MTR.L Regulatory News (MTR)

11 Mar 2019 07:00

Not for distribution to United States newswire services or dissemination in the United States

11 March 2019

Metal Tiger Plc

(“Metal Tiger” or the “Company”)

£2.0 million raised through Sprott Offering

Metal Tiger (LON:MTR), the London Stock Exchange AIM listed investor in strategic natural resource opportunities, is pleased to announce that, further to its announcement of 11 February 2019, the non-brokered private placement conducted by Sprott Capital Partners LP (“Sprott Capital”) and one of its affiliates, Sprott Global Resource Investments, Ltd, (together “Sprott”) (the “Sprott Offering”) has closed, raising gross proceeds of approximately £2.0 million via the issue of 137,162,552 new ordinary shares of 0.01p each in Metal Tiger (“Ordinary Shares”) (the “Placing Shares”) at a placing price of 1.45p per Sprott Share (the “Placing Price”). The Placing Price represents a premium to the middle market closing price on 8 March 2019.

Accordingly, the Company has raised total gross proceeds of, in aggregate, approximately £3.0 million from a combination of the £1.0 million placing announced on 11 February 2019 and the Sprott Offering (together the “Fundraising”).

Overview of the Sprott Offering

Issue of 137,162,552 Placing Shares at the Placing Price to new and existing Metal Tiger shareholders, raising gross proceeds of approximately £2.0 million Issue of 68,581,276 warrants to participants in the Sprott Offering to subscribe for 68,581,276 new Ordinary Shares (the “Sprott Investor Warrants”) The net proceeds of the Fundraising, together with existing cash resources, will be used, inter alia, to continue to support the Company’s joint venture projects with its partners, MOD Resources Limited and Kalahari Metals Limited, in the Kalahari Copper Belt in Botswana and to provide general working capital to the Company Further to the non-binding term sheet, Sprott has entered into finder agreements with the Company in relation to the Sprott Offering (the “Finder Agreements”), pursuant to which they will receive a 6% cash commission on the funds raised pursuant to the Sprott Offering (the “Commission”) Sprott Capital to be issued 9,629,960 warrants (“Advisory Warrants”) under an advisory agreement with the Company (the “Advisory Agreement”) for services related to the Fundraising Exploration Capital Partners 2014 Limited Partnership (“Exploration Capital”) has subscribed for 68,966,000 Placing Shares and will also receive 34,483,000 Sprott Investor Warrants pursuant to the Sprott Offering. On Admission (defined below), Exploration Capital will be interested in 206,361,942 Ordinary Shares, representing approximately 13.25% of the Company’s then enlarged share capital Mr Rick Rule, portfolio manager of Exploration Capital, has subscribed for 60,000,000 Placing Shares and will also receive 30,000,000 Sprott Investor Warrants pursuant to the Sprott Offering

Michael McNeilly Chief Executive Officer of Metal Tiger commented:

“We are delighted to announce the raising of approximately £2.0 million through the Sprott Offering. Sprott’s continued support together with that of our existing and new shareholders is a strong sign for the Company and emphasises not only the interest in the highly prospective Kalahari Copper Belt, a highly sought after Copper district, but also in Metal Tiger’s wider portfolio and management.”

Warrants

Participants in the Sprott Offering will also receive one Sprott Investor Warrant for every two Placing Shares subscribed for by them in the Sprott Offering. Accordingly, the Company will issue 68,581,276 Sprott Investor Warrants to participants in the Sprott Offering.

Each Sprott Investor Warrant and Advisory Warrant (together the “Warrants”) will entitle the holder to acquire one new Ordinary Share upon exercise in accordance with its terms. Each Warrant will be non-transferable and exercisable for a two year period commencing from the date of the admission of the Placing Shares to trading on AIM (“Admission”). Each Sprott Investor Warrant and each Advisory Warrant are exercisable at an exercise price of 2p and 1.45p respectively.

Related Party Transactions

Exploration Capital has subscribed for 68,966,000 Placing Shares and will also receive 34,483,000 Sprott Investor Warrants pursuant to the Sprott Offering. Exploration Capital is a substantial shareholder of Metal Tiger as defined in the AIM Rules for Companies (“AIM Rules”) and is therefore deemed to be a related party of Metal Tiger for the purposes of the AIM Rules. Exploration Capital’s participation in the Sprott Offering therefore constitutes a related party transaction for the purposes of AIM Rule 13. The Directors of Metal Tiger consider, having consulted with its nominated adviser, Strand Hanson Limited, that the terms of Exploration Capital’s participation in the Sprott Offering are fair and reasonable insofar as Metal Tiger’s shareholders are concerned.

Mr Rick Rule, portfolio manager of Exploration Capital, has subscribed for 60,000,000 Placing Shares and will also receive 30,000,000 Sprott Investor Warrants pursuant to the Sprott Offering. Mr Rule is an associate of Exploration Capital and is therefore deemed to be a related party of Metal Tiger for the purposes of the AIM Rules. The Directors of Metal Tiger consider, having consulted with its nominated adviser, Strand Hanson Limited, that the terms of Mr Rule’s participation in the Sprott Offering are fair and reasonable insofar as Metal Tiger’s shareholders are concerned.

Sprott is an associate of Exploration Capital and is therefore deemed to be a related party of Metal Tiger for the purposes of the AIM Rules. As a result, entering into the Finder Agreements and the Advisory Agreement (together the “Sprott Agreements”) and payment of the Commission and Advisory Warrants due pursuant to the Sprott Agreements constitute related party transactions for the purposes of AIM Rule 13. The Directors of Metal Tiger consider, having consulted with its nominated adviser, Strand Hanson Limited, that the terms of the Sprott Agreements are fair and reasonable insofar as Metal Tiger’s shareholders are concerned.

Admission

The Sprott Offering is conditional upon Admission. Following Admission, the Placing Shares will represent, in aggregate, approximately 8.81% of the Company’s then enlarged issued ordinary share capital.

Application will be made to the London Stock Exchange for Admission of the Placing Shares, which is expected to be on or around 15 March 2019.

Following Admission of the Placing Shares, the number of Ordinary Shares in issue in the Company will increase to 1,557,128,962. For the purposes of the FCA’s Disclosure Guidance and Transparency Rules (“DTRs”), the issued Ordinary Share capital of Metal Tiger following Admission will consist of 1,557,128,962 Ordinary Shares with voting rights attached (one vote per Ordinary Share). There are no Ordinary Shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, Metal Tiger under the DTRs.

For further information on the Company, visit: www.metaltigerplc.com:

Michael McNeilly			Metal Tiger - Chief Executive Officer			Tel: +44 (0)20 7099 0738
Mark Potter			Metal Tiger - Chief Investment Officer
Richard Tulloch James Dance Jack Botros			Strand Hanson Limited (Nominated Adviser)			Tel +44 (0)20 7409 3494
Nick Emerson			SI Capital (Broker)			Tel: +44 (0)1483 413 500
Gordon Poole James Crothers Monique Perks			Camarco (Financial PR)			Tel: +44 (0)20 3757 4980

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U. S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

Notes to Editors:

Metal Tiger plc is listed on the London Stock Exchange AIM Market (“AIM”) with the trading code MTR and invests in high potential mineral projects with a base, precious and strategic metals focus.

The Company’s target is to deliver a high return for shareholders by investing in significantly undervalued and/or high potential opportunities in the mineral exploration and development sector. The Company’s key strategic objective is to ensure the distribution to shareholders of major returns achieved from disposals. Metal Tiger has two investment divisions: Direct Equities and Direct Projects.

The Direct Equities division invests in undervalued natural resource companies listed on AIM, the ASX and the TSX. Through the trading of equities and warrants, Metal Tiger seeks to generate cash for investment in the Direct Projects division.

Metal Tiger’s Direct Projects division is focused on the development of its key project interests in Botswana, Spain and Thailand. In Botswana, Metal Tiger, through its 10.47% interest in MOD Resources Limited and related JV, has a growing interest in the large and highly prospective Kalahari copper/silver belt. In Spain, the Company has tungsten and gold interests in the highly mineralised Extremadura region. In Thailand, Metal Tiger has interests in two potentially near-production stage lead/zinc/silver mines as well as licences, applications and critical historical data covering antimony, copper, gold, lead, zinc and silver opportunities.

The Company actively assesses new investment opportunities on an on-going basis and has access to a diverse pipeline of new opportunities in the natural resources and mining sectors. For pipeline opportunities deemed sufficiently attractive, Metal Tiger may invest in the project or entity by buying publicly listed shares, by financing privately and/or by entering into a joint venture.

View source version on businesswire.com: https://www.businesswire.com/news/home/20190311005217/en/

Copyright Business Wire 2019