TIDMMTR
31 March 2022
Metal Tiger plc
("Metal Tiger", the "Company" or the "Group")
Audited results for the year ended 31 December 2021
Posting of Annual Report and Notice of Annual General Meeting
("AGM")
Metal Tiger plc (AIM: MTR, ASX: MTR), the AIM and ASX listed
investor in natural resources opportunities, is pleased to announce
its audited results for the year ended 31 December 2021. There has
been no change to the financial results as released to the market
on 28 February 2022.
Highlights:
-- Completed a compliance listing on the ASX in the first half of the year
and successfully raised A$5m (before costs).
-- Metal Tiger took up its rights and made a circa A$17.8m additional
investment at A$5.4 per share in Sandfire Resources Limited ("Sandfire")
to support their acquisition of the MATSA Mining Complex in Spain. The
Board believes the deal is transformational as it turns Sandfire into a
substantial copper producer and bridges the production gap between the
end of Degrussa and the commencement of T3/A4. In addition, the deal put
Sandfire back into the ASX200 index.
-- Completed active investment in Armada Metals Limited ("Armada") which
completed its ASX listing in December 2021.
-- Strong performance from Equity Investments division, reporting a profit
of GBP3.4m (before administration and interest costs), including
dividends from Sandfire of GBP1,538,000.
-- Amongst the best performers during the year were the legacy investment in
Pan Asia Metals (ASX:PAM), which Metal Tiger exited realising gross
proceeds of GBP1,358,000, thereby realising a gain of GBP725,000 during
the year and Red Dirt Metals Limited (ASX:RDT), where Metal Tiger
invested A$0.5m at A$0.15 per share and obtained 833,333 two year options
at A$0.25 per new share.
-- The further recognition by the Company of the uncapped 2% net smelter
royalty over the A4 mineral deposit in the amount of GBP5.2m.
-- Significant increase in the activity of the Equity Investments division
where an aggregate of 29 separate investments were made and fully or
partially exited from 21 of those positions.
-- Draw down of GBP4.8m of new financing under a margin lending facility
agreement with a nominee of SC Lowry Primary Investments Limited.
-- Net current assets at the year end of GBP24.1m.
-- Administrative expenses reduced from GBP2.9m in 2020 to GBP2.1m in 2021.
-- Profit for the year before taxation of GBP4.2m.
Post Period:
-- In February 2022, Sandfire completed the US$1.865m acquisition of the
MATSA Mining Complex in Spain.
-- In March 2022, Armada announced the renewal of permit G5-555 having
received the renewal formally on 28 February 2022. Armada also announced
commencement of drilling at the Nyanga Project in Gabon with a diamond
drilling programme to consist of up to 3,000m.
-- In January 2022, Cobre announced the successful outcome of the 2021 field
exploration programme on their 100% owned Perrinvale Volanic Hosted
Massive Sulphide Project.
Posting of Annual Report and Notice of AGM
The Annual Report and Accounts for the year ended 31 December
2021 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 14 April
2022 to shareholders.
The AGM will be held at 10:00am on 16 May 2022 at Higher
Shalford Farm, Shalford Lane, Charlton Musgrove, Wincanton,
Somerset BA9 8HF.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 12 May 2022.
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
Publication of Notice and form of proxy on or around 14 April 2022
Latest time and date for receipt of forms of proxy 10:00am on 12 May 2022
for use at the AGM
AGM 10:00am on 16 May 2022
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,
MIMMM,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
The full report is detailed below and has also been uploaded to
the Company's website https://www.metaltigerplc.com/.
For further information on the Company, visit:
www.metaltigerplc.com
Enquiries:
Michael McNeilly (Chief Executive Officer) Tel: +44 (0)20 3287 5349
Mark Potter (Chief Investment Officer)
James Dance Strand Hanson Limited Tel +44 (0)20 7409 3494
Robert Collins (Nominated Adviser)
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
Rebecca Waterworth
Notes to Editors:
Metal Tiger PLC is admitted to the AIM market of the London
Stock Exchange AIM Market ("AIM") and the ASX Market of the
Australian Securities Exchange Market ("ASX") 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.
CHAIRMAN'S STATEMENT
FOR THE YEARED 31 DECEMBER 2021
I am pleased to present the Group's Annual Report and Audited
Financial Statements for the year ended 31 December 2021.
The year was a challenging and difficult one. The continued
challenges caused by the COVID-19 pandemic continue to create 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.
The Company was fortunate to enter 2021 with a relatively strong
and liquid balance sheet, due largely to its performance during the
2019 and 2020 financial years 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$1.98m for
an aggregate interest of 14.42% in Armada Metals Limited ("Armada")
(ASX: AMM), an ASX listed resource exploration and development
company with nickel and copper exploration properties in Gabon.
Michael McNeilly, CEO of Metal Tiger was appointed to the Board of
Armada as a Non-Executive Director. The Company also invested a
further A$1.413m into Cobre Limited, ("Cobre) (ASX:CBE), a base
metal exploration company. Amongst the best performers, during the
year, were the legacy investment in Pan Asia Metals (ASX:PAM),
which Metal Tiger exited realising gross proceeds of GBP1,358,000,
thereby realising a gain of GBP725,000 during the year and Red Dirt
Metals Limited (ASX:RDT) where Metal Tiger invested A$500,000 at
A$0.15 per share and obtained 833,333 two year options at A$0.25
per new share. In June, 2021 Metal Tiger made an additional
investment into Pan Global Resources Inc. committing C$450,000 as
part of their circa C$15m fundraise. Other investments and holdings
are more fully detailed in the Strategic Review.
From a capital structure point of view the Company successfully
completed its secondary listing on the ASX in the first half of the
year and subsequently raised A$5m (before costs) via the issue of
new ASX quoted Chess Depositary Interests and welcomed several new
shareholders to the register including a prominent
ultra-high-net-worth family office with deep expertise and exposure
in the mining sector. 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.
Operating profit for the year of GBP6,002,000 was primarily due
to the increased value attributable to the A4 asset which amounted
to GBP5,214,000. The increase in value was specifically due to the
market updates issued by Sandfire on the A4 Copper-Silver deposit
over which the Company holds an uncapped 2% Net Smelter Return
Royalty. The key assumptions used in determining the initial
recognition value of the Royalty are contained in Note 17 of the
Annual Financial Statements. The initial benefits of the Board's
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
taking our proportionate share of post-tax losses in Kalahari
Metals Limited in the amount of GBP493,000.
As the Board looks to the future, there will be an increased
focus on larger investments in advanced resource definition /
development stage alongside the traditional high conviction earlier
stage investments with a medium to long term investment timeframe
and where we can obtain Board representation. On the less active
front the Board has nearly exited all of its 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 and wider market as a whole. 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 and the conflict in Ukraine 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.
Details of our Annual General Meeting 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
30 March 2022
CHIEF EXECUTIVE OFFICER'S COMMENTARY
FOR THE YEARED 31 DECEMBER 2021
I am pleased to present the audited results for the year ended
31 December 2021. Alongside the financial statements and supporting
notes, a full review of business activities during the year is
provided within the Strategic Report.
The Company had a very active year in 2021 in-spite of the
continued challenges caused by the COVID-19 pandemic and, in
particular, the arrival of the new Omicron strain in the latter
part of the year. Arguably, 2021 was the beginning of another
commodity super cycle. This new super cycle appears to have been
driven by a global flood of fiscal stimulus and liquidity by
governments and central banks in response to the COVID-19 pandemic.
This in turn led to an increase in consumer demand which coupled
with supply chain disruptions, cost increases and labour shortages
has driven inflation globally. Furthermore, a global drive towards
decarbonisation with bold climate commitments from nation states
and corporates is driving current and anticipated future demand for
"battery metals". In 2021, Metal Tiger's largest commodity exposure
by investment value, via its project and equity investments were to
copper and gold. Copper saw a 19% year-on-year ("YOY") increase on
global supply disruptions (especially out of South America) and
increasing demand and supply chain issues. Physical supply was in
such shortage that in late October 2021, the London Metals Exchange
required emergency measures to ensure orderly trading and continued
liquidity in the copper market. Gold was largely range bound for
most of the year, however ended down slightly YOY. Aside from the
COVID-19 pandemic and the arrival of Omicron, fears of debt
contagion from the Evergrande crisis gripped the market in late
Q3/Q4, which significantly dampened investor appetite as well as
created increased volatility globally. Furthermore, and more
specifically in the mineral exploration and development sector,
2020 and 2021 saw a record number of fundraisings and deals. The
Directors noticed that deal flow seemed to diminish by the end of
2021, potentially as a result of deal fatigue following a highly
active year.
The Electric Vehicle ("EV") sector is one of the four key
drivers of future demand growth for copper according to Goldman
Sachs. 2021 saw several prominent auto manufacturers make
commitments to switch entirely to EV's in the next 10 -- 20 years.
Notably, according to the International Energy Agency, Global EV
sales more than doubled in 2021 versus 2020 and tripled versus
2019, with the key drivers of this growth coming from China and
then Europe. The Board believes that the global energy crisis in
2021 proves that the energy transition of the next 20 years will be
complex, costly, and indeed difficult to implement and is confident
that this energy transition will require an immense new supply of
metal to meet targets.
The Company entered 2021 with a strong and liquid balance sheet
on the back of a successful and yet challenging 2020. In 2021,
Metal Tiger identified, completed due diligence on, negotiated and
structured an investment in Armada following RCF's Global
Opportunities Fund's investment and alongside Cobre's investment.
Armada successfully listed on the ASX in December 2021 raising
A$10m at A$0.20 per share. Metal Tiger participated for A$1,000,000
as a follow-on investment into the initial public offering ("IPO").
It is anticipated that drilling to test compelling shallow
conductors in the search for magmatic Ni-Cu mineralisation along
the 25km prospective strike of the Libonga-Matchiti Trend will
commence in early 2022. Metal Tiger holds approximately 14.42% of
Armada. During the course of 2021, Metal Tiger continued to be
active in seeking and making new investments, with Passive
investments totalling GBP6,137,000 for the year. Amongst the best
performers were the legacy investment in Pan Asia Metals (ASX:PAM),
which Metal Tiger exited realising gross proceeds of GBP1,358,000,
thereby realising a gain of GBP725,000 during the year and Red Dirt
Metals Limited (ASX:RDT) where Metal Tiger invested A$500,000 at
A$0.15 per share and obtained 833,333 two year options at A$0.25
per new share. In June 2021, Metal Tiger made an additional
investment into Pan Global Resources Inc. committing C$450,000 as
part of their circa C$15m fundraise.
In May 2021, Metal Tiger invested C$1m into Camino Minerals
Corporation ("Camino") for 5,882,353 units at a price of C$0.017
per unit with each unit carrying one common share in the capital of
Camino and a half non-transferable common share purchase warrant at
a price of C$0.25 per common share for a period of 24 months from
the date of issue. The investment has shown lack-lustre performance
to-date and, whilst the Board is comfortable with the two projects
that saw exploration progress in 2021, Los Chapitos and Plata
Dorada, the investment thesis was primarily focused around
exploration drilling at the untested Maria Cecilia bullseye
magnetic target. The hope is that the Cu-Au-Ag mineralisation at
Maria Cecilia is focused within the main porphyry body (and not the
Skarn unlike at Antamina) and is significantly higher than
neighbouring Emanuel and Toropunto deposits. Camino is confident
that permits will be granted imminently, and that maiden drilling
can commence in the coming months.
Following completion of the Cobre/Kalahari Metals Limited
("KML") transaction a total of 6,731m of drilling was completed by
KML across Kitlanya East and 436m of diamond drilling was completed
at Kitlanya West as well as some shallow percussion drilling. To
ensure Cobre's ability to finance exploration drilling activities
for KML, Metal Tiger cornerstoned an additional A$1.413m investment
as part of Cobre's A$6.7m fundraise announced in April 2021. The
actual cash investment didn't occur until approval was received
from Cobre shareholders at their AGM in November. The Board is
pleased with the total meterage drilled across the Kalahari Metals
projects in 2021 and is encouraged by additional work undertaken at
Perrinvale during 2021 the results of which were announced post
year end.SHYSHY
Unfortunately, drilling across several of Southern Gold
Limited's ("Southern Gold") projects in 2021 did not deliver
encouraging results. A core part of the appeal of the investment as
identified by Terry Grammer prior to his passing, was the ability
for the in-country team led by experienced ex-Ivanhoe geologists
that had worked under the mentorship of renowned geologist Doug
Kirwin, to generate new project areas/targets, which continued to
be severely hampered during 2021 by the COVID-19 pandemic.
Restrictions due to COVID-19 prevented the addition of much needed
field geologists to manage the less experienced in-country team.
This resulted in a lack of personnel on site to prosecute the
exploration pipeline. This was partially remedied in late 2021 with
the addition of South Korean based Exploration Manager, Robert
Smillie, a geoscientist with more than 30 years' experience.
Encouragingly, we note Southern Gold's announcement of 9 February
2022, that additional senior geological staff and contractor
resources have been engaged for ongoing exploration campaigns.
Southern Gold ended the year well-funded and with a strong
balance sheet having completed the sale of the Gubong and Kochang
joint venture, for which it received 200m new ordinary shares in
London listed Blue Bird Merchant Ventures Ltd (LSE:BMV). We note
the departure of the Managing Director, Mr Simon Mitchell, in late
October 2021 and that the company is currently in search of a full
time Chief Executive Officer. Southern Gold is also undertaking an
exercise to identify copper and gold projects in Australia that may
be suitable as an addition to its South Korean ambitions.
Metal Tiger completed a compliance listing on the ASX in the
first half of the year and successfully raised A$5m (before costs)
via the issue of new ASX quoted Chess Depositary Interests and
welcomed several new shareholders to the register, including a
prominent ultra-high-net-worth family office with deep expertise
and exposure in the mining sector.
There were several material developments to Metal Tiger's equity
and royalty interests relating to Sandfire during the financial
year. Firstly, there was a substantial increase in Sandfire's A4
copper/silver Mineral Resource. The Mineral Resource increased by
34% in terms of Cu with 93% falling in the Indicated Resource
category. This was followed later in 2021 with an Ore Reserve
declaration of 9.7Mt at 1.2% and 18g/t Ag for 114kt of contained
copper metal and 5.7Moz of contained silver with 85% of the
contained copper in the updated A4 Mineral Resource Estimate
classified as Ore Reserves. In this same announcement, Sandfire
announced a Pre-Feasibility Study ("PFS") for an expanded 5.2Mtpa,
Motheo production hub, mining operation combining T3 and A4 which
gave a post-tax NPV7% of US$682m. The Definitive Feasibility Study
("DFS") for the combined T3 and A4 operations is currently expected
to be finalised in Q2/Q3 of 2022. The Board is of the opinion,
having reviewed recent statements made by Sandfire, that long lead
items such as the 4.5MW Ball Mill, along with the Environmental and
Social Impact Assessment ("ESIA") which is due to be submitted to
the Botswana Department of Environmental Affairs in Q2 2022,
provide encouragement that subject to the results of optimisation,
timelines could progress to allow for production at A4 to commence
far sooner than anticipated in the PFS. Accordingly, this has
resulted along with the material increase in Reserves in a
substantial revaluation of the Company's 2% net smelter return
("NSR") over circa 8,000km(2) of Sandfire's exploration tenements
and in-particular the licence that holds the A4 project from
GBP3,638,000 as at 31 December 2020 to GBP9,278,000 at this
financial year end. In September 2021, Sandfire announced a
drilling intercept of 45m @ 2.2% Cu (including 2.1m @ 8.25% Cu)
intersected from 439m down-hole 1.2km south-west of the A4 Mineral
Resource and this gives the Board great encouragement for the
exploration potential near the planned Motheo production hub.
Secondly, and perhaps most importantly, in September 2021
Sandfire, announced the transformational US$1,865m acquisition of
the MATSA Mining Complex in Spain from Mubadala and Trafigura
alongside a A$1,248m equity fundraise. As part of the fundraise
they announced a rights issue in which the Company had a single day
to decide on whether to take up its rights. Metal Tiger took up its
rights and made a circa A$17.8m investment at A$5.4 per share and
thanks largely to the immense efforts of Adrian Bock, Metal Tiger's
CFO, the Company was able to secure and execute in just five
working days a 12-month A$9m margin lending facility agreement on
acceptable commercial terms with a nominee of SC Lowy Primary
Investments Ltd, secured against 4,714,286 Sandfire Shares held
under a tripartite sponsorship deed with an Australian broker. As
at 30 March 2022 Sandfire's share price is trading at A$5.74 per
share. The Board believes the deal is transformational as it turns
Sandfire into a substantial copper producer and bridges the
production gap between the end of Degrussa and the commencement of
T3/A4. In addition, the deal put Sandfire back into the ASX200
index. The impact of the war in Ukraine has impacted energy costs
and the effects of this will need to be monitored closely. Whilst
SFR reported increased cash costs for the first five months of
FY22, we note that C1 unit costs rose at MATSA but also noted that
the margins remained strong at circa 3.40lb/CuEq payable. We await
updated guidance from SFR in the June 2022 quarter, as well as an
update on their optimisation work currently ongoing.
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.
Finally and most importantly, I would like to give 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
30 March 2022
STRATEGIC REPORT
FOR THE YEARED 31 DECEMBER 2021
RESULTS
The results of the Group for the year ended 31 December 2021 are
set out the Consolidated Statement of Comprehensive Income and show
a profit before taxation for the year ended 31 December 2021 of
GBP4,215,000 (2020: GBP3,787,000).
The net asset value of the Group rose to GBP38,822,000 from
GBP31,186,000 in 2020, being 22.9p per share from 20.3p per share
in 2020 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 both strategic
investments (often Active) and investments which are part of the
on-market portfolio (often Passive). Strategic investments are
those where Metal Tiger seeks to positively influence 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 9 of April 2021 Cobre concluded the Share Purchase Agreement
for acquisition of 51% of Kalahari Metals Limited after which Cobre
successfully raised A$6.7m for further exploration in Botswana. The
following work programmes were completed under the Cobre-Metal
Tiger joint venture:
Kitlanya East
On 4 March 2021, Metal Tiger announced the interpretation
results of recently flown high resolution airborne electromagnetic
and magnetic geophysics data ("AEM") over the Perseverance Prospect
(Figure 2). A c.15km long late-time AEM conductor associated with
the central portion of the target fold axis, potentially related to
marker conductors in the lower portion of the D'Kar Formation
stratigraphy was identified in the electromagnetic data. The
detailed magnetic data clearly delineates faulting and local
folding in the hinge zone of the Perseverance Prospect offering
potential pathways and trap-sites for mineralised Cu-Ag bearing
hydrothermal fluids. These results were further corroborated by
relogging of historical holes which favoured an outward younging
direction (i.e. the most prospective area is in the core of the
fold) and broad soil anomalies in the centre of the Prospect.
Results supported the potential for shallow Cu-Ag mineralisation in
a similar setting to the neighbouring Sandfire Resources A4 deposit
as well as potential for mineralisation on the traditional
D'Kar-Ngwako Pan Formation contact in a fold hinge setting.
Stratigraphic follow-up drilling was planned to test the depth to
underlying Ngwako Pan Formation as well as for potential
mineralisation associated with local folding.
On 11 May 2021, drilling commenced at both Endurance and
Perseverance Targets using a combination of reverse circulation
("RC") and diamond core rigs. The drilling programme was designed
to test for Cu-Ag mineralisation in structurally controlled
trap-sites above the traditional D'Kar -- Ngwako Pan Formation
contact as well as for mineralisation on the contact in a fold
hinge setting.
Results from the drilling programme, reported to the Market on
13 October, highlighted the prospectivity of the Endurance Prospect
with several holes demonstrating the existence of an active
mineralised hydrothermal system. Drill intersections include
significant hydrothermal pyrite-pyrrhotite sulphide mineralisation
along with trace base metal sulphides, alteration and abundant
quartz-carbonate veining. Furthermore, the drilling was able to
substantiate the use of airborne electromagnetic results survey as
an effective targeting tool with several holes intersecting
potential trap-sites in the prospective lower portions of the D'Kar
Formation stratigraphy. A total of 3,866m of diamond core drilling
and 1,701m of RC drilling were completed during this work
programme. Results provided a means to prioritise individual
targets in the prospect area (Figure 3).
Based on the positive drilling results from initial drilling
over the Endurance Prospect, a follow-up diamond core programme was
planned. The follow-up programme specifically targeted breaks in
folded AEM conductors (Figures 4 -- 8).
On 18 of October follow-up drilling commenced on the Endurance
Prospect. A total of 2,948m of diamond core drilling was completed
with results reported to the market on 20 of December. Drill hole
results included several intersections of significant hydrothermal
alteration including chlorite, albite and sericite alteration along
with multi-generational quartz-carbonate vein stockworks typically
associated with Cu-Ag deposits in the Kalahari Copperbelt (Figure 9
and 10). In addition, several intersections of minor
Cu-mineralisation have been recorded in visual logs associated with
zones of more intense alteration (Figure 11). These results have
significantly prioritised target areas within the Endurance
Prospect and offer an effective method for vectoring to higher
grades of mineralisation.
Table 1. Completed drill holes, Kitlanya East 2021
HOLE-ID X Y Z LENGTH
UTM34S, WGS84 m
KIT-E-D006 656533 7636613 1061 403.65
KIT-E-D010 654706 7635704 1061 743.86
KIT-E-D010.3 654706 7635704 1061 30
KIT-E-D014 638756 7636454 1113 197.05
KIT-E-D017 646418.9 7641035 1101 200.2
KIT-E-D019 654500 7635911 1060 900.05
KIT-E-D020 625697 7629039 1118 300
KIT-E-D021 626584 7629504 1098 302.65
KIT-E-D022 627776 7630229 1132 251.65
KIT-E-D023 633446 7633602 1125 315.22
KIT-E-D024 625901 7629076 1125 260.65
KIT-E-D025 634219 7634288 1121 300.32
KIT-E-D026 638510 7636449 1080 300
KIT-E-D027 639167 7637736 1080 302.95
KIT-E-D028 633425 7633646 1128 326.9
KIT-E-D029 633251 7633541 1119 286.95
KIT-E-R007 630664 7631435 1132 193
KIT-E-R008 631090.9 7631837 1122 200
KIT-E-R009 626826.9 7629541 1139 187
KIT-E-R011 626737.9 7629094 1139 136
KIT-E-R012 626123.9 7627810 1115 198
KIT-E-R013 625700.9 7628939 1121 199
KIT-E-R015 640902.2 7637591 1106 228
KIT-E-R016 638352.9 7637210 1133 206
KIT-E-R018 642571.9 7639440 1108 154
Kitlanya West
A detailed airborne magnetic and gravity survey totalling 9,970
line-km, was completed over a prospective portion of the Kitlanya
West project with results reported to the Market on the 14 July.
Airborne gravity results have identified and mapped out an ENE
trending gravity low, likely related to the development of a deeper
sub-basin in the lower Kalahari Copper Belt basin, the margins of
which would be considered prospective sites for Cu-Ag
mineralisation (Figure 12). In addition, high-resolution magnetic
data has clearly mapped fold targets in the D'Kar Formation (Figure
13). Interpretation of magnetic data further suggests that much of
the previously interpreted Ngwako Pan Formation is covered with
thin D'Kar Formation -- this opens the possibility for shallow,
relatively flat lying mineralisation along the redox contact
between these Formations. The updated interpretation is further
supported by regional soil sampling traverses with both Cu and Zn
anomalies correlating with the position of the interpreted
reduction-oxidation contact.
In addition to traditional targets on fold limbs, several
compelling airborne electromagnetic anomalies were targeted for
drill testing (Figure 14). These discrete anomalies shared several
characteristics with the signature of Sandfire Resources A4 target
and were believed to potentially represent trap-sites in the lower
D'Kar stratigraphy. A short diamond drilling programme consisting
of two holes totalling 436m was completed to test these anomalies.
The causative source of the electromagnetic anomalies was
established to be related to Kalahari Group cover and work was
suspended.
In addition to the diamond drilling, three short percussion
holes were drilled to establish the thickness of the Kalahari Group
cover. Results from these holes, mapped outcrop and the completed
diamond drilling highlights the relatively shallow cover (25m)
across a large portion of the licence area.
Table 2. Completed drill holes, Kitlanya West 2021
HOLE-ID X Y Z LENGTH
UTM34S, WGS84 m
KIT-W-D001 545576 7678585 1045 338
KIT-W-D002 546884 7678723 1045 98
THAILAND
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.
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. Metal Tiger primarily
invests in mining equities via either pre-IPO, IPO, placings or
direct on-market purchases. Metal Tiger may receive warrants as
part of investments in pre-IPO, IPO or placings.
The primary focus is to invest in mining sector companies that
management believes are undervalued and where there is 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 minimise downside risk. Usually,
Metal Tiger takes a greater than 10% interest 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.
Metal Tiger's Passive investments are typically direct purchases
of listed mining equities and warrants but may include other
investment structures. The main 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 2021
During the period 1 January to 31 December 2021, net assets in
the Equity Investments segment increased to GBP35,523,000 from
GBP29,343,000 and reported a profit of GBP3,368,000 before finance
and administrative costs. This was primarily driven by the increase
in value of the Company's investments in Sandfire together with the
dividend of GBP1,538,000 also from its holding in Sandfire, which
is also included in the above profit for the segment. The segment
made an aggregate of 29 separate investments in 2021 and fully or
partially exited from 21 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 2021,
was a 1.9% equity interest (7,877,057 ordinary shares) in Sandfire,
valued at GBP27,883,266. 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, In 2021, Sandfire acquired (completing in
2022) 100% of the Minas de Aguas Tenidas ("MATSA"), comprising of
three underground mining operations feeding a 4.7Mtpa central
processing facility with state-of-the-art infrastructure for a
total consideration of US$1,865m. Sandfire also has development and
exploration projects in North America and Botswana.
A selection of key Sandfire developments in 2021 include:
-- Sandfire achieved copper production of 69,676t Cu and 34,370 oz Au
(combined total from its Western Australia DeGrussa and Monty mines) but
C1 cash costs increased during the period.
-- Sandfire progressed and continues to progress a dual track exploration
programme across the Doolgunna Province -- a Copper Exploration Pipeline
targeting potential extensions to the DeGrussa and Monty VMS systems and
other VMS-hosted copper mineralisation that could support the development
of a gold processing train at the DeGrussa processing plant.
-- Development of the Motheo Copper mine commenced in 2021 and will
initially mine a significant sediment hosted copper and silver deposit at
T3. Located in the Kalahari Copper Belt in Botswana, the project is
supported by Sandfire's community office in the nearby town of Ghanzi. In
early July 2021, Sandfire was awarded a Mining Licence by the Government
of Botswana for T3 with project development progressing well during the
year in terms of both onsite and offsite activities. According to
Sandfire's half yearly report (July to December 2021) the project is
proceeding on budget and on schedule with construction activities
continuing to ramp up, with in excess of 1,000 personnel on site. The
following significant contracts were awarded during the half-year:
-- Mining Contract;
-- Structural Steel Fabrication;
-- Platework Fabrication;
-- Tailings Storage Facility Earthworks and Liner Installation;
-- Grade Control Drilling;
-- Process Plant Buildings;
-- Tailings HOPE Liner Suppy;
-- Construction Transport and Logistics;
-- Permanent Accommodation Facility Catering Services; and
-- 4.5MW Ball Mill Supply (for 5.2Mtpa Motheo Expansion).
-- Bulk Earthworks on the process plant area was well advanced and the civil
contractor mobilised and poured over 1,000m3 of concrete for the SAG Mill
base, primary crusher base, reclaim tunnel base and commenced thickener
foundations. Equally as at the end of December 2021, Mechanical and
Electrical Equipment fabrication was well advanced with deliveries to
site to commence in the March 2022 Quarter. All forecast equipment
delivery dates are ahead of required dates on site.
-- During the period, African Mining Services ("AMS") was awarded the
contract for open pit mining service of the T3 Deposit at the Motheo
Copper Mine. AMS is a surface mining business of the diversified global
mining services group Perenti Global Ltd (ASX:PRN). The mining contract,
which has an estimated value of US$496m, is the largest single contract
for the new Motheo Project. AMS are now established on site and have
recently commenced the assembly of the initial mining equipment.
-- The Motheo Copper Mine will be funded through a combination of cash and
project debt. Credit committee approval for the debt financing has been
received and Sandfire is making an assessment of which lenders to proceed
with. Selection of syndicate banks and finalisation of terms will be
completed during the March 2022 Quarter.
-- The Government of Botswana has elected not to take up their 15% interest.
-- In September 2021, Sandfire reported a maiden Ore Reserve for the A4
Deposit, located 8km west of the Motheo Copper Mine. The Ore Reserve
totals 9.7Mt at 1.2% Cu and 18g/t Ag for 114,000t of contained copper and
5.7Moz of contained silver. Definitive Feasibility Study ("DFS") work
programmes are well advanced with open pit geotechnical reporting,
groundwater bore drilling, pump testing, metallurgical test work and
reporting completed. Open pit design and production scheduling is also
well advanced, as is design and estimation of the required process plant
upgrades. A project brief was submitted to the Department of
Environmental Affairs (DEA) during the period which confirmed that a full
ESIA is required for the 5.2Mtpa Expansion Project. Preparation of the
ESIA has already commenced with many of the environmental and social
baseline studies already completed. The ESIA is scheduled to be submitted
to the DEA in the June 2022 Quarter. The order for the only long-lead
process plant equipment required for the plant expansion, a 4.5MW Ball
Mill, was placed late in the period with expected delivery in the June
2022 Quarter. As at publication of Sandfire's half year report the DFS
remained on schedule for completion in the June 2022 Quarter.
-- Alongside the publication of the of the maiden Ore Reserve for the A4
Deposit, Sandfire also published a Pre-Feasibility Study (PFS) for an
expanded 5.2Mtpa mining operation combining T3 and A4 which showed a
pre-tax NPV7% of US$672m and an IRR of 36% with a mine life of 10.5 years,
peak production of 60ktpa copper in concentrate and a strip ration of 6.5
waste to ore. The total pre-production development capital increased to
US$366m incorporating development costs for the A4 Open Pit plus an
updated cost forecast for the Motheo plant.
-- In September 2021, Sandfire announced results from a drill hole circa
1.2km south-west of the existing A4 Mineral Resource envelope. The drill
hole demonstrated 45m @ 2.20% Cu and 42.6g/t Ag from 439m in MO-A4-207D,
including:
-- 6.78m @ 3.59% Cu & 68.5 g/t Ag from 441.2m; and
-- 2.1m @ 8.25% Cu & 158 g/t Ag from 456.78m; and
-- 7.12m @ 3.13% Cu and 66 g/t Ag from 462.6m.
-- Exploration continues across Sandfire's highly prospective exploration
licences in the Kalahari Copper Belt of Botswana and Namibia.
-- Sandfire Resources America Inc. (TSXV: SFR) owns 100% of the Black Butte
Copper project and is circa 87% owned by Sandfire (via Sandfire BC
Holdings Inc). 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 Black Butte Feasibility released in 2020 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$1.3bn in
gross sales and US$518m 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$77m, representing a 5% NPV and an IRR of 13%. The mine has a
construction capital cost of US$274.7m. Sandfire Resources America Inc.
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.
-- On 16 July 2021, District Court Judge Bidegary heard oral arguments for
summary judgement from plaintiffs and defendants regarding a legal
complaint filed on 4 June 2020 by the plaintiffs claiming to represent
the environmental community. The suit was filed jointly against the
Montana Department of Environmental Quality (MT DEQ) and Tintina Montana
Inc. (a wholly owned subsidiary of Sandfire Resources America Inc.).
Additional intervenors in the suit supporting the MT DEQ and Tintina
Montana Inc, include Meagher Country, Broadwater County, and the Montana
Department of Justice. A decision on the case is pending and may take
several months. To date, the legal challenge has not resulted in any
interference with development activities and construction continues.
While Sandfire has noted that it does not believe that the legal
challenge has any merit, it does have the potential to delay the
development timeline.
-- The same plaintiffs filed an objection in April 2020, in response to the
Montana Department of Natural Resources and Conservation issuance of a
"Preliminary Determination to Grant" for water right modifications
requested for the project. A Final Determination from the Water Rights
Hearing Examiner is expected during 2022. The objection needs to be
resolved before mine operations can commence.
-- In the second half of 2021, Sandfire entered into a binding Sale and
Purchase Agreement ("SPA") with Trafigura and Mubadala Investment Company
to acquire 100% of Minas De Aguas Tenidas ("MATSA") for a total
consideration of US$1,865m. The acquisition delivers Sandfire the MATSA
Mining Complex in Spain, which comprises three underground mining
operations feeding a world-class 4.7Mtpa central processing facility with
state-of-the-art infrastructure. All conditions precedent to the SPA were
satisfied in the second half of 2021 following approvals from the Foreign
Investment Authority and Competition Authority in Spain during December
2021. Completion of the transaction occurred subsequent to half-year end
on 1 February 2022. To partially fund the acquisition of MATSA, Sandfire
completed an equity raising in October 2021, comprising the issue of new
fully paid ordinary Sandfire Shares to eligible retail and institutional
investors to raise approximately A$1,248m at an issue price of A$5.40 per
share. In addition, Sandfire executed and fully drew down a A$200m
Corporate Debt Facility with ANZ to partially fund the acquisition of
MATSA. Repayment of the facility via bullet payment is due on 30
September 2022 with ANZ holding security over Sandfire's DeGrussa
Operations as well as corporate security with minimum quarterly cash
holdings until repayment. Execution of documentation for the US$650m
MATSA Syndicated Debt Facility was completed during the half-year with
full draw down occurring subsequent to period end on 1 February 2022.
-- Sandfire sold its CHESS depositary interests ("CDIs") in Adriatic Metals
plc for A$97m. Sandfire regained its place in the ASX200 Index.
Other material equity investments as at 31 December 2021,
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 a 51/49 held joint venture in Kalahari Metals
Limited ("KML") focused on copper silver mineralsation as well as
two strategic investments. Together with the partial sale of KML,
Metal Tiger also made a follow on investment in Cobre such that as
at 31 December 2021, the Company held 34,764,096 ordinary shares
representing 21% of the issued ordinary share capital of Cobre
valued at GBP1,754,000. Michael McNeilly was appointed as a
Non-Executive Director on the KML Board as part of the investment
in 2019 and remains on the Board. Cobre listed on the ASX in
January 2020 raising A$10m.
A summary of key Cobre developments for 2021:
- Completed the acquisition of 51% of KML.
- Completed substantial exploration programmes in Botswana via
its contribution to KML. See Project investments section for
further details of the work completed by KML during the financial
year.
- Invested into Armada Metals Limited (ASX: AMM) on the same
terms and in the same quantum as Metal Tiger plc.
- Invested A$1m in Metal Tiger plc as part of its A$5m (before
costs) CDI raise in July 2022.
- Cobre raised A$6.7m primarily to meet the capital requirements
for exploration expenditure in the KML joint venture with Metal
Tiger.
- In April 2021, Cobre commenced a programme of review and
planning related to the broader exploration potential of the
Perrinvale Project. This was completed during the remainder of 2021
and results were announced in January 2022.
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 a follow-on investment in Southern
Gold during 2021 and as at 31 December 2021, held 40,794,000 shares
representing 19.1% 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 GBP1,293,000. As part of the initial investment agreement
in 2020, 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 2021:
- Managing Director, Simon Mitchell, departed the company in
October 2021 and Southern Gold commenced a search process for a new
Managing Director.
- Robert Smillie was appointed as in-country (South Korea)
Exploration Manager in July 2021 and arrived in South Korea in
October 2021. This represented the first time a senior expatriate
geologist had been to South Korea since the beginning of the
COVID-19 pandemic.
- Other experienced ex-patriate geologists were hired to work
in-country, including Senior Geologist, Scott Randall.
- Following a lack of encouraging drill results from the
projects drilled in 2021, the company focused on database
improvements and data gathering to improve and support an
aggressive project field campaign in 2022. This work commenced in
earnest in November 2021 following the arrival of Robert Smillie
and largely completed in January 2022.
- 200m shares in Bluebird Merchant Ventures Ltd (LSE:BMV) were
issued as consideration for the sale of Southern Gold's 50% equity
interests in now incorporated joint ventures covering the Gubong
and Kochang (Geochang) projects in the Republic of Korea.
Armada Metals Limited ("Armada")
Armada is an ASX listed, Gabon focused, resource exploration and
development company which owns the Nyanga Project which consists of
two exploration tenements prospective for nickel-copper sulphide,
covering a total area of 2,991km(2) . The project lies on the
western margin of the Nyanga Basin where the basin onlaps and is
also structurally juxtaposed against the Archean to Eburnian
basement rocks. Following completion of Armada's IPO, as at 31
December 2021, Metal Tiger held 15,000,000 shares representing
14.42% of the issued share capital of Armada as well as 3,333,333
AU$0.334 warrants which expire on 26 November 2026, with the
combined investment valued at GBP1,203,000.
A summary of key Armada Metals Limited developments for
2021:
- Airborne geophysics covering an area of 203km(2) consisting of
707line-km over parts of the Eburnean basement corridor, including
five magmatic Ni-Cu exploration targets along the Libonga-Matchiti
Trend. The survey led to the identification of 28 HTDEM plates,
which following further processing identified 14 new prominent
late-time bedrock conductors which correlate with the margins of
interpreted mafic/ultramafic units, defined by previous magnetic,
radiometric, gravity and geological mapping and sampling
programmes.
- Armada Metals Limited listed on the ASX at a price of A$0.20
in December 2021 raising A$10m before costs.
Passive Investments:
During 2021, the Company also invested 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 2021, the Company entered into fifteen new minority
equity investments and four follow-on minority equity investments
at a total investment cost of GBP6,352,206.
Eighteen minority equity investments were partially or
completely exited in 2021 raising gross proceeds of
GBP4,050,000.
Summary of investments made in new portfolio companies and fully
exited in 2021
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 2021
Outlook
At 31 December 2021, 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 2022.
Metal Tiger also has a number of early stage Equity Investment
holdings in early stage, exploration-focused companies and 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 2021
Value at
Listing year end
Investment Exchange Description No. of securities held GBP
Copper, gold 2,842,667 ordinary
Sandfire and silver shares (held as
Resources mining and security in structured
Limited ASX exploration finance loan) 10,044,450
4,714,286 ordinary shares
(held as collateral for collateral loan) 16,657,741
320,104 ordinary shares (uncharged) 1,131,075
Cobre Base metal 34,764,096 ordinary
Limited ASX exploration shares 1,754,822
Southern Gold mining
Gold and 40,794,000 ordinary
Limited ASX exploration shares 1,292,476
7,284,500 unlisted warrants
(A$0.18 expiry 19/10/2022) 626
Camino 2,941,176 unlisted
Minerals Copper warrants (C$0.25 expiry
Corp. TSXV exploration 18/5/2023) 32,855
Armada Nickel and
Exploration copper 15,000,000 ordinary
Limited ASX exploration shares 1,087,425
3,333,333 unlisted warrants
(A$0.334 expiry 22/11/2026) 115,455
Base and
Pan Global precious
Resources metal
Inc TSXV exploration 250,000 ordinary shares 110,428
694,444 unlisted warrants
(A$0.28 expiry 20/07/2022) 194,435
Copper, gold
and cobalt
Artemis exploration
Resources and 7,209,630 ordinary
Limited ASX development shares 321,340
Copper-Gold
Adventus exploration
Mining and
Group* TSVX development 125,000 ordinary shares 69,017
Molyhil
Thor Mining Tungsten 34,288,462 ordinary
plc AIM/ASX Project shares 218,959
12,500,000 unlisted warrants
(1p expiry 23/01/2022) 7,450
5,769,231 unlisted warrants
(1.3p expiry 17/08/2023 9,417
8,000,000 unlisted warrants
(A$0.015 expiry 17/12/2022 16,668
8,000,000 unlisted warrants
(A$0.02 expiry 17/12/2023 30,974
Copper and
Avidian Gold gold
Corp TSXV exploration 995,000 ordinary shares 49,155
500,000 unlisted warrants
(C$0.2 expiry 8/6/2024) 9,148
Inflection Copper and
Resources gold
Limited CSE exploration 333,250 ordinary shares 29,053
234,375 unlisted warrants
(C$0.5 expiry 14/5/2022) 2,231
Anacortes
Mining Gold
Corp.* TSVX exploration 208,333 ordinary shares 205,842
104,167 unlisted warrants
(C$3.3 expiry 22/7/2023) 34,636
Barton Gold Gold
Limited ASX exploration 550,000 ordinary shares 64,977
Gold,
Benz Mining Lithium
Corp.* ASX exploration 257,482 ordinary shares 89,875
Cannon 83,333 unlisted warrants
Resources Nickel (A$0.2 expiry
Limited* ASX exploration 30/6/2024) 17,479
Camino Copper and
Minerals silver 5,882,353 ordinary
Corp.* TSVX exploration shares 324,788
Diablo
Resources Gold
Limited* ASX exploration 750,000 ordinary shares 52,358
Aurelius
Minerals Gold
Inc. TSXV exploration 200,000 ordinary shares 27,898
100,000 unlisted warrants
(C$0.7 expiry 15/7/2022) 527
Gold
exploration
Greatland and
Gold PLC* AIM development 689,655 ordinary shares 110,345
Greentech
Metals Nickel
Limited* ASX exploration 700,000 ordinary shares 64,430
Heavy Mineral
Minerals Sands 1,912,000 ordinary
Limited* ASX exploration shares 174,547
Millennial
Precious
Metals Gold
Corp. TSXV exploration 133,000 ordinary shares 54,110
Rare Earth
Rainbow Rare exploration
Earths and 2,400,000 ordinary
Limited* AIM development shares 417,000
Sable Gold and 1,166,666 unlisted
Resources silver warrants (A$0.2 expiry
Limited TSXV exploration 10/9/2023) 67,773
Gold
Mineros SA* TSXV producer 527,000 ordinary shares 346,110
Mt. Malcolm Gold 1,196,970 ordinary
Mines NL ASX exploration shares 83,560
Nickel,
Copper,
Todd River PGE, Gold,
Resources Zinc
Limited* ASX exploration 650,000 ordinary shares 28,273
Pearl Gull
Iron Iron Ore
Limited* ASX exploration 800,000 ordinary shares 33,509
550,000 unlisted warrants
(A$0.3 expiry 6/9/2024) 4,040
Red Dirt Lithium,
Metals Gold 1,152,467 ordinary
Limited* ASX exploration shares 411,552
833,333 unlisted warrants
(A$0.25 expiry 21/9/2024) 237,775
Marimaca 70,978 unlisted warrants
Copper Copper (C$4.1 expiry
Corp. TSXV exploration 31/12/2022) 24,488
Palladium Nickel and 170,000 unlisted
One Mining copper warrants (C$0.45 expiry
Inc. TSXV exploration 22/2/2023) 3,000
*Denotes new additions to the portfolio during the year.
Summary of unlisted investments held at 31 December 2021
No. of
Listing securities Value at
Investment Exchange Description held year end GBP
250,000
ACDC Metals Rare Earth ordinary
Limited* Private exploration shares 13,425
1,666,667
Veta Resources ordinary
Inc. Private Holding company shares 146,840
500,000
Moxicon ordinary
Resources Private Copper producer shares 140,000
3,840,909
ordinary
Tally Limited Private Gold currency shares 57,614
Denotes new additions to the portfolio during the year.
Summary of recent trading performances
Total return percentage over the period 1 January 2021 to 31
December 2021:
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 4,343,071 1,917,880 3,457,229 1,032,038 67%
Canadian
Dollar 1,934,177 502,551 1,215,377 (216,249) (11%)
Great
British
Pound 619,548 - 676,762 57,214 9%
Combined 4,343,071 1,917,880 3,457,229 1,032,038 24%
The table reflects the combined total return performance of new
Passive investments made during 2021 as indicated in the three
tables above by a *.
Assumed starting position:
Asset class Percentage mix
Equities and warrants * 67%
Cash* 34%
*starting value as at beginning of 2021 of GBP5,143,000 is based
on the NAV as reported on 31 December 2020, for Passive investments
excluding Sandfire.
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.
Results for the year
Operating performance
Administration costs for the year were GBP2,108,000 (2020:
GBP2,934,000). With share-based payment costs stripped out from the
respective years, the adjusted costs total GBP2,019,000 (2020:
GBP2,460,406). The cost downward trend reflects the Board's
continuous drive for efficiencies which remain ongoing, and more
specifically the closing down of the London based head office.
As more fully detailed in the commentary in the Projects
investment section the Company disposed of a partial interest in
our joint venture KML to Cobre which resulted in the Company's
interest in KML reducing to 49% (2020: 62.2%). During the year the
Company recognised a profit on this partial sale of interest in the
amount of GBP21,000 (2020: Nil). The carrying value of the
Company's interest in KML at year end is GBP2,873,000 (2020:
GBP3,198,000), after accounting for its proportionate share of
losses of GBP493,000 (2020: GBP25,000). This was predominately
driven by the decision by the Board of KML to impair the Triprop
tenements over the Ngani copper project to deemed residual values,
based on the expected carrying value given reference inter alia to
future proposed exploration budgets assigned.
There was an overall profit in the year resulting from the
disposals and fair valuing of investments during the year of
GBP1,830,000 (2020: gain of GBP3,801,000). This reflects market
conditions in the year and more specifically where unrealised gains
in our Sandfire position were paired by unrealised losses in our
Active investments in Cobre and Southern Gold. The Board's
conviction in the active investment strategy remains comfortable
but notes that they are unlikely to pursue additional Active
investments in the near term. The investments are medium to longer
term in nature offering exposure to earlier stage exploration
projects where the Company has a significant interest and therefore
some ability to influence strategic outcomes.
The Company received dividend income of GBP1,538,000 (2020:
GBP648,000) and net finance cost of GBP1,787,000 (2020: GBP610,000)
mainly relating to the change in value of the derivatives securing
the Group's structured finance loans with a charge of GBP1,269,000
(2020: gain GBP46,000). The value of the derivative inherently
moves in contrast to the performance of the underlying share price
over which the derivative is priced.
A material contributor to the results of the Company during the
year, was as a result of the substantial increase in Sandfire's A4
copper/silver Mineral Resource, which enabled the revaluation of
the Company's 2% net smelter return ("NSR") over circa 8,000km(2)
of Sandfire's exploration tenements and in-particular the licence
that holds the A4 project, resulting in the recognition of a gain
in the amount of GBP5,214,000 during the year (2020:
GBP3,638,000).
All told the profit for the year on ordinary activities before
tax was GBP4,215,000 (2020: GBP3,787,000).
Cashflow and financing
Disposals from equities during the year raised GBP13,434,000 and
a further net GBP18,676,000 was invested into the purchase of
equities and other investments. Operational cash outflows before
working capital changes amounted to GBP2,009,000 (2020:
GBP2,441,000), further reinforcing the progress in the cost cutting
measures.
The net cash requirement for operations, was met out of cash
generated by the exercise of warrants, dividends received, and the
utilisation cash reserves at the beginning of the year.
The net cash requirement to grow the investments and support the
joint venture drilling campaign was financed by a mixture of the
net proceeds of the equity placement GBP2,348,000 (2020: Nil) and
the net proceeds from a collateral loan GBP4,578,000 (2020:
Nil).
Cash in hand at the end of the year was GBP648,000 (2020:
GBP458,000).
No dividend has been declared or recommended during the year
under review (2020: Nil).
Finance and Working Capital
In the first half of the year the Company completed its
compliance listing on the ASX and subsequently the Company
successfully raised A$5m from new institutional and sophisticated
investors as well as received the support of existing
investors.
Further to the equity raise above, certain of the Company's
shareholders showed their continued support of the Company by
exercising a total of 2,598,437 warrants, at an average price of
20.5p, raising GBP532,000 in cash during the year.
Disposals from equities during the year raised GBP13,434,000 and
a further net GBP18,676,000 was invested into the purchase of
equities and other investments. Operational cash outflows before
working capital changes amounted to GBP2,009,000 (2020:
GBP2,441,000), further reinforcing the progress in the cost cutting
measures.
The net cash requirement for operations, was met out of cash
generated by the exercise of warrants, dividends received, and the
utilisation cash reserves at the beginning of the year.
The net cash requirement to grow the investments and support the
joint venture drilling campaign was financed by a mixture of the
net proceeds of the equity placement GBP2,348,000 (2020: Nil) and
the net proceeds from a collateral loan GBP4,578,000 (2020:
Nil).
Cash in hand at the end of the year was GBP648,000 (2020:
GBP458,000).
No dividend has been declared or recommended during the year
under review (2020: Nil).
The Group had cash reserves on 31 December 2021 of GBP648,000
(2020: GBP458,000) and net current assets of GBP24,112,000 (2020:
GBP21,116,000).
KEY PERFORMANCE INDICATORS
The key performance indicators are set
out below:
31 December 31 December Change
2021 2020 %
Net asset value GBP38,822,000 GBP31,186,000 +24%
Net asset value -- fully diluted per
share (1) 22.9p 20.3p +13%
Closing share price 20.5p 23.5p -13%
Share price premium/(discount) to net
asset value -- fully diluted -10% 16%
Market capitalisation GBP34,732,000 GBP36,028,000 -4%
(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 no
warrants in the money at the yearend (2020: 962,996).
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, the Board believes 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
Equity Investments
Sandfire Resources Limited
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,
In 2021, Sandfire acquired (completing in 2022) 100% of the Minas
de Aguas Tenidas ("MATSA"), comprising of three underground mining
operations feeding a 4.7Mtpa central processing facility with
state-of-the-art infrastructure for a total consideration of
US$1,865m. Sandfire also has development and exploration projects
in North America and Botswana.
Sandfire paid an interim dividend of A$0.03 per share in March
2022. Metal Tiger received circa A$148,000 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$85,000.
In February 2022, Sandfire completed the US$1,865m acquisition
of the MATSA Mining Complex in Spain. Prior to completion a wholly
owned subsidiary of Sandfire entered into various hedging
arrangements further details of which can be found in Sandfire's
announcement: "Sandfire completes acquisition of MATSA" from 1
February 2022.
In Sandfire's Half Year Report Presentation they noted the
following near-term key projects in relation to MATSA:
-- Confirm near term operational plans;
-- Review and update of Mineral Resource;
-- Ore Reserve statement;
-- Long term mine plan;
-- Plant readiness and recovery; and
-- Product optimisation.
This included optimisation and the implementation of a five-year
plan which noted several key objectives, including but not limited
to: lifting mine productivity and developing a plan to grow
throughput to 4.7Mtpa and beyond; mineral resource to ore reserve
conversion to extend the mine life of existing mines and enhance
operational planning; near mine mineral resource extensions at
existing mines and evaluating and commencing a regional exploration
campaign to underpin future expansions of throughput and mine
life.
The report also provided production guidance for the five months
to June 2022 and notably included increased C1 unit costs but with
US$3.40/lb of Cu payable. This meant increased margins with higher
base metal prices were offset in part by higher energy costs and
global inflation pressures.
Notably the Motheo Copper Mine included cost estimates for the
5.2Mtpa Motheo Expansion case which they noted remained on schedule
for completion in the June 2022 Quarter.
Cobre Limited
In January 2022 Cobre announced the successful outcome of the
2021 field exploration programme on the company's 100% owned
Perrinvale Volcanic Hosted Massive Sulphide Project. The highlights
from the update included:
- A systematic soil and rock chip sampling approach identified
29 new areas of interest;
- After follow-up fieldwork, 17 of those areas and five of the
original prospects are considered prospective and warrant further
exploration;
- Limited MLEM surveying has identified conductors worthy of
drill testing at three new priority prospects; and
Malachite mineralisation (copper carbonate hydroxide) identified
at Costa del Islas.
Southern Gold Limited
Southern Gold released an update on the strategic direction of
the company for 2022 and beyond noting the following key
points:
- South Korea continues to be the primary focus.
- Additional senior geological staff and contractor resources
have been engaged for ongoing exploration campaigns
- The company is exploring options relating to the two hundred
million shares received from BMV for purchase of SAU's JV interest
in the Kochang and Gubong mines in South Korea.
CEO recruitment continues seeking an experienced leader to drive
the Company's strategic objectives
Armada Exploration Limited
In March 2022, Armada announced the renewal of permit G5-555
having received the renewal formally on 28 February 2022. The
permit is valid for an additional three years until February 2025.
This renewal allows for the highest ranked target, Matchiti
Central, which is situated within the permit to be drilled. Armada
also announced commencement of drilling at the Nyanga Project in
Gabon with a diamond drilling programme to consist of up to
3,000m.
Summary of investments made between year end and the date of
release of the financial statements.
No. of
Listing securities Investment made
Investment Exchange Description acquired GBP
1,650,000
Heavy Minerals Mineral Sands ordinary
Limited ASX exploration shares 252,341
Copper-Gold
exploration 280,000
Adventus Mining and ordinary
Group TSVX development shares 164,690
Silver and iron 6,000,000
Alien Metals ore ordinary
Limited* ASX exploration shares 57,525
Copper, gold
and cobalt
Artemis exploration 9,333,333
Resources and ordinary
Limited ASX development shares 351,000
694,444
ordinary
Base and shares-
Pan Global precious metal excercised
Resources Inc TSXV exploration warrants 157,762
Copper and gold
exploration 7,264,086
Helix Resources and ordinary
Limited ASX development shares 87,169
1,350,000
ordinary
Copper-Silver shares 675,000
and gold unlisted
exploration warrants
Max Resources and (C$0.36 expiry
Corporation* TSVX development 25/3/2024) 213,548
Northern Graphite 660,000
Graphite producer and ordinary
Corporation* TSVX exploration shares 287,249
330,000 unlisted warrants
(C$1.1 expiry 8/2/2024)
*Denotes new additions to the portfolio since the year end.
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 been 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 that countries and general
operations are 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 GBP33,156,000,
including cash balances of GBP648,000 and freely tradeable quoted
investments in excess of GBP31,000,000 compared with short term
liabilities of GBP9,044,000.
Whilst equity prices are volatile given, inter alia, the
coronavirus pandemic and more recently the Ukraine conflict, 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
42.
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 42.
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 42 to 43. 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 42. 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 2021 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
30 March 2022
CHAIRMAN'S CORPORATE GOVERNANCE STATEMENT
FOR THE YEARED 31 DECEMBER 2021
The Company has adopted the QCA Code and where appropriate the
further requirements required by the application of the ASX
Corporate Governance Principles and Recommendations (ASX Corporate
Governance Council, 4(th) Edition) and, consistent with ASX listing
rule 4.10.3 and [AIM rule 26], this section of the Report and
Accounts explains how it complies with the QCA Code and SX
Corporate Governance Principles and Recommendations (ASX Corporate
Governance Council, 4(th) Edition) or, where it departs from each
applicable 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 and
where appropriate the further requirements required by the
application of the ASX Corporate Governance Principles and
Recommendations (ASX Corporate Governance Council, 4(th) Edition)
the Board recognises its principles and practices 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 also detail
generally the approach the Board takes to corporate governance and
set out how the Company complies with the majority of principles
within the QCA Code and where appropriate the further requirements
required by the application of the ASX Corporate Governance
Principles and Recommendations (ASX Corporate Governance Council,
4(th) Edition). It also explains where we have decided that the
recommendations in the QCA Code and/or ASX Corporate Governance
Principles and Recommendations (ASX Corporate Governance Council,
4(th) Edition) in elation 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 and where appropriate the further
requirements required by the application of the ASX Corporate
Governance Principles and Recommendations (ASX Corporate Governance
Council, 4(th) Edition) 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.
The Company does not have a formal nomination committee, however
it does formally consider Board succession issues and whether the
board has the appropriate balance of skills, knowledge, experience,
and diversity. This evaluation is undertaken collectively by the
Board. Furthermore, the Company does not have and disclose a formal
process for periodically evaluating the performance of the Board,
its committees, individual directors or senior executives nor does
it disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting period in
accordance with that process. This evaluation is undertaken
collectively by the Board via an informal process.
The Company does not have a formal risk committee, however it
does formally consider and oversee risk matters and issues in
accordance with its Risk Management Policy. This evaluation is
undertaken collectively by the Board.
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.
The Company also has an Audit Committee, which comprises two
Non-Executive Directors, Charles Hall and Neville Bergin. 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.
The Company has a diversity policy but has not yet set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally. The Company is in the process of setting such objectives
and expects to finalise these in the coming financial year.
The Appendix 4G, "Key to disclosures Corporate Governance
Council Principles and Recommendations" in terms of Listing Rules
4.7.3 and 4.10.3 of the ASX for the year ended 31 December 2021,
and further information on the Company's corporate governance
policies and practices can be found at www.metaltigerplc.com.
Charles Hall
Chairman
30 March 2022
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;
-- AIM and ASX Stock Exchange related issues including the approval of the
Company's announcements and communications with the shareholders, the
Nominated Advisor ("NOMAD") and the Stock Exchanges;
-- 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 8 to the financial statements.
The current Board of Directors with biographies is set out on
page 41.
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.
David Wargo 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
2021 was as follows:
Director Max number of meetings Actual attendance
Charles Hall 24 24
Michael McNeilly 24 22
Mark Potter 24 20
Neville Bergin 24 22
David Wargo 24 18
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
(continued)
AUDIT COMMITTEE
The Audit Committee, which comprises two Non-Executive
Directors, Charles Hall and Neville Bergin, The size of the
committee is deemed appropriate by the directors given the size and
complexity of the business. 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 2021 was as follows:
Director Max number of meetings Actual attendance
Charles Hall 2 2
Neville Bergin 2 2
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 size of the committee is
deemed appropriate by the directors given the size and complexity
of the business 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 2021 was as follows:
Director Max number of meeting Actual attendance
Charles Hall 4 4
Neville Bergin 4 4
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.
Length of service: 5 years
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.
Length of service: 5 years
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
(continued)
Mark Potter - Chief Investment Officer
Mark Potter who was appointed to the Board in January 2017 has
over 15 years' experience in natural resources investments. Mark
also serves as Chief Investment Officer of Metal Tiger plc.
Mark is currently Non-Executive Chairman of Artemis Resources
Limited (ASX:ARV) and Non-Executive Director of Thor Mining Plc
(ASX/AIM:THR) and was a former Director and Chief Investment
Officer of Anglo Pacific Group, a London listed natural resources
royalty company.
Length of service: 5 years
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 ten 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).
Length of service: 4 years
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.
Length of service: 1 year
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.
COMPLIANCE WITH THE QCA CODE
(continued)
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 page
40. 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.
COMPLIANCE WITH THE ASX CORPORATE GOVERNANCE PRINCIPLES AND
RECOMMATIONS (ASX Corporate Governance Council, 4th Edition.)
The sections below set out the requirements of the principles
and how the Company complies with them.
Principle 1: Lay solid foundations for management and
oversight.
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 the
independent Non-Executive Directors.
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.
All Directors and senior executives have written agreements
setting out the terms of their appointment.
The Board is in the process of establishing measurable
objectives to be set for the 2022 financial year in respect of its
Diversity policy, being the first full year that the company will
be listed on the ASX.
For further details refer to the Boards Charter and the
Diversity policy at www.metaltigerplc.com/Corporate-Governance
Principle 2: Structure the board to be effective and add
value.
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.
The company secretary is accountable directly to the Board,
through the chair, on all matters to do with the proper functioning
of the Board.
For further details on the boards skills matrix refer to
www.metaltigerplc.com/Corporate-Governance
Principle 3: Instill a culture of acting lawfully, ethically and
responsibly
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 behaviors are recognized.
The Company has adopted a comprehensive list of policies to
install and monitor the said culture:
Ant-Bribery Policy, Business code of conduct, and whistleblowers
policy.
For further details refer to
www.metaltigerplc.com/Corporate-Governance
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
oversees the role of the Executive Directors in these matters.
Principle 4: Safeguard the integrity of corporate reports
The Audit and Risk committee and the Board review all the
reports that encompass the periodic release of Financial
Performance (Yearly Financial Statements, the Interim Financial
Statements and Appendix 4e.
All material market announcements are distributed to the Board
prior to release or as a minimum shortly thereafter.
The Company has adopted comprehensive policies including
Communications and Continuous Disclosure policies.
For further details refer to
www.metaltigerplc.com/Corporate-Governance
COMPLIANCE WITH THE ASX CORPORATE GOVERNANCE PRINCIPLES AND
RECOMMATIONS (ASX Corporate Governance Council, 4th Edition.)
(continued)
Principle 5: Make timely and balanced disclosure.
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 6: Respect the rights of security holders.
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 7: Recognise and manage risk.
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.
The Company has adopted a comprehensive Risk Management
policy.
For further details refer to
www.metaltigerplc.com/Corporate-Governance
8: Remunerate fairly and responsibly:
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.
For further details on the Remuneration and Nomination Charter
refer to www.metaltigerplc.com/Corporate-Governance
REPORT OF THE DIRECTORS
FOR THE YEARED 31 DECEMBER 2021
The Directors present their report together with the audited
financial statements for the year ended 31 December 2021.
A review of the business and principal risks and uncertainties
has been included in the Strategic Report.
DIVIDS
No interim dividend was paid (2020: GBPNil) and the Directors do
not propose a final dividend (2020: GBPNil) for the 12 months ended
31 December 2021.
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)
David Michael McNeilly
Mark Roderick Potter
Neville Keith Bergin
David Alan Wargo
Further details of the Directors' remuneration are given in note
8, details of Directors' share options are given in note 25 and the
Directors' interests in transactions of the Group and the Company
are given in note 27.
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
26.
SIGNIFICANT SHAREHOLDERS
As at 29 March 2022 the following were, as far as the Directors
are aware, interested in 3% or more of the issued share capital of
the Company
Number of % of issued
Name ordinary shares ordinary 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%
REPORT OF THE DIRECTORS (continued)
FOR THE YEARED 31 DECEMBER 2021
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Details of the Group's financial risk management objectives and
policies are set out in note 26 to these financial statements.
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 115,000 shares
Ukraine conflict
The situation with respect to Ukraine has affected market
sentiment and increased volatility in particular to the carrying
value of some of the listed equity investments. The future
responses of international governments and duration of the conflict
are currently not known. The Board of Directors continues to
monitor this situation, but future actions and policy changes could
further affect the valuation of in particular its listed equity
investments. Given the nature of the assets the realisation and
settlement of its assets and liabilities should not be affected and
consequently the Board does not consider the effects thereof to
impact the Going Concern assumption.
Other Events
Details of purchases of Equity investments since the year end
and post year end developments at the respective portfolio level
are included in the Strategic Report section.
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 UK adopted international Accounting Standards.
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 both 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 UK adopted
international Accounting Standards, 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 2022 will be proposed at the
forthcoming Annual General Meeting.
By order of the Board
Adrian Bock
Secretary
30 March 2022
INDEPENT AUDITOR'S REPORT
TO THE MEMBERS OF METAL TIGER PLC
FOR THE YEARED 31 DECEMBER 2021
Opinion
We have audited the financial statements of Metal Tiger plc (the
"Parent Company") and its subsidiaries (the "Group") for the year
ended 31 December 2021, which comprise:
-- the Group statement of comprehensive income for the year ended 31
December 2021;
-- the Group and Parent Company statements of financial position as at 31
December 2021;
-- the Group and Parent Company statements of cash flows for the year then
ended;
-- the Group and Parent Company statements of changes in equity for the year
then ended; and
-- the notes to the financial statements, including significant accounting
policies.
The financial reporting framework that has been applied in the
preparation of the financial statements is applicable law and
UK-adopted International Accounting Standards and, as regards the
parent company, as applied in accordance with 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 2021 and of
the Group's profit for the period then ended;
-- the Group financial statements have been properly prepared in accordance
with UK-adopted international accounting standards;
-- the parent company financial statements have been properly prepared in
accordance with UK-adopted International Accounting Standards as applied
in accordance with the Companies Act 2006, and
-- 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 the 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's and Parent
Company's ability to continue to adopt the going concern basis of
accounting included:
-- Assessing the cash flow requirements of the Group based on budgets and
forecasts;
-- Understanding what forecast expenditure is committed and what could be
considered discretionary;
-- Considering the liquidity of existing assets on the statement of
financial position;
-- Considering the terms of the finance facilities and the amount available
for drawdown; and
-- Considering potential downside scenarios and the resultant impact on
available funds.
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
Group's and Parent 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
GBP650,000 (2020 GBP450,000), based on approximately 1.8% of the
Group's net assets at planning stage. We did not consider it
appropriate subsequently to amend our assessment. Materiality for
the Parent Company financial statements as a whole was set at
GBP630,000 (2020: GBP400,000) based on approximately 1.8% of the
company net assets at planning stage.
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. This
is set at GBP455,000 (PY GBP315,000) for the Group and GBP441,000
(PY GBP280,000) for the parent.
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 GBP19,500 (2020: GBP13,500). Errors
below that threshold would also be reported to it if, in our
opinion as auditor, disclosure was required on qualitative
grounds.
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. 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.
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 considering whether there is any
appropriately valued at the year end. evidence investments may be impaired.
Narrative for key matter 2 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
Our audit procedures in relation to these matters were designed
in the context of our audit opinion as a whole. They were not
designed to enable us to express an opinion on these matters
individually and we express no such opinion.
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 matter 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 Group and the
Parent Company and their 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 parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
-- the parent company 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 set out on page XX, 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 Group's and Parent 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
Group or the Parent 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 is available 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.
John Glasby (Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
30 March 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2021
2021 2020
Notes GBP'000 GBP'000
Profit on partial sale of interests in
explorations in Botswana 21 -
Profit on disposal of investments 18 1,979 745
Movement in fair value of fair value
accounted equities 4 (149) 3,056
Share of post-tax losses of equity accounted
joint ventures 15 (493) (25)
Provision against cost of equity accounted
joint ventures 15 - (731)
Investment income 5 1,538 648
Other income 6 5,214 3,638
Net gain before administrative expenses 8,110 7,331
Administrative expenses (2,108) (2,934)
OPERATING PROFIT 3,7 6,002 4,397
Finance income 9 467 74
Finance costs 10 (2,254) (684)
PROFIT BEFORE TAXATION 4,215 3,787
Tax on profit on ordinary activities 11 (49) -
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 7 4,166 3,787
OTHER COMPREHENSIVE INCOME - ITEMS WHICH MAY
BE
SUBSEQUENTLY RECLASSIFIED TO PROFIT OR LOSS:
Exchange differences on translation of
foreign operations 410 182
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 4,576 3,969
PROFIT FOR THE YEAR ATTRIBUTABLE TO:
Owners of the parent 4,166 3,787
Non-controlling interest - -
PROFIT FOR THE YEAR 4,166 3,787
TOTAL COMPREHENSIVE PROFIT FOR THE YEAR
ATTRIBUTABLE TO:
Owners of the parent 4,579 3,970
Non-controlling interest (3) (1)
TOTAL COMPREHENSIVE PROFIT FOR THE YEAR 4,576 3,969
EARNINGS PER SHARE
Basic earnings per share 13 2.59p 2.48p
Fully diluted earnings per share 13 2.59p 2.46p
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
AT 31 DECEMBER 2021
Note 2021 2021 2020 2020
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
NONSHYCURRENT ASSETS
Intangible assets 21 -- 27 --
Property, plant and
equipment 19 -- 21 --
Deferred tax asset 11 2,164 2,164 -- --
Investment in
subsidiaries 14 - 564 -- 564
Investment in joint
ventures 15 2,873 2,873 3,198 3,198
Other non-current
asset investments 16 3,613 3,613 9,126 9,127
Royalties receivable 17 10,593 10,593 4,866 4,866
19,283 19,807 17,238 17,755
CURRENT ASSETS
Equity investments
accounted for under
fair value 18 32,031 32,031 20,768 20,768
Trade and other
receivables 19 477 199 574 332
Amounts due from
related parties 27 - 3,111 -- 3,285
Cash and cash
equivalents 20 648 635 458 430
33,156 35,976 21,800 24,815
CURRENT LIABILITIES
Trade and other
payables 21 312 244 326 294
Amounts due to related
parties 27 - - 306 306
Loans and borrowings 22 8,732 8,686 52 --
9,044 8,930 684 600
NET CURRENT ASSETS 24,112 27,046 21,116 24,215
NON-CURRENT
LIABILITIES
Loans and borrowings 22 2,242 2,242 7,051 7,051
Deferred tax liability 11 2,213 2,213 -- --
Contingent
consideration 23 118 118 117 117
4,573 4,573 7,168 7,168
NET ASSETS 38,822 42,280 31,186 34,802
EQUITY
Share capital 24 170 170 153 153
Share premium account 24 15,704 15,704 12,831 12,831
Capital redemption
reserve 24 4 4 4 4
Share based payment
reserve 2,343 2,343 2,257 2,257
Warrant reserve 3,048 3,048 5,476 5,476
Translation reserve 351 - (62) -
Retained profits* 17,114 21,011 10,436 14,081
TOTAL SHAREHOLDERS'
FUNDS 38,734 42,280 31,095 34,802
Equity non-controlling
interests 88 -- 91 --
TOTAL EQUITY 38,822 42,280 31,186 34,802
*Retained profits include the Company's profit for the year
after taxation of GBP4,418,000 (2020: GBP4,092,000).
These Financial Statements were approved by the Board of
Directors on 30 March 2022 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 2021
2021 2021 2020 2020
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
CASH FLOWS FROM
OPERATING ACTIVITIES
Profit before taxation 4,215 4,468 3,787 4,092
Adjustments for:
Profit on sale of
exploration operations in
Botswana (21) (21) - -
Profit on disposal of fair
value accounted equities (1,979) (1,979) (745) (745)
Movement in fair value of
investments 149 149 (3,056) (3,056)
Share of post-tax losses of
equity accounted joint
ventures 493 493 25 25
Movement in provision
against equity accounted
joint ventures - - 731 731
Share based payment charge
for year 86 86 482 482
Depreciation and
amortisation 13 -- 11 --
Other income (5,214) (5,214) (3,638) (3,638)
Investment income (1,538) (1,538) (648) (662)
Finance income (467) (491) (74) (74)
Finance costs 2,254 2,213 684 674
Operating cash flow before
working capital changes (2,009) (1,834) (2,441) (2,170)
Decrease/(Increase) in
trade and other
receivables 72 131 (84) (73)
(Decrease)/increase in
trade and other payables (11) (46) (1,272) 131
Decrease/(increase) in
amounts due from
subsidiaries -- 174 -- (136)
Unrealised foreign exchange
gains and losses (387) (797) (38) (229)
Net cash outflow from
operating activities (2,335) (2,372) (3,835) (3,875)
CASH FLOWS FROM
INVESTING ACTIVITIES
Proceeds from current asset
investment disposals 13,434 13,434 5,013 5,013
Purchase of intangible
assets - - (5) -
Purchase of fixed assets (9) - (22) -
Purchase of investment in,
and loans to, joint
ventures (453) (453) (982) (982)
Purchase of other fixed
asset investments - - (228) (228)
Purchase of current asset
investments (18,676) (18,676) (7,219) (7,219)
Investment income 1,538 1,538 648 662
Net cash outflow from
investing activities (4,166) (4,157) (2,795) (2,754)
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from issue of
shares 3,191 3,191 221 221
Share issue costs (217) (217) - -
Shares re-purchased - - (423) (423)
Loans drawn down 4,829 4,829 2,620 2,620
Loans paid (618) (618) (245) (245)
Interest paid (491) (451) (91) (82)
Net cash inflow from
financing activities 6,694 6,734 2,082 2,091
NET INCREASE/(DECREASE) IN
CASH AND CASH EQUIVALENTS 193 205 (4,548) (4,538)
Cash and cash equivalents
brought forward 458 430 5,007 4,968
Effect of exchange rate
changes (3) -- (1) --
CASH AND CASH EQUIVALENTS
CARRIED FORWARD 648 635 458 430
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2021
Share
Capital Shares based
Share Share Redemption held for payment Warrant Translation Retained Total equity Non-controlling Total
capital premium Reserve treasury reserve reserve reserve profits shareholders' interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 funds GBP'000 GBP'000 GBP'000
BALANCE AT 1
JANUARY 2020 156 13,079 - (77) 2,004 5,509 (246) 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
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
Profit for the
year ended 31
December
2021 - - - - - - - 4,166 4,166 - 4,166
Other
comprehensive
income - - - - - - 413 - 413 (3) 410
TOTAL
COMPREHENSIVE
INCOME - - - - - - 413 4,166 4,579 (3) 4,576
Share issues 17 3,174 - - - - - - 3,191 - 3,191
Warrants
issued - - - - - 84 - - 84 - 84
Cost of
share-based
payments - - - - 86 - - - 86 - 86
Share issue
expenses - (301) - - - - - - (301) - (301)
Transfer of
reserves
relating to
exercise and
expiry of
options and
warrants - - - - - (2,512) - 2,512 - - -
TOTAL CHANGES
DIRECTLY TO
EQUITY 17 2,873 - - 86 (2,428) - 2,512 3,060 - 3,060
BALANCE AT 31
DECEMBER
2021 170 15,704 4 - 2,343 3,048 351 17,114 38,734 88 38,822
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2021
Share
Capital Shares based
Share Share Redemption held for payment Warrant Retained Total
capital premium 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 2020 156 13,079 - (77) 2,004 5,509 9,760 30,431
Profit for the
year and other
comprehensive
Income for the
year ended 31
December
2020 - - - - - - 4,092 4,092
Share issues 1 252 - - - (33) - 221
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 77 253 (33) 229 280
BALANCE AT 31
DECEMBER
2020 153 12,831 4 - 2,257 5,476 14,081 34,802
Profit for the
yea and other
comprehensive
Income for the
year ended 31
December
2021 - - - - - - 4,418 4,418
Share issues 17 3,174 - - - - - 3,191
Warrants
issued - - - - - 84 - 84
Cost of
share-based
payments - - - - 86 - - 86
Share issue
expenses - (301) - - - - - (301)
Transfer of
reserves
relating to
exercise and
expiry of
options and
warrants - - - - - (2,512) 2,512 -
TOTAL CHANGES
DIRECTLY TO
EQUITY 17 2,873 - - 86 (2,428) 2,512 3,060
BALANCE AT 31
DECEMBER
2021 170 15,704 4 - 2,343 3,048 21,011 42,280
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 as well as on the Australian
Stock Exchange. The Group's principal activities are described in
the Strategic Report.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
The Financial statements have been prepared in accordance with
UK adopted international Accounting Standards. The Financial
Statements have also been prepared under the historical cost basis,
except for certain assets and liabilities which are measured at
fair value details of which are set out in the relevant policies
below.
The financial statements are presented in UK pounds, which is
also the Company's functional currency.
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.
Changes in Accounting Policies
New/Revised Standards and Interpretations Adopted in 2021:
-- IAS 1 'Presentation of financial statements' on classification of
liabilities
-- IFRS 16 'Leases' -- Covid-19 related rent concessions
-- A number of narrow-scope amendments to IFRS 3, IAS 16, IAS 17 and some
annual improvements on IFRS1, IFRS 9, IAS 41 and IFRS 16
-- Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate
Benchmark Reform- Phase 2
-- Amendments to IFRS 17 and IFRS 4,' Insurance contracts' deferral of IFRS
9
The Group has not early adopted any standard, interpretation or
amendment that has been issued but is not yet effective.
Standards not yet effective for the financial statements for the
year ended 31 December 2021:
-- Amendment to IFRS 16: Covid-19-Related Rent Concessions beyond 30 June
2021 1 April 2021
-- Amendments to IFRS 3: Reference to the Conceptual Framework 1 January
2022*
-- Amendments to IAS 16: Proceeds before intended use 1 January 2022*
-- Amendments to IAS 37: Onerous Contracts -- Cost of Fulfilling a Contract
1 January 2022*
-- Amendments to Annual improvements 2018-2020 1 January 2022*
-- IFRS 17 "Insurance Contracts", including amendments 1 January 2023*
-- Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of
Accounting Policies 1 January 2023*
-- Amendments to IAS 8: Definition of Accounting Estimates 1 January 2023*
-- Amendments to IAS 12: Deferred Tax Related to Assets and Liabilities
Arising from a Single Transaction 1 January 2023*
-- Amendments to IAS 1: Classification of Liabilities as Current or
Non-current 1 January 2024*
*Subject to UK endorsement
The Group expects that the adoption of the amendments and the
standard listed above will not have a significant impact on the
Group's results of operations and financial position in the period
of initial application.
The new standards and amendments to IFRS also had no impact on
the financial statements for neither the year ended 31 December
2021 nor the year ended 31 December 2020 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".
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.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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. Estimations used at year end are more fully disclosed
in Note 18. 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.
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.
Considerations and estimations used to determine the carrying
value at year end are more fully disclosed in Note 17.
Contracts are assessed on a contract-by-contract basis.
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's judgement is
that all its joint arrangements structured through separate
vehicles give it rights to the net assets and are therefore
classified as joint ventures.
SUBSIDIARY AND JOINT VENTURE INVESTMENTS
In arriving at the carrying value of investments in subsidiaries
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 UK adopted international
Accounting Standards.
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.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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
2021.
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. 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.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 JOINT VENTURES
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.
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.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 prior year (see note
24).
3 SEGMENTAL INFORMATION
OPERATING SEGMENTS
Equity Project Central
Year ended 31 Investments Investments costs Inter-company Total
December 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
COMPREHENSIVE
INCOME:
Net (loss)/gain
on
investments 3,368 (472) - - 2,896
Intercompany
sales - 46 - (46) -
Other income - 5,214 - - 5,214
Administrative
expenses (14) (332) (1,808) 46 (2,108)
Net finance
income/(cost) 100 (48) (1,839) - (1,787)
Profit/(loss)
on ordinary
activities
before
taxation 3,454 4,408 (3,647) - 4,215
Taxation - - (49) - (49)
Profit/(loss)
for the year
after
taxation 3,454 4,408 (3,696) - 4,166
FINANCIAL
POSITION:
Intangible
assets - 21 - - 21
Property, plant
and equipment - 19 - - 19
Deferred tax
asset - - 2,164 - 2,164
Investment in
joint
ventures - 2,873 - - 2,873
Other fixed
asset
investments 3,506 - 107 - 3,613
Royalties
receivable - 10,593 - - 10,593
Total
non-current
assets 3,506 13,506 2,271 - 19,283
Current assets 32,030 3,404 833 (3,111) 33,156
Current
liabilities (13) (3,230) (8,912) 3,111 (9,044)
Non-current
liabilities - (118) (4,455) - (4,573)
Net assets 35,523 13,562 (10,263) - 38,822
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 the current project located in Botswana.
Central costs comprise those corporate costs which cannot be
allocated directly to either operating segment and include office
rent, audit fees, AIM and ASX costs together with corporate
employees and Directors' remuneration relating to managing the
business as a whole.
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)
Profit/(loss)
for the year
before
taxation 3,907 2,228 (2,348) -- 3,787
Taxation -- -- -- -- --
Profit/(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
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
3 SEGMENTAL INFORMATION (continued)
GEOGRAPHICAL SEGMENTS
Year ended 31 December 2021
UK EMEA Asia-Pacific Australasia Americas Inter-company Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
COMPREHENSIVE
INCOME:
Net (loss)/gain
on investments 49 (472) - 3,545 (226) - 2,896
Intercompany
sales - - 46 - - (46) -
Other income - 5,214 - - - - 5,214
Administrative
expenses (1,644) (30) (298) (164) (18) 46 (2,108)
Net finance
income/(expense) 314 502 (528) (2,077) 2 - (1,787)
Profit/(loss) on
ordinary
activities
before taxation (1,281) 5,214 (780) 1,304 (242) - 4,215
Taxation (49) - - - - - (49)
Profit/(loss) for
the year after
taxation (1,330) 5,214 (780) 1,304 (242) - 4,166
FINANCIAL
POSITION:
Intangible assets - - 21 - - - 21
Property, plant
and equipment - - 19 - - - 19
Deferred tax
asset 2,164 - - - - - 2,164
Investment in
joint ventures - 2,873 - - - - 2,873
Other fixed asset
investments 107 - - 3506 - - 3,613
Royalties
receivable - 10,593 - - - - 10,593
Total non-current
assets 2,271 13,466 40 3,506 - - 19,283
Current assets 1,501 - 3,412 29,629 1,725 (3,111) 33,156
Current
liabilities (93) - (3,227) (8,835) - 3,111 (9,044)
Non-current
liabilities (2,213) - (117) (2,243) - - (4,573)
Net assets 1,466 13,466 108 22,057 1,725 - 38,822
GEOGRAPHICAL SEGMENTS
Year ended 31 December 2020
UK EMEA Asia-Pacific Australasia Americas Inter-company Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 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)
Profit/(loss) on
ordinary
activities
before taxation (1,446) 2,913 (349) 1,685 984 - 3,787
Taxation - - - - - - -
Profit/(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
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
4 MOVEMENT IN FAIR VALUE OF FAIR VALUE ACCOUNTED EQUITIES
2021 2020
GBP'000 GBP'000
Change in fair value of non-current asset investments
(note 16) 1,469 (1,058)
Change in fair value of current asset investments
(note 18) (1,618) 4,114
(149) 3,056
5 INVESTMENT INCOME
Investment income comprises dividends received.
6 OTHER INCOME
2021 2020
GBP'000 GBP'000
Revaluation of the A4 Dome uncapped net royalty receivable
initially recognized in 2020. (note 17). 5,214 3,638
7 OPERATING PROFIT
2021 2020
GBP'000 GBP'000
Profit from operations is arrived at after charging:
Wages and salaries (see note 8) 1,173 1,274
Share based payment expense -- options 86 482
Amortisation of intangible assets 4 4
Depreciation 9 7
During the year the Group obtained the following services from the Company's
auditor:
2021 2020
GBP'000 GBP'000
Fees payable to the Company's auditor for:
the audit of the Group's financial statements 45 47
tax services * 11 10
other assurance services 10 6
- Performed by Audit firm independent of the external
auditors
8 EMPLOYEE AND DIRECTORS' REMUNERATION
The expense recognised for employee benefits for continuing
operations is analysed below:
2021 2020
GBP'000 GBP'000
Short term employee benefits
(including Directors) 1,052 1,147
Pension costs 4 3
Social security costs 117 124
1,173 1,274
Share based remuneration 86 474
1,259 1,748
DIRECTORS' REMUNERATION
2021 2020
GBP'000 GBP'000
Remuneration 491 476
Consultancy fees - 65
Bonuses 280 232
Other benefits 11 10
782 783
Share based remuneration 49 352
831 1,135
Social security costs 90 84
921 1,219
Details of Directors' employment benefits expense are as
follows:
Consultancy Pension Other Total Total
Name of Remuneration fees Bonuses costs benefits 2021 2020
Director GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Charles
Hall 85 -- 50 -- 3 138 123
Michael
McNeilly 186 -- 150 - 3 339 339
Mark
Potter 150 -- 70 -- 5 225 205
Terry
Grammer -- - - -- -- - 65
Neville
Bergin 35 -- 10 -- -- 45 42
David
Wargo 35 -- -- -- -- 35 9
491 - 280 -- 11 782 783
Details of share options and warrants granted to Directors
during the year are given in note 25.
8 EMPLOYEE AND DIRECTORS' REMUNERATION (continued)
Average number of persons employed during the year:
2021 2020
Number Number
Project Investment operations 1 4
Office and management 7 10
8 14
Key management are the Directors of the Company.
9 FINANCE INCOME 2021 2020
GBP'000 GBP'000
Bank interest - 1
Accretion of discount on royalty's
receivable (see note 17) 467 27
Change in value of derivatives
held for financing - 46
467 74
10 FINANCE COSTS 2021 2020
GBP'000 GBP'000
Bank interest 485 91
Net change in value of derivatives and price resets
on loans held for 1,269 -
Foreign exchange losses 500 593
2,254 684
11 TAXATION
2021 2020
GBP'000 GBP'000
Current tax on income for the year - -
Deferred tax (49) -
Total tax charge for the year (49) -
The tax on the Groups on the Groups profit before tax differs
from the theoretical amount that would arise using the weighted
average rate applicable to the profits of the Group or Company as
follows:
2021 2020
Factors affecting the tax charge GBP'000 GBP'000
Profit/(loss) before tax 4,215 3,787
Profit before tax multiplied by rate of corporation
tax in the UK of 19% (2020: 19%) (801) (719)
Overseas profits/losses taxed at different rates (48) (3)
Changes in rate at which deferred tax is provided 103 106
Chargeable gains arising (514) (64)
Income not chargeable to tax 639 595
Expenses not allowable for tax (40) (150)
Other permanent timing differences - 6
Deferred tax gains and losses not recognized 612 229
Total tax (49) -
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 2020 - - -
Charge for the year - - -
At 31 December 2020 - - -
Adjustment for prior years 909 (909) -
Charge for the year 1,255 (1,304) (49)
At 31 December 2021 2,164 (2,213) (49)
12 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.
13 EARNINGSPER 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.
2021 2020
GBP'000 GBP'000
Earnings attributable to equity holders of the
Company:
Continuing and total operations 4,166 3,787
No of shares
Weighted average number of ordinary shares in
issue for basic earnings 160,776,895 152,736,655
Weighted average of exercisable share options
and warrants - 962,996
Weighted average number of ordinary shares in
issue for fully diluted earnings 160,776,895 153,699,651
No share options and warrants outstanding at 31 December 2021
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.
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.
2021 2020
Pence per Pence per
share share
Earnings per ordinary share - basic:
Continuing and total operations 2.59 2.48p
Earnings per ordinary share - fully diluted:
Continuing and total operations 2.59 2.46p
14 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 2021 2020
Company GBP'000 GBP'000
At 1 January 564 564
Increase in capital - --
At 31 December 564 564
15 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
2021 2020
Held
directly:
Boh Yai 89/2 Soi Thailand Thailand -%* -%*
Mining Rajvithee 2
Company Rajvithee
Ltd. Road Kwaeng
Samsen Nai
Khet
Payathai
Bangkok
10400
Thailand
Kalahari 25-29 UK UK 49%/49% 62.2% /
Metals Maddox 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 was 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 49% (2020:50%).
15 INVESTMENT IN JOINT VENTURES (continued)
Cost of
Group and Company investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2020 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
(Disposals)/Additions in the year (672) 840 168
Share of losses (493) -- (493)
At 31 December 2021 2,033 840 2,873
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.
Cost of
Boh Yai investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2020 731 -- 731
Write-off of investment (731) -- (731)
At 31 December 2020 - -- -
During the 2020 year the agreement with respect to Boh Yai joint
venture was terminated and the investment was written-off in
full.
Cost of
Kalahari Metals Limited investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2020 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
(Disposals)/Additions in the year (672) 840 168
Share of losses (493) -- (493)
At 31 December 2021 2,033 840 2,873
15 INVESTMENT IN JOINT VENTURES (continued)
The consolidated results and net assets of Kalahari Metals
Limited were as follows:
2021 2020
GBP'000 GBP'000
Revenue -- --
Impairment in carrying value of exploration licences (860)
Operating costs (149) (53)
Finance income/(expense) 13 13
Loss before taxation (996) (40)
Tax on loss on ordinary activities -- --
Loss for the year (996) (40)
2021 2020
GBP'000 GBP'000
Non-current assets 3,926 3,387
Non-current liabilities (1,719) -
Current assets - 308
Current liabilities (69) (64)
Net assets 2,138 3,631
16 OTHER NON-CURRENT ASSET INVESTMENTS
Year ended 31
December 2021 Equity Other fixed asset
Group and investments Derivatives investments Total
Company GBP'000 GBP'000 GBP'000 GBP'000
At 1 January --
at fair value 8,575 444 107 9,126
Transfer
(to)/from
current assets (5,919) 259 -- (5,660)
Acquisition -- - -- -
Movement in fair
value 1,469 (1,370) -- 99
Translation
differences - 48 - 48
At 31 December --
at fair value 4,125 (619) 107 3,613
Categorised as:
Level 1- Quoted
investments 4,125 -- -- 4,125
Level 3 --
Unquoted
investments -
Equity -- (619) 107 (512)
4,125 (619) 107 3,613
Other fixed
Year ended 31 Equity asset
December 2020 Group investments Derivatives investments Total
and 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
equity/derivatives -- 444 107 551
8,575 444 107 9,126
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.
16 OTHER NON-CURRENT ASSET INVESTMENTS (continued)
EQUITY INVESTMENTS
The investment held as non-current asset investments comprises
1,167,542 (2020: 2,842,667) 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 a portion of the Group's non-current
bank loans with maturity dates ranging from 18 May 2023 and 8
December 2023 (see note 22). 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 arrangements whereby it has:
1. obtained the right (but not the obligation) to sell 1,167,542 Sandfire
shares to the lender at the expiry of the loans on ranging between 18 May
2023 and 8 December 2023 at 80% of the reference price, reference prices
for the respective arrangements range between A$4.40 and A$5.95 with the
weighted average reference price being A$5.50 (subject to customary
adjustments) (the ""Reference Price"), and
2. granted the lender the right (but not the obligation) to buy 1,167,542
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
17 ROYALTIES RECEIVABLE
T3 A4 Total
Group and Company GBP'000 GBP'000 GBP'000
At 1 January 2020 1,236 - 1,236
Acquisitions in the year -- Other income - 3,638 3,638
Net accretion of discount on acquisition* 27 - 27
Translation effects (35) - (35)
At 31 December 2020 1,228 3,638 4,866
Net accretion of discount on acquisition* 74 393 467
Periodic revaluation- Other income - 5,214 5,214
Translation effects 13 33 46
At 31 December 2021 1,315 9,278 10,593
The T3 royalty receivable relates to the T3 project in Botswana
previously owned in the Metal Capital Ltd joint venture sold to MOD
in 2018 and ultimately Sandfire. The royalty is capped at US$2m and
is expected to result in a receipt thereof in the final Quarter of
2023.
The A4 royalty is an uncapped 2% net smelter royalty over the
any future production over the A4 deposit situated in Botswana and
owned by Sandfire. In initially assigning a value to the royalty in
2020, the Company relied inter alia on the announcement released by
Sandfire to the market on 1 December 2020.
The Company has again predominately relied on the announcement
released by Sandfire to the market on 2 September 2021, together
with other consensus information readily available in the market,
to determine the revised carrying value as of 31 December 2021.
The following table illustrates the key considerations and
assumptions the Group considered in determining the value of the
royalty by using the net present value of the cash flows expected
from the royalty as discounted, the key considerations
included.
2021 2020
GBP'000 GBP'000
Resource size MT 9,700,000 6,500,000
Resource Grade Copper 1.17% 1.54%
Copper Price US$/MT U$9,078 US$6,967
Mining recovery rate Copper 92.3% 92.1%
Concentrate recovery Copper 92.2% 92.2%
Cash flow commencement date,
in equal parts over the
duration 4(th) Quarter 2023 1(st) Quarter. 2023
Discount rate 7% 10%
The following table illustrates the sensitivity of the net value
of the A4 royalty, to changes to the material valuation
components:
2021 2020
CHANGE IN EQUITY GBP'000 GBP'000
5% Increase in Resource size 462 182
5% Decrease in Resource size (462) (182)
5% Increase in medium term copper price 462 182
5% Decrease in medium term copper price (462) (182)
Cash flow commencement date 1 year earlier 606 364
Cash flow commencement date 1 year later (606) (364)
18 CURRENT ASSET INVESTMENTS
2021 2020
Group and Group and
Company Company
GBP'000 GBP'000
At 1 January -- investments at fair value 20,768 18,029
Acquisitions 18,676 7,219
Disposal proceeds (13,434) (5,013)
Transfes from/(to) non-current assets 5,660 (4,326)
Gain on disposal of investments 1,979 745
Movement in fair value of investments (1,618) 4,114
At 31 December -- investments at fair
value 32,031 20,768
Categorised as:
Level 1 -- Quoted investments 31,262 19,817
Level 3 -- Unquoted - equity 212 241
Level 3 -- Unquoted -- share
warrants/derivatives 557 710
32,031 20,768
Included as part of the current asset investments are 1,675,125
(2020: Nil) ordinary shares in the capital of Sandfire Resources NL
("Sandfire") which is traded on the Australian ASX market. This
portion of the investment is held as security, via a stock lending
arrangement, for a portion of the Group's current bank loan with
maturity date on 16 December 2022 (see note 22). 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
falling due with twelve months of the year end date, the Company
has entered a put/call arrangements whereby it has:
1. obtained the right (but not the obligation) to sell 1,675,125 Sandfire
shares to the lender at the expiry of the loan on 16 December 2022 at 80%
of the reference price of A$6.10 (subject to customary adjustments) (the
""Reference Price"), and
2. granted the lender the right (but not the obligation) to buy 1,675,125
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.
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 16.
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:
2021 2020
Group and Company Group and Company
GBP'000 GBP'000
At 1 January 951 654
Purchases 572 613
Transfer to Level 1/from
non-current assets (259) (443)
Disposal proceeds (184) (245)
Warrants exercised - (83)
Loss on disposal of
investments (42) (140)
Movement in fair value (269) 595
At 31 December 769 951
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 49%
and 142% depending on the investment (2020: 79% to 201%). A 20%
increase in the volatility estimate would result in a GBP133,000
increase in the fair value (2020: GBP98,000) and a 20% decrease
would result in a GBP131,000 decrease in fair value (2020:
GBP106,000).
TRADE AND OTHER
19 RECEIVABLES
2021 2021 2020 2020
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Tax and social security 159 -- 173 --
Other receivables 48 31 45 27
Prepayments and accrued income 270 168 356 305
477 199 574 332
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.
20 CASH AND CASH EQUIVALENTS
2021 2021 2020 2020
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Cash at investment brokers 168 168 110 110
Cash at bank 480 467 348 320
648 635 458 430
The fair value of cash and cash equivalents is considered by the
Directors not to be materially different to carrying amounts.
21 TRADE AND OTHER PAYABLES
2021 2021 2020 2020
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Trade payables 36 38 55 55
Tax and social security 24 24 38 38
Other payables 58 43 43 30
Accrued charges 194 139 190 171
312 244 326 294
The fair value of trade and other payables is considered by the
Directors not to be materially different to carrying amounts.
22 LOANS AND BORROWINGS
2021 2021 2020 2020
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Current liabilities 8,732 8,686 52 --
Non-current liabilities 2,242 2,242 7,051 7,051
10,974 10.928 7,103 7,051
CURRENT LIABILITES -- Loans and borrowings
2021 2021 2020 2030
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 52 - 54 --
Net cash flows from financing
activities 4,829 4,829 - -
Drawn down in the year 4,829 4,829 - -
Repayments in the period - - - -
Transfer to current liabilities --
Loans and borrowings 3,853 3,853 - -
Translation differences* (2) 4 (2) -
At 31 December 8,732 8,686 52 -
*non - cash flow
The Company has secured loans in aggregate of A$11,351,476, of
which A$7,174,560 is falling due within 12 months of the year end
and included in current liabilities 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.
Also included in the amount owing above is a loan amounting to
A$9,000,000 (2020: Nil) which is secured by a collateral agreement
over 4,714,286 (2020: Nil) shares in the capital of Sandfire and
attracts interest at 10% per annum. The agreement does provide for
the ability to sell down the collateral shares provided that any
proceeds thereof are applied in the first instance to the amount
outstanding, to the extent the cover ratio remains no less than
2.5x, post the liquidation, after which the residual proceeds will
be released to the company.
The loan is repayable in full on 4 October 2022, with the
Company having the option to extend the repayment date to 4 October
2023 at a fee of 1.5% of the then outstanding commitment.
NON-CURRENT LIABILITES -- Loans and borrowings
2021 2021 2020 2020
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 7,051 7,051 4,331 4,331
Net cash flows from financing
activities (618) (618) 2,375 2,375
Drawn down in the year - - 2,620 2,620
Repayments in the period (618) (618) (245) (245)
Transfer to current liabilities --
Loans and borrowings (3,853) (3,853) - -
Translation differences* (338) (338) 345 345
At 31 December 2,242 2,242 7,051 7,051
22 LOANS AND BORROWINGS (continued)
*non - cash flow
The Company has secured loans in aggregate of A$11,351,476, of
which A$4,176,916 is falling due in tranches commencing 18 May 2023
through to 8 December 2023, 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 16.
23 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.
24 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
2020 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 13,513,514 14 - 2,645
Warrant
exercised 2,598,437 3 - 529
Share issue
expenses - - 4 (301)
At 31 December
2021 169,423,576 170 4 15,704
SHARE ISSUES
As announced on the 26 July 2021, pursuant to existing capacity
from its Annual General Meeting, and further to it the authority
granted to the company by way of a General Meeting resolution on 19
September the company issued an aggregate of 13,513,514 new
ordinary shares .
The following issues of ordinary shares of 0.01p took place in
the 2021 financial year:
Issue price Number Amount gross
Date (p) issued GBP'000
6 August 2021 Placing 19.67 * 10,810,811 2,127
24 September
2021 Placing 19.67 * 2,702,703 532
Exercise of
Various dates warrants 20.45** 2,598,437 532
Total issued for cash 16,111,951 3,191
* p equivalent
**Average price.
During the 2020 financial year and specifically 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.
Details of warrants issued with the placing are given in note
25.
SHARE BUY-BACKS
During the year, there were no share buy-backs (2020:31,379,310)
ordinary shares at a total cost of Nil (2020: GBP423,000) under a
general authority and in pursuance to the announced buy-back
programme. All the share repurchases were cancelled on 17 January
2020.
25 SHARE OPTIONS AND WARRANTS
SHARE OPTIONS
2021 2020
Weighted
average Weighted average
exercise price exercise price
Number (p) Number (p)
At 1 January 15,500,000 40.93 134,500,000 43.6
Issued in year - - 4,700,000 27.5
Cancelled or
expired in
year - - (2,600,000) 30.9
Consolidation - - (121,050,000) -
At 31 December 15,550,000 40.93 15,550,000 40.93
Exercisable at
31 December 13,370,968 43.12 12,874,194 43.72
Average life 2.89 years 3.89 years
remaining at 31
December
There were no options issued/amended during the year.
The following options were issued/amended under the Company's
share option schemes during the comparative 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
25 SHARE OPTIONS AND WARRANTS (continued)
Options outstanding to Directors at 31 December 2021 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 -- - --
30 750,000 - 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 - - -
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
10,350,000 - 10,350,000
The total share based payment expense recognised in the income
statement for the year ended 31 December 2021 in respect of options
granted was GBP86,000 (2020: GBP482,000).
25 SHARE OPTIONS AND WARRANTS (continued)
PLACING WARRANTS
2021 2020
Weighted Weighted
average average
exercise price exercise price
Number (p) Number (p)
At 1 January 51,196,433 45.32 523,004,274 45.97
Issued in year
(see below) 1,000,000 30.00 - -
Exercised in
year (2,598,437) 20.45 (1,103,967) 20
Expired in year (31,946,330) 41.028 - -
Consolidation - - (470,703,874) -
At 31 December 17,651,666 57.476 51,196,433 45.324
Exercisable at
31 December 17,651,666 57.476 51,196,433 45.324
Average life 0.452 years 0.77 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.
The warrants issued during 2021 year were in connection with the
placings of the Company's ordinary shares as detailed in note 24
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 advisory services
Grant date 20 July 2021
Share price at date of grant 23.50p
Exercise price per share 30.00p*
No. of warrants granted 1,000,000
Risk free rate 1%
Expected volatility 64%
Life of warrant 3 years
Calculated fair value per share warrant 8.4p
*equivalent at time of grant
There were no warrants issued during the 2020 financial
year.
26 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 17 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 22).
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:
2021 2020
GBP'000 GBP'000
Trade and other receivables 48 44
Cash and cash equivalents 648 458
696 502
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 (2020:Nil). 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:
2021 2020
GBP'000 GBP'000
Trade and other payables due in 6 months or less 118 136
Related party creditors due in 6 months or less - 306
Loan repayable on demand 46 52
Loan repayable between 0-1 year 8,686 -
Loan repayable between 1- 2 years 2,242 4,429
Loans repayable between in 2 years and more - 2,623
Total contractual cash flows 11,092 7,546
26 FINANCIAL INSTRUMENTS (continued)
As set out in notes 16 and 22, the loans repayable during the
ensuing year together with the loans payable thereafter are either
secured by quoted equity investment held by the Company and pricing
risk is partially protected by means of a derivative cap/collar, or
by means of adequate collateral coverage.
Equity investments included in current assets comprising
predominately of liquid listed shares amount to GBP32,031,000. The
cover ratio of 3.6 times is deemed more than sufficient in the
circumstances by the Directors.
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 GBP3,538,000 (2020: GBP2,839,000).
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:
2021 2020
CHANGE IN EQUITY GBP'000 GBP'000
5% Increase in A$ fx rate against GBP 1,121 998
5% Decrease in A$ fx rate against GBP (1,121) (998)
5% Increase in US$ fx rate against GBP 667 382
5% Decrease in US$ fx rate against GBP (667) (382)
5% Increase in C$ fx rate against GBP 87 104
5% Decrease in C$ fx rate against GBP (87) (104)
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.
26 FINANCIAL INSTRUMENTS (continued)
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 2021
Current assets Non-current assets
and liabilities and liabilities Total
GBP'000 GBP'000 GBP'000
FINANCIAL ASSETS HELD AT
AMORTISED COST
Cash and bank balances 648 -- 648
Loans and receivables 208 -- 208
FINANCIAL ASSETS HELD AT
FAIR VALUE
Royalties receivable -- 10,593 10,593
Other non-current asset
investments -- 107 107
Equity investments
accounted for under fair
value 32,031 3,506 35,537
FINANCIAL LIABILITIES
HELD AT AMORTISED COST
Trade and other payables 118 -- 118
Trade and other payables
-- amounts due to
related companies - -- -
Loans and borrowings 8,732 2,242 10,974
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 -- 218
FINANCIAL ASSETS HELD
AT FAIR VALUE
Royalties receivable -- 4,866 4,866
Derivatives -- 444 444
Other non-current asset
investments -- 107 107
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 52 7,051 7,105
27 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 8. 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
2021 or 31 December 2020.
The following amounts were owed by the Group to Directors at the
year end in respect of expenses and outstanding salaries:
2021 2020
GBP'000 GBP'000
Charles Hall - -
Michael McNeilly - -
Mark Potter - --
Neville Bergin 3 3
David Wargo 3 9
PARENT COMPANY TRANSACTIONS WITH SUBSIDIARIES
The Company charged Metal Tiger Exploration and Mining Co. Ltd.
GBP42,000 (2020: GBP89,000) during the year in respect of fees for
consultancy services and for travel and similar costs incurred in
respect of their operations and GBP24,000 (2020: GBP11,000) 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 Company at
December 2021 31 December 2020
Subsidiary GBP'000 GBP'000
KEMCO Mining plc - --
Metal Tiger Exploration and
Mining Co. Ltd. 1,405 1,133
Metal Tiger IHQ Co. Ltd. 1,343 1,773
Metal Group Co. Ltd. 343 343
Metal Tiger Resources Co. Ltd. 20 36
Metal Tiger Australia Pty
Limited - --
3,111 3,285
The Company was charged GBP45,000 (2020: GBP30,000 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.
27 RELATED PARTY TRANSACTIONS (continued)
PARENT COMPANY TRANSACTIONS WITH ASSOCIATES AND JOINT
VENTURES
Details of transactions with associates and joint ventures are
given in notes 14 and 15 respectively.
2021 2020
Company and Group GBP'000 GBP'000
Amounts owing to/(due by) the Company and Group at 31
December:
Kalahari Metals Limited 840 (306)
The amount owing to represented amounts relating to the
investment made during the year which has been included as part of
the investment in joint ventures reflecting the substance of the
loan.
28 POST YEAR EVENTS
UKRAINE CONFLICT
The situation with respect to Ukraine has affected market
sentiment and increased volatility in particular to the carrying
value of some of the listed equity investments. The future
responses of international governments and duration of the conflict
are currently not known. The Board of Directors continues to
monitor this situation, but future actions and policy changes could
further affect the valuation of in particular the Company's listed
equity investments. Given the nature of the assets the realisation
and settlement of its assets and liabilities should not be affected
and consequently the Board does not consider the effects thereof to
impact the Going Concern assumption.
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 16 May 2022 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
30 March 2022
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 16 May 2022 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 12
May 2022
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 2021
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 Mr Neville Bergin who
being eligible, offers himself for re-election.
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 GBP300.,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 GBP300,000 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.
Resolution 6 - Approval of 7.1A Mandate
Resolution 6 seeks Shareholder approval by way of special
resolution for the Company to have the additional 10% placement
capacity provided for in ASX Listing Rule 7.1A to issue Equity
Securities without Shareholder approval (in addition to the
existing 15% placement capacity under ASX Listing rule 7.1). If
Resolution 6 is passed, the Company will be able to issue Equity
Securities up to the combined 25% limit in ASX Listing Rules 7.1
and 7.1A without any further Shareholder approval.
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 12 May 2022 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 (if applicable), 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 169,423,576 shares as at 29 March
2022.
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 16 May 2022 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 4 will be proposed
as ordinary resolutions and Resolutions 5 and 6 as a special
resolutions:
ORDINARY RESOLUTIONS
Resolution 1 To receive and consider the financial statements
for the period ended 31 December 2021 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 Neville Bergin r 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 GBP300,000 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 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
b. (otherwise than pursuant to sub paragraph (a) above) up to an
aggregate nominal amount of GBP300,000 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.
Resolution 6 That, for the purposes of ASX Listing Rule 7.1A and
for all other purposes, approval is given for the Company to issue
up to that number of Equity Securities equal to 10% of the issued
capital of the Company at the time of issue (in addition to the
existing 15% placement capacity under ASX Listing rule 7.1),
calculated in accordance with the formula prescribed in ASX Listing
Rule 7.1A.2 and otherwise on the terms and conditions set out in
the Explanatory Statement.
BY ORDER OF THE BOARD
Adrian Bock
Company Secretary
30 March 2022
Registered office:
Weston Farm House
Weston Down Lane
Weston Colley
Hampshire
SO21 3AG
Explanatory Statement - Resolution 6 - Approval of 7.1A
Mandate
Broadly speaking, and subject to a number of exceptions, ASX
Listing Rule 7.1 limits the amount of Equity Securities that a
listed company can issue without the approval of its shareholders
over any 12 month period to 15% of the fully paid ordinary
securities it had on issue at the start of that period. However,
under ASX Listing Rule 7.1A, an eligible entity may seek
shareholder approval by way of a special resolution passed at its
Annual General Meeting to increase this 15% limit by an extra 10%
to 25% (7.1A Mandate).
An 'eligible entity' means an entity which is not included in
the S&P/ASX 300 Index and has a market capitalisation of
$300,000,000 or less. The Company is an eligible entity for these
purposes. As at the date of this notice, the Company is an eligible
entity as it is not included in the S&P/ASX 300 Index and has a
current market capitalisation of AUD$67.76 million (based on the
number of Ordinary Shares on issue and the closing price of the
Ordinary Shares on the ASX on 30 March 2022).
Resolution 6 seeks Shareholder approval by way of special
resolution for the Company to have the additional 10% placement
capacity provided for in ASX Listing Rule 7.1A to issue Equity
Securities without Shareholder approval (in addition to the
existing 15% placement capacity under ASX Listing rule 7.1). If
Resolution 6 is passed, the Company will be able to issue Equity
Securities up to the combined 25% limit in ASX Listing Rules 7.1
and 7.1A without any further Shareholder approval.
If Resolution 6 is not passed, the Company will not be able to
access the additional 10% capacity to issue Equity Securities
without Shareholder approval under ASX Listing Rule 7.1A, and will
remain subject to the 15% limit on issuing Equity Securities
without Shareholder approval set out in ASX Listing Rule 7.1.
Technical information required by ASX Listing Rule 7.1A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the
information below is provided in relation to Resolution 6:
1. Period for which the 7.1A Mandate is valid
The 7.1A Mandate will commence on the date of the Annual General
Meeting and expire on the first to occur of the following:
1. the date that is 12 months after the date of this Annual General Meeting;
2. the time and date of the Company's next Annual General Meeting; and
3. the time and date of approval by Shareholders of any transaction under
ASX Listing Rule 11.1.2 (a significant change in the nature or scale of
activities) or ASX Listing Rule 11.2 (disposal of the main undertaking).
1. Minimum price
Any Equity Securities issued under the 7.1A Mandate must be in
an existing quoted class of Equity Securities and be issued at a
minimum price of 75% of the volume weighted average price of Equity
Securities in that class, calculated over the 15 trading days on
which trades in that class were recorded immediately before:
1. the date on which the price at which the Equity Securities are to be
issued is agreed by the entity and the recipient of the Equity
Securities; or
2. if the Equity Securities are not issued within 10 trading days of the
date in paragraph (b)(i) above, the date on which the Equity Securities
are issued.
1. Use of funds raised under the 7.1A Mandate
The Company may issue Equity Securities under the 7.1A Mandate
for a cash consideration only in which case the Company intends to
use funds raised for ongoing operating activities.
1. Risk of Economic and Voting Dilution
Any issue of Equity Securities under the 7.1A Mandate will
dilute the interests of Shareholders who do not receive any
Ordinary Shares under the issue. If Resolution 6 is approved by
Shareholders and the Company issues the maximum number of Equity
Securities available under the 7.1A Mandate, the economic and
voting dilution of existing Ordinary Shares would be as shown in
the table below.
The table below shows the dilution of existing Shareholders
calculated in accordance with the formula outlined in ASX Listing
Rule 7.1A.2, on the basis of the closing market price of Shares and
the number of Equity Securities on issue or proposed to be issued
as at 30 March 2022. The table also shows the voting dilution
impact where the number of Ordinary Shares on issue changes and the
economic dilution where there are changes in the issue price of
Ordinary Shares issued under the 7.1A Mandate.
Dilution
Number of Shares on Issue Shares Issue Price
(Variable (A in Listing Rule issued -
7.1A.2) 10% voting
dilution
AUD$0.200 AUD$0.400 AUD$0.600
50% decrease Issue Price 50% increase
Funds Raised
Current 169,423,576 16,942,357 AUD$3,388,471 AUD$6,776,942 AUD$10,165,414
Ordinary Ordinary
Shares Shares
50% increase 254,135,364 25,413,536 AUD$5,082,707 AUD$10,165,414 AUD$15,248,121
Ordinary Ordinary
Shares Shares
100% increase 338,847,152 33,884,715 AUD$6,776,943 AUD$13,553,886 AUD$20,330,829
Ordinary Ordinary
Shares Shares
*The number of Ordinary Shares on issue (Variable A in the
formula) could increase as a result of the issue of Ordinary Shares
that do not require Shareholder approval (such as under a pro- rata
rights issue or scrip issued under a takeover offer) or that are
issued with Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
1. There are currently 169,423,576 Ordinary Shares on issue.
2. The issue price set out above is the closing market price of
the Shares on the ASX on 30 March 2022 (being AUD$0.400).
3. The Company issues the maximum possible number of Equity
Securities under the 7.1A Mandate.
4. The Company has not issued any Equity Securities in the 12
months prior to the Annual General Meeting that were not issued
under an exception in Listing Rule 7.2 or with approval under
Listing Rule 7.1.
5. The issue of Equity Securities under the 7.1A Mandate
consists only of Ordinary Shares. It is assumed that no Options are
exercised into Shares before the date of issue of the Equity
Securities. If the issue of Equity Securities includes quoted
Options, it is assumed that those quoted Options are exercised into
Shares for the purpose of calculating the voting dilution effect on
existing Shareholders.
6. The calculations above do not show the dilution that any one
particular Shareholder will be subject to. All Shareholders should
consider the dilution caused to their own shareholding depending on
their specific circumstances.
7. This table does not set out any dilution pursuant to
approvals under Listing Rule 7.1 unless otherwise disclosed.
8. The 10% voting dilution reflects the aggregate percentage
dilution against the issued share capital at the time of issue.
This is why the voting dilution is shown in each example as
10%.
9. The table does not show an example of dilution that may be
caused to a particular Shareholder by reason of placements under
the 7.1A Mandate, based on that Shareholder's holding at the date
of the Annual General Meeting.
Shareholders should note that there is a risk that:
1. the market price for the Company's Ordinary Shares may be significantly
lower on the issue date than on the date of the Annual General Meeting;
and
2. the Ordinary Shares may be issued at a price that is at a discount to the
market price for those Ordinary Shares on the date of issue.
1. Allocation policy under the 7.1A Mandate
The recipients of the Equity Securities to be issued under the
7.1A Mandate have not yet been determined. However, the recipients
of Equity Securities could consist of current Shareholders or new
investors (or both). In the event the recipients of the Equity
Securities to be issued under the 7.1A Mandate will be a related
party, any issue of, or agreement to issue, Equity Securities to
them will require a separate shareholder approval under ASX Listing
Rule 10.11 unless the issue or agreement falls within an exception
in Listing Rule 10.12.
The Company will determine the recipients at the time of the
issue under the 7.1A Mandate, having regard to the following
factors:
1. the purpose of the issue;
2. alternative methods for raising funds available to the Company at that
time, including, but not limited to, an entitlement issue, share purchase
plan, placement or other offer where existing Shareholders may
participate;
3. the effect of the issue of the Equity Securities on the control of the
Company;
4. the circumstances of the Company, including, but not limited to, the
financial position and solvency of the Company;
5. prevailing market conditions; and
6. advice from corporate, financial and broking advisers (if applicable).
1. Previous approval under ASX Listing Rule 7.1A
The Company has not previously obtained approval from its
Shareholders pursuant to ASX Listing Rule 7.1A.
Voting Exclusion Statement
As at the date of this Notice, the Company is not proposing to
make an issue of Equity Securities under ASX Listing Rule 7.1A.
Accordingly, a voting exclusion statement is not included in this
Notice.
Notes:
Appointment of proxies (for CDI holders please see note 12)
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 12 May 2022 (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 30 March 2022, being the last practicable date before
dispatch of this notice, the Company's issued share capital
comprised 169,423,576 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 30 March 2021 is 169,423,576
12. CDI Voting Instruction Form - Holder of CDIs on the
Australian CDI Register Voting
Holders of CDIs are invited to attend the meeting. CDI Holders
may complete, sign and return the enclosed CDI voting instruction
form to:
By mail: Metal Tiger plc
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
By fax: +61 2 9287 0309
In person: Link Market Services Limited*
Parramatta Square, Level 22 680, Tower 6, 10 Darcy Street,
Parramatta, NSW 2150
Online: www.linkmarketservices.com.au
*during business hours Monday to Friday (9:00am - 5:00pm) and
subject to public health orders and restrictions
Holders of CDIs on the Australian CDI registry may only vote by
directing CHESS Depository Nominees Pty Ltd (CDN) (the Depository
Nominee in respect of the CDIs) to cast proxy votes in the manner
directed in the CDI voting instruction form enclosed.
The CDI voting instruction form needs to be received at the
address shown on the form no later than 10 a.m. WST on Thursday 12
May 2022. Any CDI voting instruction form received after that time
will not be valid for the Meeting.
1. Corporate representatives
Any shareholder which is a corporation can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a shareholder, provided that they do not do so in
relation to the same shares.
Definitions
The following definitions apply throughout this document unless
the context otherwise requires:
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange plc from
time to time.
ASX Listing Rules the Rules for entities listed on the
Australian Securities Exchange.
ASX Australian Securities Exchange.
Board Board of Directors of the Company.
CDI Holder holder of CDIs.
CDI CHESS Depository Interest(s).
CHESS means the Clearing House Electronic
Sub-Register System operated by ASX
Settlement.
Companies Act the UK Companies Act 2006 as amended
from time to time.
Company Metal Tiger plc, a public limited
company incorporated in England and
Wales with registered number 04196004
and whose registered address is at
Weston Farm House, Weston Down Lane,
Weston Colley, Winchester, UK, SO21
3AG
Company's Registrar Link Group.
CREST the UK-based system for the paperless
settlement of trades in listed
securities, of which Euroclear is the
operator.
CREST Manual the manual, as amended from time to
time, produced by Euroclear describing
the CREST system and supplied by
Euroclear to users and participants
thereof.
CREST Proxy Instruction a properly authenticated CREST message
appointing and instructing a proxy to
attend and vote in place of a
Shareholder at the Annual General
Meeting and containing the information
required to be contained in the CREST
Manual.
Euroclear Euroclear UK & Ireland Limited, the
operator of CREST.
Form of Proxy a paper form of proxy for use at the
Annual General Meeting is available on
application from Link Group whose
address is in the Notes at the end of
this document.
Link Asset Services/Link Market Link Market Services Limited (trading
Services as Link Group) a private limited
company with registered number
02605568, whose registered office is
at 10th Floor, Central Square, 29
Wellington Street, Leeds, LS1 4DL.for
the UK register and Level 12, 250 St
Georges Terrace, Perth WA 6000 for the
Australian register.
Notice of Annual General Meeting or the notice of the Annual General
Notice Meeting contained in this document.
Ordinary Shares ordinary shares of 169,423,576 of
0.01p each in the capital of the
Company.
Shareholder holder of ordinary shares.
UK or United Kingdom the United Kingdom of Great Britain
and Northern Ireland.
All times referred to are London time unless otherwise
stated.
All references to legislation in this document are to the
legislation of England and Wales unless the contrary is indicated.
Any reference to any provision of any legislation shall include any
amendment, modification re-enactment or extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
Dated: 30 March 2022
View source version on businesswire.com:
https://www.businesswire.com/news/home/20220331005636/en/
CONTACT:
Metal Tiger plc
SOURCE: Metal Tiger plc
Copyright Business Wire 2022
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