Metal Tiger PLC Submission of Members Statement to Kingsgate

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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

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November 22, 2017 10:05 ET (15:05 GMT)