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Collaboration with ECR Minerals plc

RNS Number : 6887M
Metal Tiger PLC
22 January 2016

Metal Tiger Plc

22 January 2016

Metal Tiger Plc

("Metal Tiger" or the "Company")



Collaboration with ECR Minerals plc


Metal Tiger plc the London Stock Exchange AIM listed investor in strategic natural resource opportunities is pleased to announce a collaboration with ECR Minerals plc (LON:ECR) in respect of the potential utilisation and value crystallisation of a A$66m tax loss held within ECR's wholly owned subsidiary Mercator Gold Australia Pty Ltd.




·    ECR's Australian subsidiary Mercator Gold Australia Pty Ltd ("MGA") has a A$66 million tax loss;

·    MTR has concluded an agreement with ECR and MGA to assist with the identification of an opportunity to utilise the loss and generate a cash return, to sell ECR's shares in MGA, or to enter into any other transaction in relation to MGA;

·    Should MTR introduce such an opportunity or transaction it will be entitled to a 25% conditional fee determined on the basis set out below.



Cameron Parry, Metal Tiger CEO commented: "Metal Tiger is pleased to announce this collaboration with ECR Minerals to identify suitable opportunities to assist ECR in the crystallisation of value from the substantial tax loss held within its wholly owned subsidiary Mercator Gold Australia. 


Within Metal Tiger's board we have experience in the handling of complex company tax structures with the Australian Tax Office and commensurate with that experience have access to leading local advisors to help identify and if possible facilitate the use of the losses held by Mercator Gold Australia.


In addition to taxation experience and connections, Metal Tiger has the Australian network to provide a wide range of opportunities for tax loss utilisation, whether that is the identification of a suitable profit generating project that could consume the tax losses over time, or a transaction of another kind.


More importantly, this collaboration demonstrates the flexible manner in which the Metal Tiger team can apply its experience and know-how to open up new avenues of earnings potential."



Facilitation Agreement


Accordingly, MGA, ECR and MTR have entered into a facilitation agreement (the "Agreement") which provides as follows:


1.   In the event that MTR introduces a business opportunity to MGA and MGA proceeds to generate profits from such opportunity, MTR shall receive from MGA a fee (the "Introducer's Fee") equal to 25% of the tax which would have been payable by MGA in respect of the profits generated by such activity if not for the availability of some or all of the Tax Losses (only to apply to Tax Losses which have arisen prior to the date of the Agreement, and no fee to be payable in the event that none of the Tax Losses are ultimately available to reduce the taxable profits of MGA).


2.   The Introducer's Fee, if due, shall be payable in respect of each tax year at the time the relevant tax return for the year is no longer open for enquiry, under ordinary circumstances, by the Australian Tax Office (ATO).  Currently, such a tax return would be open for enquiry, under ordinary circumstances, for four years from the date of lodgement.


3.   Neither ECR nor MGA nor any other person:

§ makes any warranty or representation, nor gives any assurance whatsoever that the Tax Losses will ultimately be available, in whole or in part, to reduce any future taxable profits of MGA, nor that any taxable profits will in fact arise;

§ shall be obliged to take, or refrain from taking, any action to ensure that the Tax Losses will ultimately be available, in whole or in part, to reduce any future taxable profits of MGA;

§ accepts any liability whatsoever to any person in respect of efforts made by MTR or any other person to identify a business opportunity for MGA, except as expressly stated in the Agreement;

§ shall be under obligation to proceed with any business opportunity or potential transaction which may be introduced by MTR or any other person.


4.   In the event MTR introduces a person willing to purchase some or all of ECR's shares in MGA, or a person willing to enter into a transaction of any other nature in relation to MGA, and in the event such a sale or other transaction is agreed and completed, ECR and/or MGA (as may be applicable) shall pay to MTR 25% of any consideration for the sale or other transaction as and when such consideration is actually received by ECR and/or MGA (as may be applicable). 


5.   The Agreement may be terminated by any party hereto upon 14 days' notice in writing to the other parties.  Termination shall have no effect on any applicable payment(s) as and when due to MTR under the Agreement, and should MGA or ECR, as the case may be, enter into a sale agreement or other transaction of any nature with a party introduced by MTR as contemplated in clauses 1 and 4 of the Agreement, within two years of termination, then applicable payment(s) to MTR shall apply as and when due as though the Agreement was not terminated at the time the sale or transaction was entered into and/or completed with the party introduced by MTR.




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


Cameron Parry (CEO)

Tel: +44 (0)207 099 0738

Paul Johnson (Executive Director)

Tel: +44 (0)7766 465 617

Sean Wyndham-Quin

Neil Baldwin

Nick Emerson

Andy Thacker

Spark Advisory Partners Limited

(Nominated Adviser)

SI Capital

(Sole Broker)


Tel: +44 (0) 2033 683 555


Tel: +44 (0) 1483 413 500

Notes to Editors:


Metal Tiger plc is a natural resources focused investing company quoted on the London Stock Exchange AIM Market ("AIM") with the trading code MTR and two investment divisions, Direct Projects and Direct Equities. 


The Direct Projects division invests in mineral exploration projects operated by trusted partners on the ground.  Projects are selected for their strategic significant in terms of commodity, location and commerciality factors.  Key strategic investments to date include Spanish Gold & Tungsten, Thai Gold, Copper & Antimony, and Botswanan Copper & Silver. 


The Direct Equities division invests in quoted natural resource explorers and developers, with a combination of shares and warrants and seeks generate trading profits for reinvestment into the Direct Projects division.


Metal Tiger'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.

This information is provided by RNS
The company news service from the London Stock Exchange