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RNS Number : 6887M
Metal Tiger PLC
22 January 2016
Metal Tiger Plc
22 January 2016
Metal Tiger Plc
("Metal Tiger" or the "Company")
Collaboration with ECR Minerals plc
Metal Tiger plc the London Stock Exchange AIM listed investor in
strategic natural resource opportunities is pleased to announce a
collaboration with ECR Minerals plc (LON:ECR) in respect of the
potential utilisation and value crystallisation of a A$66m tax loss
held within ECR's wholly owned subsidiary Mercator Gold Australia
Pty Ltd.
Highlights:
-- ECR's Australian subsidiary Mercator Gold Australia Pty Ltd
("MGA") has a A$66 million tax loss;
-- MTR has concluded an agreement with ECR and MGA to assist
with the identification of an opportunity to utilise the loss and
generate a cash return, to sell ECR's shares in MGA, or to enter
into any other transaction in relation to MGA;
-- Should MTR introduce such an opportunity or transaction it
will be entitled to a 25% conditional fee determined on the basis
set out below.
Cameron Parry, Metal Tiger CEO commented: "Metal Tiger is
pleased to announce this collaboration with ECR Minerals to
identify suitable opportunities to assist ECR in the
crystallisation of value from the substantial tax loss held within
its wholly owned subsidiary Mercator Gold Australia.
Within Metal Tiger's board we have experience in the handling of
complex company tax structures with the Australian Tax Office and
commensurate with that experience have access to leading local
advisors to help identify and if possible facilitate the use of the
losses held by Mercator Gold Australia.
In addition to taxation experience and connections, Metal Tiger
has the Australian network to provide a wide range of opportunities
for tax loss utilisation, whether that is the identification of a
suitable profit generating project that could consume the tax
losses over time, or a transaction of another kind.
More importantly, this collaboration demonstrates the flexible
manner in which the Metal Tiger team can apply its experience and
know-how to open up new avenues of earnings potential."
Facilitation Agreement
Accordingly, MGA, ECR and MTR have entered into a facilitation
agreement (the "Agreement") which provides as follows:
1. In the event that MTR introduces a business opportunity to
MGA and MGA proceeds to generate profits from such opportunity, MTR
shall receive from MGA a fee (the "Introducer's Fee") equal to 25%
of the tax which would have been payable by MGA in respect of the
profits generated by such activity if not for the availability of
some or all of the Tax Losses (only to apply to Tax Losses which
have arisen prior to the date of the Agreement, and no fee to be
payable in the event that none of the Tax Losses are ultimately
available to reduce the taxable profits of MGA).
2. The Introducer's Fee, if due, shall be payable in respect of
each tax year at the time the relevant tax return for the year is
no longer open for enquiry, under ordinary circumstances, by the
Australian Tax Office (ATO). Currently, such a tax return would be
open for enquiry, under ordinary circumstances, for four years from
the date of lodgement.
3. Neither ECR nor MGA nor any other person:
-- makes any warranty or representation, nor gives any assurance
whatsoever that the Tax Losses will ultimately be available, in
whole or in part, to reduce any future taxable profits of MGA, nor
that any taxable profits will in fact arise;
-- shall be obliged to take, or refrain from taking, any action
to ensure that the Tax Losses will ultimately be available, in
whole or in part, to reduce any future taxable profits of MGA;
-- accepts any liability whatsoever to any person in respect of
efforts made by MTR or any other person to identify a business
opportunity for MGA, except as expressly stated in the
Agreement;
-- shall be under obligation to proceed with any business
opportunity or potential transaction which may be introduced by MTR
or any other person.
4. In the event MTR introduces a person willing to purchase some
or all of ECR's shares in MGA, or a person willing to enter into a
transaction of any other nature in relation to MGA, and in the
event such a sale or other transaction is agreed and completed, ECR
and/or MGA (as may be applicable) shall pay to MTR 25% of any
consideration for the sale or other transaction as and when such
consideration is actually received by ECR and/or MGA (as may be
applicable).
5. The Agreement may be terminated by any party hereto upon 14
days' notice in writing to the other parties. Termination shall
have no effect on any applicable payment(s) as and when due to MTR
under the Agreement, and should MGA or ECR, as the case may be,
enter into a sale agreement or other transaction of any nature with
a party introduced by MTR as contemplated in clauses 1 and 4 of the
Agreement, within two years of termination, then applicable
payment(s) to MTR shall apply as and when due as though the
Agreement was not terminated at the time the sale or transaction
was entered into and/or completed with the party introduced by
MTR.
For further information on the Company, visit:
www.metaltigerplc.com:
Cameron Parry Tel: +44 (0)207
(CEO) 099 0738
Paul Johnson Tel: +44 (0)7766
(Executive 465 617
Director)
Sean Wyndham-Quin Spark Advisory Partners Tel: +44 (0) 2033
Neil Baldwin Limited 683 555
Nick Emerson (Nominated Adviser) www.sparkadvisorypartners.com
Andy Thacker SI Capital Tel: +44 (0) 1483
(Sole Broker) 413 500
Notes to Editors:
Metal Tiger plc is a natural resources focused investing company
quoted on the London Stock Exchange AIM Market ("AIM") with the
trading code MTR and two investment divisions, Direct Projects and
Direct Equities.
The Direct Projects division invests in mineral exploration
projects operated by trusted partners on the ground. Projects are
selected for their strategic significant in terms of commodity,
location and commerciality factors. Key strategic investments to
date include Spanish Gold & Tungsten, Thai Gold, Copper &
Antimony, and Botswanan Copper & Silver.
The Direct Equities division invests in quoted natural resource
explorers and developers, with a combination of shares and warrants
and seeks generate trading profits for reinvestment into the Direct
Projects division.
Metal Tiger's target is to deliver a very high return for
shareholders by investing in significantly undervalued and/or high
potential opportunities in the mineral exploration and development
sector timed to coincide where possible, with a cyclical recovery
in the exploration and mining markets.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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