Completion of Sale of T3 Project
Metal Tiger Plc
16 November 2018
Metal Tiger Plc
(“Metal Tiger” or the “Company”)
Completion of Sale of T3 Project and creation of New Exploration Joint Venture with MOD Resources
Metal Tiger plc (AIM:MTR), the London Stock Exchange AIM listed investor in strategic natural resource opportunities, is pleased to announce that, further to its announcements of 18 July 2018 and 1 November 2018, both MOD Resources Limited (“MOD”) and Metal Tiger have agreed to waive the only remaining condition precedent to enable completion of the sale of the Company’s interest in the T3 Project, being the approval of the transfer of the remaining 10 exploration licences held by the existing joint venture arrangement between the parties to Tshukudu Exploration (Pty) Ltd (“Tshukudu Exploration”), a new joint venture (“New JV”) company held by MOD (70%) and Metal Tiger (30%).
Eight of the 18 exploration licences have already been transferred to the New JV with the remaining 10 exploration licences currently being held in trust for the benefit of the New JV until such time as they are transferred to Tshukudu Exploration following receipt of the requisite Ministerial approval in Botswana. The remaining licence, PL190/2008, which includes the T3 Project, will be held on trust for Tshukudu Exploration, and all areas excluding the T3 Project will form part of the New JV.
Accordingly, the sale of the T3 Project and the creation of the New JV, as detailed in the announcement of 18 July 2018, has completed in full.
As a result, Metal Tiger has been issued with 17,090,000 MOD shares (the “Consideration Shares”), and 40,673,566 unquoted options with a nil exercise price and expiring on 15 November 2021 (the “Options”) (together with the Consideration Shares, the “MOD Securities”). Following the issue of the Consideration Shares, Metal Tiger will be interested in 31,064,220 MOD shares, representing 12.5% of MOD’s then enlarged share capital. Metal Tiger is restricted from disposing of any of the Consideration Shares, as well as any MOD shares issued pursuant to the conversion of the Options, for a period of 12 months from completion.
The Options represent approximately 16% of MOD’s enlarged share capital (as enlarged by the Consideration Shares) and will reduce the impact of any dilution of Metal Tiger’s shareholding in MOD as a result of any future MOD equity issuance or any sale of shares by Metal Tiger. As previously announced, Metal Tiger may exercise the Options by converting them into one MOD share each, provided Metal Tiger owns equal to or less than 12.5% of MOD after completing such conversion. The MOD Securities represent, in aggregate, approximately 25% of MOD’s diluted share capital (as enlarged by the Consideration Shares) assuming only exercise of the Options and, on this look-through basis, taken with its 30% interest, this would give Metal Tiger an effective 47% interest in the New JV.
Whilst the aggregate number of MOD Securities issued to Metal Tiger remains the same, the proportion of Consideration Shares to Options has been amended to ensure that the Company does not own more than 12.5% of MOD’s issued share capital following Metal Tiger’s on-market purchase of 94,178 MOD shares, as announced on 10 September 2018. All other terms and conditions of the transaction remain the same, including the right of Metal Tiger to appoint a nominee to the MOD Board whilst the Company owns at least 10% of MOD. Accordingly, Metal Tiger is pleased to announce that Michael McNeilly has been appointed to the Board of MOD as a nominee of Metal Tiger, with immediate effect.
Michael McNeilly, Chief Executive Officer of Metal Tiger, commented:
“We are very pleased to have completed this landmark transaction with MOD. This deal demonstrates Metal Tiger’s ability to create significant shareholder value through its investment strategy, having achieved a significant uplift in the value of its investment in the T3 Project which has been used to further enhance our already strong balance sheet.
We believe that this transaction represents an exceptional outcome for both MOD and Metal Tiger shareholders and completion sees Metal Tiger becoming MOD’s largest shareholder. In addition to this, following completion, MOD now has the flexibility, through 100% ownership of the T3 Project, to maximise the benefits of available financing options relating to the T3 project.
Through its increased interest in MOD and the New JV, the transaction places Metal Tiger in a strong position to benefit from the underexplored, district scale potential of the Kalahari Copper Belt. I look forward to working with the experienced team at MOD as they look to become a mid-tier copper producer.”
This announcement coincides with an update released today by MOD which can be viewed through the following link:
For further information on the Company, visit: www.metaltigerplc.com:
|Michael McNeilly||(Chief Executive Officer)||Tel: +44 (0)20 7099 0738|
|Mark Potter||(Chief Investment Officer)|
| Richard Tulloch |
|Strand Hanson Limited (Nominated Adviser)||Tel +44 (0)20 7409 3494|
|Nick Emerson||SI Capital (Broker)||Tel: +44 (0)1483 413 500|
| Gordon Poole |
|Camarco (Financial PR)||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 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. The Company’s key strategic objective is to ensure the distribution to shareholders of major returns achieved from disposals. Metal Tiger has two investment divisions, Direct Equities and Direct Projects.
The Direct Equities division invests in undervalued natural resource companies listed on AIM, the ASX and the TSX. Through the trading of equities and warrants, Metal Tiger seeks to generate cash for investment in the Direct Projects division.
Metal Tiger’s Direct Projects division is focused on the development of its key project interests in Botswana, Spain and Thailand. In Botswana, Metal Tiger, through its 12.5% interest in MOD Resources Limited and related JV, 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 lead/zinc/silver mines as well as licences, applications and critical historical data covering antimony, copper, gold, lead, zinc and silver opportunities.
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.
Background information on the T3 Project
The T3 Project is located on the Kalahari Copper Belt in northern Botswana and is a Copper/Silver Project. T3 is located within the central part of the T3 Dome Complex (approximately 1,000 km2), which is the focus of rapidly increasing exploration activity undertaken by MOD. Two significant resources have been discovered to date within the T3 Dome: T1 (Mahumo deposit 100% MOD) and T3 (100% MOD).
The T3 Deposit was discovered in March 2016 when a reverse circulation (“RC”) drill hole intersected 52m @ 2.0% Cu and 32g/t Ag from shallow depth. The maiden T3 JORC (2012) compliant Mineral Resource Estimate was announced on 26 September 2016 with the first Resource upgrade announced on 24 August 2017. The results of a Scoping Study for an open pit mine at T3 with a 2Mtpa processing plant, an indicative mine life of 10 years and an average production rate of 21,800tpa of copper and 665,000oz pa of silver was released on 6 December 2016. Work on a Pre-Feasibility Study (PFS) commenced in January 2017 and additional deeper copper mineralisation was discovered below the T3 Resource in February 2017.
The Phase 2 drilling at the T3 Copper/Silver Deposit commenced on 7 August 2017, with approval granted for the recommencement of both diamond core (“DC”) and RC drilling at the T3 Project and its vicinity, through to December 2018 (which has subsequently been extended to December 2020). This included 90 DC drill holes designed to infill the Resource and test for possible extensions. The objective of the infill programme is to increase geological confidence and upgrade categorisation of the T3 Resource. The programme also included grid drilling to investigate the potential for an underground Resource down-dip and along strike from the planned open-pit, and to investigate geophysical targets. Drilling approval has been granted for the wider T3 Dome with the acceptance of the T3 Dome EMP announced on 3 April 2018.
The results of the T3 Open Pit Pre-Feasibility Study were announced on 31 January 2018; the revised and upgraded T3 Copper/Silver Deposit Mineral Resource Estimate was announced on 2 July 2018; and a Resource re-classification announced on 16 July 2018.
The T3 Open Pit Feasibility Study, towards a decision to mine, is currently underway.
Metal Tiger plc