Metal Tiger plc (LON: MTR), the London Stock Exchange AIM listed investor in strategic natural resource opportunities, has today announced that, further to its announcements of 18 July 2018 and 1 November 2018, both MOD Resources Limited and Metal Tiger have agreed to waive the only remaining condition precedent to enable completion of the sale of the Company’s interest in the T3 Project, being the approval of the transfer of the remaining 10 exploration licences held by the existing joint venture arrangement between the parties to Tshukudu Exploration Ltd, a new joint venture company held by MOD (70%) and Metal Tiger (30%).
Eight of the 18 exploration licences have already been transferred to the New JV with the remaining 10 exploration licences currently being held in trust for the benefit of the New JV until such time as they are transferred to Tshukudu Exploration following receipt of the requisite Ministerial approval in Botswana. The remaining licence, PL190/2008, which includes the T3 Project, will be held on trust for Tshukudu Exploration, and all areas excluding the T3 Project will form part of the New JV.
Accordingly, the sale of the T3 Project and the creation of the New JV, as detailed in the announcement of 18 July 2018, has completed in full.
As a result, Metal Tiger has been issued with 17,090,000 MOD shares, and 40,673,566 unquoted options with a nil exercise price and expiring on 15 November 2021 (together with the Consideration Shares, the “MOD Securities”). Following the issue of the Consideration Shares, Metal Tiger will be interested in 31,064,220 MOD shares, representing 12.5% of MOD’s then enlarged share capital. Metal Tiger is restricted from disposing of any of the Consideration Shares, as well as any MOD shares issued pursuant to the conversion of the Options, for a period of 12 months from completion.
The Options represent approximately 16% of MOD’s enlarged share capital (as enlarged by the Consideration Shares) and will reduce the impact of any dilution of Metal Tiger’s shareholding in MOD as a result of any future MOD equity issuance or any sale of shares by Metal Tiger. As previously announced, Metal Tiger may exercise the Options by converting them into one MOD share each, provided Metal Tiger owns equal to or less than 12.5% of MOD after completing such conversion. The MOD Securities represent, in aggregate, approximately 25% of MOD’s diluted share capital (as enlarged by the Consideration Shares) assuming only exercise of the Options and, on this look-through basis, taken with its 30% interest, this would give Metal Tiger an effective 47% interest in the New JV.
Whilst the aggregate number of MOD Securities issued to Metal Tiger remains the same, the proportion of Consideration Shares to Options has been amended to ensure that the Company does not own more than 12.5% of MOD’s issued share capital following Metal Tiger’s on-market purchase of 94,178 MOD shares, as announced on 10 September 2018. All other terms and conditions of the transaction remain the same, including the right of Metal Tiger to appoint a nominee to the MOD Board whilst the Company owns at least 10% of MOD. Accordingly, Metal Tiger is pleased to announce that Michael McNeilly has been appointed to the Board of MOD as a nominee of Metal Tiger, with immediate effect.
Michael McNeilly, Chief Executive Officer of Metal Tiger plc, commented:
“We are very pleased to have completed this landmark transaction with MOD. This deal demonstrates Metal Tiger’s ability to create significant shareholder value through its investment strategy, having achieved a significant uplift in the value of its investment in the T3 Project which has been used to further enhance our already strong balance sheet.
We believe that this transaction represents an exceptional outcome for both MOD and Metal Tiger shareholders and completion sees Metal Tiger becoming MOD’s largest shareholder. In addition to this, following completion, MOD now has the flexibility, through 100% ownership of the T3 Project, to maximise the benefits of available financing options relating to the T3 project.
Through its increased interest in MOD and the New JV, the transaction places Metal Tiger in a strong position to benefit from the underexplored, district scale potential of the Kalahari Copper Belt. I look forward to working with the experienced team at MOD as they look to become a mid-tier copper producer.”