TIDMMTR
RNS Number : 6964G
Metal Tiger PLC
24 November 2015
METAL TIGER PLC
24 November 2015
Metal Tiger plc
("Metal Tiger" or the "Company")
JV Buyout & Further Thailand Expansion
Metal Tiger (LON:MTR), the natural resources investing company
is pleased to provide an update with regards to the Company's plans
to materially expand and accelerate the Company's exploration and
development interests in Thailand.
As per the Company's announcement dated 7 October 2015, Metal
Tiger had an option to acquire outright its Joint Venture ("JV")
with Southeast Asia Mining ("SEAM") as announced 28 October
2014.
Subject to the points outlined below Metal Tiger has now
exercised that option and will undertake the acquisition which will
see the Company hold a net 90% of the original JV interests.
In addition, following a review of SEAM's wider Thailand
operations, including the work undertaken during the Board's
country visit in October this year, Metal Tiger has now negotiated
an additional option (the "SEA Option") to acquire the Thailand
interests of SEAM's Canadian parent entity, Southeast Asia Mining
Corp. ("SEA"), which includes SEAM and two other SEA subsidiaries,
eight prospecting licence applications surrounding historical
lead-silver-zinc mines in Western Thailand and two mining lease
applications that overlay historical mining lease applications in
the area, plus the exploration and mining database compiled by SEAM
during its operations in Thailand since its incorporation in 2006.
Further details of the SEA Option are provided below.
Cameron Parry, CEO of Metal Tiger commented: "We are very
pleased to announce the exercise of Metal Tiger's option to acquire
the original Thailand JV entered into with SEAM in October 2014.
Building on this initial transaction we are delighted to announce
the further option to significantly expand our Thai interests
through the potential acquisition of SEAM and the remaining Thai
interests of its Canadian parent entity, SEA.
Metal Tiger was founded with one of its key objectives to build
substantial precious and strategic metals interests in South East
Asia. This new option comes after five years of extensive work in
Thailand and developing a working relationship with SEAM over the
past three and a half years.
The Metal Tiger Board are of the view that Thailand offers
unique and substantial exploration and development opportunities
for companies with a good understanding of the operating
environment in the natural resources sector and how to conduct
operations on the ground. Metal Tiger has established a team
in-country that is already highly active in the enhancement of our
existing interests and in the proactive search for new
opportunities.
Should the additional option to acquire SEA's Thai interests be
exercised and proceed, it will mark a major strategic increase in
Metal Tiger's commitment to secure, and capacity to realise,
commercial opportunities in Thailand. Furthermore we will have
diversified our interests from the existing Copper-Gold-Antimony,
to encompass Silver-Lead-Zinc and the prospect of an interest in
assets with production potential alongside our exploration
interests.
Following this announcement and as our due diligence progresses
we will release further information to market in respect of the
additional option interests."
Exercise of Option to Acquire Initial JV
On 7 October 2015, the Company announced that it had entered
into an option to acquire its current Thailand Joint Venture with
SEAM for total consideration of US$50,000 including a US$10,000
option fee and that this option was due to expire at the end of
October 2015. MTR has since agreed to exercise the SEAM JV Option
by paying the balance consideration of US$40,000.
Metal Tiger is now progressing the relevant paperwork with
regard to option exercise and we anticipate this will be completed
shortly.
Option to Acquire SEA's Thailand Interests
SEA Option - Overview:
In addition to exercising the Initial JV option Metal Tiger has
now entered into a further option with SEAM's Canadian parent
entity, Southeast Asia Mining Corp. (SEA"), to acquire its Thailand
interests and subsidiary companies with assets in Kanchanaburi
Province, Western Thailand. The assets the subject of the SEA
Option include: SEAM and SEA's two other Thai subsidiaries -
Southeast Asia Mining Company Limited and Southwest Asia Resources
Company Limited. SEA, through its subsidiaries, holds, eight
Special Prospecting Licence Applications ("SPLA") surrounding the
historical Boh Yai and Song Toh zinc-silver-lead mines and two
Mining Lease Applications ("MLA") overlaying the historical mining
lease applications. SEA has completed an NI 43-101 compliant
Preliminary Economic Assessment on the mines based on 22 years of
operational records. The mines have a compliant resource of 4.9
million tonnes (excluding a 195,000 tonne historical resource) and
have only been mined to 150m depths. There remains significant down
dip potential. The mines have been on "care and maintenance" since
2002 when low metals prices dictated operations to shut down
(although they did successfully run 60,000 tonnes of ore through
the mill in 2008).
SEAM holds eight SPLAs with significant exploration potential
directly surrounding the mines totalling 5,660 hectares. To date,
SEAM has conducted 5 years of exploration on the areas of the
properties during license phase, conducting soil sampling and rock
chip sampling followed by induced polarized and magnetic
geophysics. From the completed work, SEAM geologists have concluded
that the results identify drill ready targets north and east of the
Song Toh mine and warrants a reconnaissance drilling program which
could significantly upgrade the resource of the project.
Metal Tiger has paid a non-refundable fee of $30,000 to secure
the SEA Option which will be forfeited and expire, if not exercised
on or before 15(th) February 2016.
During the option period Metal Tiger is able to undertake
further due diligence as it deems necessary. SEA undertake to
initiate the calling of a general meeting of SEA shareholders to
approve the disposal of its interests in Thailand and its Thailand
Subsidiaries (the "General Meeting") and that such General Meeting
is to be held within 67 days from the date of the agreement. SEA
has agreed to use its reasonable endeavours to procure that its
shareholders vote to approve resolutions proposed at the General
Meeting ("Shareholder Approval"). If Shareholder Approval is not
granted, Metal Tiger would forfeit its deposit.
Subject to Shareholder Approval, exercise of the SEA Option is
at Metal Tiger's sole discretion and subject to any necessary stock
exchange or related advisor approvals.
Furthermore, SEA undertakes that SEAM and its subsidiaries will
complete actions to alleviate working capital liabilities in the
companies before Metal Tiger elects to exercise the SEA Option.
Option Exercise:
Should Metal Tiger elect to exercise the SEA Option the initial
consideration totals US$500,000 which must be satisfied on or
before the date of Option Period expiry.
The payment will be satisfied by the payment of US$200,000 in
cash (the "Cash Payment") and US$300,000 through the issue of new
ordinary shares in Metal Tiger (the "Share Payment") at a price
calculated per new ordinary share being the volume weighted average
price ("VWAP") for the 14-day calendar period immediately prior to
SEA shareholder approval of the SEA Option (collectively the
"Consideration").
In addition, Metal Tiger has also agreed that subject to SEAM
being granted its primary target prospecting licence 1/2557 in the
Kanchanaburi province, it will pay SEA shareholders a further
US$100,000 in cash, ensure SEAM and the other SEA subsidiaries have
certain conditional working capital amounts and grant to SEA
shareholders a number of warrants equal to the number of new
ordinary shares issued as part of the satisfaction of the Share
Payment element of the Consideration (the "SEA Warrants"). The SEA
Warrants will be subject to a 3 year term from the date of exercise
of the SEA Option and will be subject to an exercise price of twice
the share price per ordinary share at which the Share Payment is
issued.
SEA Thailand Interests
Original Option now Exercised:
Following exercise of the original option announced to market on
7 October 2015 Metal Tiger now holds 90% of Joint Venture
interests. The interests include:
- One Exclusive Prospecting Licence ("EPL") in respect of a
Gold-Antimony focused project in the Chanthaburi province, in the
South East of Thailand where the Company has published findings
from initial work undertaken by the JV during 2015 including the
identification of gold anomalies requiring further
investigation;
- One Mining Lease Application ("MLA") in the Chanthaburi
province situated in what is known locally as the 'Gold-Antimony
Belt';
- Two Special Prospecting Licence Applications ("SPLA") covering
31 square kilometres and relating to projects in the Nakon Sawan
and Lopburi provinces within the Loei-Phetchabun part of what is
known locally as the 'Copper-Gold Belt'.
SEA Option to Acquire Remaining SEA Interests:
The additional option to acquire the remaining interests of SEA
relates to the following interests:
- Eight SPLAs surrounding the historical mining operations at
Boh Yai and Song Toh Silver-Lead-Zinc mines in Western Thailand
where historical Metallgesellschaft and German consultant records
indicate over five million tonnes of crude ore was processed
producing approximately 520,000 tonnes of concentrate to smelter
over a 22 year period;
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