a waste to energy plant in Italy was operational. EQTEC's technical commissioning team had commenced

handover protocols for transferring plant operations to EQTEC Italia MDC srl ("Italia MDC").

On 23 June 2023, the Company confirmed that EQTEC Italia had completed handover protocols and had transferred

plant operations to EQTEC Italia MDC srl (Italia MDC”).

Goldridge

On 4 May 2023, the Company announced that its consultants, Burges Mining Consultants, would be on site for the

Phase 2 geochemical campaign at its Gold Ridge Gold mine property in Arizona, following the very encouraging

results from phase 1 that paved a pathway to further exploration work which is now progressing.

The results from phase 1 showed the largest gold anomalies were found in historical areas mined for gold; however,

a secondary zone of gold anomalies was found in an area previously unexplored and a new linear zone of gold

mineralization was delineated in the Southern Precambrian block. The Company will now complete further Soil

Geochemistry sampling on the remaining untested areas.

The Company's strategy, following results from phase 1 which confirmed the Company’s belief that there is a real

possibility of a larger un-discovered gold/base metal system at Gold Ridge; is to more fully understand the

interconnectivity of the geological system which is likely to control the previously producing gold mines in the area

and progress work towards a drilling program.

25. ULTIMATE CONTROLLING PARTY

There is no individual with ultimate overall control of the Company.