TIDMMTR
20 May
Metal Tiger plc
("Metal Tiger", the "Company" or the "Group")
Audited results for the year ended 31 December 2020
Posting of Annual Report and Notice of Annual General Meeting
("AGM")
Metal Tiger plc (LON: MTR), the London Stock Exchange AIM listed
investor in natural resource opportunities, is pleased to announce
its audited results for the year ended 31 December 2020.
Highlights:
-- 1 for 10 share consolidation and share buyback concluded.
-- Invested a further US$1.5 million into Kalahari Metals Limited ("KML")
for a total percentage ownership of 62.2%. As part of the investment,
Metal Tiger was conditionally granted a 2% net smelter royalty over all
KML's wholly owned licences, being seven licences covering, in aggregate,
6,651km2.
-- Strong performance from Equity Investments division, reporting a profit
of GBP4.4million (before administration and interest costs), including
dividends from Sandfire Resources Limited ("Sandfire") of GBP648,000.
-- A strong level of exposure to Sandfire was maintained, driven by the
discovery of the A4 mineral deposit in early 2020, where subsequently, in
December 2020, a maiden Mineral Resource of 6.5Mt @ 1.5% Cu was
announced.
-- The initial recognition by the Company of the uncapped 2% net smelter
royalty over the A4 mineral deposit in the amount of GBP3.6 million.
-- Significant increase in the activity of the Equity Investments division
where an aggregate of 19 separate investments were made and fully or
partially exited from 15 of those positions.
-- Draw down of GBP2.6 million of new financing under an equity derivative
collar financing arrangement with a global investment bank.
-- Net current assets at the year end of GBP21.1million.
-- Profit for the year before taxation of GBP3.8 million.
-- Application lodged with the Australian Securities Exchange in line with
planned secondary compliance listing on 18 December 2020, and
conditionally approved on 29 January 2021.
Post Period:
-- On 6 April 2021, the Company completed the transaction with Cobre Limited
("Cobre") in respect of the partial disposal of KML, resulting in direct
interest ownership of the Company in KML of 50.01%.
-- On 15 April 2021, the Company announced it subscribed for a further
8,311,765 new shares in Cobre's proposed fundraise, subject to Cobre's
shareholder approval, for a consideration of A$1.4million. Following
completion of the fundraise the Company will hold 34,318,828 shares in
Cobre representing approximately 20.72% direct ownership. This in turn
will leave the Company with an economic interest in KML of approximately
60.34%.
-- On 19 April 2021, the Company announced a new drilling programme focussed
on compelling conductive geophysics and structural targets that are
considered prospective for the discovery of copper/silver deposits on the
Kalahari Copper Belt ("KCB"). The KML technical team has also been
supplemented with additional members experienced in sediment-hosted
copper and drill programme management as the project now moves into the
next stage of exploration.
-- On 19 March 2021, the Company announced an investment of US$750,000 into
Armada Exploration Limited, which holds two exploration licences,
prospective for magmatic Ni-Cu sulphide in Gabon, resulting in a 18.5%
stake in the company.
-- The Company today announced an investment of C$1 million into Camino
Minerals Corporation, which has three copper projects in Peru.
Posting of Annual Report and Notice of AGM
The Annual Report and Accounts for the year ended 31 December
2020 will be available shortly to view and download from Metal
Tiger's website
(www.metaltigerplc.com/investors/financial-reports-accounts), along
with the notice of Annual General Meeting ("the Notice"). Copies of
the abovementioned documents will be posted on or around 28 May
2021 to shareholders.
The AGM will be held at 10:00am on 30 June 2021 at Higher
Shalford Farm, Shalford Lane, Charlton Musgrove, Wincanton,
Somerset BA9 8HF. Following the restrictions placed on public
gatherings under the Coronavirus Act 2020 by the Government of the
United Kingdom, shareholders are strongly urged not to attend the
meeting in person but to vote by proxy, submitting such votes not
later than 10:00am on 28 June 2021. The Company has implemented
electronic voting and full instructions, including how to request a
paper proxy form, are set out in the Notice.
Expected Timetable of Principal Events
Posting of Annual report and Notice of AGM on or around 28 May 2021
Publication of Notice and form of proxy on or around 28 May 2021
Latest time and date for receipt of forms of proxy 10:00am on 28 June 2021
for use at the AGM
AGM 10:00am on 30 June 2021
Notes:
1. References to time are to London time unless otherwise
stated. Each of the dates in the above timetable is subject to
change at the absolute discretion of the Company and its nominated
adviser, Strand Hanson Limited, without further notice.
2. If any of the details contained in this timetable should
change, the revised times and/or dates will be notified by means of
an announcement via a regulatory information service.
Qualified Person's Statement
The technical information contained in this announcement has
been read and approved by Mr Nick O'Reilly (MSc, DIC, MAusIMM,
FGS), who is a qualified geologist and acts as the Qualified Person
under the AIM Rules - Note for Mining and Oil & Gas Companies.
Mr O'Reilly is a Principal consultant working for Mining Analyst
Consulting Ltd which has been retained by Metal Tiger PLC to
provide technical support.
This announcement contains inside information for the purposes
of the market abuse regulation (EU No. 596/2014) ("MAR").
For further information on the Company, visit:
www.metaltigerplc.com:
Michael McNeilly (Chief Executive Officer) Tel: +44 (0)20 3287 5349
Mark Potter (Chief Investment Officer)
James Harris Strand Hanson Limited Tel +44 (0)20 7409 3494
James Dance (Nominated Adviser)
Georgia Langoulant
Paul Shackleton Arden Partners plc (Broker) Tel: +44 (0)20 7614 5900
Steve Douglas
Gordon Poole Camarco (Financial PR) Tel: +44 (0)20 3757 4980
James Crothers
Hugo Liddy
Notes to Editors:
Metal Tiger plc is admitted to the AIM market of 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. Metal Tiger has two investment divisions: Equity
Investments and Project Investments.
Equity Investments invests in undervalued natural resource
companies. The majority of its investments are listed on AIM, the
TSX and the ASX, which includes its interest in Sandfire Resources
Limited (ASX: SFR). The Company also considers selective
opportunities to invest in private natural resource companies,
typically where there is an identifiable path to IPO. Through the
trading of equities and warrants, Metal Tiger seeks to generate
cash for investment for the Project Investments division.
Project Investments is focused on the development of its key
project interests in Botswana, where Metal Tiger has a growing
interest in the large and highly prospective Kalahari copper/silver
belt through its interest in Kalahari Metals Limited.
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.
CHAIRMAN'S STATEMENT
FOR THE YEARED 31 DECEMBER 2020
I am pleased to present the Group's Annual Report and Audited
Financial Statements for the year ended 31 December 2020.
The year was undeniably turbulent and challenging to navigate
through. The sad passing of our friend and colleague and Metal
Tiger director, Terry Grammer along with the many varied challenges
caused by the COVID-19 pandemic created a more difficult
decision-making environment. With that said, I am pleased with the
Company's continuing focus on its key strategy which remains to
make the right longer-term decisions regarding its investments,
both individually based on their evolving merits, but also in the
context of the Company's portfolio as a whole. We continue to
believe that it is important that executive management, and the
Board as a whole, continue to add value to investments when the
opportunity arises, but also remain well positioned to capture
future value, both in the existing portfolio and in identifying new
investments. We welcomed David Royle in June 2020 as our Senior
Technical Advisor. David has over 46 years of international
experience in over 40 countries in all aspects of mineral
exploration and project feasibility. He has held senior positions
in several companies including Newcrest Mining Ltd. In addition, he
has had regional responsibility for corporate programmes with
portfolios targeting mainly gold and copper. We also welcomed David
Wargo to the Board as a Non-Executive Director and Adrian Bock, as
Chief Financial Officer and Company secretary in October 2020. Both
bring considerable industry experience to Metal Tiger at this
important stage of the Company's development.
The Company was fortunate to enter 2020 with a relatively strong
and liquid balance sheet, due largely to its performance during
2019 and in particular its ability to access capital markets on the
back of its shareholding in Sandfire Resources Limited
("Sandfire"). There were some sizeable acquisitions during the year
which included a total of A$4.01 million for an aggregate interest
of 17.7% in Southern Gold Limited ("Southern Gold") (ASX: SAU), an
ASX listed resource exploration and development company with
epithermal gold exploration properties in South Korea. Michael
McNeilly, CEO of Metal Tiger was appointed to the Board of Southern
Gold as a Non-Executive Director. The Company also invested GBP0.57
million into Trident Royalties plc, ("Trident") (AIM:TRR), a
diversified mining royalty business, for a 2.75% equity interest as
part of its placing and admission to AIM. The Company also invested
a further US$1.5million into Kalahari Metals Limited ("KML") for a
total percentage ownership of 62.2%. As part of the investment, it
also obtained a 2% net smelter royalty over all of KML's wholly
owned licences, being seven licences covering, in aggregate,
6,651km(2) . Two-year licence renewals for 100% of the licence
areas, covering both the Kitlanya East("Kit-E") and Kitlanya West
("Kit-W") projects were granted in March 2020 and the investment
enabled drilling to commence at KML's Kit-E project. The investment
by Cobre Limited ("Cobre") in KML as announced during December
2020, and which became unconditional, on the 6 April 2021, will
further enable KML to accelerate the advancement of the project.
Other investments and holdings are more fully detailed in the
Strategic Review.
From a capital structure point of view the Company successfully
concluded a 1 for 10 share consolidation, with the resultant
rebasing of the share price during June 2020. Furthermore, pursuant
to the announcement on the 21 August 2020, wherein the Company
announced its intention to pursue a secondary listing on the
official list of the Australian Stock Exchange ("ASX"), the Company
received conditional approval as announced on 29 January 2021, and
expects to fulfil all material conditions shortly after the release
of this Annual Report. The Board believes that the secondary
listing will expand the profile of the Company and its shares,
create improved price discovery in the shares, provide access to
new potential investors, and improved deal flow in Australia.
The operating profit for the year, amounting to GBP4,397,000 is
principally due to the initial recognition of the Royalty
Receivable asset in the amount of GBP3,638,000 which was enabled,
inter alia, by way of the Sandfire market release on 1 December
2020, and more specifically, the update on the A4 Copper-Silver
deposit over which the Company has an uncapped 2% Net Smelter
Royalty. The key assumptions used in determining the initial
recognition value of the Royalty are contained in Note 19 of the
Annual Financial Statements. The initial benefits of the Boards
cost cutting efforts and closure of the London Office were
reflected in the reduction of administration expenses. Expense and
cost management continue to remain a key focus of the Board. It is
also worth highlighting that the operating profit is stated after a
one-off write down in full of GBP731,000 of the Company's
investment in its Thailand Joint Venture.
As the Board looks to the future, there will be an increased
focus on larger liquid (or with a pathway to liquidity) high
conviction earlier stage investments with a medium to long
investment timeframe and where we can obtain Board representation.
On the less active front the Board has nearly exited all of its all
legacy positions and will be focusing on diversifying into
shorter/medium term lower risk investment opportunities to balance
risk profiles against earlier stage investments.
It is important to note that the Company's key strategy remains
to make the right longer-term decisions regarding its investments,
both individually based on their evolving merits, but also in the
context of the Company as a whole. Sometimes, those decisions mean
walking away from investments and to this end, during the year, we
effectively ceased an active interest in our Thailand joint venture
where we were unable to reach a satisfactory agreement with our
joint venture partner.
A key challenge of the Company remains finding suitable
investments where it can properly implement its strategy. We
continue to seek opportunities, be that through new or further
investments or divestments of existing investments, to create
shareholder value.
COVID-19 continues to make an impact on the overall immediate
value of our investment portfolio, which will limit the opportunity
for new investment in the short-term but also gives opportunities
for further strategic investment if appropriate. Further details of
our response to the current situation are set out in the Strategic
Review.
Our Annual General Meeting this year will be constrained by the
extent that the Government has lock-down provisions in place. We
have taken the decision that the meeting must be held in line with
the current Government advice and therefore as it stands members
will not be allowed to attend in person, and I would encourage
shareholders to vote by proxy in advance of the meeting. Details of
how to do so are set out in the notice of meeting at the end of
this Report and Accounts.
I would like to take this opportunity to thank all our
shareholders, business partners and staff for their continued
support of the Company as we look to the development and evolution
of the Group.
Charles Hall
Chairman
20 May 2021
CHIEF EXECUTIVE OFFICER'S COMMENTARY
FOR THE YEARED 31 DECEMBER 2020
I am pleased to present the audited results for the year ended
31 December 2020. Alongside the financial statements and supporting
notes, a full review of business activities during the year is
provided within the Strategic Report.
Given that the results are for the period ended 31 December
2020, they reflect a historical position in terms of the Group's
progress and indeed its financial position. Accordingly, to assist,
we have included within the Strategic Report further information on
the key events post year end. 2020 was a year of challenges,
transition and growth for Metal Tiger. Notably the Company did not
undertake an equity fundraising in the financial period.
Furthermore in 2020, the Company completed a share buy-back (having
commenced in December 2019) resulting in the cancellation of
37,095,690 shares.
With the onset of the COVID-19 pandemic, a US election and
unprecedented levels of monetary and fiscal stimulus globally, it
was a difficult year in which to make high conviction decisions. On
the commodity front, gold hit an all-time high (unadjusted for
inflation) starting the year at around US$1,527/oz and hitting
north of US$2,050/oz and closing near to US$1,900/oz. From late
February to early April we experienced multiple global stock market
crashes, and in the middle of this unprecedented period, an oil
price war between Russia and Saudi Arabia occurred, turning oil
prices negative for the first time in history. There were several
other smaller crashes post April, as fears over further waves of
COVID-19 reignited selling. This was marked by a significant
retreat in portfolio valuations during September in the run up to
the US election as a result of a lack of Federal Reserve stimulus
outlook and uncertainty over the outcome of the US election. In
keeping with the general instability of 2020, certain markets
including the Dow Jones Industrial Average and the S&P500 hit
all-time highs towards the end of 2020. Tragically, in the middle
of this we lost our dear friend and esteemed colleague, Terry
Grammer, a pillar of the Board.
Several of the strategic plans for 2020 were in motion
pre-COVID-19. Part of the strategy for 2020 was to diversify in
order to focus on backing several strong management teams,
commodity classes, some excellent geology and a diverse range of
jurisdictions. In-spite of a significant increase in activity, we
maintained a strong level of risk concentration by opting to hold
Sandfire shares as our largest single position. We hold a firm
level of conviction as to the medium to long term value proposition
that Sandfire's equity presents, and we are strong believers in the
untapped exploration and production potential of the Kalahari
Copperbelt, especially in the face of trends such as resource
nationalism, electric vehicle adoption/original equipment
manufacturer commitments, likely large global government initiated
infrastructure programmes combined with declining copper grades
globally and a near total consensus regarding mounting near term
(next few years) substantial supply deficits. In that vein we took
steps in 2020 to deliver a commercial deal with Cobre Limited on
Kalahari Metals Limited in order to position it to be able to
drastically increase the level of exploration by having an
additional well financed funding partner all whilst maintaining a
similar economic interest. This deal has since completed and
Kalahari has commenced drilling at the Perseverance and Endurance
Projects at Kitlanya-East (near Sandfire's planned T3 Motheo
Production hub). Additionally, as part of this deal we ensured that
the Company's 2% net smelter return ("NSR") royalty over Kalahari
Metal's 100 %. owned tenements became unconditional. As a result of
the diverse and potentially complementary nature of our Kalahari
Copperbelt investments I believe the Company is uniquely
positioned, with longer term downside risk protection and with
several potential scenarios where exploration success could create
a value chain accretive multiplier across the basket of exposure.
As such, I believe we present a balanced way to play both the
current and future exploration and production potential of the
Kalahari Copperbelt over the short, medium and longer term against
a positive longer term price outlook for copper.
2020 wasn't a great year for copper, with the red metal almost
dipping below US$2/lb there were very real concerns that Sandfire
might have its operations materially affected by COVID-19 and that
commercially a decision might have been taken to place Degrussa on
care and maintenance. Fortunately, apart from some disruptions in
Botswana, which also impacted Kalahari Metals drill programme,
these concerns turned out to be unfounded and the copper price
recovered by the end of the year and as at publication recently hit
a 10 year-high.
Part of the resolve to maintain a strong level of exposure to
Sandfire was driven by Sandfire's discovery of the A4 mineral
deposit (early in 2020) and where a maiden Mineral Resource of
6.5Mt @ 1.5% Cu was announced in December 2020. This resource
excluded several announced high-grade copper and silver intercepts
including 35.70m @ 7.1% Cu and 116g/t Ag from 128.5m down-hole,
which includes 12.40m @ 13.3% Cu and 232.8g/t Ag, from 131.6m
down-hole in hole MO-A4-138D @ 16%Cu and 222.0g/t Ag and included a
section of 0.90m intercept of 61.16% Cu from 138.70m. As at the
date of publication of these accounts, and according to Sandfire's
March 2021 Quarterly, A4 is scheduled for an updated Mineral
Resource Estimate in the June Quarter, a maiden Mineral Reserve in
the September Quarter and a Feasibility Study is targeted for the
December Quarter. As noted by Sandfire, there remains a multitude
of untested/partially tested high conviction exploration targets
near the planned T3 Motheo plant and within licence PL190/2008
(excluding the T3 Project) and which therefore fall under Metal
Tiger's 2% NSR royalty.
As referenced in the 2019 Annual Report, we diversified Metal
Tiger's portfolio, developing, transitioning and expanding the
Company's investment approach and levels of activity. On its 2020
Originated Investment Portfolio (excluding active investments) the
Company delivered a Total Return percentage of 51% (see page 19 for
further details).
I would like to place on record my thanks to the team members
(both new and former) at Metal Tiger, my co-Directors as well as
our advisers who have all worked incredibly hard to bring the
Company to its present strong position.
And finally, but most importantly, my thanks to the shareholders
who have continued to support the Company. We continue to deliver
on identifying high conviction opportunities in line with our
investment approach where we believe the concentration of risk in
some of our larger investments will ultimately bear fruit and are
pleased that overall, they are relatively liquid, have some
downside protection, optionality and exposure to potentially
significant upside. We look forward to continuing to actively
assess investment opportunities as well as to manage them in an
active and diligent manner.
Michael McNeilly
Chief Executive Officer
20 May 2021
STRATEGIC REPORT
FOR THE YEARED 31 DECEMBER 2020
RESULTS
The results of the Group for the year ended 31 December 2020 are
set out the Consolidated Statement of Comprehensive Income and show
a profit before taxation for the year ended 31 December 2020 of
GBP3,787,000 (2019: GBP4,472,000).
The net asset value of the Group rose to GBP31,186,000 from
GBP26,937,000 being 20.3p per share from 17.4p per share in 2019 on
a fully diluted basis.
REVIEW OF THE BUSINESS DURING THE YEAR
The Group's operations are carried out within two segments for
reporting purposes.
The Project Investments segment includes investments into
mineral exploration and development projects either through
subsidiaries, associates or joint venture companies, operated by
the Group's in-country partners who have the requisite knowledge
and expertise to advance projects.
The Equity Investments segment includes either both strategic
investments (often Active) and those which are part of the
on-market portfolio (often Passive). Strategic investments are
those where Metal Tiger seeks to influence positively the
management of investee companies to enhance shareholder value. The
on-market portfolio consists of investments in listed mining
equities and warrants where the Board believes the underlying
investments are attractive. The Company seeks to make capital gains
both in the short and long term as a result of market mispricing or
an increase in underlying commodity prices.
The following sections of the review cover the operations of
both segments during the year, the Group's general investment
policy and central operations including administrative costs and
working capital.
Project Investments
BOTSWANA
Kalahari Metals Limited
On 20 January 2020, Metal Tiger announced that the Botswana
Ministry of Mines ("the Ministry") had granted approval for the
change of control of both Kitlanya Limited ("Kitlanya") and Triprop
Holdings (Pty) Limited ("Triprop"). Accordingly, following these
approvals, Kalahari Metals Limited ("KML") is interested in 100% of
Kitlanya and 51% of Triprop.
On 14 February 2020, Metal Tiger announced a further investment
of US$1.5 million in KML giving Metal Tiger a 62.2% interest in
KML. As part of the investment, Metal Tiger was conditionally
granted a 2% net smelter royalty over all KML's wholly owned
licences, being seven licences covering, in aggregate, 6,651km(2) .
The five exploration licences owned by Triprop (in which KML has a
51% interest) do not form part of the area covered by the
royalty.
On 9 March 2020, Metal Tiger announced that the drilling
programme at Kit-E had commenced. In addition, the Botswana
Department of Mines granted prospecting licence renewals for 100%
of the original licence areas, covering both Kit-E and Kit-W, for a
further two years. Exploration and in particular drilling
activities were suspended in April 2020, following the instigation
of a 28-day lockdown period ordered by the Government of Botswana.
Restrictions were relaxed in mid-June and drilling resumed in July
2020.
A total of 1,709m of diamond drilling was carried out in two
phases due to lockdown restrictions by OreZone Drilling. Five holes
(KIT-E_01 to 05) were drilled along the northern margin of the
Kit-E project using airborne electromagnetic ('AEM') conductors as
a guide. The drilling confirmed the presence of the D'Kar
Formation, including marker dark carbonaceous siltstones which
correlate with conductors in the AEM data. Trace Cu, Pb, and Zn
mineralisation has been identified on thrust/shear planes and in
underlying extensional zones associated with dilational
quartz-carbonate veins (holes KIT-E_02 and KIT-E_05). Important
alteration minerals (sericite, albite and haematite) often
associated with the distal portions of mineral deposits in the
Kalahari Copperbelt have been identified in proximity to several
thrust zones (holes KIT-E_02 and KIT-E_05). In addition to the
recently completed holes, drill core from historical drilling was
located and relogged. Of particular interest are holes NH01D to 07D
which, combined with KIT-E_05, provide a NW-SE section across the
main structure of interest. These results describe a broad
anticlinorium with superimposed doubly plunging anticlines and
synclines. The presence of mid to lower D'Kar Formation
stratigraphy, abundant pyrite, pyrrhotite and carbonaceous
siltstones provides encouragement that the stratigraphic position
in the D'Kar Formation, host rocks and trap-sites are analogous to
neighbouring T3 and A4 deposits.
KML Phase 1 North Target (now Endurance Target) Drill Hole
Details
Drill Hole No UTM_E UTM_N RL (m) EOH (m) Azimuth Dip Status
KIT-E_01 642368 7638590 1108 87.15 315 -70 Completed
KIT-E_02 642368 7638590 1108 356.90 135 -65 Completed
KIT-E_03 638083 7636653 1120 39.12 315 -65 Completed
KIT-E_04 638083 7636653 1120 567.38 135 -65 Completed
KIT-E_05 626982 7629850 1125 681.17 135 -75 Completed
A total of 1,101 additional soil geochemical samples were
collected over the North Target (now Endurance Target) providing
infill to an earlier phase of regional soil sample traverses.
Significant Cu and Zn anomalies were identified often corresponding
with interpreted shears and thrusts likely related to leakage from
underlying mineralisation. In addition, reprocessing and
remodelling of previously flown airborne electromagnetics
geophysical data provided significant additional information on
imbricate fold geometry which has been correlated with the
stratigraphic drill results to prioritise local fold structures in
the correct stratigraphy for follow-up drilling. Results from the
recent phase of exploration support the potential for shallow Cu-Ag
mineralisation in a similar setting to the neighbouring Sandfire
Resources A4 deposit.
On 24 August 2020, KML and its shareholders (including the
Company) entered into a binding heads of agreement with Cobre,
pursuant to which Cobre agreed to acquire 51% of the company (the
"KML Transaction") in exchange for 21,444,582 new ordinary shares
in Cobre subject to certain conditions precedent. On 15 December
2020, the Company announced that post completion of due diligence
by Cobre it had entered into a conditional Share Purchase Agreement
in respect of KML Transaction, which became unconditional on the 6
April 2021 and the transaction concluded on 9 April 2021. Further
details of the transaction can be found in the post-balance sheet
events section on page 43 of this report.
In the last Quarter of 2020, KML commissioned a high resolution
AEM and magnetic geophysics survey over the South Target (now
Perseverance Target) along with further soil sampling. These
results identified a late-time conductor associated with the
central part of the target potentially related to lower D'Kar
Formation stratigraphy. Further processing of the AEM data along
with detailed magnetic data, highlights local folding and faulting
in the hinge zone of the target offering potential pathways and
trap-sites for mineralisation. Soil sampling delineated a broad
zone of elevated Cu-Zn-Pb in the central core of the target
providing further support for underlying Cu-Ag mineralisation.
Environmental permitting
An Environmental Management Plan ("EMP") was submitted to the
Botswana Department of Environmental Affairs ("DEA") in 2018 and
2019 for each of the project areas. EMPs have been granted for all
the KML projects allowing for drill testing of targets. KML
contracts Loci Environmental Ltd to provide ongoing services
including drill site inspections to ensure the company EMP's are
maintained in good standing.
Licence summary
Licence
Area
KML Valid Valid Duration (km(2)
Holder Project Earn-in Licence ID for from Valid to (years) ) Status
Prospect Renewals
KML OCP 100% PL148/2017 Metals 01-Jul-20 30-Jun-22 2 998 submitted
PL149/2017 01-Jul-20 30-Jun-22 2 998
Sub-total 1,996
Base
Metal,
Precious
Metals & Renewals
Triprop NCP 51% PL035/2012 PGMs 01-Oct-20 30-Sep-22 2 622.72 submitted
PL036/2012 01-Oct-20 30-Sep-22 2 95.57
OCP 51% PL041/2012 01-Oct-20 30-Sep-22 2 58.8
PL042/2012 01-Oct-20 30-Sep-22 2 466.6
PL043/2012 01-Oct-20 30-Sep-22 2 197.7
Sub-total 1,441
Base
Metal,
Precious
Metals & Renewals
Kitlanya KIT-E 100% PL070/2017 PGMs 01-Apr-20 31-Mar-22 2 994 granted
PL071/2017 01-Apr-20 31-Mar-22 2 914
PL072/2017 01-Apr-20 31-Mar-22 2 845
KIT-W 100% PL342/2016 01-Jan-20 31-Dec-21 2 942
PL343/2016 01-Jan-20 31-Dec-21 2 956
Sub-total 4,651
Total Area 8,092
THAILAND
On 12 March 2020, the Company announced the termination of the
acquisition and joint venture agreement in respect of the Boh Yai
lead-zinc-silver mine in Thailand. The Company was unable to reach
terms with its prospective joint venture partner to accept a deal
without an upfront payment. In light of this, as well as the
prevailing macro-economic environment, the risk-reward ratio was
not acceptable to Metal Tiger given a number of factors, including
future allocation of funds to support existing investments,
potential future investments and the desire to maintain a strong
liquidity profile without the potential need to seek equity
financing. GBP731,000 had been invested in the project, and as
anticipated in our results for the year ended 31 December 2019,
this investment has now been written off during the financial year
ended 31 December 2020.
Metal Tiger retains twelve exploration licence applications in
Thailand which have been fully progressed at the relevant
permitting body, the Department of Primary Industries and Mines,
and to the Company's knowledge as at the date of publication of
these accounts, remain in good standing. Should these exploration
licence applications be granted, and confirmation of such is
awaited, the Board will consider whether or not to pursue
appropriate exploration programmes at the time of granting.
Equity Investments
The Equity Investments segment continues to invest in high
potential mining exploration and development companies with a
preference for base and precious metals. The focus is to invest in
mining companies that are significantly undervalued by the market
and where there is substantial upside potential through exploration
success and/or development of a mining project towards commercial
production. To differentiate between the Board's view of the
Company's strategy we categorise certain investments as either
Active or Passive.
Active investments are typically larger investments where Metal
Tiger seeks to positively influence the management of investee
companies by providing oversight and guidance at Board level to
enhance shareholder value and minimize downside risk. Usually,
Metal Tiger takes a greater than 10% and either takes a Board seat
as part of the investment and/or obtains formal Board
representation rights as long as it maintains a certain percentage
holding. It should be noted that in the case of Trident Royalties
plc and Artemis Resources Limited, Mark Potter, was not appointed
to these roles as a result of Metal Tiger's investment or through
any rights conferred by investment and as a result of this and the
size of Metal Tiger's percentage holding these are therefore not
categorised as active investments.
Metal Tiger's Passive investments are typically direct purchases
of listed mining equities and warrants but may include other
investment structures. The aim is to make capital gains in the
short to medium term. Investments are considered individually based
on a variety of criteria. Investments are typically stock exchange
traded on the TSX, ASX, AIM or LSE but can be private with a view
to obtaining an eventual liquidity event.
Key events during 2020
During the period 1 January to 31 December 2020, net assets in
the Equity Investments segment increased to GBP29,343,000 from
GBP22,149,000 and reported a profit of GBP4,449,000 before finance
and administrative costs. This was primarily driven by the increase
in value of the Company's recent investments in Cobre Limited and
Southern Gold Limited together with the dividend of GBP648,000 from
its holding in Sandfire, which is also included in the above profit
for the segment. The segment made an aggregate of 19 separate
investments in 2020 and fully or partially exited from 15 of those
positions. It should be noted that in some positions Metal Tiger
exited and re-entered positions.
The Company's largest equity investment as at 31 December 2020
was a 3.5% equity interest (6,296,990 ordinary shares) in Sandfire,
valued at GBP18,993,000. Sandfire is a mid-tier Australian mining
and exploration company listed on the Australian Securities
Exchange ("ASX") and operates the high-margin DeGrussa Copper-Gold
Mine, located 900km north of Perth in Western Australia, which
produces high-quality copper-in-concentrate with significant gold
credits. In addition, Sandfire also has development and exploration
projects in North America and Botswana.
A selection of key Sandfire developments in 2020 include:
-- Sandfire achieved record copper production of 72,238t Cu and 42,263 oz Au
(combined total from its Western Australia DeGrussa and Monty mines)
whilst reducing the C1 cash operating costs for FY2020 to US$0.72 per
pound of payable copper (FY19: C1 US$0.83).
-- Sandfire Board approved a 3.2Mtpa operation at the T3 Motheo project,
with development to start in Q1 2021. The development is targeting a
12.5-year mine life at circa 30ktpa Cu and 1.2Moz/pa Ag. At 3.2Mtpa the
estimated life-of-mine revenue of US$2.45 billion (A$3.5 billion) and
EBITDA of US$987 million (A$1,410 million) using a forecast long-term
copper price of US$3.16/lb. At this copper price the post-tax NPV7% of
US$206 million and an IRR of 21%. The project has a post-tax free
cash-flow of US$440 million, inclusive of development capital and a
payback of 3.8 years from production start. Development capital of US$259
million for mining pre-strip, process plant and infrastructure. The
project has all-in sustaining costs of US$1.76/lb for the first 10 years
of operations.
-- Sandfire noted that a 5.2Mtpa Motheo Copper-Silver Production hub concept
was emerging in light of the discovery of the A4 deposit (circa 8km away
from T3) which had a maiden JORC compliant Inferred Mineral Resource
estimate of 6.5Mt @ 1.5% Cu and 24g/t Ag for circa 100kt of contained
copper and 4.9Moz of contained silver (using a 0.5% Cu cut-off) (the
"Maiden Mineral Resource"). In fact, it was noted in Sandfire's press
release that they envisage that A4 has the potential to underpin its
near-term expansion opportunity to 5.2Mtpa, with further upside from
other near-mine exploration targets. An additional (on top of the US$259
million) US$20 million was approved to support rapid future expansion of
the T3 Motheo plant to 5.2Mtpa.
-- Sandfire noted in December 2020 that the second phase of drilling at the
A4 deposit was well advanced with six diamond core rigs conducting
in-fill and extensional drilling on a 25m x 25m drilling pattern with the
objective to elevate the Maiden Mineral Resource to an indicated mineral
resource category and test for potential extensions to the deposit. Three
holes with ultra-high-grade intersections were released by Sandfire which
were not included in the maiden mineral resource. These holes were:
-- Hole MO-A4-122D, which intersected two zones of strong vein-hosted
bornite and chalcocite mineralisation: Upper Zone: 33.0m @ 4.6% Cu
and 74.3 g/t Ag from 109m down-hole, including: 22.0m @ 6.0% Cu
and 98.2 g/t Ag from 120m down-hole; and 9.5m @ 11.7% Cu and
188g/t Ag from 130.5m down-hole; and Lower Zone: 13.5m @ 10.2% Cu
and 142.6g/t Ag from 169.0m down-hole, including 7.15m @ 16.0% Cu,
222.0g/t Ag and 2.9% Mo from 175.0m down-hole.
-- Hole MO-A4-138D (located 50m east along strike from MO-A4-122D)
intersected strong bornite and chalcocite mineralisation. Assays
received to date include the following intercepts: 35.70m @ 7.1%
Cu and 116g/t Ag from 128.5m down-hole, including: 12.40m @ 13.3%
Cu and 232.8g/t Ag, from 131.6m down-hole.
-- MO-A4-134D (located 100m east along strike from MO-A4-122D) also
intersected strong bornite and chalcocite mineralisation, as
follows: 6.48m @ 5.8% Cu and 80.9g/t Ag from 135.52m down-hole.
-- Sandfire noted that early work programs were underway at the A4 deposit
which included metallurgical test work, drilling for geotechnical and
geo-hydrological purposes, mining studies, environmental studies,
regulatory approvals and infrastructure studies aimed at fast-tracking
the evaluation of the A4 deposit and potentially integrating it with the
development plans at T3.
-- Sandfire Resources America Inc. which owns 100% of the Black Butte Copper
project and is circa 88% owned by Sandfire (via Sandfire BC Holdings Inc)
raised circa C$30.0 million with a contribution of C$25,630,415 by
Sandfire BC Holdings Inc). Sandfire Resources America completed its Black
Butte Copper project feasibility study and released an updated Mineral
Resource Estimate for the Lowry Deposit, which is 3km south-east of
Johnny Lee. The Black Butte Copper Project is located in south-central
Montana in Meagher County, 27km north of White Sulphur Springs and
consists of 3,223 hectares of fee simple lands under mineral lease by the
company and 525 mining claims on U.S. Forest Service Lands (USFS), leased
by the company totalling 4,037 hectares.
-- The feasibility study highlighted a maiden Mineral Reserve of 8.8Mt @
2.6% Cu for 226,100 tonnes of contained copper defined for the Johnny Lee
Upper and Lower Copper Zones. The Johnny Lee Deposit underpins an 8-year
mine life and is designed to be mined at 1.2Mtpa with average annual
production of circa 23,00 tonnes of copper metal at a C1 cash cost of
US$1.51/lb. The project is forecast to generate US$1.3 billion in gross
sales and US$ 518 million in pre-tax net cashflow during mine operations,
based on a copper price of US$3.20/lb (as at publication spot copper is
US$4.76/lb). At US$3.20/lb of copper the project has a post-tax NPV of
US$77.6 million, representing a 5% NPV and an IRR of 13%. The mine has a
construction capital cost of US$274.7 million. Sandfire Resources America
also published an updated Inferred Mineral Resource of 8.3Mt @ 2.4% Cu
for 199,500 tonnes of contained copper at the Lowry Deposit, 3km
south-east of Johnny Lee. The Lowry Deposit is not covered by the current
environmental permits and would need to undergo a further permitting and
approvals process.
-- Montana Department of Environmental Quality issued a Record of Decision
for the Johnny Lee mine on 9 April, 2020. The mine is currently facing a
legal challenge to the issuing of the Mine Operating Permit and the same
parties have also objected to the company's leasing of mitigation water
rights that have preliminary approval from the Montana Department of
Natural Resources and Conservation. In addition to the approved Mine
Operating Permit there are 27 other permits or plans that need to be
approved and as at 27 October 2020 five permits/plans had been approved
nine applications had been submitted and nine applications were in the
process of being completed.
Other material equity investments as at 31 December 2020,
include:
Active Investments:
Cobre Limited ("Cobre")
Cobre is an ASX listed (ASX:CBE) resource exploration company
with prospective projects in Western Australia in copper, gold,
silver and zinc. As at 31 December 2020, the Company held
20,900,000 ordinary shares representing 19.99% of the issued
ordinary share capital of Cobre and valued at GBP3,300,000. Michael
McNeilly was appointed as a Non-Executive Director as part of the
investment in 2019 and remains on the Board. Cobre listed on the
ASX in January 2020 raising A$10 million.
A summary of key Cobre developments for 2020:
- Completed several phases of exploration including 2 drill
programmes in the year which resulted in drill testing of several
prospective targets identified via a combination of airborne and
moving loop electromagnetic surveys, geochemistry and downhole
surveys. Many of the holes resulted in several intersections of
anomalous volcanic-hosted massive sulphide ("VHMS") mineralisation
at several of the targets across the Perrinvale Project.
- Metallurgical test work on Perrinvale's Schwabe Prospect
mineralisation was commenced, including an additional recleaner
stage and confirmation of physical properties.
- Acquired the remaining 20% minority stake in Toucan Gold Pty
Ltd to move to 100% of the Perrinvale VHMS Project.
- Signed a share purchase agreement in respect of a 51% interest
in Kalahari Metals Limited. This acquisition has since largely
completed (save for change of control), as announced on 12 April
2021 and further information can be found in the post balance sheet
events section on page 43.
Southern Gold Limited ("Southern Gold")
Southern Gold is an ASX listed resource exploration and
development company with gold epithermal exploration properties in
South Korea. Metal Tiger made two investments in Southern Gold
during 2020 and as at 31 December 2020 held 37,794,000 shares
representing 17.14% of the issued share capital of Southern Gold as
well as 7,284,500 AU$0.18 warrants which expire on 19 October 2022,
valued at GBP2,863,000. As part of the investment agreement, Metal
Tiger obtained Board nomination rights which are maintained as long
as the Company has a relevant interest in at least 10% of the
issued share capital of Southern Gold. Terry Grammer was to be
appointed to the Board of Southern Gold but due to his sudden and
tragic passing Michael McNeilly was nominated and joined the Board
as a Non-Executive Director following Metal Tiger's initial
investment.
- A summary of key Southern Gold developments for 2020:
- Southern Gold raised a total of A$14,200,000 before costs in
equity fundraising enabling multiple drilling campaigns on multiple
targets.
- Well regarded economic geologist, Douglas Kirwin joined the
Board during Q1 2020 and this was an important condition precedent
of Metal Tiger's investment.
- Drill programmes totalling 4,961 metres were completed/results
were received back from programmes at the Beopseongpo Gold Project
(1,989m), the Aphae Gold Project (720.46m), the Deokon Gold-Silver
Project (878m), the Weolyu Gold-Silver Project (671m) and the
Dokcheon Gold-Silver Project (702m).
- Concurrent with drilling programmes, an underground channel
sampling programme was completed at Deokon and reconnaissance
traversing/sampling programmes were completed at Deokon and
Dokcheon, with two new target zones being identified at the former.
Project generation activities, including the taking of 238 samples,
resulted in new targets for tenure application at Geum-Mar, Daeam
Valley, and Janghwai.
- Southern Gold is in an incorporated joint venture with
Bluebird Merchant Ventures plc ("BMV") at the Gubong and Kochang
(Geochang) projects in the Republic of Korea (with each party
holding an equity interest of 50% in each joint venture (JVs)). As
advised in its ASX release of 14 September 2020, Southern Gold is
deemed to have offered for sale both of its joint venture interests
to BMV and BMV has elected to acquire them. In accordance with the
Joint Venture Agreements the price payable by BMV is US$9,945,000.
Discussions are in an advanced stage and an update to the market is
expected in the coming Quarter.
- COVID-19 has caused modest disruption for Southern Gold and
the team has been relatively effective at addressing relevant
issues where possible. Unfortunately, a lack of international
travel persisted from the outbreak of the pandemic which meant that
senior expatriate geologists, including the exploration geologists,
were unable to provide in-country support to the local team.
Passive Investments:
The Company also invested during 2020 in several exploration and
development companies in Asia, North America, South America and
Australia, with exploration projects in copper, gold, silver, zinc,
and tungsten.
During 2020, fifteen new minority equity investments and four
follow-on minority equity investments at a total investment cost of
GBP6,352,206 were made in 2020.
Eighteen minority equity investments were partially or
completely exited in 2020 raising gross proceeds of
GBP4,050,000.
Summary of investments made in new portfolio companies and fully
exited in 2020
Investment Listing Investment
Canyon Resources Limited* ASX 3,000,000 ordinary shares
Greatland Gold plc* AIM 8,108,108 ordinary shares
Predictive Discovery Limited* ASX 2,678,572 ordinary shares
*new investments made in 2020
Outlook
At 31 December 2020, the majority of Metal Tiger's investment
portfolio remains invested in Sandfire. Sandfire continues to
operate the high margin DeGrussa copper-gold mine, located 900km
north of Perth, Australia, and continues to progress to commercial
production a number of base metals development projects in North
America, Africa and Australia. The Company is optimistic that given
the strong management, current copper price outlook, macro
environment and its strong balance sheet position, free cash flow
generation, exploration upside and the likely addition of A4 as a
significant contributor to T3 production that it will perform well
as an investment in 2021.
Metal Tiger also has a number of Equity Investment holdings in
early stage, exploration-focused companies as well as some
development stage companies. Some of these investments are higher
risk and may result in substantial gains or a significant loss of
value. Some of these companies are actively pursuing exploration
drilling campaigns and we actively monitor the results of these
companies. The Company is very active in assessing new
opportunities sourcing and screening deal flow from a variety of
sources.
Summary of listed investments held at 31 December 2020
Value at
Investment Listing Description No. of securities held year end GBP
2,842,667 ordinary
shares (held as a
Copper, gold non-current asset as 8,575,000
Sandfire and silver security for loan- Note
Resources mining and 23 3,454,323 ordinary
Limited ASX exploration shares (uncharged) 10,418,000
Copper, gold,
silver and
zinc 20,900,000 ordinary
Cobre Limited ASX exploration shares 3,300,000
37,794,000 ordinary
shares 7,284,500
Southern Gold Gold warrants (A$0.18 expiry 2,664,000
Limited** ASX exploration 19/10/2022) 199,000
Pan Asia Lithium and
Metals tungsten 8,928,797 ordinary
Limited ASX exploration shares 680,000
2,333,333 ordinary
Sable Gold and shares 1,666,666
Resources silver warrants (C$0.20 expiry 469,000
Limited* TSX-V exploration 10/9/2023) 174,000
44,250,000 ordinary
Molyhil shares 12,500,000
Thor Mining tungsten warrants (1p, expiry 354,000
plc AIM/ASX project 23/1/2022) 52,000
Artemis
Resources Gold 4,760,000 ordinary
Limited* TSX-V exploration shares 309,000
Base and 970,888 ordinary shares
Pan Global precious 694,444 warrants
Resources metal (C$0.28 expiry 279,000
Inc TSX-V exploration 20/02/2022) 141,000
Copper
Marimaca exploration 146,956 ordinary shares
Copper and 70,978 warrants (C$4.1 274,000
Corporation* TSX-V development expiry 1/12/2022) 52,000
Diversified
Trident mining
Royalties royalty and
plc* AIM streaming 685,000 ordinary shares 274,000
Talon Metals
Corporation* TSX-V Base metals 666,700 ordinary shares 195,000
2,494,260 ordinary
shares 1,250,000
Los Cerros Gold warrants (A$0.10 expiry 176,000
Limited* ASX exploration 11/02/2022) 45,000
Catalyst
Metals Gold
Limited* ASX exploration 146,956 ordinary shares 171,000
Tanga
Resources Gold 3,000,000 ordinary
Limited* ASX exploration shares 88,000
Eagle Copper and
Mountain gold
Limited * ASX exploration 306,366 ordinary shares 79,000
2,000,000 ordinary
shares 1,000,000
Aurelius Gold warrants (C$0.07 expiry 69,000
Mineral Inc TSX-V exploration 7/7/2022) 27,000
Geopacific Gold and
Resources copper
Limited* ASX development 66,185 ordinary shares 16,000
Arizona Gold and
Metals copper 77,000 warrants (C$0.85
Corp* TSX-V exploration expiry 29/11/2021) 21,000
*new passive investments made in 2020
** new active investments made in 2020
Summary of unlisted investments held at 31 December 2020
No. of
securities Value at
Investment Listing Description held year end GBP
Australian Private; Gold and 1,000,000
Gold and listed on ASX copper ordinary
Copper* 20/1/2021 exploration shares 113,000
Private; Gold, copper 625,000
Torrens Mining listed on ASX and cobalt ordinary
Limited* 7/1/2021 exploration shares 70,000
3,840,909
ordinary
Tally Limited Private Gold currency shares 58,000
*new passive investments made in 2020
Summary of recent trading performances
Total return percentage
Cash
inflows
from Market
Currency of Cash redemptions value of
underlying outflows of of residual Total Total return
investment investments investments positions return GBP %
Australian
Dollar 2,510,191 1,530,598 1,890,270 910,677 36%
Canadian
Dollar 1,022,182 368,485 1,421,923 768,226 75%
Great
British
Pound 827,407 1,076,780 274,000 523,373 63%
Combined 4,359,780 2,975,863 3,586,194 2,202,277 51%
The table reflects the combined total return performance of new
passive investments made during 2020 as indicated in the three
tables above by a *
Investment Policy
Proposed investments to be made by the Group may be: either
quoted or unquoted; made by direct acquisition or through farm-ins;
may be in companies, partnerships, joint ventures; or direct
interests in mining projects. Target investments will generally be
involved in projects in the exploration and/or development stage
and/or producing mines.
The Group's Project Investments currently remain focused on
projects located in South East Asia, Australia, Africa and Europe
but the company will also consider investments in other
geographical regions. The Directors identify and assess potential
investment targets and, where they believe further investigation is
required, appoint appropriately qualified advisors to assist.
The Group carries out a comprehensive and thorough project
review process in which all material aspects of any potential
investment are subject to appropriate due diligence.
The Group's Equity Investments segment includes both strategic
and on-market investments. In considering acquisitions and
hold/sell decisions the Group considers the commodity price
outlook, the track record of management, the ability for the Metal
Tiger management team to "add value" through corporate governance,
financial and technical expertise, the potential to increase
substantially the value of any mining asset through exploration and
development regardless of commodity price performance, and the
ability to exit. Investments are made in low and medium risk
geographic jurisdictions.
The Company intends to deliver shareholder returns principally
through capital growth rather than income distribution via
dividends and actively manages its investment portfolio to achieve
this aim. Given the nature of the investing policy, the Company
does not intend to make regular periodic disclosures or
calculations of net asset value. The Board considers that, in due
course, the Company may require additional funding as investments
are made and new investment opportunities arise.
Administrative Expenses
The level of administrative costs in the year can fluctuate
significantly depending on the level of costs in the Group and can
fluctuate significantly depending on the level of activity both as
regards the work carried out on acquisitions and disposals, in
managing Project investments and, in our subsidiaries, in
operational project costs, which are written off unless they comply
with the Group's capitalisation policy as set out in note 2 to the
financial statements, and on the level of professional costs,
principally legal costs, involved with project acquisition and with
Equity Investment purchases and sales.
The Company is pleased to report that notwithstanding increased
legal costs incurred in respect of the impending ASX listing and
costs associated with closing the London office, together
accounting for more than GBP200,000, both of which are not deemed
to be recurring, the administrative costs reduced from GBP3,380,000
in 2019 to GBP2,934,000 in 2020. The Board constantly evaluates the
appropriateness of the costs base and this will continue throughout
the ensuing year, and during these uncertain market times.
Finance and Working Capital
The Company further utilised a portion of its available loan
facilities as detailed more fully in note 24, where the equivalent
of GBP2,620,000 (2019: GBP4,224,000) was drawn down during the
year, net of finance costs. During the year the Company repaid the
equivalent of GBP245,000 towards the drawn down loans by way of
applying the cash effects of the dividend which accrued to the
portion of shares held as security for the loans. The loans are
repayable in tranches commencing 16 December 2022 through to 8
December 2023 and are secured by 2,842,667 ordinary shares in
Sandfire held by the Company. The Company is partially protected
from movements in the price of the security shares, and hence on
the funds needed at repayment of the loan, by a put/call
arrangement with the lender. Subject to the lender's approval, the
pricing of a deal and the value of the remaining uncharged Sandfire
shares which would be used as security, further draw downs on the
master facility agreement are available. Further details of the
derivatives and the loans are given in notes 18 and 24
respectively.
Dividends received from Equity Investments amounted to
GBP648,000 (2019: GBP527,000).
Operating cash flows before working capital changes, including
expensed exploration costs relating to Thailand and closing of the
London office consumed GBP2,441,000 (2019: GBP2,461,000). As part
of the continuing cost optimisation drive by the Board the
operating cash burn rate will continuously be monitored.
There was more investment activity during the year with
GBP7,219,000 (2019: GBP1,174,000) expended on new/incremental
investments within the Equity Investments segment and GBP982,000
(2019: GBP1,472,000) on funding Project Investments operations in
Botswana (2019: Botswana and Thailand), whilst GBP5,013,000 (2019:
GBP909,000) cash was generated from sales from the Equity
Investments segment.
The Group had cash reserves on 31 December 2020 of GBP458,000
(2019: GBP5,007,000) and net current assets of GBP21,116,000 (2019:
GBP21,734,000). Undrawn loan facilities at year-end amounted to
GBP4,171,798 (2019: GBP6,622,500), as more fully detailed in note
29.
KEY PERFORMANCE INDICATORS
The key performance indicators
are set out below:
Change
31 December 2020 31 December 2019 %
Net asset value GBP31,186,000 GBP26,937,000 +16%
Net asset value -- fully diluted
per share (1) 20.3p 17.4p +16%
Closing share price 23.5p 13.8p +70%
Share price premium/(discount) to
net asset value -- fully
diluted 16% (20)%
Market capitalisation GBP36,028,232 GBP21,439,000 68%
(1) Fully diluted net asset value is calculated on the aggregate
number of shares in issue at the year end and the number of
warrants and options in the money at the year end. There were
962,996 warrants in the money at the yearend (2019: none).
Given the nature of our investments, the tendency is for
investors to look at the Group's net assets and compare this to
market capitalisation. For Metal Tiger, this simplistic valuation
metric does not work, as the Group is focused on investment in
major resource projects where the value of an interest can increase
very rapidly with successful ground exploration or corporate
developments. This is also relevant with Royalties as an asset
class, where initial valuations are determined using initial drill
result announcements in the market domain, however as the resource
is further proven up any additional resource will exponentially
increase the value of an uncapped Royalty.
Where a project or investment has been made to acquire
commercially valuable interests, or where the Group has acquired
valuable project data and strategic positioning in exploration
licences, mining licences and licence applications, then the costs
of investment will be capitalised in the Statement of Financial
Position at the period end.
Shareholders should note therefore that at present the published
net asset position of the Group will largely comprise the working
capital representing predominantly cash investments in joint
ventures and associates, liquid tradeable resource shares, and
initial recognition of Royalties.
POST YEAR DEVELOPMENTS
Project Investments
Botswana -- Kalahari Metals Limited
As more fully detailed under the Cobre section of Equity
investments below, the Company effectively diluted its holding in
KML from 62.17% to either 49% or 50.01%, dependent on the approval
of change of the control being approved by the Botswana
authorities, in return for an increased shareholding in Cobre
Limited. As announced on 19 April 2021, a total of 7,000m of
drilling approved by the Joint Venture Board, to be phased with an
initial 5,700m of diamond core and reverse circulation drilling
with a further 1,300m available for optional follow-up diamond
drilling dependent on results. As announced on 11 May 2020,
drilling commenced at the Endurance and Perseverance targets
(previously named North Target and South Target respectively).
2021 Field Programme
A drill focused exploration plan has been designed to test a
number of compelling targets on the Kit-E and Kit-W projects,
including:
-- Structurally controlled trap-sites in Kit-E identified in AEM and
magnetic, soil sampling and stratigraphic drilling programmes completed
in 2020;
-- Conductive fold targets in Kit-W with an analogous AEM response to
Sandfire's A4 and T3 deposits.
Equity Investments
Sandfire Resources Limited
Sandfire Resources is an ASX listed (ASX:SFR) mid-tier mining
and exploration company. Sandfire Resources operates the
high-margin Degrussa Copper-Gold Mine, located 900km north of
Perth, Western Australia.
Sandfire paid an interim dividend of A$0.08 per share in March
2021. Metal Tiger received circa GBP155,000 on the shares that were
not subject to the equity derivative financing arrangement. As a
consequence of this dividend the loan balance on the shares subject
to the equity derivative financing arrangement was lowered by
A$227,413.
Sandfire had a strong March Quarter and announced on 28 April
2021:
-- Group cash on hand as at 31 March 2021 of A$463.6 million and no debt
(excluding lease liabilities).
Degrussa Operation (Australia):
-- 16,803 tonnes of contained copper production in the March 2021 Quarter at
a C1 cost of US$0.87/lb along with 9,100oz Au with guidance given to meet
the upper end of 67-70kt Cu and 36-40koz Au.
-- Continued multi-pronged exploration programs continued across the
Doolgunna Province. A circa 2,400m deep diamond hole is in progress at
Red Bore to provide a platform for down-hole geophysical surveys to test
the conceptual feeder zone down-plunge of the C5 deposit.
-- Current phase of drilling completed at the Old Highway Gold Prospect.
Work continues on studies for the Company's gold transition strategy.
Tshukudu (Botswana):
-- Initial site activities commenced at the T3-Motheo Project with
sterilisation drilling underway, clearing for a 15km access road and for
the construction of a 200 - person camp. Orders placed for all key
process equipment and tenders for the mining contract and other key items
well advanced.
-- Mining Licence for the T3 Project expected to be awarded in the June 2021
Quarter (April - June), clearing the way for major construction
activities to commence.
-- Resource drilling program completed at the A4 deposit to allow upgrading
of the existing Inferred Resource to Indicated status. The upgraded
Resource will underpin the completion of a Feasibility Study and maiden
Ore Reserve, which are on-track for delivery in the September 2021
Quarter.
-- Exploration focus shifted to other priority targets within the Motheo
Expansion Project as part of a major step up in drilling of new targets
commencing in the June 2021 Quarter.
T3 Motheo Project:
-- Presentations were made to the Department of Mines as part of the Mining
Licence approval process and to the Ghanzi Regional Council, with
additional information requested by and supplied to the Department of
Mines in April.
-- Pre-development activities continued during the Quarter at the T3-Motheo
Project, with a program of sterilisation drilling undertaken across key
infrastructure locations (Tailings Storage Facility and Plant Site). 24
sterilisation holes (2,880m) planned and started in mid-March and
expected to be completed in May (note more details in section 5.2 of
Sandfire's release on 28 April 2021).
-- The Government of Botswana has not notified Sandfire of its intention
regarding the acquisition of an ownership stake (can own up to 15% fully
contributing interest).
-- Power Supply Agreement for the High Voltage Power Supply from the
Botswana Power Corporation (BPC) is in its final stages of negotiation
and expected to be completed in the June 2021 Quarter. Expressions of
Interest have also been received for the build, own, operate and transfer
(BOOT) of a solar generation plant to supply up to 30% of the mine's
electrical load.
-- Proposals to provide debt financing for the T3-Motheo Project were
received from nine participating banks, with the proposals currently
being analysed and short-listed.
-- Recruitment has commenced for a number of senior positions, including
Executive Head of Botswana and General Manager Motheo Operations, with
appointments expected in coming months.
A4 Resource Drilling and Feasibility Study
-- A maiden JORC 2012 compliant Inferred Mineral Resource for the A4 deposit
in December 2020, comprising 6.5 million tonnes grading 1.5% copper and
24g/t Ag for an estimated 100,000 tonnes of contained copper metal and
4.9 million ounces of silver was announced on 1 December 2020.
-- During the March 2021 Quarter, Sandfire completed in-fill and extensional
drilling at the A4 Copper-Silver deposit, located 8km west of the planned
Motheo processing plant, aimed at upgrading the existing Inferred
Resource to Indicated status to underpin the completion of a Feasibility
Study.
-- Work also commenced on the A4 Feasibility Study with a target of
completing the study and submitting the ESIA for the A4 project in the
December 2021 Quarter.
-- Given its proximity to the planned processing plant and infrastructure at
T3, the A4 deposit has the potential to become an important source of
higher grade ore for the Motheo Production Hub and supports the potential
expansion from the Base Case of 3.2Mtpa to 5.2Mtpa for the Motheo
Production Hub.
-- Localised high grade vein intersections were not included in the maiden
Inferred Mineral Resource and will be included in the updated Mineral
Resource estimate for A4 expected in the June 2021 Quarter. The results
also demonstrate the potential for further high-grade mineralisation
potentially occurring elsewhere along the A4 Dome and in other untested
targets in the T3 Expansion Area where drilling is being stepped up.
-- A maiden Ore Reserve Estimate is expected to be completed in the
September 2021 Quarter and a Feasibility Study in the December 2021
Quarter.
-- An extensive geotechnical drilling program commenced at the A4 deposit in
March, with approximately 47% of the 2,340m program completed by
Quarter-end. Preliminary mining studies were also completed, with key
outcomes from a Scoping Study on the A4 deposit confirming the potential
of the project to substantially increase cash-flows from the T3 Project
with the inclusion of ore from a two-stage open pit at A4.
-- Metallurgical testwork commenced, along with groundwater studies and
water bore drilling. Work also commenced on the potential consolidation
of environmental approvals within the Motheo Hub.
Tshukudu Exploration
-- Targeting high-grade satellite discoveries within the Motheo Expansion
Project area with the potential to increase the scale of the Motheo
Production Hub;
-- Delineating additional Resources with the potential to extend mine life;
and
-- Targeting major new regional discoveries to unlock the copper belt's
broader potential.
-- With the completion of in-fill drilling at the A4 deposit, the focus of
exploration drilling has shifted to other targets within the Motheo
Expansion Project with drilling underway at TG02, south of the A4 deposit,
and TG07, located 3km west of the planned T3 open pit. Drilling at a
third target, TG06, 8.5km west of T3, is planned as soon as access is
available.
-- Other priority targets within the Motheo Expansion Project include A1,
A27, T1 and T2 East, which are located within circa 30km north and
north-east of T3 on private farms. Access to these targets is currently
being negotiated.
-- During the Quarter, Sandfire commenced deep drilling to test the
mineralised NPF contact at the western end of the A4 Dome, approximately
1km west of previously reported copper intersections. Hole MO-A4-150D
intersected a wide down-hole interval of weakly disseminated chalcocite
and bornite mineralisation, with true width unknown. The hole lifted
significantly and failed to intersect the NPF contact and a follow-up
hole with a rig more suited to controlled drilling is currently being
planned.
Black Butte (USA)
-- Exploration drilling program completed to identify additional Mineral
Resources in close proximity to planned infrastructure, with assay
results expected in May 2021.
Sandfire Resources also has development and exploration projects
in North America and Botswana.
Cobre Limited
On 6 April 2021, Cobre Limited announced at an extraordinary
general meeting, that its shareholders had approved its investment
in Kalahari Metals Limited, see Projects Investments (above), The
key terms, being the acquisition of a 51% interest in Kalahari
Metals Limited by Cobre, for which in aggregate and ultimately
21,444,582 new Cobre shares will be issued to the existing KML
Vendors. Post the closing of the transaction, the Company will have
an effective 20.72% holding of Cobre then enlarged share capital,
in exchange for the dilution of the Company's interest in KML,
which will then be 49%, subject to receipt of change of control
approval, in respect of KML, from the Minister of Energy and Water
Resources of the Republic of Botswana, otherwise it will remain at
50.01%, with an equalisation of the consideration shares to be
issued.
As announced on 29 April 2021, field exploration recommenced at
the Company's Perrinvale Project in Western Australia.
Drilling at Kalahari Metals Project commenced on 11 May
2021.
Southern Gold Limited
Southern Gold is an ASX listed resource exploration and
development company with gold epithermal exploration properties in
South Korea. As announced on 4 January 2021, Metal Tiger purchased
1,225,000 shares in SouthernGold bringing its total holding in the
Company to 37,794,000 Southern Gold shares, representing 17.72% of
the issued share capital of Southern Gold.
As announced on 19 April 2021, soil sampling over the northern
Golden Surprise trend confirmed the Au-Ag mineralised zone extends
at least one kilometre in strike length and remains open and has
identified coincident Au-Ag-As anomalies and potential intersecting
structural trends at the Nettle Zone.
As announced on 29 April 2021, commercial negotiations continue
regarding the settlement of Southern Gold's sale of the 50% Joint
Venture interests in the Gubong and Kochang projects for a price of
US$9.945 million, as determined by and independent expert.
Furthermore, it is noted that by Southern Gold that there will
be a strong focus on field work in South Korea during the
post-winter field season to build up future drill targets.
Palladium One Mining Inc
Palladium One is an exploration company targeting district
scale, platinum-group-element (PGE)-copper nickel deposits in
Finland and Canada. Its flagship project is the Lantinen Kollismaa
or LK Project, a palladium dominant platinum group
element-copper-nickel project in north-central Finland.
The Company subscribed for 340,000 units in Palladium One Mining
Inc. ("Palladium One") (TSXV:PDM) at a price of C$0.29 per unit,
for a total investment of approximately C$99,000 (approximately
GBP56,000), as part of Palladium One's C$15 million fundraise
announced on 24 February 2021. Each unit consists of one common
share in Palladium One and one-half of one common share purchase
warrant exercisable at a price of C$0.45 any time prior to 24
February 2023.
Millennial Silver Corp
Millennial is an acquisition company that will be looking to
complete a series of transactions (collectively, the
"Transactions") among 1246768 B.C. Ltd ("768"), Millennial and
Clover Nevada LLC that will, among other things, result in 768 (to
be named "Millennial Precious Metals Corp.") indirectly acquiring
Clover Nevada LLC's interest in each of the Wildcat Property, the
Mountain View Property, the Marr Property, the Ocelot Property, the
Eden Property and the Dune Property located in Nevada and a lease
and option to purchase the Red Canyon Property also located in
Nevada. The Transactions are conditional on the TSX Venture
Exchange approving the listing of the post-consolidation common
shares of 768 (the "Resulting Issuer Shares"), and other customary
conditions.
The Company subscribed for 300,000 shares in Millennial Silver
Corp. ("Millennial"), at a price of C$0.50 per share, for a total
investment of C$150,000 (approximately GBP85,200), as part of
Millennial's C$24 million equity financing in connection with the
proposed business combination with 1246768 B.C. LTD ("768") to form
Millennial Precious Metals Corp., which was announced as having
closed on 11 February 2021 . Millennial Precious Metals commenced
trading on the TSX-V on 10 May 2021 under the ticker MPM.
Antipa Minerals Limited
Antipa is an ASX-listed mineral exploration company focused on
exploring the Paterson Province of Western Australia which hosts
several world-class mineral deposits, including the Telfer
gold-copper-silver mine, the Winu copper deposit and the Havieron
gold discovery. Antipa has significant farm-in agreements with Rio
Tinto, Newcrest Mining and IGO limited and has consolidated a
majority of exploration tenure in eastern Paterson.
As announced on 21 April 2021, Metal Tiger subscribed for
7,142,860 new ordinary shares in Antipa at an issue price of
A$0.042 per share for a total consideration of approximately
A$300,000 (c.GBP166,176). The investment was part of an
institutional placement by Antipa of approximately A$22 million and
Share Purchas Plan of up to A$3 million for a total capital raise
of up to A$25 million.
Antipa announced commencement of drilling at their 100% owned
Minyari Dome Project on 13 May 2021.
Trident Royalties plc
Trident is a growth-focused, diversified mining royalty and
streaming company, aiming to provide investors with exposure to a
mix of base and precious metals, bulk materials (excluding thermal
coal) and battery metals.
The Company subscribed for 474,043 new ordinary shares of 1
pence each ("Trident Shares") in Trident Royalties plc ("Trident")
(LSE:TRR) at a price of 34 pence per share, for a total investment
of GBP161,175 (US$225,000) (the "Investment"). The Investment is a
follow-on to an existing investment in Trident.
The Investment forms part of a placing of, and subscription for,
new Trident Shares raising approximately GBP20.7 million
(approximately US$28.9 million) to finance the acquisition of a 60%
interest in an existing gross revenue royalty over the Thacker Pass
Lithium Project operated by Lithium Americas Corp (NYE: TSX:
LAC)
Armada Exploration Limited
Armada holds two exploration licences, prospective for magmatic
Ni-Cu sulphide, in Gabon, covering a total area of nearly
3,000km(2) . The licence holding is considered to present a
frontier district-scale exploration opportunity.
The Company subscribed for 5,000,000 new ordinary shares at a
price of US$0.15 in Armada for total consideration of US$750,000
via a promissory note with US$350,000 to be invested up-front and
with the US$400,000 to be paid in monthly instalments of US$80,000
over the next five months. In the event of a public listing the
Company will need to settle any outstanding amounts under the
promissory note in full at the time of the public listing. Metal
Tiger owns 18.5% of the issued ordinary share capital of Armada.
The Company has been given the right to appoint a director to the
Board of Armada (or equivalent top co, in the event of a
restructuring as part of a listing); Metal Tiger has received
3,333,333 36-month options issued at US$0.225
Summary of investments made between year end and the date of
release of the financial statements.
Investment Listing Description Initial Investment
made
Armada Exploration Private Nickel and Copper 5,000,000 ordinary
Limited*** exploration shares 3,333,333
warrants (US$0.225
expiry 01/04/2024)
Todd River Resources ASX Nickel exploration 4,740,000 ordinary
Limited* shares
Palladium One * TSX-V Palladium exploration 340,000 ordinary
shares 170,000
warrants (C$0.45
expiry 22/02/2023)
Mt. Malcolm Mines ** Private Gold exploration 500,000 ordinary
shares
Inflection Resources CSE Copper and Gold 468,750 ordinary
Limited ** exploration shares 234,375
warrants (C$0.5
expiry 17/05/2023)
Millennial Precious Private Gold and Silver 300,000 ordinary
Metals Corp** exploration shares
Monarch Mining TSX-V Gold exploration 74,500 ordinary
Corporation** shares
Antipa Minerals ASX Copper and Gold 7,142,860 ordinary
Limited** exploration shares
Camino Minerals Corp** TSX-V Copper exploration 5,882,353 ordinary
shares 2,941,176
warrants (C$0.25
expiry 18/05/2023)
Aurelius Minerals TSX-V Gold exploration 250,000 ordinary
Inc** shares
Trident Royalties plc* AIM Diversified mining 474,043 ordinary
royalty and streaming shares
Los Cerros Limited* ASX Gold exploration 1,906,403 ordinary
shares
Arizona Metals Corp*** TSX-V Gold and copper 77,000 ordinary
exploration shares
Moxico Resources plc** Private Copper producer 500,000 ordinary
shares
*new investments made in 2021 and partially exited.
** new investments made in 2021 and positions maintained.
*** exercise of warrant in 2021 and positions maintained.
Exercise of warrants
During the period commencing on 13 January 2021 and ending on 9
March 2021, 1,788,852 new shares were issued as a result of the
exercising of Warrants by warrant holders. The total cash
consideration received amounted to GBP304,806 at a weighted average
exercise price of 17p.
Proposed ASX listing
Pursuant to the Company's announcement of the 21 August 2020,
wherein the Company announced its intention to pursue a secondary
listing on the official list of the Australian Stock Exchange
("ASX"), the Company received conditional approval as announced on
29 January 2021, and expects to fulfil all material conditions
shortly after the release of this Annual Report. The Board believes
that the secondary listing will expand the profile of the Company
and its shares, create improved price discovery in the shares,
provide access to new potential investors, and improve deal flow in
Australia.
PRINCIPAL RISKS AND UNCERTAINTIES
The main business risk is considered to be investment risk.
The Company faces external risks which are those that can
materially impact or influence the investment environment within
which the Company operates and can include changes in commodity
prices, and the numerous factors which can influence those changes,
including economic recession and investor sentiment and including
the current and potential effects of the coronavirus pandemic.
The Company's project is located in jurisdictions other than the
UK (being Botswana) and therefore carries with it country risk,
regulatory/permitting risk and environmental risk. Project
Investments tend to be at different stages of development and each
stage within the mining exploration and development cycle can carry
its own risks. These risks are mitigated by the Metal Tiger Board,
Executive Board, senior management and where needed consultants
actively working as the operators of projects.
It should be noted that the Company does not operate its project
investments on a day-to-day basis and whilst the Board looks to
structure investments in a format in which Metal Tiger's senior
management and the Board can influence, obtain high level oversight
(often at board level) and use legal agreements to provide control
mechanisms (often negative control) to protect the Company's
investments, there is a risk that the operator does not meet
deadlines or budgets, fails to propose or pursue the appropriate
strategy, does not adhere to the legal agreements in place or does
not provide accurate or sufficient information to Metal Tiger.
Commodity prices have an impact on the investment
performance/prospects of both equity investments and project
investments. The extent of the impact varies depending on a wide
variety of factors but depend largely by where the investment sits
on the mineral development curve. Many of Metal Tiger's investments
sit at the beginning of this curve, but its largest single
investment, Sandfire's main asset, Degrussa, together with its
nearest potential development asset, the T3 Project, sit towards
the end of this curve. Commodity price risk is pervasive at all
stages of the development curve, but other prominent risks such as
exploration risk and technical and funding risks at the
exploration/development stage, may be considered to be weighted
higher earlier in the curve than pure commodity risk which tends to
have a greater impact on producers.
The Equity Investment segment of the Group's operations is
exposed to price risk within the market, interest rate changes,
liquidity risk and volatility particularly in Australia. Although
the investment risk within the portfolio is dependent on many
factors, the Group's principal investments at the year-end are in
companies with significant copper assets and, to some extent,
dependent on the market's view of copper prices, perceived outlook
for copper demand/supply and/or the market's view of the management
of the companies in managing those assets.
The Directors mitigate risk by carrying out a comprehensive and
thorough project/company review of any potential investment in
which all material aspects will be subject to rigorous due
diligence. Exposure to market risk as regards the Company's
borrowings is managed by hedging the assets acting as security for
those borrowings. The Directors believe that the Company has
sufficient cash resources to pursue its investment strategy.
COVID-19
During the COVID-19 pandemic to date, the Company has able to
continue its day to day operations and, as an Investment Company,
Metal Tiger's strong liquid asset position can be used to both
preserve or deploy capital in a manner of its own choosing.
Furthermore, Metal Tiger has the option of entering into additional
collar facilities over its Sandfire shareholding should it deem it
desirable in order to free up cash to take advantage of some of the
liquid large/mid-cap natural resource company investment
opportunities that the Board believes are presenting themselves.
The Board is very much aware of the volatility being encountered in
the market and is being very careful in terms of its pound-cost
averaging. The Board is taking a prudent approach with regard to
any future investments and is focused on companies with sound
fundamentals and strong balance sheets, whose share prices could
recover if and when, as we fully expect the markets start to
stabilise and the coronavirus crisis has subsided. The Board are
pleased with the tentative signs of countries and general
operations beginning to return to some form of normal economic
activity but remain vigilant in monitoring the sustainability
thereof.
As already noted, the Company has been actively cutting its cost
base and maintains plans to cut these further over the rest of the
year.
Metal Tiger is closely monitoring and will continue to monitor
the evolving coronavirus crisis and its potential effects. Should
there be any material changes in the Company's and/or Metal Tiger's
investment companies risk profile due to the increased
proliferation of COVID-19, an announcement will be made
immediately.
GOING CONCERN
The Directors have reviewed a cash flow forecasts for a period
of at least 12 months from the date of approval of these financial
statements which demonstrate that the Group is able to meet its
commitments as they fall due.
In addition, thereto:
At the year end the Group had current assets of GBP21,800,000,
including cash balances of GBP458,000 and freely tradeable quoted
investments in excess of GBP20,000,000 compared with short term
liabilities of GBP684,000. The Group also has undrawn facilities
available to it of GBP4,171,798.
Whilst equity prices are volatile given, inter alia, the
coronavirus pandemic, the Board believes that the Group has access
to sufficient liquid, or readily converted to liquid, funds in
order trade through the crisis given the non-discretionary cash
burn rate of the Company.
Accordingly, the Directors have a reasonable expectation that
the Company will have adequate resources to continue in operational
existence for the foreseeable future. For this reason, they
continue to adopt the going concern basis in preparing the
financial statements.
SECTION 172 REPORT
As required by Section 172 of the Companies Act, a director of a
company must act in the way he or she considers, in good faith,
would likely promote the success of the Company for the benefit of
the shareholders. In doing so, the director must have regard,
amongst other matters, to the following issues:
-- the likely consequences of any decisions in the long-term;
-- the interests of the Company's employees;
-- the need to foster the Company's business relationships with
suppliers/customers and others;
-- the impact of the Company's operations on the community and environment;
-- the Company's reputation for high standards of business conduct; and
-- the need to act fairly between members of the Company.
As set out above in the Strategic Report the Board remains
focused on providing for shareholders through the long term success
of the Company. The means by which this is achieved is set out
further below.
Likely consequences of any decisions in the long-term;
The Chairman's Statement, the Chief Executive Officer's
Commentary and the Strategic Review set out the Company's strategy.
In applying this strategy, particularly in seeking new Project
Investments and strategic holdings in other public companies the
Board assesses the long term future of those companies with a view
to shareholder return. The approach to general strategy and risk
management strategy of the group is set out in the Statement of
Compliance with the Quoted Companies Alliance ("QCA") Corporate
Governance Code (the "QCA Code") (Principles 1 and 4) on page
40.
Interest of Employees
The Group has a very limited number of employees and all have
direct access to the Executive Directors on a daily basis and to
the Chairman, if necessary. The Group has a formal Employees'
Policy manual which includes process for confidential report and
whistleblowing.
Need to foster the Company's business relationships with
suppliers/customers and others;
The nature of the Group's business is such that the majority of
its business relationships are with joint venture partners, the
boards of directors of the companies in which the Group has
strategic stakes to the extent that such relationships are
permitted, and with suppliers for services. As the success of the
business primarily depends on its relationship with its partners
and investees, the Executive Directors manage these relationships
on a day-to-day basis. Where possible, the Group will take a board,
or similar appointment, in strategic investees to ensure that there
is a close and successful ongoing dialog between the parties.
Service providers are paid within their payment terms and the Group
aims to keep payment periods under 30 days wherever practical.
Impact of the Company's operations on the community and
environment;
The Group takes its responsibility within the community and
wider environment seriously. Its approach to its social
responsibilities is set out in the Statement of Compliance with the
QCA Code (Principle 3) on page 40.
The desirability of the Company maintaining a reputation for
high standards of business conduct
The Directors are committed to high standards of business
conduct and governance and have adopted the QCA Code which is set
out on pages 40 to 41. Where there is a need to seek advice on
particular issues, the Board will consult with its lawyers and
nominated advisors to ensure that its reputation for good business
conduct is maintained.
The need to act fairly between members of the Company
The Board's approach to shareholder communication is set out in
the Statement of Compliance with the (Principle 2) on page 40. The
Company aims to keep shareholders fully informed of significant
developments in the Group's progress. Information is disseminated
through Stock Exchange announcements, website updates and, where
appropriate video-casts. During 2020 the Company issued 41 stock
exchange announcements on operational issues and released twelve
videos or recordings to update shareholders. All information is
made available to all shareholders at the same time and no
individual shareholder, or group of shareholders, is given
preferential treatment.
On behalf of the Board
Michael McNeilly
Chief Executive Officer
20 May 2021
CHAIRMAN'S CORPORATE GOVERNANCE STATEMENT
FOR THE YEARED 31 DECEMBER 2020
The Company has adopted the QCA Code and this section of the
Report and Accounts explains how it complies with that code or,
where it departs from its chosen corporate governance code, to
explain the reasons for so doing.
The Board is fully committed to a high standard of corporate
governance based on practices which are proportional to the size,
risks and operation of the business. In adopting the QCA Code, the
Board recognises its principles which seek to focus on the creation
of medium to long term value for shareholders without stifling the
entrepreneurial spirit in which small to medium sized companies,
such as Metal Tiger, have been created.
In this section of the Report and Accounts we detail the
approach the Board takes to corporate governance and set out how
the Company complies with the majority of principles within the QCA
Code. It also explains where we have decided that the
recommendations in the Code in relation to evaluating board
performance are not appropriate to our size and operations at
present.
My role as Chairman is to provide leadership of the Board and
ensure its effectiveness on all aspects of its remit to maintain
control of the Group. I am also responsible for the implementation
and practice of sound corporate governance. As an independent
Non-Executive Director, I maintain an adequate degree of separation
from the day-to-day management of the Company in performing that
role.
In the spirit of the QCA Code it is the Board's job to ensure
that the Group is managed for the long term benefit of all
shareholders and other stakeholders with effective and efficient
decision-making. Corporate governance is an important part of that
job, reducing risk and adding value to the Group. The Board will
continue to monitor the governance framework of the Group as it
grows.
Charles Hall
Chairman
20 May 2021
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
BOARD OF DIRECTORS
The Company supports the concept of an effective Board leading
and controlling the Group. The Board is responsible for approving
Group policy and strategy. It meets regularly and has a schedule of
matters specifically reserved to it for decision. Management
supplies the Board with appropriate and timely information and the
Directors are free to seek any further information they consider
necessary. All Directors have access to advice from the Company
Secretary and independent professionals at the Company's expense.
Training is available for new Directors and other Directors as
necessary. Given the size of the Board, there is no separate
Nomination Committee. All Director appointments are approved by the
Board as a whole.
The Board has a formal schedule of matters reserved to it and
these include:
-- the approval of financial statements, dividends and significant changes
in accounting practices;
-- Board membership and powers including the appointment and removal of
Board members, determining the terms of reference of the Board and
establishing the overall control framework;
-- Stock Exchange related issues including the approval of the Company's
announcements and communications with the shareholders, the Nominated
Advisor ("NOMAD") and the Stock Exchange;
-- senior management and subsidiary Board appointments and remuneration,
contracts and the grant of share options;
-- key commercial matters;
-- risk assessment;
-- financial matters including the approval of the budget and financial
plans, changes to the Group's capital structure, the Group's business
strategy, acquisitions and disposals of businesses and investments and
capital expenditure; and
-- other matters including health and safety policy, insurance and legal
compliance.
Other matters are delegated to the Executive Directors who
regularly update and consult with the Board on matters arising and
decisions to be taken, fully utilising the in-depth experience of
Board members on such matters.
Remuneration of Executive Directors is decided by the
Remuneration Committee as detailed below. The remuneration of
Non-Executive Directors is determined by the Board as a whole. In
setting remuneration levels, the Company seeks to provide
appropriate reward for the skill and time commitment required so as
to retain the right caliber of director at a cost to the Company
which reflects current market rates. Details of Directors' fees and
of payments made for professional services rendered are set out in
note 9 to the financial statements.
The current Board of Directors with biographies is set out on
pages 38 and 39.
Charles Hall is the Non-Executive Chairman and his role is
described in the Chairman's Corporate Governance Statement
above.
Michael McNeilly is Chief Executive Officer. The role of the
Chief Executive Officer is the strategic development of the Group
and for communicating this clearly to the Board and, once approved
by the Board, for implementing it. In addition, the Chief Executive
Officer is responsible for overseeing the management of the Group
and its executive management.
Mark Potter is Chief Investment Officer. The Chief Investment
Officer reports to the Board of Metal Tiger and serves as the
senior investment executive, working closely with the Chief
Executive Officer having responsibility for managing the Group's
investments. The Chief Investment Officer is responsible for
sourcing and securing investments as well as monitoring and
managing the investment pipeline, managing the investment programme
and playing an integral role in other executive functions related
to the Group's strategic development.
Terry Grammar (deceased 18 May 2020), David Wargo (from 1
October 2020) and Neville Bergin are Non-Executive Directors and
Neville Bergin is considered to be the senior independent
Director.
Attendance at Board meetings during the year ended 31 December
2020 was as follows:
Director Max number of meetings Actual attendance
Charles Hall 17 17
Michael McNeilly 17 17
Mark Potter 17 13
Terry Grammer 10 10
Neville Bergin 17 15
David Wargo 4 4
AUDIT COMMITTEE
The Audit Committee, which comprises two Non-Executive
Directors, Charles Hall and Terry Grammar, served until the passing
of Terry Grammar (18 May 2020), at which time Neville Bergin was
appointed to the committee, The Audit Committee is responsible for
ensuring that the financial performance of the Group is properly
monitored and reported upon and that any such reports are
understood by the Board. The Committee meets at least twice each
year to review the published financial information, the
effectiveness of external audit, and internal financial controls.
The terms of reference of the Audit Committee are given on the
Company's website.
The Company's external auditor attends the Audit Committee to
present its findings on the audit and to provide a direct line of
communication with the Directors.
Attendance at Audit Committee meetings during the year ended 31
December 2020 was as follows:
Director Max number of meetings Actual attendance
Charles Hall 2 2
Terry Grammer 1 1
Neville Bergin 1 1
REMUNERATION COMMITTEE
The remuneration of the Executive Directors is fixed by the
Remuneration Committee which comprises two Non-Executive Directors,
Charles Hall and Neville Bergin. The Remuneration Committee is
responsible for reviewing and determining Company policy on
executive remuneration and the allocation of long term incentives
to executives and employees. The full terms of reference of the
Remuneration Committee are given on the Company's website.
Attendance at Remuneration Committee meetings during the year
ended 31 December 2020 was as follows:
Director Max number of meeting Actual attendance
Charles Hall 2 2
Terry Grammer 1 1
Neville Bergin 1 1
DIRECTORS' BIOGRAPHIES
Charles Hall - Non-Executive Chairman
Charles Hall was appointed Non-Executive Chairman in December
2016 and is an experienced International Banker with over 30 years
with HSBC in a variety of finance and insurance roles. His last
position was as CEO & MD HSBC Private Bank (Luxembourg) S.A. He
has had significant overseas senior management experience as well
as that of running complex businesses. His prime focus has been on
strategy and corporate restructuring with the emphasis on re
focusing businesses on their core revenue streams. Charles holds a
BA (Hons) from the University of Sussex, is an Associate of the
Hong Kong Institute of Bankers and is a Fellow of the Royal
Geographical Society.
Michael McNeilly - Chief Executive Officer
Michael McNeilly was appointed in December 2016 as Chief
Executive Officer, and a nominee Director of Cobre Limited
appointed by Metal Tiger. As a nominee Non-Executive Director of
MOD Resources Limited, he was actively involved in the Sandfire
Resources NL recommended scheme offer for MOD which saw Metal Tiger
receive circa 6.3 million shares in SFR. Michael resigned from the
Board of MOD as part of the scheme of arrangement. Michael has
formerly been a Non-Executive Director of Greatland Gold plc and a
Non-Executive Director at Arkle Resources plc. Michael serves as a
director on numerous Metal Tiger investment and subsidiary entities
including notably Kalahari Metals Limited and as a nominee
Non-Executive Director of Sothern Gold Limited and Cobre Limited.
Michael was appointed CEO of Metal Tiger in December 2016.
Michael previously worked as a corporate financier with both
Allenby Capital and Arden Partners plc (AIM: ARDN) advising on
numerous private and public transactions including several IPOs.
Michael also worked as a corporate executive at Coinsilium (NEX:
COIN) where he worked with early stage blockchain focused
start-ups. Michael studied Biology at Imperial College London and
has a BA in Economics from the American University of Paris.
Michael is fluent in French.
Mark Potter - Chief Investment Officer
Mark Potter who was appointed in January 2017 has over 14 years'
experience in natural resources investments. Mark currently serves
as the Chief Investment Officer of Metal Tiger plc and is the
Founder and a Partner of Sita Capital Partners LLP, an investment
management and advisory firm specialising in investments in the
mining industry.
Mark was formerly a Director and Chief Investment Officer of
Anglo Pacific Group plc, a London listed natural resources royalty
company, where he successfully led a turnaround of the business
through the acquisition of new royalties, disposal of non-core
assets, and successful equity and debt fundraisings.
Prior to Anglo Pacific, Mark was a founding member and
Investment Principal for Audley Capital Advisors LLP, a
London-based activist hedge fund, where he was responsible for
managing all UK listed and natural resources investments.
Mark graduated with an MA degree in Engineering and Management
Studies from Trinity College, University of Cambridge.
Mark was appointed as Non-Executive Chairman of Artemis
Resources Limited (ASX: ARV) in February 2020, he was appointed as
a Non-Executive Director of Trident Resources plc (LON: TRR) in
November 2019, and a Non-Executive Director of Thor Mining plc
(AIM: THR) in August 2019. Mark was formerly a director of Kalahari
Metals Ltd.
Terry Grammer - Non-Executive Director -- deceased 18 May
2020
Terry Grammer, who was appointed to the Board in September 2014,
was an award-winning geologist with over 40 years' experience in
mining and mineral exploration with extensive experience in
Australia, Africa, Southeast Asia and New Zealand and had been
involved in numerous ASX-listed companies that have achieved
dramatic growth.
As geologist, Terry discovered the Cosmos Nickel deposit for
ASX-listed Jubilee Mines NL which went on to be an ASX Top 200
company and for which Terry was awarded the AMEC (Association of
Mining & Exploration Companies) joint Prospector of the Year in
2000. As co-founder, Terry listed Western Areas NL (ASX: WSA) in
2000 (and served as Exploration Manager from 2000 to 2004) which
became an ASX Top 200 company. Terry was Chairman of South Boulder
Mines (ASX: STB) from 2008-2013 which grew to be an ASX Top 300
company. From 2010 to 2015, Terry was a director of Sirius
Resources NL (ASX: SIR) and helped to guide the Company through the
discovery, feasibility and development funding of the Nova nickel
and copper deposits in Western Australia, that saw the Company's
share price dramatically rise from A$0.05 in July 2012 to a peak
above A$5 per share in early 2013 and become an ASX Top 200
company. Terry was appointed a director of Kalahari Metals Ltd in
July 2018.
Terry is greatly missed by all and we will endeavour to carry on
his legacy by building on his vision for Metal Tiger.
Neville Bergin - Non-Executive Director
Neville Bergin, who was appointed in March 2018, is a mining
engineer with over four decades of experience in the mining
industry. He has had exposure to a range of commodities and both
underground and open pit operational experience. His broad
experience base encompasses many operational and executive roles,
and almost nine years' experience as a Non-Executive Director of UK
and ASX listed and unlisted companies including Northern Star
Resources Limited. Neville was previously Vice President of Gold
Fields Australia Pty Ltd where he oversaw operational management of
that company's Australian mines.
Neville has extensive experience in technical due diligence
having undertaken this type of investigation for several past
employers and recent clients. He is also well versed in study
management having managed several feasibility studies. He has a BSc
from the Camborne School of Mines in the UK and currently runs his
own mining consultancy business. He is also a Non-Executive
director of Marmota Ltd (ASX: MEU).
David Wargo- Non-Executive Director
David Wargo, who was appointed as a Director on 1 October 2020.
David Wargo is a senior natural resource investment banker with
over 21 years of experience in the mining industry and banking
industry. He is currently a managing director of Investment Banking
at Sprott Capital Partners, a division of Sprott Inc. Prior to
this, he held a number of senior positions, including as a managing
director of the Investment Banking Division at GMP Securities L.P.
David has an industry background, having worked for 10 years as a
chemical engineer in the mining and oil and gas sectors. David
holds an Executive MBA.
COMPLIANCE WITH THE QCA CODE
The sections below set out the requirements of the QCA Code and
how the Company complies with them.
Principle 1: Establish a strategy and business model which
promotes long term value for shareholders.
Metal Tiger's mission is to deliver a high return for
shareholders by investing in significantly undervalued and/or
highly prospective opportunities in the mineral exploration and
development sector timed to coincide, where possible, with a
cyclical recovery in the exploration and mining markets.
The details of our strategy and the key challenges for the Group
are set out in the Strategic Report.
Principle 2: Seek to understand and meet shareholder needs and
expectations.
Shareholder engagement is the joint responsibility of the
Chairman and the Chief Executive Officer.
The Company is committed to listening to, and communicating
openly with, its shareholders to ensure that its strategy, business
model and performance are clearly understood. Significant
developments are disseminated through Stock Exchange announcements
and regular updates of the Company website. The AGM is a forum for
shareholders to engage in dialogue with the Board. The results of
the AGM will be published via Stock Exchange announcements and on
the Company's website.
Principle 3: Take into account wider stakeholder and social
responsibilities and their implications for long term success.
Metal Tiger is committed to conducting its business in an
efficient and responsible manner, in line with current best
practice guidelines for the mining and mineral exploration sectors
and international investment. The Company integrates environmental,
social and health and safety considerations to maintain its "social
licence to operate" in all its investing activities.
For the Company's Project Investments, Metal Tiger has adopted
and seeks alignment with the best practices and principles of e3
Plus: A Framework for Responsible Exploration as set out by the
Prospectors and Developers Association of Canada and the
International Council on Mining and Metals Sustainable Development
Framework (the ICMM 10 Principles).
Metal Tiger's management maintains a close dialogue with local
communities via its joint venture partners. Where issues are
raised, the Board takes the matters seriously and, where
appropriate, steps are taken to ensure that these are integrated
into the Company's strategy.
Principle 4: Embed effective risk management, considering both
opportunities and threats, throughout the organisation.
The Board reviews the risks facing the business as part of the
operational review at each Board meeting. Investment risk, as
regards acquiring, holding or selling investments, is carried out
in line with the Investment Policy described in the Strategic
Review and the Investment Policy itself is reviewed on an on-going
basis as market conditions change.
The Company has a system of financial controls and reporting
procedures in place which are considered to be appropriate given
the size and structure of the Group and the nature of risks
associated with the Group's assets. Key procedures include:
-- due diligence on new acquisitions;
-- Board level liaison with management of major investees and joint venture
partners including, where appropriate, board representation;
-- monthly management account reporting;
-- daily review of investments and market risk with monthly reporting to the
Board;
-- regular cashflow re-forecasting as circumstances change; and
-- involvement of the Executive Directors in the day-to-day operations of
the Company and its subsidiaries.
Principle 5: Maintain the Board as a well-functioning, balanced
team led by the chair.
The role of the Chairman in ensuring that the Board is
functioning appropriately is described in the Chairman's Statement
above. The Board currently comprises two Executive Directors
(Michael McNeilly and Mark Potter) and three Non-Executive
Directors (Charles Hall, David Wargo and Neville Bergin) led by the
Chairman. Day-to-day operational control rests with the Chief
Executive Officer, Michael McNeilly, and the Chief Investment
Officer, Mark Potter. Charles Hall and Neville Bergin are
considered to be the independent Non-Executive Directors in terms
of the QCA Code.
Executive Directors are full time and Non-Executive Directors
are expected to attend all Board meetings and be available to
provide advice to the executive Board members whenever necessary.
Details of attendance at Board and committee meetings are given
above.
Principle 6: Ensure that between them the Directors have the
necessary up-to-date experience, skills and capabilities.
The biographies of the members of the Board are given on pages
38 and 39. The Board believes that the members have a wide
experience of the markets in which the Group operates and the
skills necessary to enable the Company to carry out its
strategy.
Where appropriate the Board appoints advisors to assist it in
carrying out this strategy including geologists, surveyors, mining
experts, corporate brokers, accountants and lawyers. The Company
also ensures it is in regular contact with its nominated advisors,
Strand Hanson Limited. The Company Secretary provides advice and
guidance, as required, to the Board on regulatory matters, assisted
by the Company's lawyers.
Principle 7: Evaluate board performance based on clear and
relevant objectives, seeking continuous improvement.
Metal Tiger's Board is completely focused on implementing the
Company's strategy. However, given the size and nature of Metal
Tiger, the Board does not consider it appropriate to have a formal
performance evaluation procedure in place. The Board will closely
monitor the situation as required.
Principle 8: Promote a corporate culture that is based on
ethical values and behaviours.
Careful attention is given to ensure that all exploration
activity within the Company's investments is performed in an
environmentally responsible manner and abides by all relevant
mining and environmental acts. Metal Tiger takes a conscientious
role in all its operations and is aware of its social
responsibility and its environmental duty.
Both the engagement with local communities and the performance
of all activities in an environmentally and socially responsible
way are closely monitored by the Board and ensure that ethical
values and behaviours are recognised.
The Company has adopted a comprehensive anti-corruption and
anti-bribery policy to ensure compliance with the UK Bribery Act
2010.
The size of the Group makes it practical for the Executive
Directors to have day-to-day contact with all members of staff and
to ensure that they abide by the Group's policies. The Board as a
whole oversees the role of the Executive Directors in these
matters.
Principle 9: Maintain governance structures and processes that
are fit for purpose and support good decision-making by the
Board.
The details of the roles and responsibilities of the Board are
given under "Board of Directors and Committees of the Board" above
together with the corporate governance structures which the Group
has in place. The composition of the Board, its committees, and the
governance structures in general are kept under review by the
Board, informed by its advisors, and will be updated as appropriate
as the Group evolves.
Principle 10: Communicate how the Company is governed and is
performing by maintaining a dialogue with shareholders and other
relevant stakeholders.
The Company's approach to communication with shareholders and
others is set out under Principles 2 and 3 above.
REPORT OF THE DIRECTORS
FOR THE YEARED 31 DECEMBER 2020
The Directors present their report together with the audited
financial statements for the year ended 31 December 2020.
A review of the business and principal risks and uncertainties
has been included in the Strategic Report.
DIVIDS
No interim dividend was paid (2019: GBPnone) and the Directors
do not propose a final dividend (2019: GBPnone) for the 12 months
ended 31 December 2020.
DIRECTORS
The Directors of the Company who held office during the year and
to the date of this report were as follows:
Charles Patrick Stewart Hall (Chairman)
Terrence Ronald Grammar (deceased 18 May 2020)
David Michael McNeilly
Mark Roderick Potter
Neville Keith Bergin David Alan Wargo (appointed 1 October
2020)
Further details of the Directors' remuneration are given in note
9, details of Directors' share options are given in note 27 and the
Directors' interests in transactions of the Group and the Company
are given in note 29.
FUTURE DEVELOPMENTS
The future developments of the business are set out in the
Strategic Report under "Post Year End Developments" and are
incorporated into this report by reference.
FINANCIAL INSTRUMENTS
Details of the Group's financial instruments are given in note
28.
SIGNIFICANT SHAREHOLDERS
As at 19 May 2021 the following were, as far as the Directors
are aware, interested in 3% or more of the issued share capital of
the Company
% of issued ordinary
Name Number of ordinary shares share capital
Michael Joseph 11,519,715 7.43%
Exploration Capital
Partners 10,003,980 6.45%
Terry Grammer-Estate 6,966,500 4.49%
RIBO Trust (beneficially
owned by Rick Rule) 6,000,000 3.87%
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Details of the Group's financial risk management objectives and
policies are set out in note 28 to these financial statements.
SHARE BUY BACK AND CONSOLIDATION
In the first Quarter of 2020 the Company bought back a further
31,379,310 ordinary shares in its capital at a total cost of
GBP423,000. Following the cancellation of the shares acquired
pursuant to the buy back, the Company had 1,522,076,607 of 0.01p
ordinary shares in issue. On 30 June 2020, pursuant to a resolution
at its Annual General Meeting, the Company issued a further 3
ordinary shares to increase the capital to 1,522,076,610 ordinary
shares of 0.01p and carried out a 1 for 10 share consolidation
resulting in 152,207,661 ordinary shares of 0.1p in issue at the
period end. As explained in the notice of the Annual General
Meeting of last year, the Board believes that the share
consolidation has improved the marketability of the Company's
ordinary shares with a higher share price and typically a 2%-5%
spread between the bid and offer prices.
POST YEAR EVENTS
The following post year events have taken place.
Sandfire Resources Limited:
The Company reduced its net investment in SFR since the year end
by 282,233 shares
Kalahari Metals Limited
On 6 April 2021 Cobre Limited announced at an extraordinary
general meeting, that its shareholders approved its investment in
Kalahari Metals Limited, see Projects Investments (above), The key
terms, being the acquisition of a 51% interest in Kalahari Metals
Limited by Cobre, for which in aggregate and ultimately 21,444,582
new Cobre shares will be issued to the existing KML Vendors. Post
the closing of the transaction, the Company will have an effective
20.72% holding of Cobre then enlarged share capital, in exchange
for the dilution of the Company's interest in KML, which will then
be 49%, subject to receipt of change of control approval, in
respect of KML, from the Minister of Energy and Water Resources of
the Republic of Botswana, otherwise it will remain at 50.01%, with
an equalization of the consideration shares to be issued. Pursuant
to this transaction the Company and Cobre have committed jointly to
a major new drilling program focused on compelling conductive
geophysics and structural targets that are considered prospective
for the discovery of copper/silver deposits on the Kalahari Copper
Belt ("KCB"). The KML technical team has also been supplemented
with additional members experienced in sediment-hosted copper and
drill program management as the project now moves into the next
stage of exploration. The operating budget for the ensuing two
years, to be funded pro-rata to the shareholding, is expected to
amount to A$3,500,000.
The validity of the Company's conditional 2.0% net smelter
royalty over all of KML's wholly owned licences, being seven
licences covering, in aggregate, 6,650km(2) (together, the
"Royalties"), will not be impacted by completion of the
Transaction.
Armada Exploration Limited
Armada holds two exploration licences, prospective for magmatic
Ni-Cu sulphide, in Gabon, covering a total area of nearly
3,000km(2) . The licence holding is considered to present a
frontier district-scale exploration opportunity.
The Company subscribed for 5,000,000 new ordinary shares at a
price of US$0.15 in Armada for total consideration of US$750,000
via a promissory note with US$350,000 to be invested up-front and
with the US$400,000 to be paid in monthly instalments of US$80,000
over the next five months. In the event of a public listing the
Company will need to settle any outstanding amounts under the
promissory note in full at the time of the public listing. The
Company owns 18.5% of the issued ordinary share capital of Armada
and has 3,333,333 36-month options issued at US$0.225. The Company
will be given the right to appoint a director to the Board of
Armada (or equivalent top co, in the event of a restructuring as
part of a listing);
Camino Minerals Corporation (TSXV: COR) ("Camino")
On 20 May 2021 Metal Tiger announced that it had subscribed for
5,882,353 units at a price of C$0.017 per unit ("Unit") with each
Unit consisting of one common share in the capital of Camino and
half a non-transferable common share purchase warrant (each whole
warrant, "Warrant"), for a total consideration of C$1 million as
part of Camino's C$7.5 million fundraise. Each Warrant entitles
Metal Tiger to acquire an additional common share of the Camino at
a price of C$0.25 per common share for a period of 24 months from
the date of issue. The proceeds of the fundraise will be used to
advance exploration at Camino's three copper projects in Peru: the
Los Chapitos (IOCG) copper discovery, the Maria Cecilia porphyry
complex (subject to the closing of Camino's acquisition of Minera
Maria Cecilia Ltd.), and the Plata Dorada high-grade copper and
silver project.
Other Events
Details of purchases of Equity investments since the year end
are given in the Strategic Report.
Proposed ASX listing
Pursuant to the announcement on the 21 August 2020, wherein the
Company secondary listing on the official list of the Australian
Stock Exchange ("ASX"), the Company received conditional approval
as announced on 29 January 2021, and expects to fulfil all material
conditions shortly after the release of this Annual Report. The
Board believes that the secondary listing will expand the profile
of the Company and its shares, create improved price discovery in
the shares, provide access to new potential investors, and improve
deal flow in Australia.
INTERNAL CONTROL
The Directors acknowledge they are responsible for the Group's
system of internal control and for reviewing the effectiveness of
these systems. The risk management process and systems of internal
control are designed to manage rather than eliminate the risk of
the Group failing to achieve its strategic objectives. It should be
recognised that such systems can only provide reasonable and not
absolute assurance against material misstatement or loss. The
Company has well established procedures which are considered
adequate given the size of the business.
DIRECTORS' INDEMNITY INSURANCE
As permitted by Section 233 of the Companies Act 2006, the
Company has purchased insurance cover on behalf of the Directors
indemnifying them against certain liabilities which may be incurred
by them in relation to the Group.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report
and Financial Statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare Group and Company financial statements in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union. Under company law the
Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Group and of the Company and of the profit or loss
of the Group for that period. The Directors are also required to
prepare financial statements in accordance with the rules of the
London Stock Exchange for companies quoted on AIM. In preparing
these financial statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether they have been prepared in accordance with IFRS as adopted
by the European Union, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group and Company will continue in
business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and the Company and enable them to
ensure that the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of the
Group and the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
In the case of each person who was a Director at the time this
report was approved:
-- so far as that Director is aware there is no relevant audit information
of which the Company's auditor is unaware; and
-- that Director has taken all steps that the Director ought to have taken
as a Director to make himself aware of any relevant audit information and
to establish that the Company's auditor is aware of that information.
The Directors are responsible for ensuring that the Annual
Report and the Financial Statements are made available on a
website. Financial statements are published on the Company's
website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Company's website are the
responsibility of the Directors. The Directors' responsibilities
also extend to the on-going integrity of the financial statements
contained therein.
AUDITOR
A resolution to re-appoint Crowe U.K. LLP as auditor of the
Company for the year ended 31 December 2021 will be proposed at the
forthcoming Annual General Meeting.
By order of the Board
Adrian Bock
Secretary
20 May 2021
INDEPENT AUDITOR'S REPORT
TO THE MEMBERS OF METAL TIGER PLC
FOR THE YEARED 31 DECEMBER 2020
Opinion
We have audited the financial statements of Metal Tiger Plc (the
"parent company") and its subsidiary (the "group") for the period
ended 31 December 2020 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated and Company Statements of
Financial Position, the Consolidated and Company Statements of Cash
Flows, the Consolidated and Company Statements of Changes in Equity
and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework
that has been applied in the preparation of the group and parent
company financial statements is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European
Union and, as regards the parent company financial statements, as
applied in accordance with the provisions of the Companies Act
2006.
In our opinion:
-- the financial statements give a true and fair view of the state of the
group's and of the parent company's affairs as at 31 December 2020 and of
the group's profit for the period then ended;
-- the group financial statements have been properly prepared in accordance
with International Financial Reporting Standards as adopted by the
European Union;
-- the parent company financial statements have been properly prepared in
accordance with International Financial Reporting Standards as adopted by
the European Union and as applied in accordance with the provisions of
the Companies Act 2006; and
-- the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) ("ISAs (UK)") and applicable law.
Our responsibilities under those standards are further described
in the auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the Directors' assessment of the group and the parent
Company's ability to continue to adopt the going concern basis of
accounting included the following procedures:
The going concern assessment period used by the Directors was at
least 12 months from the date of the approval of the financial
statements. We assessed the appropriateness of the approach,
assumptions and arithmetic accuracy of the model used by management
when performing their going concern assessment.
We evaluated the Directors' assessment of the group's ability to
continue as a going concern, including challenging the underlying
data and key assumptions used to make the assessment. Additionally,
we reviewed and challenged the results of management's stress
testing, to assess the reasonableness of economic assumptions in
light of the impact of Covid-19 on the group's solvency and
liquidity position.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
company's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the group financial statements as a whole to be
GBP450,000 based on approximately 1.8% of the group's net assets at
the planning stage. We did not consider it appropriate subsequently
to amend our assessment. Net assets is a generally accepted
auditing benchmark.
We use a different level of materiality ("performance
materiality") to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment.
Where considered appropriate, performance materiality may be
reduced to a lower level, such as for related party transactions
and Directors' remuneration.
We agreed with the Audit Committee to report to it all
identified errors in excess of GBP13,500. Errors below that
threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative grounds.
The parent company materiality was assessed as GBP400,000 based
on approximately 1.3% of the company net assets at the planning
stage. Parent company triviality was GBP12,000.
Overview of the scope of our audit
The parent company's operations are based in the UK. Our audit
was conducted from the UK. The group has components accounted for
in Thailand which were not considered to be significant for the
scope of the consolidated audit. The UK audit team undertook
analytical procedures over the balances within the non-significant
components.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team.
This is not a complete list of all risks identified by our
audit.
Key audit matter How the scope of our audit addressed
the key audit matter
Income recognition Given the nature of Our procedures included: Agreeing a
the business the key group income sample of the disposal of investments
generated relates to the gain on during the year to supporting
investments disposed and movements in documentation. In our testing we have
fair value of investments held for agreed the date of disposal,
trading. There is a risk of error in associated consideration and
relation to the measurement of the re-calculated the associated gain or
fair value, in particular to those loss arising; Reviewing disposals
which cannot be agreed to observable either side of the year end ensuring
market data, as well as the that the income has been appropriately
identification of the point of accounted for within the correct
disposal and associated consideration period. Movements in fair value were
for investments where arrangements can also considered and are discussed
be complex. within 'Measurement and valuation of
investments' below. We concluded that
revenue was reasonably stated.
Classification, measurement and Our procedures included: For a sample
valuation of investments The group of investments during the year,
holds a number of different types of considering the classification
investment where judgement is required determined by management which
when determining the accounting included consideration of their
treatment and whether they are structure, legal form, contractual
accounted for as investments in agreement and any other fact and
subsidiaries, investments in joint circumstances available. Agreeing the
ventures, investments in associates or year end value of a sample of
direct equities division investments. investments to observable data in
In addition, certain investments order to verify the carrying value of
cannot be agreed to observable market those investments.. Where this
data, in particular investments in the information cannot be agreed to
associates, investments in joint observable market data, we have
ventures and the investments held in discussed the assumptions determined
share warrants. For these investments, by management in assessing the value,
management has determined alternative challenging where appropriate, as well
approaches to ensure that these are as considering whether there is any
appropriately valued at the year end. evidence investments may be impaired.
Considering the adequacy of the
disclosures made in the financial
statements over this as a significant
area of judgement. We found the
resulting estimate of the recoverable
amount of investments to be
acceptable.
These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters.
Other information
The Directors are responsible for the other information
contained within the annual report. The other information comprises
the information included in the Annual Report, other than the
financial statements and our auditor's report thereon. Our opinion
on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
our audit:
-- the information given in the strategic report and the Directors' report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
-- the strategic report and the Directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the company and
its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the
Directors' report.
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept by the company, or returns
adequate for our audit have not been received from branches not visited
by us; or
-- the financial statements are not in agreement with the accounting records
and returns; or
-- certain disclosures of Directors' remuneration specified by law are not
made; or
-- we have not received all the information and explanations we require for
our audit.
Responsibilities of the Directors for the financial
statements
As explained more fully in the Directors' responsibilities
statement, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
We obtained an understanding of the legal and regulatory
frameworks within which the company operates, focusing on those
laws and regulations that have a direct effect on the determination
of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were the
Companies Act 2006 and taxation legislation. Technical, or
regulatory laws and regulations which are inherent risks in
extractive industries are mitigated and managed by the Board and
management in conjunction with expert regulatory consultants in
order to monitor the latest regulations and planned changes to the
regulatory environment.
We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be
the override of controls by management. Our audit procedures to
respond to these risks included enquiries of management about their
own identification and assessment of the risks of irregularities,
sample testing on the posting of journals including validation to
underlying support and reviewing accounting estimates for
biases.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with
auditing standards. We are not responsible for preventing
non-compliance and cannot be expected to detect non-compliance with
all laws and regulations.
These inherent limitations are particularly significant in the
case of misstatement resulting from fraud as this may involve
sophisticated schemes designed to avoid detection, including
deliberate failure to record transactions, collusion or the
provision of intentional misrepresentations.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Stephen Bullock
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London
EC4M 7JW, UK
20 May 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2020
2020 2019
Note GBP'000 GBP'000
Sale of interests in exploration operations in
Botswana 4 - 3,309
Profit/(Loss) on disposal of investments 20 745 (43)
Movement in fair value of fair value accounted
equities 5 3,056 4,485
Share of post-tax losses of equity accounted
associates 16 - (5)
Share of post-tax losses of equity accounted joint
ventures 17 (25) (22)
Provision against cost of equity accounted joint
ventures 16 (731) (473)
Investment income 6 648 527
Other income 7 3,638 -
Net gain before administrative expenses 7,331 7,778
Administrative expenses (2,934) (3,380)
OPERATING PROFIT 3,8 4,397 4,398
Finance income 10 74 77
Finance costs 11 (684) (3)
PROFIT FOR THE YEAR BEFORE TAXATION 3,787 4,472
Tax on profit/(loss) on ordinary activities 12 -- --
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 8 3,787 4,472
OTHER COMPREHENSIVE INCOME
ITEMS WHICH MAY BE SUBSEQUENTLY RECLASSIFIED TO
PROFIT OR LOSS:
Exchange differences on translation of foreign
operations 183 (109)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 3,970 4,363
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION
IS ATTRIBUTABLE TO:
Owners of the Company 3,787 4,472
Non-controlling interests -- --
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 3,787 4,472
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
IS ATTRIBUTABLE TO:
Owners of the Company 3,970 4,363
Non-controlling interests (1) --
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 3,969 4,363
EARNINGS PER SHARE
Basic earnings per share* 14 2.48p 2.9p
Fully diluted earnings per share* 14 2.46p 2.9p
*The weighted average number of shares in issue and
the earning per share for the year ended 31
December 2019 have been restated to reflect the 1
for 10 share consolidation that took place on 30
June 2020. All amounts relate to continuing
activities.
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
AT 31 DECEMBER 2020
Note 2020 2020 2019 2019
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
NONSHYCURRENT ASSETS
Intangible assets 27 -- 29 --
Property, plant and equipment 21 -- 6 --
Deferred tax asset 12 -- -- -- --
Investment in subsidiaries 15 -- 564 -- 564
Investment in associates 16 -- -- -- --
Investment in joint ventures 17 3,198 3,198 2,800 2,800
Other non-current asset investments 18 9,126 9,127 5,584 5,584
Royalties receivable 19 4,866 4,866 1,236 1,236
17,238 17,755 9,655 10,184
CURRENT ASSETS
Equity investments accounted for under
fair value 20 20,768 20,768 18,029 18,029
Trade and other receivables 21 574 332 498 258
Amounts due from related parties 29 -- 3,285 -- 3,149
Cash and cash equivalents 22 458 430 5,007 4,968
21,800 24,815 23,534 26,404
CURRENT LIABILITIES
Trade and other payables 23 326 294 1,598 1,557
Amounts due to related parties 29 306 306 148 148
Loans and borrowings 24 52 -- 54 --
684 600 1,800 1,705
NET CURRENT ASSETS 21,116 24,215 21,734 24,699
NON-CURRENT LIABILITIES
Loans and borrowings 24 7,051 7,051 4,331 4,331
Deferred tax liability 12 -- -- -- --
Contingent consideration 25 117 117 121 121
7,168 7,168 4,452 4,452
NET ASSETS 31,186 34,802 26,937 30,431
EQUITY
Share capital 26 153 153 156 156
Capital redemption reserve 26 4 4 - -
Share premium account 26 12,831 12,831 13,079 13,079
Shares held for cancellation 26 - - (77) (77)
Share based payment reserve 2,257 2,257 2,004 2,004
Warrant reserve 5,476 5,476 5,509 5,509
Translation reserve (62) -- (246) --
Retained profits* 10,436 14,081 6,420 9,760
TOTAL SHAREHOLDERS' FUNDS 31,095 34,802 26,845 30,431
Equity non-controlling interests 91 -- 92 --
TOTAL EQUITY 31,186 34,802 26,937 30,431
*Retained profits include the Company's profit for the year
after taxation of GBP4,092,000 (2019: GBP4,794,000).
These Financial Statements were approved by the Board of
Directors on 20 May 2021
and were signed on its behalf by:
Michael McNeilly,Director
Company number: 04196004
CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2020
2020 2020 2019 2019
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(Loss) before taxation 3,787 4,092 4,472 4,794
Adjustments for:
Net profit on sale of exploration
operations in Botswana - - (3,309) (3,309)
Loss on disposal of fair value
accounted equities (745) (745) 43 43
Movement in fair value of investments (3,056) (3,056) (4,485) (4,485)
Share of post-tax losses of equity
accounted associates - - 5 5
Share of post-tax losses of equity
accounted joint ventures 25 25 22 22
Movement in provision against equity
accounted joint ventures 731 731 473 473
Share based payment charge for year 482 482 903 903
Depreciation and amortisation 11 -- 16 --
Other income (3,638) (3,638) - --
Investment income (648) (662) (527) (527)
Finance income (74) (74) (77) (72)
Finance costs 684 674 3 3
Operating cash flow before working
capital changes (2,441) (2,170) (2,461) (2,150)
Decrease/(Increase) in trade and other
receivables (84) (73) 38 30
Increase/(Decrease)/in trade and other
payables (1,272) 131 131 131
Increase in amounts due from
subsidiaries -- (136) -- (406)
Unrealised foreign exchange gains and
losses (38) (229) 101 194
Net cash outflow from operating
activities (3,835) (3,875) (2,191) (2,201)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from current asset investment
disposals 5,013 5,013 909 909
Purchase of intangible assets (5) - - -
Purchase of fixed assets (22) - - -
Purchase of investment in, and loans
to, associates - - (214) (214)
Purchase of investment in, and loans
to, joint ventures (982) (982) (1,258) (1,258)
Purchase of other fixed asset
investments (228) (228) (158) (158)
Purchase of current asset investments (7,219) (7,219) (1,174) (1,174)
Costs relating to the disposal of
exploration operations in Botswana - - (24) (24)
Investment income 648 662 527 527
Net cash outflow from investing
activities (2,795) (2,754) (1,392) (1,392)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares 221 221 3,009 3,009
Share issue costs - - (236) (236)
Shares re-purchased (423) (423) (77) (77)
Loans drawn down 2,620 2,620 4,224 4,224
Loans paid (245) (245) - -
Interest paid (91) (82) (190) (190)
Net cash inflow from financing
activities 2,082 2,091 6,730 6,730
NET INCREASE/(DECREASE) IN CASH AND
CASH EQUIVALENTS (4,548) (4,538) 3,147 3,137
Cash and cash equivalents brought
forward 5,007 4,968 1,859 1,831
Effect of exchange rate changes (1) -- 1 --
CASH AND CASH EQUIVALENTS CARRIED
FORWARD 458 430 5,007 4,968
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 20
Share
Capital Shares based Total equity
Share Share redemption held for payment Warrant Translation Retained shareholders' Non-controlling Total
capital premium reserve treasury reserve reserve reserve profits funds interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
BALANCE AT 1
JANUARY 2019 135 10,639 -- -- 1,484 5,173 (137) 1,565 18,859 92 18,951
Profit for the
year ended 31
December
2019 -- -- -- -- -- -- -- 4,472 4,472 -- 4,472
Other
comprehensive
income -- -- -- -- -- -- (109) -- (109) -- (109)
TOTAL
COMPREHENSIVE
INCOME -- -- -- -- -- -- (109) 4,472 4,363 -- 4,363
Share issues 21 3,012 -- -- -- -- -- -- 3,033 -- 3,033
Warrant issues -- (297) -- -- -- 297 -- -- -- -- --
Share issue
expenses -- (275) -- -- -- 39 -- -- (236) -- (236)
Cost of share
based
payments -- -- -- -- 903 -- -- -- 903 -- 903
Transfer of
reserves
relating to
exercise and
expiry of
options and
warrants -- -- -- -- (383) -- -- 383 -- -- --
Shares
purchased for
cancellation -- -- -- (77) -- -- -- -- (77) -- (77)
TOTAL CHANGES
DIRECTLY TO
EQUITY 21 2,440 -- (77) 520 336 -- 383 3,623 -- 3,623
BALANCE AT 31
DECEMBER
2019 156 13,079 -- (77) 2,004 5,509 (245) 6,420 26,845 92 26,937
Profit for the
year ended 31
December
2020 -- -- -- -- -- -- -- 3,787 3,787 -- 3,787
Other
comprehensive
income -- -- -- -- -- -- 183 -- 183 (1) 182
TOTAL
COMPREHENSIVE
INCOME -- -- -- -- -- -- 183 3,787 3,970 (1) 3,969
Share issues 1 252 -- -- -- (33) -- -- 221 -- 221
Warrant issues -- - -- -- -- - -- -- -- -- --
Share issue
expenses -- - -- -- -- - -- -- - -- -
Cost of share
based
payments -- -- -- -- 482 -- -- -- 482 -- 482
Transfer of
reserves
relating to
exercise and
expiry of
options and
warrants -- -- -- -- (229) - -- 229 - -- -
Shares
purchased for
cancellation (4) (500) 4 77 -- -- -- -- (423) -- (423)
TOTAL CHANGES
DIRECTLY TO
EQUITY (3) (248) 4 77 253 (33) -- 229 280 -- 280
BALANCE AT 31
DECEMBER
2020 153 12,831 4 - 2,257 5,476 (62) 10,436 31,095 91 31,186
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2020
Share
Share Capital Shares based
Share premium redemption held for payment Warrant Retained Total
capital account reserve treasury reserve reserve profits equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
BALANCE AT 1
JANUARY 2019 135 10,639 -- -- 1,484 5,173 4,583 22,014
Profit for the
year and
total
comprehensive
income for
the year
ended 31
December
2019 -- -- -- -- -- -- 4,794 4,794
Share issues 21 3,012 -- -- -- -- -- 3,033
Warrant issues -- (297) -- -- -- 297 -- --
Share issue
expenses -- (275) -- -- -- 39 -- (236)
Cost of share
based
payments -- -- -- -- 903 -- -- 903
Transfer of
reserves
relating to
exercise and
expiry of
options and
warrants -- -- -- -- (383) -- 383 --
Shares
purchased for
cancellation -- -- - (77) -- -- -- (77)
TOTAL CHANGES
DIRECTLY TO
EQUITY 21 2,440 - (77) 520 336 383 3,623
BALANCE AT 31
DECEMBER
2019 156 13,079 - (77) 2,004 5,509 9,760 30,431
Profit for the
year and
total
comprehensive
income for
the year
ended 31
December
2020 -- -- -- -- -- -- 4,092 4,092
Share issues 1 252 -- -- -- (33) -- 221
Warrant issues -- - -- -- -- - -- --
Share issue
expenses -- - -- -- -- - -- -
Cost of share
based
payments -- -- -- -- 482 -- -- 482
Transfer of
reserves
relating to
exercise and
expiry of
options and
warrants -- -- -- -- (229) - 229 -
Shares
purchased for
cancellation (4) (500) 4 77 -- -- -- (423)
TOTAL CHANGES
DIRECTLY TO
EQUITY (3) (248) 4 - 253 (33) 229 280
BALANCE AT 31
DECEMBER
2020 153 12,831 4 - 2,257 5,476 14,081 34,802
NOTES TO THE FINANCIAL STATEMENTS
1 GENERAL INFORMATION
Metal Tiger plc is a public limited company incorporated in the
United Kingdom. The shares of the Company are listed on the AIM
market of the London Stock Exchange. The Group's principal
activities are described in the Report of the Directors.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
The Financial Statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and IFRIC
interpretations as adopted by the European Union and the Companies
Act 2006 applicable to companies reporting under IFRS. The
Financial Statements have also been prepared under the historical
cost basis, except for share options, warrants and investments in
the Equities Investment segment which are recognised at fair
value.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Company's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the Financial
Statements, are disclosed later in these accounting policies.
The financial statements are presented in UK pounds, which is
also the Company's functional currency.
The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have
been consistently applied throughout all periods presented in the
financial statements.
A number of amendments to IFRSs became effective for the
financial year beginning on 1 January 2020:
-- IAS 1 'Presentation of Financial Statements and IAS 8 Accounting policies,
changes in accounting Estimates and Errors (Amedndment -disclosure
initiative- Definition of Material
-- IFRS 3 'Business Combinations (Amendment -- definition of Business)'
-- Conceptual framework for Financial Reporting (Revised)
-- IBOR Reform and its Effects on Financial Reporting -- phase 1
-- Covid -19- Related Rent Concessions -- Amendment to IFRS 16
The new standards and amendments to IFRS also had no impact on
the financial statements for neither the year ended 31 December
2020 nor the year ended 31 December 2019 and no retrospective
adjustments were required.
An overview of standards, amendments and interpretations to IFRS
issued but not yet effective, and which have not been adopted early
by the Company, is presented below under "Statement of
Compliance".
GOING CONCERN
The Directors have prepared cash flow forecasts for a period of
at least 12 months from the date of approval of these financial
statements which demonstrate that the Group is able to meet its
commitments as they fall due. On this basis, the Directors have a
reasonable expectation that the Group has adequate resources to
continue operating for the foreseeable future. For this reason,
they continue to adopt the going concern basis in preparing the
Group's financial statements.
.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS
requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting year. These estimates and assumptions
are based upon management's knowledge and experience of the
amounts, events or actions. Actual results may differ from such
estimates.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
In certain circumstances, where fair value cannot be readily
established, the Directors are required to make judgements over
carrying value impairment and evaluate the size of any impairment
required.
SHARE BASED PAYMENTS AND SHARE WARRANTS
The calculation of the fair value of equity-settled share based
awards and warrants issued in connection with share issues and the
resulting charge to the Statement of Comprehensive Income and to
recognize a contribution in equity as reflected in warrant reserves
requires assumptions to be made regarding future events and market
conditions. These assumptions include the future volatility of the
Company's share price. These assumptions are then applied to a
recognised valuation model in order to calculate the fair value of
the awards at the date of grant.
FAIR VALUE OF INVESTMENTS
The Group's investments accounted for within the Equity
Investment operating segment require measurement at fair value.
Investments in shares in quoted entities traded in an active market
and unquoted shares are valued as set out in "Current Assets
Investments" below. The unquoted share warrants (Level 3) are shown
at Directors' valuation based on a value derived from either
Black-Scholes or Monte Carlo pricing models depending on the
suitability of the method to the specific warrant taking into
account the terms of the warrant and discounting for the
non-tradability of the warrants where appropriate. Both pricing
models use inputs relating to expected volatility that require
estimations. No value is ascribed to warrants which include terms
which cause the exercise price to be dependent on events outside
the control of the Group and outcomes which are unable to be
predicted with any certainty.
CLASSIFICATION OF JOINT ARRANGEMENTS
For all joint arrangements structured in separate vehicles the
Group must assess the substance of the joint arrangement in
determining whether it is classified as a joint venture or joint
operation. This assessment requires the Group to consider whether
it has rights to the joint arrangement's net assets (in which case
it is classified as a joint venture), or rights to and obligations
for specific assets, liabilities, expenses, and revenues (in which
case it is classified as a joint operation). Factors the Group must
consider include:
-- structure;
-- legal form;
-- contractual agreement; and
-- other facts and circumstances.
Upon consideration of these factors, the Group has determined
that all its joint arrangements structured through separate
vehicles give it rights to the net assets and are therefore
classified as joint ventures.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE INVESTMENTS
In arriving at the carrying value of investments in
subsidiaries, associates and joint ventures, the Group determines
the need for impairment based on the level of geological knowledge
and confidence of the mineral resources (as further described in
its accounting policy). Such decisions are taken on the basis of
the exploration and research work carried out in the period
utilising expert reports.
STATEMENT OF COMPLIANCE
The Financial Statements comply with IFRS as adopted by the
European Union.
Details of new standards applied during the year and their
effect on the financial statements are set out under "Basis of
Preparation" above.
At the date of authorisation of these financial statements, a
number of Standards and Interpretations were in issue but not yet
effective. The adoption of these standards and interpretations, or
any of the amendments made to existing standards as a result of the
annual improvements cycle, will not have a material effect on the
financial statements in the year of initial application nor will
require restatement of prior year results, assets or
liabilities.
BASIS OF CONSOLIDATION
The Consolidated Statement of Comprehensive Income and Statement
of Financial Position include the financial statements of the
Company and its subsidiary undertakings made up to 31 December
2020.
Subsidiaries are all entities over which the Group has control.
The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
Profit or loss and each component of other comprehensive income
are attributed to the equity holders of the parent of the Group and
to non-controlling interests, even if this results in
non-controlling interests having a deficit balance. When necessary,
adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with the Group's
accounting policies. All intra-group assets and liabilities,
equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on
consolidation.
A change in ownership interest of a subsidiary without a loss of
control is accounted for as an equity transaction. If the Group
loses control over a subsidiary, it:
-- derecognises the assets (including goodwill) and liabilities of the
subsidiary;
-- derecognises the carrying amount of any non-controlling interests;
-- derecognises the cumulative translation differences recorded in equity;
-- recognises the fair value of the consideration received;
-- recognises the fair value of any investment retained;
-- recognises any surplus or deficit in the Statement of Comprehensive
Income; and
-- reclassifies the parent's share of components previously recognised in
other comprehensive income to profit or loss or retained earnings, as
appropriate, as would be required if the Group had directly disposed of
the related assets or liabilities.
When the Group ceases to have control, any retained interest in
the entity is re-measured to its fair value at the date when
control is lost, with the change in carrying amount recognised in
profit or loss. The fair value is the initial carrying amount for
the purposes of subsequently accounting for the retained interest
as an associate, joint venture or financial asset. In addition, any
amounts previously recognised in other comprehensive income in
respect of that entity are accounted for as if the Group had
directly disposed of the related assets or liabilities. This may
require that the amounts previously recognised in other
comprehensive income be reclassified to profit or loss.
BUSINESS COMBINATIONS
Business combinations are accounted for using the acquisition
method. The cost of an acquisition is measured as the aggregate of
the consideration transferred, measured at fair value at the date
of acquisition and the amount of any non-controlling interest in
the acquired entity. Non-controlling interests ("NCI") may be
initially measured either at fair value or at the NCI's
proportionate share of the recognised amounts of the acquiree's
identifiable net assets. The choice of measurement basis is made on
a transaction-by-transaction basis. Acquisition costs incurred are
expensed and included in administrative expenses except where they
relate to the issue of debt or equity instruments in connection
with the acquisition, in which case they are included in finance
costs.
When the business combination is achieved in stages, any
previously held equity interest is re-measured at its acquisition
date fair value and any resulting gain or loss is recognised in
profit or loss. It is then considered in determination of
goodwill.
Any contingent consideration to be transferred by the acquirer
is recognised at fair value at the acquisition date. Any subsequent
changes to the fair value of the contingent consideration are
adjusted against the cost of the acquisition if they occur within
the measurement period of twelve months following the date of
acquisition. Any subsequent changes to the fair value of the
contingent consideration after the measurement period are
recognised in the Income Statement. Contingent consideration that
is classified as equity is not re-measured and subsequent
settlement is accounted for within equity.
SEGMENTAL REPORTING
The accounting policy for identifying segments is based on
internal management reporting information that is regularly
reviewed by the chief operating decision maker, which is identified
as the Board of Directors. In identifying its operating segments,
management generally follows the Company's service lines which
represent the main products and services provided by the
Company.
EXPLORATION COSTS
Exploration costs incurred by Group companies, associates and
joint ventures are expensed in arriving at profit or loss for the
period.
Investments made are capitalised as an asset where the
underlying projects have mineral resources which are compliant with
internationally recognised mineral resource standards (JORC and NI
43-101) or where the investment is to acquire an interest in an
investment or associate that holds commercial information, assets
or strategic features against which a current commercial value can
be reasonably assessed.
The JORC Code, the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves, is a
professional code of practice that sets minimum standards for
public reporting of mineral exploration results, mineral resources
and ore reserves. NI 43-101 is a national instrument for the
Standards of Disclosure for Mineral Projects within Canada which
provides a codified set of rules and guidelines for reporting and
displaying information related to mineral properties owned by, or
explored by, companies which report these results on stock
exchanges within Canada.
TAXATION
Current taxation is the taxation currently payable on taxable
profit for the year.
Deferred income taxes are calculated using the liability method
on temporary differences. Deferred tax is generally provided on the
difference between the carrying amounts of assets and liabilities
and their tax bases. However, deferred tax is not provided on the
initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting
profit. Temporary differences include those associated with shares
in subsidiaries and joint ventures and are only not recognised if
the Company controls the reversal of the difference and it is not
expected for the foreseeable future. In addition, tax losses
available to be carried forward as well as other income tax credits
to the Company are assessed for recognition as deferred tax
assets.
Deferred tax liabilities are provided in full, with no
discounting. Deferred tax assets are recognised to the extent that
it is probable that the underlying deductible temporary differences
will be able to be offset against future taxable income. Current
and deferred tax assets and liabilities are calculated at tax rates
that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at
the reporting date. Changes in deferred tax assets or liabilities
are recognised as a component of tax expense in the Statement of
Comprehensive Income, except where they relate to items that are
charged or credited to equity in which case the related deferred
tax is also charged or credited directly to equity.
FOREIGN CURRENCY TRANSLATION
Transactions entered into by Group companies, in a currency
other than the currency of the primary economic environment in
which they operate (their "functional currency") are recorded at
the rates ruling when the transactions occur. Foreign currency
monetary assets and liabilities are translated at the rates ruling
at the reporting date. Exchange differences arising on the
retranslation of unsettled monetary assets and liabilities are
recognised immediately in profit or loss.
Exchange gains and losses arising on the retranslation of
monetary financial assets are treated as a separate component of
the change in fair value and recognised in profit or loss. Exchange
gains and losses on non-monetary OCI financial assets form part of
the overall gain or loss in OCI recognised in respect of that
financial instrument.
Translation into presentation currency.
-- Assets and liabilities for each financial reporting date
presented (including comparatives) are translated at the closing
rate of that financial
reporting period.
-- Income and expenses for each income statement (including
comparatives) is translated at exchange rates at the dates of
transactions.
For practical reasons, the Company applies average exchange
rates for the period.
-- All resulting changes are recognised as a separate component
of equity.
-- Equity items are translated at exchange rates at the dates of
transactions.
INTANGIBLE ASSETS
Software Licences
Licences are stated at cost, less amortisation and provision for
any impairment. Amortisation is provided at rates calculated to
write off the cost of the software over its expected useful life as
follows:
Software 10 years straight line
Gains and losses on disposals are determined by comparing the
disposal proceeds with the carrying amount and are included in the
Statement of Comprehensive Income in arriving at profit or loss for
the year.
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
Associates are entities, other than subsidiaries or joint
ventures, over which the Company has significant influence.
Significant influence is the power to participate in the financial
and operating policy decisions of the investee but does not amount
to control or joint control of the investee.
A joint venture is a contractual arrangement whereby two or more
parties undertake an economic activity that is subject to joint
control. Joint control is the contractually agreed sharing of
control such that significant operating and financial decisions
require the unanimous consent of the parties sharing control. In
some situations, joint control exists even though the Company has
an ownership interest of more than 50% because joint venture
partners have equal control over management decisions. The
Company's joint venture interests are held through one or more
Jointly Controlled Entities (a "JCE"). A JCE is a joint venture
that involves the establishment of a corporation, partnership or
other entity in which each venturer has a long term interest.
Exploration costs in respect of investments in associates and
joint ventures are capitalised or expensed according to the policy
set out above in respect of Group exploration costs. For associates
and joint ventures which are equity accounted for, any share of
losses are offset against cost of investment or loans advanced.
FINANCIAL ASSETS
The Company's financial assets comprise investments held in the
Equity Investment at fair value, royalties receivable, trade
receivables and cash and cash equivalents.
OTHER FIXED ASSET INVESTMENTS
Other fixed asset investments comprise equity interests which
are not held for short term trading. The method of accounting for
these assets is set out under "Accounting for Equity Investment
Segmental Assets" below.
ROYALTIES RECEIVABLE
Royalties receivable are stated at the expected amounts to be
received based on existing committed contracts and discounted at an
appropriate discount rate which reflects the estimated
risk-weighted cost of capital relevant to that asset. The
amortisation of the discount over the period to the receipt of the
royalty payments is credited to the Statement of Comprehensive
Income as finance income.
Where royalty contracts have been entered into but the timing of
receipts are unknown or cannot be reliably forecast, no value is
attributed to the royalties.
The expected amounts to be received, the period over which they
will be received and the appropriate discount rate are assessed on
the date of acquisition of the royalty interests and re-assessed at
each reporting date.
Contracts are assessed on a contract-by-contract basis.
CURRENT ASSET INVESTMENTS
All investments, except those primarily held for strategic
purposes, as security for loans, or not for short term trading, are
designated as current asset investments. The method accounting for
these assets is set out below under "Accounting for Equity
Investment Segmental Assets".
ACCOUNTING FOR EQUITY INVESTMENT SEGMENTAL ASSETS
Investment transactions are accounted for on a trade date basis.
Incidental acquisition costs are expensed. Assets are derecognised
at the trade date of the disposal. Where investments are traded in
a liquid market, the fair value of the financial instruments in the
Statement of Financial Position is based on the quoted bid price at
the reporting date, with no deduction for any estimated future
selling cost. Non-traded investments are valued by the Directors
using primary valuation techniques such as, where possible,
comparable valuations, recent transactions, last price and net
asset value or, in the case of warrants, options and other
derivatives on the basis of third party quotation or specific
investment valuation models appropriate to the investment
concerned.
Changes in the fair value of investments held at fair value
through profit or loss and gains and losses on disposal are
recognised in the Statement of Comprehensive Income.
TRADE AND OTHER RECEIVABLES
Trade and other current asset receivables are recognised
initially at fair value and subsequently measured at amortised cost
using the effective interest method, less any provision for
impairment. The amount of any impairment provided is based on the
expected loss on an item-by-item basis for significant receivables
and using a risk-based provision matrix where appropriate.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and demand
deposits, together with other short term, highly liquid investments
that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value.
IMPAIRMENT OF FINANCIAL ASSETS
The carrying values of the Company's assets are reviewed
annually for any indicators of impairment. Where the carrying value
of an asset exceeds the recoverable amount (i.e. the higher of
value in use and fair value less cost to sell), the asset is
written down accordingly. Impairment charges are included in profit
or loss, except to the extent they reverse gains previously
recognised in other comprehensive income.
FINANCIAL LIABILITIES
The Company's financial liabilities comprise trade and other
payables. Financial liabilities are obligations to pay cash or
other financial assets and are recognised when the Company becomes
a party to the contractual provisions of the instruments.
Trade and other payables are recognised initially at their fair
value and subsequently measured at amortised cost less settlement
payments.
SHARE BASED PAYMENTS
All share based payments are accounted for in accordance with
IFRS 2 -- "Share based payments". The Company issues equity-settled
share based payments in the form of share options and warrants to
certain Directors, employees and advisors. Equity-settled share
based payments are measured at fair value at the date of grant. The
fair value determined at the grant date of equity-settled share
based payments is expensed on a straight line basis over the
vesting period, based on the Company's estimate of shares that will
eventually vest.
Equity-settled share based payments are made in settlement of
professional and other costs. These payments are measured at the
fair value of the services provided which will normally equate to
the invoiced fees and charged to the Statement of Comprehensive
Income, share premium account or are capitalised according to the
nature of the fees incurred.
Fair value is estimated using the Black-Scholes valuation model.
The expected life used in the model has been adjusted on the basis
of management's best estimate for the effects of
non-transferability, exercise restrictions and behavioural
considerations.
WARRANTS
Share warrants issued to shareholders in connection with share
capital issues are measured at fair value at the date of issue and
treated as a separate component of equity. Fair value is determined
at the grant date and is estimated using the Black-Scholes
valuation model. Share warrants issued separately to Directors,
employees and advisors are accounted for in accordance with the
policy on share based payments above.
EQUITY
Equity comprises the following:
"Share capital" representing the nominal value of equity
shares;
"Share premium" representing the excess over nominal value of
the fair value of consideration received for equity shares, net of
expenses of the share issue;
"Share based payment reserve" representing the cumulative cost
of share based payments for options which are outstanding ;
"Warrant reserve" representing the outstanding cost of warrants
issued in connection with share capital issues; and
"Retained profits" representing retained profits.
The cost of the Company's shares held by the Company for
treasury and subsequent cancellation are shown separately as a
deduction from total equity. The shares were transferred to
treasury shares and then cancelled in the year (see note 26).
3 SEGMENTAL INFORMATION
OPERATING SEGMENTS
Year ended 31 Equity Project Inter-
December 2020 Investments Investments Central costs company Total
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
COMPREHENSIVE
INCOME
Net gain on
investments 4,449 (742) (14) -- 3,693
Intercompany
sales - 73 -- (73) --
Other income - 3,638 - - 3,638
Administrative
expenses (539) (539) (1,929) 73 (2,934)
Net finance
income/expense (3) (202) (405) -- (610)
Gain/(loss) for
the year
before
taxation 3,907 2,228 (2,348) -- 3,787
Taxation -- -- -- -- --
Gain/(loss) for
the year after
taxation 3,907 2,228 (2,348) -- 3,787
FINANCIAL
POSITION
Intangible
assets -- 27 -- -- 27
Property, plant
and equipment -- 21 -- -- 21
Investment in
associates -- -- -- -- --
Investment in
joint
ventures -- 3,198 -- -- 3,198
Other fixed
asset
investments 9,019 -- 107 -- 9,126
Royalties
receivable -- 4,866 -- -- 4,866
Total
non-current
assets 9,019 8,112 107 -- 17,238
Current assets 20,324 3,579 1,182 (3,285) 21,800
Current
liabilities - (3,679) (290) 3,285 (684)
Non-current
liabilities -- - (7,168) -- (7,168)
Net assets 29,343 8,012 (6,169) -- 31,186
Equity Investments include strategic investments in resource
exploration and development companies including equity and warrant
holdings. Project Investments are mainly by way of joint venture
arrangements and include interests in precious, strategic and
energy metals, with projects located in Botswana and in 2019 also
Thailand. Central costs comprise those costs which cannot be
allocated directly to either operating segment and include office
rent, audit fees, AIM costs and a proportion of employee and
Directors' remuneration relating to managing the business as a
whole.
OPERATING SEGMENTS
Year ended 31 Equity Project Inter-
December 2019 Investments Investments Central costs company Total
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
COMPREHENSIVE
INCOME
Net gain on
investments 4,969 2,809 -- -- 7,778
Intercompany
sales -- 84 -- (84) --
Administrative
expenses (783) (730) (1,951) 84 (3,380)
Net finance
income/expense (13) 46 41 -- 74
Gain/(loss) for
the year
before
taxation 4,173 2,209 (1,910) -- 4,472
Taxation -- -- -- -- --
Gain/(loss) for
the year after
taxation 4,173 2,209 (1,910) -- 4,472
FINANCIAL
POSITION
Intangible
assets -- 29 -- -- 29
Property, plant
and equipment -- 6 -- -- 6
Investment in
associates -- -- -- -- --
Investment in
joint
ventures -- 2,800 -- -- 2,800
Other fixed
asset
investments 5,414 -- 170 -- 5,584
Royalties
receivable -- 1,236 -- -- 1,236
Total
non-current
assets 5,414 4,071 170 -- 9,655
Current assets 18,035 3,430 5,218 (3,149) 23,534
Current
liabilities (1,300) (3,446) (203) 3,149 (1,800)
Non-current
liabilities -- (121) (4,331) -- (4,452)
Net assets 22,149 3,934 854 -- 26,937
GEOGRAPHICAL SEGMENTS
Year ended 31 December 2020
Inter-company
GBP'000
Asia-
UK EMEA Pacific Austral-asia Americas Total
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP GBP'000
COMPREHENSIVE
INCOME
Net (loss)/gain
on
investments 1,485 (717) -- 1,941 984 -- 3,693
Intercompany
sales (30) -- 103 -- -- (73) --
Other income - 3,638 - - - - 3,638
Administrative
expenses (2,471) (13) (306) (217) - 73 (2,934)
Net finance
income/expense (430) 5 (146) (39) - -- (610)
Gain/(loss) for
the year
before
taxation (1,446) 2,913 (349) 1,685 984 -- 3,787
Taxation -- -- -- -- -- -- --
Gain/(loss) for
the year after
taxation (1,446) 2,913 (349) 1,685 984 -- 3,787
FINANCIAL
POSITION
Intangible
assets -- -- 27 -- -- -- 27
Property, plant
and equipment -- -- 21 -- -- -- 21
Investment in
associates -- -- -- -- -- -- --
Investment in
joint
ventures -- 3,198 - -- -- -- 3,198
Other fixed
asset
investments 107 -- -- 9,019 -- -- 9,126
Royalties
receivable -- 4,866 -- -- -- -- 4,866
Total
non-current
assets 107 8,064 48 9,019 -- -- 17,238
Current assets 1,098 5 3,595 18,370 2,017 (3,285) 21,800
Current
liabilities (290) (306) (3,373) - -- 3,285 (684)
Non-current
liabilities - -- (117) (7,051) -- -- (7,168)
Net assets 915 7,763 153 20,338 2,017 -- 31,186
Year ended 31 December 2019
Inter-company
GBP'000
Asia-
UK EMEA Pacific Austral-asia Americas Total
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP GBP'000
COMPREHENSIVE
INCOME
Net (loss)/gain
on
investments (642) 2,809 -- 5,723 (112) -- 7,778
Intercompany
sales (5) -- 89 -- -- (84) --
Administrative
expenses (2,782) (14) (495) (122) (51) 84 (3,380)
Net finance
income/expense -- (29) 124 (39) 18 -- 74
(Loss)/gain for
the year
before
taxation (3,429) 2,766 (282) 5,562 (145) -- 4,472
Taxation -- -- -- -- -- -- --
(Loss)/gain for
the year after
taxation (3,429) 2,766 (282) 5,562 (145) -- 4,472
FINANCIAL
POSITION
Intangible
assets -- -- 29 -- -- -- 29
Property, plant
and equipment -- -- 6 -- -- -- 6
Investment in
associates -- -- -- -- -- -- --
Investment in
joint
ventures -- 2,069 731 -- -- -- 2,800
Other fixed
asset
investments 107 -- -- 5,477 -- -- 5,584
Royalties
receivable -- 1,236 -- -- -- -- 1,236
Total
non-current
assets 107 3,305 766 5,477 -- -- 9,655
Current assets 1,716 -- 3,432 20,862 673 (3,149) 23,534
Current
liabilities (235) (148) (3,288) (1,278) -- 3,149 (1,800)
Non-current
liabilities (121) -- -- (4,331) -- -- (4,452)
Net assets 1,467 3,157 910 20,730 673 -- 26,937
4 SALE OF INTERESTS IN EXPLORATION OPERATIONS IN BOTSWANA
2020 2019
GBP'000 GBP'000
Equity interest acquired - 5,254
Options acquired -- --
Royalty rights acquired -- --
Sale proceeds - 5,254
Book value of net assets sold - 1,921
Direct costs of sale - 24
Costs attributable to sale - 1,945
Profit on sale - 3,309
Year ended 31 December 2020
The royalties acquired in the year ended 31 December 2018 (see
below for details) have been revalued at 31 December 2020 on a
discounted cash flow basis assuming a 10% discount rate and
recovery in the fourth Quarter of 2022.
Pursuant to the various market announcements by Sandfire, inter
alia and more directly to the announcements released on 1 December
2020 when the A4 Maiden Resource was released to the market, which
has enabled the Group to assign an initial measurement and
subsequent recognition of the royalty over the A4 deposit. This
announcement was released more than one year after the close of the
sale as more fully detailed below, and as such, the initial
recognition and value assigned to the royalty is not deemed as part
of the sale transaction referred to below and note 19.
Year ended 31 December 2019
On 25 June 2019 Sandfire Resources NL (now Sandfire Resources
Limited) ("Sandfire") entered into a scheme implementation deed
with MOD Resources Limited ("MOD") to acquire the whole of the
issued share capital of MOD, subject to shareholder and court
approval. As part of this transaction, MOD was required to acquire
the whole of the 30% interest that Metal Tiger held in its
associated company with MOD, Metal Capital Exploration Limited and
an agreement was entered into with Metal Tiger accordingly based on
the terms of the Joint Venture Consolidation Option Agreement
entered into between the parties at the time of the sale of Metal
Capital Limited to MOD in 2018 (see below).
The consideration for the sale of Metal Capital Exploration
Limited to MOD comprised 22,322,222 shares in MOD together with a
2% net smelter royalty over any future production from the
exploration assets held within Tshukudu Exploration Limited, the
wholly owned subsidiary of Metal Capital Exploration Limited. The
sale was conditional on the approval by MOD shareholders of both
the sale and of the offer by Sandfire for MOD. This sale and offer
were both approved on 1 October 2019 and subsequently approved by
the Supreme Court of Western Australia on 8 October 2019.
No value has been attributed to the royalty acquired as the
possible production levels and timescale of the development of the
exploration assets is uncertain.
The royalties acquired in the year ended 31 December 2018 (see
below for details) have been revalued at 31 December 2020 on a
discounted cash flow basis assuming a 10% discount rate and
recovery in the first Quarter of 2022.
5 MOVEMENT IN FAIR VALUE OF FAIR VALUE ACCOUNTED EQUITIES
2020 2019
GBP'000 GBP'000
Change in fair value of non-current asset investments
(note 18) (1,058) (899)
Change in fair value of current asset investments (note
20) 4,114 5,384
3,056 4,485
6 INVESTMENT INCOME
Investment income comprises dividends received.
7 OTHER INCOME
2020 2019
GBP'000 GBP'000
Initial recognition of the A4 Dome uncapped net royalty
receivable (note 19) 3,638 -
8 OPERATING PROFIT 2020 2019
GBP'000 GBP'000
Profit from operations is arrived at after charging:
Wages and salaries (see note 9) 1,274 1,245
Share based payment expense -- options 482 903
Amortisation of intangible assets 4 4
Depreciation 7 12
During the year the Group obtained the following services from the
Company's auditor:
2020 2019
GBP'000 GBP'000
Fees payable to the Company's auditor for:
the audit of the Group's financial statements 47 47
tax services 10 16
other assurance services 6 1
9 EMPLOYEE AND DIRECTORS' REMUNERATION
The expense recognised for employee benefits for continuing
operations is analysed below:
2020 2019
GBP'000 GBP'000
Short term employee benefits (including Directors) 1,147 1,133
Pension costs 3 4
Social security costs 124 108
1,274 1,245
Share based remuneration 474 903
1,748 2,148
DIRECTORS' REMUNERATION
2020 2019
GBP'000 GBP'000
Remuneration 476 409
Consultancy fees 65 40
Bonuses 232 315
Other benefits 10 11
783 775
Share based remuneration 352 781
1,135 1,556
Social security costs 84 77
1,219 1,633
Details of Directors' employment benefits expense are as
follows:
Consultancy Pension Other Total Total
Name of Remuneration fees Bonuses costs benefits 2020 2019
Director GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Charles
Hall 95 -- 25 -- 3 123 82
Michael
McNeilly 187 -- 150 - 2 339 333
Mark
Potter 150 -- 50 -- 5 205 210
Terry
Grammer -- 65 - -- -- 65 110
Neville
Bergin 35 -- 7 -- -- 42 40
David
Wargo 9 -- -- -- -- 9 -
476 65 232 -- 10 783 775
Details of share options and warrants granted to Directors
during the year are given in note 27.
Average number of persons employed during the year:
2020 2019
Number Number
Project Investment operations 4 4
Office and management 10 9
14 13
Key management are the Directors of the Company.
10 FINANCE INCOME 2020 2019
GBP'000 GBP'000
Bank interest 1 1
Amortisation of discount on royalty's receivable (see note
4) 27 3
Change in value of derivatives held for financing 46 11
Foreign exchange gains - 62
74 77
11 FINANCE COSTS 2020 2019
GBP'000 GBP'000
Bank interest 91 3
Foreign exchange losses 593 -
684 3
12 TAXATION
2020 2019
GBP'000 GBP'000
Current tax on income for the year -- --
Deferred tax -- --
Total tax charge for the year -- --
The tax on the Group's profit/(loss) before tax differs from the
theoretical amount that would arise using the weighted average rate
applicable to profits of the Group or Company as follows:
2020 2019
Factors affecting the tax charge GBP'000 GBP'000
Profit/(loss) before tax 3,787 4,472
Profit before tax multiplied by rate of corporation tax in
the UK of 19% (2019: 19%) (719) (850)
Overseas profits/losses taxed at different rates (3) (17)
Changes in rate at which deferred tax is provided 106 58
Chargeable gains arising (64)
Income not chargeable to tax 595 656
Expenses not allowable for tax (150) (277)
Other permanent timing differences 6 1
Deferred tax gains and losses not recognised 229 429
Total tax - --
Movements in deferred tax assets and liabilities during the year
and the amounts outstanding at the year end are as follows:
Assets Liabilities Net
Deferred tax asset/(liability) GBP'000 GBP'000 GBP'000
At 1 January 2019 -- -- --
Year ended 31 December 2019:
Credit for the year -- -- --
At 31 December 2019 -- -- --
Year ended 31 December 2020: -- -- --
At 31 December 2020 -- -- --
No deferred tax asset or liability is provided at 31 December
2020 owing to the availability of losses carried forward and the
uncertainty of the timing of future profits. As at 31 December 2020
the Group has unprovided tax losses carried forward of
approximately GBP1,300,000 (2019: GBP1,500,000) of which GBP667,000
relate to subsidiaries in Thailand and expire over the period to 31
December 2025 (2019: GBP500,000 over the period to 31 December
2024).
13 PROFIT ACCOUNTED FOR IN THE PARENT COMPANY
As permitted under Section 408 of the Companies Act 2006, a
Statement of Comprehensive Income for the Company is not presented
as part of these financial statements.
14 EARNINGS PER SHARE
The basic earnings per share is based on the profit for the year
divided by the weighted average number of shares in issue during
the year. The weighted average number of ordinary shares for the
year assumes that all shares have been included in the computation
based on the weighted average number of days since issue.
2020 2019
GBP'000 GBP'000
Earnings attributable to equity holders of the
Company:
Continuing and total operations 3,787 4,472
No of shares No of shares
Weighted average number of ordinary shares in
issue for basic earnings 152,736,655 1,523,668,005
Weighted average of exercisable share options and
warrants 962,996 -
Weighted average number of ordinary shares in
issue for fully diluted earnings 153,699,651 1,523,668,005
Of the warrants outstanding on the 31 December 2020, 962,996,
were deemed to be dilutive as the average market price of ordinary
shares during the year exceeded the exercise price of the said
warrants. No other options and or warrants in issue were deemed
dilutive.
No share options and warrants outstanding at 31 December 2019
were dilutive as the average market price of ordinary shares during
the year was below the exercise price of the share options and
warrants in issue.
2020 2019
Pence per Pence per
share share
Earnings per ordinary share - basic:
Continuing and total operations 2.48p 2.9p*
Earnings per ordinary share - fully diluted:
Continuing and total operations 2.46p 2.9p*
*restated for the 1 for 10 share consolidation in 2020
15 SUBSIDIARY UNDERTAKINGS
The following were subsidiary undertakings at the end of the
year. All subsidiaries have year ends which are coterminous with
that of the parent Company. Except where indicated all companies
are engaged in mineral exploration. Metal Tiger plc controls those
companies where its proportion of voting rights is less than 50% by
virtue of shareholder agreements.
Proportion
of voting
rights and
Country of Effective ordinary
incorporation dividend Type of share
Registered or rights shares capital
Name office registration held held held
Weston Farm
House
Weston
Down Lane
KEMCO Mining Hampshire
plc* SO21 3AG England and
(non-trading) UK Wales 100% Ordinary 100%
Level 2 267
St Georges
Metal Tiger Terrace
Australia Pty West Perth
Limited* WA 6000
(non-trading) Australia Australia 100% Ordinary 100%
75/32
Richmond
Office
Building
12th Floor
Soi
Sukhumvit
26
Sukhumvit
Road
Metal Tiger Klongton
Exploration Klongtoey
and Mining Co. Bangkok, Ordinary 49%
Ltd. Thailand Thailand 100% Preference 100%
Metal Tiger IHQ Co. Ltd.* 100% Ordinary 100%
Metal Group Co. Ltd. 99% Ordinary 49%
Metal Tiger Resources Co. Ltd. 100% Ordinary 88%
* Directly owned by the Company.
INVESTMENT IN SUBSIDIARY UNDERTAKINGS 2020 2019
Company GBP'000 GBP'000
At 1 January 564 536
Increase in capital -- 28
At 31 December 564 564
16 INVESTMENT IN ASSOCIATES
The Group and the Company held no interests in associates at the
end of the year. The Group's and Company's interests in the
following associated companies were sold during the comparative
year as set out in note 4:
Name Registered Country of Proportion of Nature of
office incorporation voting rights business
or and ordinary
registration share capital
held
Held directly:
Metal Capital Eversheds England and 30% Mineral
Exploration House 70 Great Wales exploration
Limited * Bridgewater
Street,
Manchester, M1
5ES
Held indirectly through Metal Capital Exploration Limited:
Tshukudu Plot 64518 Botswana 30% Mineral
Exploration Fairground exploration
Botswana (Pty) Gaborone,
Limited Botswana
Group and Company Cost of investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2019 1,426 242 1,668
Additions in the year 45 169 214
Share of comprehensive losses (5) -- (5)
Disposals (see note 4) (1,466) (455) (1,921)
Translation differences -- 44 44
At 31 December 2019 - - -
At 31 December 2020 -- -- --
The changes in investments in associated companies held by Metal
Tiger during 2019 and 2020 are explained in note 4 and all relate
to Metal Capital Exploration Limited.
The consolidated results and net assets of Metal Capital
Exploration Limited were as follows:
2020 2019
GBP'000 GBP'000
Revenue -- --
Operating costs -- (18)
Finance expense -- --
Loss before taxation -- (18)
Tax on loss on ordinary activities -- --
Loss for the year -- (18)
2020 2018
GBP'000 GBP'000
Non-current assets -- 4,957
Current assets -- 286
Current liabilities -- (809)
Net assets -- 4,434
17 INVESTMENT IN JOINT VENTURES
The companies in which Metal Tiger's joint venture interests are
held are set out below. All are engaged in mineral exploration.
Joint Registered Country of Principal Proportion of ownership
venture office incorporation place of interest and voting
or business rights held by the
registration Group/Company
31 Dec 31 Dec
2020 2019
Held
directly:
Boh Yai 89/2 Soi Thailand Thailand -%* Option to
Mining Rajvithee 2 acquire
Company Rajvithee 80%
Ltd. Road Kwaeng
Samsen Nai
Khet
Payathai
Bangkok
10400
Thailand
Kalahari 25-29 UK UK 62.2% / 59.8% /
Metals Maddox 50%** 50%**
Limited Street
London W1S
2PP U.K.
* On 12 March 2020, the Company announced the termination of the
acquisition and joint venture agreement in respect of the Boh Yai
lead-zinc-silver mine in Thailand. This investment has been written
off in the year ended 31 December 2020.
** Kalahari Metals Limited is regarded as a joint venture as a
shareholder agreement precludes Metal Tiger from exercising control
over the company accordingly its voting rights are effectively
limited to 50%.
Group and Company Cost of investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2019 1,824 225 2,049
Additions in the year 1,258 -- 1,258
Share of losses (22) -- (22)
Write-off of investment (260) (213) (473)
Provisions -- (12) (12)
At 31 December 2019 2,800 -- 2,800
Additions in the year 1,151 -- 1,151
Share of losses (25) -- (25)
Write-off of investment (731) -- (731)
Translation differences 3 - 3
At 31 December 2020 3,198 -- 3,198
The fair value of investments in joint ventures at the yearend
is considered by the Directors not to be materially different to
the carrying amounts.
Boh Yai Cost of investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2019 731 -- 731
Additions -- -- --
At 31 December 2019 731 -- 731
Write-off of investment (731) -- (731)
At 31 December 2019 - -- -
During the 2020 year the agreement with respect to Boh Yai joint
venture was terminated and the investment was written-off in
full.
Kalahari Metals Limited Cost of investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2019 833 -- 833
Additions in the year 1,258 -- 1,258
Share of comprehensive losses (22) -- (22)
At 31 December 2019 2,069 -- 2,069
Additions in the year 1,151 -- 1,151
Share of comprehensive losses (25) - (25)
Share of comprehensive losses 3 -- 3
At 31 December 2020 3,198 -- 3,198
The consolidated results and net assets of Kalahari Metals
Limited were as follows:
2020 2019
GBP'000 GBP'000
Revenue -- --
Operating costs (53) (63)
Finance income/(expense) 13 22
Loss before taxation (40) (41)
Tax on loss on ordinary activities -- --
Loss for the year (40) (41)
2020 2019
GBP'000 GBP'000
Non-current assets 3,387 1,928
Current assets 308 150
Current liabilities (64) (79)
Net assets 3,631 1,999
18 OTHER NON-CURRENT ASSET INVESTMENTS
Year ended 31 Other fixed
December 2020 Equity asset
Group and investments Derivatives investments Total
Company GBP'000 GBP'000 GBP'000 GBP'000
At 1 January --
at fair value 5,307 170 107 5,584
Transfer from
current assets 4,326 -- -- 4,326
Acquisition -- 228 -- 228
Movement in fair
value (1,058) 46 -- (1,012)
At 31 December --
at fair value 8,575 444 107 9,126
Categorised as:
Level 1- Quoted
investments 8,575 -- -- 8,575
Level 3 --
Unquoted
investments -
Equity -- 444 107 551
8,575 444 107 9,126
Year ended 31 Other fixed
December 2019 Equity asset
Group and investments Derivatives investments Total
Company GBP'000 GBP'000 GBP'000 GBP'000
At 1 January --
at fair value -- -- 107 107
Transfer from
current assets 6,206 -- -- 6,206
Acquisition -- 158 - 158
Movement in fair
value (899) 12 -- (887)
At 31 December --
at fair value 5,307 170 107 5,584
Categorised as:
Level 1- Quoted
investments 5,307 -- -- 5,307
Level 3 --
Unquoted
investments -
Equity -- 170 107 277
5,307 170 107 5,584
The tables of investments above set out the fair value
measurements using the IFRS 13 fair value hierarchy. Categorisation
within the hierarchy has been determined on the basis of the lowest
level of input that is significant to the fair value measurement of
the relevant asset as follows:
Level 1 -- valued using quoted prices in active markets for
identical assets;
Level 2 -- valued by reference to valuation techniques using
observable inputs other than quoted prices included within Level 1;
and
Level 3 -- valued by reference to valuation techniques using
inputs that are not based on observable market data.
The maximum credit risk as regards these investments is not
considered to be materially different from the carrying value of
those investments.
EQUITY INVESTMENTS
The investment held as non-current asset investments comprises
2,842,667 (2019:1,675,125) ordinary shares in the capital of
Sandfire Resources NL ("Sandfire") which is traded on the
Australian ASX market. This investment is held as security, via a
stock lending arrangement, for the Group's bank loans with maturity
dates ranging from 16 December 2022 and 8 December 2023 (see note
23). The financing arrangement for the bank loan includes a
put/call option over these shares as set out below.
DERIVATIVES
As part of the financing arrangements for the Group's bank loan,
the Company has entered a put/call arrangement whereby it has:
1. obtained the right (but not the obligation) to sell 2,842,667 Sandfire
shares to the lender at the expiry of the loan on 16 December 2022 at 80%
of the reference price, reference prices for the respective arrangements
range between A$4.10 and A$6.10, with the weighted average reference
price being A$5.70 (subject to customary adjustments) (the ""Reference
Price"), and
2. granted the lender the right (but not the obligation) to buy 2,842,667
Sandfire shares from the Company at the same date at a premium of 145% of
the Reference Price.
The Company may elect to settle the put/call by way of physical
delivery of Sandfire shares or by way of a cash payment reflecting
the value of the put and call at the time.
The derivative has been recorded initially at cost and revalued
by the lending bank at the yearend by reference to Level 3 data
under the IFRS13 fair value hierarchy.
OTHER NON-CURRENT ASSET INVESTMENTS
Other non-current fixed asset investments comprise an investment
in Sita Capital Partners LLP, an asset management partnership which
is not held for short term. Mr Mark Potter, a director of the
Company, is the controlling partner of Sita Capital Partners
LLP.
19 ROYALTIES RECEIVABLE
T3 A4 Total
Group and Company GBP'000 GBP'000 GBP'000
At 1 January 2019 1,285 - 1,285
Acquisitions in the year - - -
Amortisation of discount on
acquisition 3 - 3
Translation differences (52) - (52)
At 31 December 2019 1,236 - 1,236
Acquisitions in the year (see note
below) - 3,638 3,638
Amortisation of discount on
acquisition 27 - 27
Translation differences (35) - (35)
At 31 December 2020 1,228 3,638 4,866
The royalties receivable relates to those attributable to the T3
project in Botswana previously owned in the Metal Capital Ltd joint
venture sold to MOD in 2018. The A4 royalty acquired because of the
sale of Metal Capital Exploration in 2019 has been recognized
during the 2020 Financial year as detailed in note 4 to the
financial statements.
The following table illustrates the key considerations and
assumptions the Group considered in determining the value of the
royalty by using the net present value of the cash flows expected
from the royalty as discounted, the key considerations included
(see note 4):
2020 2019
GBP'000 GBP'000
Resource size MT 6,500,000 -
Resource Grade Copper 1.54% -
Copper Price US$/MT US$6,967 -
Mining recovery rate Copper 92.1% -
Concentrate recovery Copper 92.2% -
Cash flow commencement date, in equal
parts over the duration 1(st) Qrt. 2023 -
Discount rate 10% -
The following table illustrates the sensitivity of the net value
of the A4 royalty, to changes to the material valuation
components:
2020 2019
CHANGE IN EQUITY GBP'000 GBP'000
5% Increase in Resource size 182 -
5% Decrease in Resource size (182) -
5% Increase in medium term copper price 192 -
5% Decrease in medium term copper price (192) -
Cash flow commencement date 1 year earlier 364 -
Cash flow commencement date 1 year later (364) -
20 CURRENT ASSET INVESTMENTS
2020 2019
Group and Group and
Company Company
GBP'000 GBP'000
At 1 January -- investments at fair value 18,029 12,079
Acquisitions 7,219 7,724
Disposal proceeds (5,013) (909)
Transfer to non-current assets (4,326) (6,206)
Gain/(Loss) on disposal of investments 745 (43)
Movement in fair value of investments 4,114 5,384
At 31 December -- investments at fair
value 20,768 18,029
Categorised as:
Level 1 -- Quoted investments 19,817 17,375
Level 3 -- Unquoted investments - equity 241 549
Level 3 -- Unquoted investments -- share
warrants 710 105
20,768 18,029
The table of investments sets out the fair value measurements
using the IFRS 13 fair value hierarchy. The explanation of the
hierarchy is given in note 18.
The maximum credit risk as regards these investments is not
considered to be materially different from the carrying value of
those investments.
LEVEL 3 FINANCIAL ASSETS
Reconciliation of Level 3 fair value measurement
of financial assets:
2020 2019
Group and Company Group and Company
GBP'000 GBP'000
At 1 January 654 719
Purchases 613 106
Transfer to Level 1 (443) --
Disposal proceeds (245) --
Warrants exercised (83) --
Loss on disposal of
investments (140) (53)
Movement in fair value 595 (118)
At 31 December 951 654
Level 3 valuation techniques used by the Group are explained in
note 2 (fair value of investments). The following key input has
been used in the valuation model: volatilities ranging between 79%
and 201% depending on the investment (2019: 70% to 230%). A 20%
increase in the volatility estimate would result in a GBP98,000
increase in the fair value (2019: GBP22,000) and a 20% decrease
would result in a GBP106,000 decrease in fair value (2019:
GBP42,000).
21 TRADE AND OTHER RECEIVABLES
2020 2020 2019 2019
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Tax and social security 173 -- 173 --
Other receivables 45 27 29 14
Prepayments and accrued income 356 305 296 244
574 332 498 258
The fair value of trade and other receivables, using the
expected credit loss model, is considered by the Directors not to
be materially different to carrying amounts.
22 CASH AND CASH EQUIVALENTS
2020 2020 2019 2019
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Cash at investment brokers 110 110 82 82
Cash at bank 348 320 4,925 4,886
458 430 5,007 4,968
The fair value of cash and cash equivalents is considered by the
Directors not to be materially different to carrying amounts.
23 TRADE AND OTHER PAYABLES
2020 2020 2019 2019
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Trade payables 55 55 1,347 1,347
Tax and social security 38 38 68 58
Other payables 43 30 38 28
Accrued charges 190 171 145 124
326 294 1,598 1,557
There were GBP0 (2019: GBP'000 1.272) unsettled equity
investments on 31 December 2020 included in Trade payables for the
Group and Company.
The fair value of trade and other payables is considered by the
Directors not to be materially different to carrying amounts.
24 LOANS AND BORROWINGS
2020 2020 2019 2019
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Current liabilities 52 -- 54 --
Non-current liabilities 7,051 7,051 4,331 4,331
7,103 7,051 4,385 4,331
CURRENT LIABILITES
2020 2020 2019 2019
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 54 -- 52 --
Translation differences (2) -- 2 --
At 31 December 52 -- 54 --
The loan is non-interest bearing and is repayable on demand.
NON-CURRENT LIABILITES -- BANK LOAN
2020 2020 2019 2019
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 4,331 4,331 -- --
Net cash flows from financing
activities 2,375 2,375 4,224 4,224
Drawn down in the year 2,620 2,620 4,224 4,224
Repayments in the period (245) (245) - -
Translation differences* 345 345 107 107
At 31 December 7,051 7,051 4,331 4,331
*non - cash flow
The Company has secured loans in aggregate of A$12,957,581,
shown above, from a banking institution which is secured by
reference to the stock loan over shares in Sandfire and the
associated put/call derivative, see note 18. The loans are
repayable in tranches commencing 16 December 2022 through to 8
December 2023.
AVAILABLE LOAN FACILITIES
The Company can, subject to the approval of the lender of the
bank loan, utilise the balance of Sandfire shares held by the
Company to increase the amount of the loan at a future date up to a
maximum value of the security, being the value of Sandfire shares
at that time. If the total amount outstanding at 30 March 2021 is
less than A$20million, the Company will be required to pay a
commitment fee to the lender, with the maximum fee so payable
amounting to A$74,916. At 31 December 2020 the fair market value of
3,454,323 (2019: 4,621,865) Sandfire shares currently available and
uncharged and included within Equity Investments segmental current
assets was GBP10,418,000 (2019: GBP14,644,000).
25 CONTINGENT CONSIDERATION
On 16 February 2016, the Company exercised its option to acquire
the remainder of the Thai based assets of Southeast Asia Mining
Corporation ("SEAM"), comprising its investment in Southeast Asia
Exploration and Mining Co. Ltd (now called Metal Tiger Exploration
and Mining Co. Ltd.) and certain fellow subsidiaries, to provide an
increased portfolio of base metal interests in Thailand through
joint venture interests with Boh Yai Mining Company Ltd. in
Thailand. The consideration was a cash payment of US$200,000 and a
payment of US$300,000 in 23,799,000 new ordinary shares of the
Company. A potential further cash payment of US$100,000 and a
US$60,000 working capital contribution may be issued to SEAM
subject to the grant of the primary target prospecting licence
1/2557 in the Kanchanaburi province in Western Thailand.
26 SHARE CAPITAL
Capital
Number of Share Redemption Share
CALLED UP,
ISSUED AND FULLY
PAID ordinary shares capital Redemption premium
GBP'000 GBP'000 GBP'000
At 1 January
2019 1,349,956,065 135 - 10,639
Share issues 209,216,232 21 - 3,012
Warrant reserve
release -- -- - (297)
Share issue
expenses -- -- - (275)
At 31 December
2019 1,559,172,297 156 - 13,079
Share issues 3 - - -
Warrant
exercised 1,103,964 1 - 252
Capital
reduction (37,095,690) (4) 4 (500)
Share
consolidation (1,369,868,949) - - -
At 31 December
2020 153,311,625 153 4 12,831
SHARE ISSUES
On 30 June 2020, pursuant to a resolution at its Annual General
Meeting, the Company issued a further 3 ordinary shares to increase
the capital to 1,522,076,610 ordinary shares of 0.01p and carried
out a 1 for 10 share consolidation resulting in 152,207,661
ordinary shares of 0.1p in issue at the period end.
The following issues of ordinary shares of 0.01p took place in
the 2019 financial year:
Issue price Amount gross
Date (p) Number issued GBP'000
11 February 2019 Placing 1.450 70,010,345 1,015
11 March 2019 Placing 1.450 137,162,552 1,989
Total issued for cash 207,172,897 3,004
For remuneration,
professional and
other fees and
the acquisition
Various dates of investments 1.422 * 2,043,335 29
209,216,232 3,033
* Average price.
Details of warrants issued with the placing are given in note
27.
SHARE BUY-BACKS
During the year, the Company repurchased a further 31,379,310
(2019: 5,716,380) ordinary shares at a total cost of GBP423,000
(2019: GBP77,000) under a general authority and in pursuance to the
announced buy-back programme. All the share repurchases were
cancelled on 17 January 2020.
27 SHARE OPTIONS AND WARRANTS
SHARE OPTIONS
2020 2019
Weighted Weighted
average average
exercise price exercise price
Number (p) Number (p)
At 1 January 134,500,000 43.6 160,200,000 4.03
Issued in year 4,700,000 27.5 -- --
Cancelled or
expired in
year (2,600,000) 30.9 (25,700,000) 2.29
Consolidation (121,050,000) - - -
At 31 December 15,550,000 40.93 134,500,000 4.36
Exercisable at
31 December 12,874,194 43.72 134,500,000 4.36
Average life 2.96 years - 3.65 years -
remaining at
31 December
SHARE OPTIONS (continued)
The following options were issued/amended under the Company's
share option schemes during the year.
Tranche Tranche Tranche Extension Extension
Tranche A1 A2 A3 B 1 2
New New New
New awards awards awards awards Extension Extension
1 1
Grant/Extension 1 October October October 1 October 1 October 1 October
date 2020 2020 2020 2020 2020 2020
Vesting
date/market Over 4
facing hurdle years 45p* 60p* On issue On issue On issue
Share price at
date of grant 23.5p 23.5p 23.5p 23.5p 23.5p 23.5p
Exercise price
per share 27.5p 27.5p 27.5p 27.5p 60.0p 45.0p
No. of options 1,120,000 840,000 840,000 1,900,000 2,100,000 4,500,000
Risk free rate 0% 0% 0% 0% 0% 0%
Expected
volatility 84% 84% 84% 65% 77% 68%
Life of option 7.75 7.75 7.75 2.75 4.64 3.80
years years years years years years
Calculated fair 17.25p 17.19p 17.27p 8.55p 7.40p 2.30p
value per share
*Barriers will cut in when the share price has been at or above the
barrier price on average over the previous 10 days
Options outstanding to Directors at 31 December 2020 are as
follows:
Current Directors at the year end:
Exercise At Granted/ (Cancelled At
price 1 January or Expired) 31 December
(p) Number Number Number
Charles Hall 35 300,000 -- 300,000
45 450,000 -- 450,000
60 500,000 -- 500,000
27.5 - 200,000 200,000
Michael McNeilly 20 200,000 (200,000) --
30 750,000 (750,000) 750,000
35 1,000,000 -- 1,000,000
45 1,500,000 -- 1,500,000
60 1,000,000 -- 1,000,000
27.5 - 1,000,000 1,000,000
Mark Potter 30 100,000 (100,000) -
35 1,000,000 -- 1,000,000
45 1,500,000 -- 1,500,000
60 400,000 -- 400,000
27.5 - 600,000 600,000
Neville Bergin 35 200,000 -- 200,000
45 300,000 -- 300,000
27.5 - 200,000 200,000
David Wargo 27.5 - 200,000 200,000
9,000,000 1,350,000 10,350,000
The total share based payment expense recognised in the income
statement for the year ended 31 December 2020 in respect of options
granted was GBP482,000 (2019: GBP903,000).
Terry Grammer ceased to be a director during the year and at
year end he held 900,000 share options all of which are exercisable
by his estate.
PLACING WARRANTS
2020 2019
Weighted Weighted
average average
exercise price exercise price
Number (p) Number (p)
At 1 January 523,004,274 45.97 463,597,810 4.660
Issued in year
(see below) - - 113,216,408 1.953
Exercised in
year (1,103,967) 20 -- --
Expired in year - - (53,809,944) 0.000
Consolidation (470,703,874) -
At 31 December 51,196,433 45.324 523,004,274 4.597
Exercisable at
31 December 51,196,433 45.324 523,004,274 4.597
Average life 0.77 years 1.74 years
remaining at
31 December
In addition, up to 485,000 Secondary Warrants are potentially
issuable on a one for one basis to existing holders of Brokers'
Warrants when certain existing warrants (themselves exercisable on
or before 27 April 2022) are exercised. These warrants will have,
on issue, an exercise price of 60p per share and will be valid for
a further five years from the date of issue. A value attributable
to these Secondary Warrants was included in arriving at the fair
value of the Brokers' Warrants issued on 27 April 2017 in
connection with the placing on 26 April 2017.
There were no warrants issued during the financial year. The
warrants issued during 2019 year were in connection with the
placings of the Company's ordinary shares as detailed in note 25
and have been charged as a component of equity. The fair values of
the warrants were determined using the Black-Scholes pricing model.
The significant inputs to the model were as follows:
Warrants for
Placing warrants Placing warrants advisory services
Grant date 18 February 2019 10 March 2019 10 March 2019
Share price at date
of grant 12.25p 13.00p 13.00p
Exercise price per
share 20.00p 20.00p 14.50p
No. of warrants
granted 3,500,517 6,858,127 962,996
Risk free rate 1% 1% 1%
Expected volatility 64% 62% 62%
Life of warrant 2 years 2 years 2 years
Calculated fair 2.54p 2.81p 40.6p
value per share
warrant
28 FINANCIAL INSTRUMENTS
CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that it will be able to
continue as a going concern while maximising the return to
shareholders through the optimisation of debt and equity funding.
Currently the Company's capital structure consists entirely of
shareholders' equity, comprising issued share capital and
reserves.
The Company uses financial instruments to provide funding for
its operations. The derivatives held by the Company, as set out in
note 18 are used to provide for a partial hedge in changes in the
value of the market investments used to secure the Company's long
term loan (note 24).
The main risks arising from the Company's financial instruments
are credit risk, liquidity risk, market risk and foreign exchange
risk. The Company does not have any significant other risks. The
Directors agree policies for managing these risks and they are
summarised below.
CREDIT RISK
The Group's exposure to credit risk is limited to the carrying
amounts of trade and other receivables, and cash and cash
equivalents recognised at the reporting date, as follows:
2020 2019
GBP'000 GBP'000
Trade and other receivables 44 29
Cash and cash equivalents 458 5,007
502 5,036
The Group's management considers that all the above financial
assets that are not impaired for each of the reporting dates under
review are of good credit quality, including those that are past
due.
No impairment provision was required against trade and other
receivables in the year (2019: none). None of the Group's financial
assets are secured by collateral or other credit enhancements.
The credit risk for cash and cash equivalents is considered
negligible, since the counterparties are reputable banks with high
quality external credit ratings.
LIQUIDITY RISK
The Group makes both short term and long term investments. Short
term investments are principally quoted investments and such
investments may be sold to meet the Group's funding requirements.
The market in small capitalised companies may at times prove to
have pockets of illiquidity, particularly at times when the markets
are distressed which is somewhat mitigated by the diversity of the
portfolio. Long term investments include quoted and unquoted
investments, derivatives and joint ventures through unquoted
investment vehicles. Unquoted investments, including joint
ventures, are subject to greater liquidity risk. Directors perform
extensive due diligence prior to investment in joint ventures.
As the Group has no significant interest bearing assets, the
Group's income and operating cash flows are substantially
independent of changes in market interest rates.
The following table shows the contractual maturities of the
Group's financial liabilities, including repayments of both
principal and interest where applicable:
2020 2019
GBP'000 GBP'000
Trade and other payables due in 6 months or less 136 1,442
Related party creditors due in 6 months or less 306 159
Loan repayable on demand 52 54
Loan repayable between 1- 2 years 4,429 -
Loans repayable between in 2 years and more 2,623 4,331
Total contractual cash flows 7,545 5,986
As set out in notes 18 and 24, the loans repayable between one
and two years together with the loans payable thereafter is secured
upon a quoted equity investment held by the Company and pricing
risk is partially protected by means of a derivative
cap/collar.
MARKET RISK
The Company is exposed to market risk as a result of investing
in listed resource companies. The fair value of each investment
will fluctuate as a result of factors specific to the investment.
The Company actively reviews its portfolio of investments to manage
this risk. An increase of 10% in the valuation of listed
investments held at the year end would increase the profit before
tax for the year by GBP2,839,000 (2019: GBP2,268,000).
FOREIGN CURRENCY RISK
The Group is exposed to movements in exchange rates in respect
of equity investments, derivatives, overseas subsidiaries,
investments in joint ventures and associates, and cash held in
foreign currencies.
The following table illustrates the sensitivity of net assets to
changes in currency exchange rates at the year end where there is a
material exposure to that currency:
2020 2018
CHANGE IN EQUITY GBP'000 GBP'000
5% Increase in A$ fx rate against GBP 998 1,053
5% Decrease in A$ fx rate against GBP (998) (1,053)
5% Increase in US$ fx rate against GBP 382 173
5% Decrease in US$ fx rate against GBP (382) (173)
5% Increase in C$ fx rate against GBP 104 14
5% Decrease in C$ fx rate against GBP (104) (14)
Exposure to foreign exchange rates varies during the year
depending on the volume and nature of foreign transactions.
Nonetheless, the analysis above is considered to be representative
of the Group's exposure to currency risk.
CATEGORIES OF FINANCIAL INSTRUMENTS
The IFRS 9 categories of financial assets and liabilities
included in the Statement of Financial Position and the headings in
which they are included are as follows:
Year ended 31 December 2020
Current assets and Non-current assets
liabilities and liabilities Total
GBP'000 GBP'000 GBP'000
FINANCIAL ASSETS HELD
AT AMORTISED COST
Cash and bank balances 458 -- 458
Loans and receivables 219 -- 219
FINANCIAL ASSETS HELD
AT FAIR VALUE
Royalties receivable -- 4,866 4,866
Derivatives -- 107 107
Other non-current
asset investments -- 444 444
Equity investments
accounted for under
fair value 20,768 8,575 29,343
FINANCIAL LIABILITIES
HELD AT AMORTISED
COST
Trade and other
payables 136 -- 136
Trade and other
payables -- amounts
due to related
companies 306 -- 306
Loans and borrowings 54 7,051 7,105
Year ended 31 December 2019
Current assets and Non-current assets
liabilities and liabilities Total
GBP'000 GBP'000 GBP'000
FINANCIAL ASSETS HELD
AT AMORTISED COST
Cash and bank balances 5,007 -- 5,007
Loans and receivables 202 -- 202
FINANCIAL ASSETS HELD
AT FAIR VALUE
Royalties receivable -- 1,236 1,236
Derivatives - 170 170
Other non-current
asset investments -- 107 107
Equity investments
accounted for under
fair value 18,029 5,307 23,336
FINANCIAL LIABILITIES
HELD AT AMORTISED
COST
Trade and other
payables 1,453 -- 1.453
Trade and other
payables -- amounts
due to related
companies 148 -- 148
Loans and borrowings 54 4,331 4,385
29 RELATED PARTY TRANSACTIONS
GROUP AND PARENT COMPANY
A list of significant shareholders is included in the Report of
the Directors. No ultimate controlling party has been identified by
the Directors.
Details of the Directors' remuneration and consultancy fees are
disclosed in note 9. In the opinion of the Board, only the
Directors of the parent Company are to be regarded as key
employees.
No amounts were owed by any Director to the Group at 31 December
2020 or 31 December 2019.
The following amounts were owed by the Group to Directors at the
year end in respect of expenses and outstanding salaries:
2020 2019
GBP'000 GBP'000
Charles Hall - --
Michael McNeilly - 1
Mark Potter -- --
Neville Bergin 3 3
David Wargo 9 -
PARENT COMPANY TRANSACTIONS WITH SUBSIDIARIES
The Company charged Metal Tiger Exploration and Mining Co. Ltd.
GBP89,000 (2019: GBP157,000) during the year in respect of fees for
consultancy services and for travel and similar costs incurred in
respect of their operations and GBP11,000 (2019: GBP5,000) in
respect of interest on outstanding charges.
In addition, the Company has funded the operations of
subsidiaries during the year.
Amounts due to the Amounts due to the
Company at 31 December Company at 31 December
2020 2019
Subsidiary GBP'000 GBP'000
KEMCO Mining plc -- --
Metal Tiger Exploration
and Mining Co. Ltd. 1,133 1,194
Metal Tiger IHQ Co. Ltd. 1,773 1,594
Metal Group Co. Ltd. 343 325
Metal Tiger Resources
Co. Ltd. 36 36
Metal Tiger Australia
Pty Limited -- --
3,285 3,149
The Company was charged GBP30,000 (2019: GBP5,000 during the
year by Metal Tiger IHQ Co Ltd. In respect of office and
administration costs relating to Group services.
No amounts were due by the Company to its subsidiary companies.
Amounts due from subsidiary companies included within current
assets and current liabilities represent amounts advanced for
operational activities and repayable on demand and interest free or
for management fees and interest thereon and are repayable on
normal commercial terms.
PARENT COMPANY TRANSACTIONS WITH ASSOCIATES AND JOINT
VENTURES
Details of transactions with associates and joint ventures are
given in notes 15 and 16 respectively.
2020 2019
Company and Group GBP'000 GBP'000
Amounts due by the Company and Group at 31 December:
Kalahari Metals Limited (306) (148)
The amount outstanding represented uncalled amounts relating to
the investment made during the year which has been called and paid
since the year end.
30 POST YEAR EVENTS
Kalahari Metals Limited
On 6 April 2021 Cobre Limited announced at an extraordinary
general meeting, that its shareholders approved its investment in
Kalahari Metals Limited, see Projects Investments (above), The key
terms, being the acquisition of a 51% interest in Kalahari Metals
Limited by Cobre, for which in aggregate and ultimately 21,444,582
new Cobre shares will be issued to the existing KML Vendors. Post
the closing of the transaction, the Company will have an effective
20.72% holding of Cobre then enlarged share capital, in exchange
for the dilution of the Company's interest in KML, which will then
be 49%, subject to receipt of change of control approval, in
respect of KML, from the Minister of Energy and Water Resources of
the Republic of Botswana, otherwise it will remain at 50.01%, with
an equalization of the consideration shares to be issued. Pursuant
to this transaction the Company and Cobre have committed jointly to
a major new drilling program focused on compelling conductive
geophysics and structural targets that are considered prospective
for the discovery of copper/silver deposits on the Kalahari Copper
Belt ("KCB"). The KML technical team has also been supplemented
with additional members experienced in sediment-hosted copper and
drill program management as the project now moves into the next
stage of exploration. The operating budget for the ensuing two
years, to be funded pro-rata to the shareholding, is expected to
amount to A$3,500,000.
The validity of the Company's conditional 2.0% net smelter
royalty over all of KML's wholly owned licences, being seven
licences covering, in aggregate, 6,650km(2) (together, the
"Royalties"), will not be impacted by completion of the
Transaction.
Armada Exploration Limited
Armada holds two exploration licences, prospective for magmatic
Ni-Cu sulphide, in Gabon, covering a total area of nearly
3,000km(2) . The licence holding is considered to present a
frontier district-scale exploration opportunity.
The Company subscribed for 5,000,000 new ordinary shares at a
price of US$0.15 in Armada for total consideration of US$750,000
via a promissory note with US$350,000 to be invested up-front and
with the US$400,000 to be paid in monthly instalments of US$80,000
over the next five months. In the event of a public listing the
Company will need to settle any outstanding amounts under the
promissory note in full at the time of the public listing. The
Company own 18.5% of the issued ordinary share capital of Armada
and has 3,333,333 36-month options issued at US$0.225. The Company
will be given the right to appoint a director to the Board of
Armada (or equivalent top co, in the event of a restructuring as
part of a listing); The Company has not yet opted to take up this
right..
Camino Minerals Corporation (TSXV: COR) ("Camino")
On 20 May 2021 Metal Tiger announced that it had subscribed for
5,882,353 units at a price of C$0.017 per unit ("Unit") with each
Unit consisting of one common share in the capital of Camino and
half a non-transferable common share purchase warrant (each whole
warrant, "Warrant"), for a total consideration of C$1 million as
part of Camino's C$7.5 million fundraise. Each Warrant entitles
Metal Tiger to acquire an additional common share of the Camino at
a price of C$0.25 per common share for a period of 24 months from
the date of issue. The proceeds of the fundraise will be used to
advance exploration at Camino's three copper projects in Peru: the
Los Chapitos (IOCG) copper discovery, the Maria Cecilia porphyry
complex (subject to the closing of Camino's acquisition of Minera
Maria Cecilia Ltd.), and the Plata Dorada high-grade copper and
silver project.
Sandfire Resources (ASX: SFR) ("SFR")
The Company reduced its net investment in SFR since the year end
by 282,233 shares resulting in a net cash inflow of GBP532,542.
Cobre Limited (ASX:CBE) ("Cobre")
On 15 April 2021, the Company announced it subscribed for a
further 8,311,765 new shares in Cobre's proposed fundraise, subject
to Cobre's shareholder approval, for a consideration of
A$1.400,000. Following completion of the fundraise the Company will
hold 34,318,828 shares in Cobre representing approximately 20,72%
direct ownership.
METAL TIGER PLC
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt about the contents of this document or
the action you should take, you should immediately seek your own
independent financial advice from your stockbroker, solicitor or
other independent financial advisor duly authorised under the
Financial Services and Markets Act 2000.
If you have sold or transferred all your Ordinary Shares in
Metal Tiger plc (the "Company"), you should forward this document,
immediately to the stockbroker, bank or other agent through whom
the sale or transfer was effected for the delivery to the purchaser
or transferee.
The distribution of this document in jurisdictions other than
the UK may be restricted by law and therefore persons into whose
possession this document comes should inform themselves about and
observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This document does not constitute an offer to issue or sell or a
solicitation of any offer to subscribe for or buy Ordinary Shares
in Metal Tiger plc.
METAL TIGER PLC
(incorporated and registered in England and Wales under number
04196004)
Notice of an Annual General Meeting
Notice of an Annual General Meeting of the Company to be held at
10:00am on 30 June 2021 at Higher Shalford Farm, Charlton Musgrove,
Wincanton, Somerset, BA9 8HF is set out at the end of this
document.
A summary of the action to be taken by shareholders is set out
in the Letter from the Chairman which follows and in the Notice of
Annual General Meeting.
LETTER FROM THE CHAIRMAN
METAL TIGER PLC
(Incorporated and registered in England & Wales with
registered number 04196004)
Directors: Registered Office:
Charles Patrick Stewart Hall (Chairman, Non-Executive Weston Farm House
Director) David Michael McNeilly (Chief Executive Officer, Weston Down Lane
Executive Director) Mark Roderick Potter (Chief Investment Weston Colley
Officer, Executive Director) Neville Keith Bergin Hamphsire
(Non-Executive Director) David Alan Wargo (Non-Executive SO21 3AG
Director)
To the shareholders and, for information only, to the holders of warrants and
options
20 May 2021
Dear Shareholder
Notice of Annual General Meeting
Introduction
I am writing to invite you to an Annual General Meeting of the
Company to be held at 10:00am on 30 June 2021 at Higher Shalford
Farm, Charlton Musgrove, Wincanton, Somerset, BA9 8HF. The notice
of the Annual General Meeting (the "AGM") is set out at the end of
this document.
Following the Government restrictions placed on public
gatherings under the Coronavirus Act 2020, the Directors strongly
urge all shareholders not to attend the meeting in person but to
vote by proxy, submitting such votes by no later than 10:00am on 28
June 2021.
The Company reserves the right to seek to adjourn the meeting or
to refuse admission to the meeting to members should it appear that
the meeting would breach those restrictions.
Resolutions at the Annual General Meeting
Resolution 1 -- Receiving and Considering the Accounts
This is a resolution to receive and consider the Financial
Statements of the Company for the period ended 31 December 2020
together with the Report of the Directors and the Report of the
Auditor thereon.
Resolution 2 -- Re-appointment of Auditor
This resolution seeks to authorise the re-appointment of Crowe
U.K. LLP as auditor of the Company and to authorise the Directors
to determine their remuneration.
Resolution 3 -- Re-election/Election of Directors
The Board recommends the re-election of Mark Roderick Potter
who, being eligible, offers himself for re-election. The Board also
recommends the election of David Alan Wargo as per the RNS on 1
October 2020.
Resolution 4 -- Directors' Authority to Allot Shares
This is a resolution to grant the Directors authority to allot
and issue shares and grant rights to subscribe for shares in the
Company for the purposes of section 551 of the Companies Act 2006
("Act") up to the maximum aggregate nominal amount of GBP3,000,000.
This resolution replaces any existing authorities to issue shares
in the Company and the authority under this resolution will expire
at the conclusion of the next annual general meeting of the
Company.
Resolution 5 -- Disapplication of Pre-emption Rights
This resolution proposes to dis-apply the statutory rights of
pre-emption in respect of the allotment of equity securities for
cash under section 561(1) of the Act. This is a special resolution
authorising the Directors to issue equity securities as continuing
authority up to an aggregate nominal amount of GBP3,000,000 for
cash on a non pre-emptive basis pursuant to the authority conferred
by Resolution 4 above.
The authority granted by this resolution will expire at the
conclusion of the next annual general meeting of the Company.
Action to be taken by Shareholders
Whether or not you are able to attend the meeting, you are asked
to register your proxy vote as soon as possible, but in any event,
by no later than 10:00am on 28 June 2021 by logging on to
www.signalshares.com and following the instructions. Alternatively,
you may obtain a hard copy form of proxy directly from our
registrars Link Group if required, see notes in the Notice of
Annual General Meeting.
Recommendation
The Directors unanimously believe that the resolutions are in
the best interests of the Company and its shareholders and
unanimously recommend you to vote in favour of the resolutions as
they intend to do, with each director abstaining in respect of his
election, in respect of their own beneficial holdings which in
aggregate amount to 2,793,425 Ordinary Shares, representing
approximately 1.8% of the Company's current issued ordinary share
capital of 155,100,477 shares as at 19 May 2021.
Yours faithfully
Charles Hall
Chairman
METAL TIGER PLC
(Registered in England No. 04196004)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that an Annual General Meeting of Metal
Tiger plc ("Company") will be held at 10:00am on 30 June 2021 at
Higher Shalford Farm, Charlton Musgrove, Wincanton, Somerset, BA9
8HF for the purpose of considering and if thought fit passing the
following resolutions, of which Resolutions 1 to 5 will be proposed
as ordinary resolutions and Resolution 5 as a special
resolution:
ORDINARY RESOLUTIONS
Resolution 1 To receive and consider the financial statements
for the period ended 31 December 2020 together with the report of
the Directors and the report of the auditor thereon.
Resolution 2 To re-appoint Crowe U.K. LLP as auditor and to
authorise the Directors to determine their remuneration.
Resolution 3 To re-elect Mark Roderick Potter as a Director of
the Company and to elect David Alan Wargo as a Director of the
Company.
Resolution 4 That, pursuant to section 551 of the Companies Act
2006 ("the Act") the Directors be and are hereby generally and
unconditionally authorised to exercise all powers of the Company to
allot equity securities (as defined by section 560 of the Act) up
to the maximum aggregate nominal amount of GBP3,000,000 PROVIDED
that the authority granted under this resolution shall lapse at the
end of the next annual general meeting of the Company to be held
after the date of the passing of this resolution save that the
Company shall be entitled to make offers or agreements before the
expiry of this authority which would or might require shares to be
allotted or equity securities to be granted after such expiry and
the Directors shall be entitled to allot shares and grant equity
securities pursuant to such offers or agreements as if this
authority had not expired, and all unexercised authorities
previously granted to the Directors to allot shares and grant
equity securities be and are hereby revoked.
1. the authority hereby conferred shall, unless previously revoked or varied,
expire on 31 December 2021 or, if earlier, the conclusion of the next
annual general meeting of the Company (except in relation to the purchase
of ordinary shares the contract for which was concluded before the expiry
of this authority and which will or may be executed wholly or partly
after such expiry).
SPECIAL RESOLUTION
Resolution 5 That, subject to the passing of Resolution 4 above,
and in accordance with section 570 of the Act, the Directors be
generally empowered to allot equity securities (as defined in
section 560 of the Act) for cash pursuant to the authority
conferred by Resolution 4 or by way of a sale of treasury shares,
as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to the
allotment of equity securities:
1. in connection with an offer of equity securities to the holders of
Ordinary Shares in proportion (as nearly as may be practicable) to their
respective holdings; and to holders of other equity securities as
required by the rights of those securities or as the Directors otherwise
consider necessary, but subject to such exclusions or arrangements as the
Directors may deem necessary or expedient in relation to the treasury
shares, fractional entitlements, record dates, arising out of any legal
or practical problems under the laws of any overseas territory or the
requirements of any regulatory body or stock exchange; and
1. (otherwise than pursuant to sub paragraph (a) above) up to an aggregate
nominal amount of GBP3,000,000 in addition to existing authorities;
and provided that this power shall expire on the conclusion of
the next Annual General Meeting (unless renewed, varied or revoked
by the Company prior to or on that date) save that the Company may,
before such expiry, make offer(s) or agreement(s) which would or
might require equity securities to be allotted after such expiry
and the Directors may allot equity securities in pursuance of any
such offers or agreements notwithstanding that the power conferred
by this resolution has expired.
BY ORDER OF THE BOARD
Adrian Bock
Company Secretary
20 May 2021
Registered office:
Weston Farm House
Weston Down Lane
Weston Colley
Hampshire
SO21 3AG
Notes:
Appointment of proxies
1. A member entitled to attend and vote at the meeting may
appoint one or more proxies to exercise all or any of the member's
rights to attend, speak and vote at the meeting. A proxy need not
be a member of the Company but must attend the meeting for the
member's vote to be counted. If a member appoints more than one
proxy to attend the meeting, each proxy must be appointed to
exercise the rights attached to a different share or shares held by
the member. If a member wishes to appoint more than one proxy they
may do so at www.signalshares.com.
2. To be effective, the proxy vote must be submitted at
www.signalshares.com so as to have been received by the Company's
Registrar not less than 48 hours (excluding weekends and public
holidays) before the time appointed for the meeting or any
adjournment of it. By registering on the Signal shares portal at
www.signalshares.com, you can manage your shareholding,
including:
- cast your vote;
- change your dividend payment instruction;
- update your address;
- select your communication preference.
You can vote either:
- by logging on to www.signalshares.com and following the
instructions: If you have not previously registered, you will first
be asked to register as a new user, for which you will require your
investor code (which can be found on your share certificate and
dividend confirmation), family name and postcode (if resident in
the UK).
- in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the
procedures set out below.
Appointment of a proxy using a Form of Proxy
You may request a hard copy form of proxy directly from the
registrars, Link Group, on Tel: 0371 664 0300. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. We are open between 9.00am - 5.30pm, Monday to
Friday excluding public holidays in England and Wales.
To be valid, a Form of Proxy or other instrument appointing a
proxy, together with any power of attorney or other authority under
which it is signed or a certified copy thereof, must be received by
post or (during normal business hours only) by hand by the
Registrar, Link Group, PXS 1, 10th Floor, Central Square, 29
Wellington Street, Leeds, LS1 4DL no later than 48 hours (excluding
weekends and public holidays) before the time of the Annual General
Meeting or any adjournment of that meeting.
If you require additional Forms of Proxy, please contact the
Registrar
.3. Pursuant to Regulation 41(1) of the Uncertificated
Securities Regulations 2001 (as amended), the Company has specified
that only those members registered on the register of members of
the Company at close of business on 28 June 2021 (the Specified
Time) (or, if the meeting is adjourned to a time more than 48 hours
after the Specified Time, by close of business on the day which is
two days prior to the time of the adjourned meeting) shall be
entitled to attend and vote at the meeting in respect of the number
of shares registered in their name at that time. If the meeting is
adjourned to a time not more than 48 hours after the Specified
Time, that time will also apply for the purpose of determining the
entitlement of members to attend and vote (and for the purposes of
determining the number of votes they may cast) at the adjourned
meeting. Changes to the register of members after the relevant
deadline shall be disregarded in determining the rights of any
person to attend and vote at the meeting.
4. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
meeting and any adjournment(s) thereof by using the procedures
described in the CREST Manual. CREST personal members or other
CREST sponsored members, and those CREST members who have appointed
a voting service provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to take the
appropriate action on their behalf.
5. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message (a
CREST Proxy Instruction) must be properly authenticated in
accordance with Euroclear UK & Ireland Limited's specifications
and must contain the information required for such instruction, as
described in the CREST Manual (available via
www.euroclear.com/CREST). The message, regardless of whether it
constitutes the appointment of a proxy, or is an amendment to the
instruction given to a previously appointed proxy must, in order to
be valid, be transmitted so as to be received by the Company's
Registrar (ID: RA10) by the latest time(s) for receipt of proxy
appointments specified in Note 3 above. For this purpose, the time
of receipt will be taken to be the time (as determined by the time
stamp applied to the message by the CREST Application Host) from
which the issuer's agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time, any
change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
6. CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings
(www.euroclear.com/CREST).
7. The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001 (as amended).
8. Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to
the same shares.
9. Any electronic address provided either in this Notice or in
any related documents (including the Form of Proxy) may not be used
to communicate with the Company for any purposes other than those
expressly stated.
10. If you need help with voting on-line, or require a paper
proxy form, please contact the Company's Registrar, Link Group, by
email at enquiries@linkgroup.co.uk or you may call Link on 0371 664
0300. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. We are open between 9.00am -
5.30pm, Monday to Friday excluding public holidays in England and
Wales. Submission of a Proxy vote shall not preclude a member from
attending and voting in person at the meeting in respect of which
the proxy is appointed or at any adjournment thereof.
Total Voting Rights
11. As at 19 May 2021, being the last practicable date before
dispatch of this notice, the Company's issued share capital
comprised 155,100,477 Ordinary Shares of GBP0.001 each. Each
ordinary share carries the right to one vote at an annual general
meeting of the Company and, therefore, the total number of voting
rights in the Company as at 19 May 2021 is 155,100,477.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20210519006033/en/
CONTACT:
Metal Tiger plc
SOURCE: Metal Tiger plc
Copyright Business Wire 2021
(END) Dow Jones Newswires
May 20, 2021 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
