Results of MetalsTech General Meeting held 6 April 2018
Results of Shareholders Meeting – 6 April 2018
In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001, the following information is provided in respect of each resolution considered and voted upon at the General Meeting of MetalsTech Limited (MetalsTech or the Company) held on 6 April 2018.
The total number of proxy votes exercisable by all proxies validly appointed was in respect of 39,344,869 shares from a total of validly appointed proxies from 9 shareholders.
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Chairman's Address to Shareholders
Chairman’s Letter to Shareholders
- Mr David Riekie appointed as Managing Director of MetalsTech, formerly Managing Director of iCobalt
- Ms Cherie Leeden appointed as Technical Director (Canada), formerly VP Exploration of iCobalt
- iCobalt spinout cancelled
Dear Shareholders,
Further to yesterday’s announcement in relation to the withdrawal of certain resolutions to be considered at today’s upcoming General Meeting of the Company, I would like to update shareholders on the Company’s strategy for 2018.
The purpose of Resolution 12 specifically was to allow shareholders to vote on the sale of the Bay Lake Cobalt Project to iCobalt Limited in support of the proposed iCobalt spinout.
In respect of the withdrawal of Resolution 12, the Company has reconsidered the merits of the spinout of its 100% owned subsidiary iCobalt Limited (1CO) and decided to retain the Bay Lake and Rusty Lake high grade cobalt projects, as well as pipeline cobalt opportunities within the current corporate structure.
The rationale for retaining the high grade cobalt assets and cancelling the spinout includes:
• A failure of the spinout to deliver fair value to MTC shareholders in light of:
- a rapid escalation in the price of cobalt metal (four fold over the last 2 years);
- significant M&A and fund raising activity for cobalt assets in the Township of Cobalt, Ontario where MTCs cobalt projects are located;
- recent exploration success by third parties similarly targeting the Nipissing Diabase (the same cobalt-bearing rock that MTC is targeting at its cobalt projects);
• Ability to act quickly on opportunities in the cobalt sector;
• Emergence of an opportunity to secure non-dilutive project level funding for Cancet and Adina from strategic investors and end-users, including Wuxi Baichuan Chemical Industrial Co (BCC); and
• Scope to optimise battery resources expertise through integration of the proposed 1CO team into MTC.
On this last point, I am delighted to advise that Mr David Riekie has accepted the role of Managing Director of MetalsTech (formerly Managing Director of iCobalt) and Ms Cherie Leeden has accepted the role of Technical Director (Canada) (formerly our VP Exploration iCobalt). Together they will oversee the exploration and development of the Company’s cobalt and lithium projects, going forward. Now that we have a better understanding of our projects, we will be building in-house geological expertise and reducing reliance on external consultants.
Mr Riekie and Ms Leeden recently completed a site visit at our high grade cobalt projects in Ontario, and have confirmed we are sitting on an amazing opportunity there and further to this, have identified a number of complementary opportunities in the cobalt space that we are looking to potentially capitalise on in the future.
As part of a focused restructure, I will transition to Non-Executive Chairman and Mr Gino D’Anna will transition to Non-Executive Director. We will both still be heavily involved in driving the Company going forward, particularly in relation to ongoing discussions with strategic investors and end users who are looking at investing in MTC’s assets at ‘project level’. We recently completed on a significant strategic transaction with BCC and look forward to progressing further non-dilutive funding discussions with them and others.
Mr Michael Valletta and Mr Shane Uren have stepped down, leaving an agile and highly vested three-person Board.
I would like to thank Michael and Shane for their significant contribution to date.
As the spinout will no longer proceed, we will be refunding the iCobalt seed application funds.
We also look forward to updating shareholders in the near term on the progress of our drilling program at the Adina Lithium Project.
Today the Company’s securities were placed in Trading Halt pending a detailed announcement in relation to a Capital Raising (which is in addition to the recent investment by BCC) and full details of the Company’s restructure and plans for 2018. We expect to be in a position to update shareholders in this regard on or before Tuesday 10 April 2018.
I am confident that 2018 will be a focused and value accretive year for your Company.
Sincerely,
Russell Moran
Chairman
MetalsTech Limited
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MetalsTech Withdrawal of Certain Shareholder Resolutions
MetalsTech General Meeting of Shareholders – 6 April 2018 Update
MetalsTech Limited (MTC or the Company) would like to update its shareholders in relation to the upcoming General Meeting of the Company, which is due to occur at 11.00 am (WST) on 6 April 2018. The Company has resolved to withdraw Resolutions 9 through 12 (inclusive).
Resolution 9, 10 and 11 were in relation to the issue of Performance Rights to certain Directors of the Company. These resolutions have been withdrawn and a new set of resolutions will be put to shareholders at a subsequent shareholders meeting, expected to take place in May 2018. In that meeting, updated performance rights hurdles, which reflect the new corporate strategy will be considered by shareholders.
The purpose of Resolution 12 was to allow shareholders to vote on the sale of the Bay Lake Cobalt Project to iCobalt Limited. The Company has recognised the strategic value of retaining 100% of the cobalt assets and as such has elected to withdraw Resolution 12, thereby defining a new corporate strategy. An expanded technical management team and a restructured board of directors will be implemented allowing MetalsTech to emerge as a focused cobalt and lithium exploration and development company.
The effect of the withdrawal of the above resolutions will be that shareholders will no longer be asked to vote on these resolutions. All other business of the meeting remains unchanged.
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MTC Cleansing Statement Notice
Cleansing Statement
On 4 April 2018, MetalsTech Limited (ASX: MTC) (MetalsTech or the Company) issued an Appendix 3B for the issue and quotation of shares (Shares). The Shares were issued as part of a class of securities quoted on the ASX.
MetalsTech gives notice pursuant to Section 708A(5)(e) of the Corporations Act.
The Shares were issued without disclosure to the recipient under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act.
The Company, as at the date of this notice, has complied with:
a) The provisions of Chapter 2M of the Corporations Act; and
b) Section 674 of the Corporations Act.
There is no excluded information for the purposes of Section 708A(7) and (8) of the Corporations Act.
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MTC Confirms Funds Transfer from BCC
Wuxi Baichuan Chemical Industrial Co Ltd Strategic Investment Update – Investment Funds Remittance Advice Received
MetalsTech Limited (MTC or the Company) is pleased to provide the following update in respect of the $1.8 million funding deal with leading chemicals producer Wuxi Baichuan Chemical Industry Co Ltd (BCC).
The Company has confirmed remittance of the $1.8m transfer from BCC to the MTC bank account.
8,250,000 shares are expected to be allotted to BCC on or around 5 April 2018, pursuant to ASX Listing Rule 7.1A.
750,000 shares are expected to be allotted to BCC on or around 6 April 2018 pursuant to ASX Listing Rule 7.1 and 1,000,000 shares to be allotted on 6 April 2018 pursuant to ASX Listing Rule 7.1A.
An Appendix 3B and Initial Substantial Shareholder Notice will follow.
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BCC Receives Final Approval
Wuxi Baichuan Chemical Industrial Co Ltd Receives Final Government Approval from Chinese Regulators
MetalsTech Limited (MTC or the Company) is pleased to provide the following update in respect of the $1.8 million funding deal (Investment) with leading chemical producer Wuxi Baichuan Chemical Industry Co Ltd (BCC).
The Company has received written confirmation that BCC has received the final stage of Chinese Regulatory Approval from the “Foreign Affairs Bureau – Commerce Department” which is required in order to allow for the transfer of funds outside of China.
The $1.8 million Investment is expected to be received in the coming days, with the allotment of shares to occur on 6 April 2018 following the General Meeting of the Company. A total of 9.25 million shares will be allotted pursuant to ASX Listing Rule 7.1A with the balance of 1.75 million shares to be allotted pursuant to ASX Listing Rule 7.1.
Highlights
• BCC to subscribe for 10,000,000 MTC shares at a price of $0.18 per share to raise $1,800,000 subject to 12 months’ escrow
• MTC to facilitate BCC share accumulation strategy by introducing third party shareholders (and advisors) for the acquisition of up to a further 5,000,000 MTC shares through on-market and off-market purchases
• If BCC increases its share ownership to >12.5% through on-market and off-market share acquisitions to earn:
- a right to participate in placements for 12 months to maintain ownership position
- a right to match any project-level investment by a third party within 12 months up to 10% project-level interest
• If BCC increases its share ownership to >15% BCC will be entitled to an MTC board seat
• MTC and BCC will work in good faith to negotiate a project-level equity investment at its projects as part of a larger strategy to develop lithium carbonate / hydroxide beneficiation facility in Quebec underpinned by spodumene concentrate feed from MTC projects
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MTC Listing Rules Compliance Update
ANNOUNCEMENT REGARDING ASX LISTING RULE 7.1 CAPACITY
MetalsTech Limited (ASX: MTC) (MetalsTech or the Company) refers to the following ASX announcements:
- The Company’s Appendix 3B released on 3 November 2017 in respect of the issue of 4,200,000 fully paid ordinary shares (Shares) that showed the Company’s remaining placement capacity of 23,110 pursuant to ASX Listing Rule 7.1.
- The Company’s announcement released on 15 November 2017 in respect of the expansion of the Company’s landholdings at the Cancet Lithium project and the renegotiation of the terms of the acquisition of Terre des Montagnes Lithium project, in which, amongst other things, the Company announced that it had agreed to issue 2,350,000 Shares as consideration for the acquisition and renegotiation.
- The Company’s Appendix 3B released on 20 November 2017 in respect of the release of 2,100,000 Shares from escrow that showed the Company’s remaining placement capacity of 23,110 pursuant to ASX Listing Rule 7.1.
MetalsTech advises the market as follows:
- At the date that the Company had agreed to issue equity securities to the vendors pursuant to the acquisition of Cancet East and the renegotiation of Terre des Montagnes, being 15 November 2017, the Company did not have sufficient capacity to issue those securities, and as such had exceeded its capacity to issue equity securities without security holder approval under Listing Rule 7.1 through the agreement to issue the Shares pursuant to the acquisitions announced on 15 November 2017.
- As a result and in consultation with the ASX, the Company will now no longer seek ratification at the upcoming General Meeting of the Company of the 2,326,890 equity securities that were agreed to be issued on 13 November 2017 and these securities will remain in “C” when the Company calculates it capacity under Listing Rule 7.1 for 12 months following the agreement to issue the equity securities, i.e. this capacity will automatically refresh on 13 November 2018.
The full announcement can be viewed by CLICKING HERE
Diamond Drilling Commences at Adina Lithium Project
MetalsTech Commences Drilling at Adina Lithium Project
MetalsTech Limited (MTC or the Company) is pleased to announce that the maiden drilling campaign has commenced at its Adina Lithium Project in Quebec, Canada.
Highlights
- ~2,000m diamond core drilling campaign has commenced at the 100%-owned Adina Lithium Project where the Company has identified an approximate 350m x 2km outcropping pegmatite with high grade lithium mineralisation at surface with assays up to 3.12% Li2O
- Drilling campaign to test strike, dip, and plunge continuity of pegmatite, as well as test the mineralised zones within the pegmatite structure
- Maiden drill program will be phase 1 of a two-phase drilling strategy designed to delineate an initial resource
- Adina is located in close proximity to Cancet and may present complimentary development opportunities
- Metallurgical and mineralogy test work to be completed on representative drill core
Commenting on the Adina Lithium Project, Executive Director, Mr Gino D’Anna stated:
“Adina appears to host a very large geological structure, based on outcropping pegmatite and ridge topography. Previous mapping and assays of surface mineralisation has indicated potential for strong lithium prospectivity. If we are successful in intersecting reasonable lithium mineralisation in drill core, Adina could offer a significant co-development opportunity with our existing plans at the nearby Cancet Lithium Project.”
The full ASX announcement can be viewed by CLICKING HERE