TIDMMTR
Metal Tiger PLC
22 November 2017
22 November 2017
Metal Tiger Plc
("Metal Tiger" or the "Company")
Submission of Members Statement to Kingsgate
Metal Tiger plc (LON:MTR), announces that further to the RNS
Reach Announcement on 15 November 2017, it has submitted its
Members Statement for inclusion in the Kingsgate Consolidated
Limited ("KCN") Notice of General Meeting.
Metal Tiger has initiated the opportunity to introduce much
needed change at KCN by submitting a notice to the KCN Board
pursuant to section 249D of the Australian Corporations Act 2001
(Cth) to convene and hold a general meeting, where KCN shareholders
will be able to vote for the removal of current KCN directors and
appoint Metal Tiger's nominees to the KCN Board.
Metal Tiger under its 249D notice has put forward resolutions
for the removal of Ross Smyth-Kirk (Executive Chairman of KCN),
Sharon Skeggs (Non-Executive Director of KCN) and Peter Warren
(Non-Executive Director of KCN) and proposed the appointment of two
independent directors, Richard ("Dick") F E Warburton AO LVO,
Neville Bergin, and three Metal Tiger Board members being Michael
McNeilly, Terry Grammer and Mark Potter.
Metal Tiger is KCN's largest shareholder and holds a 6.7%
interest.
The Members Statement, which was submitted on 22 November 2017,
reads as follows:
Members Statement
Reasons for the Requisition Notice:
Metal Tiger is concerned with KCN's governance and approach
under the current board that has overseen:
-- the closure of KCN's flagship Chatree Gold Mine in Thailand (Chatree);
-- a long running dispute with the Kingdom of Thailand in
relation to Chatree's closure and the inability to reach a
satisfactory resolution;
-- the apparent breakdown in relations with the Kingdom of
Thailand, the Thai Government and other key Thai stakeholders;
and
-- KCN's descent to become a finance-hungry litigation and exploration and development company.
It is clear to Metal Tiger that under current management
Kingsgate and its representatives have irrevocably damaged
relations with the three key stakeholders, the Thai Government,
locals (the people of Thailand) and the NGO community.
What will the proposed Board's primary plan of action be should
its proposed resolutions be passed?
1. Ensure an appropriate level of board independence;
2. Cap Board fees for proposed Board for 6 months at a total of
AUD350k and look to reduce management fees as appropriate and where
possible;
3. Engage with parties that have expressed an interest in
providing financing should management change occur;
4. Publicly apologise for the actions of the previous Board and
highlight the experience and commitment of the new team to bring
about change and benefit for key stakeholders;
5. Immediately review methods to reduce the rate of cash burn at Kingsgate;
6. Review the status of litigation with the Thai government and
insurance companies to determine the ongoing cost and likelihood of
success versus a preferred alternative;
7. Work collaboratively and actively to agree terms with the
Kingdom of Thailand and other key stakeholders to restart the
Chatree mine;
8. Propose a restructure of the Thai subsidiaries to promote
correct strategic Thai ownership of Chatree and Kingsgate's
exploration assets to realign interests between the three key
stakeholders and Kingsgate;
9. Assist the restructured entity to raise the necessary project
financing from strategic Thai and international investors to
restart Chatree;
10. Provide technical expertise to any restart of Chatree and
ensure the highest standards of health, safety and the environment
are followed;
11. Explore the economics of a micro-refinery to ensure
compliance with new Thai Gold Policy and work with Thai partners to
seek appropriate Board of Investment tax incentives.
12. Complete strategic review of Chilean asset to decide whether
to develop, monetise and/or JV;
13. Consider fresh strategic opportunities identified by the
Board.
In Metal Tiger's view, current management is unable to undertake
this course of action given their tarnished reputation in Thailand.
Change is essential so that value can be restored and the company
can return to its primary focus.
Background on Metal Tiger's nominees are set out below:
Richard ("Dick") F E Warburton AO LVO
Dick is one of Australia's most experienced board members. He is
currently Chairman of MFF Capital Investments Ltd, a Director of
O'Connell Street Associates and Chairman of the Sydney Adventist
Hospital Foundation board. Dick is a former Chairman and CEO of
Dupont Australia and New Zealand. He was a Board Member of the
Reserve Bank of Australia, Chairman of the Australian Board of
Taxation, Caltex Australia Ltd, David Jones Ltd, Westfield Retail
Trust, Goldfields Ltd, and Wool International and a Director of
Scentre Group, Southcorp Ltd, Tabcorp Holdings Ltd, Nufarm Ltd and
other companies.
He was appointed an Officer in the Order of Australia in 2005
and a Lieutenant in the Royal Victorian Order in 2011.
Neville Bergin
Neville is a mining engineer with extensive experience
accumulated over four decades in the mining industry. He has had
exposure to a range of commodities and both underground and open
pit operational experience together with around five years'
experience as a non-executive director of both ASX listed and
unlisted companies.
Neville has extensive experience in technical due diligence and
has 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.
Michael McNeilly
Michael is Metal Tiger's Chief Executive Officer and is an
experienced corporate financier. He advised several private, Main
Market listed, AIM quoted and ISDX listed companies on a variety of
corporate transactions during his tenure at Arden Partners
(AIM:ARDN) and Allenby Capital respectively. Michael McNeilly
spends half his time in Thailand monitoring Metal Tiger's
investment in its Thai Direct Project interests.
Michael was also previously a director of Greatland Gold
plc.
Terry Grammer
Terry is an award-winning geologist with over 40 years'
experience in mining and mineral exploration with extensive
experience in Australia, Africa, Southeast Asia and New Zealand and
has been involved in numerous ASX-listed companies. Terry is
responsible for sourcing Metal Tiger's Thai Direct Project interest
and has spent an extensive period of time in Thailand looking at
mining and exploration opportunities in the country.
As a geologist, Terry discovered the Cosmos Nickel deposit for
ASX-listed Jubilee Mines NL which went on to be an ASX Top 200
company. Terry has been a director of Western Areas NL (ASX:WSA),
South Boulder Mines, Sirius Resources NL.
Mark Potter
Mark is the Founder and a Partner of Sita Capital Partners LLP,
an investment management and advisory firm specialising in
investments in the mining industry. He was formerly a Director and
Chief Investment Officer of Anglo Pacific Group.
Mark was a founding member and Investment Principal for Audley
Capital Advisors LLP, a London based hedge fund, where he was
responsible for managing all natural resources investments. Mark
worked on several landmark deals in the mining sector including the
successful distressed investment and turnaround of Western Coal
Corp and its $3.3bn sale to Walter Energy Inc.
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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