TIDMMTR
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")
GBP2.0 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
GBP2.0 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 GBP3.0 million from a combination of the
GBP1.0 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 GBP2.0million
-- 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
GBP2.0 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 Tel: +44 (0)20 7099 0738
Executive Officer
Mark Potter Metal Tiger - 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/20190311005217/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
March 11, 2019 03:00 ET (07:00 GMT)
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