TIDMMTR
Metal Tiger plc
("Metal Tiger", the "Company" or the "Group")
Audited results for the year ended 31 December 2019
Posting of Annual Report and Notice of Annual General Meeting
("AGM")
Proposed Share Consolidation
Metal Tiger plc (LON: MTR), the London Stock Exchange AIM listed
investor in natural resource opportunities, is pleased to announce
its audited results for the year ended 31 December 2019.
Highlights:
-- Sale of the Group's 30% interest in Botswana joint venture with MOD
Resources Limited ("MOD") to MOD, for shares and royalty interests
generating a profit of GBP3.3million, pursuant to Sandfire Resources
Limited's ("Sandfire") takeover of MOD.
-- Received 6,296,990 shares in Sandfire, representing a 3.5% stake in
Sandfire, in exchange for the Company's shares in MOD.
-- Within the Project Investments division, in Botswana, the Company's joint
venture, Kalahari Metals Limited ("KML"), intersected wide zones of
copper mineralisation from diamond drilling at its Okavango Copper
Project.
-- Strong performance from Equity Investments division, reporting a profit
of GBP5.0million (before administration and interest costs), including
dividends from Sandfire of GBP527,000.
-- Equity Investments division investments during the year included an
initial A$0.5million investment in Cobre Limited ("Cobre"), an Australian
copper exploration company, with a further A$2.4million investment at the
year end into Cobre's IPO on the ASX.
-- Raised GBP2.8million (net) through two placings at a price of 1.45p per
share.
-- Draw down of GBP4.2million of new financing under an equity derivative
collar financing arrangement with a global investment bank.
-- Net current assets at the year end of GBP21.7million including a cash
position of GBP5.0million.
-- Profit for the year before taxation of GBP4.5million (2018: loss
GBP4.0million).
Post Period:
-- Initial drilling programme at Cobre's Perrinvale Project commenced,
confirming high grade VHMS mineralisation. Subsequent studies have
identified further drill targets that will be the subject of Cobre's
ongoing 6,000m drilling campaign.
-- Completed investment of A$2.2million into ASX listed South Korean gold
explorer, Southern Gold Limited, resulting in a 17.1% stake in the
company.
-- KML commenced drilling at Kitlanya East but exploration activities were
suspended due to government restrictions related to COVID-19.
-- Sandfire, of which the Company currently owns 3.6%, completed an A4 Dome
exploration drilling campaign, demonstrating encouraging results in a
location near to KML's licences. Sandfire is now working towards a maiden
resource for the A4 Dome, which is likely to have a material impact on
the valuation of the 2% net smelter royalty held by Metal Tiger.
-- Invested a total of GBP570,000 into Trident Resources plc, a diversified
mining royalty and streaming company.
Posting of Annual Report, Notice of AGM and proposed Share
Consolidation
The Annual Report and Accounts for the year ended 31 December
2019 will be available shortly to view and download from Metal
Tiger's website
(www.metaltigerplc.com/investors/financial-reports-accounts), along
with the notice of Annual General Meeting ("the Notice"). Copies of
the abovementioned documents will be posted next week to
shareholders.
The AGM will be held at 10:00am on 30 June 2020 at Higher
Shalford Farm, Shalford Lane, Charlton Musgrove, Wincanton,
Somerset BA9 8HF. Following the restrictions placed on public
gatherings under the Coronavirus Act 2020 by the Government of the
United Kingdom, shareholders are strongly urged not to attend the
meeting in person but to vote by proxy, submitting such votes not
later than 10:00am on 26 June 2020. The Company has implemented
electronic voting and full instructions, including how to request a
paper proxy form, are set out in the Notice.
As set out in the Notice, the Board is proposing a 1 for 10
consolidation in the ordinary shares of the Company. The number of
shares the Company currently has in issue is considerably higher
than that of the majority of companies on AIM with a similar market
capitalisation and the Board believes that this, which results in a
share price quoted in single pence, affects investor perception and
share price volatility. Accordingly, the primary objective of the
proposed share consolidation is to reduce the number of ordinary
shares to a level which is more in line with other comparable
AIM-traded companies and thereby creating a higher share price per
ordinary share.
The Board believes that this will improve the marketability of
the Company's ordinary shares by way of a higher share price and
hopes that, by narrowing the spread of its bid offer price, it will
reduce the volatility in the Company's share price.
Expected Timetable of Principal Events
Announcement of the Share Consolidation 29 May 2020
Publication of Notice and form of proxy 29 May 2020
Latest time and date for receipt of forms of 10:00am on 26 June 2020
proxy for use at the AGM
AGM 10:00am on 30 June 2020
Share Consolidation record date 5:00pm on 30 June 2020
Admission of New Ordinary Shares to trading on 8:00am on 1 July 2020
AIM and crediting of CREST accounts with New
Ordinary Shares
Definitive share certificates (where By no later than 15 July 2020
applicable) expected to be despatched
Notes:
1. References to time are to London time unless otherwise
stated. Each of the dates in the above timetable is subject to
change at the absolute discretion of the Company and its nominated
adviser, Strand Hanson Limited, without further notice.
2. If any of the details contained in this timetable should
change, the revised times and/or dates will be notified by means of
an announcement via a regulatory information service.
3. Certain of the events in this timetable are conditional upon,
inter alia, the approval of the Resolutions to be proposed at the
General Meeting.
Key Statistics
Number of Existing Ordinary Shares 1,522,076,607
Share Consolidation Ratio 10:1
Number of New Ordinary Shares in issue following the Share
Consolidation 152,207,661
ISIN of the Existing Ordinary Shares GB0030493232
ISIN of the New Ordinary Shares GB00BMQC0691
SEDOL of the Existing Ordinary Shares 3049323
SEDOL of the New Ordinary Shares BMQC069
Michael McNeilly CEO of Metal Tiger stated:
"The sale of our interests in our MOD joint venture and the
subsequent sale of MOD to Sandfire represented a critical turning
point for the Company. It has facilitated further exciting new
investments, increased our liquidity and increased our asset value.
Further, the sale has given the Company immediate cash flow in the
term of Sandfire dividends, but also a look through to potential
long term cash flow in the form of a 2% net smelter royalty over
the old MOD/Metal Tiger JV ground covering circa 8,000 km(2) .
"This deal, together with the new share issues during 2019 have
meant that we have been able to acquire investments in Cobre and
Southern Gold and to continue funding our interests in KML, thereby
increasing our portfolio diversity whilst retaining our high-impact
interest in exciting jurisdictions such as the Kalahari Copper
Belt."
Qualified Person's Statement
The technical information contained in this announcement has
been read and approved by Mr Nick O'Reilly (MSc, DIC, 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 the market abuse regulation (EU No. 596/2014) ("MAR").
For further information on the Company, visit:
www.metaltigerplc.com:
Michael McNeilly (Chief Executive Officer) Tel: +44 (0)20 7099 0738
Mark Potter (Chief Investment Officer)
Richard Tulloch Strand Hanson Limited (Nominated Tel +44 (0)20 7409 3494
James Dance Adviser)
Jack Botros
Paul Shackleton Arden Partners plc (Broker) Tel: +44 (0)20 7614 5900
Steve Douglas
Gordon Poole Camarco (Financial PR) Tel: +44 (0)20 3757 4980
James Crothers
Hugo Liddy
Notes to Editors:
Metal Tiger plc is admitted to the AIM market of the London
Stock Exchange AIM Market ("AIM") with the trading code MTR and
invests in high potential mineral projects with a base, precious
and strategic metals focus.
The Company's target is to deliver a high return for
shareholders by investing in significantly undervalued and/or high
potential opportunities in the mineral exploration and development
sector. Metal Tiger has two investment divisions: Equity
Investments and Project Investments.
Equity Investments invests in undervalued natural resource
companies. The majority of its investments are listed on AIM, the
TSX and the ASX, which includes its interest in Sandfire Resources
Limited (ASX: SFR). The Company also considers selective
opportunities to invest in private natural resource companies,
typically where there is an identifiable path to IPO. Through the
trading of equities and warrants, Metal Tiger seeks to generate
cash for investment for the Project Investments division.
Project Investments is focused on the development of its key
project interests in Botswana, where Metal Tiger has a growing
interest in the large and highly prospective Kalahari copper/silver
belt through its interest in Kalahari Metals Limited.
The Company actively assesses new investment opportunities on an
on-going basis and has access to a diverse pipeline of new
opportunities in the natural resources and mining sectors. For
pipeline opportunities deemed sufficiently attractive, Metal Tiger
may invest in the project or entity by buying publicly listed
shares, by financing privately and/or by entering into a joint
venture.
CHAIRMAN'S STATEMENT
FOR THE YEARED 31 DECEMBER 2019
I am pleased to present the Group's annual report and audited
financial statements for the year ended 31 December 2019
One of the foundational pillars of the Board's strategy for the
last several years has been about making the best possible
decisions to ensure continued access to capital in order to
maintain, defend and ultimately partially crystalise the value of
the Company's position in the 30% joint venture with MOD Resources
Limited ("MOD").
In carrying out this strategy the Board considered many factors,
including, but not limited to, short/long term commodity outlooks,
short/long term market conditions, local risks, development and
exploration costs and timelines, capital requirements, the copper
M&A environment and the general corporate position of the
Company.
A partial realisation of this strategy resulted in late 2018
with the sale of the Company's interest in the T3 project to MOD.
In 2019, this was followed up with the sale of our remaining
interests in the MOD joint ventures to MOD, helping to facilitate
the ultimate acquisition of MOD by Sandfire Resources Limited
("Sandfire"). Our two placings, during February and March 2019
raised, in aggregate a net GBP2,773,000, and allowed the Company,
inter alia, to invest additional capital acquiring MOD shares to
maintain its position. Pursuant to Sandfire's subsequent takeover
of MOD, Metal Tiger exchanged its interests in MOD (including
ordinary shares, cashless exercise options and interest in the MOD
joint venture) for a 3.5% stake in Sandfire.
The operating profit for the year, amounting to GBP4,398,000 is
principally due to the sale of our interest in the T3 project, the
gains made in MOD (as crystallised by Sandfire's takeover), and,
subsequently, the mark-to-market gain on Sandfire's share price
performance towards the end of the year.
The net proceeds from two placings also allowed the Company to
make a further US$1.1million investment in Kalahari Metals Limited
("KML"). The Board continues to consider that the Kalahari Copper
Belt in Botswana remains largely under-explored and believes that
the T3 discovery and recent outstanding results at the A4 Dome
(announced by Sandfire in April 2020, which included 18m at 5.2% Cu
and 124g/t Ag from 77m down-hole has resulted in a paradigm shift
in terms of the potential for exploration success. The Board is
excited by this and hopes that it will open up the possibility that
the grade and tonnage required for larger copper producers may
exist in a form in the ground that can be mined economically and
with vast scale.
In December 2019, the Board negotiated an equity derivative
collar financing arrangement with a global investment bank,
pursuant to which the Company drew down GBP4,224,000 of new
financing before fees and interest, allowing a further investment
of GBP1,272,000 (A$2,400,000) to be made into Cobre Limited's
("Cobre") IPO, resulting in Metal Tiger holding a 19.98% stake in
that company on admission to trading on the ASX in January 2020,
diversifying the Group's portfolio, which was heavily weighted
towards Botswana and copper. Cobre is an ASX listed company with
copper, zinc, gold and silver projects in Western Australia. Since
the year end, the Company has also made a number of further
investments, details of which can be found in the Strategic
Report.
As the Board looks to the future, there will be an increased
focus on larger liquid (or with a pathway to liquidity) high
conviction earlier stage investments with a medium to long
investment timeframe and where we can obtain Board representation.
On the less active front the Board is winding down legacy positions
and will be focusing on diversifying into shorter/medium term lower
risk investment opportunities to balance risk profiles against
earlier stage investments.
It is important to note that the Company's key strategy remains
to make the right longer term decisions regarding its investments,
both individually based on their evolving merits, but also in the
context of the Company as a whole. Sometimes, those decisions mean
walking away from investments and to this end, during the year, we
effectively ceased an active interest in our Spanish joint venture
and, since the year end, have terminated our joint venture in
Thailand where we were unable to reach a satisfactory agreement
with our joint venture partner. Our other direct interests in
Thailand remain on a care-and-maintenance basis at present.
A key challenge of the Company remains finding suitable
investments where it can properly implement its strategy given its
relative size and limited access to finance on suitable terms. We
continue to seek opportunities, be that through new or further
investments or divestments of existing investments, to create
shareholder value.
COVID-19 has clearly made an impact on the overall immediate
value of our investment portfolio, which will limit the opportunity
for new investment in the short term but also gives opportunities
for further strategic investment if appropriate. Further details of
our response to the current situation are set out in the Strategic
Review.
Our Annual General Meeting this year will be constrained by the
extent that the Government has lock-down provisions in place. We
have taken the decision that the meeting must be held in line with
Government advice and therefore members will not be allowed to
attend in person and I would encourage shareholders to vote by
proxy in advance of the meeting. Details of how to do so are set
out in the notice of meeting at the end of this Report and
Accounts.
Shareholders will note from the notice of meeting, that the
Board is proposing a 1 for 10 consolidation in the ordinary shares
of the Company.
The number of shares the Company currently has in issue is
considerably higher than that of the majority of companies on AIM
with a similar market capitalisation and the Board believes that
this, which results in a share price quoted in single pence,
affects investor perception and share price volatility.
Accordingly, the primary objective of the proposed share
consolidation is to reduce the number of ordinary shares to a level
which is more in line with other comparable AIM-traded companies
and thereby creating a higher share price per ordinary share.
The Board believes that this will improve the marketability of
the Company's ordinary shares by way of a higher share price and
hopes that, by narrowing the spread of its bid offer price, it will
reduce the volatility in the Company's share price.
It is with great sadness that I have to report the passing of
Terry Grammer on 18 May 2020 after a short period of illness. Terry
was both a colleague and a friend to all who worked at Metal Tiger
and will be sorely missed. Many shareholders will have been
fortunate to have met him over the years. Terry had been part of
Metal Tiger since 2014 and a guiding hand in its development.
During Terry's tenure as Non-Executive Chairman and subsequently
Non-Executive Director the Company has grown from a market
capitalisation of GBP2million into a company with a market
capitalisation of GBP27million. It was Terry's foresight that Metal
Tiger made the initial investment into Botswana in partnership with
MOD Resources. This investment has gone from strength to strength
and will be a legacy to Terry's ability to identify truly
outstanding mineral investment projects. Metal Tiger is today, a
very different company, to when Terry first became involved. He now
leaves behind a company that is well positioned with significant
investments in copper, gold and other metals in Botswana, Australia
and South Korea.
I will take this opportunity to thank all our shareholders,
business partners and staff for their continued support of the
Company as we look to the continuing development and evolution of
the Group.
Charles Hall
Chairman
29 May 2020
CHIEF EXECUTIVE OFFICER'S COMMENTARY
FOR THE YEARED 31 DECEMBER 2019
I am pleased to present the audited results for the year ended
31 December 2019. Alongside the financial statements and supporting
notes, a full review of business activities during the year is
provided within the Strategic Report.
Given that the results are for the period ended 31 December
2019, they reflect a historical position in terms of the Group's
progress and indeed its financial position. Accordingly, to assist,
we have included within the Strategic Report further information on
the key events post year end.
The Board believes that 2019 represented a critical turning
point for the Company. Following an initial indicative offer in
January 2019 for MOD by Sandfire Resources NL (now Sandfire
Resources Limited) (ASX: SFR) at A$0.38 per share, the Board moved
rapidly to obtain critical funding for the business, in a round
that was supported by Sprott Capital Partners LP and Sprott Global
Resource Investments, renowned natural resources investor Rick
Rule, other existing shareholders and new investors. This funding
enabled Metal Tiger to acquire MOD shares and maintain its equity
position in MOD, without needing to exercise its cashless option,
and enabled the Company to continue to contribute towards the 30%
Botswanan exploration joint venture.
The sale and purchase agreement negotiated and executed with MOD
in 2018 (and described in the financial statements for the year
ended December 2018) saw Metal Tiger with a substantial equity and
cashless option position in MOD and crucially Board representation.
The Company was actively involved with the evaluation and execution
of the conditional recommended offer from Sandfire at an effective
offer price of A$0.45 per MOD share received on 25 June 2019 . The
transaction completed in October 2019 with Metal Tiger ultimately
receiving 6,296,990 new ordinary shares in Sandfire representing
approximately 3.5% of the company.
In order to facilitate the consummation of the deal the Board of
Metal Tiger agreed to take all its consideration in shares. As part
of the acquisition, MOD exercised its option to acquire Metal
Tiger's 30% of the exploration joint venture which, in accordance
with pre-agreed documentation, resulted in Metal Tiger obtaining a
2% net smelter royalty over the Tshukudu Exploration Botswana (Pty)
Limited ("Tshukudu Exploration") properties and interests which
cover approximately 8,000km(2) of prospective land. The Board
believes that this royalty has the potential to significantly
increase in net present value, especially given encouraging,
although early, assay results released from Sandfire on the A4 Dome
which sits just 8km away from the T3 project.
During my tenure on the Board of MOD, as a representative of
Metal Tiger but also MOD shareholders at large, I repeatedly had to
balance the potential conflict of interest of ensuring the best
outcome for all MOD shareholders whilst also ensuring the best
outcome for Metal Tiger shareholders. I am pleased to say that the
outcome was I believe ultimately desirable for both.
The first half of 2019 saw a sharp increase in the copper price
from lows in early January with the price hitting highs in April
followed by a sharp decrease in the copper price which started in
May, largely coinciding with the US stating that it would implement
increased tariffs from 10% to 25% on US$200billion worth of Chinese
goods in September. The price remained under significant pressure
from the trade war despite a positive medium to long term
supply/demand story and an ever-increasing push for green energy
and emissions reductions. Experts were torn as to whether or not a
trade deal would occur or whether the trade war would worsen, which
led to increasing global economic uncertainty. Ultimately a phase
one trade deal was agreed in December between the US and China
eliminating concerns of immediate further escalation and was
ultimately signed in January 2020.
During the year the Company made a further investment of
US$1.1million in KML and since the year end has made a further
investment of US$1.5million into the joint venture, whilst
simultaneously being granted a 2% net smelter royalty over seven of
KML's licences covering, in aggregate, 6,650km(2) .
Towards the end of 2019, the Company made investments, in
aggregate, of GBP2,051,000 for a 19.98% stake in Cobre Limited
(ASX: CBE) which is focused on projects in Western Australia where
it has intercepted near surface high grade copper, gold, silver and
zinc in a VHMS setting. Since the year end Metal Tiger has made an
investment in Southern Gold Limited (ASX: SAU) and in Trident
Resources Plc (LON: TRR) and has been trading its holding in
Sandfire, taking advantage of market conditions, as and when
applicable. Further details of these, and other, investments are
given in the Strategic Report.
In order to facilitate further investment, whilst still
retaining potential upside in its investment in Sandfire, the
Company negotiated an equity option and loan facility during the
year with a global investment bank. An equity derivative collar
forms part of this arrangement, limiting the Company's exposure to
movements in Sandfire's share price. At the year end A$8.2million
(GBP4.3million) had been drawn down.
Thailand remains in a care and maintenance state, as reported
last year, although since the year end we have terminated the joint
venture arrangements at Boh Yai. We continue to have an investment
in Logrosán Limited, with its operations in Spain, although we are
no longer involved in or funding those operations and have written
down our investment to nil.
Following the significant changes in our portfolio of both
project and equity investments, it is the Board's belief that the
Group, going forward, has a diverse and varied exposure to several
strong management teams, commodity classes, range of jurisdiction
and some excellent geology with the potential for significant
returns.
I would like to place on record my thanks to all the team at
Metal Tiger and its advisers who have worked incredibly hard to
bring the Company to its present strong position.
On 18 May 2020, family, friends, colleagues and the mining
industry lost one of the great ones, a man with a fascinating
career, a unique personality and a sharp and inquisitive mind with
a passion for science, geology and mining. What many won't know is
that, behind the persona, he had a huge amount of compassion, a big
heart. He cared deeply about the Company and we would regularly
speak for hours about how to navigate the business, make the
optimal decisions and take calculated risks.
Terry was both a colleague, close friend and mentor to me. He
had a knack for mentorship and I was not unique in this regard.
Countless were those that sought his advice and guidance and if you
had earned his respect, he was exceptionally generous with passing
on his wealth of knowledge acquired from years of experience both
technically and corporately. He was a man with great ambition and
great accomplishments who never "worked" because his work was his
passion. This translated throughout his career in his involvement
and contribution in many great industry success stories. Metal
Tiger would not be in the position it is in today without his
tremendous contribution.
Terry helped lay the foundations and we will build from there.
He will be greatly missed by all at Metal Tiger. Our thoughts and
prayers go out to his family.
And finally my thanks also to the shareholders who have
continued to support the Company and to those investors who helped
finance the Company. We continue to deliver our strategic
objectives of generating value in the resource sector for the
benefit of Metal Tiger shareholders.
Michael McNeilly
Chief Executive Officer
29 May 2020
STRATEGIC REPORT
FOR THE YEARED 31 DECEMBER 2019
RESULTS
The results of the Group for the year ended 31 December 2019 are
set out the Consolidated Statement of Comprehensive Income and show
a profit before taxation for the year ended 31 December 2019 of
GBP4,472,000 (2018: loss GBP3,958,000).
The net asset value of the Group rose to GBP26,937,000 from
GBP18,951,000 being 1.73p per share from 1.40p per share in 2018 on
a fully diluted basis.
REVIEW OF THE BUSINESS DURING THE YEAR
The Group's operations are carried out within two segments for
reporting purposes.
The Project Investments segment (previously Direct Projects)
includes investments into mineral exploration and development
projects either through subsidiaries, associates or joint venture
companies, operated by the Group's in-country partners who have the
requisite knowledge and expertise to advance projects.
The Equity Investments segment (previously Direct Investments)
includes either both strategic investments and those which are part
of the on-market portfolio. Strategic investments are those where
Metal Tiger seeks to influence positively the management of
investee companies to enhance shareholder value. The on-market
portfolio investments in listed mining equities and warrants are
held with a view to making capital gains both in the short and long
term as a result of market mispricing or an increase in underlying
commodity prices. The on-market portfolio consists of investments
in listed mining equities and warrants where the Board believes the
underlying investments are attractive.
The following sections of the review cover the operations of
both segments during the year, the Group's general investment
policy and central operations including administrative costs and
working capital.
Project Investments (previously Direct Projects)
BOTSWANA
Joint venture operations with MOD Resources Limited
At the start of the year, Metal Tiger held a 30% stake in Metal
Capital Exploration Limited ("Metal Capital Exploration"), 70/30
owned by MOD and Metal Tiger and operated by Metal Capital
Exploration's wholly owned subsidiary Tshukudu Exploration.
Initially, the joint venture, operated by MOD had planned to
conduct follow-up drilling on the A4 Dome in the second half of
2019 but these plans never materialised. In January 2019 MOD
Resources announced a A$15million capital raise comprising
A$10million through an institutional placement and A$5million
through a rights issue. Metal Tiger took up its full entitlements
under the rights issue financing the investment by selling some of
its existing holding in MOD shares for proceeds of circa GBP254,000
to help finance the lower-priced rights issue.
In May 2019, MOD announced planned work programmes as part of a
proposed wider growth strategy to add substantial value by
systematically building mineral resources in potential T3 satellite
deposits, with the aim of building a pipeline of satellite mines to
leverage planned T3 infrastructure and provide increased and
supplementary production throughput to the planned T3 processing
plant. The planned work targets focused on the T20 exploration
project, the T23 Dome and the A4 Dome prospect.
During this period, Sandfire announced an indicative offer,
followed by a firm offer, for MOD and on 25 June 2019, MOD and
Sandfire executed a binding scheme implementation deed in relation
to a conditional recommended share-for-share offer for MOD from
Sandfire at an offer price of A$0.45 per share, to be effected by
way of a scheme of arrangement in Australia. From the date of the
offer Metal Tiger no longer had an obligation to contribute its 30%
towards the Tshukudu Exploration joint venture.
The terms of the offer required MOD to exercise its option to
buy out Metal Tiger's 30% interest in Tshukudu Exploration to be
settled in an issue of MOD shares subject to approval by MOD
shareholders. On completion of the offer, the sale of the Company's
30% stake resulted in a profit of GBP3,309,000 which is recorded in
the financial statements for the year.
The details of the offer, as announced, were:
-- 0.0664 Sandfire shares to be offered in exchange for every MOD share held,
with MOD shareholders also being offered up to 25% of the consideration
in cash, as part of a mix and match facility;
-- The offer price represented a premium of approximately 45% to the closing
price per MOD share on 24 June 2019 and valued MOD's current issued share
capital at A$137.0million (approximately GBP74.0million);
-- Pursuant to the offer, MOD will exercise its option over Metal Tiger's
30% interest in Tshukudu Exploration, with an exercise price of
A$10.05million (GBP5.25million) due to Metal Tiger, to be settled in MOD
shares at the offer price, which subject to MOD shareholder approval,
will be issued prior to the scheme becoming effective and acquired by
Sandfire pursuant to the offer;
-- Metal Tiger will retain the right to a 2% net smelter royalty over the
Tshukudu Exploration properties and interests (which cover approximately
8,000km2 of prospective land in the Kalahari Copper Belt);
-- Metal Tiger's aggregate interest in MOD (including consideration of
22,322,222 MOD shares for its 30% interest in Tshukudu Exploration, its
31,838,393 MOD shares and its 40,673,566 MOD options) was valued at
A$42.7million (approximately GBP23.2million) at the offer price;
-- Metal Tiger committed to vote in favour of the offer and to elect to
receive Sandfire shares as consideration for its interests in MOD; and
-- Sandfire to use reasonable endeavours to set a record date for the
payment of its full year dividend following completion of the offer,
thereby allowing MOD shareholders to benefit from such a dividend.
Metal Tiger committed to receiving Sandfire shares, rather than
receiving cash pursuant to the mix and match facility, in respect
of its entire consideration. The Board's primary reasons for this
were as follows:
-- the enlarged Sandfire group would have a stronger financial position and
the merger is expected to facilitate the accelerated development of the
T3 project and the exploration potential of MOD's extensive land
interests, where Metal Tiger will retain a 2% net smelter royalty over
any future production from the Tshukudu Exploration projects;
-- Metal Tiger will maintain exposure to the value created to date in the
expected development of the T3 project towards commercial production;
-- The enlarged Sandfire group will have a more diverse asset base than MOD
and Metal Tiger will gain exposure to the potential for substantial value
creation from Sandfire's high grade copper development and exploration
projects, both in Australia and overseas;
-- Sandfire had historically paid dividends to its shareholders and, whilst
there could be no guarantee this would continue in the future, it could
be expected to be a new source of income for Metal Tiger; and
-- Sandfire shares are more liquid than MOD shares and the combined Sandfire
group is expected to have increased media and research/broking coverage.
On 9 October 2019, the scheme of arrangement became effective
and on 23 October 2019 the Company received 6,296,990 new ordinary
shares in Sandfire.
Sandfire announced a dividend payment of A$0.16 per share on 29
November 2019 which is included in the Income Statement for the
year as investment income within the Equity Investments segment
amounting to GBP527,000.
Kalahari Metals Limited
KML holds an extensive exploration land package in the Botswana
portion of the Kalahari Copper Belt. The exploration licence
holding has been divided into four key project areas situated in
strategic portions of the basin including extensions of Cu-Ag
mineralisation along strike and in proximity to JORC Code compliant
mineral resources estimates generated by Sandfire and Cupric Canyon
Capital (Khoemacau Copper Company Ltd).
In 2019 Metal Tiger increased its position in KML with a further
investment of US$1.1million which was used to fund further
exploration on KML's projects. Exploration work included airborne
geophysical surveys, focused soil sampling and drill testing of
targets. In addition, KML was able to advance its earn-in agreement
with Triprop Holdings Ltd ("Triprop") and agree a merger with
Kitlanya Limited ("Kitlanya"), subsequently completed after the
year end when approval of control was granted by the Botswana
government, providing access to an extensive land package in the
Kalahari Copper Belt.
Environmental permitting
Environmental management plans were submitted to the Botswana
Department of Environmental Affairs for each of the project areas
during the year and approvals have since been received for all the
KML projects allowing for drill testing of targets.
Okavango Copper Project ("OCP") exploration
A total of 885km of detailed airborne electromagnetic ("AEM")
geophysics data were collected over priority areas which include
strike extensions of prospective Cu-Ag mineralised D'Kar
Formation-Ngwako Pan Formation ("DKF-NPF") contact. By modelling
marker conductors above the mineralised contact it was possible to
directly position follow-on drilling. Six drill holes were
completed in Q4 2019 totalling a length of 1,656m. Of the six
holes, five successfully intersected Cu-Ag mineralisation above the
DKF-NPF contact at the depths modelled from AEM data.
Given the successful exploration methodology and encouraging
geological intersections, further drill testing is planned.
Ngami Copper Project ("NCP") exploration
A total of 1,498km of detailed AEM data and 1,839km of
ultra-high resolution heliborne magnetic data were collected. As
with the OCP, the AEM data were used to plan follow-on drilling
positions which focused in fold hinge zones where mineralisation is
potentially upgraded.
In contrast to the OCP, the modelled conductors in the NCP
appear to relate to younger Karoo age cover rather than marker
conductors above the DKF-NPF contact. As a result, drilling relied
more on modelling of magnetic data. Seven holes totalling 1,383m
were drilled with one intersection of mineralised contact achieved
in drill hole NCP06. Including previous drilling by Triprop, Cu-Ag
mineralisation has now been intersected on two anticline limbs and
in a fold hinge zone proving the potential for economic Cu-Ag
mineralisation along the north-western margin of the Kalahari
Copper Belt.
Kitlanya East ("KIT-E") exploration
Re-interpretation of historical magnetic, sampling and drill
data has identified several promising structures where lower DKF
stratigraphy and associated Cu-Ag mineralisation may be present
near surface. These results were further supported by regional soil
sampling traverses undertaken in the latter part of 2019.
Given the proximity of the project to Sandfire's T3 project and
A4 Dome target, the northernmost target area was prioritised and
covered with a detailed 527km AEM survey. The results highlighted
several folded conductors which appear to be related to lower DKF
marker units above the mineralised DKF-NPF contact. Results have
been used to plan a first phase of targeted stratigraphic
drilling.
Kitlanya West ("KIT-W") exploration
Re-interpretation of historical airborne magnetic and
electromagnetic data identified several prospective contacts and
fold structures with potential for Cu-Ag mineralisation. An 847km
regional AEM survey was flown over the extensive project area in
order to evaluate the effectiveness of the method, map Kalahari
cover thickness and identify lower DKF marker conductors.
Results from the AEM have identified three prominent dome-like
targets which present possible analogues to Sandfire's T3 and A4
deposits. AEM modelling additionally suggests that the Kalahari
cover thickness is relatively thin (<50m on average) encouraging
the use of soil sampling. 3,550 soil samples were collected on
regional traverses across the project area the results of which
provide support for the magnetic and AEM modelling with seven
priority areas identified for follow-up.
Licence summary
Licence
Area
KML Valid Valid Duration (km(2)
Holder Project Earn-in Licence ID for from Valid to (years) ) Status
Prospect Renewals
KML OCP 100% PL148/2017 Metals 1/7/2017 30/6/2020 3 998 submitted
PL149/2017 1/7/2017 30/6/2020 3 998
Sub-total 1,996
Base
Metal,
Precious
Metals & Renewals
Triprop NCP 51% PL035/2012 PGMs 1/4/2018 31/3/2020 2 756 submitted
PL036/2012 1/1/2018 31/12/2019 2 252
OCP 51% PL041/2012 1/4/2018 31/3/2020 2 103
PL042/2012 1/4/2018 31/3/2020 2 483
PL043/2012 1/4/2018 31/3/2020 2 473
Sub-total 2,067
Base
Metal,
Precious
Metals & Renewals
Kitlanya KIT-E 100% PL070/2017 PGMs 3/03/2020 31/12/2021 2 994 granted(1)
PL071/2017 3/03/2020 31/12/2021 2 914
PL072/2017 3/03/2020 31/12/2021 2 845
KIT-W 100% PL342/2016 5/02/2020 31/12/2021 2 942
PL343/2016 5/02/2020 31/12/2021 2 956
Sub-total 4,651
Total Area 8,714
1 The duration of the licences is intended to run for two years
from the start of the period of their validity; an application has
been made to the Department of Mines in Botswana to correct the
expiry dates shown.
THAILAND
The Company continued negotiations with its joint venture
partner during the year to seek to renegotiate the terms of the
acquisition and joint venture agreement entered into between Metal
Tiger and certain group companies, Kanchanaburi Exploration and
Mining Company Limited, Boh Yai Mining Company Limited ("BYMC") and
the majority owner of both companies, Mr Pornnaret Klipbua, with a
view to farming into BYMC in order to facilitate the joint venture
to run an exploration drill campaign at Boh Yai lead-zinc-silver
mine ("Boh Yai"). Since the year end, those negotiations have been
terminated by the Company as there was insufficient common ground
from which mutually acceptable terms would be forthcoming. Further
details of the impact of this on the Group's financial results for
the year ending 31 December 2020 are given in the post balance
sheet notes on below.
Metal Tiger retains twelve exploration licence applications in
Thailand which have been fully progressed at the relevant
permitting body, the Department of Primary Industries and Mines,
and to the Company's knowledge as at the date of publication of
these accounts, remain in good standing. Should these exploration
licence applications be granted, and confirmation of such is
awaited, the Board will consider whether or not to pursue
appropriate exploration programmes at the time of granting.
SPAIN
In the first quarter of 2019, work within Metal Tiger's Spanish
joint venture, Logrosán Minerals Limited ("LML"), centred on a
short reconnaissance drilling programme designed to support a
decision on further work at the Logrosán tungsten and gold project.
The work was conducted in a cost-effective manner, utilising spare
drill rig capacity and with direct staffing by our joint venture
partner, Mineral Exploration Network (Finland) Ltd.
Drilling located five high grade tungsten intersections
averaging 3m at 0.3% WO(3) , plus associated tin credits, confirmed
at depth and further drilling yielded three high grade, one metre
wide, gold intersections (ranging between 9.7g/t and 96.2g/t Au)
across two separate targets which have delineated subsurface gold
for the first time in the Logrosán area.
Whilst the results were in line with and even exceeded
expectations in parts, the Board considered that considerable
additional expenditure would be needed in order to yield a
potential profitable return on the investment and, following a
review of the Spanish operations, such investment could not be
warranted. It was therefore decided to provide fully against the
cost of the investment in LML. Whilst this decision was made in
early 2020, it reflects the Board's view of the position as at the
2019 year end and accordingly this provision is reflected in these
financial statements as a loss of GBP473,000. Metal Tiger retains a
36% shareholding in LML but expects that this may be further
diluted if LML's board decides to progress with other funding
sources.
Equity Investments (previously Direct Equities)
Equity Investments continues to invest in high potential mining
exploration and development companies with a preference for base
and precious metals. The focus is to invest in mining companies
that are significantly undervalued by the market and where there is
substantial upside potential through exploration success and/or
development of a mining project towards commercial production.
Key events during 2019
During the period 1 January to 31 December 2019, net assets in
the Equity Investments segment increased to GBP22,149,000 from
GBP12,241,000 and reported a profit of GBP4,969,000 before finance
and administrative costs, primarily driven by the increase in value
of the Company's investments by the sale of MOD to Sandfire (which
valued MOD at A$167million on a fully diluted basis) as announced
on 25 June 2019 and which completed on 23 October 2019. The Company
elected to take 100% scrip consideration in the form of Sandfire
shares pursuant to the terms of the takeover offer. This takeover
was successfully concluded despite the challenging market
conditions for metals primarily the result of the US-China trade
war. Towards the end of the year the Company received its first
dividend of GBP527,000 from its holding in Sandfire, which is also
included in the above profit for the segment.
The Company's largest equity investment as at 31 December 2019
was a 3.5% equity interest (6,296,990 ordinary shares) in Sandfire,
valued at GBP19,951,000. Sandfire is a mid-tier Australian mining
and exploration company listed on the Australian Securities
Exchange and operates the high-margin DeGrussa copper-gold mine,
located 900km north of Perth in Western Australia, which produces
high quality copper-in-concentrate with significant gold credits.
In addition, Sandfire has a global project development pipeline
that spans the world's major continental zones: Asia-Pacific,
Europe, Middle East and Africa and the Americas.
The Company also invested during 2019 in several early stage
exploration companies in Asia, North America, South America and
Australia, with exploration projects in copper, gold, silver, zinc,
and tungsten.
Of notable interest was the Company's investment towards the
year end in Cobre Limited, the copper exploration company in
Australia which is the owner of Toucan Gold Pty Ltd ("Toucan")
which holds a group of tenements collectively referred to as the
Perrinvale Project in central Western Australia. The Company
initially made a pre-IPO investment of A$500,000 together with a
binding commitment to take further shares in the IPO which was
fully subscribed by 31 December 2019. The further investment of
A$2.4million (GBP1,272,000) is included in the financial statements
as a current asset investment and a corresponding liability for
payment. The IPO and listing of Cobre on the ASX subsequently took
place in January 2020 resulting in Metal Tiger having a 19.98%
stake in that company.
The Equity Investments segment of Metal Tiger acquired a
significant interest in Sandfire shares during the year as a result
of the takeover of MOD by Sandfire as outlined above. The Sandfire
offer for MOD was at 108% premium to the undisturbed closing MOD
share price on 18 January 2019. (being the latest practicable date
prior to Sandfire's initial non-binding offer for MOD on 21 January
2019). Accordingly, this takeover at a substantial premium to the
pre-announcement share price created significant value for Metal
Tiger.
Along with the acquisition of stock in Sandfire as a result of
the sale of MOD, four new listed minority equity investments and
five follow-on minority equity investments at a total investment
cost of GBP7,723,000 were made in 2019.
Six minority equity investments were partially or completely
exited in 2019 raising gross proceeds of GBP909,000.
Outlook
At 31 December 2019, the majority of Metal Tiger's investment
portfolio was invested in Sandfire. Sandfire continues to operate
the highly successful DeGrussa copper-gold mine in Australia, and
continues to progress to commercial production a number of base
metals development projects in North America, Africa and Australia.
Although the value of the Company's stake in Sandfire has been
affected by the recent COVID-19 outbreak, the Company is optimistic
that this situation will be resolved during 2020 and the Company's
equity investments will benefit from a global economic
recovery.
Metal Tiger also has a number of Equity Investments investments
in early stage, exploration-focused mining companies. These
investments are higher risk and may result in substantial gains or
a significant loss of value. Many of these companies are actively
pursuing exploration drilling campaigns and we look forward to
reporting significant results during the course of 2020.
Summary of listed investments held at 31 December 2019
Value at
Investment Listing Description No. of securities held year end GBP
1,675,125 ordinary
shares (held as a 5,307,000
Copper, gold non-current asset as
Sandfire and silver security for loan)
Resources mining and 4,621,865 ordinary
Limited ASX exploration shares (uncharged) 14,644,000
2,000,000 ordinary
Aurelius shares 2,000,000
Minerals Gold warrants (CAN$0.06, 58,000
Inc. TSX-V exploration expiry 16/4/2021) 46,000
96,550,000 ordinary
Molyhil shares 10,000,000
Thor Mining tungsten warrants (5p, expiry 415,000
plc AIM/ASX project 29/1/2020) --
8,108,108 warrants
Greatland Gold (2.5p,expiry
Gold plc AIM exploration 27/8/2021) 45,000
Sable Gold and
Resources silver 1,000,000 ordinary
Limited TSX-V exploration shares 53,000
Arkle AIM Zinc 7,719,952 ordinary 91,000
Resources exploration shares 4,800,000
plc warrants (1.8p, expiry 6,000
11/9/2020) 4,819,277
warrants (7p, expiry -
9/3/2020)
iMetal TSX-V Gold 1,670,000 ordinary 63,000
Resources exploration shares 670,000 8,000
Inc. warrants (CAN$0.20,
expiry 18/3/2021)
Summary of unlisted investments held at 31 December 2019
No. of
securities Value at
Investment Listing Description held year end GBP
7,350,000
ordinary
shares
Contracted
subscription
rights for
Private; 12,000,000
listed on ASX Base metal ordinary
Cobre Limited 31/1/2020 exploration shares 2,051,000
Lithium and 7,627,447
Pan Asia Metals tungsten ordinary
Limited Private exploration shares 443,000
1,666,667
Veta Resources Gold ordinary
Inc. Private exploration shares 48,000
3,840,909
ordinary
Tally Limited Private Gold currency shares 58,000
Investment Policy
Proposed investments to be made by the Group may be: either
quoted or unquoted; made by direct acquisition or through farm-ins;
may be in companies, partnerships or joint ventures; or direct
interests in mining projects. Target investments will generally be
involved in projects in the exploration and/or development stage
and/or producing mines.
The Group's Project Investments currently remain focused on
projects located in South East Asia, Australia, and Africa but will
also consider investments in other geographical regions. The
Directors identify and assess potential investment targets and,
where they believe further investigation is required, appoint
appropriately qualified advisers to assist. The Group carries out a
comprehensive and thorough project review process in which all
material aspects of any potential investment are subject to
appropriate due diligence.
The Group's Equity Investments segment includes both strategic
and on-market investments. In considering acquisitions and
hold/sell decisions the Group considers the commodity price
outlook, the track record of management, the ability for the Metal
Tiger management team to "add value" through corporate governance,
financial and technical expertise, the potential to increase
substantially the value of any mining asset through exploration and
development regardless of commodity price performance, and the
ability to exit. Investments are made in low and medium risk
geographic jurisdictions.
The Company intends to deliver shareholder returns principally
through capital growth rather than income distribution via
dividends and actively manages its investment portfolio to achieve
this aim. Given the nature of the investing policy, the Company
does not intend to make regular periodic disclosures or
calculations of net asset value. The Board considers that, in due
course, the Company may require additional funding as investments
are made and new investment opportunities arise.
Administrative Expenses
The level of administrative costs in the year can fluctuate
significantly depending on the level of costs in the Group and can
fluctuate significantly depending on the level of activity both as
regards the work carried out on acquisitions and disposals, in
managing Project Investments and, in our subsidiaries, in
operational project costs, which are written off unless they comply
with the Group's capitalisation policy as set out in note 2 to the
financial statements, and on the level of professional costs,
principally legal costs, involved with project acquisition and with
Equity Investments purchases and sales.
The Company was pleased to settle its outstanding dispute with
HMRC over partial exemption and cost provisions of GBP138,000 made
in 2017 and 2018 have been written back in the current year (2018:
charge of GBP216,000). After taking into account the effect of
this, administration costs from 2018 to 2019 have remained broadly
stable, with a reduction in staff and office overheads in both the
UK and Thailand offset by an increase in exploration costs and
professional fees, the latter principally relating to equity
transactions undertaken during the year including the acquisition
of MOD by Sandfire and advice on corporate financing.
Finance and Working Capital
During 2019, Metal Tiger received a net GBP2,773,000 through two
placings undertaken with third-party investors (2018: GBP6,547,000
all issues). GBP909,000 (2018: GBP3,967,000) was raised from the
disposal of investments within the Equity Investments segment. Mr
Rick Rule, portfolio manager of Exploration Capital Partners, the
Company's largest shareholder, participated personally for a total
investment of GBP870,000. The funding allowed Metal Tiger to
contribute to the then joint venture with MOD but, more critically,
allowed the Company to be in a strong cash position as the future
path for MOD evolved.
New bank financing was obtained during the year with a global
investment bank via an equity derivative collar financing
arrangement. A$8.2million was drawn down toward the year end
raising GBP4,224,000 before costs and interest. The loan has a
final repayment date of 16 December 2022 and is secured on
1,675,125 ordinary shares in Sandfire held by the Company. The
Company is partially protected from movements in the price of the
security shares, and hence on the funds needed at repayment of the
loan, by a put/call arrangement with the lender. Subject to the
lender's approval, the pricing of a deal and the value of the
remaining uncharged Sandfire shares which would be used as
security, further draw-downs pursuant to a master facility
agreement are available to the Company. The number of shares
provided as security and the amount of the put/call is dependent at
each point on the amount of the loan drawn down. Details of the
derivative and loan are given in notes 17 and 23 respectively.
Dividends received from Equity Investments amounted to
GBP527,000 (2018: GBPnil).
Operating activities cash flow expense, including expensed
exploration costs relating to Thailand, consumed GBP2,191,000
(2018: GBP3,652,000), the reduction in the period mainly reflecting
overhead savings although the 2018 comparative cashflow was
affected by overhead costs incurred in 2017 but paid in 2018;
GBP24,000 was incurred in the disposal of assets in Botswana (2018:
GBP946,000); GBP1,174,000 (2017: GBP3,359,000) on new investments
within the Equity Investments segment and GBP1,472,000 (2018:
GBP3,438,000) on funding Project Investments operations in Thailand
and Botswana.
The Group had cash reserves at 31 December 2019 of GBP5,007,000
(2018: GBP1,859,000) and net current assets of GBP21,734,000 (2018:
GBP13,917,000).
KEY PERFORMANCE INDICATORS
The key performance indicators are
set out below:
31 December Change
31 December 2019 2018 %
Net asset value GBP26,937,000 GBP18,951,000 +42%
Net asset value -- fully diluted per
share (1) 1.73p 1.40p +24%
Closing share price 1.38p 1.25p +10%
Share price premium/(discount) to net
asset value -- fully diluted (20)% (11)% +86%
Market capitalisation GBP21,439,000 GBP16,874,000 +27%
(1) Fully diluted net asset value is calculated on the aggregate
number of shares in issue at the year end and the number of
warrants and options in the money at the year end. There were no
warrants or options in the money at the year end (2018: none).
Given the nature of the Group's investments, the tendency is for
investors to look at the Group's net assets and compare this to
market capitalisation. The Company does not believe that this
simplistic valuation metric works in respect of Metal Tiger as the
Group is focused on investment in major resource projects where the
value of an interest can increase very rapidly with successful
ground exploration or corporate developments.
Where a project or investment has been made to acquire
commercially valuable interests, or where the Group has acquired
valuable project data and strategic positioning in exploration
licences, mining licences and licence applications, then the costs
of investment will be capitalised in the Statement of Financial
Position at the period end.
Shareholders should note therefore that at present the published
net asset position of the Group will largely comprise the working
capital representing predominantly cash, investments in joint
ventures and associates and liquid tradeable resource shares.
POST YEAR DEVELOPMENTS
Project Investments (previously Direct Projects)
Botswana -- Kalahari Metals Limited
On 20 January 2020, Metal Tiger announced that the Botswana
Ministry of Mines ("the Ministry") had granted approval for the
change of control of both Kitlanya Limited and Triprop Holdings
(Pty) Limited. Accordingly, following these approvals, KML is
interested in 100% of Kitlanya and 51% of Triprop.
On 14 February 2020, Metal Tiger announced a further investment
of US$1.5million in KML which means Metal Tiger is currently
interested in 62.2% of KML. As part of the investment, Metal Tiger
has been conditionally granted a 2% net smelter royalty over all
KML's wholly owned licences, being seven licences covering, in
aggregate, 6,647km(2) . The five exploration licences owned by
Triprop (in which KML has a 51% interest) do not form part of the
royalties. The royalties will fall away should Metal Tiger invest a
further amount at a lower valuation than the Investment, subject to
a cap of US$500,000. In other words, any further investment by
Metal Tiger up to US$500,000 must be at the same valuation as the
investment if the royalties are to be maintained.
It was further noted that drilling at Kit-E would initially
consist of four scout diamond holes, targeting fold hinge
structures identified in the then recently completed detailed AEM
survey, which may represent carbonaceous marker units in the lower
D'Kar Formation above the contact with the underlying Ngwako Pan
Formation. This contact is host to the bulk of identified Cu-Ag
mineralisation in the Kalahari Copper Belt. Intersection of the
prospective DKF-NPF contact will significantly upgrade the
potential for discovery of exploitable mineralisation on this
project. Further sampling and a more extensive reverse circulation
drilling programme are expected to be initiated after assessment of
results from the diamond drilling. It is worth noting that
Sandfire's T3 project is circa 5km away from the border of the
northern licence of Kit-E where drilling is planned. Soil sampling
traverses are planned over additional anticlinal targets, where
Cu-Ag mineralisation may be upgraded. Results from the soil
sampling are expected to assist in advancing these targets for
geophysical follow-up and drill testing.
On 9 March 2020, Metal Tiger announced that the drilling
programme at Kit-E had commenced and would consist of a planned
1,200m of drilling. In addition, the Botswana Department of Mines
granted prospecting licence renewals for 100% of the original
licence areas, covering both KIT-E and KIT-W, for a further two
years. KML's agreed work programme includes soil geochemistry
sampling, targeting shallow mineralisation in an interpreted
anticlinal structure to the south of the Phase 1 drilling
programme, which was planned to start in late March 2020.
As announced on 2 April 2020, KML's exploration activities were
suspended following the instigation of a 28 day lockdown period
ordered by the Government of Botswana. Restrictions are being eased
sector by sector and the company plans to resume work once
cross-border traffic is permitted.
Thailand -- Boh Yai
On 12 March 2020, the Company announced the termination of the
acquisition and joint venture agreement in respect of the Boh Yai
lead-zinc-silver mine in Thailand. The Company was unable to reach
terms with its prospective joint venture partner to accept a deal
without an upfront payment. In light of this, as well as the
prevailing macro-economic environment, the risk-reward ratio was
not acceptable to Metal Tiger given a number of factors, including
future allocation of funds to support existing investments,
potential future investments and the desire to maintain a strong
liquidity profile without the potential need to seek equity
financing. As at 31 December 2019, GBP731,000 had been invested in
the project and a write-off of this investment will be reflected in
the financial statements for the year ending 31 December 2020.
New opportunity pipeline
Opportunities continue to grow and Metal Tiger is considering
ways to capture value from pipeline opportunities within Metal
Tiger and also from third parties.
Equity Investments (previously Direct Equities)
Cobre Limited
Following its listing on the Australian ASX in January 2020,
Cobre has completed its initial drill programme.
Cobre intercepted significant high-grade copper intersects at
Schwabe Prospect, including:
-- 6m @ 8.39% Cu, 3.52% Zn, 30g/t Ag, 0.14% Co, 3.1g/t Au from
49m
-- 6m @ 5.39% Cu, 3.89% Zn, 22g/t Ag. 0.1% Co, 1.4g/t Au from
28m
Furthermore, drilling at Zinco Lago prospect uncovered
disseminated, stinger and narrow massive base metal sulphide
mineralisation.
Down hole electromagnetic surveys have been undertaken on the
completed diamond core drill holes at the Schwabe, Zinco Lago and
Monti Prospects, plus two of the reverse circulation holes drilled
in 2019.
A number of promising electromagnetic conductors have been
identified within the Perrinvale Project including: the existing
Schwabe drill area; below recent drilling at Zinco Lago; off hole
along the Zinco Lago - Lago Rame gossan trend; and adjacent to the
recent Monti drilling.
On 13 May 2020, Cobre announced that it had completed the
acquisition of the 20% interest in Toucan that it did not already
own. Accordingly, Cobre now owns 100% of Toucan, allowing Cobre to
make key strategic decisions independently in relation to the
Perrinvale Project. In addition, Metal Tiger has agreed to invest,
subject to Cobre shareholder approval later this year, a further
A$310,000 at A$0.20 per share, which, assuming no further shares
are issued by Cobre, would result in Metal Tiger maintaining its
19.98% interest in Cobre.
Southern Gold Limited
Southern Gold Limited is an ASX listed resource exploration and
development company with gold epithermal exploration properties in
South Korea. Metal Tiger invested a total of A$2.2million for a
total of 17.1% of the issued share capital of Southern Gold.
Following its investment, Metal Tiger has a right to appoint a
director to the board of the company. Prior to his death on 18 May
2020, Terry Grammer had been proposed as the Company's
representative director. An alternative appointment will be
announced in due course.
Sandfire Resources Limited
Since the year end, Metal Tiger has acquired a further 370,000
shares in Sandfire for an aggregate cost of GBP710,000 and sold
315,000 Sandfire shares at a total price of GBP657,000.
Accordingly, Metal Tiger is currently interested in 6,351,990
Sandfire shares, representing 3.6% of Sandfire's issued share
capital.
Trident Resources Plc
Trident Resources Plc is a growth-focused diversified mining
royalties and streaming company currently listed on the Standard
Segment of the Official List of the London Stock Exchange and is
seeking a re-listing on AIM. Metal Tiger has invested GBP570,000 as
part of the company's fund raise and, following its admission to
AIM, would hold 2.75% of the issued share capital of that
company.
Arizona Metals Corp
In May 2020 Metal Tiger invested CAN$100,000 to acquire 154,000
units in a placing recently completed by TSX-listed Arizona Metals
Corp (TSX-V: AMC). Each unit consisted of one common share and
one-half of a common share purchase warrant, each warrant entitling
the holder to purchase one common share of Arizona Metals Corp at
an exercise price of CAN$0.85 for a period of 18 months. Metal
Tiger holds approximately 0.3% of the issued share capital of
Arizona Metals.
COVID-19
During the COVID-19 threat the Company is able to continue its
day-to-day operations and, as an investment company, Metal Tiger's
strong liquid asset position can be used to both preserve or deploy
capital in a manner of its own choosing. Furthermore, Metal Tiger
has the option of entering into additional collar facilities over
its Sandfire shareholding should it deem it desirable in order to
free up cash to take advantage of some of the liquid large/mid-cap
natural resource company investment opportunities that the Board
believes are presenting themselves. The Board is very much aware of
the volatility being encountered in the market and is being very
careful in terms of its pound-cost averaging. The Board is taking a
prudent approach with regard to any future investments and is
focused on companies with sound fundamentals and strong balance
sheets, whose share prices could recover if and when, as we fully
expect, the markets start to stabilise and the coronavirus crisis
has subsided.
Investors should note that the Board has halted all
non-essential business travel and Directors will not claim any
business-related expenses until further notice. There are no large
legal bills outstanding nor are there any large legal costs
envisioned in the near future. Exploration work has also been
suspended at the Company's Project Investments sites, further
details of which are given in the review of post year end
developments above.
As already noted, the Company has been actively cutting its cost
base and maintains plans to cut this further over the remainder of
the year. Should it be necessary the Company is able to reduce
significantly a number of costs rapidly.
Metal Tiger is closely monitoring and will continue to monitor
the evolving coronavirus crisis and its potential effects. Should
there be any material changes in the Group's and/or its
investments' risk profile due to the increased proliferaton of
COVID-19, an announcement will be made immediately.
At 31 December 2019, approximately 95% of Metal Tiger's
investments portfolio is in companies whose primary interest is in
copper. Notwithstanding the undoubtable recent disruption to the
world economy as a result of the COVID-19 pandemic, the Board
believes that copper retains an exceptionally good medium to longer
term investment case.
Whilst the full impact of the COVID-19 pandemic remains to be
fully understood, the Board is confident that in due course there
will be an increased demand for commodities.
PRINCIPAL RISKS AND UNCERTAINTIES
The main business risk is considered to be investment risk.
The Company faces external risks which are those that can
materially impact or influence the investment environment within
which the Company operates and can include changes in commodity
prices, and the numerous factors which can influence those changes,
including economic recession and investor sentiment and including
the current and potential effects of the coronavirus pandemic.
The Company's projects are located in jurisdictions other than
the UK and therefore carry with them country risk,
regulatory/permitting risk and environmental risk. Project
Investments tend to be at different stages of development and each
stage within the mining exploration and development cycle can carry
its own risks. These risks are mitigated by the Metal Tiger Board,
Executive Board members, senior management and, where needed,
consultants actively working as the operators of projects.
It should be noted that the Company does not operate its
projects on a day-to-day basis and whilst the Board looks to
structure investments in a format in which Metal Tiger's senior
management and the Board can influence, obtain high level oversight
(often at board level) and use legal agreements to provide control
mechanisms (often negative control) to protect the Company's
investments, there is a risk that the operator does not meet
deadlines or budgets, fails to propose or pursue the appropriate
strategy, does not adhere to the legal agreements in place or does
not provide accurate or sufficient information to Metal Tiger.
Commodity prices have an impact on the investment
performance/prospects of both Equity Investments and Project
Investments. The extent of the impact varies depending on a wide
variety of factors but differ largely by where the investment sits
on the mineral development curve. Many of Metal Tiger's investments
sit at the beginning of this curve, but the main asset (the
DeGrussa project) of the Company's largest single investment, its
shareholding in Sandfire, together with its nearest potential
development asset, the T3 project, sit towards the end of this
curve. Commodity price risk is pervasive at all stages of the
development curve, but other prominent risks such as exploration
risk and technical and funding risks at the exploration/development
stage, may be considered to be weighted higher earlier in the curve
than pure commodity risk which tends to have a greater impact on
producers.
The Equity Investments segment of the Group's operations is
exposed to price risk within the market, interest rate changes,
liquidity risk and volatility, particularly in Australia. Although
the investment risk within the portfolio is dependent on many
factors, the Group's principal investments at the year end are in
companies with significant copper assets and, to some extent,
dependent on the market's view of copper prices, perceived outlook
for copper demand/supply and/or the market's view of the management
of the companies in managing those assets.
The Directors mitigate risk by carrying out a comprehensive and
thorough project/company review of any potential investment in
which all material aspects are subject to rigorous due diligence.
Exposure to market risk as regards the Company's borrowings is
managed by hedging the assets acting as security for those
borrowings. The Directors believe that the Company has sufficient
cash resources to pursue its investment strategy.
GOING CONCERN
At the year end the Group had current assets of GBP23,534,000
including cash balances of GBP5,007,000 and IFRS 13 level 1
investments of GBP17,375,000 compared with short term liabilities
of GBP1,800,000.
Whilst equity prices have fallen significantly as a result of
the coronavirus pandemic, the Board believes, as outlined above,
that the Group has access to sufficient liquid or readily
liquidable funds in order to continue to trade through the crisis
and that, in due course, both copper prices, and the value of those
investments which the Group has that depend upon them, will
recover.
Accordingly, the Directors have a reasonable expectation that
the Company will have adequate resources to continue in operational
existence for the foreseeable future. For this reason, they
continue to adopt the going concern basis in preparing the
financial statements.
SECTION 172 REPORT
As required by Section 172 of the Companies Act, a director of a
company must act in the way he or she considers, in good faith,
would likely promote the success of the company for the benefit of
the shareholders. In doing so, the director must have regard,
amongst other matters, to the following issues:
-- the likely consequences of any decisions in the long term;
-- the interests of the company's employees;
-- the need to foster the company's business relationships with
suppliers/customers and others;
-- the impact of the company's operations on the community and environment;
-- the company's reputation for high standards of business conduct; and
-- the need to act fairly between members of the company.
As set out above in the Strategic Report the Board remains
focused on providing for shareholders through the long term success
of the Company. The means by which this is achieved is set out
further below.
Likely consequences of any decisions in the long term
The Chairman's Statement, the Chief Executive Officer's
Commentary and the Strategic Review set out the Company's strategy.
In applying this strategy, particularly in seeking new Project
Investments and strategic holdings in other pubic companies the
Board assesses the long term future of those companies with a view
to shareholder return. The approach to general strategy and risk
management strategy of the group is set out in the Statement of
Compliance with the QCA Code of Practice (Principles 1 and 4)
below.
Interest of Employees
The Group has a very limited number of employees and all have
direct access to the Executive Directors on a daily basis and to
the Chairman, if necessary. The Group has a formal Employees'
Policy manual which includes processes for confidential report and
whistleblowing.
Need to foster the company's business relationships with
suppliers/customers and others
The nature of the Group's business is such that the majority of
its business relationships are with joint venture partners, the
boards of directors of the companies in which the Group has
strategic stakes to the extent that such relationships are
permitted, and with suppliers for services. As the success of the
business primarily depends on its relationship with its partners
and investees, the Executive Directors manage these relationships
on a day-to-day basis. Where possible, the Group will take a board
position, or similar appointment, in strategic investees to ensure
that there is a close and successful ongoing dialogue between the
parties. Service providers are paid within their payment terms and
the Group aims to keep payment periods under 30 days wherever
practicable.
Impact of the company's operations on the community and
environment
The Group takes its responsibility within the community and
wider environment seriously. Its approach to its social
responsibilities is set out in the Statement of Compliance with the
QCA Code of Practice (Principle 3) below.
The desirability of the company maintaining a reputation for
high standards of business conduct
The Directors are committed to high standards of business
conduct and governance and have adopted the QCA Code of Practice
which is set out below. Where there is a need to seek advice on
particular issues, the Board will consult with its lawyers and
nominated advisers to ensure that its reputation for good business
conduct is maintained.
The need to act fairly between members of the Company
The Board's approach to shareholder communication is set out in
the Statement of Compliance with the QCA Code of Practice
(Principle 2) below. The Company aims to keep shareholders fully
informed of significant developments in the Group's progress.
Information is disseminated through Stock Exchange announcements,
website updates and, where appropriate, video-casts. During 2019
the Company issued 41 stock exchange announcements on operational
issues and released twelve videos or recordings to update
shareholders. All information is made available to all shareholders
at the same time and no individual shareholder, or group of
shareholders, is given preferential treatment.
On behalf of the Board
Michael McNeilly
Chief Executive Officer
29 May 2020
CHAIRMAN'S CORPORATE GOVERNANCE STATEMENT
FOR THE YEARED 31 DECEMBER 2019
The Company has adopted the Quoted Companies Alliance Corporate
Governance Code (the "QCA Code") and this section of the Report and
Accounts explains how it complies with that code or, where it
departs from its chosen corporate governance code, to explain the
reasons for so doing.
The Board is fully committed to a high standard of corporate
governance based on practices which are proportional to the size,
risks and operation of the business. In adopting the QCA Code, the
Board recognises its principles which seek to focus on the creation
of medium to long term value for shareholders without stifling the
entrepreneurial spirit in which small to medium sized companies,
such as Metal Tiger, have been created.
In this section of the Report and Accounts we detail the
approach the Board takes to corporate governance and set out how
the Company complies with the majority of principles within the QCA
Code. It also explains where we have decided that the
recommendations in the Code in relation to evaluating board
performance are not appropriate to our size and operations at
present.
My role as Chairman is to provide leadership of the Board and
ensure its effectiveness on all aspects of its remit to maintain
control of the Group. I am also responsible for the implementation
and practice of sound corporate governance. As an independent
non-executive director, I maintain an adequate degree of separation
from the day-to-day management of the Company in performing that
role.
In the spirit of the QCA Code it is the Board's job to ensure
that the Group is managed for the long term benefit of all
shareholders and other stakeholders with effective and efficient
decision-making. Corporate governance is an important part of that
job, reducing risk and adding value to the Group. The Board will
continue to monitor the governance framework of the Group as it
grows.
Charles Hall
Chairman
29 May 2020
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
BOARD OF DIRECTORS
The Company supports the concept of an effective Board leading
and controlling the Group. The Board is responsible for approving
Group policy and strategy. It meets regularly and has a schedule of
matters specifically reserved to it for decision. Management
supplies the Board with appropriate and timely information and the
Directors are free to seek any further information they consider
necessary. All Directors have access to advice from the Company
Secretary and independent professionals at the Company's expense.
Training is available for new Directors and other Directors as
necessary. Given the size of the Board, there is no separate
Nomination Committee. All Director appointments are approved by the
Board as a whole.
The Board has a formal schedule of matters reserved to it and
these include:
-- the approval of financial statements, dividends and significant changes
in accounting practices;
-- Board membership and powers including the appointment and removal of
Board members, determining the terms of reference of the Board and
establishing the overall control framework;
-- Stock Exchange related issues including the approval of the Company's
announcements and communications with the shareholders, its nominated
adviser and the Stock Exchange;
-- senior management and subsidiary Board appointments and remuneration,
contracts and the grant of share options;
-- key commercial matters;
-- risk assessment;
-- financial matters including the approval of the budget and financial
plans, changes to the Group's capital structure, the Group's business
strategy, acquisitions and disposals of businesses and investments and
capital expenditure; and
-- other matters including health and safety policy, insurance and legal
compliance.
Other matters are delegated to the Executive Directors who
regularly update and consult with the Board on matters arising and
decisions to be taken, fully utilising the in-depth experience of
Board members on such matters.
Remuneration of Executive Directors is decided by the
Remuneration Committee as detailed below. The remuneration of
Non-Executive Directors is determined by the Board as a whole. In
setting remuneration levels, the Company seeks to provide
appropriate reward for the skill and time commitment required so as
to retain the right calibre of director at a cost to the Company
which reflects current market rates. Details of Directors' fees and
of payments made for professional services rendered are set out in
note 8 to the financial statements.
The Directors of the Company at the date of this report were as
follows:
Charles Patrick Stewart Hall Non-Executive Chairman
David Michael McNeilly Chief Executive Officer
Mark Roderick Potter Chief Investment Officer
Neville Keith Bergin Non-Executive Director
Terrence Ronald Grammer was a Non-Executive Director until his
death on 18 May 2020.
The biographies of the Directors are set out below.
Charles Hall is the Non-Executive Chairman and his role is
described in the Chairman's Corporate Governance Statement
above.
Michael McNeilly is Chief Executive Officer. The role of the
Chief Executive Officer is the strategic development of the Group
and for communicating this clearly to the Board and, once approved
by the Board, for implementing it. In addition, the Chief Executive
Officer is responsible for overseeing the management of the Group
and its executive management.
Mark Potter is Chief Investment Officer. The Chief Investment
Officer reports to the Board of Metal Tiger and serves as the
senior investment executive, working closely with the Chief
Executive Officer having responsibility for managing the Group's
investments. The Chief Investment Officer is responsible for
sourcing and securing investments as well as monitoring and
managing the investment pipeline, managing the investment programme
and playing an integral role in other executive functions related
to the Group's strategic development.
Neville Bergin is considered to be the senior independent
Director.
Attendance at Board meetings during the year ended 31 December
2019 was as follows:
Director Max number of meetings Actual attendance
Charles Hall 20 20
Michael McNeilly 20 19
Mark Potter 20 19
Terry Grammer 20 18
Neville Bergin 20 18
AUDIT COMMITTEE
The Audit Committee, which comprises two Non-Executive
Directors, Charles Hall and Terry Grammer (to 18 May 2020) and
Neville Bergin (from 18 May 2020), is responsible for ensuring that
the financial performance of the Group is properly monitored and
reported upon and that any such reports are understood by the
Board. The Committee meets at least twice each year to review the
published financial information, the effectiveness of external
audit, and internal financial controls. The terms of reference of
the Audit Committee are given on the Company's website.
Attendance at Audit Committee meetings during the year ended 31
December 2019 was as follows:
Director Max number of meetings Actual attendance
Charles Hall 3 3
Terry Grammer 3 3
The Company's external auditor attends the Audit Committee to
present its findings on the audit and to provide a direct line of
communication with the Directors.
REMUNERATION COMMITTEE
The remuneration of the Executive Directors is fixed by the
Remuneration Committee which comprises two Non-Executive Directors,
Charles Hall and Terry Grammer (to 18 May 2020) and Neville Bergin
(from 18 May 2020). The Remuneration Committee is responsible for
reviewing and determining Company policy on executive remuneration
and the allocation of long term incentives to executives and
employees. The terms of reference of the Remuneration Committee are
given on the Company's website.
Attendance at Remuneration Committee meetings during the year
ended 31 December 2019 was as follows:
Director Max number of meeting Actual attendance
Charles Hall 4 4
Terry Grammer 4 4
DIRECTORS' BIOGRAPHIES
Charles Hall - Non-Executive Chairman
Charles Hall was appointed Non-Executive Chairman in December
2016 and is an experienced International Banker with over 30 years
with HSBC in a variety of finance and insurance roles. His last
position was as CEO & MD HSBC Private Bank (Luxembourg) S.A. He
has had significant overseas senior management experience as well
as that of running complex businesses. His prime focus has been on
strategy and corporate restructuring with the emphasis on
re-focusing businesses on their core revenue streams. Charles holds
a BA (Hons) from the University of Sussex, is an Associate of the
Hong Kong Institute of Bankers and is a Fellow of the Royal
Geographical Society.
Michael McNeilly - Chief Executive Officer
Michael McNeilly was appointed in December 2016 as Chief
Executive Officer. As a nominee non-executive director of MOD
Resources Limited, he was actively involved in the Sandfire
Resources NL recommended scheme offer for MOD which saw Metal Tiger
receive circa 6.3million shares in Sandfire. Michael resigned from
the Board of MOD as part of the scheme of arrangement. Michael has
formerly been a non-executive director of Greatland Gold plc and a
non-executive director at Arkle Resources plc. Michael serves as a
director on numerous Metal Tiger investment and subsidiary entities
including notably Kalahari Metals Limited and Cobre Limited.
Michael previously worked as a corporate financier with both
Allenby Capital and Arden Partners plc (AIM: ARDN) advising on
numerous private and public transactions including several IPOs.
Michael also worked as a corporate executive at Coinsilium (NEX:
COIN) where he worked with early stage blockchain focused
start-ups. Michael studied biology at Imperial College London and
has a BA in economics from the American University of Paris.
Michael is fluent in French.
Mark Potter - Chief Investment Officer
Mark Potter who was appointed in January 2017 has over 14 years'
experience in natural resources investments. Mark currently serves
as the Chief Investment Officer of the Company and is the founder
and a partner of Sita Capital Partners LLP, an investment
management and advisory firm specialising in investments in the
mining industry.
Mark was formerly a director and chief investment officer of
Anglo Pacific Group plc, a London listed natural resources royalty
company, where he successfully led a turnaround of the business
through the acquisition of new royalties, disposal of non-core
assets, and successful equity and debt fund raisings.
Prior to Anglo Pacific, Mark was a founding member and
investment principal for Audley Capital Advisors LLP, a
London-based activist hedge fund, where he was responsible for
managing all UK listed and natural resources investments.
Mark graduated with an MA degree in Engineering and Management
Studies from Trinity College, Cambridge.
Mark was appointed as Non-Executive Chairman of Artemis
Resources Limited (ASX: ARV) in February 2020, he was appointed as
a Non-Executive Director of Trident Resources plc (LON: TRR) in
November 2019, and a Non-Executive Director of Thor Mining PLC
(AIM: THR) in August 2019. Mark was formerly a director of Kalahari
Metals Limited.
Terry Grammer - Non-Executive Director (to 18 May 2020)
Terry Grammer, who was appointed to the Board in September 2014,
was an award-winning geologist with over 40 years' experience in
mining and mineral exploration with extensive experience in
Australia, Africa, Southeast Asia and New Zealand and was involved
in numerous ASX listed companies that have achieved dramatic
growth.
As a geologist, Terry discovered the Cosmos Nickel deposit for
ASX listed Jubilee Mines NL which went on to be an ASX Top 200
company and for which Terry was awarded the AMEC (Association of
Mining & Exploration Companies) joint Prospector of the Year in
2000. As co-founder, Terry listed Western Areas NL (ASX: WSA) in
2000 (and served as Exploration Manager from 2000 to 2004) which
became an ASX Top 200 company. Terry was chairman of South Boulder
Mines (ASX: STB) from 2008-2013 which grew to be an ASX Top 300
company. From 2010 to 2015, Terry was a director of Sirius
Resources NL (ASX: SIR) and helped to guide the company through the
discovery, feasibility and development funding of the Nova nickel
and copper deposits in Western Australia, that saw the company's
share price dramatically rise from AU$0.05 in July 2012 to a peak
above AU$5 per share in early 2013 and become an ASX Top 200
company. Terry was appointed a director of Kalahari Metals Limited
in July 2018.
Terry died on 18 May 2020.
Neville Bergin - Non-Executive Director
Neville Bergin, who was appointed in March 2018, is a mining
engineer with almost four decades of accumulated experience in the
mining industry. He has had exposure to a range of commodities and
both underground and open pit operational experience. His broad
experience base encompasses many operational and executive roles,
and almost eight years' experience as a non-executive director of
UK and ASX listed and unlisted companies including Northern Star
Resources Limited. Neville was previously vice president of Gold
Fields Australia Pty Ltd where he oversaw operational management of
that company's Australian mines.
Neville has extensive experience in technical due diligence
having undertaken this type of investigation for several past
employers and recent clients. He is also well-versed in study
management having managed several feasibility studies. He has a BSc
from the Camborne School of Mines in the UK and currently runs his
own mining consultancy business.
COMPLIANCE WITH THE QCA CODE OF PRACTICE
The sections below set out the requirements of the Code and how
the Company complies with them.
Principle 1: Establish a strategy and business model which
promotes long term value for shareholders.
Metal Tiger's mission is to deliver a high return for
shareholders by investing in significantly undervalued and/or
highly prospective opportunities in the mineral exploration and
development sector timed to coincide, where possible, with a
cyclical recovery in the exploration and mining markets.
The details of our strategy and the key challenges for the Group
are set out in the Strategic Report.
Principle 2: Seek to understand and meet shareholder needs and
expectations.
Shareholder engagement is the joint responsibility of the
Chairman and the Chief Executive Officer.
The Company is committed to listening to, and communicating
openly with, its shareholders to ensure that its strategy, business
model and performance are clearly understood. Significant
developments are disseminated through Stock Exchange announcements
and regular updates of the Company website. The AGM is a forum for
shareholders to engage in dialogue with the Board. The overall
result of the AGM will be published via Stock Exchange
announcements and on the Company's website.
Principle 3: Take into account wider stakeholder and social
responsibilities and their implications for long term success.
Metal Tiger is committed to conducting its business in an
efficient and responsible manner, in line with current best
practice guidelines for the mining and mineral exploration sectors
and international investment. The Company integrates environmental,
social and health and safety considerations to maintain its "social
licence to operate" in all its investing activities.
For the Company's Project Investments, Metal Tiger has adopted
and seeks alignment with the best practices and principles of e3
Plus: A Framework for Responsible Exploration as set out by the
Prospectors and Developers Association of Canada and the
International Council on Mining and Metals Sustainable Development
Framework (the ICMM 10 Principles).
Metal Tiger's management maintains a close dialogue with local
communities via its joint venture partners. Where issues are
raised, the Board takes the matters seriously and, where
appropriate, steps are taken to ensure that these are integrated
into the Company's strategy.
Principle 4: Embed effective risk management, considering both
opportunities and threats, throughout the organisation.
The Board reviews the risks facing the business as part of the
operational review at each Board meeting. Investment risk, as
regards acquiring, holding or selling investments, is carried out
in line with the Investment Policy described in the Strategic
Review and the Investment Policy itself is reviewed on an on-going
basis as market conditions change.
The Company has a system of financial controls and reporting
procedures in place which are considered to be appropriate given
the size and structure of the Group and the nature of risks
associated with the Group's assets. Key procedures include:
-- due diligence on new acquisitions;
-- Board-level liaison with management of major investees and joint venture
partners including, where appropriate, board representation;
-- monthly management account reporting;
-- daily review of investments and market risk with monthly reporting to the
Board;
-- regular cashflow re-forecasting as circumstances change; and
-- involvement of the Executive Directors in the day-to-day operations of
the Company and its subsidiaries.
Principle 5: Maintain the board as a well-functioning, balanced
team led by the chair.
The role of the Chairman in ensuring that the Board is
functioning appropriately is described in the Chairman's Corporate
Governance Statement above. The Board comprised to 18 May 2020 two
Executive Directors (Michael McNeilly and Mark Potter) and three
Non-Executive Directors (Charles Hall, Terry Grammer and Neville
Bergin) led by the Chairman. Following the death of Terry Grammer
on 18 May 2020, the Board comprises two Executive and two
Non-Executive Directors (Charles Hall and Neville Bergin).
Day-to-day operational control rests with the Chief Executive
Officer, Michael McNeilly, and the Chief Investment Officer, Mark
Potter. Charles Hall and Neville Bergin are considered to be the
independent Non-Executive directors in terms of the QCA Code.
Executive Directors are full time and Non-Executive Directors
are expected to attend all Board meetings and be available to
provide advice to the Executive Board members whenever necessary.
Details of attendance at Board and committee meetings are given
above.
Principle 6: Ensure that between them the directors have the
necessary up-to-date experience, skills and capabilities.
The biographies of the members of the Board are given above. The
Board believes that the members have a wide experience of the
markets in which the Group operates and the skills necessary to
enable the Company to carry out its strategy.
Where appropriate the Board appoints advisers to assist it in
carrying out this strategy including geologists, surveyors, mining
experts, corporate brokers, accountants and lawyers. The Company
also ensures it is in regular contact with its nominated advisers,
Strand Hanson Limited. The Company Secretary provides relevant
advice and guidance, as required, to the Board, assisted by the
Company's lawyers.
Principle 7: Evaluate board performance based on clear and
relevant objectives, seeking continuous improvement.
Metal Tiger's Board is completely focused on implementing the
Company's strategy. However, given the size and nature of Metal
Tiger, the Board does not consider it appropriate to have a formal
performance evaluation procedure in place. The Board will closely
monitor the situation as required.
Principle 8: Promote a corporate culture that is based on
ethical values and behaviours.
Careful attention is given to ensure that all exploration
activity within the Company's investments is performed in an
environmentally responsible manner and abides by all relevant
mining and environmental acts. Metal Tiger takes a conscientious
role in all its operations and is aware of its social
responsibility and its environmental duty.
Both the engagement with local communities and the performance
of all activities in an environmentally and socially responsible
way are closely monitored by the Board and ensure that ethical
values and behaviours are recognised.
The Company has adopted a comprehensive anti-corruption and
anti-bribery policy to ensure compliance with the UK Bribery Act
2010.
The size of the Group makes it practical for the Executive
Directors to have day-to-day contact with all members of staff and
to ensure that they abide by the Group's policies. The Board as a
whole oversees the role of the Executive Directors in these
matters.
Principle 9: Maintain governance structures and processes that
are fit for purpose and support good decision-making by the
board.
The details of the roles and responsibilities of the Board are
given under "Board of Directors and Committees of the Board" above
together with the corporate governance structures which the Group
has in place. The composition of the Board, its committees, and the
governance structures in general are kept under review by the
Board, informed by its advisers, and will be updated as appropriate
as the Group evolves.
Principle 10: Communicate how the company is governed and is
performing by maintaining a dialogue with shareholders and other
relevant stakeholders.
The Company's approach to communication with shareholders and
others is set out under Principles 2 and 3 above.
REPORT OF THE DIRECTORS
FOR THE YEARED 31 DECEMBER 2019
The Directors present their report together with the audited
financial statements for the year ended 31 December 2019.
A review of the business and principal risks and uncertainties
has been included in the Strategic Report.
DIVIDS
No interim dividend was paid (2018: GBPnone) and the Directors
do not propose a final dividend (2018: GBPnone) for the 12 months
ended 31 December 2019.
DIRECTORS
The Directors of the Company who held office during the year and
to the date of this report were as follows:
Charles Patrick Stewart Hall (Chairman)
Terrence Ronald Grammer (to 18 May 2020)
David Michael McNeilly
Mark Roderick Potter
Neville Keith Bergin
Further details of the Directors' remuneration are given in note
8 to the financial statements, details of Directors' share options
are given in note 26 and the Directors' interests in transactions
of the Group and the Company are given in note 28.
FUTURE DEVELOPMENTS
The future developments of the business are set out in the
Strategic Report under "Post Year End Developments" and are
incorporated into this report by reference.
FINANCIAL INSTRUMENTS
Details of the Group's financial instruments are given in note
27.
SIGNIFICANT SHAREHOLDERS
As at 29 May 2020 the following were, as far as the Directors
are aware, interested in 3% or more of the issued share capital of
the Company:
% of issued ordinary
Name Number of ordinary shares share capital
Exploration Capital
Partners 206,361,942 13.56%
Michael Joseph 123,766,628 8.13%
The Executors of the
estate of Terry Grammer 83,963,426 5.52%
RIBO Trust (beneficially
owned by Rick Rule) 60,000,000 3.94%
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Details of the Group's financial risk management objectives and
policies are set out in note 27 to these financial statements.
SHARE BUY-BACKS
On 6 November 2019, shareholders approved a general authority to
permit the Company to repurchase up to a maximum of 155,917,230
ordinary shares, During the year, the Company acquired 5,716,380
ordinary shares at a cost of GBP77,000 and, since the year end, has
acquired a further 31,379,310 ordinary shares at GBP423,000
completing the initially announced buyback of GBP500,000 value.
Following the cancellation of the shares bought back the Company
had, at the date of this report, 1,522,076,607 ordinary shares in
issue.
POST YEAR EVENTS
In addition to the share buy-backs noted above, since 31
December 2019, the following post year end events have taken
place.
Kalahari Metals Limited
On 14 February 2020 the Company announced a further
US$1.5million investment into KML. Following this investment, the
Company is interested in approximately 62.2% of KML.
Notwithstanding Metal Tiger's increased majority shareholding in
KML, KML does not fall to be treated as a subsidiary of Metal Tiger
as an agreement between the shareholders of KML precludes Metal
Tiger from exercising control.
As part of the investment, the Company has been conditionally
granted a 2% net smelter royalty over all KML's wholly owned
licences. The royalties will fall away should Metal Tiger invest a
further amount at a lower valuation than the investment, subject to
a cap of US$500,000. In other words, any further investment by
Metal Tiger up to US$500,000 must be at the same valuation as the
investment if the royalties are to be maintained.
Boh Yai Joint Venture Agreement
On 12 March 2020, the Company announced the termination of the
acquisition and joint venture agreement in respect of the Boh Yai
lead-zinc-silver mine in Thailand. The Company was unable to reach
terms with its prospective joint venture partner to accept a deal
without an upfront payment. In light of this, as well as the
prevailing macro-economic environment, the risk-reward ratio was
not acceptable to Metal Tiger given a number of factors, including
future allocation of funds to support existing investments,
potential future investments and the desire to maintain a strong
liquidity profile without the potential need to seek equity
financing. At 31 December 2019, GBP731,000 had been invested in the
project and a write-off of this investment will be reflected in the
Group financial statements for the year end 31 December 2020.
Other events
Details of purchases and sales of investments within Equity
Investments since the year end are given in the Strategic
Report.
INTERNAL CONTROL
The Directors acknowledge they are responsible for the Group's
system of internal control and for reviewing the effectiveness of
these systems. The risk management process and systems of internal
control are designed to manage rather than eliminate the risk of
the Group failing to achieve its strategic objectives. It should be
recognised that such systems can only provide reasonable and not
absolute assurance against material misstatement or loss. The
Company has well established procedures which are considered
adequate given the size of the business.
DIRECTORS' INDEMNITY INSURANCE
As permitted by Section 233 of the Companies Act 2006, the
Company has purchased insurance cover on behalf of the Directors
indemnifying them against certain liabilities which may be incurred
by them in relation to the Group.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report
and Financial Statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare Group and Company financial statements in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union. Under company law the
Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Group and of the Company and of the profit or loss
of the Group for that period. The Directors are also required to
prepare financial statements in accordance with the rules of the
London Stock Exchange for companies quoted on AIM. In preparing
these financial statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether they have been prepared in accordance with IFRS as adopted
by the European Union, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group and Company will continue in
business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and the Company and enable them to
ensure that the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of the
Group and the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
In the case of each person who was a Director at the time this
report was approved:
-- so far as that Director is aware there is no relevant audit information
of which the Company's auditor is unaware; and
-- that Director has taken all steps that the Director ought to have taken
as a Director to make himself aware of any relevant audit information and
to establish that the Company's auditor is aware of that information.
The Directors are responsible for ensuring that the annual
report and the financial statements are made available on a
website. Financial statements are published on the Company's
website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Company's website are the
responsibility of the Directors. The Directors' responsibilities
also extend to the on-going integrity of the financial statements
contained therein.
AUDITOR
A resolution to re-appoint Crowe U.K. LLP as auditor of the
Company for the year ended 31 December 2020 will be proposed at the
forthcoming annual general meeting.
By order of the Board
Malcolm Bacchus
Secretary
29 May 2020
INDEPENT AUDITOR'S REPORT
TO THE MEMBERS OF METAL TIGER PLC
FOR THE YEARED 31 DECEMBER 2019
OPINION
We have audited the financial statements of Metal Tiger plc (the
"Parent Company") and its subsidiaries (the "Group") for the year
ended 31 December 2019, which comprise:
-- the Group statement of comprehensive income for the year ended 31
December 2019;
-- the Group and Parent Company statements of financial position as at 31
December 2019;
-- the Group and Parent Company statements of cash flows and statements of
changes in equity for the year then ended; and
-- the notes to the financial statements, which include a summary of
significant accounting policies and other explanatory information.
The financial reporting framework that has been applied in the
preparation of the Group and Parent Company financial statements is
applicable law and International Financial Reporting Standards
("IFRSs") as adopted by the European Union and, as regards the
Parent Company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
In our opinion:
-- the financial statements give a true and fair view of the state of the
Group's and of the Parent Company's affairs as at 31 December 2019 and of
the Group's profit for the period then ended;
-- the Group's financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
-- the Parent Company's financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union and as applied in
accordance with the requirements of the Companies Act 2006; and
-- the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
CONCLUSIONS RELATING TO GOING CONCERN
We have nothing to report in respect of the following matters in
relation to which ISAs (UK) require us to report to you when:
-- the Directors' use of the going concern basis of accounting in the
preparation of the financial statements is not appropriate; or
-- the Directors have not disclosed in the financial statements any
identified material uncertainties that may cast significant doubt about
the Group's and the Parent Company's ability to continue to adopt the
going concern basis of accounting for a period of at least twelve months
from the date when the financial statements are authorised for issue.
OVERVIEW OF OUR AUDIT APPROACH
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified. Based on our professional judgement, we determined
overall materiality for the Group financial statements as a whole
to be GBP450,000 (2018: GBP300,000), which represents approximately
1.7% (2018: 1.6%) of the Group's net assets.
We use a different level of materiality ("performance
materiality") to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment.
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration. We agreed with the Audit Committee to
report to it all identified errors in excess of GBP13,500 (2018:
GBP10,000). Errors below that threshold would also be reported to
it if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
The Parent Company is accounted for from one central operating
location, the group's registered office. Our audit was conducted
from this main operating location.
The Group also has significant components accounted for in
Thailand where the audit was undertaken by a local audit firm.
Audit instructions were issued to the component auditor, the
instructions detailed the significant risks to be addressed through
the audit procedures and indicated the information we required to
be reported back to the Group audit team. As part of our audit we
reviewed component auditor working papers. Telephone conference
meetings were then held with the component auditors.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. This is not a complete list of all risks identified by our
audit.
Key audit matter How the scope of our audit addressed
the key audit matter
Income recognition Given the nature of Our procedures included: Agreeing a
the business the key group income sample of the disposal of investments
generated relates to the gain on during the year to supporting
investments primarily comprising of documentation. In our testing we have
gain on investments and movements in agreed the date of disposal,
fair value of investments held for associated consideration and
trading. There is a risk of error in re-performed the associated gain or
relation to the measurement of the loss arising; Reviewing disposals
fair value, in particular to those either side of the year end ensuring
which cannot be agreed to third party that the income has been appropriately
market data, as well as the accounted for within the correct
identification of the point of period. Movements in fair value were
disposal and associated consideration also considered and are discussed
for investments where arrangements can within 'Measurement and valuation of
be complex. investments' below.
Measurement and valuation of Our procedures included: For a sample
investments The Group holds a number of investments during the year,
of different types of investment where considering the classification
judgement is required when determining determined by management which
the accounting treatment and whether included consideration of their
they are accounted for as investments structure, legal form, contractual
in subsidiaries, investments in agreement and any other fact and
associates, investments in joint circumstances available. Reviewing the
ventures or investments in the Equity value stated in the financial
Investments operating segment. In statements for a sample of
addition, certain investments cannot investments. Where this information
be agreed to third party market data, cannot be agreed to market information
in particular investments in we have discussed the assumptions
associates, investments in joint determined by management in assessing
ventures and the investments held in the value, challenging where
share warrants. For these investments appropriate, as well as considering
management has determined alternative whether there is any evidence
approaches to ensure that these are investments may be impaired.
appropriately valued at the year end. Considering the adequacy of the
disclosures made in the financial
statements over this as a significant
area of judgement.
Accounting of equity option and loan Our procedures included: Obtaining the
facility The Group has entered into a third party assessment, challenging
cap/collar financing arrangement ("the the key assumptions and re-performing
arrangement"), as set out in Notes 17 calculations where appropriate, of the
and 23, secured against certain shares initial allocation and subsequent
held, which includes a put/call option measurement of the bank loan and
over those shares. This was considered derivative elements of the
to be a complex transaction. arrangement. This included assessing
the competence and independence of the
third party. Confirming its terms
ensuring they are congruent with
accounting treatment. Considering the
adequacy of the disclosures made in
the financial statements.
Our audit procedures in relation to these matters were designed
in the context of our audit opinion as a whole. They were not
designed to enable us to express an opinion on these matters
individually and we express no such opinion.
OTHER INFORMATION
The Directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. In connection with our audit of the
financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this
regard.
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT
2006
In our opinion based on the work undertaken in the course of our
audit
-- the information given in the Strategic Report and the Directors' Report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
-- the Directors' Report and Strategic Report have been prepared in
accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION:
In light of the knowledge and understanding of the Group and
Parent Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the
Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept by the Parent Company, or
returns adequate for our audit have not been received from branches not
visited by us; or
-- the Parent Company financial statements are not in agreement with the
accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not
made; or
-- we have not received all the information and explanations we require for
our audit.
RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL
STATEMENTS
As explained more fully in the Directors' Responsibilities
Statement, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error. In preparing the financial statements, the
directors are responsible for assessing the Group's and Parent
Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the Group or the Parent Company or to cease operations,
or have no realistic alternative but to do so.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements. A further description of our responsibilities for the
audit of the financial statements is located on the Financial
Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor's report.
USE OF OUR REPORT
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Stephen Bullock (Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
29 May 2020
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2019
2019 2018
Note GBP'000 GBP'000
Sale of interests in exploration operations in
Botswana 4 3,309 12,530
Loss on disposal of investments 19 (43) (511)
Movement in fair value of fair value accounted
equities 5 4,485 (12,434)
Share of post-tax losses of equity accounted
associates 15 (5) (176)
Share of post-tax losses of equity accounted joint
ventures 16 (22) (33)
Provision against cost of equity accounted joint
ventures 16 (473) --
Investment income 6 527 --
Net gain/(loss) before administrative expenses 7,778 (624)
Administrative expenses (3,380) (3,647)
OPERATING PROFIT/(LOSS) 3,7 4,398 (4,271)
Finance income 9 77 313
Finance costs 10 (3) --
PROFIT/(LOSS) FOR THE YEAR BEFORE TAXATION 4,472 (3,958)
Tax on profit/(loss) on ordinary activities 11 -- 545
PROFIT/(LOSS) ON ORDINARY ACTIVITIES AFTER TAXATION 7 4,472 (3,413)
OTHER COMPREHENSIVE INCOME
ITEMS WHICH MAY BE SUBSEQUENTLY RECLASSIFIED TO
PROFIT OR LOSS:
Exchange differences on translation of foreign
operations (109) (152)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 4,363 (3,565)
PROFIT/(LOSS) ON ORDINARY ACTIVITIES AFTER TAXATION
IS ATTRIBUTABLE TO:
Owners of the Company 4,472 (3,404)
Non-controlling interests -- (9)
PROFIT/(LOSS) ON ORDINARY ACTIVITIES AFTER TAXATION 4,472 (3,413)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
IS ATTRIBUTABLE TO:
Owners of the Company 4,363 (3,554)
Non-controlling interests -- (11)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 4,363 (3,565)
EARNINGS/(LOSS) PER SHARE
Basic earnings/(loss) per share 13 0.29p (0.28p)
Fully diluted earnings/(loss) per share 13 0.29p (0.28p)
All amounts relate to continuing activities.
The accompanying accounting policies and notes are an integral
part of these financial statements
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
AT 31 DECEMBER 2019
2019 2019 2018 2018
Group Group Group Company
Note GBP'000 GBP'000 GBP'000 GBP'000
NONSHYCURRENT ASSETS
Intangible assets 29 -- 33 --
Property, plant and equipment 6 -- 17 --
Deferred tax asset 11 -- -- -- --
Investment in subsidiaries 14 -- 564 -- 564
Investment in associates 15 -- -- 1,668 1,668
Investment in joint ventures 16 2,800 2,800 2,049 2,049
Other non-current asset
investments 17 5,584 5,584 107 107
Royalties receivable 18 1,236 1,236 1,285 1,285
9,655 10,184 5,159 5,673
CURRENT ASSETS
Equity investments accounted
for under fair value 19 18,029 18,029 12,079 12,079
Trade and other receivables 20 498 258 339 102
Amounts due from related
parties 28 -- 3,149 -- 2,743
Cash and cash equivalents 21 5,007 4,968 1,859 1,831
23,534 26,404 14,277 16,755
CURRENT LIABILITIES
Trade and other payables 22 1,598 1,557 162 143
Amounts due to related
parties 28 148 148 146 146
Loans and borrowings 23 54 -- 52 --
1,800 1,705 360 289
NET CURRENT ASSETS 21,734 24,699 13,917 16,466
NON-CURRENT LIABILITIES
Loans and borrowings 23 4,331 4,331 -- --
Deferred tax liability 11 -- -- -- --
Contingent consideration 24 121 121 125 125
4,452 4,452 125 125
NET ASSETS 26,937 30,431 18,951 22,014
EQUITY
Share capital 25 156 156 135 135
Share premium account 25 13,079 13,079 10,639 10,639
Shares held for cancellation 25 (77) (77) -- --
Share based payment reserve 2,004 2,004 1,484 1,484
Warrant reserve 5,509 5,509 5,173 5,173
Translation reserve (246) -- (137) --
Retained profits* 6,420 9,760 1,565 4,583
TOTAL SHAREHOLDERS' FUNDS 26,845 30,431 18,859 22,014
Equity non-controlling
interests 92 -- 92 --
TOTAL EQUITY 26,937 30,431 18,951 22,014
*Retained profits include the Company's profit for the year
after taxation of GBP4,794,000 (2018: loss GBP2,942,000).
These Financial Statements were approved by the Board of
Directors on 29 May 2020
and were signed on its behalf by:
Michael McNeilly, Director
Company number: 04196004
The accompanying accounting policies and notes are an integral
part of these financial statements
CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2019
2019 2019 2018 2018
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(Loss) before taxation 4,472 4,794 (3,958) (3,487)
Adjustments for:
Net profit on sale of exploration
operations in Botswana (3,309) (3,309) (12,530) (12,530)
Loss on disposal of fair value
accounted equities 43 43 511 511
Movement in fair value of investments (4,485) (4,485) 12,434 12,434
Share of post-tax losses of equity
accounted associates 5 5 176 176
Share of post-tax losses of equity
accounted joint ventures 22 22 33 33
Movement in provision against equity
accounted joint ventures 473 473 -- --
Share based payment charge for year 903 903 708 708
Equity settled trading liabilities -- -- 119 119
Issue of KEMCO Mining plc warrants -- -- (59) (59)
Depreciation and amortisation 16 -- 19 --
Investment income (527) (527) -- --
Finance income (77) (72) (313) (301)
Finance costs 3 3 -- --
Operating cash flow before working
capital changes (2,461) (2,150) (2,860) (2,396)
Decrease/(Increase) in trade and
other receivables 38 30 (146) (162)
Increase/(Decrease) in trade and
other payables 131 131 (676) (522)
Increase in amounts due from
subsidiaries -- (406) -- (656)
Unrealised foreign exchange gains and
losses 101 194 30 68
Net cash outflow from operating
activities (2,191) (2,201) (3,652) (3,668)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from current asset
investment disposals 909 909 3,967 3,967
Purchase of investment in, and loans
to, associates (214) (214) (2,579) (2,579)
Purchase of investment in, and loans
to, joint ventures (1,258) (1,258) (859) (859)
Purchase of other fixed asset
investments (158) (158) (107) (107)
Purchase of current asset investments (1,174) (1,174) (3,359) (3,359)
Costs relating to the disposal of
exploration operations in Botswana (24) (24) (946) (946)
Finance income 527 527 1 --
Net cash outflow from investing
activities (1,392) (1,392) (3,882) (3,883)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares 3,009 3,009 6,992 6,992
Share issue costs (236) (236) (445) (445)
Shares re-purchased (77) (77) -- --
Loans drawn down 4,224 4,224 -- --
Interest paid (190) (190) -- --
Net cash inflow from financing
activities 6,730 6,730 6,547 6,547
NET INCREASE/(DECREASE) IN CASH AND
CASH EQUIVALENTS 3,147 3,137 (987) (1,004)
Cash and cash equivalents brought
forward 1,859 1,831 2,845 2,835
Effect of exchange rate changes 1 -- 1 --
CASH AND CASH EQUIVALENTS CARRIED
FORWARD 5,007 4,968 1,859 1,831
The accompanying accounting policies and notes are an integral
part of these financial statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2019
Share
Shares based Retained
Share Share held for payment Warrant Translation profits/ Total equity Non-controlling Total
capital premium treasury reserve reserve reserve (losses) shareholders' interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 funds GBP'000 GBP'000 GBP'000
BALANCE AT 1
JANUARY 2018 109 6,125 -- 928 3,348 13 4,912 15,435 8 15,443
Loss for the
year ended 31
December
2018 -- -- -- -- -- -- (3,404) (3,404) (9) (3,413)
Other
comprehensive
income -- -- -- -- -- (150) -- (150) (2) (152)
TOTAL
COMPREHENSIVE
INCOME -- -- -- -- -- (150) (3,404) (3,554) (11) (3,565)
Share issues 26 4,835 -- -- 2,135 -- -- 6,996 -- 6,996
Warrant issues -- -- -- -- 73 -- -- 73 -- 73
Share issue
expenses -- (445) -- -- -- -- -- (445) -- (445)
Cost of share
based
payments -- -- -- 708 -- -- -- 708 -- 708
Transfer of
reserves
relating to
exercise and
expiry of
options and
warrants -- 124 -- (152) (383) -- 152 (259) -- (259)
Change of
interest
without loss
of control -- -- -- -- -- -- (95) (95) 95 --
TOTAL CHANGES
DIRECTLY TO
EQUITY 26 4,514 -- 556 1,825 -- 57 6,978 95 7,073
BALANCE AT 31
DECEMBER
2018 135 10,639 -- 1,484 5,173 (137) 1,565 18,859 92 18,951
Profit for the
year ended 31
December
2019 -- -- -- -- -- -- 4,472 4,472 -- 4,472
Other
comprehensive
income -- -- -- -- -- (109) -- (109) -- (109)
TOTAL
COMPREHENSIVE
INCOME -- -- -- -- -- (109) 4,472 4,363 -- 4,363
Share issues 21 3,012 -- -- -- -- -- 3,033 -- 3,033
Warrant issues -- (297) -- -- 297 -- -- -- -- --
Share issue
expenses -- (275) -- -- 39 -- -- (236) -- (236)
Cost of share
based
payments -- -- -- 903 -- -- -- 903 -- 903
Transfer of
reserves
relating to
exercise and
expiry of
options and
warrants -- -- -- (383) -- -- 383 -- -- --
Shares
purchased for
cancellation -- -- (77) -- -- -- -- (77) -- (77)
TOTAL CHANGES
DIRECTLY TO
EQUITY 21 2,440 (77) 520 336 -- 383 3,623 -- 3,623
BALANCE AT 31
DECEMBER
2019 156 13,079 (77) 2,004 5,509 (246) 6,420 26,845 92 26,937
The accompanying accounting policies and notes are an integral
part of these financial statements
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2019
Share
Share Shares based Retained
Share premium held for payment Warrant profits/ Total
capital account treasury reserve reserve (losses) equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
BALANCE AT 1
JANUARY 2018 109 6,125 -- 928 3,348 7,373 17,883
Loss for the
year and
total
comprehensive
income for
the year
ended 31
December
2018 -- -- -- -- -- (2,942) (2,942)
Share issues 26 4,835 -- -- 2,135 -- 6,996
Warrant issues -- -- -- -- 73 -- 73
Share issue
expenses -- (445) -- -- -- -- (445)
Cost of share
based
payments -- -- -- 708 -- -- 708
Transfer of
reserves
relating to
exercise and
expiry of
options and
warrants -- 124 -- (152) (383) 152 (259)
TOTAL CHANGES
DIRECTLY TO
EQUITY 26 4,514 -- 556 1,825 152 7,073
BALANCE AT 31
DECEMBER
2018 135 10,639 -- 1,484 5,173 4,583 22,014
Profit for the
year and
total
comprehensive
income for
the year
ended 31
December
2019 -- -- -- -- -- 4,794 4,794
Share issues 21 3,012 -- -- -- -- 3,033
Warrant issues -- (297) -- -- 297 -- --
Share issue
expenses -- (275) -- -- 39 -- (236)
Cost of share
based
payments -- -- -- 903 -- -- 903
Transfer of
reserves
relating to
exercise and
expiry of
options and
warrants -- -- -- (383) -- 383 --
Shares
purchased for
cancellation -- -- (77) -- -- -- (77)
TOTAL CHANGES
DIRECTLY TO
EQUITY 21 2,440 (77) 520 336 383 3,623
BALANCE AT 31
DECEMBER
2019 156 13,079 (77) 2,004 5,509 9,760 30,431
The accompanying accounting policies and notes are an integral
part of these financial statements
NOTES TO THE FINANCIAL STATEMENTS
1 GENERAL INFORMATION
Metal Tiger plc is a public limited company incorporated in the
United Kingdom. The shares of the Company are listed on the AIM
market of the London Stock Exchange. The Group's principal
activities are described in the Report of the Directors.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
The Financial Statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and IFRIC
interpretations as adopted by the European Union and the Companies
Act 2006 applicable to companies reporting under IFRS. The
Financial Statements have also been prepared under the historical
cost basis, except for share options, warrants and investments in
the Equities Investment segment which are recognised at fair
value.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Company's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial
statements, are disclosed later in these accounting policies.
The financial statements are presented in UK pounds, which is
also the Company's functional currency.
The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have
been consistently applied throughout all periods presented in the
financial statements.
A number of amendments to IFRS became effective for the
financial year beginning on 1 January 2019:
-- IFRS 16 'Leases'
-- IFRIC 23 'Uncertainty over Income Tax Treatments'
-- IFRS 9 (Amendments) 'Prepayment features with negative compensation'
-- IAS 19 (Amendments) 'Plan amendments, curtailments or settlements'
-- Annual Improvements 2015-2017.
The Group has no leases which fall to be accounted for under the
new leasing standard, IFRS 16 and the introduction of the standard
has no effect on current or prior period comparatives in this
report.
The remaining new standards and amendments to IFRS also had no
impact on the financial statements year ended 31 December 2019 and
no retrospective adjustments were required.
An overview of standards, amendments and interpretations to IFRS
issued but not yet effective, and which have not been adopted early
by the Company, is presented below under "Statement of
Compliance".
GOING CONCERN
The financial statements are required to be prepared on the
going concern basis unless it is inappropriate to do so. At the
year end the Group had current assets of GBP23,534,000 including
cash balances of GBP5,007,000 and IFRS 13 level 1 investments of
GBP17,375,000 compared with short term liabilities of GBP1,800,000.
The Directors have prepared cash flow forecasts through to 31
December 2021 which demonstrate that the Group is able to meet its
commitments as they fall due. On this basis, the Directors have a
reasonable expectation that the Group has adequate resources to
continue operating for the foreseeable future. For this reason,
they continue to adopt the going concern basis in preparing the
Group's financial statements.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS
requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting year. These estimates and assumptions
are based upon management's knowledge and experience of the
amounts, events or actions. Actual results may differ from such
estimates.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
In certain circumstances, where fair value cannot be readily
established, the Directors are required to make judgements over
carrying value impairment and evaluate the size of any impairment
required.
SHARE BASED PAYMENTS AND SHARE WARRANTS
The calculation of the fair value of equity-settled share based
awards and warrants issued in connection with share issues and the
resulting charge to the Statement of Comprehensive Income or
reserves requires assumptions to be made regarding future events
and market conditions. These assumptions include the future
volatility of the Company's share price. These assumptions are then
applied to a recognised valuation model in order to calculate the
fair value of the awards at the date of grant.
FAIR VALUE OF INVESTMENTS
The Group's investments accounted for within the Equity
Investments operating segment require measurement at fair value.
Investments in shares in quoted entities traded in an active market
and unquoted shares are valued as set out in "Current Asset
Investments" below. The unquoted share warrants (Level 3) are shown
at Directors' valuation based on a value derived from either
Black-Scholes or Monte Carlo pricing models depending on the
suitability of the method to the specific warrant taking into
account the terms of the warrant and discounting for the
non-tradability of the warrants where appropriate. Both pricing
models use inputs relating to expected volatility that require
estimations. No value is ascribed to warrants which include terms
which cause the exercise price to be dependent on events outside
the control of the Group and outcomes which are unable to be
predicted with any certainty.
CLASSIFICATION OF JOINT ARRANGEMENTS
For all joint arrangements structured in separate vehicles the
Group must assess the substance of the joint arrangement in
determining whether it is classified as a joint venture or joint
operation. This assessment requires the Group to consider whether
it has rights to the joint arrangement's net assets (in which case
it is classified as a joint venture), or rights to and obligations
for specific assets, liabilities, expenses, and revenues (in which
case it is classified as a joint operation). Factors the Group must
consider include:
-- structure;
-- legal form;
-- contractual agreement; and
-- other facts andcircumstances.
Upon consideration of these factors, the Group has determined
that all its joint arrangements structured through separate
vehicles give it rights to the net assets and are therefore
classified as joint ventures.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE INVESTMENTS
In arriving at the carrying value of investments in
subsidiaries, associates and joint ventures, the Group determines
the need for impairment based on the level of geological knowledge
and confidence of the mineral resources (as further described in
its accounting policy). Such decisions are taken on the basis of
the exploration and research work carried out in the period
utilising expert reports.
STATEMENT OF COMPLIANCE
The financial statements comply with IFRS as adopted by the
European Union.
Details of new standards applied during the year and their
effect on the financial statements are set out under "Basis of
Preparation" above.
At the date of authorisation of these financial statements, a
number of Standards and Interpretations were in issue but not yet
effective. The adoption of these standards and interpretations, or
any of the amendments made to existing standards as a result of the
annual improvements cycle, will not have a material effect on the
financial statements in the year of initial application nor will
require restatement of prior year results, assets or
liabilities.
BASIS OF CONSOLIDATION
The Consolidated Statement of Comprehensive Income and Statement
of Financial Position include the financial statements of the
Company and its subsidiary undertakings made up to 31 December
2019.
Subsidiaries are all entities over which the Group has control.
The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
Profit or loss and each component of other comprehensive income
are attributed to the equity holders of the parent company and to
non-controlling interests, even if this results in non-controlling
interests having a deficit balance. When necessary, adjustments are
made to the financial statements of subsidiaries to bring their
accounting policies into line with the Group's accounting policies.
All intra-group assets and liabilities, equity, income, expenses
and cash flows relating to transactions between members of the
Group are eliminated in full on consolidation.
A change in ownership interest of a subsidiary without a loss of
control is accounted for as an equity transaction. If the Group
loses control over a subsidiary, it:
-- derecognises the assets (including goodwill) and liabilities of the
subsidiary;
-- derecognises the carrying amount of any non-controlling interests;
-- derecognises the cumulative translation differences recorded in equity;
-- recognises the fair value of the consideration received;
-- recognises the fair value of any investment retained;
-- recognises any surplus or deficit in the Statement of Comprehensive
Income; and
-- reclassifies the parent's share of components previously recognised in
other comprehensive income to profit or loss or retained earnings, as
appropriate, as would be required if the Group had directly disposed of
the related assets or liabilities.
When the Group ceases to have control, any retained interest in
the entity is re-measured to its fair value at the date when
control is lost, with the change in carrying amount recognised in
profit or loss. The fair value is the initial carrying amount for
the purposes of subsequently accounting for the retained interest
as an associate, joint venture or financial asset. In addition, any
amounts previously recognised in other comprehensive income in
respect of that entity are accounted for as if the Group had
directly disposed of the related assets or liabilities. This may
require that the amounts previously recognised in other
comprehensive income be reclassified to profit or loss.
BUSINESS COMBINATIONS
Business combinations are accounted for using the acquisition
method. The cost of an acquisition is measured as the aggregate of
the consideration transferred, measured at fair value at the date
of acquisition and the amount of any non-controlling interest in
the acquired entity. Non-controlling interests ("NCI") may be
initially measured either at fair value or at the NCI's
proportionate share of the recognised amounts of the acquiree's
identifiable net assets. The choice of measurement basis is made on
a transaction-by-transaction basis. Acquisition costs incurred are
expensed and included in administrative expenses except where they
relate to the issue of debt or equity instruments in connection
with the acquisition, in which case they are included in finance
costs.
When the business combination is achieved in stages, any
previously held equity interest is re-measured at its acquisition
date fair value and any resulting gain or loss is recognised in
profit or loss. It is then considered in determination of
goodwill.
Any contingent consideration to be transferred by the acquirer
is recognised at fair value at the acquisition date. Any subsequent
changes to the fair value of the contingent consideration are
adjusted against the cost of the acquisition if they occur within
the measurement period of twelve months following the date of
acquisition. Any subsequent changes to the fair value of the
contingent consideration after the measurement period are
recognised in the Income Statement. Contingent consideration that
is classified as equity is not re-measured and subsequent
settlement is accounted for within equity.
SEGMENTAL REPORTING
The accounting policy for identifying segments is based on
internal management reporting information that is regularly
reviewed by the chief operating decision maker, which is identified
as the Board of Directors. In identifying its operating segments,
management generally follows the Group's service lines which
represent the main products and services provided by the Group.
EXPLORATION COSTS
Exploration costs incurred by Group companies, associates and
joint ventures are expensed in arriving at profit or loss for the
period.
Investments made are capitalised as an asset where the
underlying projects have mineral resources which are compliant with
internationally recognised mineral resource standards (JORC and NI
43-101) or where the investment is to acquire an interest in an
investment or associate that holds commercial information, assets
or strategic features against which a current commercial value can
be reasonably assessed.
The JORC Code, the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves, is a
professional code of practice that sets minimum standards for
public reporting of mineral exploration results, mineral resources
and ore reserves. NI 43-101 is a national instrument for the
Standards of Disclosure for Mineral Projects within Canada which
provides a codified set of rules and guidelines for reporting and
displaying information related to mineral properties owned by, or
explored by, companies which report these results on stock
exchanges within Canada.
TAXATION
Current taxation is the taxation currently payable on taxable
profit for the year.
Deferred income taxes are calculated using the liability method
on temporary differences. Deferred tax is generally provided on the
difference between the carrying amounts of assets and liabilities
and their tax bases. However, deferred tax is not provided on the
initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting
profit. Temporary differences include those associated with shares
in subsidiaries and joint ventures and are only not recognised if
the Company controls the reversal of the difference and it is not
expected for the foreseeable future. In addition, tax losses
available to be carried forward as well as other income tax credits
to the Company are assessed for recognition as deferred tax
assets.
Deferred tax liabilities are provided in full, with no
discounting. Deferred tax assets are recognised to the extent that
it is probable that the underlying deductible temporary differences
will be able to be offset against future taxable income. Current
and deferred tax assets and liabilities are calculated at tax rates
that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at
the Statement of Financial Position date. Changes in deferred tax
assets or liabilities are recognised as a component of tax expense
in the Statement of Comprehensive Income, except where they relate
to items that are charged or credited to equity in which case the
related deferred tax is also charged or credited directly to
equity.
FOREIGN CURRENCY TRANSLATION
Transactions in foreign currencies are translated at the
exchange rate ruling at the date of the transaction.
The results of overseas operations are translated at rates
approximating to those ruling when the transactions took place.
Monetary assets and liabilities denominated in foreign currencies
are translated at the rates of exchange ruling at the Statement of
Financial Position reporting date. All exchange differences are
dealt with through the Statement of Comprehensive Income as they
arise.
INTANGIBLE ASSETS
Software Licences
Expenditure is stated at cost, less amortisation and provision
for any impairment. Amortisation is provided at rates calculated to
write off the cost of the software over its expected useful life as
follows:
Software 10 years straight line
Gains and losses on disposals are determined by comparing the
disposal proceeds with the carrying amount and are included in the
Statement of Comprehensive Income in arriving at profit or loss for
the year.
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
Associates are entities, other than subsidiaries or joint
ventures, over which the Company has significant influence.
Significant influence is the power to participate in the financial
and operating policy decisions of the investee but does not amount
to control or joint control of the investee.
A joint venture is a contractual arrangement whereby two or more
parties undertake an economic activity that is subject to joint
control. Joint control is the contractually agreed sharing of
control such that significant operating and financial decisions
require the unanimous consent of the parties sharing control. In
some situations, joint control exists even though the Company has
an ownership interest of more than 50% because joint venture
partners have equal control over management decisions. The
Company's joint venture interests are held through one or more
Jointly Controlled Entities (a "JCE"). A JCE is a joint venture
that involves the establishment of a corporation, partnership or
other entity in which each venturer has a long term interest.
Exploration costs in respect of investments in associates and
joint ventures are capitalised or expensed according to the policy
set out above in respect of Group exploration costs. For associates
and joint ventures which are equity accounted for, any share of
losses are offset against cost of investment or loans advanced.
FINANCIAL ASSETS
The Group's financial assets comprise investments held in the
Equity Investments segment at fair value, royalties receivable,
trade receivables and cash and cash equivalents.
OTHER FIXED ASSET INVESTMENTS
Other fixed asset investments comprise equity interests which
are not held for short term trading. The method of accounting for
these assets is set out under "Accounting for Equity Investments
Segmental Assets" below.
ROYALTIES RECEIVABLE
Royalties receivable are stated at the expected amounts to be
received based on existing committed contracts and discounted at an
appropriate discount rate which reflects the estimated
risk-weighted cost of capital relevant to that asset. The
amortisation of the discount over the period to the receipt of the
royalty payments is credited to the Statement of Comprehensive
Income as finance income.
Where royalty contracts have been entered into but the timing of
receipts are unknown or cannot be reliably forecast, no value is
attributed to the royalties.
The expected amounts to be received, the period over which they
will be received and the appropriate discount rate are assessed on
the date of acquisition of the royalty interests and re-assessed at
each reporting date.
Contracts are assessed on a contract-by-contract basis.
CURRENT ASSET INVESTMENTS
All investments, except those primarily held for strategic
purposes, as security for loans, or not for short term trading, are
designated as current asset investments. The method accounting for
these assets is set out below under "Accounting for Equity
Investments Segmental Assets".
ACCOUNTING FOR EQUITY INVESTMENTS SEGMENTAL ASSETS
Investment transactions are accounted for on a trade date basis.
Incidental acquisition costs are expensed. Assets are derecognised
at the trade date of the disposal. Where investments are traded in
a liquid market, the fair value of the financial instruments in the
balance sheet is based on the quoted bid price at the balance sheet
date, with no deduction for any estimated future selling cost.
Non-traded investments are valued by the Directors using primary
valuation techniques such as, where possible, comparable
valuations, recent transactions, last price and net asset value or,
in the case of warrants, options and other derivatives on the basis
of third party quotation or specific investment valuation models
appropriate to the investment concerned.
Changes in the fair value of investments held at fair value
through profit or loss and gains and losses on disposal are
recognised in the Statement of Comprehensive Income.
TRADE AND OTHER RECEIVABLES
Trade and other current asset receivables are recognised
initially at fair value and subsequently measured at amortised cost
using the effective interest method, less any provision for
impairment. The amount of any impairment provided is based on the
expected loss on an item-by-item basis for significant receivables
and using a risk-based provision matrix where appropriate.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and demand
deposits, together with other short term, highly liquid investments
that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value.
IMPAIRMENT OF FINANCIAL ASSETS
The carrying values of the Group's and Company's assets are
reviewed annually for any indicators of impairment. Where the
carrying value of an asset exceeds the recoverable amount (i.e. the
higher of value in use and fair value less cost to sell), the asset
is written down accordingly. Impairment charges are included in
profit or loss, except to the extent they reverse gains previously
recognised in other comprehensive income.
FINANCIAL LIABILITIES
The Group's financial liabilities comprise trade and other
payables. Financial liabilities are obligations to pay cash or
other financial assets and are recognised when a Group company
becomes a party to the contractual provisions of the
instruments.
Trade and other payables are recognised initially at their fair
value and subsequently measured at amortised cost less settlement
payments.
SHARE BASED PAYMENTS
All share based payments are accounted for in accordance with
IFRS 2 -- "Share based payments". The Company issues equity-settled
share based payments in the form of share options and warrants to
certain Directors, employees and advisers. Equity-settled share
based payments are measured at fair value at the date of grant. The
fair value determined at the grant date of equity-settled share
based payments is expensed on a straight line basis over the
vesting period, based on the Company's estimate of shares that will
eventually vest. At each balance sheet date, the Company revises
its estimate of the number of equity instruments expected to vest
as a result of the effect of non-market based vesting conditions.
The impact of the revision of the original estimates, if any, is
recognised in profit or loss such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to
retained earnings.
Equity-settled share based payments are made in settlement of
professional and other costs. These payments are measured at the
fair value of the services provided which will normally equate to
the invoiced fees and charged to the Statement of Comprehensive
Income, share premium account or are capitalised according to the
nature of the fees incurred.
Fair value is estimated using the Black-Scholes valuation model.
The expected life used in the model has been adjusted on the basis
of management's best estimate for the effects of
non-transferability, exercise restrictions and behavioural
considerations.
WARRANTS
Share warrants issued to shareholders in connection with share
capital issues are measured at fair value at the date of issue and
treated as a separate component of equity. Fair value is determined
at the grant date and is estimated using the Black-Scholes
valuation model. Share warrants issued separately to Directors,
employees and advisers are accounted for in accordance with the
policy on share based payments above.
EQUITY
Equity comprises the following:
"Share capital" representing the nominal value of equity
shares;
"Share premium" representing the excess over nominal value of
the fair value of consideration received for equity shares, net of
expenses of the share issue;
"Share based payment reserve" representing the cumulative cost
of share based payment;
"Warrant reserve" representing the outstanding cost of warrants
issued in connection with share capital issues; and
"Retained losses" representing retained losses.
The cost of the Company's shares held by the Company for
treasury and subsequent cancellation are shown separately as a
deduction from total equity. The shares were transferred to
treasury shares after the year end and then cancelled (see notes 25
and 29).
3 SEGMENTAL INFORMATION
OPERATING SEGMENTS
Year ended 31 December 2019
Equity Project Inter-
Investments Investments Central costs company Total
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
COMPREHENSIVE
INCOME
Net gain on
investments 4,969 2,809 -- -- 7,778
Intercompany
sales -- 84 -- (84) --
Administrative
expenses (783) (730) (1,951) 84 (3,380)
Net finance
income/expense (13) 46 41 -- 74
Gain/(loss) for
the year
before
taxation 4,173 2,209 (1,910) -- 4,472
Taxation -- -- -- -- --
Gain/(loss) for
the year after
taxation 4,173 2,209 (1,910) -- 4,472
FINANCIAL
POSITION
Intangible
assets -- 29 -- -- 29
Property, plant
and equipment -- 6 -- -- 6
Investment in
associates -- -- -- -- --
Investment in
joint
ventures -- 2,800 -- -- 2,800
Other fixed
asset
investments 5,414 -- 170 -- 5,584
Royalties
receivable -- 1,236 -- -- 1,236
Total
non-current
assets 5,414 4,071 170 -- 9,655
Current assets 18,035 3,430 5,218 (3,149) 23,534
Current
liabilities (1,300) (3,446) (203) 3,149 (1,800)
Non-current
liabilities -- (121) (4,331) -- (4,452)
Net assets 22,149 3,934 854 -- 26,937
CASH FLOWS
Net cash flows (831) (2,206) 6,184 -- 3,147
Equity Investments include strategic investments in resource
exploration and development companies including equity and warrant
holdings. Project Investments are mainly by way of joint venture
arrangements and include interests in precious, strategic and
energy metals, with projects located in Botswana, Thailand and (in
2018) Spain. Central costs comprise those costs which cannot be
allocated directly to either operating segment and include office
rent, audit fees, AIM costs and a proportion of employee and
Directors' remuneration relating to managing the business as a
whole.
Year ended 31 December 2018
Equity Project Inter-
Investments Investments Central costs company Total
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
COMPREHENSIVE
INCOME
Net (loss)/gain
on
investments (12,945) 12,321 -- -- (624)
Intercompany
sales -- 152 -- (152) --
Administrative
expenses (434) (1,436) (1,929) 152 (3,647)
Net finance
income/expense (39) 380 (28) -- 313
(Loss)/gain for
the year
before
taxation (13,418) 11,417 (1,957) -- (3,958)
Taxation 642 -- (97) -- 545
(Loss)/gain for
the year after
taxation (12,776) 11,417 (2,054) -- (3,413)
FINANCIAL
POSITION
Intangible
assets -- 33 -- -- 33
Property, plant
and equipment -- 17 -- -- 17
Investment in
associates -- 1,668 -- -- 1,668
Investment in
joint
ventures -- 2,049 -- -- 2,049
Other fixed
asset
investments 107 -- -- -- 107
Royalties
receivable -- 1,285 -- -- 1,285
Total
non-current
assets 107 5,052 -- -- 5,159
Current assets 12,134 3,013 1,873 (2,743) 14,277
Current
liabilities -- (3,007) (96) 2,743 (360)
Non-current
liabilities -- (125) -- -- (125)
Net assets 12,241 4,933 1,777 -- 18,951
CASH FLOWS
Net cash flows 69 (5,793) 4,737 -- (987)
GEOGRAPHICAL SEGMENTS
Year ended 31 December 2019
Inter-company
GBP'000
Asia-
UK EMEA Pacific Austral-asia Americas Total
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP GBP'000
COMPREHENSIVE
INCOME
Net gain/(loss)
on
investments (642) 2,809 -- 5,723 (112) -- 7,778
Intercompany
sales (5) -- 89 -- -- (84) --
Administrative
expenses (2,782) (14) (495) (122) (51) 84 (3,380)
Net finance
income/expense -- (29) 124 (39) 18 -- 74
Gain/(loss) for
the year
before
taxation (3,429) 2,766 (282) 5,562 (145) -- 4,472
Taxation -- -- -- -- -- -- --
Gain/(loss) for
the year after
taxation (3,429) 2,766 (282) 5,562 (145) -- 4,472
FINANCIAL
POSITION
Intangible
assets -- -- 29 -- -- -- 29
Property, plant
and equipment -- -- 6 -- -- -- 6
Investment in
associates -- -- -- -- -- -- --
Investment in
joint
ventures -- 2,069 731 -- -- -- 2,800
Other fixed
asset
investments 107 -- -- 5,477 -- -- 5,584
Royalties
receivable -- 1,236 -- -- -- -- 1,236
Total
non-current
assets 107 3,305 766 5,477 -- -- 9,655
Current assets 1,716 -- 3,432 20,862 673 (3,149) 23,534
Current
liabilities (235) (148) (3,288) (1,278) -- 3,149 (1,800)
Non-current
liabilities (121) -- -- (4,331) -- -- (4,452)
Net assets 1,467 3,157 910 20,730 673 -- 26,937
Year ended 31 December 2018
Inter-company
GBP'000
Asia-
UK EMEA Pacific Austral-asia Americas Total
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP GBP'000
COMPREHENSIVE
INCOME
Net (loss)/gain
on
investments (2,223) 12,497 46 (10,914) (30) -- (624)
Intercompany
sales -- -- 152 -- -- (152) --
Administrative
expenses (2,820) (24) (650) (296) (9) 152 (3,647)
Net finance
income/expense 1 23 148 139 2 -- 313
(Loss)/gain for
the year
before
taxation (5,042) 12,496 (304) (11,071) (37) -- (3,958)
Taxation 545 -- -- -- -- -- 545
(Loss)/gain for
the year after
taxation (4,497) 12,496 (304) (11,071) (37) -- (3,413)
FINANCIAL
POSITION
Intangible
assets -- -- 33 -- -- -- 33
Property, plant
and equipment -- -- 17 -- -- -- 17
Investment in
associates -- 1,668 -- -- -- -- 1,668
Investment in
joint
ventures -- 1,318 731 -- -- -- 2,049
Other fixed
asset
investments 107 -- -- -- -- -- 107
Royalties
receivable -- 1,285 -- -- -- -- 1,285
Total
non-current
assets 107 4,271 781 -- -- -- 5,159
Current assets 3,428 -- 3,472 9,902 218 (2,743) 14,277
Current
liabilities (130) (150) (2,817) (6) -- 2,743 (360)
Non-current
liabilities (125) -- -- -- -- -- (125)
Net assets 3,280 4,121 1,436 9,896 218 -- 18,951
4. SALE OF INTERESTS IN EXPLORATION OPERATIONS IN BOTSWANA
2019 2018
GBP'000 GBP'000
Equity interest acquired 5,254 4,607
Options acquired -- 10,963
Royalty rights acquired -- 1,200
Sale proceeds 5,254 16,770
Book value of net assets sold 1,921 3,294
Direct costs of sale 24 946
Costs attributable to sale 1,945 4,240
Profit on sale 3,309 12,530
Year ended 31 December 2019
On 25 June 2019 Sandfire Resources NL (now Sandfire Resources
Limited) ("Sandfire") entered into a share implementation deed with
MOD Resources Limited ("MOD") to acquire the whole of the issued
share capital of MOD, subject to Shareholder and court approval. As
part of this transaction, MOD was required to acquire the whole of
the 30% interest that Metal Tiger held in its associated company
with MOD, Metal Capital Exploration Limited, and an agreement was
entered into with Metal Tiger accordingly based on the terms of the
Joint Venture Consolidation Option Agreement entered into between
the parties at the time of the sale of Metal Capital Limited to MOD
in 2018 (see below).
The consideration for the sale of Metal Capital Exploration
Limited to MOD comprised 22,322,222 shares in MOD together with a
2% net smelter royalty over any future production from the
exploration assets held within Tshukudu ExPloration Limited, the
wholly owned subsidiary of Metal Capital Exploration Limited. The
sale was conditional on the approval by MOD shareholders of both
the sale and of the offer by Sandfire for MOD. This sale and offer
were both approved on 1 October 2019 and subsequently approved by
the Supreme Court of Western Australia on 8 October 2019.
No value has been attributed to the royalty acquired as the
possible production levels and timescale of the development of the
exploration assets is uncertain.
The royalties acquired in the year ended 31 December 2018 (see
below for details) have been revalued at 31 December 2019 on a
discounted cash flow basis assuming a 10% discount rate and
recovery in the first quarter of 2022.
Year ended 31 December 2018
In July 2018, the Company entered into a binding agreement to
sell its interests in certain exploration operations in Botswana,
known as the T3 Copper Project, held in a joint venture with MOD,
through the sale of the Company's 30% interest in Metal Capital
Limited.
The sale was conditional, inter alia, on the approval of MOD's
shareholders and certain approvals from the Government of Botswana.
Those conditions were met on 16 November 2018. The sale of the
interests was achieved by the establishment of a new associated
company, Metal Capital Exploration Limited, and the transfer of the
remaining interests in the original joint venture to a subsidiary
of that company, Tshukudu Exploration Botswana (Pty) Limited. The
Group's interest in Metal Capital Limited, which then held only the
interests in the T3 Dome, was then sold to MOD.
In consideration for the disposal of the T3 Copper Project,
Metal Tiger was issued with 17,090,000 shares in MOD (the
"Consideration Shares"), and 40,673,566 unquoted MOD options with a
nil exercise price and expiring on 15 November 2021 (the "Options")
and was granted a 2% smelter royalty, up to a maximum of
US$2,000,000 on production from the T3 resource when brought into
production. Following the issue of the Consideration Shares, Metal
Tiger was interested in 31,064,220 MOD shares, representing 12.5%
of MOD's then enlarged share capital. Metal Tiger was restricted
from disposing of any of the Consideration Shares, as well as any
MOD shares issued pursuant to the conversion of the Options, for a
period of 12 months from completion. The Options represented
approximately 16% of MOD's enlarged share capital (as enlarged by
the Consideration Shares). Metal Tiger was entitled to exercise the
Options by converting them into one MOD share each, provided that
Metal Tiger owned equal to or less than 12.5% of MOD after
completing such conversion in order to comply with ownership limits
for issued shares (if such conversion occurred before 16 November
2021). In arriving at the fair value of the consideration for the
disposal of the T3 Copper Project management considered the
Consideration Shares and the Options to be intrinsically equivalent
and therefore attributed a fair value of A$0.47 to each of the
Consideration Shares and the Options. No discount was applied to
the Options because in the opinion of the Directors any such
discount which would have been applied would be immaterial. The
option price was equivalent to the valuation that would have been
obtained using the Black-Scholes methodology with a nil option
price.
The royalty was valued at 31 December 2018 on a discounted cash
flow basis assuming a 10% discount rate and recovery in the second
half of 2021.
5 MOVEMENT IN FAIR VALUE OF FAIR VALUE ACCOUNTED EQUITIES
2019 2018
GBP'000 GBP'000
Change in fair value of non-current asset investments
(note 17) (899) --
Change in fair value of current asset investments (note
19) 5,384 (12,434)
4,485 (12,434)
6 INVESTMENT INCOME
Investment income comprises dividends received.
7 OPERATING PROFIT/LOSS
2019 2018
GBP'000 GBP'000
Profit/loss from operations is arrived at after charging:
Wages and salaries (note 8) 1,245 1,481
Share based payment expense 903 708
Amortisation of intangible assets 4 4
Depreciation 12 15
During the year the Group obtained the following services from the
Company's auditor:
2019 2018
GBP'000 GBP'000
Fees payable to the Company's auditor for:
the audit of the Group's financial statements 47 45
tax services 16 12
other assurance services 1 --
7 EMPLOYEE AND DIRECTORS' REMUNERATION
The expense recognised for employee benefits for continuing
operations is analysed below:
2019 2018
GBP'000 GBP'000
Short term employee benefits (including Directors) 1,133 1,343
Pension costs 4 6
Social security costs 108 132
1,245 1,481
Share based remuneration 903 708
2,148 2,189
DIRECTORS' REMUNERATION
2019 2018
GBP'000 GBP'000
Remuneration 409 610
Consultancy fees 40 43
Bonuses 315 318
Pension costs -- 3
Other benefits 11 11
775 985
Share based remuneration 781 636
1,556 1,621
Social security costs 77 113
1,633 1,734
Details of Directors' employment benefits expense are as
follows:
Consultancy Pension Other Total Total
Name of Remuneration fees Bonuses costs benefits 2019 2018
Director GBP '000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Charles
Hall 50 -- 25 -- 7 82 76
Michael
McNeilly 182 -- 150 -- 1 333 323
Mark
Potter 142 -- 65 -- 3 210 165
Terry
Grammer -- 40 70 -- -- 110 60
Neville
Bergin 35 -- 5 -- -- 40 29
Keith
Springall -- -- -- -- -- - 175
Alastair
Middleton -- -- -- -- -- -- 154
Geoffrey
McIntyre -- -- -- -- -- -- 3
409 40 315 -- 11 775 985
Details of share options and warrants granted to Directors
during the year are given in note 26.
Average number of persons employed during the year:
2019 2018
Number Number
Project Investment operations 4 4
Office and management 9 12
13 16
Key management are the Directors of the Company.
9 FINANCE INCOME
2019 2018
GBP'000 GBP'000
Bank interest 1 1
Amortisation of discount on royalties receivable (see
notes 4 and 8) 3 39
Change in value of derivatives held for financing 11 --
Foreign exchange gains 62 273
77 313
10 FINANCE COSTS
2019 2018
GBP'000 GBP'000
Bank interest 3 --
11 TAXATION
2019 2018
GBP'000 GBP'000
Current tax on income for the year -- --
Deferred tax -- 545
Total tax (charge)/credit for the year -- 545
The tax on the Group's profit/(loss) before tax differs from the
theoretical amount that would arise using the weighted average rate
applicable to profits of the Group or Company as follows:
2019 2018
Factors affecting the tax charge GBP'000 GBP'000
Profit/(loss) before tax 4,472 (3,958)
Profit/(loss) before tax multiplied by rate of corporation
tax in the UK of 19% (2018: 19%) (850) 752
Overseas profits/losses taxed at different rates (17) (1)
Changes in rate at which deferred tax is provided 58 (288)
Income not chargeable to tax 656 2,415
Expenses not allowable for tax (277) (288)
Other permanent timing differences 1 3
Deferred tax gains and losses not recognised 429 (2,048)
Total tax (charge)/credit -- 545
Movements in deferred tax assets and liabilities during the year
and the amounts outstanding at the year end are as follows:
Assets Liabilities Net
Deferred tax asset/(liability) GBP'000 GBP'000 GBP'000
At 1 January 2018 97 (642) (545)
Year ended 31 December 2018: Credit for the
year (97) 642 545
At 31 December 2018 -- -- --
Year ended 31 December 2019: -- -- --
At 31 December 2019 -- -- --
No deferred tax asset or liability is provided at 31 December
2019 owing to the availability of losses carried forward and the
uncertainty of the timing of future profits. As at 31 December 2019
the Group has unprovided tax losses carried forward of
approximately GBP1,500,000 (2018: GBP4,400,000) of which GBP500,000
relate to subsidiaries in Thailand and expire over the period to 31
December 2024 (2018: GBP2,400,000 over the period to 31 December
2023).
12 PROFIT/(LOSS) ACCOUNTED FOR IN THE PARENT COMPANY
As permitted under Section 408 of the Companies Act 2006, a
Statement of Comprehensive Income for the Company is not presented
as part of these financial statements.
13 EARNINGS/(LOSS) PER SHARE
The basic earnings per share is based on the profit or loss for
the year divided by the weighted average number of shares in issue
during the year. The weighted average number of ordinary shares for
the year assumes that all shares have been included in the
computation based on the weighted average number of days since
issue.
2019 2018
GBP'000 GBP'000
Earnings/(loss) attributable to equity holders
of the Company:
Continuing and total operations 4,472 (3,404)
No of shares No of shares
Weighted average number of ordinary shares in
issue for basic earnings 1,523,668,005 1,199,134,506
Weighted average of exercisable share options -- n/a
and warrants
Weighted average number of ordinary shares in 1,523,668,005 n/a
issue for fully diluted earnings
No share options and warrants outstanding at 31 December 2019
were dilutive as the average market price of ordinary shares during
the year exceeded the exercise price of the share options and
warrants in issue and at 31 December 2018 no share options or
warrants were dilutive in view of the loss for that year.
Accordingly, all such potential ordinary shares have been excluded
from the weighted average number of ordinary shares in calculating
diluted earnings per share at both dates.
2019 2018
Pence per Pence per
share share
Earnings/(loss) per ordinary share - basic:
Continuing and total operations 0.29p (0.28p)
Earnings/(loss) per ordinary share - fully diluted:
Continuing and total operations 0.29p (0.28p)
14 SUBSIDIARY UNDERTAKINGS
The following were subsidiary undertakings at the end of the
year. All subsidiaries have year ends which are coterminous with
that of the parent Company. Except where indicated all companies
are engaged in mineral exploration. Metal Tiger plc controls those
companies where its proportion of voting rights is less than 50% by
virtue of shareholder agreements.
Proportion
of voting
rights and
Country of Effective ordinary
incorporation dividend Type of share
Registered or rights shares capital
Name office registration held held held
107
Cheapside
KEMCO Mining London
plc* EC2V 6DN England and
(non-trading) UK Wales 100% Ordinary 100%
Level 2 267
St Georges
Metal Tiger Terrace
Australia Pty West Perth
Limited* WA 6000
(non-trading) Australia Australia 100% Ordinary 100%
75/32
Richmond
Office
Building
12th Floor
Soi
Sukhumvit
26
Sukhumvit
Road
Klongton
Metal Tiger Klongtoey
Exploration Bangkok,
and Mining Co. 10110 Ordinary 49%
Ltd. Thailand Thailand 100% Preference 100%
Metal Tiger IHQ Co. Ltd.* 100% Ordinary 100%
Metal Group Co. Ltd. 99% Ordinary 49%
Metal Tiger Resources Co. Ltd. 100% Ordinary 88%
* Directly owned by the Company.
INVESTMENT IN SUBSIDIARY UNDERTAKINGS 2019 2018
Company GBP'000 GBP'000
At 1 January 564 536
Increase in capital -- 28
At 31 December 564 564
15 INVESTMENT IN ASSOCIATES
The Group and the Company held no interests in associates at the
end of the year. The Group's and Company's interests in the
following associated companies were sold during the year as set out
in note 4:
Name Registered Country of Proportion of Nature of
office incorporation voting rights business
or and ordinary
registration share capital
held
Held directly:
Metal Capital 107 Cheapside England and 30% Mineral
Exploration London EC2V Wales exploration
Limited * 6DN UK
Held indirectly through Metal Capital Exploration Limited:
Tshukudu Plot 64518 Botswana 30% Mineral
Exploration Fairground exploration
Botswana (Pty) Gaborone,
Limited Botswana
Group and Company Cost of investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 31 January 2018 373 1,830 2,203
Additions in the year 290 2,498 2,788
Share of comprehensive losses (176) -- (176)
Transfers (see note 4) 1,312 (1,312) --
Disposals (see note 4) (373) (2,921) (3,294)
Translation differences -- 147 147
At 31 December 2018 1,426 242 1,668
Additions in the year 45 169 214
Share of comprehensive losses (5) -- (5)
Disposals (see note 4) (1,466) (455) (1,921)
Translation differences -- 44 44
At 31 December 2019 -- -- --
The changes in investments in associated companies held by the
Group and the Company during 2018 and 2019 are explained in note
4.
Metal Capital Limited (sold 2018) Cost of investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2018 373 1,830 2,203
Additions in the year 284 2,278 2,562
Share of comprehensive losses (169) -- (169)
Transfers (115) (1,312) (1,427)
Disposals (see note 4) (373) (2,921) (3,294)
Translation differences -- 125 125
At 31 December 2018 -- -- --
The consolidated results of Metal Capital Limited were as
follows:
2019 2018
GBP'000 GBP'000
Revenue -- --
Operating costs -- (200)
Finance expense -- (362)
Loss before taxation -- (562)
Tax on loss on ordinary activities -- --
Loss for the year -- (562)
Metal Capital Exploration Limited
(sold 2019) Cost of investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2018 -- -- --
Transfers 1,427 -- 1,427
Additions in the year 6 220 226
Share of comprehensive losses (7) -- (7)
Translation differences -- 22 22
At 31 December 2018 1,426 242 1,668
Additions in the year 45 169 214
Share of comprehensive losses (5) -- (5)
Disposals (see note 4) (1,466) (455) (1,921)
Translation differences -- 44 44
At 31 December 2019 -- -- --
The consolidated results and net assets of Metal Capital
Exploration Limited were as follows:
2019 2018
GBP'000 GBP'000
Revenue -- --
Operating costs (18) (1)
Finance expense -- (4)
Loss before taxation (18) (5)
Tax on loss on ordinary activities -- --
Loss for the year (18) (5)
2019 2018
GBP'000 GBP'000
Non-current assets -- 4,957
Current assets -- 286
Current liabilities -- (809)
Net assets -- 4,434
16 INVESTMENT IN JOINT VENTURES
The companies in which Metal Tiger's joint venture interests are
held are set out below. All are engaged in mineral exploration.
Joint Registered Country of Principal Proportion of ownership
venture office incorporation place of interest and voting
or business rights held by the
registration Group/Company
31 Dec 31 Dec 2018
2019
Held
directly:
Boh Yai 89/2 Soi Thailand Thailand Option to Option to
Mining Rajvithee 2 acquire acquire 80%
Company Rajvithee 80%
Ltd. Road Kwaeng
Samsen Nai
Khet
Payathai
Bangkok
10400
Thailand
Kalahari 25-29 UK UK 59.8% / 34% **
Metals Maddox 50%*
Limited Street
London W1S
2PP UK
* Kalahari Metals Limited is regarded as a joint venture as a
shareholder agreement precludes Metal Tiger from exercising control
over the company and accordingly its voting rights are effectively
limited to 50%.
** At 31 December 2018, Metal Tiger held an option to acquire a
further 16% of the voting rights and ordinary share capital in
Kalahari Metals Limited for US$500,000. This option was exercised
on 11 March 2019.
The Group also has an interest in the following companies which
were accounted for as joint ventures at 31 December 2018:
Proportion of
Country of ownership interest
incorporation Principal and voting rights
Registered or place of held by the
Company office registration business Group/Company
31
Dec
2019 31 Dec 2018
28 Fidlas
Logrosán Avenue
Minerals Cardiff CF14
Limited 0NY UK UK 38.5% 50%
Held indirectly through Logrosán Minerals Limited:
Calle Dr.
Reiro de
Sorapán
2 10120
Logrosán
Logrosán Cáceres,
Minera SL Spain Spain Spain 38.5% 50%
Metal Tiger's interests in Logrosán Minerals Limited and its
subsidiary were diluted during the year. The Directors have
determined that, as of 31 December 2019, the Company no longer has
joint control or significant influence over that company and have
fully provided against the value of this investment.
Group and Company Cost of investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2018 998 226 1,224
Additions in the year 859 -- 859
Share of losses (33) -- (33)
Translation differences -- (1) (1)
At 31 December 2018 1,824 225 2,049
Additions in the year 1,258 -- 1,258
Share of losses (22) -- (22)
Write-off of investment (260) (213) (473)
Translation differences -- (12) (12)
At 31 December 2019 2,800 -- 2,800
The fair value of investments in joint ventures at the year end
is considered by the Directors not to be materially different to
the carrying amounts at that date.
Boh Yai Cost of investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2018 731 -- 731
Additions -- -- --
At 31 December 2018 731 -- 731
Additions -- -- --
At 31 December 2019 731 -- 731
The above amount represents the cost of investment in the Boh
Yai joint venture at 31 December 2019. The Group had, at that date,
an option to acquire 80% of the issued share capital of Boh Yai
Mining Company Ltd. and a hire purchase agreement with Kanchanaburi
Exploration and Mining Company Limited to use equipment at the mine
site in Kanchanaburi Province, Thailand. As more fully set out in
note 29 to the financial statements, since the year end the
agreement with respect to this joint venture has been terminated
and the write-off of the cost of GBP731,000 will be reflected in
the financial statements for the year ended 31 December 2020.
Kalahari Metals Limited Cost of investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2018 -- -- --
Additions in the year 859 -- 859
Share of comprehensive losses (26) -- (26)
At 31 December 2018 833 -- 833
Additions in the year 1,258 -- 1,258
Share of comprehensive losses (22) -- (22)
At 31 December 2019 2,069 -- 2,069
The results and net assets of Kalahari Metals Limited were as
follows:
2019 2018
GBP'000 GBP'000
Revenue -- 19
Operating costs (63) (88)
Finance income/(expense) 22 (4)
Loss before taxation (41) (73)
Tax on loss on ordinary activities -- --
Loss for the year (41) (73)
2019 2018
GBP'000 GBP'000
Non-current assets 1,928 653
Current assets 150 161
Current liabilities (79) (18)
Net assets 1,999 796
Logrosán Minerals Limited Cost of investment Loan advances Total
GBP'000 GBP'000 GBP'000
At 1 January 2018 267 226 493
Share of losses (7) -- (7)
Translation differences -- (1) (1)
At 31 December 2018 260 225 485
Write-off of investment (260) (213) (473)
Translation differences -- (12) (12)
At 31 December 2019 -- -- --
17 OTHER NON-CURRENT ASSET INVESTMENTS
Year ended 31 Other fixed
December 2019 Equity asset
Group and investments Derivatives investments Total
Company GBP'000 GBP'000 GBP'000 GBP'000
At 1 January --
at fair value -- -- 107 107
Transfer from
current assets 6,206 -- -- 6,206
Acquisition -- 158 -- 158
Movement in fair
value (899) 12 -- (887)
At 31 December --
at fair value 5,307 170 107 5,584
Categorised as:
Level 1 - quoted
investments 5,307 -- -- 5,307
Level 3 --
unquoted
investments -
Equity -- 170 107 277
5,307 170 107 5,584
Year ended 31 Other fixed
December 2018 Equity asset
Group and investments Derivatives investments Total
Company GBP'000 GBP'000 GBP'000 GBP'000
At 1 January --
at fair value -- -- -- --
Acquisition -- -- 107 107
At 31 December --
at fair value -- -- 107 107
Categorised as:
Level 3 --
Unquoted
investments -
equity -- -- 107 107
-- - 107 107
The tables of investments above set out the fair value
measurements using the IFRS 13 fair value hierarchy. Categorisation
within the hierarchy has been determined on the basis of the lowest
level of input that is significant to the fair value measurement of
the relevant asset as follows:
Level 1 -- valued using quoted prices in active markets for
identical assets;
Level 2 -- valued by reference to valuation techniques using
observable inputs other than quoted prices included within Level 1;
and
Level 3 -- valued by reference to valuation techniques using
inputs that are not based on observable market data.
The maximum credit risk as regards these investments is not
considered to be materially different from the carrying value of
those investments.
EQUITY INVESTMENTS
The investment held as non-current asset investments comprises
1,675,125 ordinary shares in the capital of Sandfire Resources
Limited which is traded on the Australian ASX market. This
investment is held as security, via a stock lending arrangement,
for the Group's bank loan which matures on 16 December 2022 (see
note 23). The financing arrangement for the bank loan includes a
put/call option over these shares as set out below.
DERIVATIVES
As part of the financing arrangement for the Group's bank loan,
the Company has entered into a put/call arrangement whereby it
has:
1. obtained the right (but not the obligation) to sell 1,675,125 Sandfire
shares to the lender at the expiry of the loan on 16 December 2022 at 80%
of the reference price of A$6.10 (subject to customary adjustments) (the
"Reference Price"); and
2. granted the lender the right (but not the obligation) to buy 1,675,125
Sandfire shares from the Company at the same date at a premium of 145% of
the Reference Price.
The Company may elect to settle the put/call by way of physical
delivery of Sandfire shares or by way of a cash payment reflecting
the value of the put and call at that time.
The derivative has been recorded initially at cost and revalued
by the lending bank at the year end by reference to Level 3 data
under the IFRS 13 fair value hierarchy.
OTHER NON-CURRENT ASSET INVESTMENTS
Other non-current asset investments comprise an investment in
Sita Capital Partners LLP, an asset management partnership which is
not held for the short term. Mr Mark Potter, a director of the
Company, is the controlling partner of Sita Capital Partners
LLP.
18 ROYALTIES RECEIVABLE
Group and Company GBP'000
At 1 January 2018 --
Acquisitions in the year 1,200
Amortisation of discount on acquisition 39
Translation differences 46
At 31 December 2018 1,285
Acquisitions in the year (see note below) --
Amortisation of discount on acquisition 3
Translation differences (52)
At 31 December 2019 1,236
The royalties receivable relate to those attributable to the T3
project in Botswana previously owned in the Metal Capital Limited
joint venture sold to MOD in 2018. No value has been attributed to
the royalty acquired as a result of the sale of Metal Capital
Exploration Limited in 2019 as the possible production levels and
timescale of the development of the exploration assets is
uncertain.
Further details are given in note 4 to the financial
statements.
19 CURRENT ASSET INVESTMENTS
2019 2018
Group and Group and
Company Company
GBP'000 GBP'000
At 1 January -- investments at fair value 12,079 10,062
Acquisitions 7,724 18,929
Disposal proceeds (909) (3,967)
Transfer to non-current assets (6,206) --
Gain on disposal of investments (43) (511)
Movement in fair value of investments 5,384 (12,434)
At 31 December -- investments at fair
value 18,029 12,079
Categorised as:
Level 1 -- Quoted investments 17,375 11,360
Level 3 -- Unquoted investments - equity 549 706
Level 3 -- Unquoted investments -- share
warrants 105 13
18,029 12,079
The table of investments sets out the fair value measurements
using the IFRS 13 fair value hierarchy. The explanation of the
hierarchy is given in note 17.
Investments at 31 December 2019 include an investment of
GBP1,272,000 for contracted subscription rights to 12,000,000
ordinary shares in Cobre Limited.
The maximum credit risk as regards these investments is not
considered to be materially different from the carrying value of
those investments.
LEVEL 3 FINANCIAL ASSETS
Reconciliation of Level 3 fair value measurement
of financial assets:
2019 2018
Group and Company Group and Company
GBP'000 GBP'000
At 1 January 719 720
Purchases 106 764
Transfer from Level 1 -- 393
Disposal proceeds -- (240)
Warrants exercised -- (20)
Loss on disposal of
investments (53) (272)
Movement in fair value (118) (626)
At 31 December 654 719
Level 3 valuation techniques used by the Group are explained in
note 2 (fair value of investments). The following key input has
been used in the valuation model: volatilities ranging between 70%
and 230% depending on the investment (2018: 51% to 103%). A 20%
increase in the volatility estimate would result in a GBP22,000
increase in the fair value (2018: GBP10,000) and a 20% decrease
would result in a GBP42,000 decrease in fair value (2018:
GBP17,000).
20 TRADE AND OTHER RECEIVABLES
2019 2019 2018 2018
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Tax and social security 173 -- 157 1
Other receivables 29 14 23 6
Prepayments and accrued income 296 244 159 95
498 258 339 102
The fair value of trade and other receivables, using the
expected credit loss model, is considered by the Directors not to
be materially different to carrying amounts.
21 CASH AND CASH EQUIVALENTS
2019 2019 2018 2018
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Cash at investment brokers 82 82 55 55
Cash at bank 4,925 4,886 1,804 1,776
5,007 4,968 1,859 1,831
The fair value of cash and cash equivalents is considered by the
Directors not to be materially different to carrying amounts.
22 TRADE AND OTHER PAYABLES
2019 2019 2018 2018
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Trade payables 1,347 1,347 40 40
Tax and social security 68 58 6 --
Other payables 38 28 12 11
Accrued charges 145 124 104 92
1,598 1,557 162 143
Trade payables in the Group and the Company at 31 December 2019
include an amount of GBP1,272,000 in respect of the acquisition of
current asset equity investments which was settled after the year
end (2018: GBPnil).
The fair value of trade and other payables is considered by the
Directors not to be materially different to carrying amounts.
23 LOANS AND BORROWINGS
2019 2019 2018 2018
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
Current liabilities 54 -- 52 --
Non-current liabilities 4,331 4,331 -- --
4,385 4,331 52 --
CURRENT LIABILITIES
2019 2019 2018 2018
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 52 -- 49 --
Translation differences 2 -- 3 --
At 31 December 54 -- 52 --
The loan is non-interest-bearing and is repayable on demand.
NON-CURRENT LIABILITIES -- BANK LOAN
2019 2019 2018 2018
Group Company Group Company
GBP'000 GBP'000 GBP'000 GBP'000
At 1 January -- -- -- --
Drawn down in the year 4,224 4,224 -- --
Translation differences 107 107 -- --
At 31 December 4,331 4,331 -- --
The Company has a secured loan of A$8,175,000, shown above, from
a banking institution which is secured by reference to the stock
loan over shares in Sandfire and the associated put/call
derivative, see note 17. The loan is repayable in full on 16
December 2022.
AVAILABLE LOAN FACILITIES
The Company can, subject to the approval of the lender of the
bank loan, utilise the balance of Sandfire shares held by the
Company to increase the amount of the loan at a future date up to a
maximum value of the security, being the value of Sandfire shares
at that time. If the total amount outstanding at 30 June 2020 is
less than A$20million, the Company will be required to pay a
commitment fee to the lender, with the maximum fee so payable
amounting to A$118,254. At 31 December 2019, the fair market value
of 4,621,865 Sandfire shares currently available and uncharged and
included within Equity Investments segmental current assets was
GBP14,644,000.
24 CONTINGENT CONSIDERATION
On 16 February 2016, the Company exercised its option to acquire
the remainder of the Thai based assets of SouthEast Asia Mining
Corporation ("SEAM"), comprising its investment in SouthEast Asia
Exploration and Mining Co. Ltd (now called Metal Tiger Exploration
and Mining Co. Ltd.) and certain fellow subsidiaries, to provide an
increased portfolio of base metal interests in Thailand through
joint venture interests with Boh Yai Mining Company Ltd. in
Thailand. The consideration was a cash payment of US$200,000 and a
payment of US$300,000 in 23,799,000 new ordinary shares of the
Company. A potential further cash payment of US$100,000 and a
US$60,000 working capital contribution may be issued to SEAM
subject to the grant of the primary target prospecting licence
1/2557 in the Kanchanaburi province in Western Thailand.
25 SHARE CAPITAL
Number of Share Share
CALLED UP, ISSUED AND FULLY PAID ordinary shares capital premium
GBP'000 GBP'000
At 1 January 2018 1,086,932,534 109 6,125
Share issues 263,023,531 26 4,835
Warrant reserve release -- -- 124
Share issue expenses -- -- (445)
At 31 December 2018 1,349,956,065 135 10,639
Share issues 209,216,232 21 3,012
Warrant issues -- -- (297)
Share issue expense -- -- (275)
At 31 December 2019 1,559,172,297 156 13,079
SHARE ISSUES
The following issues of ordinary shares of 0.01p took place
during the year:
Issue price Amount gross
Date (p) Number issued GBP'000
11 February 2019 Placing 1.450 70,010,345 1,015
11 March 2019 Placing 1.450 137,162,552 1,989
Total issued for cash 207,172,897 3,004
For remuneration,
professional and
other fees and
the acquisition
Various dates of investments 1.422 * 2,043,335 29
209,216,232 3,033
* Average price.
Details of warrants issued with the placing are given in note
26.
Details of share issues since the year end are given in note
29.
Share issues in the year ended 31 December 2018 were as
follows:
Issue price Amount gross
Date (p) Number issued GBP'000
KEMCO Mining plc
warrants
22 February 2018 converted 1.627 12,259,617 200
7 August 2018 Placing 2.800 125,573,737 3,516
30 August 2018 Placing 2.800 93,425,714 2,616
Warrants
Various dates exercised 2.000 8,399,999 167
Various dates Options exercised 2.856 * 18,330,000 388
Total issued for cash 257,989,067 6,887
For remuneration,
professional and
other fees and
acquisition of
Various dates investments 2.157 * 5,034,464 109
263,023,531 6,996
* Average price.
SHARE BUY-BACKS
At 31 December 2019 the Company had repurchased 5,716,380
ordinary shares at a total cost of GBP77,000 under a general
authority approved at a General Meeting of the Company held 6
November 2019 and, pursuant to which, on 19 December 2019 the
Company announced a buy-back programme of up to a maximum of
155,917,230 ordinary shares, initially to a maximum consideration
of GBP500,000. The share repurchases were held on behalf of the
Company at the year end and were transferred to treasury shares and
cancelled on 17 January 2020. Details of further repurchases and
cancellations occurring since the year end are given in note
29.
26 SHARE OPTIONS AND WARRANTS
SHARE OPTIONS
2019 2018
Weighted Weighted
average average
exercise price exercise price
Number (p) Number (p)
At 1 January 160,200,000 4.03 104,530,000 3.57
Issued in year -- -- 78,000,000 4.10
Exercised in
year -- -- (18,330,000) 2.12
Cancelled or
expired in
year (25,700,000) 2.29 (4,000,000) 2.00
At 31 December 134,500,000 4.36 160,200,000 4.03
Exercisable at
31 December 134,500,000 4.36 82,200,000 3.98
Average life 3.65 years 4.13 years
remaining at 31
December
No new issues were made under the Company's share option schemes
during the year. The following schemes remain in existence from
prior years:
Grant date and vesting 11 May 21 July 21 July
date 18 January 2017 2017 2018 2018
Share price at date of
grant 1.65p 2.175p 2.97p 2.97p
Exercise price per
share 3.00p 6.00p 3.50p 4.50p
No. of options
originally granted 26,000,000 33,000,000 31,500,000 46,500,000
Risk free rate 1% 1% 1% 1%
Expected volatility 95% 93% 88% 88%
Life of option 3 years 5 years 3 years 3 years
Calculated fair value 0.770p 1.181p 1.952p 1.825p
per share option
Options outstanding to Directors at 31 December 2019 are as
follows:
Exercise At Cancelled At
price 1 January or Expired 31 December
(p) Number Number Number
Charles Hall 3.50 3,000,000 -- 3,000,000
4.50 4,500,000 -- 4,500,000
6.00 5,000,000 -- 5,000,000
Terry Grammer 2.00 5,000,000 (5,000,000) --
3.00 2,000,000 -- 2,000,000
3.50 2,000,000 -- 2,000,000
4.50 3,000,000 -- 3,000,000
6.00 2,000,000 -- 2,000,000
Michael McNeilly 2.00 2,000,000 (2,000,000) --
3.00 7,500,000 -- 7,500,000
3.50 10,000,000 -- 10,000,000
4.50 15,000,000 -- 15,000,000
6.00 10,000,000 -- 10,000,000
Mark Potter 3.00 1,000,000 -- 1,000,000
3.50 10,000,000 -- 10,000,000
4.50 15,000,000 -- 15,000,000
6.00 4,000,000 -- 4,000,000
Neville Bergin 3.50 2,000,000 -- 2,000,000
4.50 3,000,000 -- 3,000,000
106,000,000 (7,000,000) 99,000,000
The total share based payment expense recognised in the income
statement for the year ended 31 December 2019 in respect of options
granted was GBP903,000 (2018: GBP708,000).
PLACING WARRANTS
2019 2018
Weighted Weighted
average average
exercise price exercise price
Number (p) Number (p)
At 1 January 463,597,810 4.660 260,621,468 4.001
Issued in year
(see below) 113,216,408 1.953 235,175,341 5.000
Exercised in
year -- -- (8,399,999) (2.000)
Expired in year (53,809,944) - (23,799,000) (1.740)
At 31 December 523,004,274 4.597 463,597,810 4.660
Exercisable at
31 December 523,004,274 4.597 463,597,810 4.660
Average life 1.74 years 2.60 years
remaining at 31
December
In addition, up to 4,850,000 Secondary Warrants are potentially
issuable on a one for one basis to existing holders of certain
warrants ("Brokers' Warrants") issued in connection with a previous
placing when those Brokers' Warrants (themselves exercisable on or
before 27 April 2022) are exercised. These warrants will have, on
issue, an exercise price of 6p per share and will be valid for a
further five years from the date of issue. A value attributable to
these Secondary Warrants was included in arriving at the fair value
of the Brokers' Warrants issued on 27 April 2017 in connection with
the placing on 26 April 2017.
The warrants issued during the year were in connection with the
placings of the Company's ordinary shares as detailed in note 25
and have been charged as a component of equity. The fair values of
the warrants were determined using the Black-Scholes pricing model.
The significant inputs to the model were as follows:
Warrants for
Placing warrants Placing warrants advisory services
Grant date 18 February 2019 10 March 2019 10 March 2019
Share price at date
of grant 1.225p 1.300p 1.300p
Exercise price per
share 2.000p 2.000p 1.450p
No. of warrants
granted 35,005,172 68,581,276 9,629,960
Risk free rate 1% 1% 1%
Expected volatility 64% 62% 62%
Life of warrant 2 years 2 years 2 years
Calculated fair 0.254p 0.281p 0.406p
value per share
warrant
27 FINANCIAL INSTRUMENTS
CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that it will be able to
continue as a going concern while maximising the return to
shareholders through the optimisation of debt and equity funding.
Currently the Company's capital structure consists entirely of
shareholders' equity, comprising issued share capital and
reserves.
The Company uses financial instruments to provide funding for
its operations. The derivatives held by the Company, as set out in
note 17 are used to provide for a partial hedge in changes in the
value of the market investments used to secure the Company's long
term loan (note 23).
The main risks arising from the Company's financial instruments
are credit risk, liquidity risk, market risk and foreign exchange
risk. The Company does not have any significant other risks. The
Directors agree policies for managing these risks and they are
summarised below.
CREDIT RISK
The Group's exposure to credit risk is limited to the carrying
amounts of trade and other receivables, and cash and cash
equivalents recognised at the balance sheet date, as follows:
2019 2018
GBP'000 GBP'000
Trade and other receivables 29 23
Cash and cash equivalents 5,007 1,859
5,036 1,882
The Group's management considers that all the above financial
assets that are not impaired for each of the reporting dates under
review are of good credit quality, including those that are past
due.
No impairment provision was required against trade and other
receivables in the year (2018: none). None of the Group's financial
assets are secured by collateral or other credit enhancements.
The credit risk for cash and cash equivalents is considered
negligible, since the counterparties are reputable banks with high
quality external credit ratings.
LIQUIDITY RISK
The Group makes both short term and long term investments. Short
term investments are principally quoted investments and such
investments may be sold to meet the Group's funding requirements.
However, the market in small capitalised companies can be illiquid.
Long term investments include quoted and unquoted investments,
derivatives and joint ventures through unquoted investment
vehicles. Unquoted investments, including joint ventures, are
subject to greater liquidity risk. Directors perform extensive due
diligence prior to investment in joint ventures.
As the Group has no significant interest-bearing assets, the
Group's income and operating cash flows are substantially
independent of changes in market interest rates.
The following table shows the contractual maturities of the
Group's financial liabilities, including repayments of both
principal and interest where applicable:
2019 2018
GBP'000 GBP'000
Trade and other payables due in 6 months or less 1,442 58
Related party creditors due in 6 months or less 159 146
Loan repayable on demand 54 52
Loan repayable in 2 years or more 4,331 --
Total contractual cash flows 5,986 256
As set out in notes 17 and 23, the loan repayable in more than
two years is secured upon a quoted equity investment held by the
Company and pricing risk is partially protected by means of a
derivative cap/collar.
MARKET RISK
The Company is exposed to market risk as a result of investing
in listed resource companies. The fair value of each investment
will fluctuate as a result of factors specific to the investment.
The Company actively reviews its portfolio of investments to manage
this risk. An increase of 10% in the valuation of listed
investments held at the year end would increase the profit before
tax for the year by GBP2,268,000 (2018: GBP1,208,000).
FOREIGN CURRENCY RISK
The Group is exposed to movements in exchange rates in respect
of equity investments, derivatives, overseas subsidiaries,
investments in joint ventures and associates, and cash held in
foreign currencies.
The following table illustrates the sensitivity of net assets to
changes in currency exchange rates at the year end where there is a
material exposure to that currency:
2019 2018
CHANGE IN EQUITY GBP'000 GBP'000
5% Increase in AUD fx rate against GBP 1,053 495
5% Decrease in AUD fx rate against GBP (1,053) (495)
5% Increase in USD fx rate against GBP 173 111
5% Decrease in USD fx rate against GBP (173) (111)
Exposure to foreign exchange rates varies during the year
depending on the volume and nature of foreign transactions.
Nonetheless, the analysis above is considered to be representative
of the Group's exposure to currency risk.
CATEGORIES OF FINANCIAL INSTRUMENTS
The IFRS 9 categories of financial assets and liabilities
included in the Statement of Financial Position and the headings in
which they are included are as follows:
Year ended 31 December 2019
Current assets and Non-current assets
liabilities and liabilities Total
GBP'000 GBP'000 GBP'000
FINANCIAL ASSETS HELD
AT AMORTISED COST
Cash and bank balances 5,007 -- 5,007
Loans and receivables 202 -- 202
FINANCIAL ASSETS HELD
AT FAIR VALUE
Royalties receivable -- 1,236 1,236
Derivatives -- 170 170
Other non-current
asset investments -- 107 107
Equity investments
accounted for under
fair value 18,029 5,307 23,336
FINANCIAL LIABILITIES
HELD AT AMORTISED
COST
Trade and other
payables 1,453 -- 1,453
Trade and other
payables -- amounts
due to related
companies 148 -- 148
Loans and borrowings 54 4,331 4,385
Year ended 31 December 2018
Current assets and Non-current assets
liabilities and liabilities Total
GBP'000 GBP'000 GBP'000
FINANCIAL ASSETS HELD
AT AMORTISED COST
Cash and bank balances 1,859 -- 1,859
Loans and receivables 180 -- 180
FINANCIAL ASSETS HELD
AT FAIR VALUE
Royalties receivable -- 1,285 1,285
Other non-current
asset investments -- 107 107
Equity investments
accounted for under
fair value 12,079 -- 12,079
FINANCIAL LIABILITIES
HELD AT AMORTISED
COST
Trade and other
payables 58 -- 58
Trade and other
payables -- amounts
due to related
companies 146 -- 146
Loans and borrowings 52 -- 52
28 RELATED PARTY TRANSACTIONS
GROUP AND PARENT COMPANY
A list of significant shareholders is included in the Report of
the Directors. No ultimate controlling party has been identified by
the Directors.
Details of the Directors' remuneration and consultancy fees are
disclosed in note 7. In the opinion of the Board, only the
Directors of the parent Company fall to be regarded as key
employees.
No amounts were owed by any Director to the Group at 31 December
2019 or 31 December 2018.
The following amounts were owed by the Group to Directors at the
year end in respect of expenses and outstanding salaries:
2019 2018
GBP'000 GBP'000
Charles Hall 1 --
Michael McNeilly 1 1
Mark Potter -- --
Terry Grammer 3 12
Neville Bergin 3 3
PARENT COMPANY TRANSACTIONS WITH SUBSIDIARIES
The Company charged Metal Tiger Exploration and Mining Co. Ltd.
GBP89,000 (2018: GBP157,000) during the year in respect of fees for
consultancy services and for travel and similar costs incurred in
respect of their operations and GBP11,000 (2018: GBP5,000) in
respect of interest on outstanding charges.
In addition, the Company has funded the operations of
subsidiaries during the year.
Amounts due to the Amounts due to the
Company at 31 December Company at 31 December
2019 2018
Subsidiary GBP'000 GBP'000
KEMCO Mining plc -- --
Metal Tiger Exploration
and Mining Co. Ltd. 1,194 1,379
Metal Tiger IHQ Co. Ltd. 1,594 1,018
Metal Group Co. Ltd. 325 311
Metal Tiger Resources
Co. Ltd. 36 35
Metal Tiger Australia
Pty Limited -- --
3,149 2,743
The Company was charged GBP5,000 (2018: GBPnil) during the year
by Metal Tiger IHQ Co. Ltd. in respect of office and administration
costs relating to Group services.
No amounts were due by the Company to its subsidiary companies.
Amounts due from subsidiary companies included within current
assets and current liabilities represent amounts advanced for
operational activities and repayable on demand and interest free or
for management fees and interest thereon and are repayable on
normal commercial terms.
PARENT COMPANY TRANSACTIONS WITH ASSOCIATES AND JOINT
VENTURES
Details of transactions with associates and joint ventures are
given in notes 15 and 16 respectively.
2019 2018
Company and Group GBP'000 GBP'000
Amounts due by the Company and Group at 31 December:
Kalahari Metals Limited (148) (148)
The amount outstanding represented uncalled amounts relating to
the investment made during the year which has been called and paid
since the year end.
29 POST YEAR EVENTS
SHARE REPURCHASES
Since the year end the Company has acquired a further 31,379,310
ordinary shares under the terms of the authority further described
in note 25 at a total cost of GBP423,000. Following the
cancellation of the shares acquired during the year and the further
acquisitions described in this paragraph, the Company had
1,522,076,607 ordinary shares in issue.
KALAHARI METALS LIMITED
On 14 February 2020, the Company announced a further
US$1.5million investment into KML. Following the investment, the
Company is interested in approximately 62.2% of KML.
Notwithstanding Metal Tiger's increased majority shareholding in
KML, KML does not fall to be treated as a subsidiary of Metal Tiger
as an agreement between the shareholders of KML precludes Metal
Tiger from exercising control.
As part of this investment, the Company has been conditionally
granted a 2% net smelter royalty over all KML's wholly owned
licences. The royalties will fall away should Metal Tiger invest a
further amount at a lower valuation than the investment, subject to
a cap of US$500,000. In other words, any further investment by
Metal Tiger up to US$500,000 must be at the same valuation as the
investment if the royalties are to be maintained.
BOH YAI JOINT VENTURE AGREEMENT
On 12 March 2020, the Company announced the termination of the
acquisition and joint venture agreement in respect of the Boh Yai
lead-zinc-silver mine in Thailand. The Company was unable to reach
terms with its prospective joint venture partner to accept a deal
without an upfront payment. In light of this, as well as the
prevailing macro-economic environment, the risk-reward ratio was
not acceptable to the Board given a number of factors, including
future allocation of funds to support existing investments,
potential future investments and the desire to maintain a strong
liquidity profile without the potential need to seek equity
financing. At 31 December 2019, GBP731,000 had been invested in the
project and a write-off of this investment will be reflected in the
financial statements for the year ending 31 December 2020.
.
METAL TIGER PLC
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt about the contents of this document or
the action you should take, you should immediately seek your own
independent financial advice from your stockbroker, solicitor or
other independent financial adviser duly authorised under the
Financial Services and Markets Act 2000.
If you have sold or transferred all your shares in the capital
of Metal Tiger plc (the "Company"), you should forward this
document, immediately to the stockbroker, bank or other agent
through whom the sale or transfer was effected for the delivery to
the purchaser or transferee.
The distribution of this document in jurisdictions other than
the UK may be restricted by law and therefore persons into whose
possession this document comes should inform themselves about and
observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This document does not constitute an offer to issue or sell or a
solicitation of any offer to subscribe for or buy shares in the
capital of the Company.
METAL TIGER PLC
(incorporated and registered in England and Wales under number
04196004)
Notice of an Annual General Meeting
Notice of an Annual General Meeting of the Company to be held at
10:00am on 30 June 2020 at Higher Shalford Farm, Shalford Lane,
Charlton Musgrove, Wincanton, Somerset BA9 8HF is set out at the
end of this document.
A summary of the action to be taken by shareholders is set out
in the letter from the Chairman which follows and in the Notice of
Annual General Meeting.
Following the restrictions placed on public gatherings under the Coronavirus
Act 2020 by the Government of the United Kingdom, the Directors of the Company
strongly urge all shareholders not to attend the meeting in person but to vote
by proxy, submitting such votes by no later than 10:00am on 26 June 2020. The
Company reserves the right to seek to adjourn the meeting or to refuse
admission to the meeting to shareholders should it appear that the meeting
would breach those restrictions.
LETTER FROM THE CHAIRMAN
METAL TIGER PLC
(Incorporated and registered in England & Wales with
registered number 04196004)
Directors: Registered Office:
Charles Patrick Stewart Hall (Chairman, Non-Executive 107 Cheapside
Director) David Michael McNeilly (Chief Executive Officer, London
Executive Director) Mark Roderick Potter (Chief Investment EC2V 6DN
Officer, Executive Director) Neville Keith Bergin UK
(Non-Executive Director)
To the shareholders and, for information only, to the holders of warrants and
options
29 May 2020
Dear Shareholder
Notice of Annual General Meeting
Introduction
I am writing to invite you to an Annual General Meeting of the
Company to be held at 10:00am on 30 June 2020 at Higher Shalford
Farm, Shalford Lane, Charlton Musgrove, Wincanton, Somerset BA9
8HF. The notice of the Annual General Meeting (the "AGM") is set
out at the end of this document.
Following the restrictions placed on public gatherings by the
Government of the United Kingdom under the Coronavirus Act 2020,
the Directors strongly urge all shareholders not to attend the
meeting in person but to vote by proxy, submitting such votes by no
later than 10:00am on 26 June 2020.
The Company reserves the right to seek to adjourn the meeting or
to refuse admission to the meeting to shareholders should it appear
that the meeting would breach those restrictions.
Share Consolidation
Resolution 4 pertains to a proposed 1 for 10 consolidation in
the ordinary shares of the Company (the "Share Consolidation"). The
number of shares the Company currently has in issue is considerably
higher than that of the majority of companies on AIM with a similar
market capitalisation and the Board believes that this, which
results in a share price quoted in single pence, affects investor
perception and share price volatility. Accordingly, the primary
objective of the proposed share consolidation is to reduce the
number of ordinary shares to a level which is more in line with
other comparable AIM-traded companies and thereby creating a higher
share price per ordinary share. The Board believes that the Share
Consolidation will improve the marketability of the Company's
ordinary shares by way of a higher share price and hopes that, by
narrowing the spread of its bid offer price, it will reduce the
volatility in the Company's share price.
The existing ordinary share capital comprises 1,522,076,607
ordinary shares of 0.01 pence each ("Existing Ordinary Shares"). In
order to ensure that a whole number of New Ordinary Shares is
created, it is proposed that the Company issues 3 new ordinary
shares, which will thereby result in the total number of Existing
Ordinary Shares being exactly divisible in accordance with the
consolidation ratio. The Share Consolidation will result in an
issued ordinary share capital of 152,207,661 ordinary shares of 0.1
pence each ("New Ordinary Shares"). Shareholders will own the same
proportion of ordinary shares in the Company as they did previously
(subject to fractional entitlements) but will hold fewer New
Ordinary Shares, by a factor of 10, than the number of Existing
Ordinary Shares currently held. The rights attached to each New
Ordinary Share will be the same as the rights attached to the
Existing Ordinary Shares.
No shareholder will be entitled to a fraction of a New Ordinary
Share and where, as a result of the Share Consolidation, any
shareholder would otherwise be entitled to a fraction only of a New
Ordinary Share in respect of their holding of Existing Ordinary
Shares on the date of the General Meeting (a "Fractional
Shareholder"), such fractions will, in so far as possible, be
aggregated with the fractions of New Ordinary Shares to which other
Fractional Shareholders of the Company would be entitled so as to
form full New Ordinary Shares ("Fractional Entitlement Shares").
These Fractional Entitlement Shares will be aggregated and either
sold in the market and the net proceeds retained for the benefit of
the Company or held in treasury at the Company's sole discretion.
Accordingly, no fractional payments of New Ordinary Shares will be
paid to Shareholders.
The provisions set out above mean that any shareholder that will
not, as a result of the Share Consolidation, have a resultant
proportionate shareholding of New Ordinary Shares exactly equal to
their holding of Existing Ordinary Shares and any shareholder with
only a fractional entitlement to a New Ordinary Share (i.e. those
shareholders holding a total of fewer than 10 Existing Ordinary
Shares at the record date) will cease to be a shareholder of the
Company.
The Company will issue new share certificates to those
shareholders holding shares in certificated form to take account of
the Share Consolidation. Following the issue of new share
certificates, expected to be posted by Link Asset Services to
certificated shareholders in their new form by 15 July 2020, share
certificates in respect of Existing Ordinary Shares will cease to
be valid. For Shareholders who hold their shares in uncertificated
form, it is expected that New Ordinary Shares will be credited to
shareholders' CREST accounts at 8:00am on 1 July 2020. The ISIN for
the New Ordinary Shares will be GB00BMQC0691.
Expected Timetable of Principal Events
The following is the expected timetable of principal events in
relation to the Share Consolidation:
Announcement of the Share Consolidation 29 May 2020
Publication of this document and form of proxy 29 May 2020
Latest time and date for receipt of forms of 10:00am on 26 June 2020
proxy for use at the AGM
AGM 10:00am on 30 June 2020
Share Consolidation record date 5:00pm on 30 June 2020
Admission of New Ordinary Shares to trading on 8:00am on 1 July 2020
AIM and crediting of CREST accounts with New
Ordinary Shares
Definitive share certificates (where By no later than 15 July 2020
applicable) expected to be despatched
Notes:
1. References to time are to London time unless otherwise stated. Each of
the dates in the above timetable is subject to change at the absolute
discretion of the Company and its nominated adviser, Strand Hanson
Limited, without further notice.
2. If any of the details contained in this timetable should change, the
revised times and/or dates will be notified by means of an announcement
via a regulatory information service.
3. Certain of the events in this timetable are conditional upon, inter alia,
the approval of the Resolutions to be proposed at the General Meeting.
Share Consolidation Statistics
Number of Existing Ordinary Shares in issue 1,522,076,607
Share Consolidation Ratio 10:1
Number of New Ordinary Shares in issue following the Share
Consolidation 152,207,661
ISIN of the Existing Ordinary Shares GB0030493232
ISIN of the New Ordinary Shares GB00BMQC0691
SEDOL of the Existing Ordinary Shares 3049323
SEDOL of the New Ordinary Shares BMQC069
Resolutions at the Annual General Meeting
Resolution 1 -- Receiving and Considering the Accounts
This is a resolution to receive and consider the financial
statements of the Company for the year ended 31 December 2019
together with the report of the directors and the report of the
auditor thereon.
Resolution 2 -- Re-appointment of Auditor
This resolution seeks to authorise the re-appointment of Crowe
U.K. LLP as auditor of the Company and to authorise the Directors
to determine their remuneration.
Resolution 3 -- Election of Director
The Board of Directors of the Company (the "Board") recommends
the election of David Michael McNeilly who, being eligible, offers
himself for re-election.
Resolution 4 -- Share Consolidation
This resolution proposes a 1 for 10 consolidation in the
ordinary shares of the Company where each shareholder will receive
1 new ordinary share for 10 ordinary shares currently held.
Resolution 5 -- Directors' Authority to Allot Shares
This is a resolution to grant the Directors authority to allot
and issue shares and grant rights to subscribe for shares in the
Company for the purposes of section 551 of the Companies Act 2006
(the "Act") up to the maximum aggregate nominal amount of
GBP300,000. This resolution replaces any existing authorities to
issue shares in the Company and the authority under this resolution
will expire at the conclusion of the next annual general meeting of
the Company.
Resolution 6 -- Disapplication of Pre-emption Rights
This resolution proposes to dis-apply the statutory rights of
pre-emption in respect of the allotment of equity securities for
cash under section 561(1) of the Act. This is a special resolution
authorising the Directors to issue equity securities as continuing
authority up to an aggregate nominal amount of GBP300,000 for cash
on a non pre-emptive basis pursuant to the authority conferred by
Resolution 5 above.
The authority granted by this resolution will expire at the
conclusion of the next annual general meeting of the Company.
Resolution 7 -- Authority for the Market Purchase of Ordinary
Shares
This resolution is to allow the Company to continue to make
market purchases of its own ordinary shares, The maximum number of
ordinary shares which may be purchased under the share buy-back
mandate is 152,207,660 (or, consequent on the approval of
Resolution 4, 15,220,766 ordinary shares) representing
approximately 10 per cent of the issued ordinary share capital of
the Company as at the date of this document. The minimum price that
could be paid for an ordinary share would be 0.01p (or consequent
on the approval of Resolution4, 0.1p) and the maximum price would
be equal to 105 per cent of the average of the middle market
quotations for an ordinary share.
The authority granted by this resolution will expire at the
conclusion of the next annual general meeting of the Company.
Action to be taken by Shareholders
You are asked to register your proxy vote as soon as possible,
but in any event, by no later than 10:00am on 26 June 2020 by
logging on to www.signalshares.com and following the instructions.
Alternatively, you may obtain a hard copy form of proxy directly
from our registrars Link Asset Services if required, see notes in
the Notice of Annual General Meeting.
Recommendation
The Directors unanimously believe that the resolutions are in
the best interests of the Company and its shareholders and
unanimously recommend you to vote in favour of the resolutions as
they intend to do, with each Director abstaining in respect of his
election, in respect of their own beneficial holdings which in
aggregate amount to 54,194,699 ordinary shares, representing
approximately 3.56 per cent of the Company's current issued
ordinary share capital of 1,522,076,607 shares as at 29 May
2020.
Yours faithfully
Charles Hall
Chairman
METAL TIGER PLC
(Registered in England No. 04196004)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that an Annual General Meeting of Metal
Tiger plc (the "Company") will be held at 10:00am on 30 June 2020
at Higher Shalford Farm, Shalford Lane, Charlton Musgrove,
Wincanton, Somerset BA9 8HF for the purpose of considering and if
thought fit passing the following resolutions, of which Resolutions
1 to 5 will be proposed as ordinary resolutions and Resolutions 6
and 7 as special resolutions:
ORDINARY RESOLUTIONS
Resolution 1 To receive and adopt the financial statements for
the year ended 31 December 2019 together with the report of the
Directors and the report of the auditor thereon.
Resolution 2 To re-appoint Crowe U.K. LLP as auditor to hold
office from the conclusion of this meeting until the conclusion of
the next annual general meeting of the Company and to authorise the
Directors of the Company (the "Directors")to determine their
remuneration.
Resolution 3 To re-elect David Michael McNeilly, who is retiring
by rotation in accordance with the Company's articles of
association, as a Director of the Company.
Resolution 4 That, in accordance with section 618 of the
Companies Act 2006 (the "Act"), every 10 ordinary shares of 0.01
pence each in the capital of the Company in issue at 5:00pm on 30
June 2020 be consolidated into one ordinary share of 0.1 pence each
("Consolidated Share"), such Consolidated Shares having the same
rights and being subject to the same restrictions (save as to
nominal value) as the existing ordinary shares of 0.01 pence each
in the capital of the Company as set out in the Company's articles
of association for the time being (the "Articles"), provided that,
where such consolidation results in any shareholder being entitled
to a fraction of a Consolidated Share, such fraction shall be dealt
with by the Directors as they see fit under the powers conferred
upon them by Article 56 of the Articles; and
that in Resolution 7 below the figure of 152,207,660 be
substituted by the figure of 15,220,766 and that the amount of
0.01p be substituted by the amount of 0.1p on each occasion where
it so occurs.
Resolution 5 That, pursuant to section 551 of the Act the
Directors be and are hereby generally and unconditionally
authorised to exercise all powers of the Company to allot equity
securities (as defined by section 560 of the Act) up to the maximum
aggregate nominal amount of GBP300,000 PROVIDED that the authority
granted under this resolution shall lapse at the end of the next
annual general meeting of the Company to be held after the date of
the passing of this resolution save that the Company shall be
entitled to make offers or agreements before the expiry of this
authority which would or might require shares to be allotted or
equity securities to be granted after such expiry and the Directors
shall be entitled to allot shares and grant equity securities
pursuant to such offers or agreements as if this authority had not
expired, and all unexercised authorities previously granted to the
Directors to allot shares and grant equity securities be and are
hereby revoked.
SPECIAL RESOLUTIONS
Resolution 6 That, subject to the passing of Resolution 5 above,
and in accordance with section 570 of the Act, the Directors be
generally empowered to allot equity securities (as defined in
section 560 of the Act) pursuant to the authority conferred by
Resolution 5 or by way of a sale of treasury shares, as if section
561(1) of the Act did not apply to any such allotment, provided
that this power shall be limited to the allotment of equity
securities:
a. in connection with an offer of equity securities to the
holders of ordinary shares in the issued share capital of the
Company in proportion (as nearly as may be practicable) to their
respective holdings; and to holders of other equity securities as
required by the rights of those securities or as the Directors
otherwise consider necessary, but subject to such exclusions or
arrangements as the Directors may deem necessary or expedient in
relation to the treasury shares, fractional entitlements, record
dates, arising out of any legal or practical problems under the
laws of any overseas territory or the requirements of any
regulatory body or stock exchange; and
b. (otherwise than pursuant to sub paragraph (a) above) up to an
aggregate nominal amount of GBP300,000 in addition to existing
authorities;
and provided that this power shall expire on the conclusion of
the next annual general meeting (unless renewed, varied or revoked
by the Company prior to or on that date) save that the Company may,
before such expiry, make offers or agreements which would or might
require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of any such
offers or agreements notwithstanding that the power conferred by
this resolution has expired.
Resolution 7 That the Company be and is hereby generally and
unconditionally authorised pursuant to section 701 of the Act to
make market purchases (within the meaning of section 693(4) of the
Act) of ordinary shares of 0.01p each in the capital of the Company
on such terms as the directors of the Company think fit provided
that:
1. the maximum number of ordinary shares hereby authorised to be purchased
is 152,207,660;
2. the minimum price, exclusive of any expenses, which may be paid for an
ordinary share is 0.01p;
3. the maximum price, exclusive of any expenses, which may be paid for each
ordinary share is an amount equal to the higher of: (i) 105 per cent. of
the average of the middle market quotations for an ordinary share, as
derived from the AIM Appendix to the London Stock Exchange Daily Official
List, for the five business days immediately preceding the day on which
the ordinary share is purchased; and (ii) the amount equal to the higher
of the price of the last independent trade of an ordinary share and the
highest current independent bid for an ordinary share on the trading
venue where the purchase is carried out; and
4. the authority hereby conferred shall, unless previously revoked or varied,
expire on 31 December 2021 or, if earlier, the conclusion of the next
annual general meeting of the Company (except in relation to the purchase
of ordinary shares the contract for which was concluded before the expiry
of this authority and which will or may be executed wholly or partly
after such expiry).
BY ORDER OF THE BOARD
Malcolm Bacchus
Company Secretary
29 May 2020
Registered office:
107 Cheapside
London
EC2V 6DN
Notes:
Appointment of proxies
1. A member entitled to attend and vote at the meeting may
appoint one or more proxies to exercise all or any of the member's
rights to attend, speak and vote at the meeting. A proxy need not
be a member of the Company but must attend the meeting for the
member's vote to be counted. If a member appoints more than one
proxy to attend the meeting, each proxy must be appointed to
exercise the rights attached to a different share or shares held by
the member. If a member wishes to appoint more than one proxy they
may do so at www.signalshares.com.
2. To be effective, the proxy vote must be submitted at
www.signalshares.com so as to have been received by the Company's
Registrar not less than 48 hours (excluding weekends and public
holidays) before the time appointed for the meeting or any
adjournment of it. By registering on the Signal shares portal at
www.signalshares.com, you can manage your shareholding,
including:
- cast your vote;
- change your dividend payment instruction;
- update your address;
- select your communication preference.
Any power of attorney or other authority under which the proxy
is submitted must be returned to the Company's Registrars, Link
Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF.
If a paper form of proxy is requested from the registrar, it should
be completed and returned to Link Asset Services, PXS1, 34
Beckenham Road, Beckenham, Kent,BR3 4ZF to be received not less
than 48 hours before the time of the meeting.
3. Pursuant to Regulation 41(1) of the Uncertificated Securities
Regulations 2001 (as amended), the Company has specified that only
those members registered on the register of members of the Company
at close of business on 26 June 2019 (the Specified Time) (or, if
the meeting is adjourned to a time more than 48 hours after the
Specified Time, by close of business on the day which is two days
prior to the time of the adjourned meeting) shall be entitled to
attend and vote at the meeting in respect of the number of shares
registered in their name at that time. If the meeting is adjourned
to a time not more than 48 hours after the Specified Time, that
time will also apply for the purpose of determining the entitlement
of members to attend and vote (and for the purposes of determining
the number of votes they may cast) at the adjourned meeting.
Changes to the register of members after the relevant deadline
shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
4. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
meeting and any adjournment(s) thereof by using the procedures
described in the CREST Manual. CREST personal members or other
CREST sponsored members, and those CREST members who have appointed
a voting service provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to take the
appropriate action on their behalf.
5. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message (a
CREST Proxy Instruction) must be properly authenticated in
accordance with Euroclear UK & Ireland Limiteds specifications
and must contain the information required for such instruction, as
described in the CREST Manual (available via
www.euroclear.com/CREST). The message, regardless of whether it
constitutes the appointment of a proxy, or is an amendment to the
instruction given to a previously appointed proxy must, in order to
be valid, be transmitted so as to be received by the Company's
Registrar (ID: RA10) by the latest time(s) for receipt of proxy
appointments specified in Note 3 above. For this purpose, the time
of receipt will be taken to be the time (as determined by the time
stamp applied to the message by the CREST Application Host) from
which the issuer's agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time, any
change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
6. CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings
(www.euroclear.com/CREST).
7. The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001 (as amended).
8. Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to
the same shares.
9. Any electronic address provided either in this Notice or in
any related documents (including the Form of Proxy) may not be used
to communicate with the Company for any purposes other than those
expressly stated.
10. If you need help with voting on-line, or require a paper
proxy form, please contact the Company's Registrar, Link Asset
Services, by email at enquiries@linkgroup.co.uk or you may call
Link on 0371 664 0300. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Link Asset
Service's offices are open between 09:00 - 17:30, Monday to Friday
excluding public holidays in England and Wales.. Submission of a
Proxy vote shall not preclude a member from attending and voting in
person at the meeting in respect of which the proxy is appointed or
at any adjournment thereof.
Total Voting Rights
11. As at 29 May 2020, being the last practicable date before
dispatch of this notice, the Company's issued share capital
comprised 1,522,076,607 Ordinary Shares of GBP0.0001 each. Each
ordinary share carries the right to one vote at an annual general
meeting of the Company and, therefore, the total number of voting
rights in the Company as at 29 May 2020 is 1,522,076,607.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20200529005250/en/
CONTACT:
Metal Tiger plc
SOURCE: Metal Tiger plc
Copyright Business Wire 2020
(END) Dow Jones Newswires
May 29, 2020 06:42 ET (10:42 GMT)
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