Metal Tiger (LON:MTR), the London Stock Exchange AIM listed investor in strategic natural resource opportunities, has today announced that, further to its announcement of 11 February 2019, the non-brokered private placement conducted by Sprott Capital Partners LP and one of its affiliates, Sprott Global Resource Investments, Ltd, has closed, raising gross proceeds of approximately £2.0 million via the issue of 137,162,552 new ordinary shares of 0.01p each in Metal Tiger at a placing price of 1.45p per Sprott Share. The Placing Price represents a premium to the middle market closing price on 8 March 2019.
Accordingly, the Company has raised total gross proceeds of, in aggregate, approximately £3.0 million from a combination of the £1.0 million placing announced on 11 February 2019 and the Sprott Offering.
Overview of the Sprott Offering
Issue of 137,162,552 Placing Shares at the Placing Price to new and existing Metal Tiger shareholders, raising gross proceeds of approximately £2.0 million
Issue of 68,581,276 warrants to participants in the Sprott Offering to subscribe for 68,581,276 new Ordinary Shares.
The net proceeds of the Fundraising, together with existing cash resources, will be used, inter alia, to continue to support the Company’s joint venture projects with its partners, MOD Resources Limited and Kalahari Metals Limited, in the Kalahari Copper Belt in Botswana and to provide general working capital to the Company.
Further to the non-binding term sheet, Sprott has entered into finder agreements with the Company in relation to the Sprott Offering, pursuant to which they will receive a 6% cash commission on the funds raised pursuant to the Sprott Offering.
Sprott Capital to be issued 9,629,960 warrants under an advisory agreement with the Company for services related to the Fundraising
Exploration Capital Partners 2014 Limited Partnership has subscribed for 68,966,000 Placing Shares and will also receive 34,483,000 Sprott Investor Warrants pursuant to the Sprott Offering. On Admission (defined below), Exploration Capital will be interested in 206,361,942 Ordinary Shares, representing approximately 13.25% of the Company’s then enlarged share capital
Mr Rick Rule, portfolio manager of Exploration Capital, has subscribed for 60,000,000 Placing Shares and will also receive 30,000,000 Sprott Investor Warrants pursuant to the Sprott Offering.
Michael McNeilly Chief Executive Officer of Metal Tiger plc commented:
“We are delighted to announce the raising of approximately £2.0 million through the Sprott Offering. Sprott’s continued support together with that of our existing and new shareholders is a strong sign for the Company and emphasises not only the interest in the highly prospective Kalahari Copper Belt, a highly sought after Copper district, but also in Metal Tiger’s wider portfolio and management.”
Warrants
Participants in the Sprott Offering will also receive one Sprott Investor Warrant for every two Placing Shares subscribed for by them in the Sprott Offering. Accordingly, the Company will issue 68,581,276 Sprott Investor Warrants to participants in the Sprott Offering.
Each Sprott Investor Warrant and Advisory Warrant will entitle the holder to acquire one new Ordinary Share upon exercise in accordance with its terms. Each Warrant will be non-transferable and exercisable for a two year period commencing from the date of the admission of the Placing Shares to trading on AIM. Each Sprott Investor Warrant and each Advisory Warrant are exercisable at an exercise price of 2p and 1.45p respectively.
Related Party Transactions
Exploration Capital has subscribed for 68,966,000 Placing Shares and will also receive 34,483,000 Sprott Investor Warrants pursuant to the Sprott Offering. Exploration Capital is a substantial shareholder of Metal Tiger as defined in the AIM Rules for Companies (“AIM Rules”) and is therefore deemed to be a related party of Metal Tiger for the purposes of the AIM Rules. Exploration Capital’s participation in the Sprott Offering therefore constitutes a related party transaction for the purposes of AIM Rule 13. The Directors of Metal Tiger consider, having consulted with its nominated adviser, Strand Hanson Limited, that the terms of Exploration Capital’s participation in the Sprott Offering are fair and reasonable insofar as Metal Tiger’s shareholders are concerned.
Mr Rick Rule, portfolio manager of Exploration Capital, has subscribed for 60,000,000 Placing Shares and will also receive 30,000,000 Sprott Investor Warrants pursuant to the Sprott Offering. Mr Rule is an associate of Exploration Capital and is therefore deemed to be a related party of Metal Tiger for the purposes of the AIM Rules. The Directors of Metal Tiger consider, having consulted with its nominated adviser, Strand Hanson Limited, that the terms of Mr Rule’s participation in the Sprott Offering are fair and reasonable insofar as Metal Tiger’s shareholders are concerned.
Sprott is an associate of Exploration Capital and is therefore deemed to be a related party of Metal Tiger for the purposes of the AIM Rules. As a result, entering into the Finder Agreements and the Advisory Agreement and payment of the Commission and Advisory Warrants due pursuant to the Sprott Agreements constitute related party transactions for the purposes of AIM Rule 13. The Directors of Metal Tiger consider, having consulted with its nominated adviser, Strand Hanson Limited, that the terms of the Sprott Agreements are fair and reasonable insofar as Metal Tiger’s shareholders are concerned.
Admission
The Sprott Offering is conditional upon Admission. Following Admission, the Placing Shares will represent, in aggregate, approximately 8.81% of the Company’s then enlarged issued ordinary share capital.
Application will be made to the London Stock Exchange for Admission of the Placing Shares, which is expected to be on or around 15 March 2019.
Following Admission of the Placing Shares, the number of Ordinary Shares in issue in the Company will increase to 1,557,128,962. For the purposes of the FCA’s Disclosure Guidance and Transparency Rules, the issued Ordinary Share capital of Metal Tiger following Admission will consist of 1,557,128,962 Ordinary Shares with voting rights attached (one vote per Ordinary Share). There are no Ordinary Shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, Metal Tiger under the DTRs.
