TIDMMTR TIDMKIBO
RNS Number : 9049F
Metal Tiger PLC
26 February 2015
METAL TIGER PLC
26 February 2015
Metal Tiger plc
("Metal Tiger" or the "Company")
Gold Joint Venture Commenced
On 19 January 2015, Metal Tiger Plc (LON: MTR) announced that it
had entered into a Memorandum of Understanding for a 50/50 Joint
Venture with Kibo Mining plc ("Kibo") on its Morogoro South
gold-prospective exploration portfolio in Tanzania ("Morogoro
Portfolio") wholly owned by Kibo Jubilee Ltd ("KB Jubilee"). As
part of the JV Metal Tiger was to receive warrants for 10,000,000
new ordinary shares in Kibo, exercisable within a three-year term
and subject to two exercise price increases, the first to apply if
Kibo shares trade at 18p or higher for 15 consecutive days.
Highlights:
-- Due diligence complete and Joint Venture Activities commenced with first funds paid
-- Metal Tiger holds 50% of the Morogoro Porfolio
-- Portfolio consists of 18 licences, offers, applications and
tenders with a combined surface area of approximately 1,411 square
kilometres in Tanzania.
-- Kibo to issue warrants to Metal Tiger for 10 million new
ordinary shares in Kibo at an exercise price of 9p exercisable
within a three-year term and subject to two exercise price
increases, the first to apply if Kibo shares trade at 18p or higher
for 15 consecutive days.
Metal Tiger is pleased to announce that it has now commenced
activities under the JV with Kibo on the Morogoro Portfolio. Metal
Tiger has transferred the first tranche of funds to cater for the
ongoing licence fees and maintenance costs and Metal Tiger has been
issued with new ordinary shares in KB Jubilee so that the Company
now holds 50% of KB Jubilee representing Metal Tiger's stake in the
50/50 joint venture of the Morogoro Porfolio.
Metal Tiger's CEO, Cameron Parry, commented: "Metal Tiger is
pleased to further strengthen and diversify its Direct Project
Investment Division through the acquisition of this enticing
Tanzanian gold interest which it is able to maintain through
existing cash resources. We are also pleased to add to our working
relationship with Kibo Mining, with whom Metal Tiger is currently
in a Joint Venture with in regards to the Pinewood Uranium
project."
This transaction provides Metal Tiger, already a notifiable
shareholder in Kibo through its Direct Equity Investment division,
with the potential upside of warrants for an additional 10 million
ordinary shares in Kibo Mining Plc.
We look forward to updating the market in relation to other
Direct Project Investments soon."
As part of the JV commencing, Kibo will issue Metal Tiger with
warrants over 10,000,000 new ordinary shares in Kibo, exercisable
within a three-year term at an exercise price of 9p each but
subject to a mechanism to increase the warrant exercise price in
the event Kibo's share price trades at a significant premium as
follows:
-- In the event that Kibo's listed closing mid-market share
price on the AIM market of the London Stock Exchange ("AIM")
exceeds 18 pence (GBP0.18) per share for a consecutive period of 15
days in which AIM is open, then the exercise price of any
unexercised warrants shall increase from 9 pence (GBP0.09) to 14.5
pence (GBP0.145);
-- In the event that Kibo's listed closing mid-market share
price on AIM exceeds 27 pence (GBP0.27) per share for a consecutive
period of 15 days in which AIM is open, then the exercise price of
any unexercised warrants shall increase to 19 pence (GBP0.19).
Gold Prospective Joint Venture Areas - Morogoro South
Kibo Jubilee Limited, now a 50% owned subsidiary of Kibo Mining
Plc, and 50% owned subsidiary of Metal Tiger, owns a portfolio of
gold prospective asset licences for exploration in Tanzania
(collectively the "Morogoro South Portfolio").
The Morogoro South Portfolio of exploration licences is located
in the emerging goldfield of the Morogoro-Dodoma-Handeni region
within a 90 kilometre radius of the city of Morogoro, Tanzania. The
portfolio consists of 18 licences, offers, applications and tenders
with a combined surface area of approximately 1,411 square
kilometres.
Key Terms of the Joint Venture
Following completion of the due diligence period, the parties
are now operating under a 50/50 Joint Venture of the
gold-prospective properties that form the Morogoro South Portfolio,
as follows:
-- Kibo Jubilee Limited ("KB Jubilee"), 50% owned by Kibo Mining
Plc and 50% owned by Metal Tiger, owns the Morogoro South
Portfolio.
-- Metal Tiger has commenced meeting the expenses in relation to
the licence renewal fees and other maintenance costs of the
Morogoro South Portfolio and will continue to do so for a minimum
of 1 year (estimated to be approximately $100,000) and up to a
maximum of 3 years.
-- Metal Tiger is to expend the first US$800,000 under the JV in
expenses and exploration relating to the Morogoro South Portfolio,
at which point costs moving forward are shared 50/50 between the
parties.
-- Should Metal Tiger elect to not continue with the JV after
the minimum term of one year, or fail to expend US$100,000 by the
first anniversary of the JV, or should Metal Tiger fail to expend
the full expenditure by the third anniversary of the JV then:
o if less than US$300,000 of the agreed expenditure, the 50%
interest in the JV owned by Metal Tiger shall revert back to KB
Jubilee subject to them exercising a claw-back option;
o if greater than $300,000 of agreed expenditure, Kibo shall
have the right to exercise the claw-back option in respect of Metal
Tiger's interest in KB Jubiliee however Metal Tiger shall retain a
10% free carry in the Morogoro South Portfolio.
-- At any time following the first anniversary of the JV, on not
less than 90 days notice to Kibo, Metal Tiger may elect to cease
sole funding of the JV expenditure.
For further information on the Company, visit:
www.metaltigerplc.com:
Cameron Parry Tel: +44 (0)207
(CEO) 099 0738
Paul Johnson Tel: +44 (0)7766
(Executive 465 617
Director)
Sean Wyndham-Quin Spark Advisory Partners Tel: +44 (0) 2033
Neil Baldwin Limited 683 555
(Nominated Adviser)
Nick Emerson SI Capital Limited Tel: +44 (0) 1483
Andy Thacker (Sole Broker) 413 500
This information is provided by RNS
The company news service from the London Stock Exchange
END
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