Metal Tiger plc (LON:MTR), the London Stock Exchange AIM listed investor in strategic natural resource opportunities, has today announced that, following its announcements of 26 July 2019 and 27 August 2019, the Company has entered into a binding subscription agreement with Cobre Pty Ltd, pursuant to which Metal Tiger will initially subscribe for 6,600,000 ordinary shares in Cobre for A$500,280, representing in aggregate approximately 15% of Cobre’s enlarged issued share capital.
Further to the Initial Investment, subject to the fulfilment of certain conditions Metal Tiger has agreed to invest a further A$2,000,000 for an aggregate 19.99% shareholding. Metal Tiger will also have a right to appoint a nominee director to the Board of Cobre as part of a future planned IPO on a recognised stock exchange, which is expected to conclude within 12 months. Further details on the Subscription Agreement are set out below.
Furthermore, the Company is pleased to provide an operational update regarding recent progress made on the Perrinvale copper project in central Western Australia, in which Cobre has an 80% interest.
- Airborne Electromagnetic (“AEM”) geophysical survey contractor has mobilised to the Perrinvale Project site
- AEM survey will cover an area of approximately 114km2 covering a 22km strike length of the Panhandle Greenstone Belt, where at least eight potential base metal targets have been identified
- Targets include the Schwabe prospect where, in June 2019, preliminary reverse circulation (“RC”) drilling confirmed high grade volcanogenic massive sulphide (“VMS”) style copper, zinc and gold mineralisation, including:
– Hole 19PVRC002
– 5.0m @ 9.8% Cu, 3.2g/t Au, 34g/t Ag & 3.1% Zn from 50m
- Processed survey data will be used to establish potential conductive targets for additional drilling
- The survey has commenced and is expected to take approximately one week with processed survey data available for interpretation during September 2019
Michael McNeilly, Chief Executive Officer of Metal Tiger, commented:
“We are delighted to have completed this investment into Cobre and to see rapid progress being achieved at the world-class Perrinvale copper project. The helicopter-borne electromagnetic geophysical survey programme should help to accelerate the identification of additional VMS style high-grade copper zinc gold mineralisation within this highly prospective area. We see significant follow-on potential at Perrinvale and look forward to seeing this being realised in the months ahead.”
AEM Geophysical Survey Details
The geophysical survey is being conducted by specialised airborne geophysics contractor, New Resolution Geophysics (“NRG”).
The survey will be flown on 149 survey lines at 150m line-spacing and employ NRG’s Xcite™ helicopter-borne time-domain electromagnetic (“HTDEM”) system, with an along-line resolution of up to 0.5m with soundings from near surface up to 300m depth.
Preliminary Ground Geophysics and Drilling Programme
During March 2019, a first pass ground electromagnetic (“EM”) geophysical survey was completed over parts of the Perrinvale Project area considered prospective for VMS style mineralisation. This work identified an initial eight widely-spaced geological conductors up to 3km long which could be associated with VMS mineralisation.
Three of the conductors were RC drilled in June 2019 as part of a 1,000m preliminary exploration programme. The primary objective of the drilling was to confirm the copper and zinc mineralisation reported in the early 1970s at the Schwabe prospect, which contains a copper gossan extending over 140m at surface.
In total, four areas were drilled, Schwabe plus three greenfield areas identified by the ground EM survey. Three holes were drilled at Schwabe, two to a 90m depth and one to 200m depth, with 1m sample intervals.
As announced on 26 July 2019, assay results received for two holes include hole 19PVRC002 which intersected 5.0m @ 9.8% Cu, 3.2g/t Au, 34.0g/t Ag & 3.1% Zn from 50m.
Background on Cobre and Perrinvale Project
Cobre is the 80% owner of Toucan, which holds a group of tenements collectively referred to as the Perrinvale Project, covering 382km2 in the Panhandle and Illaara Greenstone Belts, in central Western Australia. The Perrinvale Project was previously owned by Fortescue Metals Group Limited (“FMG”) and includes three prospects, called Schwabe, Zinc Lago and Ponchiera, where FMG retains a 2% net smelter royalty on future copper production.
The Perrinvale Project area is located around Lake Barlee, which is northwest of Menzies and Kalgoorlie, and directly adjacent to the Goldfields Highway. The exploration was initially focused on known gold mineralisation in the area. However, a detailed review of historical work and ground reconnaissance suggested that part of the Perrinvale Project area was highly prospective for base metals as well. Under the acquisition terms, Cobre provided funds to Toucan to undertake the initial ground EM geophysical surveys, conducted in March 2019, and preliminary RC drilling, conducted in June 2019, in exchange for 80% of Toucan and 20% of Cobre’s equity.
Pre-IPO and IPO Cornerstone Term Sheet
Metal Tiger has made an initial payment of A$500,280 to Cobre in consideration for being issued with 6.6 million new ordinary shares (the “Initial Securities”) in the capital of Cobre at an issue price of A$0.0758 per security, representing in aggregate approximately 15% of the issued share capital of Cobre.
In addition, subject to the fulfilment of certain conditions, Metal Tiger has also agreed to subscribe for, and Cobre (or its listed nominee) (the “Cobre IPO Entity”) has agreed to issue up to 10,000,000 new ordinary shares in the capital of the Cobre IPO Entity (the “IPO Shares”) under the proposed initial public offer of IPO Shares in conjunction with an application for the quotation of those IPO Shares on a recognised stock exchange, provided that the offer period for the IPO commences within 12 months after the date on which the Subscription Agreement was executed (or such later date as agreed between the parties in writing). The Subscription Agreement stipulates a minimum IPO fundraise by the Cobre IPO Entity of A$8,000,000 and a maximum of A$15,000,000.
A condition of the issue of the IPO Shares is that Metal Tiger will hold 19.99% of the ordinary shares in the Cobre IPO Entity and will not be required to pay more than A$2,500,280 (in aggregate) pursuant to the subscription for the Initial Securities and IPO Shares.
Should the IPO occur within the prescribed 12-month period from execution of the Subscription Agreement but Metal Tiger does not invest the committed A$2,000,000 to subscribe for the IPO Shares, then the Initial Securities will be forfeited and cancelled for no consideration by appropriate means.
As a condition of the subscription for the IPO Shares, Metal Tiger will be entitled to nominate a director to the Board of the Cobre IPO Entity, with the details of such nominated director to be included in the IPO prospectus.
Should Cobre raise more than A$700,000 by way of equity investment, including by way of an issue of convertible securities, from any person other than Metal Tiger before the IPO then the Initial Securities cannot be redeemed or cancelled for failure to pay the IPO subscription amount. Any equity investment before any IPO will not impact Metal Tiger’s right to hold 19.99% of Cobre following an IPO for a total investment of, in aggregate, A$2,500,280 (including the consideration for the Initial Securities).
Metal Tiger and the shareholders of Cobre have entered into a drag & tag deed containing standard protections typically seen in these types of agreements.