METAL TIGER PLC
26 February 2015
Metal Tiger plc
("Metal Tiger" or the "Company")
Gold Joint Venture Commenced
On 19 January 2015, Metal Tiger Plc (LON: MTR) announced that it had entered into a Memorandum of Understanding for a 50/50 Joint Venture with Kibo Mining plc ("Kibo") on its Morogoro South gold-prospective exploration portfolio in Tanzania ("Morogoro Portfolio") wholly owned by Kibo Jubilee Ltd ("KB Jubilee"). As part of the JV Metal Tiger was to receive warrants for 10,000,000 new ordinary shares in Kibo, exercisable within a three-year term and subject to two exercise price increases, the first to apply if Kibo shares trade at 18p or higher for 15 consecutive days.
· Due diligence complete and Joint Venture Activities commenced with first funds paid
· Metal Tiger holds 50% of the Morogoro Porfolio
· Portfolio consists of 18 licences, offers, applications and tenders with a combined surface area of approximately 1,411 square kilometres in Tanzania.
· Kibo to issue warrants to Metal Tiger for 10 million new ordinary shares in Kibo at an exercise price of 9p exercisable within a three-year term and subject to two exercise price increases, the first to apply if Kibo shares trade at 18p or higher for 15 consecutive days.
Metal Tiger is pleased to announce that it has now commenced activities under the JV with Kibo on the Morogoro Portfolio. Metal Tiger has transferred the first tranche of funds to cater for the ongoing licence fees and maintenance costs and Metal Tiger has been issued with new ordinary shares in KB Jubilee so that the Company now holds 50% of KB Jubilee representing Metal Tiger's stake in the 50/50 joint venture of the Morogoro Porfolio.
Metal Tiger's CEO, Cameron Parry, commented: "Metal Tiger is pleased to further strengthen and diversify its Direct Project Investment Division through the acquisition of this enticing Tanzanian gold interest which it is able to maintain through existing cash resources. We are also pleased to add to our working relationship with Kibo Mining, with whom Metal Tiger is currently in a Joint Venture with in regards to the Pinewood Uranium project."
This transaction provides Metal Tiger, already a notifiable shareholder in Kibo through its Direct Equity Investment division, with the potential upside of warrants for an additional 10 million ordinary shares in Kibo Mining Plc.
We look forward to updating the market in relation to other Direct Project Investments soon."
As part of the JV commencing, Kibo will 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 9p each but subject to a mechanism to increase the warrant exercise price in the event Kibo's share price trades at a significant premium as follows:
· In the event that Kibo's listed closing mid-market share price on the AIM market of the London Stock Exchange ("AIM") exceeds 18 pence (£0.18) per share for a consecutive period of 15 days in which AIM is open, then the exercise price of any unexercised warrants shall increase from 9 pence (£0.09) to 14.5 pence (£0.145);
· In the event that Kibo's listed closing mid-market share price on AIM exceeds 27 pence (£0.27) per share for a consecutive period of 15 days in which AIM is open, then the exercise price of any unexercised warrants shall increase to 19 pence (£0.19).
Gold Prospective Joint Venture Areas - Morogoro South
Kibo Jubilee Limited, now a 50% owned subsidiary of Kibo Mining Plc, and 50% owned subsidiary of Metal Tiger, owns a portfolio of gold prospective asset licences for exploration in Tanzania (collectively the "Morogoro South Portfolio").
The Morogoro South Portfolio of exploration licences is located in the emerging goldfield of the Morogoro-Dodoma-Handeni region within a 90 kilometre radius of the city of Morogoro, Tanzania. The portfolio consists of 18 licences, offers, applications and tenders with a combined surface area of approximately 1,411 square kilometres.
Key Terms of the Joint Venture
Following completion of the due diligence period, the parties are now operating under a 50/50 Joint Venture of the gold-prospective properties that form the Morogoro South Portfolio, as follows:
· Kibo Jubilee Limited ("KB Jubilee"), 50% owned by Kibo Mining Plc and 50% owned by Metal Tiger, owns the Morogoro South Portfolio.
· Metal Tiger has commenced meeting the expenses in relation to the licence renewal fees and other maintenance costs of the Morogoro South Portfolio and will continue to do so 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 Morogoro South 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:
o 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 Jubilee subject to them exercising a claw-back option;
o if greater than $300,000 of agreed expenditure, Kibo shall have the right to exercise the claw-back option in respect of Metal Tiger's interest in KB Jubiliee however Metal Tiger shall retain a 10% free carry in the Morogoro South 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.
For further information on the Company, visit: www.metaltigerplc.com:
Tel: +44 (0)207 099 0738
Tel: +44 (0)7766 465 617
Spark Advisory Partners Limited
Tel: +44 (0) 2033 683 555
SI Capital Limited
Tel: +44 (0) 1483 413 500
This information is provided by RNS