TIDMTIR
RNS Number : 1868S
Tiger Royalties and Investments PLC
15 March 2021
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THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART
OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO
SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND
SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE OR SUBSCRIPTION OF,
OR SOLICITATION OF ANY OFFER TO SUBSCRIBE FOR OR TO ACQUIRE, ANY
ORDINARY SHARES IN AFRICAN PIONEER PLC ("AFRICAN PIONEER" OR "APP")
IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR THEIR RESPECTIVE
TERRITORIES OR POSSESSIONS. INVESTORS SHOULD NOT SUBSCRIBE FOR OR
PURCHASE ANY ORDINARY SHARES REFERRED TO IN THIS ANNOUNCEMENT
EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS (THE
"PROSPECTUS") IN ITS FINAL FORM, EXPECTED TO BE PUBLISHED BY
AFRICAN PIONEER IN CONNECTION WITH THE PROPOSED ADMISSION OF ITS
ORDINARY SHARES ("APP SHARES") TO THE OFFICIAL LIST (BY WAY OF
STANDARD LISTING UNDER CHAPTER 14 OF THE LISTING RULES) AND ON THE
LONDON STOCK EXCHANGE PLC'S MAIN MARKET FOR LISTED SECURITIES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK MARKET ABUSE REGULATION (EU) 596/2014, AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AND OTHER IMPLEMENTING MEASURES ("UK
MAR").
For immediate release
15 March 2021
Tiger Royalties and Investments Plc
("Tiger" or "the Company")
Update on strategy for African Pioneer and its proposed Standard
Listing
and
US$500,000 investment in African Pioneer by Sandfire Resources
Limited, Related Party Transaction, Issue of Equity and TVR
Update on Strategy for African Pioneer
Tiger is pleased to provide the following update on its 50.75%
owned subsidiary, African Pioneer Plc ("African Pioneer" or "APP"),
which having identified suitable exploration assets in the mining
sector based in Zambia, Namibia and Botswana, is now looking to
take advantage of healthier resource markets to acquire these
assets and list African Pioneer on the Official List (by way of
Standard Listing under Chapter 14 of the Listing Rules) and on the
London Stock Exchange's Main Market for listed securities (the
"Standard Listing") in conjunction with a placing to raise approx.
GBP1.75m.
African Pioneer has been a subsidiary of Tiger since 22 August
2012 and Mr Colin Bird, Tiger's Chairman, as well as Mr Raju
Samtani, Tiger's Finance Director, are both directors of APP.
African Pioneer and its advisors are working on the proposed
Standard Listing and a further announcement regarding this will be
made in due course.
Exploration Assets being acquired by African Pioneer: The
directors of APP have now identified suitable exploration assets in
the mining sector based in Zambia, Namibia and Botswana and APP has
entered into share purchase agreements to acquire the following
three companies and their projects (the "Acquisitions"):
1. 100 per cent. of Zamcu Exploration Pty Ltd ("Zamcu"), which
via its subsidiaries Manmar Investments One Hundred & Twenty
Nine (Pty) Limited ("Manmar 129") and Manmar Investments One Three
Six (Pty) Limited ("Manmar 136") holds 70 per cent. interest in the
two Namibia Exclusive Prospecting Licenses ("EPLs") located within
the Matchless amphibolite Belt of central Namibia for a
consideration of GBP798,981 to be satisfied by the issue on
Standard Listing of; (i) 10,000,000 APP Shares to Zamcu
shareholders, (ii) a total of approximately 4,742,857 APP Shares to
Manmar 129 and Manmar 136 shareholders and (iii) approximately
4,900,000 APP Shares to Avanti Resources Pty Ltd as trustee for the
Marlow Family Fund pursuant to an introduction mandate agreement.
In addition, AUS$200,000 (GBP112,981) has already been paid to
Manmar 129 and Manmar 136 shareholders in cash;
2. 80 per cent. of African Pioneer Zambia Limited ("APZ"), which
holds 100 per cent. interest in the Zambian Prospecting Licenses
("Zambian PLs") located in two areas namely the Central Africa
Copperbelt (Copperbelt), which comprises four Zambian PLs and the
Zambezi area which comprises one Zambian PL for a consideration of
GBP1,925,000 to be satisfied by the issue on Standard Listing of
55,000,000 APP Shares; and
3. 100 per cent. of Resource Capital Partners Pty Ltd ("RCP"),
which holds 100 per cent. interest in the Botswana Prospecting
Licenses ("Botswana PLs") located in two areas namely (1) the
Kalahari Copperbelt (KC), which comprises six Botswana PLs and (2)
the Limpopo Mobile Belt (Limpopo), which comprises two Botswana PLs
("Botswanan Projects") for a total consideration of GBP350,000 to
be satisfied by the issue on Standard Listing of 10,000,000 APP
Shares to RCP shareholders. The Botswanan Projects are subject to
the Conditional Botswana Licence Sale Agreement, further details of
which are set out below.
The Acquisitions are conditional inter alia on Standard Listing.
In conjunction with the proposed Standard Listing African Pioneer
will be conducting a placing to raise approx. GBP1.75m (the
"Placing"). Additionally, GBP100,000 of Tiger's current outstanding
loan to African Pioneer will be converted into APP's Ordinary
Shares on Standard Listing (together the "Transaction"). As a
result of the Transaction, Tiger's interest in APP will be diluted
from 50.75% to 4.65% on Standard Listing.
Further details of Acquisitions; Further details of the
Acquisitions set out in the Appendix to this announcement.
Conditional sale of Botswana Projects by African Pioneer: on 12
March 2021 African Pioneer have entered into a conditional licence
sale agreement with ASX listed Sandfire Resources Limited (
ASX:SFR) ("Sandfire") (the "Conditional Botswana Licence Sale
Agreement") which provides for;
a) The Sale of licences: the sale to Sandfire of the 8 Botswana
licences (the "Licences") being acquired at Standard Listing by the
acquisition of Resources Capital Partners (Pty) Limited for an
aggregate consideration of US$1M (being a Guarantee Fee of
US$250,00 and a Licence Purchase Price of US$750,000) of which
US$0.5M will be paid in cash (the "Cash Consideration") and US$0.5M
by the issue by Sandfire of its ordinary shares to African Pioneer
(the "Consideration Shares") at an issue price per share based on
the 10 day VWAP of the Sandfire share price as at the date before
the signing of the Sandfire Conditional Botswana Licence Sale
Agreement;
b) An Exploration Commitment: Sandfire to spend US$1M on the
Licences (the "Exploration Commitment") within two years of
settlement (the "Exploration Period") and if the US$1M is not spent
any shortfall will be paid to African Pioneer;
c) A Success Payment: a success payment to be paid to African
Pioneer for the first ore reserve reported under JORC Code 2012
edition on the Licences which exceeds 200,000 tonnes of contained
copper (the "First Ore Reserve") in the range of US$10M to US$80M
depending on the copper ore in the First Ore Reserve (the "Success
Payment"). Sandfire have the option to elect to settle the Success
Payment , if due, by the issue of Sandfire shares based on the 10
day VWAP of Sandfire shares at the time of announcing an Ore
Reserve that triggers the Success Payment;
Given the limited exploration conducted on the Botswanan
Licences to date and the many years that it could take to establish
an Ore Reserve, there can be no guarantee that any such Success
Payment will be forthcoming.
d) Conditions Precedents: The conditions precedent to be
completed (unless indicated otherwise) by the long stop date of 31
July 2021 are;
a. The parties having executed the Convertible Loan Note Share Subscription Agreement;
b. African Pioneer providing, at least 5 Business Days prior to the Settlement Date:
i. ministerial consent for the transfer of the Licences;
ii. all ASX and LSE regulatory approvals;
iii. bank details for the payment of the Licence Purchase Price
and the Guarantee Fee;
iv. approval of the acquisition of the Licences by the
Competition Authority of Botswana (or confirmation from such
authority or from either party's Botswana legal counsel that such
approval is not required); and
v. duly executed transfer applications for the Licences in the
form required by the Mining Act or the Department under which a
100% interest in the Licences may be transferred to the
Purchaser.
c. the Standard Listing having occurred by 30 June 2021. If
Standard Listing has not occurred by 30 June 2021 then the initial
long stop date of 31 July 2021 shall automatically be extended to
31 December 2021 (the "Long Stop Date") and the Cash Consideration
shall not be payable.
e) Completion and Standard Listing not occurring by Long Stop
Date. If both i) completion of the Conditional Botswana Licence
Sale Agreement and ii) Standard Listing have not occurred, by the
Long Stop Date then African Pioneer will be due to pay Sandfire
US$500,000 by way of a cancellation fee.
Rationale for Conditional Botswana Licence Sale Agreement:
African Pioneer has seen this as an opportunity for Sandfire to
take over ownership and responsibility for the exploration stage of
the Botswanan Projects whilst allowing African Pioneer to share in
the potential upside should the exploration ultimately be
successful in establishing a mineable reserve. Sandfire has the
in-country infrastructure and technical expertise and financial
resources to accelerate the rate of expenditure on the Botswanan
Projects by agreeing to fund a minimum of US$1 million of
expenditure (compared to the APP's 18 month budget of $176,000) and
the proceeds from the sale to Sandfire will allow African Pioneer
to concentrate its increased financial resources and its management
capabilities on its remaining two projects in Namibia and Zambia.
In addition, as part of the relationship with Sandfire, they have
agreed to make a US$500,000 cornerstone investment in African
Pioneer (further details of which are set out below).
Sandfire's US$500,000 Investment into African Pioneer: In
connection with its intended Standard Listing, on 1 1 March 2021
African Pioneer entered into a US$500,000 Convertible Loan Note
Share Subscription Agreement (the "Sandfire Investment Agreement")
with Sandfire which provides for Sandfire to subscribe for
US$500,000 of interest free unsecured loan notes ("Sandfire
Investment Notes") automatically convertible upon Standard Listing
into APP Shares constituting 15% of the African Pioneer's enlarged
share capital on Standard Listing. Pursuant to the Sandfire
Investment Agreement, upon conversion, Sandfire has the right to
nominate a director to the Board of African Pioneer whilst their
shareholding remains at or above 15% of the issued share capital of
African Pioneer; the appointment will be subject to customary due
diligence, although Sandfire has not indicated that they will take
up this right and has not identified a candidate to date;
additionally, Sandfire will have the right to participate in all
future share offerings by African Pioneer as subscribers so as to
maintain its African Pioneer shareholding at 15%, irrespective of
any disapplication or non-application of pre-emption rights. The
APP Shares issued to Sandfire at Standard Listing will be subject
to a 12 month lock-in during which the APP Shares are not permitted
to be sold, followed by a 12 month orderly markets period during
which Sandfire are required to work with the APP's broker for 10
days prior to making any sale.
Consequence of Standard Listing not occurring by 30 June 2021.
If African Pioneer has not listed by 30 June 2021, then the
Sandfire Investment Notes shall be automatically and immediately
cancelled and the US$500,000 invested by Sandfire will not be
repayable by African Pioneer.
Proposed Placing by African Pioneer : It is intended that
African Pioneer will undertake a placing in conjunction with its
Standard Listing, Novum Securities Ltd the Company's existing
Broker, will act as broker to African Pioneer in connection with
the proposed placing details of which will be announced in due
course.
Related Party Transaction in relation to Tiger : Mr Colin Bird
and Mr Raju Samtani, both Directors of Tiger and African Pioneer,
are also co-vendors of APZ and as a result each of Mr Colin Bird
and Mr Raju Samtani will receive 15,000,000 APP Shares on Standard
Listing and Campden Park Trading, a company owned and controlled by
Mr Colin Bird, will receive 5,000,000 of APP Shares on Standard
Listing carrying a value of GBP1,225,000 upon Standard Listing.
Accordingly, taking into account the fact that African Pioneer
is currently a 50.75% subsidiary of Tiger, this is considered to be
a related party transaction by Tiger pursuant to Rule 13 of the AIM
Rules for Companies. The independent directors of the Company, Mr
Alex Borrelli and Mr Michael Nolan consider, having consulted with
the Company's Nominated Adviser, Beaumont Cornish Limited, that the
terms of the proposed transaction between African Pioneer and
aforementioned co-vendors of APZ are fair and reasonable in so far
as the Company's shareholders are concerned.
In forming this view, the Independent Directors have considered
the assessment of the Company's geologists of the APZ assets, the
overall effect of the proposed African Pioneer Transaction and the
positive effect which it would have on the value of Tiger's holding
in African Pioneer and the validation of the involvement of
Sandfire as regards both the investment in and arrangements over
certain assets of African Pioneer. The current valuation of Tiger's
interest in African Pioneer is close to GBPNil given African
Pioneer's negative net worth at 31 December 2020. In addition, as
at the date of this announcement the Company is owed GBP231,112 by
African Pioneer, GBP100,000 of which will be converted into APP
Shares upon African Pioneer's Standard Listing whilst GBP131,112
will be repaid in cash when African Pioneer has the available funds
to settle this outstanding amount.
Issue of Equity by Tiger : The Company also announces that it
has separately agreed to settle a corporate creditor through the
issuance 8,500,000 new ordinary shares of 0.1p each at an issue
price of 0.53p per ordinary share ("Settlement Shares"). The
Settlement Shares will rank pari passu with the existing Ordinary
Shares and application is being made for the 8,500,000 Settlement
Shares to be admitted to trading on AIM ("Admission"). It is
expected that Admission will become effective and dealings in the
Settlement Shares will commence at 8.00 a.m. on or around 18 March
2021.
Total Voting Rights of Tiger: Following the issue of the
Settlement Shares, the Company's total issued share capital will
consist of 447,942,308 Ordinary Shares with voting rights. The
Company also holds 4,500,000 Ordinary Shares in treasury but there
are no voting rights in respect of these treasury Shares. On
Admission, the abovementioned figure of 439,942,308 Ordinary Shares
may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required
to notify their interest in, or a change to their interest in Tiger
under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
For further information, please contact:
Tiger Royalties and Investments
Plc Colin Bird +44 (0)20 7581 4477
Beaumont Cornish Limited Roland Cornish
(Nomad) Felicity Geidt +44 (0)20 7628 3369
Novum Securities Limited
(Broker) Jon Belliss +44 (0)20 7399 9425
Appendix - Further information on the African Pioneer assets on
completion of the Acquisitions
Table below sets out African Pioneer's interest in the various
licences
following completion of the Acquisitions:
Licence Licence Licence Mineral Groups Area Expiry APP %
No. Name Holder (km(2) interest
) on Standard
Listing
NAMIBIA
Matchless Belt Projects
Manmar Base and
Investments Rare Metals,
129 Pty Precious
EPL 5772 Ongombo Ltd Metals 120.9 8-March-2023 70%
(2(nd) renewal)
============================================================= ======== ================= =============
Manmar Base and
Investments Rare Metals,
136 Pty Precious
EPL 6011 Ongeama Ltd Metals 81.2 27-Oct-2021 70%
=========== ============== ===================== ======== ================= =============
(2(nd) renewal)
=========== ============== ===================== ======== ================= =============
ZAMBIA
Central African Copperbelt Projects
African
Pioneer
27771 Luamata Zambia Co, Cu, Au
HQ-LEL South Ltd and Ni 902.0 4-Nov-2024 80%
=========== ============== ===================== ======== ================= =============
African Co, Cu, Au,
Pioneer Fe, Pb, Limestone,
27770 Samuteba Zambia Mn, Ni, Ag
HQ-LEL East Ltd and Zn 779.0 4-Nov-2024 80%
=========== ============== ===================== ======== ================= =============
African
Pioneer
27768 Samuteba Zambia Co, Cu, Au,
HQ-LEL West Ltd Ni and Ag 361.1 4-Nov-2024 80%
=========== ============== ===================== ======== ================= =============
African
Pioneer
27767 Samuteba Zambia Co, Cu, Au,
HQ-LEL Central Ltd Ni and Ag 324.2 4-Nov-2024 80%
=========== ============== ===================== ======== ================= =============
Zambezi Belt Project
African
Pioneer
27769 Zambia Bi, Cu, Au,
HQ-LEL Chumbwe Ltd Pt 436.0 4-Nov-2024 80%
=========== ============== ===================== ======== ================= =============
BOTSWANA: Subject to Conditional Botswana Licence Sale Agreement
Kalahari Copperbelt Projects
PL96/2020 Karakubis Resource Metals 636.8 30-Sep-2023 100%*
Capital
Partners
Pty Ltd
=========== ============== ===================== ======== ================= =============
(1(st) renewal)
============================================================= ======== ================= =============
PL98/2020 Junction Resource Metals 217.2 30-Sep-2023 100%*
Capital
Partners
Pty Ltd
=========== ============== ===================== ======== ================= =============
(1(st) renewal)
============================================================= ======== ================= =============
PL100/2020 Ghanzi Resource Metals 395.0 30-Sep-2023 100%*
Capital
Partners
Pty Ltd
=========== ============== ===================== ======== ================= =============
(1(st) renewal)
============================================================= ======== ================= =============
PL101/2020 Kuke Resource Metals 180.3 30-Sep-2023 100%*
Capital
Partners
Pty Ltd
=========== ============== ===================== ======== ================= =============
(1(st) renewal)
============================================================= ======== ================= =============
PL102/2020 Kalahari Resource Metals 347.5 30-Sep-2023 100%*
Capital
Partners
Pty Ltd
=========== ============== ===================== ======== ================= =============
(1(st) renewal)
============================================================= ======== ================= =============
PL103/2020 Maun Resource Metals 169.0 30-Sep-2023 100%*
Capital
Partners
Pty Ltd
=========== ============== ===================== ======== ================= =============
(1(st) renewal)
============================================================= ======== ================= =============
Limpopo Mobile Belt Projects
PL97/2020 Serule Resource Metals 636.8 30-Sep-2023 100%*
Capital
Partners
Pty Ltd
=========== ============== ===================== ======== ================= =============
(1(st) renewal)
============================================================= ======== ================= =============
PL99/2020 Phikwe Resource Metals 217.2 30-Sep-2023 100%*
Capital
Partners
Pty Ltd
(1(st) renewal)
============================================================= ======== =================
*The Botswanan Licences will be 100% owned by APP via its wholly
owned subsidiary, Resources Capital Partners Pty Ltd, on Standard
Listing, following which, all the Botswanan Licences are intended
to be sold by APP to Sandfire in accordance with the Conditional
Botswana Licence Sale Agreement
Deascription of the African Pioneer Projects
1. Namibian Projects
Matchless Belt Projects
The two adjacent EPLs are located in central Namibia, 5 and 10
km respectively to the northeast of Windhoek, the capital of
Namibia. Together, these comprise the Ongombo and Ongeama
projects.
Both the Ongombo and Ongeama projects (EPLs 5772 and 6011) are
geologically located within the Matchless Member of the Kuiseb
Formation, a conspicuous assemblage of lenses of foliated
amphibolites, chlorite-amphibolite schist, talc schist and
metagabbro. This belt, up to 5 km wide in the Otjihase Mine (in
care and maintenance) area, stretches 350 km east-northeastwards
within the Southern Zone of the Damara Orogen from the Gorob - Hope
area in the south, towards Steinhausen in the north. The belt hosts
copper-gold mineralisation which has been in past production at two
localities (Otjihase - and Matchless Mines owned by Weatherly
International plc).
Both EPLs are accessed via the B6 road leading eastwards towards
Hosea Kutako International Airport. EPL 6011 (Ongeama) is accessed
via the D1527 road lading northwards towards the Weatherly
International plc Otjihase Mine (now under administration), while
the D2102 (branching from the D1510) district road provides access
to EPL 5772 (Ongombo). The international airport is approximately
12 km east of the combined EPLs area. Labour will be available from
the city of Windhoek. Potential tailings storage areas, waste
disposal areas, heap leach pads and potential processing plant
sites can only be supplied after an Environmental Impact Assessment
has been completed. Windhoek should also be able to supply most
exploration requirements and comply with all sustenance
supplies.
2. Zambian Projects
Central African Copperbelt Project
The APZ licences are located on the western edge of the
fold-thrust belt of the Lufilian Arc. The Lufilian Arc is a
Pan-African fold-and-thrust belt that extends over 800 km in an
east-west direction, curving to the northeast. It originates in
Luanshya (Zambia), extending through Kolwezi (Democratic Republic
of the Congo) and terminates in south-eastern Angola. The Lufilian
Arc comprises metasedimentary rocks of the Katanga Supergroup,
which hosts the Central African Copperbelt. The Central African
Copperbelt is the largest and most prolific mineralized sediment-
hosted copper province known on Earth. In Zambia, the Lufilian Arc
unconformably overlies the basement, which consists of older
metamorphosed gneisses, schists, migmatites, amphibolites and
granitoids. The geology within the African Pioneer projects
predominantly comprises supracrustal metasedimentary rocks of the
Nguba and Kundulungu Groups. Although exact stratigraphic placement
of these lithologies is difficult on site, mostly due to the
structural complexity of the area and limited outcrop, the regional
geological setting of the area points towards similarities with the
Ivanhoe Mines Ltd Kamoa-Kakula deposits in the adjacent Democratic
Republic of the Congo ("DRC").
Zambezi Belt Project
The Zambezi licence located within the Zambezi Belt of southern
Zambia, hosts a lower Katanga Supergroup succession which, although
less studied than its northern counterpart, also hosts a number of
Copperbelt-style occurrences. The Mwembeshi Shear Zone forms the
northern boundary of the Zambezi Belt, separating it from the
Lufilian Arc. The Mwembeshi Shear Zone, which comprises multiple
strands over a width of kilometres, has been interpreted to
continue as the Matchless Belt in the Damara Supergroup of
Namibia.
3. Botswanan Projects: Subject to Conditional Botswana Licence Sale Agreement
The Botswana Prospecting Licences ("PLs") are located in two
areas namely:
1. The Kalahari Copperbelt Projects ("KC") - comprise six
licenses (PLs 96, 98 and 100 to 103 / 2020) and are located in
western Botswana near the towns of Ghanzi and Maun. The
northeast-trending Meso- to Neoproterozoic belt, approximately
1,000 km long by up to 250 km wide, stretches discontinuously from
western Namibia into northern Botswana along the northwestern edge
of the Palaeoproterozoic Kalahari Craton. The belt contains
copper-silver mineralisation which is generally stratabound and
hosted in metasedimentary rocks that have been folded, faulted and
metamorphosed to greenschist facies during the Damara Orogeny.
2. The Limpopo Mobile Belt Project ("Limpopo") - comprises two
licenses (PLs 97 and 99 / 2020) and is located in eastern Botswana
within 30 km of the town of Selebi Phikwe. The Selebi Phikwe
regional area in eastern Botswana (comprising PLs 97 and 99 / 2020)
is underlain by rocks of the Archaean basement which regionally
forms part of the Azanian Craton, a fragment of Archaean
continental crust comprising, from south to north, the Kaapvaal
Craton, the Limpopo Belt and the Zimbabwe Craton. The Limpopo
Project is set within the Motloutse Complex of eastern Botswana, a
transitional boundary between the Zimbabwe Craton to the north and
the Limpopo Mobile Belt to the south.
As stated above, the Botswanan Projects are subject to the
Conditional Botswana Licence Sale Agreement under which African
Pioneer guaranteed the sale to Sandfire following Standard Listing
of the Botswanan Licences. If the conditions of the Conditional
Botswana Licence Sale Agreement are met by its long stop date of 31
July 2021 or such later date agreed by the parties then African
Pioneer will no longer own the Botswana Projects owned by RCP.
Assets, liabilities and trading results of the Acqusitions:
There are no significant assets, liabilities or trading results
attached to any of the Acquisitions.
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