_11
MZTAL
TIGZR PLC
Metal Tiger pie
Weston Farm House
Weston Down Lane
Weston Colley
Winchester
Hants SO21 3AG
United Kingdom
+44(0)20 3287 5349
Tel
Email: info@metaltigerplc.com
www.metaltigerplc.com
)>
z
z
C
)> '
:;o
rn
-u
Q:'
)> n
n
0
C
z
-I
(/) "' 0 "' ....
Company No : 04196004
- 11
1
CONTENTS
COMPANY
INFORMATION
1 COMPANY INFORMATION
DIRECTORS :
2 STRATEGY AND PERFORMANCE
2 Chairman’s Statement
4
Chief Executive
Officer’s Commentary
8 Strategic Report
36 GOVERNANCE
36 Chairman’s Corporate
Governance Statement
41 Board of Directors and
Committees of the Board
42 Compliance with the QCA
Code of Practice
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
44 Compliance with ASX Corporate Governance
Principles and Recommendations
46 Report of the Directors
REGISTRAR AND
TRANSFER OFFICE :
Link Group
10th Floor, 29 Wellington Street,
Leeds LS1 4DL
BANKERS :
SOLICITORS :
48 INDEPENDENT AUDITOR’S REPORT
54 FINANCIAL STATEMENTS
54 Consolidated Statement of
Comprehensive Income
55 Consolidated and Company
Statements of Financial Position
56 Consolidated and Company
Statements of Cash Flows
57 Consolidated Statement of
Changes in Equity
58 Company Statement of
Changes in Equity
59 Notes to the Financial Statements
88 NOTICE OF ANNUAL GENERAL MEETING
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 2021
2
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
I am pleased to present the Group’s Annual Report
and Audited Financial Statements for the year ended
31 December 2021.
The year was a challenging and difficult one. The
continued challenges caused by the COVID-19 pandemic
and more recently the conflict in the Ukraine, both of
which created and continue to create 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.
The Company was fortunate to enter 2021 with a
relatively strong and liquid balance sheet, due largely
to its performance during the 2019 and 2020 financial
years 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$1.98m for an
aggregate interest of 14.42% in Armada Metals Limited
(“Armada”) (ASX: AMM), an ASX listed resource exploration
and development company with nickel and copper
exploration properties in Gabon. Michael McNeilly, CEO
of Metal Tiger was appointed to the Board of Armada as
a Non-Executive Director. The Company also invested a
further A$1.413m into Cobre Limited, (“Cobre”) (ASX:CBE),
a base metal exploration company. Amongst the best
performers, during the year, were the legacy investment
in Pan Asia Metals (ASX:PAM), which Metal Tiger exited
realising gross proceeds of £1,358,000, thereby realising
a gain of £725,000 during the year and Red Dirt Metals
Limited (ASX:RDT) where Metal Tiger invested A$500,000
at A$0.15 per share and obtained 833,333 two year
options at A$0.25 per new share. In June, 2021 Metal
Tiger made an additional investment into Pan Global
Resources Inc. committing C$450,000 as part of their
circa C$15m fundraise. Other investments and holdings
are more fully detailed in the Strategic Review.
From a capital structure point of view the Company
successfully completed its secondary listing on the
ASX in the first half of the year and subsequently raised
A$5m (before costs) via the issue of new ASX quoted
Chess Depositary Interests and welcomed several new
shareholders to the register including a prominent
ultra-high-net-worth family office with deep expertise
and exposure in the mining sector. 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.
Mitchell diamond drilling at Endurance, Kitlanya East
Metal Tiger plcAnnual Report & Accounts 2021 3
Operating profit for the year of was £6,002,000 was primarily
due to the increased value attributable to the A4 asset
which amounted to £5,214,000. The increase in value was
specifically due to the market updates issued by Sandfire
on the A4 Copper-Silver deposit over which the Company
holds an uncapped 2% Net Smelter Return Royalty. The key
assumptions used in determining the initial recognition value
of the Royalty are contained in note 17 of the Annual Financial
Statements. The initial benefits of the Board’s 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 taking our proportionate share of post-tax losses
in Kalahari Metals Limited in the amount of £493,000.
As the Board looks to the future, there will be an
increased focus on larger investments in advanced
resource definition / development stage alongside the
traditional high conviction earlier stage investments
with a medium to long term investment timeframe and
where we can obtain Board representation. On the less
active front the Board has nearly exited all of its legacy
positions and will be focusing on diversifying into shorter/
medium term, lower risk, investment opportunities, to
balance risk profiles against earlier stage investments.
merits, but also in the context of the Company and wider
market as a whole. 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 and the conflict in Ukraine 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.
Details of our Annual General Meeting 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.
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
Charles Hall
Chairman
30 March 2022
Drilling at Aphae Project, January 2021
Southern Gold Community Relation Team
discussing exploration plans with landowners
at Deokon Project, September 2020
Discovery diamond drilling at Perseverance, Kitlanya East
Metal Tiger plcAnnual Report & Accounts 2021 4
CHIEF EXECUTIVE OFFICER’S COMMENTARY
FOR THE YEAR ENDED 31 DECEMBER 2021
Southern Gold temporary field core shed at
Mokpo, supporting Aphae drilling program
I am pleased to present the audited results for the
year ended 31 December 2021. Alongside the financial
statements and supporting notes, a full review of
business activities during the year is provided within
the Strategic Report.
The Company had a very active year in 2021 in-spite of the
continued challenges caused by the COVID-19 pandemic
and in particular, the arrival of the new Omicron strain in
the latter part of the year. Arguably, 2021 was the beginning
of another commodity super cycle. This new super cycle
appears to have been driven by a global flood of fiscal
stimulus and liquidity by governments and central banks in
response to the COVID-19 pandemic. This in turn led to an
increase in consumer demand which coupled with supply
chain disruptions, cost increases and labour shortages
has driven inflation globally. Furthermore, a global drive
towards decarbonisation with bold climate commitments
from nation states and corporates is driving current and
anticipated future demand for “battery metals”. In 2021, Metal
Tiger’s largest commodity exposure by investment value,
via its project and equity investments were to copper and
gold. Copper saw a 19% year-on-year (“YOY”) increase on
global supply disruptions (especially out of South America)
and increasing demand and supply chain issues. Physical
supply was in such shortage that in late October 2021, the
London Metals Exchange required emergency measures to
ensure orderly trading and continued liquidity in the copper
market. Gold was largely range bound for most of the year,
however ended down slightly YOY. Aside from the COVID-19
pandemic and the arrival of Omicron, fears of debt
contagion from the Evergrande crisis gripped the market in
late Q3/Q4, which significantly dampened investor appetite
as well as created increased volatility globally. Furthermore,
and more specifically in the mineral exploration and
development sector, 2020 and 2021 saw a record number
of fundraisings and deals. The Directors noticed that deal
flow seemed to diminish by the end of 2021, potentially
as a result of deal fatigue following a highly active year.
The Electric Vehicle (“EV”) sector is one of the four key
drivers of future demand growth for copper according
to Goldman Sachs. 2021 saw several prominent auto
manufacturers make commitments to switch entirely to
EV’s in the next 10 – 20 years. Notably, according to the
International Energy Agency, Global EV sales more than
doubled in 2021 versus 2020 and tripled versus 2019, with
the key drivers of this growth coming from China and
then Europe. The Board believes that the global energy
crisis in 2021 proves that the energy transition of the next
20 years will be complex, costly, and indeed difficult to
implement and is confident that this energy transition will
require an immense new supply of metal to meet targets.
Metal Tiger plcAnnual Report & Accounts 2021 5
The Company entered 2021 with a strong and liquid
balance sheet on the back of a successful and yet
challenging 2020. In 2021, Metal Tiger identified,
completed due diligence on, negotiated and structured
an investment in Armada Metals Limited (“Armada”)
following RCF’s Global Opportunities Fund’s investment
and alongside Cobre’s investment. Armada successfully
listed on the ASX in December 2021 raising A$10m at
A$0.20 per share. Metal Tiger participated for A$1,000,000
as a follow-on investment into the initial public offering
(“IPO”). It is anticipated that drilling to test compelling
shallow conductors in the search for magmatic Ni-Cu
mineralisation along the 25km prospective strike of the
Libonga-Matchiti Trend will commence in early 2022.
Metal Tiger holds approximately 14.42% of Armada. During
the course of 2021, Metal Tiger continued to be active
in seeking and making new investments, with Passive
investments totalling £6,137,000 for the year. Amongst
the best performers were the legacy investment in Pan
Asia Metals (ASX:PAM), which Metal Tiger exited realising
gross proceeds of £1,358,000, thereby realising a gain
of £725,000 during the year and Red Dirt Metals Limited
(ASX:RDT) where Metal Tiger invested A$500,000 at A$0.15
per share and obtained 833,333 two year options at A$0.25
per new share. In June 2021, Metal Tiger made an additional
investment into Pan Global Resources Inc. committing
C$450,000 as part of their circa C$15m fundraise.
In May 2021, Metal Tiger invested C$1m into Camino
Minerals Corporation (“Camino”) for 5,882,353 units at
a price of C$0.017 per unit with each unit carrying one
common share in the capital of Camino and a half non-
transferable common share purchase warrant at a price of
C$0.25 per common share for a period of 24 months from
the date of issue. The investment has shown lack-lustre
performance to-date and whilst the Board is comfortable
with the two projects that saw exploration progress in
2021, Los Chapitos and Plata Dorada, the investment
thesis was primarily focused around exploration drilling at
the untested Maria Cecilia bullseye magnetic target. The
hope is that the Cu-Au-Ag mineralisation at Maria Cecilia
is focused within the main porphyry body (and not the
Skarn unlike at Antamina) and is significantly higher than
neighbouring Emanuel and Toropunto deposits. Camino is
confident that permits will be granted imminently, and that
maiden drilling can commence in the coming months.
Daegu City at night, Gyeongsong Province
Metal Tiger plcAnnual Report & Accounts 2021 6
CHIEF EXECUTIVE OFFICER’S COMMENTARY
FOR THE YEAR ENDED 31 DECEMBER 2021
Following completion of the Cobre/Kalahari Metals
Limited (“KML”) transaction a total of 6,731m of drilling
was completed by KML across Kitlanya East and 436m
of diamond drilling was completed at Kitlanya West
as well as some shallow percussion drilling. To ensure
Cobre’s ability to finance exploration drilling activities for
KML, Metal Tiger cornerstoned an additional A$1.413m
investment as part of Cobre’s A$6.7m fundraise
announced in April 2021. The actual cash investment
didn’t occur until approval was received from Cobre
shareholders at their AGM in November. The Board
is pleased with the total meterage drilled across the
Kalahari Metals projects in 2021 and is encouraged by
additional work undertaken at Perrinvale during 2021
the results of which were announced post year end.
Unfortunately, drilling across several of Southern Gold’s
Limited’s (“Southern Gold”) projects in 2021 did not
deliver encouraging results. A core part of the appeal of
the investment as identified by Terry Grammer prior to
his passing, was the ability for the in-country team led
by experienced ex-Ivanhoe geologists that had worked
under the mentorship of renowned geologist Doug
Kirwin, to generate new project areas/targets, which
continued to be severely hampered during 2021 by the
COVID-19 pandemic. Restrictions due to COVID-19
prevented the addition of much needed field geologists
to manage the less experienced in-country team. This
resulted in a lack of personnel on site to prosecute the
exploration pipeline. This was partially remedied in late
2021 with the addition of South Korean based Exploration
Manager, Robert Smillie, a geoscientist with more than
30 years’ experience. Encouragingly, we note Southern
Gold’s announcement of 9 February 2022, that additional
senior geological staff and contractor resources have
been engaged for ongoing exploration campaigns.
Southern Gold ended the year well-funded and with a strong
balance sheet having completed the sale of the Gubong
and Kochang joint venture, for which it received 200m
new ordinary shares in London listed Blue Bird Merchant
Ventures Ltd (LSE:BMV). We note the departure of the
Managing Director, Mr Simon Mitchell in late October 2021
and that the company is currently in search of a full time
Chief Executive Officer. Southern Gold is also undertaking an
exercise to identify copper and gold projects in Australia that
may be suitable as an addition to its South Korean ambitions.
Metal Tiger completed a compliance listing on the ASX in
the first half of the year and successfully raised A$5m (before
costs) via the issue of new ASX quoted Chess Depositary
Interests and welcomed several new shareholders to the
register including a prominent ultra-high-net-worth family
office with deep expertise and exposure in the mining sector.
There were several material developments to Metal Tiger’s
equity and royalty interests relating to Sandfire during the
financial year. Firstly, there was a substantial increase in
Sandfire’s A4 copper/silver Mineral Resource. The Mineral
Resource increased by 34% in terms of Cu with 93% falling
in the Indicated Resource category. This was followed later
in 2021 with an Ore Reserve declaration of 9.7Mt at 1.2% and
18g/t Ag for 114kt of contained copper metal and 5.7Moz
of contained silver with 85% of the contained copper in the
updated A4 Mineral Resource Estimate classified as Ore
Reserves. In this same announcement, Sandfire announced
a Pre-Feasibility Study (“PFS”) for an expanded 5.2Mtpa,
Motheo production hub, mining operation combining T3
and A4 which gave a post-tax NPV7% of US$682m. The
Definitive Feasibility Study (“DFS”) for the combined T3 and
A4 operations is currently expected to be finalised in Q2/
Q3 of 2022. The Board is of the opinion, having reviewed
recent statements made by Sandfire, that long lead items
such as the 4.5MW Ball Mill, along with the Environmental
and Social Impact Assessment (“ESIA”) which is due to be
submitted to the Botswana Department of Environmental
Affairs in Q2 2022 provide encouragement that subject
to the results of optimisation, timelines could progress
to allow for production at A4 to commence far sooner
than anticipated in the PFS. Accordingly, this has resulted
along with the material increase in Reserves in a substantial
revaluation of the Company’s 2% net smelter return (“NSR”)
over circa 8,000km2 of Sandfire’s exploration tenements
and in-particular the licence that holds the A4 project
from £3,638,000 as at 31 December 2020 to £9,278,000
at this financial year end. In September 2021, Sandfire
announced a drilling intercept of 45m @ 2.2% Cu (including
2.1m @ 8.25% Cu) intersected from 439m down-hole
1.2km south-west of the A4 Mineral Resource and this
gives the Board great encouragement for the exploration
potential near the planned Motheo production hub.
Secondly, and perhaps most importantly, in September
2021 Sandfire, announced the transformational US$1,865m
acquisition of the MATSA Mining Complex in Spain from
Mubadala and Trafigura alongside a A$1,248m equity
fundraise. As part of the fundraise they announced a rights
issue in which the Company had a single day to decide
on whether to take up its rights. Metal Tiger took up its
rights and made a circa A$17.8m investment at A$5.4
per share and thanks largely to the immense efforts of
Adrian Bock, Metal Tiger’s CFO, the Company was able to
secure and execute in just five working days a 12-month
A$9m margin lending facility agreement on acceptable
commercial terms with a nominee of SC Lowy Primary
Investments Ltd, secured against 4,714,286 Sandfire Shares
held under a tripartite sponsorship deed with an Australian
broker. As at 30 March 2022 Sandfire’s share price is
trading at A$5.74 per share. The Board believes the deal
is transformational as it turns Sandfire into a substantial
copper producer and bridges the production gap between
the end of Degrussa and the commencement of T3/A4. In
addition, the deal put Sandfire back into the ASX200 index.
The impact of the war in Ukraine has impacted energy
costs and the effects of this will need to be monitored
closely. Whilst SFR reported increased cash costs for
the first five months of FY22, we note that C1 unit costs
rose at MATSA but also noted that the margins remained
strong at circa 3.40lb/CuEq payable. We await updated
guidance from SFR in the June 2022 quarter, as well as
an update on their optimisation work currently ongoing.
Metal Tiger plcAnnual Report & Accounts 2021 7
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.
Finally and most importantly, I would like to give 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
Sunset over camp, Kitlanya West
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
30 March 2022
Metal Tiger plcAnnual Report & Accounts 2021
8
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
RESULTS
The results of the Group for the year ended
31 December 2021 are set out the Consolidated
Statement of Comprehensive Income and show a profit
before taxation for the year ended 31 December 2021 of
£4,215,000 (2020: £3,787,000).
The net asset value of the Group rose to £38,822,000
from £31,186,000 in 2020, being 22.9p per share from
20.3p per share in 2020 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 both strategic
investments (often Active) and investments which
are part of the on-market portfolio (often Passive).
Strategic investments are those where Metal Tiger
seeks to positively influence 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.
PROJECT INVESTMENTS
BOTSWANA
Kalahari Metals Limited
On 9 April 2021 Cobre concluded the Share Purchase
Agreement for acquisition of 51% of Kalahari Metals
Limited after which Cobre successfully raised A$6.7m
for further exploration in Botswana. The following work
programmes were completed under the Cobre-Metal
Tiger joint venture:
Figure 1. Locality map illustrating the position of Kitlanya East and West project areas with geophysical survey areas completed in 2021 highlighted.
Metal Tiger plcAnnual Report & Accounts 2021 9
Kitlanya East
On 4 March 2021, Metal Tiger announced the interpretation results of recently flown high resolution airborne electromagnetic
and magnetic geophysics data (“AEM”) over the Perseverance Prospect (Figure 2). A c.15km long late-time AEM conductor
associated with the central portion of the target fold axis, potentially related to marker conductors in the lower portion of the
D’Kar Formation stratigraphy was identified in the electromagnetic data. The detailed magnetic data clearly delineates faulting
and local folding in the hinge zone of the Perseverance Prospect offering potential pathways and trap-sites for mineralised
Cu-Ag bearing hydrothermal fluids. These results were further corroborated by relogging of historical holes which favoured an
outward younging direction (i.e. the most prospective area is in the core of the fold) and broad soil anomalies in the centre of
the Prospect. Results supported the potential for shallow Cu-Ag mineralisation in a similar setting to the neighbouring Sandfire
Resources A4 deposit as well as potential for mineralisation on the traditional D’Kar-Ngwako Pan Formation contact in a fold
hinge setting. Stratigraphic follow-up drilling was planned to test the depth to underlying Ngwako Pan Formation as well as for
potential mineralisation associated with local folding.
Figure 2 Results from the interpretation of airborne magnetic and electromagnetic data over the Perseverance Target.
Metal Tiger plcAnnual Report & Accounts 2021 10
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Kalahari Metals Limited (continued)
Kitlanya East
On 11 May, drilling commenced at both Endurance and Perseverance Targets using a combination of reverse circulation (“RC”)
and diamond core rigs. The drilling programme was designed to test for Cu-Ag mineralisation in structurally controlled trap-sites
above the traditional D’Kar – Ngwako Pan Formation contact as well as for mineralisation on the contact in a fold hinge setting.
Results from the drilling programme, reported to the Market on 13 October, highlighted the prospectivity of the Endurance
Prospect with several holes demonstrating the existence of an active mineralised hydrothermal system. Drill intersections
include significant hydrothermal pyrite-pyrrhotite sulphide mineralisation along with trace base metal sulphides, alteration and
abundant quartz-carbonate veining. Furthermore, the drilling was able to substantiate the use of airborne electromagnetic
results survey as an effective targeting tool with several holes intersecting potential trap-sites in the prospective lower portions
of the D’Kar Formation stratigraphy. A total of 3,866m of diamond core drilling and 1,701m of RC drilling were completed
during this work programme. Results provided a means to prioritise individual targets in the prospect area (Figure 3).
Figure 3. Highlights from RC and diamond drilling at the Endurance Prospect. Prioritised targets for follow-up drilling overlain.
Metal Tiger plcAnnual Report & Accounts 2021 Based on the positive drilling results from initial drilling over the Endurance Prospect, a
follow-up diamond core programme was planned. The follow-up programme specifically
targeted breaks in folded AEM conductors (Figures 4 – 8).
11
Figure 4. 3D oblique
view illustrating AEM
conductivity depth sections
along with competed and
planned drilling (western
Endurance Prospect).
Sections (1 – 5) are
illustrated in subsequent
figures. Reduced to pole
magnetic background.
Figure 5 . 3D oblique view
illustrating AEM conductivity
depth sections along with
competed and planned
drilling (eastern Endurance
Prospect). Sections (6 and 7)
are illustrated in subsequent
figures. Reduced to pole
magnetic background.
Metal Tiger plcAnnual Report & Accounts 2021 12
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Kalahari Metals Limited (continued)
Kitlanya East
Sections (1 – 3, Figure 6.)
illustrating planned drill holes
(red circles) on conductivity-
depth model sections. The
three holes illustrated, are
designed to target Cu-Ag
mineralisation in prospective fold
trap-sites along a well-defined
doubly plunging anticline.
Metal Tiger plcAnnual Report & Accounts 2021 13
Sections (4 – 5, Figure 7.) illustrating
planned drill holes (red circles) on
conductivity-depth model sections.
Both holes illustrated target distinct
breaks in the marker conductors
likely related to fault displacement.
Sections (6 – 7, Figure
8.) illustrating planned
drill holes (red circles)
on conductivity-depth
model sections. The
three holes illustrated,
are designed to target
Cu-Ag mineralisation in
prospective fold trap-sites.
Sites where the folded
modelled conductors
appear disrupted have
been prioritised.
Metal Tiger plcAnnual Report & Accounts 2021 14
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Kalahari Metals Limited (continued)
Kitlanya East
On 18 of October follow-up drilling commenced on the Endurance Prospect. A total of 2,948m of diamond core
drilling was completed with results reported to the market on 20 of December. Drill hole results included several
intersections of significant hydrothermal alteration including chlorite, albite and sericite alteration along with multi-
generational quartz-carbonate vein stockworks typically associated with Cu-Ag deposits in the Kalahari Copperbelt
(Figure 9 and 10). In addition, several intersections of minor Cu-mineralisation have been recorded in visual logs
associated with zones of more intense alteration (Figure 11). These results have significantly prioritised target areas
within the Endurance Prospect and offer an effective method for vectoring to higher grades of mineralisation.
Figure 9. 3D view illustrating the position of completed drilling into the Trilobite target with the current phase of drilling
labelled. AEM inversion results displayed on a linear colour stretch with specific lines highlighted. Visible Cu sulphides, vein
density and alteration in the drill holes utilised for vectoring indicated by large arrows. Insets of overall alteration and vein
intensity graphs for completed holes highlights the anomalous holes providing justification for the vectors illustrated.
Figure 10. 3D view illustrating the central portion of the Endurance Prospect with inset highlighting the completed follow-up drilling.
Visible chalcopyrite and galena content from field logging is graphically illustrated in green and blue respectively. Alteration zones
are represented by lathes on the drill trace (light blue = carbonate, green = chlorite, light brown = albite, light green = sericite).
Metal Tiger plcAnnual Report & Accounts 2021 15
Table 1. Completed drill holes, Kitlanya East 2021
HOLE-ID
X
Y
Z
LENGTH
UTM34S, WGS84
KIT-E-D006
656533
7636613
KIT-E-D010
654706
7635704
KIT-E-D010.3
654706
7635704
KIT-E-D014
638756
7636454
KIT-E-D017
646418.9
7641035
KIT-E-D019
654500
7635911
KIT-E-D020
625697
7629039
1061
1061
1061
1113
1101
1060
1118
m
403.65
743.86
30
197.05
200.2
900.05
300
KIT-E-D021
626584
7629504
1098
302.65
KIT-E-D022
627776
7630229
KIT-E-D023
633446
7633602
KIT-E-D024
625901
7629076
KIT-E-D025
634219
7634288
KIT-E-D026
638510
7636449
KIT-E-D027
639167
7637736
KIT-E-D028
633425
7633646
KIT-E-D029
633251
7633541
KIT-E-R007
630664
7631435
KIT-E-R008
631090.9
7631837
KIT-E-R009
626826.9
7629541
KIT-E-R011
626737.9
7629094
KIT-E-R012
626123.9
7627810
KIT-E-R013
625700.9
7628939
KIT-E-R015
640902.2
7637591
KIT-E-R016
638352.9
7637210
KIT-E-R018
642571.9
7639440
1132
1125
1125
1121
1080
1080
1128
1119
1132
1122
1139
1139
1115
1121
1106
1133
1108
251.65
315.22
260.65
300.32
300
302.95
326.9
286.95
193
200
187
136
198
199
228
206
154
A
C
E
G
B
D
F
H
Figure 11. (A – D) examples of vein hosted chalcopyrite
(and bornite in D) mineralisation intersected in KIT-E-D028/
D029. Note the association with steeply dipping vein sets
and complex multigenerational quartz-carbonate veins
which include chlorite, dolomite, sericite +- K-feldspar. (E)
chalcopyrite mineralisation in quartz vein with intense sericite
alteration and associated specular hematite. (F – H) examples
of fine grained(disseminated) chalcopyrite mineralisation in
the sandstone matrix and on parting planes (KIT-E-28).
Metal Tiger plcAnnual Report & Accounts 2021 16
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Kalahari Metals Limited (continued)
Kitlanya West
A detailed airborne magnetic and gravity survey totalling 9,970 line-km, was completed over a prospective portion of the
Kitlanya West project with results reported to the Market on the 14 July. Airborne gravity results have identified and mapped
out an ENE trending gravity low, likely related to the development of a deeper sub-basin in the lower Kalahari Copper Belt
basin, the margins of which would be considered prospective sites for Cu-Ag mineralisation (Figure 12). In addition, high-
resolution magnetic data has clearly mapped fold targets in the D’Kar Formation (Figure 13). Interpretation of magnetic data
further suggests that much of the previously interpreted Ngwako Pan Formation is covered with thin D’Kar Formation – this
opens the possibility for shallow, relatively flat lying mineralisation along the redox contact between these Formations. The
updated interpretation is further supported by regional soil sampling traverses with both Cu and Zn anomalies correlating
with the position of the interpreted reduction-oxidation contact.
Figure 12. Colour contour image of the gravity residual Bouguer
Anomaly with model section line illustrated. Model results,
schematic section of the original sub-basin and priority sites for
mineralisation illustrated.
Figure 13. (Above) Second vertical derivative magnetic image
with structure and fold-axes highlighted. (Below) Updated
lithostructural interpretation based on the detailed magnetic data.
Metal Tiger plcAnnual Report & Accounts 2021 Kitlanya West
In addition to traditional targets on fold limbs, several
compelling airborne electromagnetic anomalies were
targeted for drill testing (Figure 14). These discrete
anomalies shared several characteristics with the
signature of Sandfire Resources A4 target and were
believed to potentially represent trap-sites in the lower
D’Kar stratigraphy. A short diamond drilling programme
consisting of two holes totalling 436m was completed
to test these anomalies. The causative source of the
electromagnetic anomalies was established to be related
to Kalahari Group cover and work was suspended.
In addition to the diamond drilling, three short
percussion holes were drilled to establish the
thickness of the Kalahari Group cover. Results from
these holes, mapped outcrop and the completed
diamond drilling highlights the relatively shallow cover
(~25m) across a large portion of the licence area.
Table 2. Completed drill holes, Kitlanya West 2021
HOLE-ID
X
Y
Z
LENGTH
UTM34S, WGS84
KIT-W-D001
545576
7678585
1045
KIT-W-D002
546884
7678723
1045
m
338
98
17
Figure 14. Lithostructural interpretation with soil sample results
overlain, note the correlation between Cu and Zn anomalies
with the DKF-NPF interpreted contacts. (Below) Detailed 3D view
and section through the AEM anomaly which was drill tested.
THAILAND
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.
Metal Tiger plcAnnual Report & Accounts 2021 18
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
EQUITY INVESTMENTS
The Equity Investments segment continues to invest
in high potential mining exploration and development
companies with a preference for base and precious
metals. Metal Tiger primarily invests in mining equities
via either pre-IPO, IPO, placings or direct on-market
purchases. Metal Tiger may receive warrants as
part of investments in pre-IPO, IPO or placings.
The primary focus is to invest in mining sector companies
that management believes are undervalued and where
there is 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 minimise
downside risk. Usually, Metal Tiger takes a greater than
10% interest 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.
Metal Tiger’s Passive investments are typically direct
purchases of listed mining equities and warrants but
may include other investment structures. The main 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 2021
During the period 1 January to 31 December 2021, net
assets in the Equity Investments segment increased to
35,523,000 from £29,343,000 and reported a profit of
£3,368,000 before finance and administrative costs.
This was primarily driven by the increase in value of
the Company’s investments in Sandfire together with
the dividend of £1,538,000 also from its holding in
Sandfire, which is also included in the above profit for the
segment. The segment made an aggregate of 29 separate
investments in 2021 and fully or partially exited from 21 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 2021, was a 1.9% equity interest (7,877,057
ordinary shares) in Sandfire, valued at £27,883,266. 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, In 2021, Sandfire
acquired (completing in 2022) 100% of the Minas de Aguas
Tenidas (“MATSA”), comprising of three underground mining
operations feeding a 4.7Mtpa central processing facility
with state-of-the-art infrastructure for a total consideration
of US$1,865m. Sandfire also has development and
exploration projects in North America and Botswana.
A selection of key Sandfire developments in 2021 include:
• Sandfire achieved copper production of 69,676t Cu
and 34,370 oz Au (combined total from its Western
Australia DeGrussa and Monty mines) but C1 cash
costs increased during the period.
• Sandfire progressed and continues to progress a dual
track exploration program across the Doolgunna
Province – a Copper Exploration Pipeline targeting
potential extensions to the DeGrussa and Monty VMS
systems and other VMS-hosted copper mineralisation
that could support the development of a gold
processing train at the DeGrussa processing plant.
• Development of the Motheo Copper mine
commenced in 2021 and will initially mine a significant
sediment hosted copper and silver deposit at T3.
Located in the Kalahari Copper Belt in Botswana, the
project is supported by Sandfire’s community office in
the nearby town of Ghanzi. In early July 2021, Sandfire
was awarded a Mining Licence by the Government of
Botswana for T3 with project development progressing
well during the year in terms of both onsite and offsite
activities. According to Sandfire’s half yearly report
(July to December 2021) the project is proceeding on
budget and on schedule with construction activities
continuing to ramp up, with in excess of 1,000
personnel on site. The following significant contracts
were awarded during the half-year:
o Mining Contract;
o Structural Steel Fabrication;
o Platework Fabrication;
o Tailings Storage Facility Earthworks and
Liner Installation;
o Grade Control Drilling;
o Process Plant Buildings;
o Tailings HOPE Liner Suppy;
o Construction Transport and Logistics;
o Permanent Accommodation Facility
Catering Services; and
o 4.5MW Ball Mill Supply (for 5.2Mtpa
Motheo Expansion).
• Bulk Earthworks on the process plant area was well
advanced and the civil contractor mobilised and poured
over 1,000m3 of concrete for the SAG Mill base, primary
crusher base, reclaim tunnel base and commenced
thickener foundations. Equally as at the end of December
2021, Mechanical and Electrical Equipment fabrication
was well advanced with deliveries to site to commence
in the March 2022 Quarter. All forecast equipment
delivery dates are ahead of required dates on site.
Metal Tiger plcAnnual Report & Accounts 2021
19
• During the period, African Mining Services (“AMS”)
was awarded the contract for open pit mining service
of the T3 Deposit at the Motheo Copper Mine. AMS
is a surface mining business of the diversified global
mining services group Perenti Global Ltd (ASX:PRN).
The mining contract, which has an estimated value of
US$496m, is the largest single contract for the new
Motheo Project. AMS are now established on site and
have recently commenced the assembly of the initial
mining equipment.
• The Motheo Copper Mine will be funded through
a combination of cash and project debt. Credit
committee approval for the debt financing has been
received and Sandfire is making an assessment of which
lenders to proceed with. Selection of syndicate banks
and finalisation of terms will be completed during the
March 2022 Quarter.
• The Government of Botswana has elected not to take
up their 15% interest.
• In September 2021, Sandfire reported a maiden Ore
Reserve for the A4 Deposit, located 8km west of the
Motheo Copper Mine. The Ore Reserve totals 9.7Mt at
1.2% Cu and 18g/t Ag for 114,000t of contained copper
and 5.7Moz of contained silver. Definitive Feasibility
Study (“DFS”) work programmes are well advanced
with open pit geotechnical reporting, groundwater
bore drilling, pump testing, metallurgical test work and
reporting completed. Open pit design and production
scheduling is also well advanced, as is design and
estimation of the required process plant upgrades.
A project brief was submitted to the Department of
Environmental Affairs (DEA) during the period which
confirmed that a full ESIA is required for the 5.2Mtpa
Expansion Project. Preparation of the ESIA has already
commenced with many of the environmental and
social baseline studies already completed. The ESIA is
scheduled to be submitted to the DEA in the June 2022
Quarter. The order for the only long-lead process plant
equipment required for the plant expansion, a 4.5MW
Ball Mill, was placed late in the period with expected
delivery in the June 2022 Quarter. As at publication
of Sandfire’s half year report the DFS remained on
schedule for completion in the June 2022 Quarter.
• Alongside the publication of the of the maiden Ore
Reserve for the A4 Deposit, Sandfire also published
a Pre-Feasibility Study (PFS) for an expanded 5.2Mtpa
mining operation combining T3 and A4 which showed
a pre-tax NPV7% of US$672m and an IRR of 36% with
a mine life of 10.5 years, peak production of 60ktpa
copper in concentrate and a strip ration of 6.5 waste
to ore. The total pre-production development capital
increased to US$366m incorporating development
costs for the A4 Open Pit plus an updated cost forecast
for the Motheo plant.
Reverse Circulation drilling at Endurance, Kitlanya East
Metal Tiger plcAnnual Report & Accounts 2021 20
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
EQUITY INVESTMENTS (continued)
• In September 2021, Sandfire announced results from
a drill hole circa 1.2km south-west of the existing A4
Mineral Resource envelope. The drill hole demonstrated
45m @ 2.20% Cu and 42.6g/t Ag from 439m in MO-A4-207D,
including:
o 6.78m @ 3.59% Cu & 68.5 g/t Ag from 441.2m; and
o 2.1m @ 8.25% Cu & 158 g/t Ag from 456.78m; and
o 7.12m @ 3.13% Cu and 66 g/t Ag from 462.6m.
• Exploration continues across Sandfire’s highly
prospective exploration licences in the Kalahari Copper
Belt of Botswana and Namibia.
• Sandfire Resources America Inc. (TSXV: SFR) owns 100%
of the Black Butte Copper project and is circa 87%
owned by Sandfire (via Sandfire BC Holdings Inc). 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 Black Butte Feasibility released in 2020 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$1.3bn in gross sales and US$518m 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$77.6m, representing a
5% NPV and an IRR of 13%. The mine has a construction
capital cost of US$274.7m. Sandfire Resources America
Inc. 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.
• On 16 July, 2021, District Court Judge Bidegary heard
oral arguments for summary judgement from plaintiffs
and defendants regarding a legal complaint filed on
4 June 2020 by the plaintiffs claiming to represent the
environmental community. The suit was filed jointly
against the Montana Department of Environmental
Quality (MT DEQ) and Tintina Montana Inc. (a wholly
owned subsidiary of Sandfire Resources America
Inc.). Additional intervenors in the suit supporting the
MT DEQ and Tintina Montana Inc, include Meagher
Country, Broadwater County, and the Montana
Department of Justice. A decision on the case is
pending and may take several months. To date, the
legal challenge has not resulted in any interference
with development activities and construction continues.
While Sandfire has noted that it does not believe that
the legal challenge has any merit, it does have the
potential to delay the development timeline.
• The same plaintiffs filed an objection in April 2020,
in response to the Montana Department of Natural
Resources and Conservation issuance of a “Preliminary
Determination to Grant” for water right modifications
requested for the project. A Final Determination from
the Water Rights Hearing Examiner is expected during
2022. The objection needs to be resolved before mine
operations can commence.
• In the second half of 2021, Sandfire entered into a binding
Sale and Purchase Agreement (“SPA”) with Trafigura and
Mubadala Investment Company to acquire 100% of Minas
De Aguas Tenidas (“MATSA”) for a total consideration
of US$1,865m. The acquisition delivers Sandfire the
MATSA Mining Complex in Spain, which comprises three
underground mining operations feeding a world-class
4.7Mtpa central processing facility with state-of-the-art
infrastructure. All conditions precedent to the SPA were
satisfied in the second half of 2021 following approvals
from the Foreign Investment Authority and Competition
Authority in Spain during December 2021. Completion
of the transaction occurred subsequent to half-year end
on 1 February 2022. To partially fund the acquisition of
MATSA, Sandfire completed an equity raising in October
2021, comprising the issue of new fully paid ordinary
Sandfire Shares to eligible retail and institutional investors
to raise approximately A$1,248m at an issue price of
A$5.40 per share. In addition, Sandfire executed and fully
drew down a A$200m Corporate Debt Facility with ANZ
to partially fund the acquisition of MATSA. Repayment of
the facility via bullet payment is due on 30 September
2022 with ANZ holding security over Sandfire’s DeGrussa
Operations as well as corporate security with minimum
quarterly cash holdings until repayment. Execution of
documentation for the US$650m MATSA Syndicated
Debt Facility was completed during the half-year with full
draw down occurring subsequent to period end on
1 February 2022.
• Sandfire sold its CHESS depositary interests (CDIs) in
Adriatic Metals plc for A$97m. Sandfire regained its place
in the ASX200 Index.
Metal Tiger plcAnnual Report & Accounts 2021
21
Other material equity investments as at
31 December 2021, 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 a 51/49 held joint venture in
Kalahari Metals Limited (“KML”) focused on copper silver
mineralsation as well as two strategic investments. Together
with the partial sale of KML, Metal Tiger also made a follow
on investment in Cobre such that as at 31 December 2021,
the Company held 34,764,096 ordinary shares representing
21% of the issued ordinary share capital of Cobre valued
at £1,754,000. Michael McNeilly was appointed as a
Non-Executive Director on the KML Board as part of the
investment in 2019 and remains on the Board. Cobre listed
on the ASX in January 2020 raising A$10m.
Kitlanya West access road along the vetinary fence
A summary of key Cobre developments for 2021:
• Completed the acquisition of 51% of KML.
• Completed substantial exploration programmes in
Botswana via its contribution to KML. See Project
investments section for further details of the work
completed by KML during the financial year.
• Invested into Armada Metals Limited (ASX: AMM) on the
same terms and in the same quantum as Metal Tiger plc.
• Invested A$1m in Metal Tiger plc as part of its A$5m
(before costs) CDI raise in July 2022.
• Cobre raised A$6.7m primarily to meet the capital
requirements for exploration expenditure in the KML
joint venture with Metal Tiger.
• In April 2021, Cobre commenced a programme of
review and planning related to the broader exploration
potential of the Perrinvale Project. This was completed
during the remainder of 2021 and results were
announced in January 2022.
Metal Tiger plcAnnual Report & Accounts 2021 22
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
EQUITY INVESTMENTS (continued)
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 a follow-on
investment in Southern Gold during 2021 and as at
31 December 2021, held 40,794,000 shares representing
19.1% of the issued share capital of Southern Gold as well
as 7,284,500 AU$0.18 warrants which expire on
19 October 2022, valued at £1,293,000. As part of the
initial investment agreement in 2020, 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.
A summary of key Southern Gold developments for 2021:
• Managing Director, Simon Mitchell, departed the company
in October 2021 and Southern Gold commenced a
search process for a new Managing Director.
• Robert Smillie was appointed as in-country (South
Korea) Exploration Manager in July 2021 and arrived in
South Korea in October 2021. This represented the first
time a senior expatriate geologist had been to South
Korea since the beginning of the COVID-19 pandemic.
• Other experienced ex-patriate geologists were hired to
work in-country, including Senior Geologist, Scott Randall.
• Following a lack of encouraging drill results from the
projects drilled in 2021, the company focused on
database improvements and data gathering to improve
and support an aggressive project field campaign in
2022. This work commenced in earnest in November
2021 following the arrival of Robert Smillie and largely
completed in January 2022.
• 200 million shares in Bluebird Merchant Ventures
Ltd (LSE:BMV) were issued as consideration for the
sale of Southern Gold’s 50% equity interests in now
incorporated joint ventures covering the Gubong and
Kochang (Geochang) projects in the Republic of Korea.
Armada Metals Limited (“Armada”)
Armada is an ASX listed, Gabon focused, resource
exploration and development company which owns
the Nyanga Project which consists of two exploration
tenements prospective for nickel-copper sulphide, covering
a total area of 2,991km2. The project lies on the western
margin of the Nyanga Basin where the basin onlaps and is
also structurally juxtaposed against the Archean to Eburnian
basement rocks. Following completion of Armada’s IPO, as
at 31 December 2021, Metal Tiger held 15,000,000 shares
representing 14.42% of the issued share capital of Armada
as well as 3,333,333 AU$0.334 warrants which expire on
26 November 2026, with the combined investment valued
at £1,203,000.
Mitchel Diamond drilling
Metal Tiger plcAnnual Report & Accounts 2021 23
A summary of key Armada Metals Limited developments
for 2021:
Summary of investments made in new portfolio
companies and fully exited in 2021
• Airborne geophysics covering an area of 203km2
consisting of 707line-km over parts of the Eburnean
basement corridor, including five magmatic Ni-Cu
exploration targets along the Libonga-Matchiti Trend.
The survey led to the identification of 28 HTDEM
plates, which following further processing identified
14 new prominent late-time bedrock conductors
which correlate with the margins of interpreted
mafic/ultramafic units, defined by previous magnetic,
radiometric, gravity and geological mapping and
sampling programmes.
• Armada Metals Limited listed on the ASX at a price of
A$0.20 in December 2021 raising A$10m before costs.
Passive Investments:
During 2021, the Company also invested 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 2021, the Company entered into fifteen new
minority equity investments and four follow-on minority
equity investments at a total investment cost of £6,352,206.
Eighteen minority equity investments were partially
or completely exited in 2021 raising gross proceeds
of £4,050,000.
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 2021
Outlook
At 31 December 2021, 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 2022.
Metal Tiger also has a number of early stage Equity
Investment holdings in early stage, exploration-focused
companies and 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.
Helicopter transporting a
diamond rig to the Libonga North target.
Metal Tiger plcAnnual Report & Accounts 2021 24
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Summary of listed investments held at 31 December 2021
Investment
Listing
Exchange
Description
No. of securities held
Sandfire Resources
Limited
ASX
Copper, gold and silver
mining and exploration
2,842,667 ordinary shares (held as
security in structured finance loan)
4,714,286 ordinary shares
(held as collateral for collateral loan)
Value at
year end £
10,044,450
16,657,741
320,104 ordinary shares (uncharged)
1,131,075
Cobre Limited
ASX
Base metal exploration
34,764,096 ordinary shares
Southern Gold Limited
ASX
Gold mining and exploration
Camino Minerals Corp.
TSXV
Copper exploration
40,794,000 ordinary shares
7,284,500 unlisted warrants
(A$0.18 expiry 19/10/2022)
2,941,176 unlisted warrants
(C$0.25 expiry 18/5/2023)
1,754,822
1,292,476
626
32,855
15,000,000 ordinary shares
1,087,425
Armada Exploration
Limited
Pan Global
Resources Inc
ASX
Nickel and copper exploration
TSXV
Base and precious metal exploration
3,333,333 unlisted warrants
(A$0.334 expiry 22/11/2026)
250,000 ordinary shares
694,444 unlisted warrants
(A$0.28 expiry 20/07/2022)
Artemis Resources
Limited
ASX
Copper, gold and cobalt
exploration and development
7,209,630 ordinary shares
Adventus Mining Group*
TSVX
Copper-Gold exploration
and development
125,000 ordinary shares
Thor Mining plc
AIM/ASX
Molyhil
Tungsten Project
Avidian Gold Corp
TSXV
Copper and gold exploration
Inflection Resources
Limited
CSE
Copper and gold exploration
Anacortes Mining Corp.*
TSVX
Gold exploration
34,288,462 ordinary shares
12,500,000 unlisted warrants
(1p expiry 23/01/2022)
5,769,231 unlisted warrants
(1.3p expiry 17/08/2023
8,000,000 unlisted warrants
(A$0.015 expiry 17/12/2022
8,000,000 unlisted warrants
(A$0.02 expiry 17/12/2023
995,000 ordinary shares
500,000 unlisted warrants
(C$0.2 expiry 8/6/2024)
333,250 ordinary shares
234,375 unlisted warrants
(C$0.5 expiry 14/5/2022)
208,333 ordinary shares
104,167 unlisted warrants
(C$3.3 expiry 22/7/2023)
Barton Gold Limited
Benz Mining Corp.*
ASX
ASX
Gold exploration
550,000 ordinary shares
Gold, Lithium exploration
257,482 ordinary shares
115,455
110,428
194,435
321,340
69,017
218,959
7,450
9,417
16,668
30,974
49,155
9,148
29,053
2,231
205,842
34,636
64,977
89,875
Metal Tiger plcAnnual Report & Accounts 2021 25
Summary of listed investments held at 31 December 2021 (continued)
Investment
Cannon Resources
Limited*
Listing
Exchange
Description
No. of securities held
Value at
year end £
ASX
Nickel exploration
83,333 unlisted warrants
(A$0.2 expiry 30/6/2024)
17,479
324,788
52,358
27,898
527
110,345
64,430
174,547
54,110
Camino Minerals Corp.*
TSVX
Copper and silver exploration
5,882,353 ordinary shares
Diablo Resources
Limited*
ASX
Gold exploration
750,000 ordinary shares
Aurelius Minerals Inc.
TSXV
Gold exploration
200,000 ordinary shares
100,000 unlisted warrants
(C$0.7 expiry 15/7/2022)
Greatland
Gold PLC*
Greentech Metals
Limited*
Heavy Minerals Limited*
Millennial Precious
Metals Corp.
Rainbow Rare
Earths Limited*
AIM
ASX
ASX
TSXV
AIM
Gold exploration and development
689,655 ordinary shares
Nickel exploration
700,000 ordinary shares
Mineral Sands exploration
1,912,000 ordinary shares
Gold exploration
133,000 ordinary shares
Rare Earth exploration
and development
2,400,000 ordinary shares
417,000
Sable Resources Limited
TSXV
Gold and silver exploration
1,166,666 unlisted warrants
(A$0.2 expiry 10/9/2023)
Mineros SA*
Mt. Malcolm Mines NL
Todd River Resources
Limited*
TSXV
ASX
ASX
Gold producer
527,000 ordinary shares
Gold exploration
1,196,970 ordinary shares
Nickel, Copper, PGE, Gold,
Zinc exploration
650,000 ordinary shares
Pearl Gull Iron Limited*
ASX
Iron Ore exploration
Red Dirt Metals Limited*
ASX
Lithium, Gold exploration
Marimaca Copper Corp.
TSXV
Copper exploration
Palladium One
Mining Inc.
TSXV
Nickel and copper exploration
*Denotes new additions to the portfolio during the year.
800,000 ordinary shares
550,000 unlisted warrants
(A$0.3 expiry 6/9/2024)
1,152,467 ordinary shares
833,333 unlisted warrants
(A$0.25 expiry 21/9/2024)
70,978 unlisted warrants
(C$4.1 expiry 31/12/2022)
170,000 unlisted warrants
(C$0.45 expiry 22/2/2023)
67,773
346,110
83,560
28,273
33,509
4,040
411,552
237,775
24,488
3,000
Metal Tiger plcAnnual Report & Accounts 2021 26
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Summary of unlisted investments held at 31 December 2021
Investment
ACDC Metals Limited*
Veta Resources Inc.
Moxicon Resources
Tally Limited
Listing
Exchange
Private
Private
Private
Private
Description
No. of securities held
Rare Earth exploration
250,000 ordinary shares
Holding company
1,666,667 ordinary shares
Copper producer
500,000 ordinary shares
Gold currency
3,840,909 ordinary shares
Value at
year end £
13,425
146,840
140,000
57,614
*Denotes new additions to the portfolio during the year.
Summary of recent trading performances
Total return percentage over the period 1 January 2021 to 31 December 2021:
Currency of
underlying investment
Cash outflows
of investments
Cash inflows
from redemptions
of investments
Market value of
residual positions
Total
return £
Total
return %
Australian Dollar
Canadian Dollar
Great British Pound
Combined
4,343,071
1,934,177
619,548
4,343,071
1,917,880
502,551
-
3,457,229
1,215,377
676,762
1,032,038
(216,249)
57,214
1,917,880
3,457,229
1,032,038
67%
(11%)
9%
24%
The table reflects the combined total return performance of new Passive investments made during 2021 as indicated in the three tables above
by a *.
Reverse Circulation sample preparation, Endurance Prospect, Kitlanya East
Metal Tiger plcAnnual Report & Accounts 2021 27
The chart below is to illustrate indicative performance of Passive investments in 2021 including the positions entered into in
during 2020 which remained on hand as at December 2020.
2021 Running NAV
NAV
£8,000,000
£7,000,000
£6,000,000
£5,000,000
£4,000,000
£3,000,000
£2,000,000
£1,000,000
£0
Cash Flow
£1,500,000
£1,000,000
£500,000
£0
-£500,000
-£1,000,000
-£1,500,000
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 £5,143,000
at the beginning of 2021 and excludes the Company’s
equity positions) in Sandfire (and any dividends received) any
derivatives as well as Active investment.
Assumed starting position
Asset class
Percentage mix
Equities and warrants *
Cash*
67%
33%
*starting value as at beginning of 2021 of £5,143,000
is based on the NAV as reported on 31 December
2020, for Passive investments excluding Sandifre.
Metal Tiger plcAnnual Report & Accounts 2021 28
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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.
Results for the year
Operating performance
(2020: 62.2%). During the year the Company recognised
a profit on this partial sale of interest in the amount
of £21,000 (2020: Nil). The carrying value of the
Company’s interest in KML at year end is £2,873,000
(2020: £3,198,000), after accounting for its proportionate
share of losses of £493,000 (2020: £25,000). This was
predominately driven by the decision by the Board of KML
to impair the Triprop tenements over the Ngani copper
project to deemed residual values, based on the expected
carrying value given reference inter alia to future proposed
exploration budgets assigned.
There was an overall profit in the year resulting from the
disposals and fair valuing of investments during the year
of £1,830,000 (2020: gain of £3,801,000). This reflects
market conditions in the year and more specifically where
unrealised gains in our Sandfire position were paired
by unrealised losses in our Active investments in Cobre
and Southern Gold. The Board’s conviction in the active
investment strategy remains comfortable but notes that
they are unlikely to pursue additional Active investments
in the near term. The investments are medium to longer
term in nature offering exposure to earlier stage exploration
projects where the Company has a significant interest and
therefore some ability to influence strategic outcomes.
The Company received dividend income of £1,538,000
(2020: £648,000) and net finance cost of £1,787,000
(2020: £610,000) mainly relating to the change in value
of the derivatives securing the Group’s structured finance
loans with a charge of £1,269,000 (2020: gain £46,000).
The value of the derivative inherently moves in contrast to
the performance of the underlying share price over which
the derivative is priced.
A material contributor to the results of the Company
during the year, was as a result of the substantial increase
in Sandfire’s A4 copper/silver Mineral Resource, which
enabled the revaluation of the Company’s 2% net smelter
return (“NSR”) over circa 8,000km2 of Sandfire’s exploration
tenements and in-particular the licence that holds the A4
project, resulting in the recognition of a gain in the amount
of £5,214,000 during the year (2020: £3,638,000).
All told the profit for the year on ordinary activities before
tax was £4,215,000 (2020: £3,787,000).
Administration costs for the year were £2,108,000 (2020:
£2,934,000). With share-based payment costs stripped
out from the respective years, the adjusted costs total
£2,019,000 (2020: £2,460,406). The cost downward trend
reflects the Board’s continuous drive for efficiencies which
remain ongoing, and more specifically the closing down of
the London based head office.
Cashflow and financing
Disposals from equities during the year raised £13,434,000
and a further net £18,676,000 was invested into the
purchase of equities and other investments. Operational
cash outflows before working capital changes amounted
to £2,009,000 (2020: £2,441,000), further reinforcing the
progress in the cost cutting measures.
As more fully detailed in the commentary in the projects
investment section the Company disposed of a partial
interest in our joint venture KML to Cobre which resulted in
the Company’s interest in KML reducing to 49%
The net cash requirement for operations, was met out
of cash generated by the exercise of warrants, dividends
received, and the utilisation cash reserves at the beginning
of the year.
Metal Tiger plcAnnual Report & Accounts 2021 29
The net cash requirement to grow the investments and
support the joint venture drilling campaign was financed
by a mixture of the net proceeds of the equity placement
£2,348,000 (2020: Nil) and the net proceeds from a
collateral loan £4,578,000 (2020: Nil).
Cash in hand at the end of the year was £648,000
(2020: £458,000).
No dividend has been declared or recommended during
the year under review (2020: Nil).
Finance and Working Capital
In the first half of the year the Company completed its
compliance listing on the ASX and subsequently the
Company successfully raised A$5m from new institutional
and sophisticated investors as well as received the support
of existing investors.
Further to the equity raise above, certain of the
Company’s shareholders showed their continued support
of the Company by exercising a total of 2,598,437
warrants, at an average price of 20.5p, raising £532,000
in cash during the year.
Disposals from equities during the year raised £13,434,000
and a further net £18,676,000 was invested into the
purchase of equities and other investments. Operational
cash outflows before working capital changes amounted
to £2,009,000 (2020: £2,441,000), further reinforcing the
progress in the cost cutting measures.
The net cash requirement for operations, was met out
of cash generated by the exercise of warrants, dividends
received, and the utilisation cash reserves at the beginning
of the year.
The net cash requirement to grow the investments and
support the joint venture drilling campaign was financed
by a mixture of the net proceeds of the equity placement
£2,348,000 (2020: Nil) and the net proceeds from a
collateral loan £4,578,000 (2020: Nil).
Cash in hand at the end of the year was £648,000
(2020: £458,000).
No dividend has been declared or recommended during
the year under review (2020: Nil).
The Group had cash reserves on 31 December 2021 of
£648,000 (2020: £458,000) and net current assets of
£24,112,000 (2020: £21,116,000).
Reverse Circulation sample splitting
Metal Tiger plcAnnual Report & Accounts 2021 30
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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
2021
31 December
2020
Change
%
£38,822,000
£31,186,000
22.9p
20.5p
-10%
20.3p
23.5p
16%
+24%
+13%
-13%
Market capitalisation
£34,732,000
£36,028,000
-4%
¹ Fully diluted net asset value is calculated on the aggregate number of shares in issue at the year end and the number of
warrants and options in the money at the year end. There were no warrants in the money at the yearend (2020: 962,996).
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, the Board
believes 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.
Diamond drilling at Endurance, Kitlanya East
Metal Tiger plcAnnual Report & Accounts 2021 31
POST YEAR END DEVELOPMENTS
in part by higher energy costs and global inflation pressures.
Equity Investments
Sandfire Resources Limited
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, In
2021, Sandfire acquired (completing in 2022) 100% of the
Minas de Aguas Tenidas (“MATSA”), comprising of three
underground mining operations feeding a 4.7Mtpa central
processing facility with state-of-the-art infrastructure for
a total consideration of US$1,865m. Sandfire also has
development and exploration projects in North America
and Botswana.
Sandfire paid an interim dividend of A$0.03 per share in
March 2022. Metal Tiger received circa A$148,000 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$85,000.
In February 2022, Sandfire completed the US$1,865m
acquisition of the MATSA Mining Complex in Spain. Prior to
completion a wholly owned subsidiary of Sandfire entered
into various hedging arrangements further details of which
can be found in Sandfire’s announcement: “Sandfire
completes acquisition of MATSA” from 1 February 2022.
In Sandfire’s Half Year Report Presentation they noted the
following near-term key projects in relation to MATSA:
• Confirm near term operational plans;
• Review and update of Mineral Resource;
• Ore Reserve statement;
• Long term mine plan;
• Plant readiness and recovery; and
• Product optimisation.
This included optimisation and the implementation of a
five-year plan which noted several key objectives, including
but not limited to: lifting mine productivity and developing
a plan to grow throughput to 4.7Mtpa and beyond; mineral
resource to ore reserve conversion to extend the mine
life of existing mines and enhance operational planning;
near mine mineral resource extensions at existing mines
and evaluating and commencing a regional exploration
campaign to underpin future expansions of throughput and
mine life.
The report also provided production guidance for the five
months to June 2022 and notably included increased C1
unit costs but with US$3.40/lb of Cu payable. This meant
increased margins with higher base metal prices were offset
Notably the Motheo Copper Mine included cost estimates
for the 5.2Mtpa Motheo Expansion case which they noted
remained on schedule for completion in the June 2022
Quarter.
Cobre Limited
In January 2022 Cobre announced the successful outcome
of the 2021 field exploration programme on the company’s
100% owned Perrinvale Volcanic Hosted Massive Sulphide
Project. The highlights from the update included:
• A systematic soil and rock chip sampling approach
identified 29 new areas of interest;
• After follow-up fieldwork, 17 of those areas and five of
the original prospects are considered prospective and
warrant further exploration;
• Limited MLEM surveying has identified conductors
worthy of drill testing at three new priority prospects; and
Malachite mineralisation (copper carbonate hydroxide)
identified at Costa del Islas.
Southern Gold Limited
Southern Gold released an update on the strategic
direction of the company for 2022 and beyond noting the
following key points:
• South Korea continues to be the primary focus.
• Additional senior geological staff and contractor
resources have been engaged for ongoing
exploration campaigns
• The company is exploring options relating to the two
hundred million shares received from BMV for purchase
of SAU’s JV interest in the Kochang and Gubong mines
in South Korea.
CEO recruitment continues seeking an experienced leader
to drive the Company’s strategic objectives.
Armada Exploration Limited
In March 2022, Armada announced the renewal of
permit G5-555 having received the renewal formally
on 28 February 2022. The permit is valid for an additional
three years until February 2025. This renewal allows
for the highest ranked target, Matchiti Central, which
is situated within the permit to be drilled. Armada also
announced commencement of drilling at the Nyanga
Project in Gabon with a diamond drilling programme to
consist of up to 3,000m.
Metal Tiger plcAnnual Report & Accounts 2021 32
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Summary of investments made between year end and the date of release of the financial statements.
Investment
Listing
Exchange
Description
Initial Investment made
Investment made
£
Heavy Minerals Limited
ASX
Mineral Sands exploration
1,650,000 ordinary shares
Adventus Mining Group
TSVX
Copper-Gold exploration
and development
280,000 ordinary shares
Alien Metals Limited*
ASX
Silver and iron ore exploration
6,000,000 ordinary shares
Artemis Resources Limited
ASX
Copper, gold and cobalt
exploration and development
Pan Global Resources Inc
TSXV
Base and precious metal exploration
Helix Resources Limited
ASX
Max Resources Corporation*
TSVX
Copper and gold exploration
and development
Copper-Silver and gold
exploration and development
Northern Graphite Corporation*
TSVX
Graphite producer and exploration
9,333,333 ordinary shares
694,444 ordinary shares-
excercised warrants
7,264,086 ordinary shares
1,350,000 ordinary shares
675,000 unlisted warrants
(C$0.36 expiry 25/3/2024)
660,000 ordinary shares
330,000 unlisted warrants
(C$1.1 expiry 8/2/2024)
252,341
164,690
57,525
351,000
157,762
87,169
213,548
287,249
*Denotes new additions to the portfolio since the year end.
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.
Metal Tiger plcAnnual Report & Accounts 2021 33
COVID-19
GOING CONCERN
During the COVID-19 pandemic to date, the Company has
been 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 that countries and general operations are 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.
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
£33,156,000, including cash balances of £648,000 and freely
tradeable quoted investments in excess of £31,000,000
compared with short term liabilities of £9,044,000.
Whilst equity prices are volatile given, inter alia, the
coronavirus pandemic and more recently the Ukraine
conflict, 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.
Drill site preparation, Kitlanya West
Metal Tiger plcAnnual Report & Accounts 2021 34
Long road into Kitlanya West
Metal Tiger plcAnnual Report & Accounts 2021 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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 42.
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.
35
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 42.
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 42 to 43. 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 42. 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 2021 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
30 March 2022
Metal Tiger plcAnnual Report & Accounts 2021 36
CHAIRMAN’S CORPORATE
GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
The Company has adopted the QCA Code and where
appropriate the further requirements required by the
application of the ASX Corporate Governance Principles and
Recommendations (ASX Corporate Governance Council,
4th Edition) and, consistent with ASX listing rule 4.10.3
and AIM rule 26, this section of the Report and Accounts
explains how it complies with the QCA Code and ASX
Corporate Governance Principles and Recommendations
(ASX Corporate Governance Council, 4th Edition) or, where
it departs from each applicable 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 and where appropriate the
further requirements required by the application of the ASX
Corporate Governance Principles and Recommendations
(ASX Corporate Governance Council, 4th Edition) the
Board has implemented principles and practices 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 also detail
generally the approach the Board takes to corporate
governance and set out how the Company complies
with the majority of principles within the QCA Code and
where appropriate the further requirements required
by the application of the ASX Corporate Governance
Principles and Recommendations (ASX Corporate
Governance Council, 4th Edition). It also explains where
we have decided that the recommendations in the QCA
Code and/or ASX Corporate Governance Principles and
Recommendations (ASX Corporate Governance Council,
4th Edition) 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 and where appropriate the
further requirements required by the application of the ASX
Corporate Governance Principles and Recommendations
(ASX Corporate Governance Council, 4th Edition) 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.
The Company does not have a formal nomination
committee, however it does formally consider board
succession issues and whether the board has the
appropriate balance of skills, knowledge, experience,
and diversity. This evaluation is undertaken collectively
by the Board. Furthermore, the Company does not have
and disclose a formal process for periodically evaluating
the performance of the board, its committees, individual
directors or senior executives nor does it disclose, in relation
to each reporting period, whether a performance evaluation
was undertaken in the reporting period in accordance with
that process. This evaluation is undertaken collectively by the
Board via an informal process.
The Company does not have a formal risk committee,
however it does formally consider and oversee risk matters
and issues in accordance with its Risk Management Policy.
This evaluation is undertaken collectively by the Board.
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.
The Company also has an Audit Committee, which
comprises two Non-Executive Directors, Charles Hall and
Neville Bergin. 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.
The Company has a diversity policy but has not yet set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally. The Company is in the process of setting such
objectives and expects to finalise these in the coming
financial year.
The Appendix 4G, “Key to disclosures Corporate
Governance Council Principles and Recommendations”
in terms of Listing Rules 4.7.3 and 4.10.3 of the ASX for the
year ended 31 December 2021, and further information
on the Company’s corporate governance policies and
practices can be found at www.metaltigerplc.com.
Charles Hall
Chairman
30 March 2022
Metal Tiger plcAnnual Report & Accounts 2021 37
Mitchell diamond drilling at Endurance, Kitlanya East
Metal Tiger plcAnnual Report & Accounts 2021 38
BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD
The current Board of Directors with biographies is set out
on page 41.
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.
David Wargo and Neville Bergin are Non-Executive
Directors and Neville Bergin is considered to be the senior
independent Director.
Attendance at Board meetings during the year ended
31 December 2021 was as follows:
Director
Charles Hall
Michael McNeilly
Mark Potter
Neville Bergin
David Wargo
Max number
of meetings
Actual
attendance
24
24
24
24
24
24
22
20
22
18
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;
• AIM and ASX Stock Exchange related issues including
the approval of the Company’s announcements and
communications with the shareholders, the Nominated
Advisor (“NOMAD”) and the Stock Exchanges;
• senior management and subsidiary Board appointments
and remuneration, contracts and the grant of share options;
• key commercial matters;
• risk assessment;
• financial matters including the approval of the budget
and financial plans, changes to the Group’s capital
structure, the Group’s business strategy, acquisitions
and disposals of businesses and investments and capital
expenditure; and
• other matters including health and safety policy,
insurance and legal compliance.
Other matters are delegated to the Executive Directors
who regularly update and consult with the Board on
matters arising and decisions to be taken, fully utilising the
in-depth experience of Board members on such matters.
Remuneration of Executive Directors is decided by
the Remuneration Committee as detailed below. The
remuneration of Non-Executive Directors is determined by
the Board as a whole. In setting remuneration levels, the
Company seeks to provide appropriate reward for the skill
and time commitment required so as to retain the right
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 8 to the financial statements.
Metal Tiger plcAnnual Report & Accounts 2021 39
AUDIT COMMITTEE
The Audit Committee, which comprises two Non-Executive
Directors, Charles Hall and Neville Bergin, The size of
the committee is deemed appropriate by the directors
given the size and complexity of the business. 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 2021 was as follows:
Director
Charles Hall
Neville Bergin
Max number
of meetings
Actual
attendance
2
2
2
2
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 size of the committee is deemed appropriate by the
directors given the size and complexity of the business 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 2021 was as follows:
Director
Charles Hall
Neville Bergin
Max number
of meetings
Actual
attendance
4
4
4
4
Main tented camp at Kitlanya East
Metal Tiger plcAnnual Report & Accounts 2021 40
Storm brewing, Kitlanya West
Metal Tiger plcAnnual Report & Accounts 2021 BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD
DIRECTORS’ BIOGRAPHIES
Mark Potter
Chief Investment Officer
41
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.
Length of service: 5 years
Michael McNeilly
Chief Executive Officer
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.
Length of service: 5 years
Mark Potter who was appointed to the Board in January
2017 has over 15 years’ experience in natural resources
investments. Mark also serves as Chief Investment Officer
of Metal Tiger plc.
Mark is currently Non-Executive Chairman of Artemis
Resources Limited (ASX:ARV) and Non-Executive Director
of Thor Mining Plc (ASX/AIM:THR) and was a former
Director and Chief Investment Officer of Anglo Pacific
Group, a London listed natural resources royalty company.
Length of service: 5 years
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 ten 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).
Length of service: 4 years
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.
Length of service: 1 year
Metal Tiger plcAnnual Report & Accounts 2021 42
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 2021 43
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.
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
page 41. 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.
Metal Tiger plcAnnual Report & Accounts 2021 44
COMPLIANCE WITH THE ASX CORPORATE
GOVERNANCE PRINCIPLES AND
RECOMMENDATIONS
(ASX Corporate Governance Council, 4th Edition.)
The sections below set out the requirements of the
principles and how the Company complies with them.
Principle 3: Instill a culture of acting lawfully,
ethically and responsibly.
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 behaviors are recognised.
The Company has adopted a comprehensive list of policies
to install and monitor the said culture:
Anti-Bribery Policy, Business code of conduct, and
whistleblowers policy.
For further details refer to
www.metaltigerplc.com/Corporate-Governance
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 oversees the role of the Executive Directors in
these matters.
Principle 1: Lay solid foundations for management
and oversight.
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.
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.
All Directors and senior executives have written agreements
setting out the terms of their appointment.
The Board is in the process of establishing measurable
objectives to be set for the 2022 financial year in respect of
its Diversity policy, being the first full year that the company
will be listed on the ASX.
For further details refer to the Boards Charter at
www.metaltigerplc.com/Corporate-Governance
Principle 2: Structure the board to be effective and
add value.
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.
The company secretary is accountable directly to the
Board, through the chair, on all matters to do with the
proper functioning of the Board.
For further details on the boards skills matrix refer to
www.metaltigerplc.com/Corporate-Governance
Metal Tiger plcAnnual Report & Accounts 2021 45
Principle 4: Safeguard the integrity of corporate
reports.
The Audit and Risk committee and the Board review all the
reports that encompass the periodic release of Financial
Performance (Yearly Financial Statements, the Interim
Financial Statements and Appendix 4e).
All material market announcements are distributed to the
Board prior to release or as a minimum shortly thereafter.
The Company has adopted comprehensive policies including
Communications and Continuous Disclosure policies.
For further details refer to
www.metaltigerplc.com/Corporate-Governance
Principle 5: Make timely and balanced disclosure.
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 Annual General
Meeting is a forum for shareholders to engage in dialogue
with the Board. The results of the Annual General Meeting
will be published via Stock Exchange announcements and
on the Company’s website.
Principle 6: Respect the rights of security holders.
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 Annual General
Meeting is a forum for shareholders to engage in dialogue
with the Board. The results of the Annual General Meeting
will be published via Stock Exchange announcements and
on the Company’s website.
Principle 7: Recognise and manage risk.
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.
The Company has adopted a comprehensive Risk
Management policy.
For further details refer to
www.metaltigerplc.com/Corporate-Governance
8: Remunerate fairly and responsibly.
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.
For further details on the Remuneraion and Nomination
Charter refer to
www.metaltigerplc.com/Corporate-Governance
Metal Tiger plcAnnual Report & Accounts 2021 46
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2021
The Directors present their report together with the audited
financial statements for the year ended 31 December 2021.
FINANCIAL RISK MANAGEMENT
OBJECTIVES AND POLICIES
A review of the business and principal risks and
uncertainties has been included in the Strategic Report.
DIVIDENDS
No interim dividend was paid (2020: £Nil) and the Directors
do not propose a final dividend (2020: £Nil) for the 12
months ended 31 December 2021.
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)
David Michael McNeilly
Mark Roderick Potter
Neville Keith Bergin
David Alan Wargo
Further details of the Directors’ remuneration are given in
note 8, details of Directors’ share options are given in note
25 and the Directors’ interests in transactions of the Group
and the Company are given in note 27.
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 26.
SIGNIFICANT SHAREHOLDERS
As at 29 March 2022 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%
Details of the Group’s financial risk management
objectives and policies are set out in note 26 to these
financial statements.
POST YEAR END EVENTS
The following post year events have taken place.
Sandfire Resources Limited:
The Company reduced its net investment in SFR since the
year end by 115,000 shares.
Ukraine conflict
The situation with respect to Ukraine has affected market
sentiment and increased volatility in particular to the
carrying value of some of the listed equity investments.
The future responses of international governments and
duration of the conflict are currently not known. The
Board of Directors continues to monitor this situation, but
future actions and policy changes could further affect the
valuation of in particular its listed equity investments. Given
the nature of the assets the realisation and settlement
of its assets and liabilities should not be affected and
consequently the Board does not consider the effects
thereof to impact the Going Concern assumption.
Other Events
Details of purchases of Equity investments since the year
end and post year end developments at the respective
portfolio level are included in the Strategic Report section.
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.
Metal Tiger plcAnnual Report & Accounts 2021 47
In the case of each person who was a Director at the time
this report was approved:
• so far as that Director is aware there is no relevant
audit information of which the Company’s auditor is
unaware; and
• that Director has taken all steps that the Director ought
to have taken as a Director to make himself aware of
any relevant audit information and to establish that the
Company’s auditor is aware of that information.
The Directors are responsible for ensuring that the
Annual Report and the Financial Statements are
made available on a website. Financial statements are
published on the Company’s website in accordance
with legislation in the United Kingdom governing the
preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Company’s website
are the responsibility of the Directors. The Directors’
responsibilities also extend to the on-going integrity of the
financial statements contained therein.
AUDITOR
A resolution to re-appoint Crowe U.K. LLP as auditor of the
Company for the year ended 31 December 2022 will be
proposed at the forthcoming Annual General Meeting.
By order of the Board
DIRECTORS’ INDEMNITY INSURANCE
As permitted by Section 233 of the Companies Act 2006,
the Company has purchased insurance cover on behalf of
the Directors indemnifying them against certain liabilities
which may be incurred by them in relation to the Group.
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
The Directors are responsible for preparing the Annual
Report and Financial Statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have elected to prepare Group and Company
financial statements in accordance with UK adopted
international Accounting Standards. 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 both 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 UK adopted international Accounting Standards,
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.
Adrian Bock
Secretary
30 March 2022
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.
Metal Tiger plcAnnual Report & Accounts 2021
48
INDEPENDENT AUDITOR’S REPORT TO
THE SHAREHOLDERS OF METAL TIGER PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
Opinion
We have audited the financial statements of Metal Tiger plc
(the “Parent Company”) and its subsidiaries (the “Group”)
for the year ended 31 December 2021, which comprise:
• the Group statement of comprehensive income for the
year ended 31 December 2021;
• the Group and Parent Company statements of financial
position as at 31 December 2021;
• the Group and Parent Company statements of cash
flows for the year then ended;
• the Group and Parent Company statements of changes
in equity for the year then ended; and
• the notes to the financial statements, including
significant accounting policies.
The financial reporting framework that has been
applied in the preparation of the financial statements is
applicable law and UK-adopted International Accounting
Standards and, as regards the parent company, as
applied in accordance with 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 2021 and of the Group’s profit for
the period then ended;
• the Group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards;
• the parent company financial statements have been
properly prepared in accordance with UK-adopted
International Accounting Standards as applied in
accordance with the Companies Act 2006, and
• 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 the 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’s and Parent Company’s ability to continue
to adopt the going concern basis of accounting included:
• Assessing the cash flow requirements of the Group
based on budgets and forecasts;
• Understanding what forecast expenditure is committed
and what could be considered discretionary;
• Considering the liquidity of existing assets on the
statement of financial position;
• Considering the terms of the finance facilities and the
amount available for drawdown; and
• Considering potential downside scenarios and the
resultant impact on available funds.
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 Group’s and Parent 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 £650,000 (2020 £450,000), based on
approximately 1.8% of the Group’s net assets at planning
stage. We did not consider it appropriate subsequently
to amend our assessment. Materiality for the Parent
Company financial statements as a whole was set at
£630,000 (2020: £400,000) based on approximately 1.8%
of the Company net assets at planning stage.
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
Metal Tiger plcAnnual Report & Accounts 2021 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. This is set at £455,000 (PY
£315,000) for the Group and £441,000 (PY £280,000) for
the parent.
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 £19,500 (2020: £13,500).
Errors below that threshold would also be reported to it
if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
The parent company’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.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters.
This is not a complete list of all risks identified by our audit.
49
Custom-built Zinex A5 diamond drill rig set-up at the
first drill hole site at Libonga North. Source: AMM.
Metal Tiger plcAnnual Report & Accounts 2021 50
INDEPENDENT AUDITOR’S REPORT TO
THE SHAREHOLDERS OF METAL TIGER PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
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.
Narrative for key matter 2.
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 2021 51
Our audit procedures in relation to these matters were
designed in the context of our audit opinion as a whole.
They were not designed to enable us to express an
opinion on these matters individually and we express no
such opinion.
Other information
The directors are responsible for the other information
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 Group
and the Parent Company and their environment obtained
in the course of the audit, we have not identified material
misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following
matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified
by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Responsibilities of the Directors
for the financial statements
As explained more fully in the directors’ responsibilities
statement set out on page 47, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the Group’s and Parent
Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless
the directors either intend to liquidate the Group or the
Parent Company or to cease operations, or have no
realistic alternative but to do so.
Metal Tiger plcAnnual Report & Accounts 2021 52
INDEPENDENT AUDITOR’S REPORT TO
THE SHAREHOLDERS OF METAL TIGER PLC
FOR THE YEAR ENDED 31 DECEMBER 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.
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 is available 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.
John Glasby (Senior Statutory Auditor)
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
30 March 2022
Metal Tiger plcAnnual Report & Accounts 2021 53
Drilling at Dokcheon Project, December 2020
Metal Tiger plcAnnual Report & Accounts 2021 54
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
Profit on partial sale of interests in explorations in Botswana
Profit on disposal of investments
Movement in fair value of fair value accounted equities
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 BEFORE TAXATION
Tax on profit 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 YEAR
PROFIT FOR THE YEAR ATTRIBUTABLE TO:
Owners of the parent
Non-controlling interest
PROFIT FOR THE YEAR
TOTAL COMPREHENSIVE PROFIT FOR THE YEAR ATTRIBUTABLE TO:
Owners of the parent
Non-controlling interest
TOTAL COMPREHENSIVE PROFIT FOR THE YEAR
EARNINGS PER SHARE
Basic earnings per share
Fully diluted earnings per share
Notes
18
4
15
15
5
6
3,7
9
10
11
7
13
13
2021
£’000
21
1,979
(149)
(493)
-
1,538
5,214
8,110
(2,108)
6,002
467
(2,254)
4,215
(49)
4,166
410
4,576
4,166
-
4,166
4,579
(3)
4,576
2.59p
2.59p
2020
£’000
-
745
3,056
(25)
(731)
648
3,638
7,331
(2,934)
4,397
74
(684)
3,787
-
3,787
182
3,969
3,787
-
3,787
3,970
(1)
3,969
2.48p
2.46p
Metal Tiger plcAnnual Report & Accounts 2021
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
AT 31 DECEMBER 2021
55
NON -CURRENT ASSETS
Intangible assets
Property, plant and equipment
Deferred tax asset
Investment in subsidiaries
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
Share premium account
Capital redemption reserve
Share based payment reserve
Warrant reserve
Translation reserve
Retained profits*
TOTAL SHAREHOLDERS’ FUNDS
Equity non-controlling interests
TOTAL EQUITY
Note
2021
Group
£’000
2021
Company
£’000
2020
Group
£’000
2020
Company
£’000
11
14
15
16
17
18
19
27
20
21
27
22
22
11
23
24
24
24
21
19
2,164
-
2,873
3,613
10,593
19,283
-
-
2,164
564
2,873
3,613
10,593
19,807
27
21
-
-
3,198
9,126
4,866
17,238
-
-
-
564
3,198
9,127
4,866
17,755
32,031
32,031
20,768
20,768
477
-
648
199
3,111
635
574
-
458
332
3,285
430
33,156
35,976
21,800
24,815
312
-
8,732
9,044
24,112
2,242
2,213
118
4,573
244
-
8,686
8,930
326
306
52
684
294
306
-
600
27,046
21,116
24,215
2,242
2,213
118
4,573
7,051
-
117
7,168
7,051
-
117
7,168
38,822
42,280
31,186
34,802
170
15,704
4
2,343
3,048
351
17,114
38,734
88
170
15,704
4
2,343
3,048
-
21,011
42,280
-
153
12,831
4
2,257
5,476
(62)
10,436
31,095
91
153
12,831
4
2,257
5,476
-
14,081
34,802
-
38,822
42,280
31,186
34,802
*Retained profits include the Company’s profit for the year after taxation of £4,418,000 (2020: £4,092,000).
These financial statements were approved by the Board of Directors on 30 March 2022 and were signed on its behalf by:
Michael McNeilly, Director
Company number: 04196004
Metal Tiger plcAnnual Report & Accounts 2021
56
CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation
Adjustments for:
Profit on sale of exploration operations in Botswana
Profit on disposal of fair value accounted equities
Movement in fair value of investments
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
(Decrease)/increase in trade and other payables
Decrease/(increase) in amounts due from subsidiaries
Unrealised foreign exchange gains and losses
Net cash outflow from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets
Purchase of fixed assets
Purchase of investment in, and loans to, joint ventures
Purchase of other fixed asset investments
Purchase of current asset investments
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
CASH AND CASH EQUIVALENTS CARRIED FORWARD
2021
Group
£’000
2021
Company
£’000
2020
Group
£’000
2020
Company
£’000
4,215
4,468
3,787
4,092
(21)
(1,979)
(21)
(1,979)
149
493
-
86
13
(5,214)
(1,538)
(467)
2,254
(2,009)
72
(11)
-
(387)
(2,335)
149
493
-
86
-
(5,214)
(1,538)
(491)
2,213
(1,834)
131
(46)
174
(797)
(2,372)
-
(9)
(453)
-
-
-
(453)
-
(18,676)
(18,676)
1,538
(4,166)
1,538
(4,157)
3,191
(217)
-
4,829
(618)
(491)
6,694
193
458
(3)
648
3,191
(217)
-
4,829
(618)
(451)
6,734
205
430
-
-
(745)
(3,056)
25
731
482
11
(3,638)
(648)
(74)
684
(2,441)
(84)
(1,272)
-
(38)
-
(745)
(3,056)
25
731
482
-
(3,638)
(662)
(74)
674
(2,170)
(73)
131
(136)
(229)
(3,835)
(3,875)
5,013
(5)
(22)
(982)
(228)
(7,219)
648
(2,795)
5,013
-
-
(982)
(228)
(7,219)
662
(2,754)
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
635
458
Proceeds from current asset investment disposals
13,434
13,434
Metal Tiger plcAnnual Report & Accounts 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
57
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
156
13,079
-
(77)
2,004
5,509
(246)
6,420
26,845
92 26,937
-
-
-
1
-
-
-
-
-
252
-
-
(4)
(3)
(500)
(248)
153
12,831
-
-
-
-
-
-
17
3,174
-
-
-
-
-
-
(301)
-
17
2,873
-
-
-
-
-
-
4
4
4
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
77
77
-
-
-
-
482
(229)
-
-
-
-
(33)
-
-
-
253
(33)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
86
-
-
-
-
-
-
84
-
-
(2,512)
86
(2,428)
229
-
-
(423)
229
280
3,787
183
3,970
221
482
4,166
413
4,579
3,191
84
86
(301)
-
3,787
183
-
183
3,787
-
4,166
413
-
413
4,166
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,787
(1)
182
(1) 3,969
-
-
-
-
-
221
482
-
(423)
280
- 4,166
(3)
410
(3) 4,576
-
-
-
-
-
3,191
84
86
(301)
-
2,512
-
2,512
3,060
- 3,060
-
2,257
5,476
(62)
10,436
31,095
91 31,186
170
15,704
4
-
2,343
3,048
351
17,114
38,734
88 38,822
BALANCE AT
1 JANUARY 2020
Profit for the year ended
31 December 2020
Other comprehensive income
TOTAL
COMPREHENSIVE INCOME
Share issues
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
Profit for the year ended
31 December 2021
Other comprehensive income
TOTAL
COMPREHENSIVE INCOME
Share issues
Warrants issued
Cost of share-based payments
Share issue expenses
Transfer of reserves relating
to exercise and expiry of
options and warrants
TOTAL CHANGES
DIRECTLY TO EQUITY
BALANCE AT
31 DECEMBER 2021
Metal Tiger plcAnnual Report & Accounts 2021 58
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
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 2020
156
13,079
Profit for the year and other comprehensive
Income for the year ended
31 December 2020
Share issues
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
-
1
-
-
(4)
(3)
-
252
-
-
(500)
(248)
BALANCE AT 31 DECEMBER 2020
153
12,831
Profit for the year and other comprehensive
Income for the year ended
31 December 2021
Share issues
Warrants issued
Cost of share-based payments
Share issue expenses
Transfer of reserves relating to exercise
and expiry of options and warrants
TOTAL CHANGES DIRECTLY TO EQUITY
BALANCE AT 31 DECEMBER 2021
-
17
-
-
-
-
17
170
-
3,174
-
-
(301)
-
2,873
15,704
-
-
-
-
-
4
4
4
-
-
-
-
-
-
-
4
(77)
2,004
5,509
9,760
30,431
-
-
-
-
77
77
-
-
-
-
-
-
-
-
-
-
-
482
(229)
-
253
-
(33)
-
-
-
(33)
4,092
4,092
-
-
229
-
229
221
482
-
(423)
280
2,257
5,476
14,081
34,802
-
-
-
86
-
-
-
-
84
-
-
(2,512)
86
(2,428)
4,418
-
-
-
-
4,418
3,191
84
86
(301)
2,512
2,512
-
3,060
2,343
3,048
21,011
42,280
Metal Tiger plcAnnual Report & Accounts 2021 59
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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 as well as on the Australian
Stock Exchange. The Group’s principal activities are described in
the Strategic Report.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
BASIS OF PREPARATION
The financial statements have been prepared in accordance with
UK adopted international Accounting Standards. The financial
statements have also been prepared under the historical cost basis,
except for certain assets and liabilities which are measured at fair
value details of which are set out in the relevant policies below.
The financial statements are presented in UK pounds, which is also
the Company’s functional currency.
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.
CHANGES IN ACCOUNTING POLICIES
New/Revised Standards and Interpretations Adopted in 2021:
• IAS 1 ‘Presentation of financial statements’ on classification
of liabilities
• IFRS 16 ‘Leases’ – Covid-19 related rent concessions
• A number of narrow-scope amendments to IFRS 3, IAS 16,
IAS 17 and some annual improvements on IFRS1, IFRS 9,
IAS 41 and IFRS 16
• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
Interest Rate Benchmark Reform- Phase 2
• Amendments to IFRS 17 and IFRS 4,’ Insurance contracts’
deferral of IFRS 9
The Group has not early adopted any standard, interpretation or
amendment that has been issued but is not yet effective.
Standards not yet effective for the financial statements for the year
ended 31 December 2021:
• Amendment to IFRS 16: Covid-19-Related Rent Concessions
beyond 30 June 2021 1 April 2021
• Amendments to IFRS 3: Reference to the Conceptual
Framework 1 January 2022*
• Amendments to IAS 16: Proceeds before intended use
1 January 2022*
• Amendments to IAS 37: Onerous Contracts — Cost of Fulfilling
a Contract 1 January 2022*
• Amendments to Annual improvements 2018-2020
1 January 2022*
• IFRS 17 “Insurance Contracts”, including amendments
1 January 2023*
• Amendments to IAS 1 and IFRS Practice Statement 2:
Disclosure of Accounting Policies 1 January 2023*
• Amendments to IAS 8: Definition of Accounting Estimates
1 January 2023*
• Amendments to IAS 12: Deferred Tax Related to Assets and
Liabilities Arising from a Single Transaction 1 January 2023*
• Amendments to IAS 1: Classification of Liabilities as Current or
Non-current 1 January 2024*
*Subject to UK endorsement
The Group expects that the adoption of the amendments and
the standard listed above will not have a significant impact on the
Group’s results of operations and financial position in the period of
initial application.
The new standards and amendments to IFRS also had no
impact on the financial statements for neither the year ended
31 December 2021 nor the year ended 31 December 2020
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”.
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.
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. Estimations
used at year end are more fully disclosed in note 18. 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.
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.
Metal Tiger plcAnnual Report & Accounts 2021
60
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
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.
Consideration and estimations used to determine the carrying
value at year end are more fully disclosed in note 17.
Contracts are assessed on a contract-by-contract basis.
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’s judgement
is that all its joint arrangements structured through separate
vehicles give it rights to the net assets and are therefore classified
as joint ventures.
SUBSIDIARY AND JOINT VENTURE INVESTMENTS
In arriving at the carrying value of investments in subsidiaries 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 UK adopted international
Accounting Standards.
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 2021.
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. 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.
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.
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.
Metal Tiger plcAnnual Report & Accounts 2021 61
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The JORC Code, the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves, is a
professional code of practice that sets minimum standards for
public reporting of mineral exploration results, mineral resources
and ore reserves. NI 43-101 is a national instrument for the
Standards of Disclosure for Mineral Projects within Canada which
provides a codified set of rules and guidelines for reporting and
displaying information related to mineral properties owned by,
or explored by, companies which report these results on stock
exchanges within Canada.
TAXATION
Current taxation is the taxation currently payable on taxable profit
for the year.
Deferred income taxes are calculated using the liability method
on temporary differences. Deferred tax is generally provided
on the difference between the carrying amounts of assets and
liabilities and their tax bases. However, deferred tax is not provided
on the initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting
profit. Temporary differences include those associated with shares
in subsidiaries and joint ventures and are only not recognised if
the Company controls the reversal of the difference and it is not
expected for the foreseeable future. In addition, tax losses available
to be carried forward as well as other income tax credits to the
Company are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting.
Deferred tax assets are recognised to the extent that it is probable
that the underlying deductible temporary differences will be able
to be offset against future taxable income. Current and deferred
tax assets and liabilities are calculated at tax rates that are expected
to apply to their respective period of realisation, provided they are
enacted or substantively enacted at the 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.
• Equity items are translated at exchange rates at the dates
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
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 JOINT VENTURES
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.
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”.
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.
Metal Tiger plcAnnual Report & Accounts 2021
62
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
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.
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 ;
Trade and other payables are recognised initially at their fair value and
subsequently measured at amortised cost less settlement payments
“Warrant reserve” representing the outstanding cost of warrants
issued in connection with share capital issues; and
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.
“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 prior year (see note 24).
Metal Tiger plcAnnual Report & Accounts 2021 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
3. SEGMENTAL INFORMATION
OPERATING SEGMENTS
Year ended 31 December 2021
Group
COMPREHENSIVE INCOME
Net (loss)/gain on investments
Intercompany sales
Other income
Administrative expenses
Net finance income/(cost)
Profit/(loss) on ordinary activities before taxation
Taxation
Profit/(loss) for the year after taxation
FINANCIAL POSITION
Intangible assets
Property, plant and equipment
Deferred tax asset
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
3,368
-
-
(14)
100
3,454
-
3,454
-
-
-
-
3,506
-
3,506
32,030
(13)
-
35,523
(472)
46
5,214
(332)
(48)
4,408
-
4,408
21
19
-
2,873
-
10,593
13,506
3,404
(3,230)
(118)
13,562
-
-
-
(1,808)
(1,839)
(3,647)
(49)
(3,696)
-
-
2,164
-
107
-
2,271
833
(8,912)
(4,455)
(10,263)
-
(46)
-
46
-
-
-
-
-
-
-
-
-
-
-
(3,111)
3,111
-
-
63
Total
£’000
2,896
-
5,214
(2,108)
(1,787)
4,215
(49)
4,166
21
19
2,164
2,873
3,613
10,593
19,283
33,156
(9,044)
(4,573)
38,822
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 the
current project located in Botswana. Central costs comprise those corporate costs which cannot be allocated directly to either operating
segment and include office rent, audit fees, AIM and ASX costs together with corporate employees and Directors’ remuneration relating to
managing the business as a whole.
Metal Tiger plcAnnual Report & Accounts 2021 64
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
3. SEGMENTAL INFORMATION (continued)
OPERATING SEGMENTS (continued)
Year ended 31 December 2020
Group
COMPREHENSIVE INCOME
Net gain on investments
Intercompany sales
Other income
Administrative expenses
Net finance income/expense
Profit/(loss) for the year before taxation
Taxation
Profit/(loss) for the year after taxation
FINANCIAL POSITION
Intangible assets
Property, plant and equipment
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
-
-
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 2021
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
3. SEGMENTAL INFORMATION (continued)
GEOGRAPHICAL SEGMENTS
Year ended 31 December 2021
Group
COMPREHENSIVE INCOME
Net (loss)/gain on investments
Intercompany sales
Other income
Administrative expenses
Net finance income/(expense)
Profit/(loss) on ordinary
activities before taxation
Taxation
Profit/(loss) for the year after taxation
FINANCIAL POSITION
Intangible assets
Property, plant and equipment
Deferred tax asset
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
3,545
(226)
49
-
-
(1,644)
314
(1,281)
(49)
(1,330)
-
-
2,164
-
107
-
2,271
1,501
(93)
(2,213)
1,466
(472)
-
5,214
(30)
502
5,214
-
5,214
-
-
-
2,873
-
10,593
13,466
-
-
-
13,466
-
46
-
(298)
(528)
(780)
-
(780)
21
19
-
-
-
-
40
3,412
(3,227)
(117)
108
-
-
(164)
(2,077)
1,304
-
1,304
-
-
-
-
3506
-
3,506
29,629
(8,835)
(2,243)
22,057
-
-
(18)
2
(242)
-
(242)
-
-
-
-
-
-
-
-
(46)
-
46
-
-
-
-
-
-
-
-
-
-
-
1,725
-
-
1,725
(3,111)
3,111
-
-
65
Total
£’000
2,896
-
5,214
(2,108)
(1,787)
4,215
(49)
4,166
21
19
2,164
2,873
3,613
10,593
19,283
33,156
(9,044)
(4,573)
38,822
Metal Tiger plcAnnual Report & Accounts 2021 66
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
3. SEGMENTAL INFORMATION (continued)
GEOGRAPHICAL SEGMENTS (continued)
Year ended 31 December 2020
Group
COMPREHENSIVE INCOME
Net (loss)/gain on investments
Intercompany sales
Other income
Administrative expenses
Net finance income/(expense)
Profit/(loss) on ordinary
activities before taxation
Taxation
Profit/(loss) for the year after taxation
FINANCIAL POSITION
Intangible assets
Property, plant and equipment
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
-
-
-
-
-
-
2,017
-
-
2,017
(3,285)
3,285
-
-
-
(73)
-
73
-
-
-
-
-
-
-
-
-
-
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 2021 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
4. MOVEMENT IN FAIR VALUE OF FAIR VALUE ACCOUNTED EQUITIES
Change in fair value of non-current asset investments (note 16)
Change in fair value of current asset investments (note 18)
5. INVESTMENT INCOME
Investment income comprises dividends received.
6. OTHER INCOME
Revaluation of the A4 Dome uncapped net royalty receivable initially recognized in 2020. (note 17).
7. OPERATING PROFIT
Profit from operations is arrived at after charging:
Wages and salaries (see note 8)
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
* Performed by Audit firm independent of the external auditors
67
2021
£’000
1,469
(1,618)
(149)
2020
£’000
(1,058)
4,114
3,056
2021
£’000
5,214
2020
£’000
3,638
2021
£’000
2020
£’000
1,173
86
4
9
1,274
482
4
7
2021
£’000
2020
£’000
45
11
10
47
10
6
Metal Tiger plcAnnual Report & Accounts 2021
68
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
8. 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
2021
£’000
1,052
4
117
1,173
86
1,259
2020
£’000
1,147
3
124
1,274
474
1,748
2021
£’000
2020
£’000
491
-
280
11
782
49
831
90
921
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
2021
£’000
Total
2020
£’000
85
186
150
-
35
35
491
-
-
-
-
-
-
-
50
150
70
-
10
-
280
-
-
-
-
-
-
-
3
3
5
-
-
-
11
138
339
225
-
45
35
782
123
339
205
65
42
9
783
Details of share options and warrants granted to Directors during the year are given in note 25.
Average number of persons employed during the year:
Project Investment operations
Office and management
Key management are the Directors of the Company.
2021
Number
2020
Number
1
7
8
4
10
14
Metal Tiger plcAnnual Report & Accounts 2021 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
9. FINANCE INCOME
Bank interest
Accretion of discount on royalty’s receivable (see note 17)
Change in value of derivatives held for financing
10. FINANCE COSTS
Bank interest
Net change in value of derivatives and price resets on loans held for financing
Foreign exchange losses
11. TAXATION
Current tax on income for the year
Deferred tax
Total tax charge for the year
69
2021
£’000
2020
£’000
-
467
-
467
2021
£’000
485
1,269
500
2,254
2021
£’000
-
(49)
(49)
1
27
46
74
2020
£’000
91
-
593
684
2020
£’000
-
-
-
The tax on the Groups on the Groups profit before tax differs from the theoretical amount that would arise using the weighted average rate
applicable to the 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%
(2020: 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 recognized
Total tax
2021
£’000
4,215
(801)
(48)
103
(514)
639
(40)
-
612
(49)
2020
£’000
3,787
(719)
(3)
106
(64)
595
(150)
6
229
-
Metal Tiger plcAnnual Report & Accounts 2021
70
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
11. TAXATION (continued)
Movements in deferred tax assets and liabilities during the year and the amounts outstanding at the year end are as follows:
Deferred tax asset/(liability)
At 1 January 2020
Charge for the year
At 31 December 2020
Adjustment for prior years
Charge for the year
At 31 December 2021
Assets
£’000
Liabilities
£’000
Net
£’000
-
-
-
909
1,255
2,164
-
-
-
(909)
(1,304)
(2,213)
-
-
-
-
(49)
(49)
12. 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.
13. 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
2021
£’000
2020
£’000
4,166
3,787
No of shares
160,776,895
152,736,655
-
962,996
Weighted average number of ordinary shares in issue for fully diluted earnings
160,776,895
153,699,651
No share options and warrants outstanding at 31 December 2021 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.
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.
Earnings per ordinary share - basic:
Continuing and total operations
Earnings per ordinary share - fully diluted:
Continuing and total operations
2021
Pence per share
2020
Pence per share
2.59
2.59
2.48p
2.46p
Metal Tiger plcAnnual Report & Accounts 2021 71
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
14. SUBSIDIARY UNDERTAKINGS
The following were subsidiary undertakings at the end of the year. All subsidiaries have year ends which are coterminous with that of the
parent Company. Except where indicated all companies are engaged in mineral exploration. Metal Tiger plc controls those companies where
its proportion of voting rights is less than 50% by virtue of shareholder agreements.
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, 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%
2021
£’000
564
-
564
2020
£’000
564
-
564
Metal Tiger plcAnnual Report & Accounts 2021 72
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
15. 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
Proportion of ownership
interest and voting rights held
by the Group/Company
31 Dec 2021
31 Dec 2020
Thailand
Thailand
-%*
-%*
UK
UK
49%/49%
62.2% / 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 was 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 49% (2020:50%).
Group and Company
At 1 January 2020
Additions in the year
Share of losses
Write-off of investment
Translation differences
At 31 December 2020
(Disposals)/Additions in the year
Share of losses
At 31 December 2021
Cost of investment
£’000
Loan advances
£’000
2,800
1,151
(25)
(731)
3
3,198
(672)
(493)
2,033
-
-
-
-
-
-
840
-
840
Total
£’000
2,800
1,151
(25)
(731)
3
3,198
168
(493)
2,873
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 2020
Write-off of investment
At 31 December 2020
Cost of investment
£’000
Loan advances
£’000
731
(731)
-
Total
£’000
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 2021
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
15. INVESTMENT IN JOINT VENTURES (continued)
Kalahari Metals Limited
At 1 January 2020
Additions in the year
Share of losses
Write-off of investment
Translation differences
At 31 December 2020
(Disposals)/Additions in the year
Share of losses
At 31 December 2021
The consolidated results and net assets of Kalahari Metals Limited were as follows:
Revenue
Impairment in carrying value of exploration licences
Operating costs
Finance income/(expense)
Loss before taxation
Tax on loss on ordinary activities
Loss for the year
Non-current assets
Non-current liabilities
Current assets
Current liabilities
Net assets
Cost of investment
£’000
Loan advances
£’000
2,800
1,151
(25)
(731)
3
3,198
(672)
(493)
2,033
-
-
-
-
-
-
840
-
840
2021
£’000
-
(860)
(149)
13
(996)
-
(996)
2021
£’000
3,926
(1,719)
-
(69)
2,138
73
Total
£’000
2,800
1,151
(25)
(731)
3
3,198
168
(493)
2,873
2020
£’000
-
-
(53)
13
(40)
-
(40)
2020
£’000
3,387
-
308
(64)
3,631
Metal Tiger plcAnnual Report & Accounts 2021 74
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
16. OTHER NON-CURRENT ASSET INVESTMENTS
Year ended 31 December 2021
Group and Company
At 1 January - at fair value
Transfer (to)/from current assets
Acquisition
Movement in fair value
Translation differences
At 31 December – at fair value
Categorised as:
Level 1 - Quoted investments
Level 3 - Unquoted investments - Equity
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 equity/derivatives
107
3,613
Equity
investments
£’000
Derivatives
£’000
Other fixed asset
investments
£’000
8,575
(5,919)
-
1,469
-
4,125
4,125
-
4,125
444
259
-
(1,370)
48
(619)
-
(619)
(619)
107
-
-
-
-
-
107
107
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
Total
£’000
9,126
(5,660)
-
99
48
4,125
(512)
3,613
Total
£’000
5,584
4,326
228
(1,012)
9,126
8,575
551
9,126
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 2021
75
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
16. OTHER NON-CURRENT ASSET INVESTMENTS (continued)
EQUITY INVESTMENTS
The investment held as non-current asset investments comprises 1,167,542 (2020: 2,842,667) 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 a portion of the Group’s non-current bank loans with maturity dates ranging from 18 May 2023 and 8 December 2023 (see note 22).
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 arrangements whereby it has:
(a) obtained the right (but not the obligation) to sell 1,167,542 Sandfire shares to the lender at the expiry of the loans on ranging
between 18 May 2023 and 8 December 2023 at 80% of the reference price, reference prices for the respective arrangements range
between A$4.40 and A$5.95 with the weighted average reference price being A$5.50 (subject to customary adjustments)
(the “Reference Price”), and
(b) granted the lender the right (but not the obligation) to buy 1,167,542 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.
17. ROYALTIES RECEIVABLE
Group and Company
At 1 January 2020
Acquisitions in the year – Other income
Net accretion of discount on acquisition*
Translation effects
At 31 December 2020
Net accretion of discount on acquisition*
Periodic revaluation- Other income
Translation effects
At 31 December 2021
T3
£’000
1,236
-
27
(35)
1,228
74
-
13
1,315
A4
£’000
-
3,638
-
-
3,638
393
5,214
33
9,278
Total
£’000
1,236
3,638
27
(35)
4,866
467
5,214
46
10,593
The T3 royalty receivable relates to the T3 project in Botswana previously owned in the Metal Capital Ltd joint venture sold to MOD in 2018 and
ultimately Sandfire. The royalty is capped at US$2m and is expected to result in a receipt thereof in the final Quarter of 2023.
The A4 royalty is an uncapped 2% net smelter royalty over the any future production over the A4 deposit situated in Botswana and owned by
Sandfire. In initially assigning a value to the royalty in 2020, the Company relied inter alia on the announcement released by Sandfire to the
market on 1 December 2020.
The Company has again predominately relied on the announcement released by Sandfire to the market on 2 September 2021, together with
other consensus information readily available in the market, to determine the revised carrying value as of 31 December 2021.
Metal Tiger plcAnnual Report & Accounts 2021
76
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
17. ROYALTIES RECEIVABLE (continued)
The following table illustrates the key considerations and assumptions the Group considered in determining the value of the royalty
by using the net present value of the cash flows expected from the royalty as discounted, the key considerations included:
Resource size
Resource Grade
Copper Price
Mining recovery rate
Concentrate recovery
2021
£’000
2020
£’000
MT
9,700,000
6,500,000
Copper
US$/MT
Copper
Copper
1.17%
U$9,078
92.3%
92.2%
1.54%
US$6,967
92.1%
92.2%
Cash flow commencement date, in equal parts over the duration
4th Quarter 2023
1st Quarter 2023
Discount rate
7%
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
18. CURRENT ASSET INVESTMENTS
At 1 January – investments at fair value
Acquisitions
Disposal proceeds
Transfes from/(to) non-current assets
Gain 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 - equity
Level 3 - Unquoted - share warrants/derivatives
2021
£’000
462
(462)
462
(462)
606
(606)
2020
£’000
182
(182)
182
(182)
364
(364)
2021
Group and
Company
£’000
2020
Group and
Company
£’000
20,768
18,676
(13,434)
5,660
1,979
(1,618)
32,031
31,262
212
557
18,029
7,219
(5,013)
(4,326)
745
4,114
20,768
19,817
241
710
32,031
20,768
Included as part of the current asset investments are 1,675,125 (2020: Nil) ordinary shares in the capital of Sandfire Resources NL (“Sandfire”)
which is traded on the Australian ASX market. This portion of the investment is held as security, via a stock lending arrangement, for a portion of
the Group’s current bank loan with maturity date on 16 December 2022 (see note 22). The financing arrangement for the bank loan includes a
put/call option over these shares as set out below.
Metal Tiger plcAnnual Report & Accounts 2021 77
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
18. CURRENT ASSET INVESTMENTS (continued)
DERIVATIVES
As part of the financing arrangements for the Group’s bank loan falling due with twelve months of the year end date, the Company has entered
a put/call arrangements whereby it has:
(c) obtained the right (but not the obligation) to sell 1,675,125 Sandfire shares to the lender at the expiry of the loan on 16 December 2022
at 80% of the reference price of A$6.10 (subject to customary adjustments) (the “Reference Price”), and
(d) granted the lender the right (but not the obligation) to buy 1,675,125 Sandfire shares from the Company at the same date at a premium
of 145% of the Reference Price.
The Company may elect to settle the put/call by way of physical delivery of Sandfire shares or by way of a cash payment reflecting the value of
the put and call at 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.
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 16.
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/from non-current assets
Disposal proceeds
Warrants exercised
Loss on disposal of investments
Movement in fair value
At 31 December
2021
Group and
Company
£’000
2020
Group and
Company
£’000
951
572
(259)
(184)
-
(42)
(269)
769
654
613
(443)
(245)
(83)
(140)
595
951
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 49% and 142% depending on the investment (2020: 79% to 201%). A 20% increase in the volatility
estimate would result in a £133,000 increase in the fair value (2020: £98,000) and a 20% decrease would result in a £131,000 decrease in fair
value (2020: £106,000).
Metal Tiger plcAnnual Report & Accounts 2021
78
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
19. TRADE AND OTHER RECEIVABLES
Tax and social security
Other receivables
Prepayments and accrued income
2021
Group
£’000
159
48
270
477
2021
Company
£’000
-
31
168
199
2020
Group
£’000
173
45
356
574
2020
Company
£’000
-
27
305
332
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.
20. CASH AND CASH EQUIVALENTS
Cash at investment brokers
Cash at bank
2021
Group
£’000
168
480
648
2021
Company
£’000
168
467
635
2020
Group
£’000
110
348
458
2020
Company
£’000
110
320
430
The fair value of cash and cash equivalents is considered by the Directors not to be materially different to carrying amounts.
21. TRADE AND OTHER PAYABLES
Trade payables
Tax and social security
Other payables
Accrued charges
2021
Group
£’000
2021
Company
£’000
2020
Group
£’000
2020
Company
£’000
36
24
58
194
312
38
24
43
139
244
55
38
43
190
326
55
38
30
171
294
The fair value of trade and other payables is considered by the Directors not to be materially different to carrying amounts.
Metal Tiger plcAnnual Report & Accounts 2021 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
22. LOANS AND BORROWINGS
Current liabilities
Non-current liabilities
CURRENT LIABILITIES – Loans and borrowings
At 1 January
Net cash flows from financing activities
Drawn down in the year
Repayments in the period
Transfer to current liabilities – Loans and borrowings
Translation differences*
At 31 December
*non - cash flow
2021
Group
£’000
8,732
2,242
10,974
2021
Group
£’000
52
4,829
4,829
-
3,853
(2)
8,732
2021
Company
£’000
8,686
2,242
10.928
2021
Company
£’000
-
4,829
4,829
-
3,853
4
8,686
2020
Group
£’000
52
7,051
7,103
2020
Group
£’000
54
-
-
-
-
(2)
52
79
2020
Company
£’000
-
7,051
7,051
2020
Company
£’000
-
-
-
-
-
-
The Company has secured loans in aggregate of A$11,351,476, of which A$7,174,560 is falling due within 12 months of the year end and
included in current liabilities 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.
Also included in the amount owing above is a loan amounting to A$9,000,000 (2020: Nil) which is secured by a collateral agreement over
4,714,286 (2020: Nil) shares in the capital of Sandfire and attracts interest at 10% per annum. The agreement does provide for the ability to sell
down the collateral shares provided that any proceeds thereof are applied in the first instance to the amount outstanding, to the extent the
cover ratio remains no less than 2.5x, post the liquidation, after which the residual proceeds will be released to the company.
The loan is repayable in full on 4 October 2022, with the Company having the option to extend the repayment date to 4 October 2023 at a
fee of 1.5% of the then outstanding commitment.
NON-CURRENT LIABILITIES – Loans and borrowings
At 1 January
Net cash flows from financing activities
Drawn down in the year
Repayments in the period
Transfer to current liabilities – Loans and borrowings
Translation differences*
At 31 December
*non - cash flow
2021
Group
£’000
7,051
(618)
-
(618)
(3,853)
(338)
2,242
2021
Company
£’000
7,051
(618)
-
(618)
(3,853)
(338)
2,242
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
The Company has secured loans in aggregate of A$11,351,476, of which A$4,176,916 is falling due in tranches commencing 18 May 2023
through to 8 December 2023, 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 16.
Metal Tiger plcAnnual Report & Accounts 2021
80
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
23. 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.
24. SHARE CAPITAL
CALLED UP, ISSUED AND FULLY PAID
At 1 January 2020
Share issues
Warrant exercised
Capital reduction
Share consolidation
At 31 December 2020
Share issues
Warrant exercised
Share issue expenses
At 31 December 2021
Number of
ordinary shares
1,559,172,297
3
1,103,964
(37,095,690)
(1,369,868,949)
153,311,625
13,513,514
2,598,437
-
169,423,576
Share
capital
£’000
156
-
1
(4)
-
153
14
3
-
170
Capital
Redemption
£’000
-
-
-
4
-
4
-
-
4
4
Share
premium
£’000
13,079
-
252
(500)
-
12,831
2,645
529
(301)
15,704
SHARE ISSUES
As announced on the 26 July 2021, pursuant to existing capacity from its Annual General Meeting, and further to it the authority granted to
the company by way of a General Meeting resolution on 19 September the company issued an aggregate of 13,513,514 new ordinary shares.
The following issues of ordinary shares of 0.01p took place in the 2021 financial year:
Date
6 August 2021
Placing
24 September 2021
Placing
Various dates
Exercise of warrants
Total issued for cash
* p equivalent
** Average price
Issue price*
(p)*
19.67 *
19.67 *
20.45**
Number
issued
10,810,811
2,702,703
2,598,437
16,111,951
Amount gross
£’000
2,127
532
532
3,191
During the 2020 financial year and specifically 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.
Details of warrants issued with the placing are given in note 25.
SHARE BUY-BACKS
During the year, there were no share buy-backs (2020:31,379,310) ordinary shares at a total cost of Nil (2020: £423,000) under a general
authority and in pursuance to the announced buy-back programme. All the share repurchases were cancelled on 17 January 2020.
Metal Tiger plcAnnual Report & Accounts 2021 81
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
25. 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
There were no options issued/amended during the year.
2021
2020
Number
15,500,000
-
-
-
15,550,000
13,370,968
2.89 years
Weighted average
exercise price
(p)
40.93
-
-
-
40.93
43.12
-
Number
134,500,000
4,700,000
(2,600,000)
(121,050,000)
15,550,000
12,874,194
3.89 years
Weighted average
exercise price
(p)
43.6
27.5
30.9
-
40.93
43.72
-
The following options were issued/amended under the Company’s share option schemes during the comparative 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 2021 82
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
25. SHARE OPTIONS AND WARRANTS (continued)
Options outstanding to Directors at 31 December 2021 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
1,000,000
-
1,000,000
1,500,000
400,000
600,000
200,000
300,000
200,000
200,000
10,350,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
10,350,000
The total share based payment expense recognised in the income statement for the year ended 31 December 2021 in respect of options
granted was £86,000 (2020: £482,000).
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
2021
2020
Number
51,196,433
1,000,000
(2,598,437)
(31,946,330)
-
17,651,666
17,651,666
Weighted average
exercise price
(p)
45.32
30.00
20.45
41.028
-
57.476
57.476
0.452 years
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
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 2021 83
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
25. SHARE OPTIONS AND WARRANTS (continued)
The warrants issued during 2021 year were in connection with the placings of the Company’s ordinary shares as detailed in note 24 and
have been charged as a component of equity. The fair values of the warrants were determined using the Black-Scholes pricing model. The
significant inputs to the model were as follows:
Warrants for advisory services
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
*equivalent at time of grant
There were no warrants issued during the 2020 financial year.
26. FINANCIAL INSTRUMENTS
20 July 2021
23.50p
30.00p*
1,000,000
1%
64%
3 years
8.4p
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 22).
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
2021
£’000
48
648
696
2020
£’000
44
458
502
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 (2020: Nil). 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 2021 84
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
26. 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 0-1 year
Loan repayable between 1- 2 years
Loans repayable between in 2 years and more
Total contractual cash flows
2021
£’000
118
-
46
8,686
2,242
-
11,092
2020
£’000
136
306
52
-
4,429
2,623
7,546
As set out in notes 16 and 22, the loans repayable during the ensuing year together with the loans payable thereafter are either secured by
quoted equity investment held by the Company and pricing risk is partially protected by means of a derivative cap/collar, or by means of
adequate collateral coverage.
Equity investments included in current assets comprising predominately of liquid listed shares amount to £32,031,000. The cover ratio of 3.6
times is deemed more than sufficient in the circumstances by the Directors.
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 £3,538,000 (2020: £2,839,000).
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
2021
£’000
1,121
(1,121)
667
(667)
87
(87)
2020
£’000
998
(998)
382
(382)
104
(104)
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 2021 85
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
26. 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 2021
FINANCIAL ASSETS HELD AT AMORTISED COST
Cash and bank balances
Loans and receivables
FINANCIAL ASSETS HELD AT FAIR VALUE
Royalties receivable
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 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
Current assets
and liabilities
£’000
Non-current assets
and liabilities
£’000
648
208
-
-
32,031
118
-
8,732
-
-
10,593
107
3,506
-
-
2,242
Current assets
and liabilities
£’000
Non-current assets
and liabilities
£’000
458
219
-
-
-
20,768
136
306
52
-
-
4,866
444
107
8,575
7,051
Total
£’000
648
208
10,593
107
35,537
118
-
10,974
Total
£’000
458
218
4,866
444
107
29,343
136
306
7,105
Metal Tiger plcAnnual Report & Accounts 2021
86
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
27. 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 8. 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 2021 or 31 December 2020.
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
2021
£’000
2020
£’000
-
-
-
3
3
-
-
3
9
PARENT COMPANY TRANSACTIONS WITH SUBSIDIARIES
The Company charged Metal Tiger Exploration and Mining Co. Ltd. £42,000 (2020: £89,000) during the year in respect of fees for
consultancy services and for travel and similar costs incurred in respect of their operations and £24,000 (2020: £11,000) 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 2021
£’000
Amounts due to the
Company at
31 December 2020
£’000
-
1,405
1,343
343
20
-
3,111
1,133
1,773
343
36
3,285
The Company was charged £45,000 (2020: £30,000 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 14 and 15 respectively.
Company and Group
Amounts due by the Company and Group at 31 December:
Kalahari Metals Limited
2021
£’000
840
2020
£’000
(306)
The amount owing to represented amounts relating to the investment made during the year which has been included as part of the
investment in joint ventures reflecting the substance of the loan.
Metal Tiger plcAnnual Report & Accounts 2021
87
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
28. POST YEAR END EVENTS
Ukraine conflict
The situation with respect to Ukraine has affected market sentiment and increased volatility in particular to the carrying value of some of the
listed equity investments. The future responses of international governments and duration of the conflict are currently not known. The Board
of Directors continues to monitor this situation, but future actions and policy changes could further affect the valuation of in particular the
Company’s listed equity investments. Given the nature of the assets the realisation and settlement of its assets and liabilities should not be
affected and consequently the Board does not consider the effects thereof to impact the Going Concern assumption.
Metal Tiger plcAnnual Report & Accounts 2021 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 16 May 2022 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.
Metal Tiger plcAnnual Report & Accounts 2021 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
Dear Shareholder
Notice of Annual General Meeting
89
Registered Office
Weston Farm House
Weston Down Lane
Weston Colley
Hamphsire
SO21 3AG
30 March 2022
Introduction
I am writing to invite you to an Annual General Meeting of the Company to be held at 10:00am on 16 May 2022 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 12 May 2022.
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 2021 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 Mr Neville Bergin who being eligible, offers himself for re-election.
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 £300,000. 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
£300,000 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.
Resolution 6 – Approval of 7.1A Mandate
Resolution 6 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in
ASX Listing Rule 7.1A to issue Equity Securities without Shareholder approval (in addition to the existing 15% placement capacity under ASX Listing rule
7.1). If Resolution 6 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without
any further Shareholder approval.
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 12 May 2022 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 (if applicable), 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 169,423,576 shares as at 29 March 2022.
Yours faithfully
Charles Hall
Chairman
Metal Tiger plcAnnual Report & Accounts 2021 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 16 May 2022 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 4 will be proposed as ordinary resolutions and Resolutions 5 and 6 as special resolutions:
ORDINARY RESOLUTIONS
Resolution 1
To receive and consider the financial statements for the period ended 31 December 2021 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 Neville Bergin 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 £300,000 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 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 £300,000 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.
Resolution 6
That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number
of Equity Securities equal to 10% of the issued capital of the Company at the time of issue (in addition to the existing 15% placement
capacity under ASX Listing rule 7.1), calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the
terms and conditions set out in the Explanatory Statement.
BY ORDER OF THE BOARD
Adrian Bock
Company Secretary
30 March 2022
Registered office:
Weston Farm House
Weston Down Lane
Weston Colley
Hampshire
SO21 3AG
Metal Tiger plcAnnual Report & Accounts 2021
91
Explanatory Statement - Resolution 6 - Approval of 7.1A Mandate
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue
without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
However, under ASX Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its Annual General
Meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate).
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The
Company is an eligible entity for these purposes. As at the date of this notice, the Company is an eligible entity as it is not included in the S&P/ASX
300 Index and has a current market capitalisation of AUD$67.76 million (based on the number of Ordinary Shares on issue and the closing price of the
Ordinary Shares on the ASX on 30 March 2022).
Resolution 6 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in
ASX Listing Rule 7.1A to issue Equity Securities without Shareholder approval (in addition to the existing 15% placement capacity under ASX Listing rule
7.1). If Resolution 6 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without
any further Shareholder approval.
If Resolution 6 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder
approval under ASX Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in ASX
Listing Rule 7.1.
Technical information required by ASX Listing Rule 7.1A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Resolution 6:
(a) Period for which the 7.1A Mandate is valid
The 7.1A Mandate will commence on the date of the Annual General Meeting and expire on the first to occur of the following:
a. the date that is 12 months after the date of this Annual General Meeting;
b. the time and date of the Company’s next Annual General Meeting; and
c. the time and date of approval by Shareholders of any transaction under ASX Listing Rule 11.1.2 (a significant change in the nature or
scale of activities) or ASX Listing Rule 11.2 (disposal of the main undertaking).
(b) Minimum price
Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price
of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class
were recorded immediately before:
a. the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the
Equity Securities; or
b. if the Equity Securities are not issued within 10 trading days of the date in paragraph (b)(i) above, the date on which the
Equity Securities are issued.
(c) Use of funds raised under the 7.1A Mandate
The Company may issue Equity Securities under the 7.1A Mandate for a cash consideration only in which case the Company intends to use
funds raised for ongoing operating activities.
Metal Tiger plcAnnual Report & Accounts 2021
92
(d) Risk of Economic and Voting Dilution
Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Ordinary Shares under the
issue. If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A
Mandate, the economic and voting dilution of existing Ordinary Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on
the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 30 March 2022. The
table also shows the voting dilution impact where the number of Ordinary Shares on issue changes and the economic dilution where there are
changes in the issue price of Ordinary Shares issued under the 7.1A Mandate.
Dilution
Issue Price
Number of Shares on Issue
(Variable (A in Listing Rule 7.1A.2)
Shares issued -
10% voting dilution
AUD$0.200
AUD$0.400
AUD$0.600
50% decrease
Issue Price
50% increase
Current
50% increase
100% increase
169,423,576
Ordinary Shares
254,135,364
Ordinary Shares
338,847,152
Ordinary Shares
16,942,357
Ordinary Shares
25,413,536
Ordinary Shares
33,884,715
Ordinary Shares
Funds Raised
AUD$3,388,471
AUD$6,776,942
AUD$10,165,414
AUD$5,082,707
AUD$10,165,414
AUD$15,248,121
AUD$6,776,943
AUD$13,553,886
AUD$20,330,829
*The number of Ordinary Shares on issue (Variable A in the formula) could increase as a result of the issue of Ordinary Shares that do not
require Shareholder approval (such as under a pro- rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder
approval under Listing Rule 7.1.
The table above uses the following assumptions:
1. There are currently 169,423,576 Ordinary Shares on issue.
2. The issue price set out above is the closing market price of the Shares on the ASX on 30 March 2022 (being AUD$0.400).
3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
4. The Company has not issued any Equity Securities in the 12 months prior to the Annual General Meeting that were not issued under an
exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
5. The issue of Equity Securities under the 7.1A Mandate consists only of Ordinary Shares. It is assumed that no Options are exercised into
Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those
quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the
dilution caused to their own shareholding depending on their specific circumstances.
7.
This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting
dilution is shown in each example as 10%.
9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A
Mandate, based on that Shareholder’s holding at the date of the Annual General Meeting.
Shareholders should note that there is a risk that:
a. the market price for the Company’s Ordinary Shares may be significantly lower on the issue date than on the date of the Annual General
Meeting; and
b. t he Ordinary Shares may be issued at a price that is at a discount to the market price for those Ordinary Shares on the date of issue.
Metal Tiger plcAnnual Report & Accounts 2021
93
(e) Allocation policy under the 7.1A Mandate
The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity
Securities could consist of current Shareholders or new investors (or both). In the event the recipients of the Equity Securities to be issued
under the 7.1A Mandate will be a related party, any issue of, or agreement to issue, Equity Securities to them will require a separate shareholder
approval under ASX Listing Rule 10.11 unless the issue or agreement falls within an exception in Listing Rule 10.12.
The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:
a. the purpose of the issue;
b. alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share
purchase plan, placement or other offer where existing Shareholders may participate;
c. the effect of the issue of the Equity Securities on the control of the Company;
d. the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
e. prevailing market conditions; and
f. advice from corporate, financial and broking advisers (if applicable).
(f) Previous approval under ASX Listing Rule 7.1A
The Company has not previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A.
Voting Exclusion Statement
As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under ASX Listing Rule 7.1A. Accordingly, a voting
exclusion statement is not included in this Notice.
Metal Tiger plcAnnual Report & Accounts 2021
94
Notes:
Appointment of proxies (for CDI holders please see note 12)
1
2.
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.
3.
Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended), the Company has specified that only those members
registered on the register of members of the Company at close of business on 12 May 2022 (the Specified Time) (or, if the meeting is adjourned
to a time more than 48 hours after the Specified Time, by close of business on the day which is two days prior to the time of the adjourned
meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. If the meeting
is adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of
members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Changes to the
register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
4.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting
and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
Metal Tiger plcAnnual Report & Accounts 2021
95
5.
6.
7.
8.
9.
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 30 March 2022, being the last practicable date before dispatch of this notice, the Company’s issued share capital comprised 169,423,576
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 30 March 2022 is 169,423,576.
12. ACDI Voting Instruction Form - Holder of CDIs on the Australian CDI Register Voting Holders of CDIs are invited to attend the meeting. CDI Holders
may complete, sign and return the enclosed CDI voting instruction form to:
By mail:
By fax:
Metal Tiger plc, C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235, Australia
+61 2 9287 0309
In person:
Link Market Services Limited*, Parramatta Square, Level 22 680, Tower 6, 10 Darcy Street, Parramatta, NSW 2150
Online:
www.linkmarketservices.com.au
*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions
Holders of CDIs on the Australian CDI registry may only vote by directing CHESS Depository Nominees Pty Ltd (CDN) (the Depository Nominee in
respect of the CDIs) to cast proxy votes in the manner directed in the CDI voting instruction form enclosed.
The CDI voting instruction form needs to be received at the address shown on the form no later than 10 a.m. WST on Thursday 12 May 2022. Any
CDI voting instruction form received after that time will not be valid for the Meeting.
13. Corporate representatives
Any shareholder which is a corporation can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a
shareholder, provided that they do not do so in relation to the same shares.
Metal Tiger plcAnnual Report & Accounts 2021
96
Definitions
AIM Rules
ASX Listing Rules
ASX
Board
CDI Holder
CDI
CHESS
Companies Act
Company
the AIM Rules for Companies published by the London Stock Exchange plc from time to time.
the Rules for entities listed on the Australian Securities Exchange.
Australian Securities Exchange.
Board of Directors of the Company.
holder of CDIs.
CHESS Depository Interest(s).
means the Clearing House Electronic Sub-Register System operated by ASX Settlement.
the UK Companies Act 2006 as amended from time to time.
Metal Tiger plc, a public limited company incorporated in England and Wales with registered
number 04196004 and whose registered address is at Weston Farm House, Weston Down Lane,
Weston Colley, Winchester, UK, SO21 3AG
Company’s Registrar
Link Group.
CREST
CREST Manual
CREST Proxy Instruction
Euroclear
Form of Proxy
Link Asset Services/Link Market Services
the UK-based system for the paperless settlement of trades in listed securities, of which Euroclear
is the operator.
the manual, as amended from time to time, produced by Euroclear describing the CREST system
and supplied by Euroclear to users and participants thereof.
a properly authenticated CREST message appointing and instructing a proxy to attend and vote in
place of a Shareholder at the Annual General Meeting and containing the information required to
be contained in the CREST Manual.
Euroclear UK & Ireland Limited, the operator of CREST.
a paper form of proxy for use at the Annual General Meeting is available on application from Link
Group whose address is in the Notes at the end of this document.
Link Market Services Limited (trading as Link Group) a private limited company with registered
number 02605568, whose registered office is at 10th Floor, Central Square, 29 Wellington Street,
Leeds, LS1 4DL.for the UK register and Level 12, 250 St Georges Terrace, Perth WA 6000 for the
Australian register.
Notice of Annual General Meeting or Notice
the notice of the Annual General Meeting contained in this document.
Ordinary Shares
Shareholder
ordinary shares of 169,423,576 of 0.1p each in the capital of the Company.
holder of ordinary shares.
UK or United Kingdom
the United Kingdom of Great Britain and Northern Ireland.
All times referred to are London time unless otherwise stated.
All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any
provision of any legislation shall include any amendment, modification re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or
neutral gender.
Dated: 30 March 2022
Metal Tiger plcAnnual Report & Accounts 2021
Continue reading text version or see original annual report in PDF
format above