TIDMMTR
18 July 2018
Metal Tiger plc
("Metal Tiger" or the "Company")
Sale of T3 Project and creation of New Exploration Joint Venture
with MOD Resources
Metal Tiger is pleased to announce that it has signed a binding
agreement (the "Agreement") with its joint venture partner MOD
Resources Limited ("MOD") to sell its 30% interest in the T3
Project in consideration for 17,200,000 MOD shares and 40,563,566
options to receive a further 40,563,566 MOD shares for nil
consideration ("Options"), exercisable under certain conditions,
for a total value equivalent to A$27.7 million based on the last
traded price of MOD shares on the ASX as at 17 July 2018 of A$0.48
per share.
Under the Agreement, Metal Tiger and MOD will also transfer
control of all remaining exploration licenses held under the
existing joint venture arrangement (i.e. excluding the T3 Project)
to a new exploration joint venture company to be owned 70% by MOD
and 30% by Metal Tiger ("New JV"). The New JV will continue the
ongoing exploration programme over the 18 exploration licences
covering 7,978 km2 of prospective land in the Kalahari Copper
Belt.
Highlights:
-- Metal Tiger to sell its 30% interest in the T3 Project (circa 24km2
within prospecting licence PL190) for MOD shares and Options
("Consideration
Securities") in MOD for a total value equivalent to A$27.7
million
based on the closing price of MOD shares on the ASX on 17 July
2018 of
A$0.48. Consideration value based on MOD's 20 day VWAP of
A$0.461 as
at 17 July 2018 of circa A$26.6 million.
-- Metal Tiger has invested circa GBP3.8m to date in the MOD/Metal Tiger
joint venture, and this milestone deal has so far provided Metal
Tiger
shareholders with a circa 4.5x return over direct investment
cost,
excluding any investment in the listed shares of MOD. The
total
investment in the joint venture comprises contributions made to
both
T3 and other exploration licenses and the return calculation
takes no
account of the unrealised value of Metal Tiger's 30% stake in
the New
JV.
-- The consideration for the sale of T3 comprises a combination of MOD
shares and Options, providing Metal Tiger shareholders with
exposure
to the development of the T3 Project, without a requirement
to
contribute to mine construction costs, and provides increased
exposure
to MOD's successful ongoing exploration programme.
-- Consolidation of the T3 Project to 100% MOD direct ownership is
expected to make the asset more attractive with regard to
development
financing options; Metal Tiger will benefit from this through
its
substantial Consideration Securities and current equity position
in
MOD.
-- In the event of a successful takeover offer for MOD any remaining
Metal Tiger Options will be automatically converted to MOD
shares.
-- Metal Tiger and MOD will enter into a New JV comprising all of the
joint venture exploration licenses (excluding the T3 Project)
covering
circa 7,978 Km2 of prospective land in the Kalahari Copper
Belt providing Metal Tiger shareholders with a 30% interest in
any
future discoveries on these areas.
-- Metal Tiger will also have a significantly increased exposure to the
MOD licenses outside of the New JV via its Consideration
Securities
and current equity position in the company.
Metal Tiger will grant MOD contractual rights (the "Rights") in
the New JV, exercisable under specific circumstances at MOD's
discretion, to purchase the remaining joint venture exploration
assets ("Exploration Assets") held in the New JV, within the 3-year
period following completion of the Transaction. This provides Metal
Tiger with pre-defined exits, improving the ability to realise
value for shareholders.
-- Metal Tiger will retain a 2% net smelter royalty over the T3 Project
capped at US$2 million. In addition, Metal Tiger may also
receive a 2%
net smelter royalty over all Exploration Assets under
specific
scenarios.
-- Metal Tiger will have a right to nominate a board representative to
MOD provided Metal Tiger owns at least a 10% interest in MOD
(including shares and Options).
-- Metal Tiger has entered into a Share and Voting Deed with MOD, in
which Metal Tiger has committed to support MOD board
recommendations,
with restrictions also having been placed on Metal Tiger's
ability to
sell MOD shares.
-- Metal Tiger will no longer be required to make further capital
contributions to the T3 Project from the date of this
Agreement,
facilitating improved liquidity to finance further exploration
in the
New JV and releasing capital for new investments.
Metal Tiger currently holds 13,880,042 shares of MOD
representing 6.0% of MOD's current issued share capital.
Michael McNeilly, Chief Executive Officer of Metal Tiger plc,
commented:
"We are delighted to sign this deal with our long-standing
partner MOD, which is the culmination of five months of hard work
on both sides.We believe this deal represents an exceptional
outcome for both Metal Tiger and MOD shareholders and the optimal
path forward for the advancement of the T3 Project.The creation of
the new exploration JV preserves and formalises Metal Tiger and
MOD's highly successful exploration partnership in the Kalahari
Copper Belt where we continue to see scope for substantial value
creation in the short term and will continue to draw upon the joint
financing capabilities of both the London and Australian
markets.
Through the transaction Metal Tiger will become the largest
shareholder in MOD and is pleased to give its full support to the
MOD Board to continue their excellent work in the management of
exploration activities and the expeditious development of T3.We
have full confidence that Metal Tiger's investment in MOD will
deliver exceptional returns for Metal Tiger shareholders."
Agreement Structure and Commercial Terms
-- Under the terms, Metal Tiger will sell its 30% stake in Metal Capital
Limited for a total consideration of 17,200,000 MOD shares
and
40,563,566 Options.
-- The Options to be issued to Metal Tiger will not have voting or
dividend rights and are exercisable at nil consideration within
3
years. Metal Tiger may exercise the Options by converting them
into
one MOD share each, provided Metal Tiger owns equal or less than
12.5%
of MOD after completing the conversion. The Options reduce the
impact
of any dilution of Metal Tiger's shareholding from any future
MOD
equity issuance.
-- The New JV will be created by a transfer of 17 of the 18 exploration
licenses within the current joint venture which will be
subsequently
transferred from Tshukudu Metals Botswana ("TMB") to a newly
incorporated joint venture vehicle, Tshukudu Exploration
(Proprietary)
Limited ("TEP"). TEP will be 100% owned by the New JV, a new
UK
incorporated company, Metal Capital Exploration Limited, to be
owned
70% by MOD and 30% by Metal Tiger. The remaining licence,
PL190/2008,
which includes the T3 Project, will be held on trust by TMB for
TEP,
and all areas excluding the T3 Project will form part of the New
JV.
-- The T3 Project comprises the draft planned mine and plant layout as
per the January 2018 T3 Pre-Feasibility Study and covers a total
area
of 24.34 km2.
Metal Tiger's funding commitment of the T3 Project has ceased
following signing of this Agreement.
-- Metal Tiger will grant MOD a series of Rights in the New JV,
exercisable at MOD's election, to purchase the remaining New
JV
exploration assets currently held by MOD and Metal Tiger. These
Rights
will be exercisable at a pre-determined valuation methodology
based on
the relative proportion of MOD's enterprise value attributed to
the
exploration value of the relevant asset at the time of exercise.
Under
the Rights:
1. MOD has the option to acquire a 100% interest in any New JV
Exploration Asset on completion of an announced scoping study
within the 3-year period from completion of the Transaction (the
"Mineral Resource Option");
2. MOD has the option to acquire a 100% interest in all the New
JV Exploration Assets at the end of the 3-year period following
completion of the Transaction (the "JV Roll-Up Option"); and
3. MOD has the option to acquire 100% in all the New JV
Exploration Assets following a change of control recommended by the
MOD Board (the "JV Consolidation Option").
-- Upon exercise of the JV Roll-Up Option or JV Consolidation Option,
Metal Tiger will receive a 2% net smelter royalty over the
properties
the subject of the options. For the avoidance of doubt this will
not
include a royalty over any New JV Exploration Assets acquired by
MOD
under the Mineral Resource Option.
-- Metal Tiger will enter into a Share and Voting Deed with respect to
the Consideration Securities. MTR has committed to support MOD
board
recommendations, including a board endorsed change of
control.
Restrictions have been placed on Metal Tiger's ability to sell
MOD
shares, including agreeing not to dispose of any of the
Consideration
Securities within the 12 months from completion of the
Transaction.
-- Upon completion, Metal Tiger will have the right to nominate one
director to the board of MOD at any time in which it holds more
than
10% of the issued share capital in MOD (including shares and
Options).
-- The parties will enter into a Management Agreement to govern the New
JV upon completion. The New JV will be managed by MOD and each
party
must fund ongoing exploration pro-rata to their retained
interests.
-- The Transaction is conditional upon the certain conditions precedent,
including but not limited to:
MOD receiving all necessary shareholder and ASX approvals;
Completion of the transfer of licenses to the New JV and
renewal
of PL 190 (includes T3 project) for a further 2 years; and
Regulatory approvals in Botswana.
-- In the UK, HMRC has confirmed in a non-statutory pre-clearance that
Substantial Shareholder Exemption should be available to MTR
and
therefore, no corporation tax should be payable in respect of
the
disposal of MTR's 30% shareholding in Metal Capital Limited.
-- Completion will occur 5 business days after the satisfaction of all
conditions precedent and is expected to occur by the end of
October
2018.
-- Should completion not have occurred by 5.00pm (WST) on 31 December
2018, or such other date as MOD or Metal Tiger may agree in
writing,
either MOD or Metal Tiger may terminate the Agreement.
The latest audited accounts filed for Tshukudu Metals Botswana
(Pty) Limited for the year to 31 December 2017 showed a loss for
the year of Pula 959,177 (USD 93,310) and net assets of Pula
82,918,625 (USD 8,552,191).
NRG Capital Partners is acting as sole Financial Adviser to
Metal Tiger in relation to the Transaction.
For further information on the Company, visit:
www.metaltigerplc.com:
Michael McNeilly Chief Executive Officer Tel: +44 (0)20 7099 0738
(Metal Tiger plc)
Mark Potter Chief Investment Officer Tel: +44 (0)20 7099 0738
(Metal Tiger plc)
Julian Vickers NRG Capital Partners Tel: +44 (0)20 3709 4500
(Financial Adviser)
Stephen AllenBhavesh Patel RFC Ambrian Ltd(Nominated Adviser) Tel: +44 (0)20 3440 6800
Charlie Cryer RFC Ambrian Ltd(Joint Broker) Tel: +44 (0)20 3440 6800
Nick Emerson SI Capital(Joint Broker) Tel: +44 (0)1483 413 500
Gordon Poole Camarco(Financial PR) Tel: +44 (0)20 3757 4980
James Crothers
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 precious and strategic metals
focus.
The Company'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. The Company's key strategic
objective is to ensure the distribution to shareholders of major
returns achieved from disposals.
Metal Tiger's Metal Projects Division is focused on the
development of its key project interests in Botswana, Spain and
Thailand. In Botswana, Metal Tiger 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 silver/lead/zinc
mines as well as licences, applications and critical historical
data covering antimony, copper, gold, silver, lead and zinc
opportunities.
The Company has access to a diverse pipeline of new
opportunities focused on the natural resource sector including
physical resource projects, new natural resource centred
technologies and resource sector related fintech opportunities.
Pipeline projects deemed commercially viable may be undertaken by
Metal Tiger or by an AIM or NEX Exchange (formerly ISDX) partner
with whom the Company is engaged.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20180717006087/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
July 18, 2018 02:00 ET (06:00 GMT)
Metal Tiger (LSE:MTR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Metal Tiger (LSE:MTR)
Historical Stock Chart
From Jul 2023 to Jul 2024