TIDMMTR
16 June 2022
Metal Tiger plc
("Metal Tiger" or the "Company")
Disposal of Interest in Kalahari Metals Limited
Metal Tiger plc (AIM: MTR, ASX: MTR), the AIM and ASX listed
investor in natural resource opportunities, is pleased to announce
that it has entered into a Share Purchase Deed with Cobre Limited
(ASX: CBE) to sell up to all of its 49% interest in Kalahari Metals
Limited ("KML") (the "Transaction"). Cobre Limited currently holds
a 51% interest in KML, via its wholly owned subsidiary, Cobre
Kalahari Pty Ltd.
Highlights:
-- Cobre (or its nominee) will acquire 24.5% of the shares in KML from Metal
Tiger (increasing its interest to 75.5%) for total cash consideration of
GBP750,000 (the "Initial Acquisition") expected to be payable in
September 2022, which MTR will use for general working capital purposes;
-- Metal Tiger will grant Cobre a call option for it or its nominee to
acquire the remaining 24.5% of Metal Tiger's shares in KML, exercisable
for either GBP750,000 cash or the equivalent in Cobre shares (based on a
90-trading day VWAP), (the "Call Option") at the sole election of Cobre,
providing Cobre a pathway to 100% ownership of KML;
-- The Call Option will lapse 12 months after completion of the Initial
Acquisition, and if not exercised by Cobre, Metal Tiger will remain a
24.5% shareholder in KML; and
-- Metal Tiger will retain certain rights in KML until such time as the Call
Option has been exercised.
Conditions:
The Transaction, including the Initial Acquisition, is subject
to the following conditions:
-- Cobre shareholder approval to the Transaction for the purposes of ASX
Listing Rule 10.1 and item 7 of section 611 of the Corporations Act 2001
(Cth), to be sought at a general meeting of Cobre shareholders
anticipated to be held in late August 2022;
-- an Independent Expert Report concluding that the Transaction is fair and
reasonable to Cobre's shareholders;
-- no legal or government agency restraints preventing the Transaction; and
-- the obtaining of any required approvals to the Transaction by government
agencies in Botswana.
A further update on the satisfaction of these conditions will be
provided in due course.
Transaction summary:
The parties have agreed to temporarily amend the terms of the
existing Shareholders Deed and Loan Agreements between Kalahari
Metals Limited, Metal Tiger plc, Cobre Limited and Cobre Kalahari
Pty Ltd. For the period until the earlier of termination of the
Transaction, or 12 months following completion of the Initial
Acquisition:
-- Cobre Kalahari Pty Ltd will have sole control regarding the adoption,
approval and variation of KML's Business Plan and Budget, and KML's
activities will be conducted in accordance with that Business Plan and
Budget;
-- MTR waives its rights and is released from its obligations in relation to
the Business Plan and Budget;
-- Cobre Kalahari will be solely responsible for contributing any capital
and funding requirements of the Company pursuant to the Business Plan and
Budget, and any such funding during the initial 12-month period will be
provided in a manner that is non-dilutive to Metal Tiger's interest and
will not otherwise impact the Shareholders Deed;
-- Metal Tiger's two nominee Directors will resign from the Board of KML
effective immediately, and Metal Tiger will waive the right to appoint
Directors;
-- Certain KML board matters will continue to require approval by Metal
Tiger (or its representatives) on the basis that Metal Tiger will have
voting power equivalent to two directors (with Cobre representatives
constituting the remaining two directors) in considering such matters;
-- In the event that the Call Option is not exercised before its expiry, the
parties will promptly amend the Shareholders Deed to restore MTR's rights
(including board representation rights), protections and obligations to
the equivalent of those which it held as a 49% shareholder in KML prior
to completion of the Initial Acquisition;
-- Cobre undertakes not to change, or seek to change in any way whatsoever,
the Group's accounting policy or practice during the 2022 and 2023
Financial Years; and
-- In the event that MTR receives shares by way of consideration, these will
be managed alongside its existing investment in the company.
Shareholder Loans:
As at the date of [ ], Metal Tiger currently has circa US$1.3m
in outstanding Shareholder Loans to Kalahari Metals Limited. The
Loan Agreement has been amended such that, on completion of the
Initial Acquisition, Cobre will guarantee KML's obligation to repay
the outstanding Shareholder Loans, plus any interest accruing at a
rate of 7% per annum. The Shareholder Loan is for a 5-year period
with an automatic extension for an additional 5 years in the event
that no JORC Resource Declaration over any of KML's tenements (or
indeed by a third-party in the event of a Farm-in) has been made
within the initial 5-year period. The Loan can be repaid in cash or
shares at any time by Cobre Limited, at Cobre's sole election, and
is only required to be repaid early if certain exit events occur
(being a JORC Resource Declaration, the occurrence of mining
production, an IPO of KML, Cobre's disposal of 75% or more of it
shares in KML, an Asset Sale, or a Change of Control of Cobre
Limited). The Shareholder Loan may be repaid in cash or in Cobre
shares, based on a 90-trading day VWAP.
A link to Cobre's announcement released today is set out
below:
https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02532143-2A1379439?access_token=83ff96335c2d45a094df02a206a39ff4
Michael McNeilly, Chief Executive Officer of Metal Tiger,
commented:
"Since our initial investment in KML, we have seen significant
exploration activity across the business, increasing our
understanding of their licenses. With our 21% shareholding in Cobre
we will still be involved in the KML story where we continue to
firmly believe in the potential for Copper-Silver discoveries in
Botswana and look forward to facilitating the next stage in the
Company's development through this deal.
"Whether or not Cobre elects to acquire the entirety of Metal
Tiger's KML shareholding this deal marks the end of Metal Tiger's
project investment division, and the company will no longer
consider joint ventures as part of its strategy. By no longer
needing to be committed to funding a project which requires monthly
cash calls the company will free up resources to implement
operational improvements to optimise the assessment and management
of potential and existing investments. This transition amongst
other corporate strategies which are in the process of either being
implemented or evaluated will allow the company to operate more
efficiently, improve the investment story and create a platform
from which the team can focus on substantially growing the
company's net assets. We are excited by the transition this deal
allows for the business and we will update shareholders on further
progress across the business at the appropriate time."
Project Background
Kalahari Metals Limited, which was incorporated in England &
Wales on 3 May 2017, holds interests in twelve highly prospective
exploration licences covering a total area of 8,595km(2) in the
Kalahari Copper Belt of Botswana, comprising two 100% owned
exploration licences, five exploration licences subject to a
binding earn-in agreement with Triprop Holdings (Pty) Limited
(includes the Ngami Copper Project), and five exploration licences
held by 100% owned subsidiary, Kitlanya Limited.
Metal Tiger holds a 2% net smelter royalty over all KML's wholly
owned licences, being seven licences covering, in aggregate,
6,650km(2) (together, the "Royalties") and the main areas. The five
exploration licences owned by Triprop Holdings (Pty) Limited (in
which KML has a 51% interest) do not form part of the
Royalties.
For the year ended 31 December 2021, KML reported net loss of
GBP996,000 and net assets of GBP2,138,000.
Further details are available under the Project Investments
section of the Company's website at:
https://www.metaltigerplc.com/portfolio/project-investments/kalahari-metals.
Qualified Person's Statement
The technical information contained in this announcement has
been read and approved by Mr Nick O'Reilly (MSc, DIC, MIMMM,
MAusIMM, FGS), who is a qualified geologist and acts as the
Qualified Person under the AIM Rules - Note for Mining and Oil
& Gas Companies. Mr O'Reilly is a Principal consultant working
for Mining Analyst Consulting Ltd which has been retained by Metal
Tiger PLC to provide technical support.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as
it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended).
For further information on the Company, visit:
https://www.metaltigerplc.com/
Enquiries:
Michael McNeilly (Chief Executive Officer) Tel: +44 (0)20 7099 0738
Mark Potter (Chief Investment Officer)
James Dance Strand Hanson Limited Tel +44 (0)20 7409 3494
James Harris (Nominated Adviser)
Robert Collins
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.
The Company actively assesses new investment opportunities on an
on-going basis and has access to a diverse pipeline of new
opportunities in the natural resources and mining sectors. For
pipeline opportunities deemed sufficiently attractive, Metal Tiger
may invest in the project or entity by buying publicly listed
shares, by financing privately and/or by entering into a joint
venture.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20220616005426/en/
CONTACT:
Metal Tiger plc
SOURCE: Metal Tiger plc
Copyright Business Wire 2022
(END) Dow Jones Newswires
June 16, 2022 03:06 ET (07:06 GMT)
Metal Tiger (LSE:MTR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Metal Tiger (LSE:MTR)
Historical Stock Chart
From Jul 2023 to Jul 2024