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STRATA INVESTMENT HOLDINGS PLC — Proxy Solicitation & Information Statement 2021
Aug 26, 2021
65858_rns_2021-08-26_d4819e64-3235-43e0-8613-c9eae65a3f2a.pdf
Proxy Solicitation & Information Statement
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Metal Tiger plc | Notice of General Meeting 2021 | 1
METAL TIGER PLC
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if you are resident outside the United Kingdom, from another appropriately qualified financial adviser.
If you have sold or transferred all of your Ordinary Shares please forward this document together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for 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.
METAL TIGER PLC
(Incorporated and registered in England and Wales with registered number 04196004)
Notice of General Meeting
Your attention is drawn to the letter from the Chairman of the Company set out in this document in which the Board unanimously recommends that you VOTE IN FAVOUR of the Resolution to be proposed at the General Meeting.
A notice convening a General Meeting of the Company to be held at Higher Shalford Farm, Charlton Musgrove, Wincanton, Somerset, BA9 8HF at 10 am on 15 September 2021 is set out at the end of this document.
Whether or not you intend to attend the General Meeting in person, you are asked to register your proxy vote as soon as possible, but in any event, by no later than 10 am on 13 September 2021 by logging onto 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 General Meeting CREST members can also appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Link Group (under CREST participant ID RA10) by no later than 10 am on 13 September 2021. The time of receipt will be taken to be the time from which Link Group is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CDI shareholders please see Note 12 of the Notes of the Notice of Meeting for voting instructions.
Submission of a Form of Proxy or transmitting a CREST Proxy Instruction will not prevent you from attending and voting at the General Meeting in person should you wish.
This document contains forward-looking statements which are subject to assumptions, risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, there can be no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements. Each forward-looking statement is correct only as of the date of the particular statement. The Company does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by the AIM Rules or by law.
No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has not been any change in the affairs of the Company since the date of this document or that the information is correct as of any subsequent time.
Metal Tiger plc | Notice of General Meeting 2021
LETTER FROM THE CHAIRMAN
METAL TIGER PLC
(Incorporated and registered in England and Wales with registered number 04196004)
Directors:
Charles Patrick Stewart Hall (Chairman, Non-Executive Director)
David Michael McNeilly (CEO, Executive Director)
Mark Roderick Potter (Executive Director)
Neville Keith Bergin (Non-Executive Director)
David Alan Wargo (Non-Executive Director)
To Shareholders
Registered Office
Weston Farm House
Weston Down Lane
Weston Colley
Hamphsire
SO21 3AG
U.K.
26 August 2021
Dear Shareholder
Notice of General Meeting
1. Introduction
I am writing to invite you to a General Meeting of the Company to be held at Higher Shalford Farm, Charlton Musgrove, Wincanton, Somerset, BA9 8HF at 10 am on 15 September 2021. The notice of the General Meeting is set out at the end of this document.
2. Attendance at the General Meeting
The Board remains cognisant of the ongoing public health risk and recognises that the situation in relation to the COVID-19 pandemic can change quickly and that social distancing requirements may make a physical meeting impractical. The Board will therefore continue to monitor developments and will make changes to the arrangements for the meeting as necessary. Any such changes will be advised to shareholders through the Company's website and, where appropriate, by RNS announcement.
In light of this uncertainty, should you not wish to attend the meeting in person the Board strongly encourages you to submit a proxy appointing the Chairman of the meeting as your proxy, rather than another named person who, if circumstances change, may not be able to attend the meeting.
3. Resolutions at the General Meeting
Resolution 1 - Ratification of prior issue of 10,810,811 Placement CDIs
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the issue of 10,810,811 CDIS over fully paid ordinary shares in the Company under the Placement on the terms and conditions described in the Explanatory Memorandum which is attached to and forms part of this Notice."
Resolution 2 - Ratification of prior issue of 1,000,000 Lead Manager Options
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the grant of 1,000,000 Lead Manager Options, in equal proportions, to Taylor Collison Limited and Ashanti Capital Pty Ltd (and the issue of 1,000,000 CDIs on exercise of those options) on the terms and conditions described in the Explanatory Memorandum which is attached to and forms part of this Notice."
Resolution 3 - Issue of 2,702,703 Placement CDIs to Cobre Limited
"That for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,702,703 CDIs over fully paid ordinary shares at an issue price of $0.37 per CDI to Cobre Limited, a related party of the Company, on the terms and conditions set out in the Explanatory Memorandum."
4. 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 am on 13 September 2021 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 General Meeting.
5. 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, in respect of their own beneficial holdings which in aggregate amount to 5,569,469 Ordinary Shares, representing approximately 3.6 per cent of the Company's current issued ordinary share capital of 155,910,062 shares as at 25 August 2021.
Yours faithfully
Charles Hall
Chairman
Metal Tiger plc | Notice of General Meeting 2021 | 3
NOTICE OF GENERAL MEETING
METAL TIGER PLC
(Incorporated and registered in England and Wales with registered number 04196004)
NOTICE is hereby given that a General Meeting of Metal Tiger Plc (the "Company") will be held at the Higher Shalford Farm, Charlton Musgrove, Wincanton, Somerset, BA9 8HF at 10 am on 15 September 2021 for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions.
ORDINARY RESOLUTION
Resolution 1 - Ratification of prior issue of 10,810,811 Placement CDIs
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the issue of 10,810,811 CDIs over fully paid ordinary shares in the Company under the Placement on the terms and conditions described in the Explanatory Memorandum which is attached to and forms part of this Notice."
Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by any person who participated in the issue or is an associate of those persons. However, this does not apply to a vote cast in favour of a Resolution by:
- a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
- the chair of the meeting as Proxy for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
a. the beneficiary provides written communication to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution and
b. the holder votes on the Resolution in accordance with directions given by the beneficiary to vote in that way.
Resolution 2 - Ratification of prior issue of 1,000,000 Lead Manager Options
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the grant of 1,000,000 Lead Manager Options, in equal proportions, to Taylor Collison Limited and Ashanti Capital Pty Ltd (and the issue of 1,000,000 CDIs on exercise of those options) on the terms and conditions described in the Explanatory Memorandum which is attached to and forms part of this Notice."
Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by any person who participated in the issue or is an associate of those persons. However, this does not apply to a vote cast in favour of a Resolution by:
- a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
- the chair of the meeting as Proxy for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
a. the beneficiary provides written communication to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution and
b. the holder votes on the Resolution in accordance with directions given by the beneficiary to vote in that way.
Resolution 3 - Issue of 2,702,703 Placement CDIs to Cobre Limited
"That for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,702,703 CDIs over fully paid ordinary shares at an issue price of $0.37 per CDI to Cobre Limited, a related party of the Company, on the terms and conditions set out in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by any person named in the Resolution or any associate of that person, or any person who will obtain a material benefit. However, this does not apply to a vote cast in favour of a Resolution by:
- a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
- the chair of the meeting as Proxy for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
a. the beneficiary provides written communication to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution and
b. the holder votes on the Resolution in accordance with directions given by the beneficiary to vote in that way.
BY ORDER OF THE BOARD

Adrian Bock
Company Secretary
26 August 2021
Registered office:
Weston Farm House
Weston Down Lane
Weston Colley
Hampshire
S021 3AG
U.K.
Metal Tiger plc | Notice of General Meeting 2021
EXPLANATORY MEMORANDUM
This Explanatory Memorandum forms part of the Notice convening a General Meeting of shareholders of the Company to be held on 15 September 2021. This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.
1. Background - Placement
As announced on 26 July 2021, the Company is undertaking a placement of up to 13,513,514 CDIs (Placement CDIs) at an issue price of $0.37 per CDI to raise up to $5,000,000 (Placement).
On 5 August 2021, the Company issued a total of 10,810,811 CDIs under the Placement using the Company's existing placement capacity pursuant to Listing Rule 7.1, which in turn were admitted for trading on 6 August 2021.
Subject to Shareholder's approving Resolution 3, the Company will issue a further 2,702,703 CDIs under the Placement to Cobre Limited, a related party of the Company (Tranche 2), at an issue price of $A 0.37 per CDI. The shares underlying the CDIs will rank pari passu with the Company's existing Ordinary Shares. After the results of the General Meeting are announced, and assuming Shareholder approval of Resolution 3, the Tranche 2 CDIs will be admitted for trading on the AIM market of the London Stock Exchange and the Australian Securities Exchange after the result of the General Meeting is released.
The Company engaged services of Taylor Collison and Ashanti Capital to joint lead manage the Placement pursuant to a mandate (Lead Manager Mandate) and an agreement amending the mandate (Amending Mandate). Under the Amending Mandate, the Company agreed to issue Taylor Collison and Ashanti Capital (in equal proportions) 1,000,000 options, exercisable at $0.555 with an expiry date set at 3 years from the date of issuance (Lead Manager Options).
The terms of the Lead Manager Options are set out in a schedule annexed to this Notice.
2. Resolutions 1 and 2 - Ratification of the issue of 10,810,811 Placement CDIs and 1,000,000 Lead Manager Options
ASX Listing Rule 7.1 and 7.4
ASX Listing Rule 7.1 provides that a listed company may not, subject to specific exceptions, issue equity securities in any 12 month period which exceeds 15% of the number of issued securities of the company held at the beginning of the 12 month period, except with the prior approval of shareholders of the company in a general meeting.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided the issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
The issue of 10,810,811 Placement CDIs and 1,000,000 Lead Manager Options did not breach ASX Listing Rule 7.1 and the Company seeks subsequent shareholder approval for these issues for the purpose of ASX Listing Rule 7.4 and all other purposes.
Technical information required by ASX Listing Rule 14.1
If resolutions 1 and 2 are passed, the prior issue of 10,810,811 Placement CDIs and 1,000,000 Lead Manager Options may be treated as having been made with approval under ASX Listing Rule 7.1. The Company will therefore be able to issue additional equity securities, without the Placement and Lead Manager Options counting towards the 15% threshold for the purposes of ASX Listing Rule 7.1.
If resolutions 1 and 2 are not passed, the 10,810,811 Placement CDIs and 1,000,000 Lead Manager Options will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without shareholder approval over the 12 month period following the date of issue.
Technical information required by ASX Listing Rule 7.5
For the purpose of ASX Listing Rule 7.5, Shareholders are advised of the following particulars of the allotment and issue:
- 10,810,811 CDIs over fully paid ordinary shares in the Company were issued to institutional investors and 1,000,000 options were granted to the Lead Managers.
- 10,810,811 CDIs were issued at an issue price of $0.37 per CDI. The Lead Manager Options were granted for no consideration.
- 1,000,000 Lead Manager Options were granted to Taylor Collison and Ashanti Capital (in equal proportions), at an exercise price of $0.555 per CDI, expiring on 19 August 2024, as part of their consideration for facilitating the Placement.
- The Lead Manager Options were granted on the terms set out in the schedule annexed to this Notice.
- The Placement CDIs were issued on 5 August 2021.
- The Lead Manager Options were granted on 20 August 2021.
- The purpose of the Placement is to raise capital to be deployed in growing the Company's portfolio of investments in the mining sector.
- The Lead Manager Mandate and Amending Mandate contain the following material terms:
Fees:
As consideration for the provision of the Lead Manager's services in relation to the Placement, the Company agreed to pay the Lead Managers:
- A monthly retainer of A$10,000 per month (exclusive of GST) payable monthly in advance of the execution date of the Lead Manager Mandate until the earlier of the completion of the Placement or termination of the Lead Manager Mandate. This retainer will only be paid for the first four months post execution of the Mandate;
- On the settlement date for the Placement:
- a Management Fee of 2.0% of the gross proceeds raised under the Placement; and
- a Selling Fee of 4.0% of the gross proceeds raised under the Placement, except where the subscriber is deemed to be on the Chairman's list, in which case the Selling Fee will be capped at 2%; and
- 1,000,000 options in Metal Tiger at an exercise price of A$0.555 per CDI, with an expiry date set at 3 years from the date of issuance.
Right of first refusal
The Lead Managers have a right of first refusal to act as joint Lead Managers for any future offer of CDIs by the Company during the period that is 12 months from the date of settlement and allotment of the CDIs. Unless otherwise agreed, the role of the Lead Managers will be on the same basis as set out in the Lead Manager Mandate.
Metal Tiger plc | Notice of General Meeting 2021
5
3. Resolution 3 - Issue of 2,702,703 Placement CDIs to Cobre Limited
ASX Listing Rule 10.11
ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception applies.
ASX Listing Rule 19.12 defines the term "related party" to mean the same as under the Corporations Act. Cobre Limited is a related party of the Company by virtue of having a director who is also a director of the Company. Michael McNeilly is a director of each of Cobre Limited and the Company.
Accordingly, the Directors are seeking shareholder approval for the purposes of ASX Listing Rule 10.11 for the issue of 2,702,703 CDIs to Cobre Limited pursuant to Resolution 3.
Pursuant to ASX Listing Rule 10.13.3, the CDIs the subject of Resolution 3 must be issued within 1 month from the date of the shareholder approval.
Technical information required by ASX Listing Rule 14.1A
If Resolution 3 is passed the Company will be able to proceed with the issue of 2,702,703 CDIs to Cobre Limited (and thereby complete the Placement) and will raise additional funds to be used in a manner set out below. Approval pursuant to ASX Listing Rule 7.1, is not required for the issue of CDIs as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of CDIs to Cobre Limited will not be included in the use of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.
If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 CDIs, meaning no further funds will be raised under the Placement.
Technical information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the issue of Tranche 2 CDIs:
- Approval is required for the issue of CDIs to Cobre Limited under Listing Rule 10.11.4.
- 2,702,703 CDIs over fully paid ordinary shares in the Company will be issued to Cobre Limited.
- Tranche 2 CDIs will be issued at a price of $0.37 per CDI.
- Tranche 2 CDIs will be issued within 1 month after the date of the General Meeting and it is intended that allotment will occur on or around the same date.
- Tranche 2 CDIs will be over fully paid ordinary shares in the Company issued on the same terms and conditions as the Company's existing CDIs.
- $1,000,000 will be raised under the Tranche 2 Placement. Funds used Placement from will be used to grow the Company's portfolio of investments in the mining sector.
Metal Tiger plc | Notice of General Meeting 2021
NOTES:
Appointment of proxies (for CDI holders please see Note 12)
-
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.
Any power of attorney or other authority under which the proxy is submitted must be returned to the Company's Registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, LEEDS, LS1 4DL.
If a paper form of proxy is requested from the registrar, it should be completed and returned to Link Group, PXS 1, Central Square, 29 Wellington Street, LEEDS, LS1 4DL to be received not less than 48 hours before the time of the meeting.
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, Central Square, 29 Wellington Street, LEEDS, LS1 4DL no later than 48 hours (excluding weekends and public holidays) before the time of the Meeting or any adjournment of that meeting.
If you require additional Forms of Proxy, please contact the Registrar.
-
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 13 September 2021 (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.
-
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.
-
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.
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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).
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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).
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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.
-
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 [email protected] 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
- As at 25 August 2021, being the last practicable date before dispatch of this notice, the Company's issued share capital comprised 155,910,062 Ordinary Shares of £0.001 each. Each ordinary share carries the right to one vote at a meeting of the Company and, therefore, the total number of voting rights in the Company as at 25 August 2021 is 155,910,062.
Metal Tiger plc | Notice of General Meeting 2021 | 7
12. CDI 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: Metal Tiger PLC
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
By fax: +61 2 9287 0309
In person: Link Market Services Limited*
Level 12 680 George Street
Sydney NSW 2000
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 Friday 10 September 2021. 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.
SCHEDULE - LEAD MANAGER OPTION TERMS
Ashanti and Taylor Collison may each apply for 500,000 Lead Manager Options on the terms and conditions set out in this schedule.
The Lead Manager Options (Options) entitle the holder (Optionholder) to subscribe, and be issued, CDIs on and subject to the following terms and conditions:
(a) Entitlement
Each Option gives the Optionholder the right to subscribe for, and be issued, one CDI.
(b) Expiry Date
The Options will expire at 5.00pm (WST) on 19 August 2024 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) Exercise Price
The amount payable upon exercise of each Option will be $0.555 (Exercise Price).
(d) Notice of Exercise
An Optionholder may exercise any Options by lodging with the Company at any time after the Vesting Date but before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised (Exercise Notice); and
(ii) a cheque or electronic funds transfer for the aggregate Exercise Price for the number of Options being exercised.
For the purposes of the above, the Vesting Date is the date upon which Metal Tiger grants the Lead Manager Options, being 20 August 2021.
(e) Exercise Date
An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).
(f) Timing of issue of CDIs on exercise and quotation
Within 10 Business Days after the later of the following:
(i) receipt of the Exercise Notice;
(ii) when any Excluded Information ceases to be Excluded Information; and
(iii) any necessary shareholder approvals for the issue of the CDIs on exercise of the Options is obtained (if required), the Company will:
(iv) allot the applicable CDIs to the Optionholder; and
(v) apply for official quotation on the ASX of the CDIs issued pursuant to the exercise of the Options.
(g) CDIs issued on exercise
All CDIs allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other issued fully paid CDIs.
(h) Quotation of CDIs issued on exercise
The Company will apply for quotation of all CDIs allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those CDIs.
(i) Reorganisation
If, prior to the Expiry Date, the issued capital of the Company is reorganised, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and any requirements with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
(j) Participation in new issues
(i) There are no participating rights or entitlements inherent in the Options.
(ii) An Optionholder will not be entitled to participate in new issues of securities offered to Shareholders or CDI Holders during the currency of the Options except to the extent that Options are exercised prior to the 'record date' for determining entitlements for the new issue.
(k) Change in exercise price
Subject to (i) above and (l) below, an Option does not confer on the holder any right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.
(l) Bonus Issue
If there is a pro rata bonus issue of securities to Shareholders or CDI Holders prior to the Expiry Date, the number of CDIs over which the Option is exercisable may be increased by the number of securities which the Option holder would have received if the Option was exercised before the record date for the bonus issue.
(m) Transferability
The Options are non transferable.
(n) Agreement to be bound
By lodging an Exercise Notice, the Optionholder agrees to take the applicable CDIs and agrees to be bound by the constitution of the Company.
Metal Tiger plc | Notice of General Meeting 2021
The following definitions apply throughout this document unless the context otherwise requires:
DEFINITIONS
| AIM Rules | the AIM Rules for Companies published by the London Stock Exchange plc from time to time. |
|---|---|
| ASX Listing Rules | the Rules for entities listed on the Australian Securities Exchange. |
| ASX | Australian Securities Exchange. |
| Board | board of directors of the Company. |
| CDI Holder | holder of CDIs. |
| CDI | CHESS Depository Interest(s). |
| CHESS | means the Clearing House Electronic Sub-Register System operated by ASX Settlement. |
| Companies Act | the UK Companies Act 2006 as amended from time to time. |
| Company | Metal Tiger Plc, a public limited company incorporated in England and Wales with registered number 04196004 and whose registered address is at 107 Cheapside, London, England, EC2V 6DN. |
| Company's Registrar | Link Group. |
| CREST | the UK-based system for the paperless settlement of trades in listed securities, of which Euroclear is the operator. |
| CREST Manual | the manual, as amended from time to time, produced by Euroclear describing the CREST system and supplied by Euroclear to users and participants thereof. |
| CREST Proxy Instruction | a properly authenticated CREST message appointing and instructing a proxy to attend and vote in place of a Shareholder at the General Meeting and containing the information required to be contained in the CREST Manual. |
| Euroclear | Euroclear UK & Ireland Limited, the operator of CREST. |
| Form of Proxy | a paper form of proxy for use at the General Meeting is available on application from Link Group whose address is in the Notes at the end of this document. |
| General Meeting | the general meeting of the Company to be held at Higher Shalford Farm, Charlton Musgrove, Wincanton, Somerset, BA9 8HF at 10am on 15 September 2021 (and any adjournment thereof) for the purposes of considering and, if though fit, approving the Resolution. |
| Lead Manager Options | means 1,000,000 options offered to the Lead Managers in consideration for facilitating the Placement. |
| Link Asset Services | 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. |
| Notice of General Meeting or Notice | the notice of the General Meeting contained in this document. |
| Ordinary Shares | ordinary shares of 155,910,062 of 0.01p each in the capital of the Company. |
| Shareholder | holder of Ordinary Shares. |
| Tranche 2 | 2,702,703 CDIs to be issued to Cobre Limited on approximately 23 September 2021. |
| 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: 25 August 2021
METAL TIGER PLC
ARBN 641 646 924
LODGE YOUR INSTRUCTION
ONLINE
www.linkmarketservices.com.au
BY MAIL
Metal Tiger PLC
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND
Link Market Services Limited
Level 12, 680 George Street, Sydney NSW 2000
ALL ENQUIRIES TO
Telephone: +61 1300 554 474

X99999999999
CDI VOTING INSTRUCTION FORM
DIRECTION TO CHESS DEPOSITARY NOMINEES PTY LTD
I/We being a holder of CHESS Depositary Interests (CDIs) of Metal Tiger PLC (Company) hereby direct CHESS Depositary Nominees Pty Ltd (CDN) to vote the shares underlying my/our CDI holding at the General Meeting of stockholders of the Company to be held at 10:00am (WST) on Wednesday, 15 September 2021 at Higher Shalford Farm, Charlton Musgrove, Wincanton, Somerset, BA9 8HF, and at any adjournment or postponement of that Meeting, in accordance with the following directions. By execution of this CDI Voting Instruction Form the undersigned hereby authorises CDN to appoint such proxies or their substitutes in their discretion to vote in accordance with the directions set out below.
VOTING INSTRUCTIONS
Voting instructions will only be valid and accepted by CDN if they are signed and received no later than 10:00am (WST) on Friday, 10 September 2021.
Please read the voting instructions overleaf before marking any boxes with an ☐
Resolutions
| For | Against | Abstain* |
|---|---|---|
| 1 Ratification of prior issue of 10,810,811 Placement CDIs | ☐ | ☐ |
| 2 Ratification of prior issue of 1,000,000 Lead Manager Options | ☐ | ☐ |
| 3 Issue of 2,702,703 Placement CDIs to Cobre Limited | ☐ | ☐ |
- If you do not mark the “For”, “Against” or “Abstain” box your vote will not be counted.
SIGNATURE OF CDI HOLDERS – THIS MUST BE COMPLETED
CDI Holder 1 (Individual)
Joint CDI Holder 2 (Individual)
Joint CDI Holder 3 (Individual)
Sole Director and Sole Company Secretary
Director/Company Secretary (Delete one)
Director
This form should be signed by the CDI Holder in accordance with the instructions overleaf.
MTR PRX2101N
HOW TO COMPLETE THIS CDI VOTING INSTRUCTION FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's CDI register. If this information is incorrect, please make the correction on the form. CDI Holders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your CDIs using this form.
DIRECTION TO CHESS DEPOSITARY NOMINEES PTY LTD
Each CHESS Depositary Interest (CDI) is evidence of an indirect ownership in the Company's shares of common stock (Shares). The underlying Shares are registered in the name of CHESS Depositary Nominees Pty Ltd (CDN). As holders of CDIs are not the legal owners of the Shares, CDN is entitled to vote at the Meetings of stockholders on the instruction of the registered holders of the CDIs.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either holder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with Link. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: with respect to an Australian company, where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. With respect to a U.S. company or other entity, this form may be signed by one officer. Please give full name and title under the signature.
LODGEMENT OF A CDI VOTING INSTRUCTION FORM
This CDI Voting Instruction Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (WST) on Friday, 10 September 2021. Any CDI Voting Instruction Form received after that time will be invalid.
CDI Voting Instruction Forms may be lodged:
ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the CDI Voting Instruction Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, stockholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the CDI Voting Instruction Form).
BY MOBILE DEVICE
Our voting website is designed specifically for voting online. You can now lodge your instruction by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

QR Code
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
BY MAIL
Metal Tiger PLC
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
BY FAX
+61 2 9287 0309
BY HAND
Deliver it to Link Market Services Limited*
Level 12, 680 George Street
Sydney NSW 2000
*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

COMMUNICATION PREFERENCE
We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.
ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the Proxy Form. Select 'Communications' and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).