1
CONTENTS
COMPANY
INFORMATION
1 COMPANY INFORMATION
DIRECTORS :
2 STRATEGY AND PERFORMANCE
2 Chairman’s Statement
4
Chief Executive
Officer’s Commentary
6 Strategic Report
34 GOVERNANCE
34 Chairman’s Corporate
Governance Statement
36 Board of Directors and
Committees of the Board
40 Compliance with the QCA
Code of Practice
42 Report of the Directors
46 INDEPENDENT AUDITOR’S REPORT
52 FINANCIAL STATEMENTS
52 Consolidated Statement of
Comprehensive Income
53 Consolidated and Company
Statements of Financial Position
54 Consolidated and Company
Statements of Cash Flows
55 Consolidated Statement of
Changes in Equity
56 Company Statement of
Changes in Equity
57 Notes to the Financial Statements
88 NOTICE OF ANNUAL GENERAL MEETING
Charles Patrick Stewart Hall
(Non-Executive Chairman)
David Michael McNeilly
(Chief Executive Officer)
Mark Roderick Potter
(Chief Investment Officer)
Neville Keith Bergin
David Alan Wargo
(Non-Executive Director)
(Non-Executive Director)
SECRETARY AND
CHIEF FINANCIAL OFFICER :
Adrian Lee Bock CA (SA), ACA
REGISTERED OFFICE :
Weston Farm House,
Weston Down Lane,
Weston Colley,
Hampshire SO21 3AG
COMPANY
REGISTRATION NUMBER :
04196004
REGISTRAR AND
TRANSFER OFFICE :
Link Group
10th Floor, 29 Wellington Street,
Leeds LS1 4DL
BANKERS :
SOLICITORS :
NatWest Bank plc
180 Brompton Road,
London SW3 1HL
Faegre Drinker Biddle & Reath LLP
7 Pilgrim Street,
London EC4V 6LB
Clayton Utz
Level 15, 1 Bligh Street, Sydney,
NSW 2000, Australia
DFDL Mekong (Thailand) LLP
No 3 Rajanakarn Building,
South Sathorn Road,
Yannawa Sub-District,
Sathorn District,
Bangkok Metropolis 10120,
Thailand
AUDITOR :
NOMINATED ADVISER :
BROKERS :
Crowe U.K. LLP
55 Ludgate Hill,
London EC4M 7JW
Strand Hanson Limited
26 Mount Row,
London W1K 3SQ
Arden Partners plc
125 Old Broad Street,
London EC2N 1AR
Metal Tiger plcAnnual Report & Accounts 2020
2
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2020
The Phase 2 Reverse circulation drilling at the Perrinvale
Zinco Lago target commenced in June 2020
I am pleased to present the Group’s Annual Report
and Audited Financial Statements for the year ended
31 December 2020.
The year was undeniably turbulent and challenging to
navigate through. The sad passing of our friend and
colleague and Metal Tiger director, Terry Grammer
along with the many varied challenges caused by the
COVID-19 pandemic created a more difficult decision-
making environment. With that said, I am pleased with
the Company’s continuing focus on its key strategy
which 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’s
portfolio as a whole. We continue to believe that it is
important that executive management, and the Board
as a whole, continue to add value to investments when
the opportunity arises, but also remain well positioned to
capture future value, both in the existing portfolio and in
identifying new investments. We welcomed David Royle
in June 2020 as our Senior Technical Advisor. David
has over 46 years of international experience in over
40 countries in all aspects of mineral exploration and
project feasibility. He has held senior positions in several
companies including Newcrest Mining Ltd. In addition, he
has had regional responsibility for corporate programmes
with portfolios targeting mainly gold and copper. We
also welcomed David Wargo to the Board as a Non-
Executive Director and Adrian Bock, as Chief Financial
Officer and Company secretary in October 2020. Both
bring considerable industry experience to Metal Tiger at
this important stage of the Company’s development.
The Company was fortunate to enter 2020 with a
relatively strong and liquid balance sheet, due largely to
its performance during 2019 and in particular its ability to
access capital markets on the back of its shareholding in
Sandfire Resources Limited (“Sandfire”). There were some
sizeable acquisitions during the year which included a
total of A$4.01 million for an aggregate interest of 17.7%
in Southern Gold Limited (“Southern Gold”) (ASX: SAU), an
ASX listed resource exploration and development company
with epithermal gold exploration properties in South Korea.
Michael McNeilly, CEO of Metal Tiger was appointed to
the Board of Southern Gold as a Non-Executive Director.
Metal Tiger plcAnnual Report & Accounts 2020 3
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
Thailand joint venture where we were unable to reach a
satisfactory agreement with our joint venture partner.
A key challenge of the Company remains finding
suitable investments where it can properly implement
its strategy. We continue to seek opportunities, be that
through new or further investments or divestments of
existing investments, to create shareholder value.
COVID-19 continues to make 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 the current Government
advice and therefore as it stands 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 .
I would like to take this opportunity to thank all our
shareholders, business partners and staff for their
continued support of the Company as we look to
the development and evolution of the Group.
Charles Hall
Chairman
20 May 2021
The Company also invested £0.57 million into Trident
Royalties plc, (“Trident”) (AIM:TRR), a diversified mining
royalty business, for a 2.75% equity interest as part of its
placing and admission to AIM. The Company also invested
a further US$1.5 million into Kalahari Metals Limited (“KML”)
for a total percentage ownership of 62.2%. As part of the
investment, it also obtained a 2% net smelter royalty over
all of KML’s wholly owned licences, being seven licences
covering, in aggregate, 6,651km2. Two-year licence
renewals for 100% of the licence areas, covering both the
Kitlanya East(“Kit-E”) and Kitlanya West (“Kit-W”) projects
were granted in March 2020 and the investment enabled
drilling to commence at KML’s Kit-E project. The investment
by Cobre Limited (“Cobre”) in KML as announced during
December 2020, and which became unconditional, on
the 6 April 2021, will further enable KML to accelerate
the advancement of the project. Other investments and
holdings are more fully detailed in the Strategic Review.
From a capital structure point of view the Company
successfully concluded a 1 for 10 share consolidation,
with the resultant rebasing of the share price during June
2020. Furthermore, pursuant to the announcement on
the 21 August 2020, wherein the Company announced
its intention to pursue a secondary listing on the official
list of the Australian Stock Exchange (“ASX”), the Company
received conditional approval as announced on
29 January 2021, and expects to fulfil all material
conditions shortly after the release of this Annual Report.
The Board believes that the secondary listing will expand
the profile of the Company and its shares, create improved
price discovery in the shares, provide access to new
potential investors, and improved deal flow in Australia.
The operating profit for the year, amounting to £4,397,000
is principally due to the initial recognition of the Royalty
Receivable asset in the amount of £3,638,000 which was
enabled, inter alia, by way of the Sandfire market release
on 1 December 2020, and more specifically, the update on
the A4 Copper-Silver deposit over which the Company has
an uncapped 2% Net Smelter Royalty. The key assumptions
used in determining the initial recognition value of the
Royalty are contained in Note 19 of the Annual Financial
Statements. The initial benefits of the Boards cost cutting
efforts and closure of the London Office were reflected
in the reduction of administration expenses. Expense and
cost management continue to remain a key focus of the
Board. It is also worth highlighting that the operating profit
is stated after a one-off write down in full of £731,000 of
the Company’s investment in its Thailand Joint Venture.
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 has nearly exited all of its all legacy
positions and will be focusing on diversifying into shorter/
medium term lower risk investment opportunities to
balance risk profiles against earlier stage investments.
Metal Tiger plcAnnual Report & Accounts 2020 4
CHIEF EXECUTIVE OFFICER’S COMMENTARY
FOR THE YEAR ENDED 31 DECEMBER 2020
I am pleased to present the audited results for the year
ended 31 December 2020. 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 2020, 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. 2020 was a year of challenges, transition
and growth for Metal Tiger. Notably the Company did
not undertake an equity fundraising in the financial
period. Furthermore in 2020, the Company completed
a share buy-back (having commenced in December
2019) resulting in the cancellation of 37,095,690 shares.
With the onset of the COVID-19 pandemic, a US election
and unprecedented levels of monetary and fiscal stimulus
globally, it was a difficult year in which to make high
conviction decisions. On the commodity front, gold hit
an all-time high (unadjusted for inflation) starting the year
at around US$1,527/oz and hitting north of US$2,050/oz
and closing near to US$1,900/oz. From late February to
early April we experienced multiple global stock market
crashes, and in the middle of this unprecedented period,
an oil price war between Russia and Saudi Arabia occurred,
turning oil prices negative for the first time in history. There
were several other smaller crashes post April, as fears
over further waves of COVID-19 reignited selling. This
was marked by a significant retreat in portfolio valuations
during September in the run up to the US election as
a result of a lack of Federal Reserve stimulus outlook
and uncertainty over the outcome of the US election.
In keeping with the general instability of 2020, certain
markets including the Dow Jones Industrial Average and
the S&P500 hit all-time highs towards the end of 2020.
Tragically, in the middle of this we lost our dear friend and
esteemed colleague, Terry Grammer, a pillar of the Board.
Several of the strategic plans for 2020 were in motion
pre-COVID-19. Part of the strategy for 2020 was to diversify
in order to focus on backing several strong management
teams, commodity classes, some excellent geology and
a diverse range of jurisdictions. In-spite of a significant
increase in activity, we maintained a strong level of risk
concentration by opting to hold Sandfire shares as our
largest single position. We hold a firm level of conviction
as to the medium to long term value proposition that
Sandfire’s equity presents, and we are strong believers
in the untapped exploration and production potential of
the Kalahari Copperbelt, especially in the face of trends
such as resource nationalism, electric vehicle adoption/
original equipment manufacturer commitments, likely large
global government initiated infrastructure programmes
combined with declining copper grades globally and a
near total consensus regarding mounting near term (next
few years) substantial supply deficits. In that vein we took
steps in 2020 to deliver a commercial deal with Cobre
Limited on Kalahari Metals Limited in order to position it to
be able to drastically increase the level of exploration by
having an additional well financed funding partner all whilst
maintaining a similar economic interest. This deal has since
completed and Kalahari has commenced drilling at the
Perseverance and Endurance Projects at Kitlanya-East (near
Sandfire’s planned T3 Motheo Production hub). Additionally,
as part of this deal we ensured that the Company’s 2% net
smelter return (“NSR”) royalty over Kalahari Metal’s 100 %.
owned tenements became unconditional. As a result of
the diverse and potentially complementary nature of our
Kalahari Copperbelt investments I believe the Company
is uniquely positioned, with longer term downside risk
protection and with several potential scenarios where
exploration success could create a value chain accretive
multiplier across the basket of exposure. As such, I believe
we present a balanced way to play both the current and
future exploration and production potential of the Kalahari
Copperbelt over the short, medium and longer term
against a positive longer term price outlook for copper.
Sandfire’s Black Butte Copper Project in central Montana, USA,
is one of the highest grade copper projects in North America
Metal Tiger plcAnnual Report & Accounts 2020 5
Diamond core drilling of hole KIT-E_02,
part of KML’s Phase 1 Drilling Programme
2020 wasn’t a great year for copper, with the red metal
almost dipping below US$2/lb there were very real
concerns that Sandfire might have its operations materially
affected by COVID-19 and that commercially a decision
might have been taken to place Degrussa on care and
maintenance. Fortunately, apart from some disruptions
in Botswana, which also impacted Kalahari Metals drill
programme, these concerns turned out to be unfounded
and the copper price recovered by the end of the year
and as at publication recently hit a 10 year-high.
Part of the resolve to maintain a strong level of exposure
to Sandfire was driven by Sandfire’s discovery of the A4
mineral deposit (early in 2020) and where a maiden Mineral
Resource of 6.5Mt @ 1.5% Cu was announced in December
2020. This resource excluded several announced high-
grade copper and silver intercepts including 35.70m @ 7.1%
Cu and 116g/t Ag from 128.5m down-hole, which includes
12.40m @ 13.3% Cu and 232.8g/t Ag, from 131.6m down-
hole in hole MO-A4-138D @ 16% Cu and 222.0g/t Ag and
included a section of 0.90m intercept of 61.16% Cu from
138.70m. As at the date of publication of these accounts,
and according to Sandfire’s March 2021 Quarterly, A4
is scheduled for an updated Mineral Resource Estimate
in the June Quarter, a maiden Mineral Reserve in the
September Quarter and a Feasibility Study is targeted for
the December Quarter. As noted by Sandfire, there remains
a multitude of untested/partially tested high conviction
exploration targets near the planned T3 Motheo plant and
within licence PL190/2008 (excluding the T3 Project) and
which therefore fall under Metal Tiger’s 2% NSR royalty.
As referenced in the 2019 Annual Report, we diversified
Metal Tiger’s portfolio, developing, transitioning and
expanding the Company’s investment approach and levels
of activity. On its 2020 Originated Investment Portfolio
(excluding active investments) the Company delivered a Total
Return percentage of 51% (see page 19 for further details).
I would like to place on record my thanks to the
team members (both new and former) at Metal
Tiger, my co-Directors as well as our advisers
who have all worked incredibly hard to bring the
Company to its present strong position.
And finally, but most importantly, my thanks to the
shareholders who have continued to support the
Company. We continue to deliver on identifying high
conviction opportunities in line with our investment
approach where we believe the concentration of risk in
some of our larger investments will ultimately bear fruit
and are pleased that overall, they are relatively liquid, have
some downside protection, optionality and exposure
to potentially significant upside. We look forward to
continuing to actively assess investment opportunities as
well as to manage them in an active and diligent manner.
Michael McNeilly
Chief Executive Officer
20 May 2021
Metal Tiger plcAnnual Report & Accounts 2020
6
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
RESULTS
The results of the Group for the year ended
31 December 2020 are set out the Consolidated
Statement of Comprehensive Income and show a profit
before taxation for the year ended 31 December 2020 of
£3,787,000 (2019: £4,472,000).
The net asset value of the Group rose to £31,186,000
from £26,937,000 being 20.3p per share from
17.4p per share in 2019 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 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 includes either both
strategic investments (often Active) and those which
are part of the on-market portfolio (often Passive).
Strategic investments are those where Metal Tiger
seeks to influence positively the management of
investee companies to enhance shareholder value.
The on-market portfolio consists of investments in
listed mining equities and warrants where the Board
believes the underlying investments are attractive. The
Company seeks to make capital gains both in the
short and long term as a result of market mispricing
or an increase in underlying commodity prices.
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.
Drill core at Perrinvale successfully
intersected sulphide mineralisation
Metal Tiger plcAnnual Report & Accounts 2020
7
PROJECT INVESTMENTS
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
(“Kitlanya”) and Triprop Holdings (Pty) Limited (“Triprop”).
Accordingly, following these approvals, Kalahari Metals
Limited (“KML”) is interested in 100% of Kitlanya and 51%
of Triprop.
On 14 February 2020, Metal Tiger announced a further
investment of US$1.5 million in KML giving Metal Tiger a
62.2% interest in KML. As part of the investment, Metal
Tiger was conditionally granted a 2% net smelter royalty
over all KML’s wholly owned licences, being seven
licences covering, in aggregate, 6,651km2. The five
exploration licences owned by Triprop (in which KML has
a 51% interest) do not form part of the area covered by
the royalty.
On 9 March 2020, Metal Tiger announced that the drilling
programme at Kit-E had commenced. 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.
Exploration and in particular drilling activities were
suspended in April 2020, following the instigation of a
28-day lockdown period ordered by the Government
of Botswana. Restrictions were relaxed in mid-June and
drilling resumed in July 2020.
Location of KML projects in relation to Sandfire Resources and Cupric Canyon (Khoemacau) licence holding]
Metal Tiger plcAnnual Report & Accounts 2020 8
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
Kalahari Metals Limited (continued)
A total of 1,709m of diamond drilling was carried out in two phases due to lockdown restrictions by OreZone Drilling. Five
holes (KIT-E_01 to 05) were drilled along the northern margin of the Kit-E project using airborne electromagnetic (‘AEM’)
conductors as a guide. The drilling confirmed the presence of the D’Kar Formation, including marker dark carbonaceous
siltstones which correlate with conductors in the AEM data. Trace Cu, Pb, and Zn mineralisation has been identified on thrust/
shear planes and in underlying extensional zones associated with dilational quartz-carbonate veins (holes KIT-E_02 and
KIT-E_05). Important alteration minerals (sericite, albite and haematite) often associated with the distal portions of mineral
deposits in the Kalahari Copperbelt have been identified in proximity to several thrust zones (holes KIT-E_02 and KIT-E_05). In
addition to the recently completed holes, drill core from historical drilling was located and relogged. Of particular interest are
holes NH01D to 07D which, combined with KIT-E_05, provide a NW-SE section across the main structure of interest. These
results describe a broad anticlinorium with superimposed doubly plunging anticlines and synclines. The presence of mid to
lower D’Kar Formation stratigraphy, abundant pyrite, pyrrhotite and carbonaceous siltstones provides encouragement that the
stratigraphic position in the D’Kar Formation, host rocks and trap-sites are analogous to neighbouring T3 and A4 deposits.
Locality map illustrating the structural position of the Kit-E North (now Endurance Target) and South Targets
(now Perseverance Target) relative to neighbouring Sandfire Resources T3 and A4 deposits.
The overall thrust framework is
defined by an intricate system.
The pattern shown here is
simple and for illustrative
purposes only. It is likely that
the framework is less simple. It
likely includes local elements,
plus more complex tip-line and
near tip-line splay patterns. The
principal limitation in the section’s
construction is the abscence of
high resolution stratigraphy.
Metal Tiger plcAnnual Report & Accounts 2020 9
Structural interpretation of geophysics survey data plays a key role in exploration on the Kalahari Copper Belt.
Showing the location of KML’s North Target (now Endurance Target) Phase 1 Drill holes and historical drilling.
KML Phase 1 North Target (now Endurance Target) Drill Hole Details
Drill Hole No
UTM_E
UTM_N
RL (m)
EOH (m)
Azimuth
KIT-E_01
642368
7638590
KIT-E_02
642368
7638590
KIT-E_03
638083
7636653
KIT-E_04
638083
7636653
KIT-E_05
626982
7629850
1108
1108
1120
1120
1125
87.15
356.90
39.12
567.38
681.17
315
135
315
135
135
Dip
-70
-65
-65
-65
-75
Status
Completed
Completed
Completed
Completed
Completed
A total of 1,101 additional soil geochemical samples were collected over the North Target (now Endurance Target) providing
infill to an earlier phase of regional soil sample traverses. Significant Cu and Zn anomalies were identified often corresponding
with interpreted shears and thrusts likely related to leakage from underlying mineralisation. In addition, reprocessing and
remodelling of previously flown airborne electromagnetics geophysical data provided significant additional information on
imbricate fold geometry which has been correlated with the stratigraphic drill results to prioritise local fold structures in the
correct stratigraphy for follow-up drilling. Results from the recent phase of exploration support the potential for shallow Cu-Ag
mineralisation in a similar setting to the neighbouring Sandfire Resources A4 deposit.
Metal Tiger plcAnnual Report & Accounts 2020 10
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
Kalahari Metals Limited (continued)
Soil sampling results over North Target (now Endurance Target) highlighting the extensive Cu anomaly
Geologists logging drill core
at KML’s Kitlanya East project
Metal Tiger plcAnnual Report & Accounts 2020 11
Reprocessing of AEM data has provided an important means for targeting local anticlinal
fold structures which may represent trap-sites for Cu-Ag mineralisation.
On 24 August 2020, KML and its shareholders (including the Company) entered into a binding heads of agreement with
Cobre, pursuant to which Cobre agreed to acquire 51% of the company (the “KML Transaction”) in exchange for 21,444,582
new ordinary shares in Cobre subject to certain conditions precedent. On 15 December 2020, the Company announced that
post completion of due diligence by Cobre it had entered into a conditional Share Purchase Agreement in respect of KML
Transaction, which became unconditional on the 6 April 2021 and the transaction concluded on 9 April 2021. Further details
of the transaction can be found in the post-balance sheet events section on page 43 of this report.
In the last Quarter of 2020, KML commissioned a high resolution AEM and magnetic geophysics survey over the South Target
(now Perseverance Target) along with further soil sampling. These results identified a late-time conductor associated with the
central part of the target potentially related to lower D’Kar Formation stratigraphy. Further processing of the AEM data along
with detailed magnetic data, highlights local folding and faulting in the hinge zone of the target offering potential pathways
and trap-sites for mineralisation. Soil sampling delineated a broad zone of elevated Cu-Zn-Pb in the central core of the target
providing further support for underlying Cu-Ag mineralisation.
Metal Tiger plcAnnual Report & Accounts 2020 12
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
Kalahari Metals Limited (continued)
South Target (now
Perseverance
Target) late-
time AEM db/
dt Z-component
image illustrating
the main
conductors
of interest.
South Target (now
Perseverance
Target) soil
sample results
overlain on
magnetic
and AEM
interpretation.
Metal Tiger plcAnnual Report & Accounts 2020 13
Environmental permitting
An Environmental Management Plan (“EMP”) was submitted to the Botswana Department of Environmental Affairs (“DEA”)
in 2018 and 2019 for each of the project areas. EMPs have been granted for all the KML projects allowing for drill testing
of targets. KML contracts Loci Environmental Ltd to provide ongoing services including drill site inspections to ensure the
company EMP’s are maintained in good standing.
Licence summary
Holder
Project
KML
Earn-in
KML
OCP
100%
Licence ID
Valid for
Valid from
Valid to
Duration
(years)
Licence Area
(km2)
Status
PL148/2017
PL149/2017
Prospect
Metals
01-Jul-20
30-Jun-22
01-Jul-20
30-Jun-22
NCP
51%
PL035/2012
PL036/2012
PL041/2012
OCP
51%
PL042/2012
Base Metal,
Precious
Metals &
PGMs
01-Oct-20
30-Sep-22
01-Oct-20
30-Sep-22
01-Oct-20
30-Sep-22
01-Oct-20
30-Sep-22
PL043/2012
01-Oct-20
30-Sep-22
PL070/2017
01-Apr-20
31-Mar-22
KIT-E
100%
PL071/2017
KIT-W
100%
PL072/2017
PL342/2016
PL343/2016
Base Metal,
Precious
Metals &
PGMs
01-Apr-20
31-Mar-22
01-Apr-20
31-Mar-22
01-Jan-20
31-Dec-21
01-Jan-20
31-Dec-21
Sub-total
Triprop
Sub-total
Kitlanya
Sub-total
Total Area
Renewals
submitted
Renewals
submitted
Renewals
granted1
2
2
2
2
2
2
2
2
2
2
2
2
998
998
1,996
622.72
95.57
58.8
466.6
197.7
1,441
994
914
845
942
956
4,651
8,092
THAILAND
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. £731,000 had been invested in the project, and as anticipated in our results for the
year ended 31 December 2019, this investment has now been written off during the financial year ended 31 December 2020.
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.
Metal Tiger plcAnnual Report & Accounts 2020 14
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
EQUITY INVESTMENTS
A selection of key Sandfire developments in 2020 include:
The Equity Investments segment 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. To differentiate between the
Board’s view of the Company’s strategy we categorise
certain investments as either Active or Passive.
Active investments are typically larger investments where
Metal Tiger seeks to positively influence the management
of investee companies by providing oversight and guidance
at Board level to enhance shareholder value and minimize
downside risk. Usually, Metal Tiger takes a greater than
10% and either takes a Board seat as part of the investment
and/or obtains formal Board representation rights as long
as it maintains a certain percentage holding. It should be
noted that in the case of Trident Royalties plc and Artemis
Resources Limited, Mark Potter, was not appointed to these
roles as a result of Metal Tiger’s investment or through
any rights conferred by investment and as a result of this
and the size of Metal Tiger’s percentage holding these
are therefore not categorised as active investments.
Metal Tiger’s Passive investments are typically direct
purchases of listed mining equities and warrants but
may include other investment structures. The aim is
to make capital gains in the short to medium term.
Investments are considered individually based on a variety
of criteria. Investments are typically stock exchange
traded on the TSX, ASX, AIM or LSE but can be private
with a view to obtaining an eventual liquidity event.
Key events during 2020
During the period 1 January to 31 December 2020, net
assets in the Equity Investments segment increased to
£29,343,000 from £22,149,000 and reported a profit of
£4,449,000 before finance and administrative costs. This was
primarily driven by the increase in value of the Company’s
recent investments in Cobre Limited and Southern Gold
Limited together with the dividend of £648,000 from its
holding in Sandfire, which is also included in the above
profit for the segment. The segment made an aggregate of
19 separate investments in 2020 and fully or partially exited
from 15 of those positions. It should be noted that in some
positions Metal Tiger exited and re-entered positions.
The Company’s largest equity investment as at 31 December
2020 was a 3.5% equity interest (6,296,990 ordinary shares)
in Sandfire, valued at £18,993,000. Sandfire is a mid-tier
Australian mining and exploration company listed on the
Australian Securities Exchange (“ASX”) 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 also has development and exploration
projects in North America and Botswana.
•
•
•
•
Sandfire achieved record copper production of 72,238t
Cu and 42,263 oz Au (combined total from its Western
Australia DeGrussa and Monty mines) whilst reducing
the C1 cash operating costs for FY2020 to US$0.72 per
pound of payable copper (FY19: C1 US$0.83).
Sandfire Board approved a 3.2Mtpa operation at the
T3 Motheo project, with development to start in Q1
2021. The development is targeting a 12.5-year mine
life at circa 30ktpa Cu and 1.2Moz/pa Ag. At 3.2Mtpa
the estimated life-of-mine revenue of US$2.45 billion
(A$3.5 billion) and EBITDA of US$987 million (A$1,410
million) using a forecast long-term copper price of
US$3.16/lb. At this copper price the post-tax NPV7%
of US$206 million and an IRR of 21%. The project
has a post-tax free cash-flow of US$440 million,
inclusive of development capital and a payback of 3.8
years from production start. Development capital of
US$259 million for mining pre-strip, process plant and
infrastructure. The project has all-in sustaining costs of
US$1.76/lb for the first 10 years of operations.
Sandfire noted that a 5.2Mtpa Motheo Copper-Silver
Production hub concept was emerging in light of the
discovery of the A4 deposit (circa 8km away from T3)
which had a maiden JORC compliant Inferred Mineral
Resource estimate of 6.5Mt @ 1.5% Cu and 24g/t Ag
for circa 100kt of contained copper and 4.9Moz of
contained silver (using a 0.5% Cu cut-off) (the “Maiden
Mineral Resource”). In fact, it was noted in Sandfire’s
press release that they envisage that A4 has the potential
to underpin its near-term expansion opportunity to
5.2Mtpa, with further upside from other near-mine
exploration targets. An additional (on top of the US$259
million) US$20 million was approved to support rapid
future expansion of the T3 Motheo plant to 5.2Mtpa.
Sandfire noted in December 2020 that the second
phase of drilling at the A4 deposit was well advanced
with six diamond core rigs conducting in-fill and
extensional drilling on a 25m x 25m drilling pattern with
the objective to elevate the Maiden Mineral Resource
to an indicated mineral resource category and test
for potential extensions to the deposit. Three holes
with ultra-high-grade intersections were released
by Sandfire which were not included in the maiden
mineral resource. These holes were:
o Hole MO-A4-122D, which intersected two zones
of strong vein-hosted bornite and chalcocite
mineralisation: Upper Zone: 33.0m @ 4.6% Cu
and 74.3 g/t Ag from 109m down-hole, including:
22.0m @ 6.0% Cu and 98.2 g/t Ag from 120m
down-hole; and 9.5m @ 11.7% Cu and 188g/t Ag
from 130.5m down-hole; and Lower Zone: 13.5m
@ 10.2% Cu and 142.6g/t Ag from 169.0m down-
hole, including 7.15m @ 16.0% Cu, 222.0g/t Ag and
2.9% Mo from 175.0m down-hole.
Metal Tiger plcAnnual Report & Accounts 2020 15
o Hole MO-A4-138D, (located 50m east along
strike from MO-A4-122D) intersected strong
bornite and chalcocite mineralisation. Assays
received to date include the following intercepts:
35.70m @ 7.1% Cu and 116g/t Ag from 128.5m
down-hole, including: 12.40m @ 13.3% Cu and
232.8g/t Ag, from 131.6m down-hole.
o MO-A4-134D, (located 100m east along strike
from MO-A4-122D) also intersected strong bornite
and chalcocite mineralisation, as follows: 6.48m @
5.8% Cu and 80.9g/t Ag from 135.52m down-hole.
• Sandfire noted that early work programmes were
underway at the A4 deposit which included metallurgical
test work, drilling for geotechnical and geo-hydrological
purposes, mining studies, environmental studies,
regulatory approvals and infrastructure studies aimed
at fast-tracking the evaluation of the A4 deposit and
potentially integrating it with the development plans at T3.
• Sandfire Resources America Inc. which owns 100% of
the Black Butte Copper project and is circa 88% owned
by Sandfire (via Sandfire BC Holdings Inc) raised circa
C$30.0 million with a contribution of C$25,630,415 by
Sandfire BC Holdings Inc). Sandfire Resources America
completed its Black Butte Copper project feasibility study
and released an updated Mineral Resource Estimate for
the Lowry Deposit, which is 3km south-east of Johnny
Lee. The Black Butte Copper Project is located in south-
central Montana in Meagher County, 27km north of
White Sulphur Springs and consists of 3,223 hectares of
fee simple lands under mineral lease by the company
and 525 mining claims on U.S. Forest Service Lands
(USFS), leased by the company totalling 4,037 hectares.
• The feasibility study highlighted a maiden Mineral
Reserve of 8.8Mt @ 2.6% Cu for 226,100 tonnes of
contained copper defined for the Johnny Lee Upper
and Lower Copper Zones. The Johnny Lee Deposit
underpins an 8-year mine life and is designed to be
mined at 1.2Mtpa with average annual production of
circa 23,00 tonnes of copper metal at a C1 cash cost of
US$1.51/lb. The project is forecast to generate US$1.3
billion in gross sales and US$518 million in pre-tax net
cashflow during mine operations, based on a copper
price of US$3.20/lb (as at publication spot copper is
US$4.76/lb). At US$3.20/lb of copper the project has a
post-tax NPV of US$77.6 million, representing a 5% NPV
and an IRR of 13%. The mine has a construction capital
cost of US$274.7 million. Sandfire Resources America
also published an updated Inferred Mineral Resource
of 8.3Mt @ 2.4% Cu for 199,500 tonnes of contained
copper at the Lowry Deposit, 3km south-east of Johnny
Lee. The Lowry Deposit is not covered by the current
environmental permits and would need to undergo a
further permitting and approvals process.
• Montana Department of Environmental Quality issued a
Record of Decision for the Johnny Lee mine on 9 April,
2020. The mine is currently facing a legal challenge to
the issuing of the Mine Operating Permit and the same
parties have also objected to the company’s leasing of
mitigation water rights that have preliminary approval
from the Montana Department of Natural Resources
and Conservation. In addition to the approved Mine
Operating Permit there are 27 other permits or plans
that need to be approved and as at 27 October 2020
five permits/plans had been approved nine applications
had been submitted and nine applications were in the
process of being completed.
Drill core logistics at Sandfire’s Black
Butte Copper Project in Montana
Metal Tiger plcAnnual Report & Accounts 2020 16
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
Reverse circulation drilling testing the shallow
VHMS mineralisation at the Schwabe Prospect
Other material equity investments as at
31 December 2020, include:
Active Investments:
Cobre Limited (“Cobre”)
Cobre is an ASX listed (ASX:CBE) resource exploration
company with prospective projects in Western Australia in
copper, gold, silver and zinc. As at 31 December 2020, the
Company held 20,900,000 ordinary shares representing
19.99% of the issued ordinary share capital of Cobre and
valued at £3,300,000. Michael McNeilly was appointed
as a Non-Executive Director as part of the investment in
2019 and remains on the Board. Cobre listed on the ASX in
January 2020 raising A$10 million.
A summary of key Cobre developments for 2020:
• Completed several phases of exploration including
2 drill programmes in the year which resulted in
drill testing of several prospective targets identified
via a combination of airborne and moving loop
electromagnetic surveys, geochemistry and downhole
surveys. Many of the holes resulted in several
intersections of anomalous volcanic-hosted massive
sulphide (“VHMS”) mineralisation at several of the targets
across the Perrinvale Project.
• Metallurgical test work on Perrinvale’s Schwabe Prospect
mineralisation was commenced, including an additional
recleaner stage and confirmation of physical properties.
• Acquired the remaining 20% minority stake in
Toucan Gold Pty Ltd to move to 100% of the
Perrinvale VHMS Project.
• Signed a share purchase agreement in respect of a 51%
interest in Kalahari Metals Limited. This acquisition has
since largely completed (save for change of control),
as announced on 12 April 2021 and further information
can be found in the post balance sheet events section
on page 43.
Southern Gold Limited (“Southern Gold”)
Southern Gold is an ASX listed resource exploration and
development company with gold epithermal exploration
properties in South Korea. Metal Tiger made two
investments in Southern Gold during 2020 and as at
31 December 2020 held 37,794,000 shares representing
17.14% of the issued share capital of Southern Gold as well
as 7,284,500 A$0.18 warrants which expire on 19 October
2022, valued at £2,863,000. As part of the investment
agreement, Metal Tiger obtained Board nomination rights
which are maintained as long as the Company has a
relevant interest in at least 10% of the issued share capital of
Southern Gold. Terry Grammer was to be appointed to the
Board of Southern Gold but due to his sudden and tragic
passing Michael McNeilly was nominated and joined the
Board as a Non-Executive Director following Metal Tiger’s
initial investment.
Metal Tiger plcAnnual Report & Accounts 2020 17
Summary of investments made in new portfolio
companies and fully exited in 2020
Investment
Listing
Investment
Canyon
Resources Limited*
ASX
3,000,000 ordinary shares
Greatland Gold plc*
AIM
8,108,108 ordinary shares
ASX
2,678,572 ordinary shares
Predictive
Discovery Limited*
*new investments made in 2020
Outlook
At 31 December 2020, the majority of Metal Tiger’s
investment portfolio remains invested in Sandfire. Sandfire
continues to operate the high margin DeGrussa copper-
gold mine, located 900km north of Perth, Australia, and
continues to progress to commercial production a number
of base metals development projects in North America,
Africa and Australia. The Company is optimistic that given
the strong management, current copper price outlook,
macro environment and its strong balance sheet position,
free cash flow generation, exploration upside and the likely
addition of A4 as a significant contributor to T3 production
that it will perform well as an investment in 2021.
Metal Tiger also has a number of Equity Investment
holdings in early stage, exploration-focused companies
as well as some development stage companies. Some
of these investments are higher risk and may result in
substantial gains or a significant loss of value. Some of
these companies are actively pursuing exploration drilling
campaigns and we actively monitor the results of these
companies. The Company is very active in assessing new
opportunities sourcing and screening deal flow from a
variety of sources.
A summary of key Southern Gold developments for 2020:
• Southern Gold raised a total of A$14,200,000 before
costs in equity fundraising enabling multiple drilling
campaigns on multiple targets.
• Well regarded economic geologist, Douglas Kirwin joined
the Board during Q1 2020 and this was an important
condition precedent of Metal Tiger’s investment.
• Drill programmes totalling 4,961 metres were
completed/results were received back from programmes
at the Beopseongpo Gold Project (1,989m), the Aphae
Gold Project (720.46m), the Deokon Gold-Silver Project
(878m), the Weolyu Gold-Silver Project (671m) and the
Dokcheon Gold-Silver Project (702m).
• Concurrent with drilling programmes, an underground
channel sampling programme was completed at
Deokon and reconnaissance traversing/sampling
programmes were completed at Deokon and
Dokcheon, with two new target zones being identified
at the former. Project generation activities, including the
taking of 238 samples, resulted in new targets for tenure
application at Geum-Mar, Daeam Valley, and Janghwai.
• Southern Gold is in an incorporated joint venture with
Bluebird Merchant Ventures plc (“BMV”) at the Gubong
and Kochang (Geochang) projects in the Republic
of Korea (with each party holding an equity interest
of 50% in each joint venture (JVs)). As advised in its
ASX release of 14 September 2020, Southern Gold is
deemed to have offered for sale both of its joint venture
interests to BMV and BMV has elected to acquire them.
In accordance with the Joint Venture Agreements the
price payable by BMV is US$9,945,000. Discussions are
in an advanced stage and an update to the market is
expected in the coming Quarter.
• COVID-19 has caused modest disruption for
Southern Gold and the team has been relatively
effective at addressing relevant issues where possible.
Unfortunately, a lack of international travel persisted
from the outbreak of the pandemic which meant that
senior expatriate geologists, including the exploration
geologists, were unable to provide in-country support
to the local team.
Passive Investments:
The Company also invested during 2020 in several
exploration and development companies in Asia, North
America, South America and Australia, with exploration
projects in copper, gold, silver, zinc, and tungsten.
During 2020, fifteen new minority equity investments
and four follow-on minority equity investments at a total
investment cost of £6,352,206 were made in 2020.
Eighteen minority equity investments were partially
or completely exited in 2020 raising gross proceeds
of £4,050,000.
Metal Tiger plcAnnual Report & Accounts 2020 18
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
Summary of listed investments held at 31 December 2020
Investment
Listing
Description
No. of securities held
Sandfire Resources
Limited
Cobre Limited
ASX
ASX
Copper, gold and silver
mining and exploration
2,842,667 ordinary shares (held as a non-
current asset as security for loan- Note 23
3,454,323 ordinary shares (uncharged)
10,418,000
Copper, gold, silver
and zinc exploration
20,900,000 ordinary shares
Southern Gold Limited**
ASX
Gold exploration
37,794,000 ordinary shares
7,284,500 warrants (A$0.18 expiry 19/10/2022)
Pan Asia Metals Limited
ASX
Lithium and tungsten
exploration
8,928,797 ordinary shares
Sable Resources Limited*
TSX-V
Gold and silver exploration
Thor Mining plc
AIM/ASX
Molyhil tungsten project
2,333,333 ordinary shares
1,666,666 warrants (C$0.20 expiry 10/9/2023)
44,250,000 ordinary shares
12,500,000 warrants (1p, expiry 23/1/2022)
Artemis Resources
Limited*
Pan Global
Resources Inc
Marimaca Copper
Corporation*
Trident Royalties plc*
AIM
TSX-V
Gold exploration
4,760,000 ordinary shares
TSX-V
TSX-V
Base and precious
metal exploration
Copper exploration
and development
Diversified mining
royalty and streaming
970,888 ordinary shares
694,444 warrants (C$0,28 expiry 20/02/2022)
146,956 ordinary shares
70,978 warrants (C$4,1 expiry 1/12/2022)
685,000 ordinary shares
Talon Metals
Corporation*
TSX-V
Base metals
666,700 ordinary shares
Los Cerros Limited*
ASX
Gold exploration
2,494,260 ordinary shares
1,250,000 warrants (A$0.10 expiry 11/02/2022)
Catalyst Metals Limited*
ASX
Gold exploration
146,956 ordinary shares
Tanga Resources
Limited*
ASX
Gold exploration
3,000,000 ordinary shares
Eagle Mountain Limited *
ASX
Copper and gold exploration 306,366 ordinary shares
Aurelius Mineral Inc
TSX-V
Gold exploration
2,000,000 ordinary shares
1,000,000 warrants (C$0.07 expiry 7/7/2022)
Geopacific Resources
Limited*
ASX
Gold and copper
development
66,185 ordinary shares
Arizona Metals Corp*
TSX-V
Copper and gold exploration 77,000 warrants (C$0.85 expiry 29/11/2021)
* new passive investments made in 2020
** new active investments made in 2020
Value at
year end £
8,575,000
3,300,000
2,664,000
199,000
680,000
469,000
174,000
354,000
52,000
309,000
279,000
141,000
274,000
52,000
274,000
195,000
176,000
45,000
171,000
88,000
79,000
69,000
27,000
16,000
21,000
Metal Tiger plcAnnual Report & Accounts 2020 19
Summary of unlisted investments held at 31 December 2020
Investment
Listing
Description
No. of securities held
Value at
year end £
Australian Gold and Copper*
Torrens Mining Limited*
Private; listed on
ASX 20/1/2021
Private; listed on
ASX 7/1/2021
Gold and copper exploration
1,000,000 ordinary shares
113,000
Gold, copper and cobalt exploration
625,000 ordinary shares
70,000
Tally Limited
Private
Gold currency
3,840,909 ordinary shares
58,000
* new passive investments made in 2020
Summary of recent trading performances
Total return percentage
Currency of
underlying investment
Cash outflows
of investments
Cash inflows
from redemptions
of investments
Market value of
residual positions
Australian Dollar
Canadian Dollar
Great British Pound
Combined
2,510,191
1,022,182
827,407
4,359,780
1,530,598
368,485
1,076,780
2,975,863
1,890,270
1,421,923
274,000
3,586,194
2,202,277
Total
return £
910,677
768,226
523,373
Total
return %
36%
75%
63%
51%
The table reflects the combined total return performance of new passive investments made during 2020 as indicated in the three tables above by a *.
The Black Butte Copper Project Feasibility Study
for an underground mine on the sediment hosted
Johnny Lee Deposit was filed 10 December 2020
Metal Tiger plcAnnual Report & Accounts 2020 20
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
The charts below are to illustrate indicative performance of Passive investments in 2020 from a base position comprised of
equities and warrants carried over from 2019 plus a balance of cash to arrive at a starting position of £2 million NAV.
Pro-forma 2020 Running Passive Investments Net Asset Value (including Thor Mining plc)*
2020 Running NAV
NAV
£6m
£5m
£4m
£3m
£2m
£1m
£0
Cash Flow
£1.5m
£1m
£0.5m
£0
-£0.5m
-£1m
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Purchases
Sales
Closing NAV
*This chart is to demonstrate indicative performance as
if the passive investment arm were a closed ended fund
and assumes an allocation of starting cash plus (Passive)
equity investment positions (warrants and equities) of
£2,000,000 at the beginning of 2020 and excludes the
Company’s positions (equity and warrants) in Sandfire (and
any dividends received), any derivatives as well as Active
investment but includes Thor Mining plc.
Assumed starting position
Asset class
Percentage mix
Equities and warrants*
Cash**
42%
58%
* starting value as at beginning of 2020 is based on
the warrants and equities carried over from 2019.
** balance of cash on top of equities and warrants is
to reach an indicative £2 million starting position.
Pro-forma 2020 Running Passive Investments Net Asset Value (excluding Thor Mining plc)*
2020 Running NAV
NAV
£4.5m
£4m
£3.5m
£3m
£2.5m
£2m
£1.5m
£1m
£0.5m
£0
Cash Flow
£0.8m
£0.6m
£0.4m
£0.2m
£0
-£0.2m
-£0.4m
-£0.6m
-£0.8m
-£1m
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Purchases
Sales
Month End NAV
*This chart is to demonstrate indicative performance as
if the Passive investment segment were a closed ended
fund and assumes a starting cash plus (Passive) equity
investment positions (warrants and equities) of £2,000,000
at the beginning of 2020 and excludes the Company’s
positions (equity and warrants) in Sandfire (and any dividends
received), any derivatives as well as Active investments (Thor
was previously classified as an Active investment).
Assumed starting position
Asset class
Percentage mix
Equities and warrants*
Cash**
14%
86%
* starting value as at beginning of 2020 is based on
the warrants and equities carried over from 2019.
** balance of cash on top of equities and warrants is
to reach an indicative £2 million starting position
Metal Tiger plcAnnual Report & Accounts 2020 21
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,
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, Africa and
Europe but the company 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 advisors 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
Investment purchases and sales.
The Company is pleased to report that notwithstanding
increased legal costs incurred in respect of the impending
ASX listing and costs associated with closing the London
office, together accounting for more than £200,000, both
of which are not deemed to be recurring, the administrative
costs reduced from £3,380,000 in 2019 to £2,934,000 in
2020. The Board constantly evaluates the appropriateness
of the costs base and this will continue throughout the
ensuing year, and during these uncertain market times.
Finance and Working Capital
The Company further utilised a portion of its available
loan facilities as detailed more fully in note 24, where the
equivalent of £2,620,000 (2019: £4,224,000) was drawn
down during the year, net of finance costs. During the year
the Company repaid the equivalent of £245,000 towards
the drawn down loans by way of applying the cash effects
of the dividend which accrued to the portion of shares
held as security for the loans. The loans are repayable in
tranches commencing 16 December 2022 through to 8
December 2023 and are secured by 2,842,667 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 on the master facility agreement are available.
Further details of the derivatives and the loans are given in
notes 18 and 24 respectively.
Dividends received from Equity Investments amounted to
£648,000 (2019: £527,000).
Operating cash flows before working capital changes,
including expensed exploration costs relating to Thailand
and closing of the London office consumed £2,441,000
(2019: £2,461,000). As part of the continuing cost
optimisation drive by the Board the operating cash burn
rate will continuously be monitored.
There was more investment activity during the year
with £7,219,000 (2019: £1,174,000) expended on new/
incremental investments within the Equity Investments
segment and £982,000 (2019: £1,472,000) on funding
Project Investments operations in Botswana (2019:
Botswana and Thailand), whilst £5,013,000 (2019:
£909,000) cash was generated from sales from the Equity
Investments segment.
The Group had cash reserves on 31 December 2020 of
£458,000 (2019: £5,007,000) and net current assets of
£21,116,000 (2019: £21,734,000). Undrawn loan facilities at
year-end amounted to £4,171,798 (2019: £6,622,500), as
more fully detailed in note 29.
Metal Tiger plcAnnual Report & Accounts 2020 22
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
KEY PERFORMANCE INDICATORS
The key performance indicators are set out below:
Net asset value
Net asset value – fully diluted per share¹
Closing share price
Share price premium/(discount) to net asset value – fully diluted
31 December
2020
31 December
2019
Change
%
£31,186,000
£26,937,000
20.3p
23.5p
16%
17.4p
13.8p
(20)%
+16%
+16%
+70%
Market capitalisation
£36,028,232
£21,439,000
68%
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 962,996 warrants in the money at the year end (2019: none).
Given the nature of our investments, the tendency is for
investors to look at the Group’s net assets and compare
this to market capitalisation. For Metal Tiger, this simplistic
valuation metric does not work, 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. This is also relevant
with Royalties as an asset class, where initial valuations are
determined using initial drill result announcements in the
market domain, however as the resource is further proven
up any additional resource will exponentially increase the
value of an uncapped Royalty.
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, liquid
tradeable resource shares, and initial recognition of Royalties.
Rock sampling of Cu-Zn
gossans at the Monti Prospect
Metal Tiger plcAnnual Report & Accounts 2020 23
POST YEAR END DEVELOPMENTS
Project Investments
Botswana – Kalahari Metals Limited
As more fully detailed under the Cobre section of Equity investments below, the Company effectively diluted its holding
in KML from 62.17% to either 49% or 50.01%, dependent on the approval of change of the control being approved by the
Botswana authorities, in return for an increased shareholding in Cobre Limited. As announced on 19 April 2021, a total of
7,000m of drilling approved by the Joint Venture Board, to be phased with an initial 5,700m of diamond core and reverse
circulation drilling with a further 1,300m available for optional follow-up diamond drilling dependent on results. As announced
on 11 May 2020, drilling commenced at the Endurance and Perseverance targets (previously named North Target and South
Target respectively).
2021 Field Programme
A drill focused exploration plan has been designed to test a number of compelling targets on the Kit-E and Kit-W projects, including:
• Structurally controlled trap-sites in Kit-E identified in AEM and magnetic, soil sampling and stratigraphic drilling
programmes completed in 2020;
• Conductive fold targets in Kit-W with an analogous AEM response to Sandfire’s A4 and T3 deposits.
Locality map illustrating the position of planned drill collars for the 2021 field season, NW Botswana.
Metal Tiger plcAnnual Report & Accounts 2020 24
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
Project Investments (continued)
Kit-E Drill Targets:
Structural and
lithological
interpretation on
vertical derivative
magnetic data.
Kit-W Drill
Targets: Lithology
and structural
interpretation
with soil sample
results on
regional magnetic
derivative image.
Metal Tiger plcAnnual Report & Accounts 2020 25
Kit-W Drill Targets: 3D images illustrating reprocessed historical GeoTEM geophysics data run through a
VPem1D inversion routine. Results highlighted folded conductors with distinct similarity to Sandfire’s A4
target (included for comparison). Planned Kit-W 2021 diamond drilling plan highlighted.
Metal Tiger plcAnnual Report & Accounts 2020 26
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
Equity Investments
Sandfire Resources Limited
Sandfire Resources is an ASX listed (ASX:SFR) mid-tier
mining and exploration company. Sandfire Resources
operates the high-margin Degrussa Copper-Gold Mine,
located 900km north of Perth, Western Australia.
Sandfire paid an interim dividend of A$0.08 per share
in March 2021. Metal Tiger received circa £155,000 on
the shares that were not subject to the equity derivative
financing arrangement. As a consequence of this dividend
the loan balance on the shares subject to the equity
derivative financing arrangement was lowered by A$227,413.
Sandfire had a strong March Quarter and announced on
28 April 2021:
• Group cash on hand as at 31 March 2021 of A$463.6
million and no debt (excluding lease liabilities).
Degrussa Operation (Australia):
• 16,803 tonnes of contained copper production in the
March 2021 Quarter at a C1 cost of US$0.87/lb along
with 9,100oz Au with guidance given to meet the upper
end of 67-70kt Cu and 36-40koz Au.
• Continued multi-pronged exploration programmes
continued across the Doolgunna Province. A circa
2,400m deep diamond hole is in progress at Red Bore to
provide a platform for down-hole geophysical surveys to
test the conceptual feeder zone down-plunge of the
C5 deposit.
• Current phase of drilling completed at the Old Highway
Gold Prospect. Work continues on studies for the
Company’s gold transition strategy.
Tshukudu (Botswana):
• Initial site activities commenced at the T3-Motheo
Project with sterilisation drilling underway, clearing
for a 15km access road and for the construction of a
200 - person camp. Orders placed for all key process
equipment and tenders for the mining contract and
other key items well advanced.
• Mining Licence for the T3 Project expected to be
awarded in the June 2021 Quarter (April - June), clearing
the way for major construction activities to commence.
• Resource drilling programme completed at the A4
deposit to allow upgrading of the existing Inferred
Resource to Indicated status. The upgraded Resource
will underpin the completion of a Feasibility Study and
maiden Ore Reserve, which are on-track for delivery in
the September 2021 Quarter.
• Exploration focus shifted to other priority targets within
the Motheo Expansion Project as part of a major step
up in drilling of new targets commencing in the June
2021 Quarter.
T3 Motheo Project:
• Presentations were made to the Department of
Mines as part of the Mining Licence approval process
and to the Ghanzi Regional Council, with additional
information requested by and supplied to the
Department of Mines in April.
• Pre-development activities continued during the
Quarter at the T3-Motheo Project, with a programme of
sterilisation drilling undertaken across key infrastructure
locations (Tailings Storage Facility and Plant Site). 24
sterilisation holes (2,880m) planned and started in
mid-March and expected to be completed in May (note
more details in section 5.2 of Sandfire’s release on 28
April 2021).
• The Government of Botswana has not notified Sandfire
of its intention regarding the acquisition of an ownership
stake (can own up to 15% fully contributing interest).
• Power Supply Agreement for the High Voltage Power
Supply from the Botswana Power Corporation (BPC)
is in its final stages of negotiation and expected to be
completed in the June 2021 Quarter. Expressions of
Interest have also been received for the build, own,
operate and transfer (BOOT) of a solar generation plant
to supply up to 30% of the mine’s electrical load.
• Proposals to provide debt financing for the T3-Motheo
Project were received from nine participating banks, with
the proposals currently being analysed and short-listed.
• Recruitment has commenced for a number of senior
positions, including Executive Head of Botswana
and General Manager Motheo Operations, with
appointments expected in coming months.
A4 Resource Drilling and Feasibility Study
• A maiden JORC 2012 compliant Inferred Mineral
Resource for the A4 deposit in December 2020,
comprising 6.5 million tonnes grading 1.5% copper and
24g/t Ag for an estimated 100,000 tonnes of contained
copper metal and 4.9 million ounces of silver was
announced on 1 December 2020.
• During the March 2021 Quarter, Sandfire completed
in-fill and extensional drilling at the A4 Copper-Silver
deposit, located 8km west of the planned Motheo
processing plant, aimed at upgrading the existing
Inferred Resource to Indicated status to underpin the
completion of a Feasibility Study.
• Work also commenced on the A4 Feasibility Study with
a target of completing the study and submitting the
ESIA for the A4 project in the December 2021 Quarter.
• Given its proximity to the planned processing plant and
infrastructure at T3, the A4 deposit has the potential to
become an important source of higher grade ore for
the Motheo Production Hub and supports the potential
expansion from the Base Case of 3.2Mtpa to 5.2Mtpa
for the Motheo Production Hub.
Metal Tiger plcAnnual Report & Accounts 2020 27
A4 Resource Drilling and Feasibility Study (continued)
Black Butte (USA)
• Localised high grade vein intersections were not
included in the maiden Inferred Mineral Resource
and will be included in the updated Mineral Resource
estimate for A4 expected in the June 2021 Quarter. The
results also demonstrate the potential for further high-
grade mineralisation potentially occurring elsewhere
along the A4 Dome and in other untested targets in the
T3 Expansion Area where drilling is being stepped up.
• A maiden Ore Reserve Estimate is expected to be
completed in the September 2021 Quarter and a
Feasibility Study in the December 2021 Quarter.
• An extensive geotechnical drilling programme
commenced at the A4 deposit in March, with
approximately 47% of the 2,340m programme
completed by Quarter-end. Preliminary mining studies
were also completed, with key outcomes from a
Scoping Study on the A4 deposit confirming the
potential of the project to substantially increase cash-
flows from the T3 Project with the inclusion of ore from
a two-stage open pit at A4.
• Metallurgical testwork commenced, along with
groundwater studies and water bore drilling. Work
also commenced on the potential consolidation of
environmental approvals within the Motheo Hub.
Tshukudu Exploration
• Targeting high-grade satellite discoveries within the
Motheo Expansion Project area with the potential to
increase the scale of the Motheo Production Hub;
• Delineating additional Resources with the potential to
extend mine life; and
• Targeting major new regional discoveries to unlock the
copper belt’s broader potential.
• With the completion of in-fill drilling at the A4 deposit,
the focus of exploration drilling has shifted to other
targets within the Motheo Expansion Project with
drilling underway at TG02, south of the A4 deposit,
and TG07, located 3km west of the planned T3 open
pit. Drilling at a third target, TG06, 8.5km west of T3, is
planned as soon as access is available.
• Other priority targets within the Motheo Expansion Project
include A1, A27, T1 and T2 East, which are located within
circa 30km north and north-east of T3 on private farms.
Access to these targets is currently being negotiated.
• During the Quarter, Sandfire commenced deep drilling
to test the mineralised NPF contact at the western
end of the A4 Dome, approximately 1km west of
previously reported copper intersections. Hole MO-A4-
150D intersected a wide down-hole interval of weakly
disseminated chalcocite and bornite mineralisation,
with true width unknown. The hole lifted significantly
and failed to intersect the NPF contact and a follow-
up hole with a rig more suited to controlled drilling is
currently being planned.
• Exploration drilling programme completed to identify
additional Mineral Resources in close proximity to
planned infrastructure, with assay results expected in
May 2021.
Sandfire Resources also has development and exploration
projects in North America and Botswana.
Cobre Limited
On 6 April 2021, Cobre Limited announced at an
extraordinary general meeting, that its shareholders had
approved its investment in Kalahari Metals Limited, see
Projects Investments (above), The key terms, being the
acquisition of a 51% interest in Kalahari Metals Limited by
Cobre, for which in aggregate and ultimately 21,444,582
new Cobre shares will be issued to the existing KML
Vendors. Post the closing of the transaction, the Company
will have an effective 20.72% holding of Cobre then enlarged
share capital, in exchange for the dilution of the Company’s
interest in KML, which will then be 49%, subject to receipt
of change of control approval, in respect of KML, from the
Minister of Energy and Water Resources of the Republic
of Botswana, otherwise it will remain at 50.01%, with an
equalisation of the consideration shares to be issued.
As announced on 29 April 2021, commercial negotiations
continue regarding the settlement of Southern Gold’s
sale of the 50% Joint Venture interests in the Gubong
and Kochang projects for a price of US$9.945 million, as
determined by and independent expert.
Drilling at Kalahari Metals Project commenced on 11 May 2021.
Southern Gold Limited
Southern Gold is an ASX listed resource exploration and
development company with gold epithermal exploration
properties in South Korea. As announced on 4 January
2021, Metal Tiger purchased 1,225,000 shares in Southern
Gold bringing its total holding in the Company to
37,794,000 Southern Gold shares, representing 17.72% of
the issued share capital of Southern Gold.
As announced on 19 April 2021, soil sampling over the
northern Golden Surprise trend confirmed the Au-Ag
mineralised zone extends at least one kilometre in strike
length and remains open and has identified coincident Au-
Ag-As anomalies and potential intersecting structural trends
at the Nettle Zone.
As announced on 29 April 2021, commercial negotiations
continue regarding the settlement of Southern Gold’s
sale of the 50% Joint Venture interests in the Gubong
and Kochang projects for a price of US$9.945 million, as
determined by and independent expert.
Furthermore, it is noted that by Southern Gold that there
will be a strong focus on field work in South Korea during
the post-winter field season to build up future drill targets.
Metal Tiger plcAnnual Report & Accounts 2020 28
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
Equity Investments (continued)
Antipa Minerals Limited
Palladium One Mining Inc
Palladium One is an exploration company targeting district
scale, platinum-group-element (PGE)-copper nickel
deposits in Finland and Canada. Its flagship project is the
Lantinen Kollismaa or LK Project, a palladium dominant
platinum group element-copper-nickel project in north-
central Finland.
The Company subscribed for 340,000 units in Palladium
One Mining Inc. (“Palladium One”) (TSXV:PDM) at a price
of C$0.29 per unit, for a total investment of approximately
C$99,000 (approximately £56,000), as part of Palladium
One’s C$15 million fundraise announced on 24 February
2021. Each unit consists of one common share in
Palladium One and one-half of one common share
purchase warrant exercisable at a price of C$0.45 any time
prior to 24 February 2023.
Millennial Silver Corp
Millennial is an acquisition company that will be looking
to complete a series of transactions (collectively, the
“Transactions”) among 1246768 B.C. Ltd (“768”), Millennial
and Clover Nevada LLC that will, among other things, result
in 768 (to be named “Millennial Precious Metals Corp.”)
indirectly acquiring Clover Nevada LLC’s interest in each of
the Wildcat Property, the Mountain View Property, the Marr
Property, the Ocelot Property, the Eden Property and the
Dune Property located in Nevada and a lease and option to
purchase the Red Canyon Property also located in Nevada.
The Transactions are conditional on the TSX Venture
Exchange approving the listing of the post-consolidation
common shares of 768 (the “Resulting Issuer Shares”), and
other customary conditions.
The Company subscribed for 300,000 shares in Millennial
Silver Corp. (“Millennial”), at a price of C$0.50 per share, for
a total investment of C$150,000 (approximately £85,200),
as part of Millennial’s C$24 million equity financing in
connection with the proposed business combination
with 1246768 B.C. LTD (“768”) to form Millennial Precious
Metals Corp., which was announced as having closed on
11 February 2021. Millennial Precious Metals commenced
trading on the TSX-V on 10 May 2021 under the ticker MPM.
Antipa is an ASX-listed mineral exploration company
focused on exploring the Paterson Province of Western
Australia which hosts several world-class mineral deposits,
including the Telfer gold-copper-silver mine, the Winu
copper deposit and the Havieron gold discovery. Antipa has
significant farm-in agreements with Rio Tinto, Newcrest
Mining and IGO limited and has consolidated a majority of
exploration tenure in eastern Paterson.
As announced on 21 April 2021, Metal Tiger subscribed
for 7,142,860 new ordinary shares in Antipa at an issue
price of A$0.042 per share for a total consideration of
approximately A$300,000 (c.£166,176). The investment
was part of an institutional placement by Antipa of
approximately A$22 million and Share Purchas Plan of up
to A$3 million for a total capital raise of up to A$25 million.
Antipa announced commencement of drilling at their 100%
owned Minyari Dome Project on 13 May 2021.
Trident Royalties plc
Trident is a growth-focused, diversified mining royalty
and streaming company, aiming to provide investors
with exposure to a mix of base and precious metals, bulk
materials (excluding thermal coal) and battery metals.
The Company subscribed for 474,043 new ordinary shares
of 1 pence each (“Trident Shares”) in Trident Royalties
plc (“Trident”) (LSE:TRR) at a price of 34 pence per share,
for a total investment of £161,175 (US$225,000) (the
“Investment”). The Investment is a follow-on to an existing
investment in Trident.
The Investment forms part of a placing of, and subscription
for, new Trident Shares raising approximately £20.7 million
(approximately US$28.9 million) to finance the acquisition
of a 60% interest in an existing gross revenue royalty over
the Thacker Pass Lithium Project operated by Lithium
Americas Corp (NYE: TSX: LAC).
Armada Exploration Limited
Armada holds two exploration licences, prospective for
magmatic Ni-Cu sulphide, in Gabon, covering a total area
of nearly 3,000km2. The licence holding is considered to
present a frontier district-scale exploration opportunity.
The Company subscribed for 5,000,000 new ordinary
shares at a price of US$0.15 in Armada for total
consideration of US$750,000 via a promissory note with
US$350,000 to be invested up-front and with the $400,000
to be paid in monthly instalments of US$80,000 over
the next five months. In the event of a public listing the
Company will need to settle any outstanding amounts
under the promissory note in full at the time of the public
listing. Metal Tiger owns 18.5% of the issued ordinary share
capital of Armada. The Company has been given the right
to appoint a director to the Board of Armada (or equivalent
top co, in the event of a restructuring as part of a listing);
Metal Tiger has received 3,333,333 36-month options
issued at US$0.225.
Metal Tiger plcAnnual Report & Accounts 2020 29
Summary of investments made between year end and the date of release of the financial statements.
Investment
Listing
Description
Initial Investment made
Armada Exploration Limited***
Private
Nickel and Copper exploration
5,000,000 ordinary shares
3,333,333 warrants (US$0.225 expiry 01/04/2024)
Todd River Resources Limited*
ASX
Nickel exploration
4,740,000 ordinary shares
Palladium One*
TSX-V
Palladium exploration
340,000 ordinary shares
170,000 warrants (C$0.45 expiry 22/02/2023)
Mt. Malcolm Mines**
Private
Gold exploration
500,000 ordinary shares
Inflection Resources Limited**
CSE
Copper and Gold exploration
468,750 ordinary shares
234,375 warrants (C$0.5 expiry 17/05/2023)
Millennial Precious Metals Corp**
Private
Gold and Silver exploration
300,000 ordinary shares
Monarch Mining Corporation**
TSX-V
Gold exploration
74,500 ordinary shares
Antipa Minerals Limited**
ASX
Copper and Gold exploration
7,142,860 ordinary shares
Camino Minerals Corp**
TSX-V
Copper exploration
5,882,353 ordinary shares
2,941,176 warrants (C$0.25 expiry 18/05/2023)
Aurelius Minerals Inc**
TSX-V
Gold exploration
250,000 ordinary shares
Trident Royalties plc*
Los Cerros Limited*
AIM
ASX
Diversified mining royalty and streaming
474,043 ordinary shares
Gold exploration
1,906,403 ordinary shares
Arizona Metals Corp***
TSX-V
Gold and copper exploration
77,000 ordinary shares
Moxico Resources plc**
Private
Copper producer
500,000 ordinary shares
* new investments made in 2021 and partially exited.
** new investments made in 2021 and positions maintained.
*** exercise of warrant in 2021 and positions maintained.
Exercise of warrants
Proposed ASX listing
During the period commencing on 13 January 2021 and
ending on 9 March 2021, 1,788,852 new shares were
issued as a result of the exercising of Warrants by warrant
holders. The total cash consideration received amounted
to £304,806 at a weighted average exercise price of 17p.
Pursuant to the Company’s announcement of the
21 August 2020, wherein the Company announced its
intention to pursue a secondary listing on the official list
of the Australian Stock Exchange (“ASX”), the Company
received conditional approval as announced on 29 January
2021, and expects to fulfil all material conditions shortly
after the release of this Annual Report. The Board believes
that the secondary listing will expand the profile of the
Company and its shares, create improved price discovery in
the shares, provide access to new potential investors, and
improve deal flow in Australia.
Metal Tiger plcAnnual Report & Accounts 2020 30
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
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 project is located in jurisdictions other
than the UK (being Botswana) and therefore carries with it
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,
senior management and where needed consultants actively
working as the operators of projects.
It should be noted that the Company does not operate
its project investments 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 depend 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 its largest single investment, Sandfire’s
main asset, Degrussa, 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 Investment 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 will be 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.
Diamond drilling rig on
Cobre’s Perrinvale Project
Metal Tiger plcAnnual Report & Accounts 2020 COVID-19
During the COVID-19 pandemic to date, the Company
has 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. The
Board are pleased with the tentative signs of countries and
general operations beginning to return to some form of
normal economic activity but remain vigilant in monitoring
the sustainability thereof.
As already noted, the Company has been actively cutting its
cost base and maintains plans to cut these further over the
rest of the year.
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
Company’s and/or Metal Tiger’s investment companies risk
profile due to the increased proliferation of COVID-19, an
announcement will be made immediately.
GOING CONCERN
The Directors have reviewed a cash flow forecasts for a
period of at least 12 months from the date of approval of
these financial statements which demonstrate that the Group
is able to meet its commitments as they fall due.
In addition, thereto:
At the year end the Group had current assets of £21,800,000,
including cash balances of £458,000 and freely tradeable
quoted investments in excess of £20,000,000 compared
with short term liabilities of £684,000. The Group also has
undrawn facilities available to it of £4,171,798.
Whilst equity prices are volatile given, inter alia, the
coronavirus pandemic, the Board believes that the Group has
access to sufficient liquid, or readily converted to liquid, funds
in order trade through the crisis given the non-discretionary
cash burn rate of the Company.
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.
31
The equatorial forest cover and
rivers present challenging logistics
meaning much of Gabon is
significantly underexplored; Armada’s
Nyanga Project therefore presents a
compelling first-mover advantage in
the exploration for magmatic nickel-
copper sulphide deposits along
a complex regional-scale craton
boundary fault network in Gabon.
Metal Tiger plcAnnual Report & Accounts 2020 32
T3 Motheo accomodation
Metal Tiger plcAnnual Report & Accounts 2020 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
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 public 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 Quoted Companies
Alliance (“QCA”) Corporate Governance Code (the “QCA
Code”) (Principles 1 and 4) on page 40.
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 process
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.
33
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, or similar
appointment, in strategic investees to ensure that there is a
close and successful ongoing dialog between the parties.
Service providers are paid within their payment terms and
the Group aims to keep payment periods under 30 days
wherever practical.
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 (Principle 3) on page 40.
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
which is set out on pages 40 to 41. Where there is a need
to seek advice on particular issues, the Board will consult
with its lawyers and nominated advisors 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 (Principle
2) on page 40. 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 2020 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
20 May 2021
Metal Tiger plcAnnual Report & Accounts 2020 34
CHAIRMAN’S CORPORATE
GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2020
The Company has adopted 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
20 May 2021
Metal Tiger plcAnnual Report & Accounts 2020 35
Collecting representative rock chips during geological logging of
reverse circulation drill holes at the Black Butte Copper Project
Metal Tiger plcAnnual Report & Accounts 2020 36
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, the Nominated Advisor
(“NOMAD”) and the Stock Exchange;
The current Board of Directors with biographies is set out
on pages 38 and 39.
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.
Terry Grammar (deceased 18 May 2020), David Wargo
(from 1 October 2020) and Neville Bergin are Non-
Executive Directors and Neville Bergin is considered to be
the senior independent Director.
• senior management and subsidiary Board appointments
and remuneration, contracts and the grant of share options;
Attendance at Board meetings during the year ended
31 December 2020 was as follows:
Director
Charles Hall
Michael McNeilly
Mark Potter
Terry Grammer
Neville Bergin
David Wargo
Max number
of meetings
Actual
attendance
17
17
17
10
17
4
17
17
13
10
15
4
• 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
caliber 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 9 to the financial statements.
Metal Tiger plcAnnual Report & Accounts 2020 37
REMUNERATION COMMITTEE
The remuneration of the Executive Directors is fixed by the
Remuneration Committee which comprises two Non-
Executive Directors, Charles Hall and Neville Bergin. 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 full 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 2020 was as follows:
Director
Charles Hall
Terry Grammer
Neville Bergin
Max number
of meetings
Actual
attendance
2
1
1
2
1
1
AUDIT COMMITTEE
The Audit Committee, which comprises two Non-Executive
Directors, Charles Hall and Terry Grammar, served until the
passing of Terry Grammar (18 May 2020), at which time
Neville Bergin was appointed to the committee, The Audit
Committee 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.
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.
Attendance at Audit Committee meetings during the year
ended 31 December 2020 was as follows:
Director
Charles Hall
Terry Grammer
Neville Bergin
Max number
of meetings
Actual
attendance
2
1
1
2
1
1
Mobile camps provide sustainable project
accommodation on the Kalahari savanna
Metal Tiger plcAnnual Report & Accounts 2020 38
BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD
DIRECTORS’ BIOGRAPHIES
Michael McNeilly
Chief Executive Officer
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 was appointed in December 2016
as Chief Executive Officer, and a nominee Director of
Cobre Limited appointed by Metal Tiger. 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 6.3 million shares in SFR. 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 as a nominee
Non-Executive Director of Sothern Gold Limited and Cobre
Limited. Michael was appointed CEO of Metal Tiger in
December 2016.
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.
High-grade VHMS base metal and gold mineralisation was confirmed
by diamond drilling at the Schwabe Prospect in early 2020
Metal Tiger plcAnnual Report & Accounts 2020 39
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 Metal
Tiger plc 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 fundraisings.
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, University
of 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 Ltd.
Terry Grammer
Non-Executive Director - deceased 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 had been involved in numerous ASX-
listed companies that have achieved dramatic growth.
As 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 A$0.05 in July 2012 to
a peak above A$5 per share in early 2013 and become an
ASX Top 200 company. Terry was appointed a director of
Kalahari Metals Ltd in July 2018.
Terry is greatly missed by all and we will endeavour to carry
on his legacy by building on his vision for Metal Tiger.
Neville Bergin
Non-Executive Director
Neville Bergin, who was appointed in March 2018, is a
mining engineer with over four decades of 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 nine 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. He is also a Non-Executive director of Marmota
Ltd (ASX: MEU).
David Wargo
Non-Executive Director
David Wargo, who was appointed as a Director on 1
October 2020. David Wargo is a senior natural resource
investment banker with over 21 years of experience in the
mining industry and banking industry. He is currently a
managing director of Investment Banking at Sprott Capital
Partners, a division of Sprott Inc. Prior to this, he held
a number of senior positions, including as a managing
director of the Investment Banking Division at GMP
Securities L.P. David has an industry background, having
worked for 10 years as a chemical engineer in the mining
and oil and gas sectors. David holds an Executive MBA.
Metal Tiger plcAnnual Report & Accounts 2020 40
COMPLIANCE WITH THE QCA
CODE OF PRACTICE
The sections below set out the requirements of the QCA
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
results 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
Statement above. The Board currently comprises two
Executive Directors (Michael McNeilly and Mark Potter)
and three Non-Executive Directors (Charles Hall, David
Wargo and Neville Bergin) led by the Chairman. 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.
Metal Tiger plcAnnual Report & Accounts 2020 41
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
on pages 38 and 39. 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 advisors 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 advisors, Strand Hanson Limited. The
Company Secretary provides advice and guidance, as
required, to the Board on regulatory matters, 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 advisors, 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.
Drone carried sensors were utilised in the airborne magnetic
geophysics surveying at Southern Gold’s Aphae Gold Project
Metal Tiger plcAnnual Report & Accounts 2020 42
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2020
SHARE BUY BACK AND CONSOLIDATION
In the first Quarter of 2020 the Company bought back a
further 31,379,310 ordinary shares in its capital at a total
cost of £423,000. Following the cancellation of the shares
acquired pursuant to the buy back, the Company had
1,522,076,607 of 0.01p ordinary shares in issue. On 30
June 2020, pursuant to a resolution at its Annual General
Meeting, the Company issued a further 3 ordinary shares
to increase the capital to 1,522,076,610 ordinary shares
of 0.01p and carried out a 1 for 10 share consolidation
resulting in 152,207,661 ordinary shares of 0.1p in issue at
the period end. As explained in the notice of the Annual
General Meeting of last year, the Board believes that the
share consolidation has improved the marketability of the
Company’s ordinary shares with a higher share price and
typically a 2%-5% spread between the bid and offer prices.
The Directors present their report together with the audited
financial statements for the year ended 31 December 2020.
A review of the business and principal risks and
uncertainties has been included in the Strategic Report.
DIVIDENDS
No interim dividend was paid (2019: £none) and the
Directors do not propose a final dividend (2019: £none)
for the 12 months ended 31 December 2020.
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 Grammar (deceased 18 May 2020)
David Michael McNeilly
Mark Roderick Potter
Neville Keith Bergin
David Alan Wargo (appointed 1 October 2020)
Further details of the Directors’ remuneration are given in
note 9, details of Directors’ share options are given in note
27 and the Directors’ interests in transactions of the Group
and the Company are given in note 29.
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 28.
SIGNIFICANT SHAREHOLDERS
As at at 19 May 2021 the following were, as far as the
Directors are aware, interested in 3% or more of the issued
share capital of the Company.
Name
Michael Joseph
Exploration
Capital Partners
Number of
ordinary shares
% of issued ordinary
share capital
11,519,715
10,003,980
Terry Grammer-Estate
6,966,500
RIBO Trust (beneficially
owned by Rick Rule)
6,000,000
7.43%
6.45%
4.49%
3.87%
FINANCIAL RISK MANAGEMENT
OBJECTIVES AND POLICIES
Details of the Group’s financial risk management
objectives and policies are set out in note 28 to these
financial statements.
Alteration mapping at the
Schwabe Prospect can provide
an important vector towards
mineralisation (rock chip showing
chlorite and sericite alteration)
Metal Tiger plcAnnual Report & Accounts 2020
43
POST YEAR END EVENTS
The following post year events have taken place.
Sandfire Resources Limited:
3,333,333 36-month options issued at US$0.225. The
Company will be given the right to appoint a director to the
Board of Armada (or equivalent top co, in the event of a
restructuring as part of a listing);
The Company reduced its net investment in SFR since the
year end by 282,233 shares.
Camino Minerals Corporation
(TSXV: COR) (“Camino”)
Kalahari Metals Limited
On 6 April 2021 Cobre Limited announced at an
extraordinary general meeting, that its shareholders
approved its investment in Kalahari Metals Limited, see
Projects Investments (above), The key terms, being the
acquisition of a 51% interest in Kalahari Metals Limited by
Cobre, for which in aggregate and ultimately 21,444,582
new Cobre shares will be issued to the existing KML
Vendors. Post the closing of the transaction, the Company
will have an effective 20.72% holding of Cobre then
enlarged share capital, in exchange for the dilution of
the Company’s interest in KML, which will then be 49%,
subject to receipt of change of control approval, in respect
of KML, from the Minister of Energy and Water Resources
of the Republic of Botswana, otherwise it will remain at
50.01%, with an equalization of the consideration shares
to be issued. Pursuant to this transaction the Company
and Cobre have committed jointly to a major new drilling
programme focused on compelling conductive geophysics
and structural targets that are considered prospective for
the discovery of copper/silver deposits on the Kalahari
Copper Belt (“KCB”). The KML technical team has also
been supplemented with additional members experienced
in sediment-hosted copper and drill programme
management as the project now moves into the next
stage of exploration. The operating budget for the ensuing
two years, to be funded pro-rata to the shareholding, is
expected to amount to A$3,500,000.
The validity of the Company’s conditional 2.0% net
smelter royalty over all of KML’s wholly owned licences,
being seven licences covering, in aggregate, 6,650km2
(together, the “Royalties”), will not be impacted by
completion of the Transaction.
Armada Exploration Limited
Armada holds two exploration licences, prospective for
magmatic Ni-Cu sulphide, in Gabon, covering a total area
of nearly 3,000km2. The licence holding is considered to
present a frontier district-scale exploration opportunity.
The Company subscribed for 5,000,000 new ordinary
shares at a price of US$0.15 in Armada for total
consideration of US$750,000 via a promissory note
with US$350,000 to be invested up-front and with
the US$400,000 to be paid in monthly instalments of
US$80,000 over the next five months. In the event of
a public listing the Company will need to settle any
outstanding amounts under the promissory note in full at
the time of the public listing. The Company owns 18.5%
of the issued ordinary share capital of Armada and has
On 20 May 2021 Metal Tiger announced that it had
subscribed for 5,882,353 units at a price of C$0.017 per unit
(“Unit”) with each Unit consisting of one common share in
the capital of Camino and half a non-transferable common
share purchase warrant (each whole warrant, “Warrant”),
for a total consideration of C$1 million as part of Camino’s
C$7.5 million fundraise. Each Warrant entitles Metal Tiger
to acquire an additional common share of the Camino
at a price of C$0.25 per common share for a period of
24 months from the date of issue. The proceeds of the
fundraise will be used to advance exploration at Camino’s
three copper projects in Peru: the Los Chapitos (IOCG)
copper discovery, the Maria Cecilia porphyry complex
(subject to the closing of Camino’s acquisition of Minera
Maria Cecilia Ltd.), and the Plata Dorada high-grade copper
and silver project.
Other Events
Details of purchases of Equity investments since the year
end are given in the Strategic Report.
Proposed ASX listing
Pursuant to the announcement on the 21 August 2020,
wherein the Company secondary listing on the official list
of the Australian Stock Exchange (“ASX”), the Company
received conditional approval as announced on 29 January
2021, and expects to fulfil all material conditions shortly
after the release of this Annual Report. The Board believes
that the secondary listing will expand the profile of the
Company and its shares, create improved price discovery in
the shares, provide access to new potential investors, and
improve deal flow in Australia.
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.
Metal Tiger plcAnnual Report & Accounts 2020 44
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2020
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 2021 will be
proposed at the forthcoming Annual General Meeting.
By order of the Board
Adrian Bock
Secretary
20 May 2021
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.
Metal Tiger plcAnnual Report & Accounts 2020
45
Geochemical soil sampling is one of
the exploration methods used to find
volcanic-hosted massive sulphide (“VHMS”)
mineralisation at Cobre’s Perrinvale Project
Metal Tiger plcAnnual Report & Accounts 2020 46
INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF METAL TIGER PLC
FOR THE YEAR ENDED 31 DECEMBER 2020
Opinion
We have audited the financial statements of Metal
Tiger Plc (the “parent company”) and its subsidiary (the
“group”) for the period ended 31 December 2020 which
comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Company Statements
of Financial Position, the Consolidated and Company
Statements of Cash Flows, the Consolidated and Company
Statements of Changes in Equity and notes to the
financial statements, including a summary of significant
accounting policies. 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 2020 and of the group’s profit for
the period then ended;
• the group financial statements have been properly
prepared in accordance with International Financial
Reporting Standards as adopted by the European Union;
• the parent company financial statements have been
properly prepared in accordance with International
Financial Reporting Standards as adopted by the
European Union and as applied in accordance with the
provisions 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 and parent company 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
In auditing the financial statements, we have concluded
that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate. Our evaluation of the Directors’ assessment of
the group and the parent Company’s ability to continue to
adopt the going concern basis of accounting included the
following procedures:
The going concern assessment period used by the
Directors was at least 12 months from the date of the
approval of the financial statements. We assessed the
appropriateness of the approach, assumptions and
arithmetic accuracy of the model used by management
when performing their going concern assessment.
We evaluated the Directors’ assessment of the group’s
ability to continue as a going concern, including
challenging the underlying data and key assumptions used
to make the assessment. Additionally, we reviewed and
challenged the results of management’s stress testing, to
assess the reasonableness of economic assumptions in
light of the impact of Covid-19 on the group’s solvency and
liquidity position.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the company’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
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 £450,000 based on approximately 1.8% of the
group’s net assets at the planning stage. We did not consider
it appropriate subsequently to amend our assessment. Net
assets is a generally accepted auditing benchmark.
Metal Tiger plcAnnual Report & Accounts 2020 47
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 £13,500. Errors below that
threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative grounds.
The parent company materiality was assessed as £400,000
based on approximately 1.3% of the company net assets at
the planning stage. Parent company triviality was £12,000.
Overview of the scope of our audit
The parent company’s operations are based in the UK.
Our audit was conducted from the UK. The group has
components accounted for in Thailand which were not
considered to be significant for the scope of the consolidated
audit. The UK audit team undertook analytical procedures
over the balances within the non-significant components.
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.
This is not a complete list of all risks identified by our audit.
The Little Italy Prospect gossans are interpreted as
distal pyritic expressions of the Schwabe Gossan
and may provide a vector to VHMS mineralisation.
Metal Tiger plcAnnual Report & Accounts 2020 48
INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF METAL TIGER PLC
FOR THE YEAR ENDED 31 DECEMBER 2020
Key audit matter
Income recognition
Given the nature of the business the key group income
generated relates to the gain on investments disposed and
movements in fair value of investments held for trading.
There is a risk of error in relation to the measurement of
the fair value, in particular to those which cannot be agreed
to observable market data, as well as the identification
of the point of disposal and associated consideration for
investments where arrangements can be complex.
Classification, measurement and valuation of
investments
The group holds a number of different types of
investment where judgement is required when
determining the accounting treatment and whether
they are accounted for as investments in subsidiaries,
investments in joint ventures, investments in associates or
direct equities division investments.
In addition, certain investments cannot be agreed to
observable market data, in particular investments in the
associates, investments in joint ventures and the investments
held in share warrants. For these investments, management
has determined alternative approaches to ensure that these
are appropriately valued at the year end.
How the scope of our audit
addressed the key audit matter
Our procedures included:
• Agreeing a sample of the disposal of investments
during the year to supporting documentation. In our
testing we have agreed the date of disposal, associated
consideration and re-calculated the associated gain or
loss arising;
• Reviewing disposals either side of the year end
ensuring that the income has been appropriately
accounted for within the correct period.
Movements in fair value were also considered and
are discussed within ‘Measurement and valuation of
investments’ below.
We concluded that revenue was reasonably stated.
Our procedures included:
• For a sample of investments during the year,
considering the classification determined by
management which included consideration of their
structure, legal form, contractual agreement and any
other fact and circumstances available.
• Agreeing the year end value of a sample of
investments to observable data in order to verify
the carrying value of those investments. Where this
information cannot be agreed to observable market
data, we have discussed the assumptions determined
by management in assessing the value, challenging
where appropriate, as well as considering whether
there is any evidence investments may be impaired.
• Considering the adequacy of the disclosures made in
the financial statements over this as a significant area
of judgement.
We found the resulting estimate of the recoverable
amount of investments to be acceptable.
Metal Tiger plcAnnual Report & Accounts 2020 49
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.
Other information
The Directors are responsible for the other information
contained within the annual report. 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.
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 this gives rise to a material
misstatement in the financial statements themselves. 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 strategic report and the Directors’ 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
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
company, or returns adequate for our audit have not
been received from branches not visited by us; or
• the 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 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 company or to cease operations, or have no
realistic alternative but to do so.
Metal Tiger plcAnnual Report & Accounts 2020 50
INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF METAL TIGER PLC
FOR THE YEAR ENDED 31 DECEMBER 2020
These inherent limitations are particularly significant in
the case of misstatement resulting from fraud as this may
involve sophisticated schemes designed to avoid detection,
including deliberate failure to record transactions, collusion
or the provision of intentional misrepresentations.
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
55 Ludgate Hill
London
EC4M 7JW, UK
20 May 2021
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.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above,
to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures
are capable of detecting irregularities, including fraud is
detailed below:
We obtained an understanding of the legal and regulatory
frameworks within which the company operates, focusing
on those laws and regulations that have a direct effect on
the determination of material amounts and disclosures
in the financial statements. The laws and regulations we
considered in this context were the Companies Act 2006
and taxation legislation. Technical, or regulatory laws and
regulations which are inherent risks in extractive industries
are mitigated and managed by the Board and management
in conjunction with expert regulatory consultants in order
to monitor the latest regulations and planned changes to
the regulatory environment.
We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud,
to be the override of controls by management. Our audit
procedures to respond to these risks included enquiries
of management about their own identification and
assessment of the risks of irregularities, sample testing on
the posting of journals including validation to underlying
support and reviewing accounting estimates for biases.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some
material misstatements in the financial statements, even
though we have properly planned and performed our audit in
accordance with auditing standards. We are not responsible
for preventing non-compliance and cannot be expected to
detect non-compliance with all laws and regulations.
Metal Tiger plcAnnual Report & Accounts 2020 51
Sand cover at the Perrinvale Project
masks much of the geology
Metal Tiger plcAnnual Report & Accounts 2020 52
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2020
Sale of interests in exploration operations in Botswana
Profit/(Loss) on disposal of investments
Movement in fair value of fair value accounted equities
Share of post-tax losses of equity accounted associates
Share of post-tax losses of equity accounted joint ventures
Provision against cost of equity accounted joint ventures
Investment income
Other income
Net gain before administrative expenses
Administrative expenses
OPERATING PROFIT
Finance income
Finance costs
PROFIT FOR THE YEAR BEFORE TAXATION
Tax on profit/(loss) on ordinary activities
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION
OTHER COMPREHENSIVE INCOME
ITEMS WHICH MAY BE SUBSEQUENTLY RECLASSIFIED TO PROFIT OR LOSS:
Exchange differences on translation of foreign operations
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION IS ATTRIBUTABLE TO:
Owners of the Company
Non-controlling interests
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD IS ATTRIBUTABLE TO:
Owners of the Company
Non-controlling interests
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
EARNINGS PER SHARE
Basic earnings per share*
Fully diluted earnings per share*
Note
4
20
5
16
17
16
6
7
3,8
10
11
12
8
14
14
2020
£’000
-
745
3,056
-
(25)
(731)
648
3,638
7,331
(2,934)
4,397
74
(684)
3,787
-
3,787
183
3,970
3,787
-
3,787
3,970
(1)
3,969
2.48p
2.46p
2019
£’000
3,309
(43)
4,485
(5)
(22)
(473)
527
-
7,778
(3,380)
4,398
77
(3)
4,472
-
4,472
(109)
4,363
4,472
-
4,472
4,363
-
4,363
2.9p
2.9p
*The weighted average number of shares in issue and the earning per share for the year ended 31 December 2019 have been restated to
reflect the 1 for 10 share consolidation that took place on 30 June 2020.
All amounts relate to continuing activities.
The accompanying accounting policies and notes are an integral part of these financial statements.
Metal Tiger plcAnnual Report & Accounts 2020
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
AT 31 DECEMBER 2020
53
2020
Group
£’000
2020
Company
£’000
2019
Group
£’000
2019
Company
£’000
Note
NON CURRENT ASSETS
Intangible assets
Property, plant and equipment
Deferred tax asset
Investment in subsidiaries
Investment in associates
Investment in joint ventures
Other non-current asset investments
Royalties receivable
CURRENT ASSETS
Equity investments accounted for under fair value
Trade and other receivables
Amounts due from related parties
Cash and cash equivalents
CURRENT LIABILITIES
Trade and other payables
Amounts due to related parties
Loans and borrowings
NET CURRENT ASSETS
NON-CURRENT LIABILITIES
Loans and borrowings
Deferred tax liability
Contingent consideration
NET ASSETS
EQUITY
Share capital
Capital redemption reserve
Share premium account
Shares held for cancellation
Share based payment reserve
Warrant reserve
Translation reserve
Retained profits*
TOTAL SHAREHOLDERS’ FUNDS
Equity non-controlling interests
TOTAL EQUITY
12
15
16
17
18
19
20
21
29
22
23
29
24
24
12
25
26
26
26
26
27
21
-
-
-
3,198
9,126
4,866
17,238
-
-
-
564
-
3,198
9,127
4,866
17,755
29
6
-
-
-
2,800
5,584
1,236
9,655
-
-
-
564
-
2,800
5,584
1,236
10,184
20,768
20,768
18,029
18,029
574
-
458
332
3,285
430
21,800
24,815
326
306
52
684
294
306
-
600
21,116
24,215
7,051
-
117
7,168
34,802
153
4
12,831
-
2,257
5,476
-
14,081
7,051
-
117
7,168
31,186
153
4
12,831
-
2,257
5,476
(62)
10,436
31,095
91
498
-
5,007
23,534
1,598
148
54
1,800
21,734
4,331
-
121
4,452
26,937
156
-
13,079
(77)
2,004
5,509
(246)
6,420
258
3,149
4,968
26,404
1,557
148
-
1,705
24,699
4,331
-
121
4,452
30,431
156
-
13,079
(77)
2,004
5,509
-
9,760
30,431
-
34,802
26,845
-
92
31,186
34,802
26,937
30,431
Retained profits include the Company’s profit for the year after taxation of £4,092,000 (2019: £4,794,000).
These Financial Statements were approved by the Board of Directors on 20 May 2021
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.
Metal Tiger plcAnnual Report & Accounts 2020
54
CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(Loss) before taxation
Adjustments for:
Net profit on sale of exploration operations in Botswana
Loss on disposal of fair value accounted equities
Movement in fair value of investments
Share of post-tax losses of equity accounted associates
Share of post-tax losses of equity accounted joint ventures
Movement in provision against equity accounted joint ventures
Share based payment charge for year
Depreciation and amortisation
Other income
Investment income
Finance income
Finance costs
Operating cash flow before working capital changes
Decrease/(Increase) in trade and other receivables
Increase/(Decrease)/in trade and other payables
Increase in amounts due from subsidiaries
Unrealised foreign exchange gains and losses
Net cash outflow from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from current asset investment disposals
Purchase of intangible assets
Purchase of fixed assets
Purchase of investment in, and loans to, associates
Purchase of investment in, and loans to, joint ventures
Purchase of other fixed asset investments
Purchase of current asset investments
Costs relating to the disposal of exploration operations in Botswana
Investment income
Net cash outflow from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Share issue costs
Shares re-purchased
Loans drawn down
Loans paid
Interest paid
Net cash inflow from financing activities
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents brought forward
Effect of exchange rate changes
2020
Group
£’000
2020
Company
£’000
2019
Group
£’000
2019
Company
£’000
3,787
4,092
4,472
4,794
-
(745)
(3,056)
-
25
731
482
11
(3,638)
(648)
(74)
684
(2,441)
(84)
(1,272)
-
(38)
-
(3,309)
(3,309)
(745)
(3,056)
43
43
(4,485)
(4,485)
-
25
731
482
-
(3,638)
(662)
(74)
674
5
22
473
903
16
-
(527)
(77)
3
5
22
473
903
-
-
(527)
(72)
3
(2,170)
(2,461)
(2,150)
(73)
131
(136)
(229)
38
131
-
101
30
131
(406)
194
(3,835)
(3,875)
(2,191)
(2,201)
5,013
(5)
(22)
-
(982)
(228)
(7,219)
-
648
5,013
909
909
-
-
-
(982)
(228)
(7,219)
-
662
-
-
(214)
(1,258)
(158)
(1,174)
(24)
527
-
-
(214)
(1,258)
(158)
(1,174)
(24)
527
(2,795)
(2,754)
(1,392)
(1,392)
221
221
-
-
(423)
2,620
(245)
(91)
2,082
(4,548)
5,007
(1)
(423)
2,620
(245)
(82)
2,091
(4,538)
4,968
-
430
3,009
(236)
(77)
4,224
-
(190)
6,730
3,147
1,859
1
5,007
3,009
(236)
(77)
4,224
-
(190)
6,730
3,137
1,831
-
4,968
CASH AND CASH EQUIVALENTS CARRIED FORWARD
458
The accompanying accounting policies and notes are an integral part of these financial statements.
Metal Tiger plcAnnual Report & Accounts 2020
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
55
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Shares
held for
treasury
£’000
Share
based
payment
reserve
£’000
Warrant
reserve
£’000
Translation
reserve
£’000
Retained
profits
£’000
Total equity
shareholders’
funds
£’000
Non-
controlling
interests
£’000
Total
equity
£’000
BALANCE AT
1 JANUARY 2019
135
10,639
1,484
5,173
(137)
1,565
18,859
92 18,951
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Profit for the year ended
31 December 2019
Other comprehensive income
TOTAL
COMPREHENSIVE INCOME
Share issues
Warrant issues
Share issue expenses
Cost of share based payments
Transfer of reserves relating
to exercise and expiry of
options and warrants
Shares purchased
for cancellation
TOTAL CHANGES
DIRECTLY TO EQUITY
BALANCE AT
31 DECEMBER 2019
Profit for the year ended
31 December 2020
Other comprehensive income
TOTAL
COMPREHENSIVE INCOME
Share issues
Warrant issues
Share issue expenses
Cost of share based payments
Transfer of reserves relating
to exercise and expiry of
options and warrants
Shares purchased
for cancellation
TOTAL CHANGES
DIRECTLY TO EQUITY
BALANCE AT
31 DECEMBER 2020
-
-
-
21
-
-
-
-
-
-
-
-
3,012
(297)
(275)
-
-
-
21
2,440
156
13,079
-
-
-
252
-
-
-
-
-
-
-
1
-
-
-
-
(4)
(3)
(500)
4
(248)
4
-
-
-
-
-
-
-
-
-
(77)
(77)
-
-
-
-
-
-
903
(383)
-
-
-
-
-
297
39
-
-
-
520
336
4,472
(109)
4,363
3,033
-
(236)
903
-
(77)
-
-
-
-
-
-
-
-
4,472
(109)
4,363
3,033
-
(236)
903
-
-
(77)
-
4,472
(109)
-
(109)
4,472
-
-
-
-
383
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(77)
2,004
5,509
(245)
6,420
26,845
92 26,937
383
3,623
-
3,623
-
-
-
-
-
-
-
-
77
77
-
-
-
-
-
-
482
(229)
-
-
-
-
(33)
-
-
-
-
-
253
(33)
-
3,787
183
-
183
3,787
3,787
183
3,970
221
-
-
482
229
-
-
(423)
229
280
-
3,787
(1)
182
(1)
3,969
-
-
-
-
-
-
-
221
-
-
482
-
(423)
280
153
12,831
4
-
2,257
5,476
(62)
10,436
31,095
91 31,186
The accompanying accounting policies and notes are an integral part of these financial statements.
Metal Tiger plcAnnual Report & Accounts 2020 56
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Shares
held for
treasury
£’000
Share
based
payment
reserve
£’000
Warrant
reserve
£’000
Retained
profits
£’000
Total
equity
£’000
BALANCE AT 1 JANUARY 2019
135
10,639
Profit for the year and total
comprehensive income
for the year ended 31 December 2019
Share issues
Warrant issues
Share issue expenses
Cost of share based payments
Transfer of reserves relating to exercise
and expiry of options and warrants
Shares purchased for cancellation
TOTAL CHANGES DIRECTLY TO EQUITY
BALANCE AT 31 DECEMBER 2019
Profit for the year and total
comprehensive income
for the year ended 31 December 2020
Share issues
Warrant issues
Share issue expenses
Cost of share based payments
Transfer of reserves relating to exercise
and expiry of options and warrants
Shares purchased for cancellation
TOTAL CHANGES DIRECTLY TO EQUITY
-
21
-
-
-
-
-
-
3,012
(297)
(275)
-
-
-
21
156
2,440
13,079
-
1
-
-
-
-
(4)
(3)
-
252
-
-
-
-
(500)
(248)
BALANCE AT 31 DECEMBER 2020
153
12,831
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4
4
4
-
-
-
-
-
-
-
(77)
(77)
(77)
-
-
-
-
-
-
77
-
-
1,484
5,173
4,583
22,014
-
-
-
-
903
(383)
-
520
-
-
297
39
-
-
-
4,794
-
-
-
-
383
-
4,794
3,033
-
(236)
903
-
(77)
336
383
3,623
2,004
5,509
9,760
30,431
-
-
-
-
482
(229)
-
253
-
4,092
4,092
(33)
-
-
-
-
-
(33)
-
-
-
-
229
-
229
221
-
-
482
-
(423)
280
2,257
5,476
14,081
34,802
The accompanying accounting policies and notes are an integral part of these financial statements.
Metal Tiger plcAnnual Report & Accounts 2020 57
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
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 IFRSs became effective for the
financial year beginning on 1 January 2020:
• IAS 1 ‘Presentation of Financial Statements and IAS 8 Accounting
policies, changes in accounting Estimates and Errors
(Amendment -disclosure initiative- Definition of Material
• IFRS 3 ‘Business Combinations (Amendment – definition
of Business)’
• Conceptual framework for Financial Reporting (Revised)
• IBOR Reform and its Effects on Financial Reporting – phase 1
• Covid -19- Related Rent Concessions – Amendment to IFRS 16
The new standards and amendments to IFRS also had no
impact on the financial statements for neither the year ended
31 December 2020 nor the 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 Directors have prepared cash flow forecasts for a period of
at least 12 months from the date of approval of these financial
statements 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
and to recognize a contribution in equity as reflected in warrant
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
Investment 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 Assets
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 and circumstances.
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.
Metal Tiger plcAnnual Report & Accounts 2020 58
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
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 2020.
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 of the
Group 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 Company’s service lines which represent the
main products and services provided by the Company.
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.
Metal Tiger plcAnnual Report & Accounts 2020 59
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
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 reporting 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 entered into by Group companies, in a currency other
than the currency of the primary economic environment in which
they operate (their “functional currency”) are recorded at the rates
ruling when the transactions occur. Foreign currency monetary
assets and liabilities are translated at the rates ruling at the
reporting date. Exchange differences arising on the retranslation
of unsettled monetary assets and liabilities are recognised
immediately in profit or loss.
Exchange gains and losses arising on the retranslation of monetary
financial assets are treated as a separate component of the change
in fair value and recognised in profit or loss. Exchange gains and
losses on non-monetary OCI financial assets form part of the
overall gain or loss in OCI recognised in respect of that financial
instrument. Translation into presentation currency.
• Assets and liabilities for each financial reporting date
presented (including comparatives) are translated at the
closing rate of that financial reporting period.
• Income and expenses for each income statement (including
comparatives) is translated at exchange rates at the dates
of transactions.
• For practical reasons, the Company applies average exchange
rates for the period.
• All resulting changes are recognised as a separate component
of equity.
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 Company’s financial assets comprise investments held in
the Equity Investment 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 Investment
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.
• Equity items are translated at exchange rates at the dates
Contracts are assessed on a contract-by-contract basis.
of transactions.
INTANGIBLE ASSETS
Software Licences
Licences are 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
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 Investment
Segmental Assets”.
Metal Tiger plcAnnual Report & Accounts 2020 60
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
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
Statement of Financial Position is based on the quoted bid price
at the reporting 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 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 Company’s financial liabilities comprise trade and other
payables. Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the 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 advisors. 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.
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 advisors 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 payments for options which are outstanding;
“Warrant reserve” representing the outstanding cost of warrants
issued in connection with share capital issues; and
“Retained profits” representing retained profits.
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 and then cancelled in the year (see note 26).
Metal Tiger plcAnnual Report & Accounts 2020 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
3. SEGMENTAL INFORMATION
OPERATING SEGMENTS
Year ended 31 December 2020
Group
COMPREHENSIVE INCOME
Net gain on investments
Intercompany sales
Other income
Administrative expenses
Net finance income/expense
Gain/(loss) for the year before taxation
Taxation
Gain/(loss) for the year after taxation
FINANCIAL POSITION
Intangible assets
Property, plant and equipment
Investment in associates
Investment in joint ventures
Other fixed asset investments
Royalties receivable
Total non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
Equity
Investments
£’000
Project
Investments
£’000
Central
costs
£’000
Inter-
company
£’000
4,449
-
-
(539)
(3)
3,907
-
3,907
-
-
-
-
9,019
-
9,019
20,324
-
-
29,343
(742)
73
3,638
(539)
(202)
2,228
-
(14)
-
-
(1,929)
(405)
(2,348)
-
2,228
(2,348)
27
21
-
3,198
-
4,866
8,112
3,579
(3,679)
-
8,012
-
-
-
-
107
-
107
1,182
(290)
(7,168)
(6,169)
-
(73)
-
73
-
-
-
-
-
-
-
-
-
-
-
(3,285)
3,285
-
-
61
Total
£’000
3,693
-
3,638
(2,934)
(610)
3,787
-
3,787
27
21
-
3,198
9,126
4,866
17,238
21,800
(684)
(7,168)
31,186
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 and in 2019 also Thailand. 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.
Metal Tiger plcAnnual Report & Accounts 2020 62
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
3. SEGMENTAL INFORMATION (continued)
OPERATING SEGMENTS (continued)
Year ended 31 December 2019
Group
COMPREHENSIVE INCOME
Net gain on investments
Intercompany sales
Administrative expenses
Net finance income/expense
Gain/(loss) for the year before taxation
Taxation
Equity
Investments
£’000
Project
Investments
£’000
Central
costs
£’000
Inter-
company
£’000
4,969
-
(783)
(13)
4,173
-
2,809
84
(730)
46
2,209
-
-
-
(1,951)
41
(1,910)
-
Gain/(loss) for the year after taxation
4,173
2,209
(1,910)
FINANCIAL POSITION
Intangible assets
Property, plant and equipment
Investment in associates
Investment in joint ventures
Other fixed asset investments
Royalties receivable
Total non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
-
-
-
-
5,414
-
5,414
18,035
(1,300)
-
22,149
29
6
-
2,800
-
1,236
4,071
3,430
(3,446)
(121)
3,934
-
-
-
-
170
-
170
5,218
(203)
(4,331)
854
Total
£’000
7,778
-
(3,380)
74
4,472
-
4,472
29
6
-
2,800
5,584
1,236
9,655
23,534
(1,800)
(4,452)
26,937
-
(84)
84
-
-
-
-
-
-
-
-
-
-
-
(3,149)
3,149
-
-
Metal Tiger plcAnnual Report & Accounts 2020 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
3. SEGMENTAL INFORMATION (continued)
GEOGRAPHICAL SEGMENTS
Year ended 31 December 2020
Group
COMPREHENSIVE INCOME
Net (loss)/gain on investments
Intercompany sales
Other income
Administrative expenses
Net finance income/expense
Gain/(loss) for the year before taxation
Taxation
Gain/(loss) for the year after taxation
FINANCIAL POSITION
Intangible assets
Property, plant and equipment
Investment in associates
Investment in joint ventures
Other fixed asset investments
Royalties receivable
Total non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
UK
£’000
EMEA
£’000
Asia-
Pacific
£’000
Australasia
£’000
Americas
£’000
Inter-
company
£’000
1,941
984
1,485
(30)
-
(2,471)
(430)
(1,446)
-
(1,446)
-
-
-
-
107
-
107
1,098
(290)
-
915
(717)
-
3,638
(13)
5
2,913
-
2,913
-
-
-
3,198
-
4,866
8,064
5
(306)
-
7,763
-
103
-
(306)
(146)
(349)
-
(349)
27
21
-
-
-
-
48
3,595
(3,373)
(117)
153
-
-
(217)
(39)
1,685
-
1,685
-
-
-
-
9,019
-
9,019
18,370
-
(7,051)
20,338
-
-
-
-
984
-
984
-
-
-
-
-
-
-
-
(73)
-
73
-
-
-
-
-
-
-
-
-
-
-
2,017
-
-
2,017
(3,285)
3,285
-
-
63
Total
£’000
3,693
-
3,638
(2,934)
(610)
3,787
-
3,787
27
21
-
3,198
9,126
4,866
17,238
21,800
(684)
(7,168)
31,186
Metal Tiger plcAnnual Report & Accounts 2020 64
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
3. SEGMENTAL INFORMATION (continued)
GEOGRAPHICAL SEGMENTS (continued)
Year ended 31 December 2019
Group
COMPREHENSIVE INCOME
Net (loss)/gain on investments
Intercompany sales
Administrative expenses
Net finance income/expense
UK
£’000
EMEA
£’000
Asia-
Pacific
£’000
Australasia
£’000
Americas
£’000
Inter-
company
£’000
(642)
(5)
(2,782)
-
2,809
-
(14)
(29)
5,723
(112)
Total
£’000
7,778
-
(3,380)
74
4,472
-
4,472
29
6
-
2,800
5,584
1,236
9,655
-
(84)
84
-
-
-
-
-
-
-
-
-
-
-
-
89
(495)
124
(282)
-
(282)
29
6
-
731
-
-
766
3,432
-
-
(122)
(39)
5,562
-
5,562
-
-
-
-
5,477
-
5,477
20,862
(1,278)
(4,331)
-
(51)
18
(145)
-
(145)
-
-
-
-
-
-
-
-
-
(148)
(3,288)
673
(3,149)
23,534
3,149
-
-
(1,800)
(4,452)
26,937
910
20,730
673
(Loss)/gain for the year before taxation
(3,429)
2,766
Taxation
-
-
(Loss)/gain for the year after taxation
(3,429)
2,766
FINANCIAL POSITION
Intangible assets
Property, plant and equipment
Investment in associates
Investment in joint ventures
Other fixed asset investments
Royalties receivable
Total non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
-
-
-
-
107
-
107
1,716
(235)
(121)
1,467
-
-
-
2,069
-
1,236
3,305
-
-
3,157
Metal Tiger plcAnnual Report & Accounts 2020 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
4. SALE OF INTERESTS IN EXPLORATION OPERATIONS IN BOTSWANA
Equity interest acquired
Options acquired
Royalty rights acquired
Sale proceeds
Book value of net assets sold
Direct costs of sale
Costs attributable to sale
Profit on sale
Year ended 31 December 2020
65
2019
£’000
5,254
-
-
5,254
1,921
24
1,945
3,309
2020
£’000
-
-
-
-
-
-
-
-
The royalties acquired in the year ended 31 December 2018 (see below for details) have been revalued at 31 December 2020 on a discounted
cash flow basis assuming a 10% discount rate and recovery in the fourth Quarter of 2022.
Pursuant to the various market announcements by Sandfire, inter alia and more directly to the announcements released on 1 December 2020
when the A4 Maiden Resource was released to the market, which has enabled the Group to assign an initial measurement and subsequent
recognition of the royalty over the A4 deposit. This announcement was released more than one year after the close of the sale as more fully
detailed below, and as such, the initial recognition and value assigned to the royalty is not deemed as part of the sale transaction referred to
below and note 19.
Year ended 31 December 2019
On 25 June 2019 Sandfire Resources NL (now Sandfire Resources Limited) (“Sandfire”) entered into a scheme 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 2020 on a discounted
cash flow basis assuming a 10% discount rate and recovery in the first Quarter of 2022.
Metal Tiger plcAnnual Report & Accounts 2020 66
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
5. MOVEMENT IN FAIR VALUE OF FAIR VALUE ACCOUNTED EQUITIES
Change in fair value of non-current asset investments (note 18)
Change in fair value of current asset investments (note 20)
6. INVESTMENT INCOME
Investment income comprises dividends received.
7. OTHER INCOME
Initial recognition of the A4 Dome uncapped net royalty receivable (note 19)
8. OPERATING PROFIT
Profit from operations is arrived at after charging:
Wages and salaries (see note 9)
Share based payment expense – options
Amortisation of intangible assets
Depreciation
During the year the Group obtained the following services from the Company’s auditor:
Fees payable to the Company’s auditor for:
the audit of the Group’s financial statements
tax services
other assurance services
2020
£’000
(1,058)
4,114
3,056
2019
£’000
(899)
5,384
4,485
2020
£’000
3,638
2019
£’000
-
2020
£’000
2019
£’000
1,274
482
4
7
1,245
903
4
12
2020
£’000
2019
£’000
47
10
6
47
16
1
Metal Tiger plcAnnual Report & Accounts 2020
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
9. EMPLOYEE AND DIRECTORS’ REMUNERATION
The expense recognised for employee benefits for continuing operations is analysed below:
Short term employee benefits (including Directors)
Pension costs
Social security costs
Share based remuneration
DIRECTORS’ REMUNERATION
Remuneration
Consultancy fees
Bonuses
Other benefits
Share based remuneration
Social security costs
67
2019
£’000
1,133
4
108
1,245
903
2,148
2019
£’000
409
40
315
11
775
781
1,556
77
1,633
2020
£’000
1,147
3
124
1,274
474
1,748
2020
£’000
476
65
232
10
783
352
1,135
84
1,219
Details of Directors’ employment benefits expense are as follows:
Name of Director
Charles Hall
Michael McNeilly
Mark Potter
Terry Grammer
Neville Bergin
David Wargo
Remuneration
£ ‘000
Consultancy
fees
£’000
Bonuses
£’000
Pension
costs
£’000
Other
benefits
£’000
Total
2020
£’000
Total
2019
£’000
95
187
150
-
35
9
476
-
-
-
65
-
-
65
25
150
50
-
7
-
232
-
-
-
-
-
-
-
3
2
5
-
-
-
10
123
339
205
65
42
9
783
82
333
210
110
40
-
775
Details of share options and warrants granted to Directors during the year are given in note 27.
Average number of persons employed during the year:
Project Investment operations
Office and management
Key management are the Directors of the Company.
2020
Number
2019
Number
4
10
14
4
9
13
Metal Tiger plcAnnual Report & Accounts 2020 68
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
10. FINANCE INCOME
Bank interest
Amortisation of discount on royalty’s receivable (see note 4)
Change in value of derivatives held for financing
Foreign exchange gains
11. FINANCE COSTS
Bank interest
Foreign exchange losses
12. TAXATION
Current tax on income for the year
Deferred tax
Total tax charge for the year
2020
£’000
2019
£’000
1
27
46
-
74
2020
£’000
91
593
684
1
3
11
62
77
2019
£’000
3
-
3
2020
£’000
2019
£’000
-
-
-
-
-
-
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:
Factors affecting the tax charge
Profit/(loss) before tax
Profit before tax multiplied by rate of corporation tax in the UK of 19%
(2019: 19%)
Overseas profits/losses taxed at different rates
Changes in rate at which deferred tax is provided
Chargeable gains arising
Income not chargeable to tax
Expenses not allowable for tax
Other permanent timing differences
Deferred tax gains and losses not recognised
Total tax
2020
£’000
2019
£’000
3,787
4,472
(719)
(3)
106
(64)
595
(150)
6
229
-
(850)
(17)
58
-
656
(277)
1
429
-
Metal Tiger plcAnnual Report & Accounts 2020 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
12. TAXATION (continued)
Movements in deferred tax assets and liabilities during the year and the amounts outstanding at the year end are as follows:
69
Deferred tax asset/(liability)
At 1 January 2019
Year ended 31 December 2019:
Credit for the year
At 31 December 2019
Year ended 31 December 2020:
At 31 December 2020
Assets
£’000
Liabilities
£’000
Net
£’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
No deferred tax asset or liability is provided at 31 December 2020 owing to the availability of losses carried forward and the uncertainty of the
timing of future profits. As at 31 December 2020 the Group has unprovided tax losses carried forward of approximately £1,300,000 (2019:
£1,500,000) of which £667,000 relate to subsidiaries in Thailand and expire over the period to 31 December 2025 (2019: £500,000 over the
period to 31 December 2024).
13. PROFIT 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.
14. EARNINGS PER SHARE
The basic earnings per share is based on the profit 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.
Earnings attributable to equity holders of the Company:
Continuing and total operations
Weighted average number of ordinary shares in issue for basic earnings
Weighted average of exercisable share options and warrants
Weighted average number of ordinary shares in issue for fully diluted earnings
2020
£’000
2019
£’000
3,787
4,472
No of shares
No of shares
152,736,655
1,523,668,005
962,996
-
153,699,651
1,523,668,005
Of the warrants outstanding on the 31 December 2020, 962,996, were deemed to be dilutive as the average market price of ordinary shares
during the year exceeded the exercise price of the said warrants. No other options and or warrants in issue were deemed dilutive.
No share options and warrants outstanding at 31 December 2019 were dilutive as the average market price of ordinary shares during the year
was below the exercise price of the share options and warrants in issue.
Earnings per ordinary share - basic:
Continuing and total operations
Earnings per ordinary share - fully diluted:
Continuing and total operations
*restated for the 1 for 10 share consolidation in 2020
2020
Pence per
share
2019
Pence per
share
2.48p
2.9p*
2.46p
2.9p*
Metal Tiger plcAnnual Report & Accounts 2020 70
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
15. 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.
Name
KEMCO Mining plc*
(non-trading)
Metal Tiger Australia Pty Limited*
(non-trading)
Metal Tiger Exploration
and Mining Co. Ltd
Metal Tiger IHQ Co. Ltd.*
Metal Group Co. Ltd.
Metal Tiger Resources Co. Ltd.
* Directly owned by the Company.
Registered office
Weston Farm House
Weston Down Lane
Hampshire SO21 3AG
UK
Level 2
267 St Georges Terrace
West Perth
WA 6000
Australia
75/32 Richmond
Office Building
12th Floor
Soi Sukhumvit 26
Sukhumvit Road
Klongton
Klongtoey
Bangkok 10110, Thailand
INVESTMENT IN SUBSIDIARY UNDERTAKINGS
Company
At 1 January
Increase in capital
At 31 December
Country of
incorporation
or registration
Effective
dividend
rights held
Type of
shares held
Proportion of
voting rights
and ordinary
share capital held
England
and Wales
100%
Ordinary
100%
Australia
100%
Ordinary
100%
Thailand
100%
100%
99%
Ordinary
Preference
Ordinary
Ordinary
100%
Ordinary
49%
100%
100%
49%
88%
2020
£’000
564
-
564
2019
£’000
536
28
564
Metal Tiger plcAnnual Report & Accounts 2020 71
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
16. 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 comparative year as set out in note 4:
Name
Held directly:
Metal Capital Exploration Limited*
Registered office
Country of
incorporation
or registration
Proportion of voting
rights and ordinary
share capital held
Eversheds House
70 Great Bridgewater Street,
Manchester, M1 5ES
England
and Wales
30%
Held indirectly through Metal Capital Exploration Limited:
Tshukudu Exploration
Botswana (Pty) Limited
Plot 64518 Fairground
Gaborone, Botswana
Botswana
30%
Group and Company
At 1 January 2019
Additions in the year
Share of comprehensive losses
Disposals (see note 4)
Translation differences
At 31 December 2019
At 31 December 2020
Cost of investment
£’000
Loan advances
£’000
1,426
45
(5)
(1,466)
-
-
-
242
169
-
(455)
44
-
-
Nature of
business
Mineral
exploration
Mineral
exploration
Total
£’000
1,668
214
(5)
(1,921)
44
-
-
The changes in investments in associated companies held by Metal Tiger during 2019 and 2020 are explained in note 4 and all relate to Metal
Capital Exploration Limited.
The consolidated results and net assets of Metal Capital Exploration Limited were as follows:
Revenue
Operating costs
Finance expense
Loss before taxation
Tax on loss on ordinary activities
Loss for the year
Non-current assets
Current assets
Current liabilities
Net assets
2020
£’000
-
-
-
-
-
-
2020
£’000
-
-
-
-
2019
£’000
-
(18)
-
(18)
-
(18)
2018
£’000
4,957
286
(809)
4,434
Metal Tiger plcAnnual Report & Accounts 2020 72
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
17. 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 venture
Held directly:
Boh Yai Mining Company Ltd.
Kalahari Metals Limited
Registered office
89/2 Soi Rajvithee
2 Rajvithee Road
Kwaeng Samsen Nai
Khet Payathai
Bangkok 10400
Thailand
25-29 Maddox Street
London W1S 2PP U.K.
Country of
incorporation
or registration
Principal
place of
business
Thailand
Thailand
Proportion of ownership interest
and voting rights held by the
Group/Company
31 December
2020
31 December
2019
-%*
Option to
acquire 80%
UK
UK
62.2% / 50%**
59.8% / 50%**
* 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. This investment has been written off in the year ended 31 December 2020.
** Kalahari Metals Limited is regarded as a joint venture as a shareholder agreement precludes Metal Tiger from exercising control over the
company accordingly its voting rights are effectively limited to 50%.
Group and Company
At 1 January 2019
Additions in the year
Share of losses
Write-off of investment
Provisions
At 31 December 2019
Additions in the year
Share of losses
Write-off of investment
Translation differences
At 31 December 2020
Cost of investment
£’000
Loan advances
£’000
1,824
1,258
(22)
(260)
-
2,800
1,151
(25)
(731)
3
3,198
225
-
-
(213)
(12)
-
-
-
-
-
-
Total
£’000
2,049
1,258
(22)
(473)
(12)
2,800
1,151
(25)
(731)
3
3,198
The fair value of investments in joint ventures at the yearend is considered by the Directors not to be materially different to the carrying amounts.
Boh Yai
At 1 January 2019
Additions
At 31 December 2019
Write-off of investment
At 31 December 2019
Cost of investment
£’000
Loan advances
£’000
731
-
731
(731)
-
-
-
-
-
-
Total
£’000
731
-
731
(731)
-
During the 2020 year the agreement with respect to Boh Yai joint venture was terminated and the investment was written-off in full.
Metal Tiger plcAnnual Report & Accounts 2020
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
17. INVESTMENT IN JOINT VENTURES (continued)
Kalahari Metals Limited
At 1 January 2019
Additions in the year
Share of comprehensive losses
At 31 December 2019
Additions in the year
Share of comprehensive losses
Share of comprehensive losses
At 31 December 2020
The consolidated results and net assets of Kalahari Metals Limited were as follows:
Revenue
Operating costs
Finance income/(expense)
Loss before taxation
Tax on loss on ordinary activities
Loss for the year
Non-current assets
Current assets
Current liabilities
Net assets
Cost of investment
£’000
Loan advances
£’000
833
1,258
(22)
2,069
1,151
(25)
3
3,198
-
-
-
-
-
-
-
2020
£’000
-
(53)
13
(40)
-
(40)
2020
£’000
3,387
308
(64)
3,631
73
Total
£’000
833
1,258
(22)
2,069
1,151
(25)
3
3,198
2019
£’000
-
(63)
22
(41)
-
(41)
2019
£’000
1,928
150
(79)
1,999
Metal Tiger plcAnnual Report & Accounts 2020 74
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
18. OTHER NON-CURRENT ASSET INVESTMENTS
Year ended 31 December 2020
Group and Company
At 1 January – at fair value
Transfer from current assets
Acquisition
Movement in fair value
At 31 December – at fair value
Categorised as:
Level 1- Quoted investments
Level 3 – Unquoted investments - Equity
Year ended 31 December 2019
Group and Company
At 1 January – at fair value
Transfer from current assets
Acquisition
Movement in fair value
At 31 December – at fair value
Categorised as:
Level 1- Quoted investments
Level 3 – Unquoted investments - Equity
Equity
investments
£’000
Derivatives
£’000
Other fixed asset
investments
£’000
5,307
4,326
-
(1,058)
8,575
8,575
-
8,575
170
-
228
46
444
-
444
444
107
-
-
-
107
-
107
107
Equity
investments
£’000
Derivatives
£’000
Other fixed asset
investments
£’000
-
6,206
-
(899)
5,307
5,307
-
5,307
-
-
158
12
170
-
170
170
107
-
-
-
107
-
107
107
Total
£’000
5,584
4,326
228
(1,012)
9,126
8,575
551
9,126
Total
£’000
107
6,206
158
(887)
5,584
5,307
277
5,584
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.
Metal Tiger plcAnnual Report & Accounts 2020
75
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
18. OTHER NON-CURRENT ASSET INVESTMENTS (continued)
EQUITY INVESTMENTS
The investment held as non-current asset investments comprises 2,842,667 (2019:1,675,125) ordinary shares in the capital of Sandfire Resources
NL (“Sandfire”) which is traded on the Australian ASX market. This investment is held as security, via a stock lending arrangement, for the
Group’s bank loans with maturity dates ranging from 16 December 2022 and 8 December 2023 (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 arrangements for the Group’s bank loan, the Company has entered a put/call arrangement whereby it has:
(a) obtained the right (but not the obligation) to sell 2,842,667 Sandfire shares to the lender at the expiry of the loan on 16 December 2022
at 80% of the reference price, reference prices for the respective arrangements range between A$4.10 and A$6.10, with the weighted
average reference price being A$5.70 (subject to customary adjustments) (the “”Reference Price”), and
(b) granted the lender the right (but not the obligation) to buy 2,842,667 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 the time.
The derivative has been recorded initially at cost and revalued by the lending bank at the yearend by reference to Level 3 data under the IFRS13
fair value hierarchy.
OTHER NON-CURRENT ASSET INVESTMENTS
Other non-current fixed asset investments comprise an investment in Sita Capital Partners LLP, an asset management partnership which is not
held for short term. Mr Mark Potter, a director of the Company, is the controlling partner of Sita Capital Partners LLP.
19. ROYALTIES RECEIVABLE
Group and Company
At 1 January 2019
Acquisitions in the year
Amortisation of discount on acquisition
Translation differences
At 31 December 2019
Acquisitions in the year (see note below)
Amortisation of discount on acquisition
Translation differences
At 31 December 2020
T3
£’000
1,285
-
3
(52)
1,236
-
27
(35)
1,228
A4
£’000
-
-
-
-
-
3,638
-
-
3,638
Total
£’000
1,285
-
3
(52)
1,236
3,638
27
(35)
4,866
The royalties receivable relates to those attributable to the T3 project in Botswana previously owned in the Metal Capital Ltd joint venture
sold to MOD in 2018. The A4 royalty acquired because of the sale of Metal Capital Exploration in 2019 has been recognized during the 2020
Financial year as detailed in note 4 to the financial statements.
Metal Tiger plcAnnual Report & Accounts 2020
76
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
19. ROYALTIES RECEIVABLE (continued)
The following table illustrates the key considerations and assumptions the Group considered in determining the value of the royalty by
using the net present value of the cash flows expected from the royalty as discounted, the key considerations included (see note 4:)
2020
£’000
2019
£’000
Resource size
Resource Grade
Copper Price
Mining recovery rate
Concentrate recovery
Cash flow commencement date, in equal parts over the duration
Discount rate
MT
6,500,000
Copper
US$/MT
Copper
Copper
1.54%
US$6,967
92.1%
92.2%
1st Qrt. 2023
10%
The following table illustrates the sensitivity of the net value of the A4 royalty, to changes to the material valuation components:
CHANGE IN EQUITY
5% Increase in Resource size
5% Decrease in Resource size
5% Increase in medium term copper price
5% Decrease in medium term copper price
Cash flow commencement date 1 year earlier
Cash flow commencement date 1 year later
2020
£’000
182
(182)
192
(192)
364
(364)
-
-
-
-
-
-
-
2019
£’000
-
-
-
-
-
-
Metal Tiger plcAnnual Report & Accounts 2020 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
20. CURRENT ASSET INVESTMENTS
At 1 January – investments at fair value
Acquisitions
Disposal proceeds
Transfer to non-current assets
Gain/(Loss) on disposal of investments
Movement in fair value of investments
At 31 December – investments at fair value
Categorised as:
Level 1 - Quoted investments
Level 3 - Unquoted investments - equity
Level 3 - Unquoted investments - share warrants
77
2020
Group and
Company
£’000
2019
Group and
Company
£’000
18,029
7,219
(5,013)
(4,326)
745
4,114
20,768
19,817
241
710
20,768
12,079
7,724
(909)
(6,206)
(43)
5,384
18,029
17,375
549
105
18,029
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 18.
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:
At 1 January
Purchases
Transfer to Level 1
Disposal proceeds
Warrants exercised
Loss on disposal of investments
Movement in fair value
At 31 December
2020
Group and
Company
£’000
2019
Group and
Company
£’000
654
613
(443)
(245)
(83)
(140)
595
951
719
106
-
-
-
(53)
(118)
654
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 79% and 201% depending on the investment (2019: 70% to 230%). A 20% increase in the volatility
estimate would result in a £98,000 increase in the fair value (2019: £22,000) and a 20% decrease would result in a £106,000 decrease in fair
value (2019: £42,000).
Metal Tiger plcAnnual Report & Accounts 2020 78
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
21. TRADE AND OTHER RECEIVABLES
Tax and social security
Other receivables
Prepayments and accrued income
2020
Group
£’000
173
45
356
574
2020
Company
£’000
-
27
305
332
2019
Group
£’000
173
29
296
498
2019
Company
£’000
-
14
244
258
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.
22. CASH AND CASH EQUIVALENTS
Cash at investment brokers
Cash at bank
2020
Group
£’000
110
348
458
2020
Company
£’000
110
320
430
2019
Group
£’000
82
4,925
5,007
2019
Company
£’000
82
4,886
4,968
The fair value of cash and cash equivalents is considered by the Directors not to be materially different to carrying amounts.
23. TRADE AND OTHER PAYABLES
Trade payables
Tax and social security
Other payables
Accrued charges
2020
Group
£’000
2020
Company
£’000
55
38
43
190
326
55
38
30
171
294
2019
Group
£’000
1,347
68
38
145
1,598
2019
Company
£’000
1,347
58
28
124
1,557
There were £0 (2019: £’000 1.272) unsettled equity investments on 31 December 2020 included in Trade payables for the Group and Company.
The fair value of trade and other payables is considered by the Directors not to be materially different to carrying amounts.
24. LOANS AND BORROWINGS
Current liabilities
Non-current liabilities
CURRENT LIABILITIES
At 1 January
Translation differences
At 31 December
The loan is non-interest-bearing and is repayable on demand.
2020
Group
£’000
52
7,051
7,103
2020
Group
£’000
54
(2)
52
2020
Company
£’000
-
7,051
7,051
2020
Company
£’000
-
-
-
2019
Group
£’000
54
4,331
4,385
2019
Group
£’000
52
2
54
2019
Company
£’000
-
4,331
4,331
2019
Company
£’000
-
-
-
Metal Tiger plcAnnual Report & Accounts 2020 79
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
24. LOANS AND BORROWINGS (continued)
NON-CURRENT LIABILITIES – BANK LOAN
At 1 January
Net cash flows from financing activities
Drawn down in the year
Repayments in the period
Translation differences*
At 31 December
*non - cash flow
2020
Group
£’000
4,331
2,375
2,620
(245)
345
7,051
2020
Company
£’000
4,331
2,375
2,620
(245)
345
7,051
2019
Group
£’000
-
4,224
4,224
-
107
4,331
2019
Company
£’000
-
4,224
4,224
-
107
4,331
The Company has secured loans in aggregate of A$12,957,581, 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 18. The loans are repayable in tranches commencing
16 December 2022 through to 8 December 2023.
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 March 2021 is less than A$20 million, the Company will be required to pay a commitment fee to the lender, with the maximum
fee so payable amounting to A$74,916. At 31 December 2020 the fair market value of 3,454,323 (2019: 4,621,865) Sandfire shares currently
available and uncharged and included within Equity Investments segmental current assets was £10,418,000 (2019: £14,644,000).
25. 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.
26. SHARE CAPITAL
CALLED UP, ISSUED AND FULLY PAID
At 1 January 2019
Share issues
Warrant reserve release
Share issue expenses
At 31 December 2019
Share issues
Warrant exercised
Capital reduction
Share consolidation
At 31 December 2020
Number of
ordinary shares
1,349,956,065
209,216,232
-
-
1,559,172,297
3
1,103,964
(37,095,690)
(1,369,868,949)
153,311,625
Share
capital
£’000
Capital
Redemption
£’000
Share
premium
£’000
135
21
-
-
156
-
1
(4)
-
153
-
-
-
-
-
-
-
4
-
4
10,639
3,012
(297)
(275)
13,079
-
252
(500)
-
12,831
Metal Tiger plcAnnual Report & Accounts 2020 80
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
26. SHARE CAPITAL (continued)
SHARE ISSUES
On 30 June 2020, pursuant to a resolution at its Annual General Meeting, the Company issued a further 3 ordinary shares to increase the
capital to 1,522,076,610 ordinary shares of 0.01p and carried out a 1 for 10 share consolidation resulting in 152,207,661 ordinary shares of 0.1p in
issue at the period end.
The following issues of ordinary shares of 0.01p took place in the 2019 financial year:
Date
11 February 2019
11 March 2019
Placing
Placing
Total issued for cash
Various dates
For remuneration, professional and other
fees and the acquisition of investments
*Average price.
Details of warrants issued with the placing are given in note 27.
Issue price*
(p)*
Number
issued
Amount gross
£’000
1.450*
1.450*
1.422*
70,010,345
137,162,552
207,172,897
2,043,335
209,216,232
1,015
1,989
3,004
29
3,033
SHARE BUY-BACKS
During the year, the Company repurchased a further 31,379,310 (2019: 5,716,380) ordinary shares at a total cost of £423,000 (2019:
£77,000) under a general authority and in pursuance to the announced buy-back programme. All the share repurchases were cancelled
on 17 January 2020.
27. SHARE OPTIONS AND WARRANTS
SHARE OPTIONS
At 1 January
Issued in year
Cancelled or expired in year
Consolidation
At 31 December
Exercisable at 31 December
Average life remaining at 31 December
2020
2019
Number
134,500,000
4,700,000
(2,600,000)
(121,050,000)
15,550,000
12,874,194
2.96 years
Weighted average
exercise price
(p)
43.6
27.5
30.9
-
40.93
43.72
-
Number
160,200,000
-
(25,700,000)
-
134,500,000
134,500,000
3.65 years
Weighted average
exercise price
(p)
4.03
-
2.29
-
4.36
4.36
-
The following options were issued/amended under the Company’s share option schemes during the year.
Tranche A1
New awards
Tranche A2
New awards
Tranche A3
New awards
Tranche B
New awards
Extension 1
Extension
Extension 2
Extension
Grant/Extension date
1 October 2020 1 October 2020 1 October 2020 1 October 2020 1 October 2020 1 October 2020
Vesting date/market facing hurdle
Over 4 years
Share price at date of grant
Exercise price per share
23.5p
27.5p
45p*
23.5p
27.5p
60p*
23.5p
27.5p
On issue
On issue
On issue
23.5p
27.5p
23.5p
60.0p
23.5p
45.0p
No. of options
Risk free rate
Expected volatility
Life of option
1,120,000
840,000
840,000
1,900,000
2,100,000
4,500,000
0%
84%
0%
84%
0%
84%
0%
65%
0%
77%
0%
68%
7.75 years
7.75 years
7.75 years
2.75 years
4.64 years
3.80 years
Calculated fair value per share
17.25p
17.19p
17.27p
8.55p
7.40p
2.30p
*Barriers will cut in when the share price has been at or above the barrier price on average over the previous 10 days.
Metal Tiger plcAnnual Report & Accounts 2020 81
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
27. SHARE OPTIONS AND WARRANTS (continued)
Options outstanding to Directors at 31 December 2020 are as follows:
Current Directors at the year end:
Charles Hall
Michael McNeilly
Mark Potter
Neville Bergin
David Wargo
Exercise price
(p)
At 1 January
Number
Granted/(Cancelled or Expired)
Number
At 31 December
Number
35
45
60
27.5
20
30
35
45
60
27.5
30
35
45
60
27.5
35
45
27.5
27.5
300,000
450,000
500,000
-
200,000
750,000
1,000,000
1,500,000
1,000,000
-
100,000
1,000,000
1,500,000
400,000
-
200,000
300,000
-
-
9,000,000
-
-
-
200,000
(200,000)
(750,000)
-
-
-
1,000,000
(100,000)
-
-
-
600,000
-
-
200,000
200,000
300,000
450,000
500,000
200,000
-
750,000
1,000,000
1,500,000
1,000,000
1,000,000
-
1,000,000
1,500,000
400,000
600,000
200,000
300,000
200,000
200,000
1,350,000
10,350,000
The total share based payment expense recognised in the income statement for the year ended 31 December 2020 in respect of options
granted was £482,000 (2019: £903,000).
Terry Grammer ceased to be a director during the year and at year end he held 900,000 share options all of which are exercisable by his estate.
PLACING WARRANTS
At 1 January
Issued in year (see below)
Exercised in year
Expired in year
Consolidation
At 31 December
Exercisable at 31 December
Average life remaining at 31 December
2020
2019
Number
523,004,274
-
(1,103,967)
-
(470,703,874)
51,196,433
51,196,433
Weighted average
exercise price
(p)
45.97
-
20
-
-
45.324
45.324
0.77 years
Number
463,597,810
113,216,408
-
(53,809,944)
523,004,274
523,004,274
Weighted average
exercise price
(p)
4.660
1.953
-
0.000
4.597
4.597
1.74 years
In addition, up to 485,000 Secondary Warrants are potentially issuable on a one for one basis to existing holders of Brokers’ Warrants when
certain existing warrants (themselves exercisable on or before 27 April 2022) are exercised. These warrants will have, on issue, an exercise
price of 60p 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.
Metal Tiger plcAnnual Report & Accounts 2020 82
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
27. SHARE OPTIONS AND WARRANTS (continued)
There were no warrants issued during the financial year. The warrants issued during 2019 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:
Grant date
Share price at date of grant
Exercise price per share
No. of warrants granted
Risk free rate
Expected volatility
Life of warrant
Calculated fair value per share warrant
28. FINANCIAL INSTRUMENTS
Placing warrants
Placing warrants
Warrants for
advisory services
18 February 2019
10 March 2019
10 March 2019
12.25p
20.00p
13.00p
20.00p
3,500,517
6,858,127
1%
64%
2 years
2.54p
1%
62%
2 years
2.81p
13.00p
14.50p
962,996
1%
62%
2 years
40.6p
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 18 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 24).
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 reporting date, as follows:
Trade and other receivables
Cash and cash equivalents
2020
£’000
44
458
502
2019
£’000
29
5,007
5,036
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 (2019: 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.
Metal Tiger plcAnnual Report & Accounts 2020 83
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
28. FINANCIAL INSTRUMENTS (continued)
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. The market in small capitalised companies may at times prove to have
pockets of illiquidity, particularly at times when the markets are distressed which is somewhat mitigated by the diversity of the portfolio.
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:
Trade and other payables due in 6 months or less
Related party creditors due in 6 months or less
Loan repayable on demand
Loan repayable between 1- 2 years
Loans repayable between in 2 years and more
Total contractual cash flows
2020
£’000
136
306
52
4,429
2,623
7,545
2019
£’000
1,442
159
54
-
4,331
5,986
As set out in notes 18 and 24, the loans repayable between one and two years together with the loans payable thereafter 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 £2,839,000 (2019: £2,268,000).
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:
CHANGE IN EQUITY
5% Increase in A$ fx rate against GBP
5% Decrease in A$ fx rate against GBP
5% Increase in US$ fx rate against GBP
5% Decrease in US$ fx rate against GBP
5% Increase in C$ fx rate against GBP
5% Decrease in C$ fx rate against GBP
2020
£’000
998
(998)
382
(382)
104
(104)
2019
£’000
1,053
(1,053)
173
(173)
14
(14)
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.
Metal Tiger plcAnnual Report & Accounts 2020 84
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
28. FINANCIAL INSTRUMENTS (continued)
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 2020
FINANCIAL ASSETS HELD AT AMORTISED COST
Cash and bank balances
Loans and receivables
FINANCIAL ASSETS HELD AT FAIR VALUE
Royalties receivable
Derivatives
Other non-current asset investments
Equity investments accounted for under fair value
FINANCIAL LIABILITIES HELD AT AMORTISED COST
Trade and other payables
Trade and other payables – amounts due to related companies
Loans and borrowings
Year ended 31 December 2019
FINANCIAL ASSETS HELD AT AMORTISED COST
Cash and bank balances
Loans and receivables
FINANCIAL ASSETS HELD AT FAIR VALUE
Royalties receivable
Derivatives
Other non-current asset investments
Equity investments accounted for under fair value
FINANCIAL LIABILITIES HELD AT AMORTISED COST
Trade and other payables
Trade and other payables – amounts due to related companies
Loans and borrowings
Current assets
and liabilities
£’000
Non-current assets
and liabilities
£’000
458
219
-
-
-
20,768
136
306
54
-
-
4,866
107
444
8,575
-
-
7,051
Current assets
and liabilities
£’000
Non-current assets
and liabilities
£’000
5,007
202
-
-
-
18,029
1,453
148
54
-
-
1,236
170
107
5,307
-
-
4,331
Total
£’000
458
219
4,866
107
444
29,343
136
306
7,105
Total
£’000
5,007
202
1,236
170
107
23,336
1.453
148
4,385
Metal Tiger plcAnnual Report & Accounts 2020 85
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
29. 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 9. In the opinion of the Board, only the Directors of the
parent Company are to be regarded as key employees.
No amounts were owed by any Director to the Group at 31 December 2020 or 31 December 2019.
The following amounts were owed by the Group to Directors at the year end in respect of expenses and outstanding salaries:
Charles Hall
Michael McNeilly
Mark Potter
Neville Bergin
David Wargo
2020
£’000
2019
£’000
-
-
-
3
9
-
1
-
3
-
PARENT COMPANY TRANSACTIONS WITH SUBSIDIARIES
The Company charged Metal Tiger Exploration and Mining Co. Ltd. £89,000 (2019: £157,000) during the year in respect of fees for
consultancy services and for travel and similar costs incurred in respect of their operations and £11,000 (2019: £5,000) in respect of interest
on outstanding charges.
In addition, the Company has funded the operations of subsidiaries during the year.
Subsidiary
KEMCO Mining plc
Metal Tiger Exploration and Mining Co. Ltd.
Metal Tiger IHQ Co. Ltd.
Metal Group Co. Ltd.
Metal Tiger Resources Co. Ltd.
Metal Tiger Australia Pty Limited
Amounts due to the
Company at
31 December 2020
£’000
Amounts due to the
Company at
31 December 2019
£’000
-
1,133
1,773
343
36
-
3,285
-
1,194
1,594
325
36
-
3,149
The Company was charged £30,000 (2019: £5,000 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.
Company and Group
Amounts due by the Company and Group at 31 December:
Kalahari Metals Limited
2020
£’000
2019
£’000
(306)
(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.
Metal Tiger plcAnnual Report & Accounts 2020 86
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
30. POST YEAR END EVENTS
Kalahari Metals Limited
On 6 April 2021 Cobre Limited announced at an extraordinary general meeting, that its shareholders approved its investment in Kalahari
Metals Limited, see Projects Investments (above), The key terms, being the acquisition of a 51% interest in Kalahari Metals Limited by Cobre,
for which in aggregate and ultimately 21,444,582 new Cobre shares will be issued to the existing KML Vendors. Post the closing of the
transaction, the Company will have an effective 20.72% holding of Cobre then enlarged share capital, in exchange for the dilution of the
Company’s interest in KML, which will then be 49%, subject to receipt of change of control approval, in respect of KML, from the Minister of
Energy and Water Resources of the Republic of Botswana, otherwise it will remain at 50.01%, with an equalization of the consideration shares
to be issued. Pursuant to this transaction the Company and Cobre have committed jointly to a major new drilling programme focused on
compelling conductive geophysics and structural targets that are considered prospective for the discovery of copper/silver deposits on the
Kalahari Copper Belt (“KCB”). The KML technical team has also been supplemented with additional members experienced in sediment-hosted
copper and drill programme management as the project now moves into the next stage of exploration. The operating budget for the ensuing
two years, to be funded pro-rata to the shareholding, is expected to amount to A$3,500,000.
The validity of the Company’s conditional 2.0% net smelter royalty over all of KML’s wholly owned licences, being seven licences covering, in
aggregate, 6,650km2 (together, the “Royalties”), will not be impacted by completion of the Transaction.
Armada Exploration Limited
Armada holds two exploration licences, prospective for magmatic Ni-Cu sulphide, in Gabon, covering a total area of nearly 3,000km2. The
licence holding is considered to present a frontier district-scale exploration opportunity.
The Company subscribed for 5,000,000 new ordinary shares at a price of US$0.15 in Armada for total consideration of US$750,000 via a
promissory note with US$350,000 to be invested up-front and with the $400,000 to be paid in monthly instalments of US$80,000 over the
next five months. In the event of a public listing the Company will need to settle any outstanding amounts under the promissory note in full
at the time of the public listing. The Company own 18.5% of the issued ordinary share capital of Armada and has 3,333,333 36-month options
issued at US$0.225. The Company will be given the right to appoint a director to the Board of Armada (or equivalent top co, in the event of a
restructuring as part of a listing); The Company has not yet opted to take up this right.
Camino Minerals Corporation (TSXV: COR) (“Camino”)
On 20 May 2021 Metal Tiger announced that it had subscribed for 5,882,353 units at a price of C$0.017 per unit (“Unit”) with each Unit
consisting of one common share in the capital of Camino and half a non-transferable common share purchase warrant (each whole warrant,
“Warrant”), for a total consideration of C$1 million as part of Camino’s C$7.5 million fundraise. Each Warrant entitles Metal Tiger to acquire
an additional common share of the Camino at a price of C$0.25 per common share for a period of 24 months from the date of issue. The
proceeds of the fundraise will be used to advance exploration at Camino’s three copper projects in Peru: the Los Chapitos (IOCG) copper
discovery, the Maria Cecilia porphyry complex (subject to the closing of Camino’s acquisition of Minera Maria Cecilia Ltd.), and the Plata
Dorada high-grade copper and silver project.
Sandfire Resources (ASX: SFR) (“SFR”)
The Company reduced its net investment in SFR since the year end by 282,233 shares resulting in a net cash inflow of £532,542.
Cobre Limited (ASX:CBE) (“Cobre”)
On 15 April 2021, the Company announced it subscribed for a further 8,311,765 new shares in Cobre’s proposed fundraise, subject to Cobre’s
shareholder approval, for a consideration of A$1.400,000. Following completion of the fundraise the Company will hold 34,318,828 shares in
Cobre representing approximately 20.72% direct ownership.
Metal Tiger plcAnnual Report & Accounts 2020 87
Metal Tiger plcAnnual Report & Accounts 2020 88
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 advisor duly authorised under the
Financial Services and Markets Act 2000.
If you have sold or transferred all your Ordinary Shares in 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 Ordinary Shares in
Metal Tiger plc.
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 2021 at Higher Shalford Farm, 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 Government restrictions placed on public gatherings 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 10am on 28 June 2021.
The Company reserves the right to seek to adjourn the meeting or to refuse admission to the meeting to members
should it appear that the meeting would breach those restrictions.
Metal Tiger plcAnnual Report & Accounts 2020 LETTER FROM THE CHAIRMAN
METAL TIGER PLC
(Incorporated and registered in England & Wales with registered number 04196004)
Directors:
Charles Patrick Stewart Hall (Chairman, Non-Executive Director)
David Michael McNeilly (Chief Executive Officer, Executive Director)
Mark Roderick Potter (Chief Investment Officer, Executive Director)
Neville Keith Bergin (Non-Executive Director)
David Alan Wargo (Non-Executive Director)
To the shareholders and, for information only, to the holders of warrants and options
89
Registered Office
Weston Farm House
Weston Down Lane
Weston Colley
Hamphsire
SO21 3AG
20 May 2021
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 2021 at Higher Shalford Farm, 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 Government restrictions placed on public gatherings 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 28 June 2021.
The Company reserves the right to seek to adjourn the meeting or to refuse admission to the meeting to members should it appear that the meeting
would breach those restrictions.
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 period ended 31 December 2020 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 – Re-election/Election of Directors
The Board recommends the re-election of Mark Roderick Potter who, being eligible, offers himself for re-election. The Board also recommends the
election of David Alan Wargo as per the RNS on 1 October 2020.
Resolution 4 – 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 (“Act”) up to the maximum aggregate nominal amount of £3,000,000. 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 5 – 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
£3,000,000 for cash on a non pre-emptive basis pursuant to the authority conferred by Resolution 4 above.
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
Whether or not you are able to attend the meeting, you are asked to register your proxy vote as soon as possible, but in any event, by no later than
10:00am on 28 June 2021 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 Group 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 2,793,425 Ordinary Shares, representing approximately 1.8% of the Company’s current issued ordinary share
capital of 155,100,477 shares as at 20 May 2021.
Yours faithfully
Charles Hall
Chairman
Metal Tiger plcAnnual Report & Accounts 2020 90
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 (“Company”) will be held at 10:00am on 30 June 2021 at Higher Shalford
Farm, 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 Resolution 5 as a special resolution:
ORDINARY RESOLUTIONS
Resolution 1
To receive and consider the financial statements for the period ended 31 December 2020 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 and to authorise the Directors to determine their remuneration.
Resolution 3 To re-elect Mark Roderick Potter as a Director of the Company and to elect David Alan Wargo as a Director of the Company.
Resolution 4
That, pursuant to section 551 of the Companies Act 2006 (“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 £3,000,000 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.
(a) 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).
SPECIAL RESOLUTION
Resolution 5
That, subject to the passing of Resolution 4 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) for cash pursuant to the authority conferred by Resolution 4
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 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 £3,000,000 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 offer(s) or agreement(s) 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.
BY ORDER OF THE BOARD
Adrian Bock
Company Secretary
20 May 2021
Registered office:
Weston Farm House
Weston Down Lane
Weston Colley
Hampshire
SO21 3AG
Metal Tiger plcAnnual Report & Accounts 2020 91
Notes:
Appointment of proxies
1
2.
3.
4.
5.
6.
7.
8.
9.
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.
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.
You can vote either:
- by logging on to www.signalshares.com and following the instructions: If you have not previously registered, you will first be asked to register as a
new user, for which you will require your investor code (which can be found on your share certificate and dividend confirmation), family name and
postcode (if resident in the UK).
- in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.
Appointment of a proxy using a Form of Proxy
You may request a hard copy form of proxy directly from the registrars, Link Group, on Tel: 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. We are open
between 9.00am - 5.30pm, Monday to Friday excluding public holidays in England and Wales.
To be valid, a Form of Proxy or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed
or a certified copy thereof, must be received by post or (during normal business hours only) by hand by the Registrar, Link Group, PXS 1, 10th
Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than 48 hours (excluding weekends and public holidays) before the time of the
Annual General Meeting or any adjournment of that meeting.
If you require additional Forms of Proxy, please contact the Registrar
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 28 June 2021 (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.
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.
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 Limited’s 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.
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).
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).
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.
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 Group, 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. We are open between 9.00am - 5.30pm, 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 19 May 2021, being the last practicable date before dispatch of this notice, the Company’s issued share capital comprised 155,100,477
Ordinary Shares of £0.001 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 19 May 2021 is 155,100,477.
Metal Tiger plcAnnual Report & Accounts 2020
92
Reverse circulation drilling has paid a key
part in delineating the high grade sediment-
hosted copper deposit at Sandfire’s Black
Butte Copper Project in central Montana
Metal Tiger plcAnnual Report & Accounts 2020