Not for distribution to United States newswire services or dissemination in the United States
Metal Tiger Plc
(“Metal Tiger” or the “Company”)
Placing of £3.45 million and minimum offering of approximately £1.15 million to clients and affiliates of the Sprott Group of Companies
Metal Tiger (LON: MTR), the natural resources investing company, is pleased to announce a placing (the “Placing”) with UK institutional and high net worth investors at a price of 2.8p per share to raise gross proceeds for the company of circa £3.45 million.
The Company is further pleased to announce that it will complete a non-brokered private placement with certain affiliates and clients of the Sprott Group of Companies (“Sprott”) for a minimum of £1.148 million (the “Sprott Offering”), on the same terms as the Placing.
The gross proceeds of the Placing and the Sprott Offering (together, the “Fundraising”) will total a minimum gross proceeds of £4.6m, and will be used to fund Metal Tiger’s portion of its commitment to its Joint Venture project with partners MOD Resources Limited (ASX:MOD) in the Kalahari Copper Belt in Botswana (30% Metal Tiger / 70% MOD Resources), to finance possible further investment in Kalahari Metals Limited (“KML”) in the same region, as well as for working capital and general corporate purposes.
Shareholders should note that the Sprott Offering is conditional on certain conditions being met before the closing date of 31 August 2018 (the “Closing Date”). If these conditions are not met by the Closing Date, the Sprott Offering may not occur and Metal Tiger may not raise the minimum £1.148 million. The Closing Date for the Sprott Offering may be changed upon the mutual agreement of Sprott and Metal Tiger.
Highlights of the Placing:
- Placing of 123,216,595 new ordinary shares in Metal Tiger at a placing price of 2.8p per ordinary share (the “Placing Shares”) raising gross proceeds of approximately £3.45 million.
- Issue of 123,216,595 warrants to subscribe for 123,216,595 new ordinary shares in Metal Tiger at an exercise price of 5p per warrant, within a 3year exercise period from the date of admission of the shares to trading (“Warrants”).
- Placing taken place at a circa 17% discount to the previous day closing price.
- Placing undertaken with new and existing Metal Tiger shareholders.
- Funding to augment existing underlying working capital underpinning the Company’s joint ventures in its Metal Projects division, with a specific focus on the Company’s Botswanan exploration projects.
Michael McNeilly Chief Executive Officer of Metal Tiger commented:
“We are very pleased with the level of support from both UK and international investors in this fundraising. Sprott continue to support Metal Tiger, which is demonstrable of their belief in the Company and its investments. For investors wanting exposure to the highly prospective Kalahari copper belt in Botswana, Metal Tiger offers a unique way of gaining de-risked exposure in early and later stage development projects. This investment will allow the Company to further cement its position on the belt as we continue to deliver value to our shareholders.
I would like to thank all those existing and new investors who participated and we look forward to continuing to execute our strategy of investing in exciting companies and projects where significant value exists for our shareholders.”
Terms of the Sprott Offering:
- Issue of 41,000,000 new shares of the Company at a fixed price of 2.8p per share
- Issue of 41,000,000 warrants to subscribe for 41,000,000 new ordinary shares in Metal Tiger at an exercise price of 5p per warrant, within a 3 year exercise period
- Metal Tiger may at its discretion, should the Sprott Offering be oversubscribed, elect to accept a larger fundraise than £1,148,000
- The closing date of the Sprott Offering is expected to be on or around the 31 August 2018 and will be subject to certain conditions highlighted below (the “Closing Conditions”)
- The Sprott Offering will be completed to accredited investors (as defined in National Instrument 45-106 Prospectus Exemptions) in all provinces of Canada, to accredited investors (as defined in section 501(a) of Regulation D in the United States) pursuant to an exemption from the registration requirements of Regulation D of the United States Securities Act of 1933, as amended (the “1933 Act”), and, with the consent of the Company, to suitable investors in other eligible foreign jurisdictions (other than Canada and the United States) pursuant to applicable private placement exemptions under applicable securities laws in such jurisdictions; provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction and the Company does not become subject to continuous disclosure obligations in such jurisdiction
- The Offering is contingent upon the Closing Conditions being satisfactory results of corporate due diligence on Metal Tiger including favourable legal opinions of counsel to Metal Tiger in connection with corporate, securities and title matters (including a title opinion in respect of Metal Tiger’s material mineral properties on which the proceeds of the Offering are planned to be expended) as well as the execution of a Finder’s Agreement between the Company and certain affiliates of Sprott. The Offering will also be conditional upon regulatory and AIM approvals
A total of 123,216,595 Placing Shares are expected to be admitted to trading on or around 13 August 2018.
Following the issue of the Placing Shares, the number of ordinary shares in issue in the Company will increase to 1,254,173,209. For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules ("DTRs"), the issued ordinary share capital of Metal Tiger following this allotment consists of 1,254,173,209 ordinary shares with voting rights attached (one vote per share). There are no shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, Metal Tiger under the DTRs.
For further information on the Company, visit: www.metaltigerplc.com:
Chief Executive Officer
(Metal Tiger plc)
|Tel: +44 (0)20 7099 0738|
Chief Investment Officer
(Metal Tiger plc)
|Tel: +44 (0)20 7099 0738|
RFC Ambrian Ltd
|Tel: +44 (0)20 3440 6800|
RFC Ambrian Ltd
|Tel: +44 (0)20 3440 6800|
|Tel: +44 (0)1483 413 500|
|Tel: +44 (0)20 3757 4980|
Notes to Editors:
Metal Tiger plc is listed on the London Stock Exchange AIM Market (“AIM”) with the trading code MTR and invests in high potential mineral projects with a precious and strategic metals focus. The Company’s target is to deliver a very high return for shareholders by investing in significantly undervalued and/or high potential opportunities in the mineral exploration and development sector timed to coincide, where possible, with a cyclical recovery in the exploration and mining markets. The Company’s key strategic objective is to ensure the distribution to shareholders of major returns achieved from disposals. Metal Tiger’s Metal Projects Division is focused on the development of its key project interests in Botswana, Spain and Thailand. In Botswana, Metal Tiger has a growing interest in the large and highly prospective Kalahari copper/silver belt. In Spain, the Company has tungsten and gold interests in the highly-mineralised Extremadura region. In Thailand, Metal Tiger has interests in two potentially near-production stage silver/lead/zinc mines as well as licences, applications and critical historical data covering antimony, copper, gold, silver, lead and zinc opportunities. The Company has access to a diverse pipeline of new opportunities focused on the natural resource sector including physical resource projects, new natural resource centred technologies and resource sector related fintech opportunities. Pipeline projects deemed commercially viable may be undertaken by Metal Tiger or by an AIM or NEX Exchange (formerly ISDX) partner with whom the Company is engaged.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.