TIDMMTR
6 June 2018
Metal Tiger plc("Metal Tiger" or the "Company")
Investment in Kalahari Metals Limited
Metal Tiger is pleased to announce that it has signed a binding
Investment Agreement (the "Agreement") to acquire up to 50% of
Botswanan focused explorer Kalahari Metals Limited ("KML"). KML is
a privately owned company and holds interests in seven highly
prospective exploration licences covering 4,063km2 in the Kalahari
Copper Belt, consisting of two 100% owned exploration licences and
five exploration licences subject to a binding earn-in agreement
with Triprop Holdings (Pty) Limited ("Triprop").
Highlights
-- Metal Tiger will have the right to acquire up to 50% of KML for a
total consideration of US$1.6 million.
-- Metal Tiger has exercised the First Option under the Agreement and is
to be issued 18% of the enlarged share capital of KML for a
total
consideration of US$600,000.
-- The 100% KML owned exploration licences are situated northeast along
strike of the Cupric Canyon Capital (circa 50 km) and the
MOD
Resources Limited (MOD)/Metal Tiger JV projects (circa 170km).
They
cover 1,996 km2 and consist of a significant land holding
over the prospective copper belt.
-- KML have the right to earn-in to up to 80% of Triprop followed by a
right to purchase the remaining 20% of Triprop at an
independent
valuation. Triprop hold 5 granted exploration licences arranged
as two
separate blocks of ground with a combined total area of 2,067
km2.
-- Metal Tiger to appoint two non-executive directors to the board of KML.
-- Licences cover the prospective D'Kar and Ngwako Pan Formations with
favourable structural positions and are associated with major
copper
deposits in the region.
-- Available datasets include high resolution airborne magnetic
geophysics survey, soil geochemical sample data and results of
20-hole
scout drilling with prospective intersections including 5.1m @
0.69%
Cu and 1.8m @ 1.80% Cu & 8.2g/t Ag.
-- The deal gives Metal Tiger exposure to a further 4,063 km2
of largely unexplored ground, adjacent to significant recent
discoveries in the highly prospective Kalahari Copper Belt.
-- For more information on Kalahari Metals Limited please visit their
website: www.kalaharimetals.com
Michael McNeilly, Chief Executive Officer of Metal Tiger plc,
commented:
"The signing of this deal with Kalahari Metals Limited follows 3
months of substantial corporate and technical due diligence and is
a further exciting milestone in Metal Tiger's continuing
involvement in a world class copper region in Botswana.Metal Tiger
has had a long focus on the exploration of the region and through
its close partnership with MOD Resources Limited and its
involvement with the seminal T3 deposit discovery, is able to bring
exceptional strategic and technical expertise to create an exciting
new joint venture with the experienced operational team at KML. We
look forward to updating shareholders in the near future with
regards to KML's proposed exploration plan. Based on our initial
discussions, key focus will be to conduct geophysics and soil
geochemical surveys to identify high priority targets for drilling
as well as commence work on the environmental management plans
('EMPs') for areas likely to be of interest for drilling in the
near term.
The Board of Metal Tiger greatly looks forward to working with
its new partners at KML and holds great belief in the potential of
the Kalahari Copper Belt to develop into a world class economic
copper district".
Agreement Structure and Commercial Terms
-- Under the terms of the Agreement, Metal Tiger will have the right to
acquire up to 50% for a total consideration of US$1.6 million,
via the
following option structure:
First Option: Metal Tiger to be issued new KML shares
representing 18% of KML's enlarged share capital in
consideration
for US$600,000 cash less GBP30,000 in new shares in Metal Tiger
to
be issued to the shareholders of Triprop (the "Triprop
Shares").
This will result in the issue of 1,188,118 new shares in the
Company which are expected to be admitted to trading to AIM on
or
around 12 June 2018.
Second Option: Metal Tiger to be issued new shares in KML
to increase total holding to 34% of KML's enlarged share
capital
in consideration for US$500,000 cash within 6 months from the
date
of the exercise of the First Option.
Third Option: Metal Tiger to be issued new shares in KML to
increase total holding to 50% of KML's enlarged share capital
in
consideration for US$500,000 cash within 6 months of the
exercise
of the Second Option.
-- Metal Tiger has no obligation to continue with any subsequent payments
following the First Option payment.
-- Metal Tiger to appoint two non-executive directors to the board of KML.
Terms of KML's earn-in with TripropKML have signed a binding
earn-in agreement with Triprop (the "Earn-in") under the following
key terms:
-- Stage 1 Earn-in:
KML to incur US$600,000 in respect of agreed work programmes
and
budgets within 1 year of the start date to be agreed by KML
and
Triprop, on completion of which, Triprop to issue new
ordinary
shares totalling 51% of its enlarged share capital;
Metal Tiger to issue 1,188,118 new shares to the shareholders
of
Triprop. For the avoidance of doubt, these shares are the
Triprop
Shares to be issued as a condition of the signing of the
Agreement
and the exercise of the First Option to own 18% of the
enlarged
share capital of KML.
-- Stage 2 Earn-in:
KML to incur US$1,200,000 in respect of agreed work programmes
and
budgets within 1 year of the exercise of the second option by
KML
and Triprop, on completion of which, Triprop to issue new
ordinary
shares to bring KML's total holding to 80% of the then
enlarged
share capital of Triprop.
Triprop shareholders to receive either:
New shares in Metal Tiger to the value of GBP60,000, valued
at
the mid-market closing price on the date prior to the
announcement of the issue; or
If KML is listed on a recognised investment exchange
(including the AIM market of the London Stock Exchange, ASX
or
TSX), new shares in KML to the value of GBP50,000, valued at
the
mid-market closing price on the date prior to the
announcement
of the issue.
-- Following completion of the Stage 2 Earn-in, Triprop shareholders will
grant KML the option to acquire their outstanding shares based
on
independent valuation, to be satisfied in consideration for:
New shares in Metal Tiger; or
If KML is listed on a recognised investment exchange
(including
the AIM market of the London Stock Exchange, ASX or TSX),
new
shares in KML.
-- KML to be appointed as operator of the Triprop licences.
-- Upon completion of the Stage 1 Earn-in, KML and Triprop to enter into
a joint venture agreement granting KML the right to appoint 2 of
4
directors to the Triprop Board, one of whom will be the
chairman.
Summary of the Assets
Details of the seven exploration licences which are the focus of
the KML joint venture are set out in Table 1 below. The concessions
form two separate contiguous blocks of ground. Both licence blocks
are at the early exploration stage, however they represent a
significant land holding along strike of advanced and
exploration-stage copper projects, including the JORC compliant
Metal Tiger/MOD owned T3 Deposit (36.0Mt @ 1.14% Cu & 12.8g/t
Ag) and the privately held Cupric Canyon Capital ("Cupric") Boseto
Project (177 Mt at 1.3% Cu), Zone 5 Deposit (100Mt @ 1.95% Cu &
20g/t Ag) and Banana Zone (191Mt @ 0.6% Cu) deposits.
Eastern Block (the Okavango Copper Project):
-- Licences: KML held PL148/2017 and PL149/2017 adjacent to
Triprop held PL043/2012, PL042/2012 & PL041/2012.
-- Location: Concessions are adjacent to those currently held by
Cupric, 50km NE of Cupric Zone 5 Deposit (100.3Mt @ 1.95g/t Cu
& 20g/t
Ag); 170km NE of Metal Tiger/MOD T3 Deposit (36Mt @ 1.14% Cu
& 12.8g/t
Ag).
-- Geology: covers the north-eastern continuation of the Kalahari
Copper Belt ("KCB") along the strike of the Ghanzi Ridge
which
consists the Neoproterozoic Ghanzi Group sediments which hosts
the
main known copper deposits in the Botswanan belt.
-- Work completed:
Orientation soil geochemical sampling.
Scout drilling.
-- Prospectivity: Magnetic geophysics data indicates that the
target contact zone between the D'Kar and Ngwako Pan
Formations
extends into the block under cover and that favourable domal
structural positions are present. In particular, the southern
part of
Licences PL148/2017 and PL149/2017 are located within the
Central
Structural Corridor ("CSC") which extends SW through Metal
Tiger/MOD
JV Licences toward Namibia. The presence of later stage major
dyke
swarms trending NW-SE cross-cutting perpendicular to the
CSC,
introduces additional secondary structures and potential heat
sources
into the copper bearing formations.
Western Block (the Ngami Copper Project):
-- Licences: Triprop held PL035/2012 & PL036/2012.
-- Location: covers the prospective ground along the northern edge
of the KCB and abuts the MOD and Metal Tiger/MOD JV concessions.
Circa
50km NW of T3 Deposit, 100 km SW of Boseto (177 Mt at 1.3% Cu)
and 70
km west of Cupric's Banana zone (191Mt @ 0.6% Cu).
-- Geology: Inferred basement geology consists of D'Kar and Ngwako
Formations and their contacts.
-- Work Completed:
High resolution airborne magnetics geophysics survey (11,693
line-km at 75m spacing) & interpretation.
Orientation soil geochemical sampling (10,486 samples
collected
along profiles perpendicular to the D'Kar contact).
Scout drilling (20 holes, 2,047m drilled).
-- Prospectivity: Scout drilling confirmed the presence of the
D'Kar and Ngwako Pan Formation contact zone and three holes
intersected significant copper mineralisation above 0.5% Cu
including 5.1m
@ 0.69% Cu in hole TRDH14-11 and 1.8m @ 1.80% Cu & 8.2g/t
Ag
in hole TRDH14-16A (apparent thicknesses), see also Table 2
below. The
stratigraphy, lithologies and mineralisation described in the
drill
hole logs are similar to those found in Metal Tiger/MOD
neighbouring
JV Licences.
Table 1: Details of Exploration Licences in the KML Joint
Venture
Licence ID Holder KMLEarn-in Valid for Valid from Valid to Duration(years) LicenceArea(km") Work AreaBlock
PL148/2017 KML 100% ProspectMetals 01-Jul-17 30-Jun-20 3 998 Eastern
PL149/2017 KML 100% 01-Jul-17 30-Jun-20 3 998
Sub-total: 1,996
PL035/2012 Triprop 100% Base Metal,PreciousMetals &PGM's 01-Apr-18 31-Mar-20 2 756 Western
PL036/2012 Triprop 100% 01-Jan-18 31-Dec-19 2 252
PL041/2012 Triprop 100% 01-Apr-18 31-Mar-20 2 103 Eastern
PL042/2012 Triprop 100% 01-Apr-18 31-Mar-20 2 483
PL043/2012 Triprop 100% 01-Apr-18 31-Mar-20 2 473
Sub-total: 2,067
Total Area 4,063
Table 2: Key drilling intersections from Triprop 2014 scout
drilling programme (Western Block) (Source: Remote Drilling
Services database 2015)
Drill Hole ID Depthfrom(m) Interval(m) Cu (%)>0.5% Cu Ag(g/t) Weighted Composites Mineralised Structure/Lithology
Width (m) Cu (%) Ag (g/t)
TRDH14-07 75.90 0.73 0.50 1.0 Fracture/Siltstone
77.45 0.53 0.60 1.0 Fracture/Siltstone
80.00 0.50 0.55 1.0 1.1 0.57 1.0 Fracture/Siltstone
80.50 0.61 0.59 1.0 Fracture/Siltstone
TRDH14-11 129.35 0.56 0.54 1.0 Mineralised Vein/ Siltstone
131.50 0.51 0.70 1.0 5.1 0.69 1.0 Carbonate Vein/ Mudstone
132.00 0.50 0.78 1.0 Carbonate Vein/ Mudstone
132.50 0.41 0.59 1.0 Carbonate Vein/ Mudstone
133.00 0.41 0.64 1.0 Carbonate Vein/ Mudstone
133.40 0.50 0.48 1.0 Carbonate Vein/ Mudstone
133.90 0.48 0.51 1.0 Carbonate Vein/ Mudstone
134.40 0.27 0.50 1.0 Carbonate Vein/ Mudstone
134.67 0.47 0.71 1.0 Carbonate Vein/ Siltstone
135.10 0.44 0.65 1.0 Fracture/ Siltstone
135.60 0.48 1.10 1.0 Veinlet- Fracture/ Siltstone
136.10 0.59 0.80 1.0 Veinlet-Fracture/ Siltstone
TRDH14-16A 117.60 0.54 1.22 7.3 Quartz Vein/ Sandstone
171.20 0.23 0.95 3.0 1.8 1.81 8.2 Quartz-Carbonate stringers/ Siltstone
171.60 0.66 1.47 7.1 Disseminated / A Sheared Limestone
172.20 0.39 0.52 7.6 Disseminated / Sheared Limestone
172.70 0.47 3.78 12.7 Quartz Vein/Sheared Limestone
Competent Person's Statement
The technical information contained in this disclosure has been
read and approved by Mr Nick O'Reilly (MSc, DIC, MAusIMM, FGS), who
is a qualified geologist who acts as the Competent Person under the
AIM Rules - Note for Mining and Oil & Gas Companies. Mr
O'Reilly is a Principal consultant working for Mining Analyst
Consulting Ltd which has been retained by Metal Tiger PLC to
provide technical support.Following the issue of the 1,188,118
Triprop Shares, Metal Tiger has 1,110,431,438 issued shares.
For further information on the Company, visit:
www.metaltigerplc.com:
Michael McNeilly (Chief Executive Officer) Tel: +44 (0)20 7099 0738
Keith Springall (Finance Director & Tel: +44 (0)20 7099 0738
Company Secretary)
Stephen Allen or RFC Ambrian Ltd Tel +44 (0)20 3440 6800
Bhavesh Patel (Nominated Adviser)
Charlie Cryer RFC Ambrian Ltd Tel +44 (0)20 3440 6800
(Joint Broker)
Nick Emerson SI Capital (Joint Broker) Tel: +44 (0)1483 413 500
Gordon Poole Camarco Tel: +44 (0)20 3757 4980
James Crothers (Financial PR)
Notes to Editors:Metal Tiger plc is listed on the London Stock
Exchange AIM Market ("AIM") with the trading code MTR and invests
in high potential mineral projects with a precious and strategic
metals focus.
The Company's target is to deliver a very high return for
shareholders by investing in significantly undervalued and/or high
potential opportunities in the mineral exploration and development
sector timed to coincide, where possible, with a cyclical recovery
in the exploration and mining markets. The Company's key strategic
objective is to ensure the distribution to shareholders of major
returns achieved from disposals.
Metal Tiger's Metal Projects Division is focused on the
development of its key project interests in Botswana, Spain and
Thailand. In Botswana, Metal Tiger has a growing interest in the
large and highly prospective Kalahari copper/silver belt. In Spain,
the Company has tungsten and gold interests in the
highly-mineralised Extremadura region. In Thailand, Metal Tiger has
interests in two potentially near-production stage silver/lead/zinc
mines as well as licences, applications and critical historical
data covering antimony, copper, gold, silver, lead and zinc
opportunities.
The Company has access to a diverse pipeline of new
opportunities focused on the natural resource sector including
physical resource projects, new natural resource centred
technologies and resource sector related fintech opportunities.
Pipeline projects deemed commercially viable may be undertaken by
Metal Tiger or by an AIM or NEX Exchange (formerly ISDX) partner
with whom the Company is engaged.
View source version on businesswire.com:
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June 06, 2018 02:00 ET (06:00 GMT)
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