14 December 2022

Metal Tiger plc

(“Metal Tiger” or the “Company”)

Update on Margin Lending Facility

Metal Tiger plc (AIM: MTR, ASX: MTR), the AIM and ASX listed investor in natural resources opportunities, is pleased to note that, further to the announcement on 5 October 2021 and subsequent announcements on 21 June 2022, 24 June 2022 and 6 December 2022 it has entered into a new A$15m Margin Lending and Drawdown Facility with a sub-fund of SC Lowy SI II (SG) VCC which will be used for, among other purposes, repaying the approximately A$0.85m loan balance outstanding on the previous Margin Lending Facility and be drawn down to repay the A$7,042m loan against 1,675,125 Sandfire Resources Limited shares (“Sandfire Shares”) secured under the equity derivative financing arrangement with a global investment bank on 16 December 2022. Following the release of the Sandfire Shares, Metal Tiger will have 5,012,626 Sandfire shares within the facility against an outstanding loan balance of A$8.345m. The remainder of the Margin Lending and Drawdown facility of A$6.65m will remain available to the Company to draw down for at least a year from today’s date to acquire additional Sandfire shares.

Summary of key terms of Margin Lending and Drawdown Facility:

• Interest rate of 30-day BBSY Bid plus a margin of 8% per annum (rising an additional 5% in the event of a default) payable from 15 December 2022, on the last business day of each month; the current inferred rate is 11.01%.
• 12-month term with the option to extend for a further year, for a fee of 3% of the facility.
• Provides Metal Tiger with the ability to free up collateral under the Margin Lending and Drawdown Facility in the event that coverage exceeds 3.5 times the then outstanding loan amount plus accrued interest.
• Metal Tiger has flexibility to free up liquidity by selling the Sandfire Shares that are security for the Margin Lending and Drawdown Facility, over a period of five trading days, with an aggregate value of not less than A$1,000,000 at the time the trade instructions are given, provided no event of default is continuing and the coverage exceeds the minimum-security cover maintenance levels on the outstanding loan amount plus accrued interest.
• Metal Tiger can apply the proceeds of any sale to either:
  • pay all amounts payable under the Margin Lending and Drawdown Facility in full; or
  • as a prepayment to the amount outstanding under the Margin Lending and Drawdown Facility, to the extent that following such prepayment, the collateral value is at least the multiple of the loan amount outstanding plus accrued interest that it was before the sale instructions were given; or
  • in the second year of the term (if applicable), acquire further Sandfire shares, provided the coverage exceeds the minimum-security cover maintenance levels on the outstanding loan amount plus accrued interest, and any surplus after such application(s) shall be released to Metal Tiger.

Material Fees

• Establishment fee of 3% of the facility, payable on first drawdown.
• A bonus return interest fee (BRIF), payable on the first anniversary of the agreement and on any later termination date if the 30-day VWAP of Sandfire shares at such time exceeds A5.28 per share (Reference Price), subject to certain adjustment mechanisms. The BRIF is equal to 10% of the difference between the 30-day VWAP and the Reference Price, multiplied by the number of Sandfire shares which are security for the Margin Lending and Drawdown Facility (provided such number is not less than 5,012,626 shares).
• Including all interest payments under the Margin Lending and Drawdown Facility and the abovementioned fees, total amounts payable under agreement must be no less than the greater of:
  • A$2,362,814; and
  • an internal rate of return of 17% on the Lender’s investment, calculated in accordance with the terms of the agreement.
• The agreement is subject to security cover maintenance levels and margin levels that are deemed commercially acceptable and standard for a transaction of this nature.
• Metal Tiger maintains rights over all ordinary course of business dividends received from Sandfire.

From 16 December 2022, Metal Tiger will be interested in 6,180,168 Sandfire shares, representing approximately 1.39% of Sandfire’s issued share capital. From 16 December, only 1,167,542 Sandfire shares will be secured under the equity derivative financing arrangement with a global investment bank.

Michael McNeilly, Chief Executive Officer, commented:

“I would like to thank the team, and particularly our CFO and Co-Sec Adrian Bock, for their tremendous effort in delivering this facility. This facility offers us flexibility on the loans outstanding against the 1,167,542 shares under the equity derivative financing arrangement, giving the Company the option to pay off the loan assuming the strike is above the put and below the call, allowing for an effective put entry price into the Sandfire Shares under the various collars.

In addition, we will now be able to time an entrance to acquire additional Sandfire shares subject to price movements, dramatically increasing the overall liquidity available to Metal Tiger allowing the Company to buffer downside risk and maintain exposure to potential upside in Sandfire as it brings the Motheo copper mine into production next year.”

This announcement contains inside information as defined in Article 7 of the EU Market Abuse Regulation No 596/2014 (as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018) and has been announced in accordance with the Company's obligations under Article 17 of that Regulation.

For further information on the Company, visit www.metaltigerplc.com:

Notes to Editors:

Metal Tiger PLC is admitted to the AIM market of the London Stock Exchange AIM Market ("AIM") and the ASX Market of the Australian Securities Exchange Market ("ASX") with the trading code MTR and invests in high potential mineral companies with a base, precious and strategic metals focus.

The Company's target is to deliver a high return for shareholders by investing in significantly undervalued and/or high potential opportunities in the mineral exploration and development sector.

Equity Investments invests in undervalued natural resource companies. The majority of its investments are listed on AIM, the TSX and the ASX, which includes its interest in Sandfire Resources Limited (ASX: SFR). The Company also considers selective opportunities to invest in private natural resource companies, typically where there is an identifiable path to IPO.

The Company actively assesses new investment opportunities on an on-going basis and has access to a diverse pipeline of new opportunities in the natural resources and mining sectors.

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