MetalNRG PLC

Disclaimer THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. This presentation has been prepared by MetalNRG plc (the " Company ") solely for your information and for use at a roadshow presentation in connection with the proposed offering of ordinary shares in the capital of the Company (the " Placing "). For the purposes of this notice, " presentation " means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed during the roadshow presentation meeting. This presentation may not be copied, distributed, reproduced or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such person's organisation or firm) or published in whole or in part, for any purpose or under any circumstances. The presentation has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of the Company, SI Capital Limited (“ SI Capital ”), Peterhouse Capital Limited (“ Peterhouse ”) or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this presentation is subject to verification, correction, completion and change without notice. In giving this presentation, none of the Company, SI Capital, Peterhouse or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, undertakes any obligation to amend, correct or update this presentation or to provide the recipient with access to any additional information that may arise in connection with it. This presentation does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. This presentation does not purport to contain all of the information that may be required to evaluate any investment in the Company or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This presentation is intended to present background information on the Company, its business and the industry in which it operates and is not intended to provide complete disclosure upon which an investment decision could be made. Any investment decision should be made solely on the basis of an approved prospectus (together with any supplementary prospectus, if relevant) in relation to the proposed Placing. The merit and suitability of an investment in the Company should be independently evaluated and any person considering such an investment in the Company is advised to obtain independent advice as to the legal, tax, accounting, financial, credit and other related advice prior to making an investment. To the extent available, the industry, market and competitive position data contained in this presentation has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation. This presentation is an advertisement for the purposes of the United Kingdom (“UK”) prospectus regulation rules of the FCA made in accordance with section 73A of the UK Financial Services and Markets Act 2000, as amended, and not a prospectus. Investors should not subscribe for or purchase any securities referred to in this presentation except on the basis of the information in the prospectus (together with any supplementary prospectus, if relevant) to be published by the Company in due course in connection with the admission to listing of its ordinary shares to the standard segment of the Official List of the United Kingdom Financial Conduct Authority (the “FCA”) and to trading on the main market for listed securities of London Stock Exchange plc. Copies of the prospectus will, following publication, be available from the Company's registered office at 1 Ely Place, London EC1N 6SJ . This presentation is, and the Placing when made will be, only addressed to and directed at persons in member states of the European Economic Area (the “ EEA ”) (each, an “ EEA Member State ”), other than the UK, who at the time of the Placing are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation 2017/1129/EC and amendments and supplements thereto) (“ Qualified Investors ”). In addition, in the UK, this presentation is, and the Placing when made will be, only addressed to and directed only at, Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “ Order ”), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “ Relevant Persons ”). This presentation must not be acted on or relied on (i) in the UK, by persons who are not Relevant Persons, and (ii) in any EEA Member State, other than the UK, by persons who are not Qualified Investors. Any investment or investment activity to which this presentation relates is available only to Relevant Persons in the UK and Qualified Investors in any EEA Member State other than the UK, and will be engaged in only with such persons. This presentation and the information contained herein is not intended for publication or distribution in, and does not constitute an offer of securities in, the United States or to any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the " Securities Act "), Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where such distribution or offer is unlawful. The Company has not registered and does not intend to register the offering in the United States or to conduct a public offering of any securities in the United States. Securities may not be offered or sold within the United States without registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain limited exceptions, neither this presentation nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into the United States, its territories or possessions. Any failure to comply with the foregoing restrictions may constitute a violation of U.S. securities laws. The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended. This presentation includes forward-looking statements. The words "expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast", "project" and similar expressions (or their negative) identify certain of these forward-looking statements. These forward-looking statements are statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Company operates. The forward-looking statements in this presentation are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed r implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. Some of the information is still in draft form and will only be finalised, if legally verifiable, at the time of the final prospectus. Each of the Company, SI Capital and Peterhouse expressly disclaim any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this presentation or to update or to keep current any other information contained in this presentation. Accordingly, undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this presentation. SI Capital and Peterhouse, each of which are authorised and regulated by the FCA, are acting exclusively for the Company and no one else in connection with the Placing. SI Capital and Peterhouse will not regard any other person (whether or not a recipient of this presentation) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for the giving of advice in relation to the Placing or any transaction, matter or arrangement referred to in this presentation. By attending the meeting where this presentation is made or by accepting a copy of this presentation, you agree to be bound by the foregoing limitations and to maintain absolute confidentiality regarding the information disclosed in this presentation. August 2019 MetalNRG PLC 1