Tuesday 28 March, 2017
Metal Tiger plc
Term Sheet Signed with Sprott Private Wealth LP for £3.0 Million Financing
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Metal Tiger Plc
Term Sheet Signed with Sprott Private Wealth LP for £3.0 million financing
Metal Tiger (LON: MTR), the natural resources investing company is pleased to announce that it has signed a term sheet and engagement letter with Sprott Private Wealth LP (“Sprott”) as exclusive agent for and on behalf of Metal Tiger plc, as part of a £3 million private placement (the “Offering”).
The net proceeds from the Offering will be used to fund Metal Tiger’s portion of its commitment to 2017 budget for its Joint Venture (“JV”) project with partners MOD Resources (ASX:MOD) in the Kalahari Copper Belt in Botswana (30% Metal Tiger / 70% MOD Resources) as well as for working capital and general corporate purposes.
Shareholders should note that the Offering is conditional on certain conditions being met before the closing date of 17 April 2017 (“the Closing Date”). If these conditions are not met by the Closing Date, the Offering may not occur and Metal Tiger may not raise the £3m. The Closing Date may be changed upon mutual agreement of Sprott and Metal Tiger.
Terms of the Offering:
100,000,000 units of the Company (the “Units”) at a fixed price of £0.03 per unit (£3,000,000).
Institutional investors are expected to subscribe for the majority of the placing and the Offering will close at 4pm EST on the date of this announcement. Metal Tiger may at its discretion, should the Offering be oversubscribed, elect to accept a larger fundraise than £3,000,000.
The closing date of the fundraising is expected to be on or around the 17 April 2017 and will be subject to certain conditions highlighted below (the “Closing Conditions”).
Each Unit will consist of one ordinary share in the capital of the Company (an “Ordinary Share”) and one Ordinary Share purchase warrant (“Warrant”).
Each Warrant will be transferable and entitle the holder to acquire one Ordinary Share (a “Warrant Share”) for five years from the Closing Date at a price of £0.06.
Metal Tiger will pay a 6% commission on Units placed by Sprott.
On the Closing Date, or on the admission date of shares trading to AIM, the Company shall issue to Sprott the number of non-transferable common share purchase warrants (“Finder Warrants”) that equals 3.0% of the Units placed by Sprott. Each Finder Warrant permits the purchase of one Warrant Share for five years from the Closing Date at a price of £0.03 per unit.
The Offering jurisdictions for this Offering will be all of the provinces of Canada pursuant to available private placement exemptions, such offshore jurisdictions as may be agreed to between the Company and Sprott Private Wealth LP and in the United States on a private placement basis only under Regulation D, Rule 144A or Regulation S of the United States Securities Act of 1933, as amended, or other available registration exemptions in the United States; provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction and the Company does not become subject to continuous disclosure obligations in such jurisdiction.
The Offering is contingent upon the Closing Conditions being satisfactory results of corporate due diligence on Metal Tiger including favourable legal opinions of counsel to Metal Tiger in connection with corporate, securities and title matters (including a title opinion in respect of Metal Tiger’s material mineral properties on which the proceeds of the Offering are planned to be expended). The Offering will also be conditional upon regulatory approvals.
Upon completion of due diligence; which the Directors of Metal Tiger believe should be approximately a two week process, Metal Tiger will enter into an agency agreement with Sprott and Sprott’s and Metal Tiger’s respective legal counsel will draft a suitable subscription agreement for the placees that have taken book orders with Sprott.
Michael McNeilly, Chief Executive Officer of Metal Tiger plc commented: “We are extremely pleased to have attracted the attention of Sprott. Sprott Private Wealth LP and its affiliates, one of the leading North American natural resources investors, have recognised the exceptional quality of the T3 copper discovery in Metal Tiger’s Joint Venture with MOD Resources, as well as the highly prospective exploration potential of our other JV exploration licences. With this capital raise, we will be in a strong position to advance the T3 exploration and feasibility study programme with MOD Resources during 2017, and I look forward to providing our shareholders with further updates on progress.”
A further announcement will be made in due course.
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