Metal Tiger : Disposal of Interest in Kalahari Metals Limited | MarketScreener

2022-06-16 08:58:04 By : Mr. BingHuang Chen

Disposal of Interest in Kalahari Metals Limited

Metal Tiger plc (AIM: MTR, ASX: MTR), the AIM and ASX listed investor in natural resource

opportunities, is pleased to announce that it has entered inMetal Tiger plc (AIM: MTR, ASX: MTR), the AIM and ASX listed investor in natural resource opportunities, is pleased to announce that it has entered into a Share Purchase Deed with Cobre Limited (ASX: CBE) to sell up to all of its 49% interest in Kalahari Metals Limited ("KML ") (the "Transaction "). Cobre Limited currently holds a 51% interest in KML, via its wholly owned subsidiary, Cobre Kalahari Pty Ltd.

The Transaction, including the Initial Acquisition, is subject to the following conditions:

A further update on the satisfaction of these conditions will be provided in due course.

The parties have agreed to temporarily amend the terms of the existing Shareholders Deed and Loan Agreements between Kalahari Metals Limited, Metal Tiger plc, Cobre Limited and Cobre

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Kalahari Pty Ltd. For the period until the earlier of termination of the Transaction, or 12 months following completion of the Initial Acquisition:

As at the date of [ ], Metal Tiger currently has circa US$1.3m in outstanding Shareholder Loans to Kalahari Metals Limited. The Loan Agreement has been amended such that, on completion of the Initial Acquisition, Cobre will guarantee KML's obligation to repay the outstanding Shareholder Loans, plus any interest accruing at a rate of 7% per annum. The Shareholder Loan is for a 5-year period with an automatic extension for an additional 5 years in the event that no JORC Resource Declaration over any of KML's tenements (or indeed by a third-party in the event of a Farm-in) has been made within the initial 5-year period. The Loan can be repaid in cash or shares at any time by Cobre Limited, at Cobre's sole election, and is only required to be repaid early if certain exit events occur (being a JORC Resource Declaration, the occurrence of mining production, an IPO of KML, Cobre's disposal of 75% or more of it shares in KML, an Asset Sale, or a Change of Control of Cobre Limited). The Shareholder Loan may be repaid in cash or in Cobre shares, based on a 90-trading day VWAP.

A link to Cobre's announcement released today is set out below:

https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02532143- 2A1379439?access_token=83ff96335c2d45a094df02a206a39ff4

Michael McNeilly, Chief Executive Officer of Metal Tiger, commented:

"Since our initial investment in KML, we have seen significant exploration activity across the business, increasing our understanding of their licenses. With our 21% shareholding in Cobre we will still be involved in the KML story where we continue to firmly believe in the potential for Copper-Silver discoveries in Botswana and look forward to facilitating the next stage in the Company's development through this deal.

"Whether or not Cobre elects to acquire the entirety of Metal Tiger's KML shareholding this deal marks the end of Metal Tiger's project investment division, and the company will no longer consider joint ventures as part of its strategy. By no longer needing to be committed to funding a project which requires monthly cash calls the company will free up resources to implement operational improvements to optimise the assessment and management of potential and existing investments. This transition amongst other corporate strategies which are in the process of either being implemented or evaluated will allow the company to operate more efficiently, improve the investment story and create a platform from which the team can focus on substantially growing the company's net assets. We are excited by the transition this deal allows for the business and we will update shareholders on further progress across the business at the appropriate time."

Kalahari Metals Limited, which was incorporated in England & Wales on 3 May 2017, holds interests in twelve highly prospective exploration licences covering a total area of 8,595km2 in the Kalahari Copper Belt of Botswana, comprising two 100% owned exploration licences, five exploration licences subject to a binding earn-in agreement with Triprop Holdings (Pty) Limited (includes the Ngami Copper Project), and five exploration licences held by 100% owned subsidiary, Kitlanya Limited.

Metal Tiger holds a 2% net smelter royalty over all KML's wholly owned licences, being seven licences covering, in aggregate, 6,650km2 (together, the "Royalties") and the main areas. The five exploration licences owned by Triprop Holdings (Pty) Limited (in which KML has a 51% interest) do not form part of the Royalties.

For the year ended 31 December 2021, KML reported net loss of £996,000 and net assets of £2,138,000.

Further details are available under the Project Investments section of the Company's website at: https://www.metaltigerplc.com/portfolio/project-investments/kalahari-metals .

The technical information contained in this announcement has been read and approved by Mr Nick O'Reilly (MSc, DIC, MIMMM, MAusIMM, FGS), who is a qualified geologist and acts as the Qualified 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.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

to a Share Purchase Deed with Cobre Limited (ASX: CBE) to sell up to all of its 49% interest in Kalahari Metals Limited ("KML ") (the "Transaction "). Cobre Limited currently holds a 51% interest in KML, via its wholly owned subsidiary, Cobre Kalahari Pty Ltd.

The Transaction, including the Initial Acquisition, is subject to the following conditions:

A further update on the satisfaction of these conditions will be provided in due course.

The parties have agreed to temporarily amend the terms of the existing Shareholders Deed and Loan Agreements between Kalahari Metals Limited, Metal Tiger plc, Cobre Limited and Cobre Kalahari Pty Ltd. For the period until the earlier of termination of the Transaction, or 12 months following completion of the Initial Acquisition:

directors (with Cobre representatives constituting the remaining two directors) in considering such matters;

As at the date of [ ], Metal Tiger currently has circa US$1.3m in outstanding Shareholder Loans to Kalahari Metals Limited. The Loan Agreement has been amended such that, on completion of the Initial Acquisition, Cobre will guarantee KML's obligation to repay the outstanding Shareholder Loans, plus any interest accruing at a rate of 7% per annum. The Shareholder Loan is for a 5-year period with an automatic extension for an additional 5 years in the event that no JORC Resource Declaration over any of KML's tenements (or indeed by a third-party in the event of a Farm-in) has been made within the initial 5-year period. The Loan can be repaid in cash or shares at any time by Cobre Limited, at Cobre's sole election, and is only required to be repaid early if certain exit events occur (being a JORC Resource Declaration, the occurrence of mining production, an IPO of KML, Cobre's disposal of 75% or more of it shares in KML, an Asset Sale, or a Change of Control of Cobre Limited). The Shareholder Loan may be repaid in cash or in Cobre shares, based on a 90-trading day VWAP.

A link to Cobre's announcement released today is set out below:

https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02532143- 2A1379439?access_token=83ff96335c2d45a094df02a206a39ff4

Michael McNeilly, Chief Executive Officer of Metal Tiger, commented:

"Since our initial investment in KML, we have seen significant exploration activity across the business, increasing our understanding of their licenses. With our 21% shareholding in Cobre we will still be involved in the KML story where we continue to firmly believe in the potential for Copper-Silver discoveries in Botswana and look forward to facilitating the next stage in the Company's development through this deal.

"Whether or not Cobre elects to acquire the entirety of Metal Tiger's KML shareholding this deal marks the end of Metal Tiger's project investment division, and the company will no longer consider joint ventures as part of its strategy. By no longer needing to be committed to funding a project which requires monthly cash calls the company will free up resources to implement operational improvements to optimise the assessment and management of potential and existing investments. This transition amongst other corporate strategies which are in the process of either being implemented or evaluated will allow the company to operate more efficiently, improve the investment story and create a platform from which the team can focus on substantially growing the company's net assets. We are excited by the transition this deal allows for the business and we will update shareholders on further progress across the business at the appropriate time."

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Metal Tiger plc published this content on 16 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 June 2022 07:42:02 UTC.