TIDMMTR
Not for distribution to United States newswire services or
dissemination in the United States
Metal Tiger Plc
("Metal Tiger" or the "Company")
GBP1.0 million Placing
and
Non-binding term sheet signed with Sprott to raise up to an
additional GBP3.0 million
Metal Tiger (LON: MTR), the London Stock Exchange AIM listed
investor in strategic natural resource opportunities, is pleased to
announce a placing (the "Placing") with new and existing investors,
to raise gross proceeds for the Company of approximately GBP1.0
million, through the issue of 70,010,345 new ordinary shares of
0.01p each in the capital of the Company ("Ordinary Shares")
("Placing Shares") at a price of 1.45p per share (the "Placing
Price"). The Placing Price represents a premium to the middle
market closing price on 8 February 2019.
The Company will also issue to participants in the Placing one
warrant for every two Placing Shares subscribed for by them in the
Placing (the "Warrants"). Each Warrant will entitle the holder to
acquire one new Ordinary Share (a "Warrant Share") on its exercise.
Each Warrant will be exercisable at a price of 2p during a two-year
period commencing from the date of admission of the Placing Shares
and will be non-transferable.
The Placing was undertaken by the Company's sole broker, SI
Capital.
In addition to the Placing, the Company is pleased to announce
that it has signed a non-binding term sheet with Sprott Capital
Partners LP and certain of its affiliates ("Sprott") (the "Sprott
Term Sheet"). Sprott will act as finders on behalf of the Company
in order to complete a non-brokered private placement to raise up
to an additional approximately GBP3.0 million (the "Sprott
Offering") through the issue of new Ordinary Shares
("SprottOffering Shares") at the Placing Price and the further
issue to participants in the Sprott Offering of one warrant for
every two Sprott Offering Shares subscribed for by them in the
Sprott Offering (the "Sprott Warrants"). Each Sprott Warrant will
entitle the holder to acquire one new Ordinary Share upon exercise
of the Sprott Warrant in accordance with its terms (a "Sprott
Warrant Share"). Each Sprott Warrant will be exercisable at a price
of 2p during a two-year period commencing from the date of
admission of the Sprott Offering Shares and will be
non-transferable. The Sprott Offering is expected to close on or
before 8 March 2019 ("Closing Date") and is subject to the
conditions as detailed below being satisfied.
Overview of the Placing:
-- Placing of 70,010,345 Placing Shares at the Placing Price to raise
gross proceeds of approximately GBP1.0 million;
-- Issue of 35,005,172 Warrants to subscribe for 35,005,172 Warrant
Shares at an exercise price of 2p per Warrant;
-- Placing Price represents an approximate 11.5% premium to the middle
market closing price on 8 February 2019, the last trading day
prior to
this announcement;
-- Placing undertaken with new and existing Metal Tiger shareholders;
-- Certain members of the board of directors of Metal Tiger ("Directors"
and together the "Board") and associates are participating
in
the Placing for, in aggregate, GBP210,000;
-- The net proceeds of the Placing, 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 ("MOD") and Kalahari Metals Limited ("Kalahari
Metals"),
in the Kalahari Copper Belt in Botswana and to provide general
working
capital to the Company; and
-- The Placing is not conditional on the completion of the Sprott
Offering.
Terms of the Sprott Offering:
-- Non-binding term sheet signed with Sprott to raise up to an additional
approximately GBP3.0 million through the issue of up to
206,900,000
Sprott Offering Shares at the Placing Price;
-- Subject to Sprott raising funds pursuant to the Sprott Offering, the
issue of up to 103,450,000 Sprott Warrants to subscribe for
103,450,000 Sprott Warrant Shares at an exercise price of 2p
per
Sprott Warrant and exercisable within a two-year period
commencing
from the date of admission of the Sprott Offering Shares;
-- Metal Tiger may, at its discretion, should the Sprott Offering be
oversubscribed, elect to accept a larger fundraise than
206,900,000
Sprott Offering Shares, at the Placing Price;
-- The Sprott Offering will be completed to accredited investors (as
defined in National Instrument 45-106 Prospectus Exemptions)
in
all provinces of Canada, to accredited investors (as defined
in
section 501(a) of Regulation D in the United States) pursuant to
an
exemption from the registration requirements of Regulation D of
the
United States Securities Act of 1933, as amended (the "1933
Act"),
and, with the consent of the Company, to suitable investors in
other
eligible foreign jurisdictions (other than Canada and the
United
States) pursuant to applicable private placement exemptions
under
applicable securities laws in such jurisdictions; provided that
no
prospectus, registration statement or similar document is
required to
be filed in such jurisdiction and the Company does not become
subject
to continuous disclosure obligations in such jurisdiction;
and
-- The Closing Date will be subject to certain conditions outlined below
(the "Closing Conditions") and the Sprott Offering is
conditional upon the Closing Conditions being satisfied,
which
include, inter alia, completion of corporate due diligence
on
Metal Tiger, including favourable legal opinions of counsel to
Metal
Tiger in connection with corporate, securities and title
matters, as
well as the execution of binding documentation in relation to
the
Sprott Offering between the Company and Sprott (the "Sprott
Agreements"). The Sprott Offering will also be conditional
upon
any required regulatory approvals.
Michael McNeilly, Chief Executive Officer of Metal Tiger,
commented:
"We are very pleased with the level of support we have received
in respect of the Placing from new and existing investors.The
Placing will enable Metal Tiger to, among other things, enter into
constructive negotiations with Kalahari Metals, regarding the
Company potentially providing further financing for proposed
exploration drilling at the Okavango and Ngami projects.It will
also allow us to continue to take advantage of opportunities that
are identified by the Company.
We are also delighted to have entered into the Sprott Term Sheet
to raise up to an additional approximately GBP3.0 million.Such
additional funding will provide yet further support to our strategy
and we look forward to updating shareholders in this regard."
Related Party Transactions
Directors' participation in the Placing
Michael McNeilly and Charles Hall, Chief Executive Officer and
Non-Executive Chairman of the Company respectively, are
participating in the Placing, investing GBP14,500 and GBP58,000 for
1,000,000 and 4,000,000 Placing Shares together with 500,000 and
2,000,000 Warrants respectively. In addition, Dianne Grammer, the
wife of Terry Grammer, a Non-Executive Director of the Company, is
investing GBP137,500 for 9,482,759 Placing Shares together with
4,741,379 Warrants. As Directors and an associate of a Director,
they are deemed to be related parties of the Company as defined in
the AIM Rules for Companies ("AIM Rules"), and accordingly their
participation in the Placing ("Directors' Participation")
constitutes a related party transaction pursuant to Rule 13 of the
AIM Rules.
The independent Directors of Metal Tiger (being Mark Potter and
Neville Bergin), consider, having consulted with the Company's
nominated adviser, Strand Hanson Limited, that the terms of the
Directors' Participation in the Placing are fair and reasonable
insofar as the Company's shareholders are concerned.
Sprott Offering
Sprott is an associate of Exploration Capital Partners 2014
Limited Partnership, a substantial shareholder of the Company as
defined in the AIM Rules, and therefore Sprott is deemed to be a
related party of the Company for the purposes of the AIM Rules. As
a result, the entering into the Sprott Agreements will constitute a
related party transaction for the purposes of Rule 13 of the AIM
Rules, at that time.
Admission
The Placing is conditional upon, amongst other things, admission
of the Placing Shares to trading on AIM ("Admission"). Following
Admission, the Placing Shares will represent, in aggregate,
approximately 4.93% of the Company's then enlarged issued ordinary
share capital.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission of the Placing Shares will become effective and that
dealings in the Placing Shares will commence at 8.00 a.m. on or
around 18 February 2019.
Following the issue of the Placing Shares, the number of
Ordinary Shares in issue in the Company will increase to
1,419,966,410. 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 1,419,966,410
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 (Chief Executive Officer) Tel: +44 (0)20 7099 0738
Mark Potter (Chief Investment Officer)
Richard Tulloch Strand Hanson Limited Tel +44 (0)20 7409 3494
James Dance (Nominated Adviser)
Jack Botros
Nick Emerson SI Capital (Broker) Tel: +44 (0)1483 413 500
Gordon Poole Camarco (Financial PR) Tel: +44 (0)20 3757 4980
James Crothers
Monique Perks
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/20190211005340/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
February 11, 2019 06:37 ET (11:37 GMT)
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