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Metal Tiger plc - Term Sheet Signed with Sprott Private Wealth LP for £3.0 Million Financing

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“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.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.”

Metal Tiger Plc

("Metal Tiger" or the "Company")

Term Sheet Signed with Sprott Private Wealth LP for £3.0 million financing

Metal Tiger (LON: MTR), the natural resources investing company is pleased to announce that it has signed a term sheet and engagement letter with Sprott Private Wealth LP (“Sprott”) as exclusive agent for and on behalf of Metal Tiger plc, as part of a £3 million private placement (the “Offering”). The net proceeds from the Offering will be used to fund Metal Tiger’s portion of its commitment to 2017 budget for its Joint Venture (“JV”) project with partners MOD Resources (ASX:MOD) in the Kalahari Copper Belt in Botswana (30% Metal Tiger / 70% MOD Resources) as well as for working capital and general corporate purposes.

Shareholders should note that the Offering is conditional on certain conditions being met before the closing date of 17 April 2017 (“the Closing Date”). If these conditions are not met by the Closing Date, the Offering may not occur and Metal Tiger may not raise the £3m. The Closing Date may be changed upon mutual agreement of Sprott and Metal Tiger.

Terms of the Offering:

  • 100,000,000 units of the Company (the “Units”) at a fixed price of £0.03 per unit (£3,000,000).
  • Institutional investors are expected to subscribe for the majority of the placing and the Offering will close at 4pm EST on the date of this announcement. Metal Tiger may at its discretion, should the Offering be oversubscribed, elect to accept a larger fundraise than £3,000,000.
  • The closing date of the fundraising is expected to be on or around the 17 April 2017 and will be subject to certain conditions highlighted below (the “Closing Conditions”).
  • Each Unit will consist of one ordinary share in the capital of the Company (an “Ordinary Share”) and one Ordinary Share purchase warrant (“Warrant”).
  • Each Warrant will be transferable and entitle the holder to acquire one Ordinary Share (a “Warrant Share”) for five years from the Closing Date at a price of £0.06.
  • Metal Tiger will pay a 6% commission on Units placed by Sprott.
  • On the Closing Date, or on the admission date of shares trading to AIM, the Company shall issue to Sprott the number of non-transferable common share purchase warrants (“Finder Warrants”) that equals 3.0% of the Units placed by Sprott. Each Finder Warrant permits the purchase of one Warrant Share for five years from the Closing Date at a price of £0.03 per unit.
  • The Offering jurisdictions for this Offering will be all of the provinces of Canada pursuant to available private placement exemptions, such offshore jurisdictions as may be agreed to between the Company and Sprott Private Wealth LP and in the United States on a private placement basis only under Regulation D, Rule 144A or Regulation S of the United States Securities Act of 1933, as amended, or other available registration exemptions in the United States; 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). The Offering will also be conditional upon regulatory approvals.
  • Upon completion of due diligence; which the Directors of Metal Tiger believe should be approximately a two week process, Metal Tiger will enter into an agency agreement with Sprott and Sprott’s and Metal Tiger’s respective legal counsel will draft a suitable subscription agreement for the placees that have taken book orders with Sprott.

Michael McNeilly, Chief Executive Officer of Metal Tiger plc commented: “We are extremely pleased to have attracted the attention of Sprott. Sprott Private Wealth LP and its affiliates, one of the leading North American natural resources investors, have recognised the exceptional quality of the T3 copper discovery in Metal Tiger’s Joint Venture with MOD Resources, as well as the highly prospective exploration potential of our other JV exploration licences. With this capital raise, we will be in a strong position to advance the T3 exploration and feasibility study programme with MOD Resources during 2017, and I look forward to providing our shareholders with further updates on progress.”

A further announcement will be made in due course.

For further information on the Company, visit: www.metaltigerplc.com:

Michael McNeilly(Chief Executive Officer)     Tel: +44(0)20 7099 0738
Keith Springall (Finance Director & Company Secretary) Tel: +44 (0)207099 0738
Sean Wyndham-Quin

Neil Baldwin

Spark Advisory Partners Limited

(Nominated Adviser)

Tel: +44 (0) 2033 683 555

 

www.sparkadvisorypartners.com

Nick Emerson

Andy Thacker

SI Capital

(Joint Broker)

Tel: +44 (0)1483 413 500
Andrew Monk

Andrew Raca

VSA Capital Limited

(Joint Broker)

Tel: +44 (0)20 3005 5000
Gordon Poole

James Crothers

Camarco

(Financial PR)

Tel: +44 (0)203 757 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 Metal Tiger the Company has tungsten and gold interests in the highly mineralised Extremadura region. In Thailand Metal Tiger has expanding interests over 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.