# Metal Tiger Plc Delighted with £2.0 million raised through Sprott Offering

- Link: https://www.directorstalkinterviews.com/metal-tiger-plc-delighted-with-2-0-million-raised-through-sprott-offering/412769093
- Published: 2019-03-11T07:06:10+00:00
- Author: Giles Arbor

**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.

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