Metal Tiger plc (LON:MTR), the London Stock Exchange AIM listed investor in natural resource opportunities, is pleased to announce that, further to the Company’s announcement of 17 December 2019, it has entered into a further equity derivative collar financing arrangement with the Lender pursuant to the Umbrella Facility.
The Further Financing Arrangement is secured over, in aggregate, 328,798 Sandfire Shares held by Metal Tiger, representing approximately 0.18% of Sandfire’s issued share capital.
Under the terms of the Further Financing Agreement Metal Tiger has:
- entered into a stock lending arrangement with the Lender, pursuant to which the Lender (or an affiliate of the Lender) can borrow up to, in aggregate, 328,798 Sandfire Shares from Metal Tiger;
- obtained the right (but not the obligation) to sell 63,045 and/or 265,753 Sandfire Shares to the Lender in three years’ time at 80% of the reference price, being A$4.40 and A$4.45 respectively (subject to customary adjustments);
- granted the Lender the right (but not the obligation) to buy 63,045 and/or 265,753 Sandfire Shares from Metal Tiger in three years’ time at an agreed premium of 145% of the respective Reference Price; and
- borrowed, in aggregate, A$1,168,000 from the Lender secured on the combination of the above with a maturity date of 18 May 2023.
The company has the right to elect to settle the Put and the Call by way of physical delivery of Sandfire Shares or by way of a cash payment reflecting the value of the respective Put and Call at the time.
Costs of approximately A$0.168m associated with the Further Financing Arrangement (inclusive of all interest obligations and the net cost of the equity derivative collar for the term of the Further Financing Arrangement) have been deducted from the aggregate Further Loan proceeds, resulting in Metal Tiger receiving, in aggregate, A$1.0m of cash proceeds to fund:
- A near term substantial investment opportunity; and
- Other potential investment opportunities.
Metal Tiger can agree with the Lender to utilise the balance of Sandfire Shares held by it to increase the size of the financing arrangement at a later date. Following the Further Financing Arrangement, and together with the initial financing arrangement of A$8.175m announced on 17 December 2019 (the “Initial Financing Arrangement”), A$9.343m is outstanding pursuant to the Umbrella Facility. If the total balance outstanding on 30 June 2020 is less than A$20m, Metal Tiger will be required to pay a commitment fee to the Lender. The maximum Commitment Fee payable by Metal Tiger is A$118,254.
The Further Financing Arrangement and the Initial Financing Arrangement, are secured over, in aggregate, 2,003,923 Sandfire Shares held by Metal Tiger, representing approximately 1.125% of Sandfire’s issued share capital. Metal Tiger currently holds 6,366,990 Sandfire Shares.
Unless otherwise defined in this announcement, capitalised terms shall have the same meanings as set out in the announcement of 17 December 2019.
Commenting on today’s financing arrangements, Mr Michael McNeilly, Chief Executive Officer of Metal Tiger, said:
“Recognising the recent rise in Sandfire’s share price, the Board has taken the proactive step of seeking to raise further funds through the existing Umbrella Facility, in order to have the flexibility to pursue high potential opportunities in current market conditions that the Board believes have the potential to outperform over the period of the financing arrangement. We look forward to providing shareholders updates on future investments opportunities as appropriate.”
