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Investment in Kibo Mining and MOU

RNS Number : 6714X
Metal Tiger PLC
21 November 2014
 



Metal Tiger plc

("Metal Tiger" or the "Company")

 

Memorandum of Understanding on Prospective Uranium Properties

Metal Tiger plc becomes a significant shareholder in Kibo Mining plc through £150,000 equity investment

 

In line with the Company's investing policy and strategic update announced on 24 July 2014, Metal Tiger Plc (LON: MTR), the AIM listed natural resources investing company, is pleased to announce that it has entered into a Memorandum of Understanding for a 50/50 Joint Venture with Kibo Mining plc ("Kibo") on its uranium-prospective portfolio in Tanzania, together with an equity investment of £150,000 to become a significant shareholder in Kibo.

 

Metal Tiger's CEO, Cameron Parry, commented: "Metal Tiger is pleased to enter into a commercial relationship with Kibo Mining Plc and invest £150,000 of existing cash resources into Kibo.  We look forward to working with their management team under the proposed Joint Venture as outlined in our Memorandum of Understanding. The 50/50 Joint Venture will provide Metal Tiger with the opportunity to add value to, and benefit from, Kibo's sites with prospectivity for uranium - a strategic metal that the Board of Metal Tiger believes should increase in value over the next three years in line with increasing global demand.  Through its equity shareholding in Kibo, Metal Tiger will achieve exposure to the near-production stage of the mining cycle phase via Kibo's near-production coal project, as well as gaining exposure to the potential of Kibo's gold assets in Tanzania."

 

Kibo and Metal Tiger entered into a Memorandum of Understanding ("MOU") on 21 November 2014 for a 50/50 Joint Venture ("JV") with regard to Kibo's Uranium-prospective portfolio of exploration rights in the southern western corner of Tanzania.  The portfolio consists of 43 licences, offers, applications and tenders with a combined surface area of 9,033 square kilometres (the "Pinewood Portfolio"). 

 

Under the MOU Metal Tiger has 90 days to complete its due diligence process and within which period the parties are to complete and sign a binding JV agreement.  The terms of the MOU would see Metal Tiger pay for the ongoing licence renewal fees and other maintenance costs for a minimum of 12 months (estimated to be approximately US$100,000 p.a.) and up to a maximum of 3 years within which timeframe Metal Tiger is to expend a total of US$800,000 on project costs (including licence renewal fees) and an agreed exploration work program, to maintain its 50% interest in the JV.  Should Metal Tiger expend less than a total of US$800,000 whilst  maintaining the Pinewood Portfolio licences, but not less than US$300,000 then Metal Tiger's 50% interest in the JV will revert to a 10% free carry on the Pinewood Portfolio.  Should Metal expend less than $300,000 in total then Metal Tiger's total interest in the JV shall revert to Kibo.

 

Concurrently Metal Tiger has agreed to acquire 10,000,000 new ordinary shares in Kibo (the "Subscription Shares") at a price per share of 1.5p per Subscription Share ("the Subscription").  Metal Tiger has invested a total of £150,000 into Kibo to be funded from the Company's existing cash resources.  Following completion of the Subscription, Metal Tiger will become a significant shareholder in Kibo with a beneficial interest in 3.67% of Kibo's issued share capital.  An application will be made by Kibo for the Subscription Shares to be admitted to trading on AIM following receipt of the subscription monies.  The subscription monies are due to be received by 20 December 2014.

 

As part of the transaction Kibo will also issue Metal Tiger with warrants over 10,000,000 new ordinary shares in Kibo, exercisable within a three-year term at an exercise price of 3p each.

 

 

 

Key Terms of the Memorandum of Understanding

 

Following completion of the 90 day due diligence period and the parties entering into the JV agreement as outlined in the MOU, the parties are to operate under a 50/50 Joint Venture of the uranium prospective properties that form the Pinewood Portfolio, as follows:

 

·     Metal Tiger is to acquire 50% of Kibo Uranium Limited ("KB Uranium"), a 100% wholly owned subsidiary of Kibo Mining plc, that owns the Pinewood Portfolio for a consideration of £1.

 

·     Metal Tiger is to meet the expenses in relation to the licence renewal fees and other maintenance costs of the Pinewood Portfolio for a minimum of 1 year (estimated to be approximately $100,000) and up to a maximum of 3 years.

 

·     Metal Tiger is to expend the first US$800,000 under the JV in expenses and exploration relating to the Pinewood Portfolio, at which point costs moving forward are shared 50/50 between the parties.

 

·     Should Metal Tiger elect to not continue with the JV after the minimum term of one year, or fail to expend US$100,000 by the first anniversary of the JV, or should Metal Tiger fail to expend the full expenditure by the third anniversary of the JV then:

 

if less than US$300,000 of the agreed expenditure, the 50% interest in the JV owned by Metal Tiger shall revert back to KB Uranium subject to them exercising a claw-back option;

 

if greater than $300,000 of agreed expenditure, KB Uranium shall have the right to exercise the claw-back option in respect of Metal Tiger's interest in KB Uranium however Metal Tiger shall retain a 10% free carry in the Pinewood Portfolio.

 

·     At any time following the first anniversary of the JV, on not less than 90 days notice to Kibo, Metal Tiger may elect to cease sole funding of the JV expenditure.

 

The acquisition by Metal Tiger of the interest in KB Uranium is conditional, inter alia, on:

 

(i)  by not later than 20 February 2015 Metal Tiger conducting, and confirming in writing that it is satisfied (at its sole discretion) with the results of the legal, financial and technical due diligence investigations to be undertaken by Metal Tiger in relation to the Pinewood Properties and KB Uranium; and

 

(ii)  Kibo and KB Uranium procuring all necessary consents from the regulatory authorities in Tanzania.

 

Uranium Prospective Joint Venture Areas - Pinewood Portfolio

 

A wholly owned subsidiary of Kibo Uranium Limited, itself a wholly owned subsidiary of Kibo Mining Plc (LON: KIBO), owns a portfolio of Uranium prospective assets licences for exploration in Tanzania (collectively the "Pinewood Portfolio").

 

The Pinewood Portfolio of exploration licences is located in the southern western corner of Tanzania, between the regional capitals of Iranga, Mbeya and Songea.  The portfolio consists of 43 licences, offers, applications and tenders with a combined surface area of approximately 9,033 square kilometres.

 

 

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

 

Cameron Parry

(CEO)

 

 

Tel: +44 (0)207 099 0738

Paul Johnson

(Non-Executive Director)

 

 

Tel: +44 (0)7766 465 617

Nick Athanas

Alex Price

 

Allenby Capital Limited

(Nominated Adviser)

Tel: +44 (0) 20 3328 5656

Nick Emerson

Andy Thacker

 

SI Capital Limited

(Sole Broker)

Tel: +44 (0)1483 413 500

 


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