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REG - Tiger Royalties&Invs - Acquisition completion, Board changes, PDMR shares

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RNS Number : 6583S  Tiger Royalties and Investments PLC  09 January 2025

 

 

9 January 2025

Tiger Royalties and Investments Plc

("Tiger" or "the Company")

 

Completion of acquisition of Bixby Technology, Board changes, & Directors
dealings

 

Tiger Royalties and Investments PLC further to its announcements of 6 January
2025 and 20 December 2024 is pleased to announce:

 

·     the admission today of the 3,866,479,165 new ordinary shares
announced on 6 January 2025 ("Admission"), and consequently the completion of
the acquisition of Bixby Technology Inc ("Bixby Technology"); and

 

·     Jonathan Bixby and Brian Stockbridge have today joined its Board of
Tiger which will allow the Company to execute its new broadened Investing
Policy approved at the Company's general meeting on 6 January 2025.

 

All terms defined in the 20 December 2024 announcement (the "20 December 2024
Announcement") have the same meaning in this announcement unless indicated to
the contrary.

 

Bixby Technology will be focused on identifying technology enterprises to
invest in and incubate by providing incubation services and mentorship to
technology entrepreneurs. Bixby Technology will be targeting new fast growth
technology products and projects in return for project participation in line
with the previous carry interest mechanics of Tiger under its existing
Investing Policy. The carried interest provided to Bixby Technology may
therefore involve equity, securities, memecoins and other form of beneficial
interests or digital assets.

 

Jonathan Bixby has joined the Board as an Executive Director Head of
Technology Projects, Brian Stockbridge has been appointed as an additional
independent non-executive director to support both the new technology
investment strategy and governance with effect from Admission and Michael
Nolan, currently a non-executive director, has resigned.

 

Colin Bird, Executive Chairman commented

"The Tiger Board look forward to working with Jonathan to enhance shareholder
value as he and his team develop Bixby Technology as a tech incubator within
the scope of Tiger's broadened investing policy.  I would also like to thank
Michael Nolan on behalf of myself and the Board for his wise counsel and
support of the Company over the several years he has been a director of the
Company and to wish him well in his future endeavours."

 

The following additional information is provided in accordance with paragraph
(g) of Schedule Two of the AIM Rules for Companies in relation to Jonathan
Bixby and Brian Stockbridge's appointment as directors with effect from
Admission.

 

Jonathan Bixby was a founder and major investor in Argo Blockchain (ARB),
Guild Esports (GILD) and Cellular Goods (CBX) - all listed on the London Stock
Exchange. Jonathan is also the Chairman of File Forge Technology PLC, Kondor
AI PLC and Cykel AI PLC listed on the AQUIS market. As well as AQUIS listed
Phoenix Digital Assets (formerly NFT Investments) Jonathan has extensive
experience in technology companies and capital raising and has agreed to join
Tiger as a key stakeholder and executive director. Jonathan has agreed that
the current pipeline of Technology Incubation Projects which he has been
developing and which fit within the new Investing Policy will be developed by
Bixby Technology which as a newly formed company otherwise has no assets and
liabilities and no trading results.

 

Brian Stockbridge has over 20 years experience in corporate finance, including
direct investments and financing into companies, IPOs, capital raisings and
mergers and acquisitions for both public and private companies. He has held
board positions on several public and private companies throughout his career,
most notably with Rangers Football Club and Allegiance Insurance. Brian has
also held director and management positions with Zeus Capital, Allenby
Capital, Noble & Company and Grant Thornton. He served as a Regulator for
the Panel on Takeovers and Mergers, where he presided over a large number of
transactions.

 

Jonathan Franklin Bixby, aged 47

 

 Present Directorships                      Past Directorships (within the last 5 years)
 Cykel AI Developments Limited              Punter Finance PLC

 Cykel AI PLC                               Ora Technology PLC

 Kondor AI PLC                              Motto Technologies PLC

 CRBN Technologies Limited                  Supernova Digital Assets PLC

 Phoenix Digital Assets PLC                 Guild Esports PLC

 File Forge Technology PLC                  Blue Mesa Health Inc.

 Toro Consulting Ltd                        Dynasty Gaming & Media Pte Ltd

 Possibilities Training Group Ltd           East Side Games Group Inc

 Ecoation Innovative Solutions Inc.         Hack Capital Ventures Inc

 Carbon Technology Inc                      DarkVision Technologies Inc

 Paidia eSports Inc                         ALAViDA Health Ltd

 Stanley Park Ventures 2017 Financial Ltd

 Stanley Park Ventures Ltd

 Haymarket Investments Inc

 Kahle Ohana Holdings Inc

 

With effect from Admission and completion of the Toro Subscription, Mr Bixby
through his interest in Toro will be interested in i) 325,000,000 ordinary
shares in the capital of the Company, representing approximately 7.38 per
cent. of the Company's issued ordinary share capital as enlarged at Admission;
and ii) 325,000,000 warrants with each warrant giving the right to subscribe
for a new ordinary share in the Company at a price of 0.1 pence per share
(being the Fundraising Price) for 24 months from Admission

 

Brian Stockbridge, aged 51

 

 Present Directorships                                                 Past Directorships (within the last 5 years)
 Guild eSports PLC                                                     MC (Charlotte Street) Limited

 First Sentinel Corporate Finance Limited                              Capable Lending plc

 Omni Egis Limited                                                     First Sentinel Wealth Limited

 First Sentinel Corporate Services Limited                             Allegiance Insure Limited

 New Leaf Capital Limited

 Capable Finance Limited

 Dark Horse Family Office Limited

 Art by Stella Limited

 First Sentinel Perennial Limited

 Anodyne Investments PLC

 Charlotte Street Resources PLC

 Meme Vault plc

 International Financial Strategic Associates Limited

 Cassel Capital Limited

 Kingbridge Capital
 Limited

 

Mr Stockbridge has no interests in any shares in the Company.

 

There no further information on Jonathan Bixby or Brian Stockbridge required
to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules for
Companies.

 

Director's update shareholdings:

The table below shows the current shareholdings of the new Board of directors
and their associates and their shareholdings after Admission today of the Toro
Shares, the Fundraising Shares, the Accrued Fee Conversion Shares, the
Transaction Shares and the Fortified Fee Shares.

 

 

This announcement contains inside information for the purposes of Article 7 of
Regulation 2014/596/EU as it forms part of the UK law pursuant to the
European Union (Withdrawal) Act 2018.

 

For further information please contact:

 Tiger Royalties and Investments Plc  Raju Samtani,                                                                                          +44 (0)20 7581 4477
                                      Director
 Beaumont Cornish (Nomad)             Roland Cornish                                                                                         +44 (0)20 7628 3369

                                      Felicity Geidt

                                      Email:corpfin@bcornish.co.uk (mailto:corpfin@bcornish.co.uk)
 Fortified Securities                 Guy Wheatley                                                                                           (+44) 7493 989014

 (Broker)                             Email: guy.wheatley@fortifiedsecurities.com
                                      (mailto:guy.wheatley@fortifiedsecurities.com)

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

PDMR Notification Forms:

The notifications below are made in accordance with the requirements of MAR.

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Colin Bird / Lion Mining Finance Ltd / Sylvia Vrska
 2.  Reason for the Notification
 a)  Position/status                                              Executive Chairman & Director / company controlled by Coilin Bird / wife
                                                                  of Colin Bird
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tiger Royalties & Investments PLC
 b)  LEI                                                          213800F2MNUEMO8VWP26
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  ordinary shares of 0.1 pence each
     Identification code                                          ISIN: GB0002308525

                                                                  TIDM: AIM:TIR
 b)  Nature of the Transaction                                    Issue of 42,000,000 Accrued Conversion Fee Shares to settle accrued fees of
                                                                  £42,000 due to Colin Bird

                                                                  Issue of 78,000,000 Accrued Conversion Fee Shares to settle accrued fees of
                                                                  £78,000 due to Lion Mining Finance  Ltd

                                                                  Issue of 60,000,000 Fundraising Shares to Colin Bird for £60,000

                                                                  Issue of 20,000,000 Fundraising Shares to Sylvia Vrska for £20,000
 c)  Price(s) and volume(s)                                       Fundraising Shares  Accrued Conversion fee Shares
                                                                  No. of Shares  80,000,000          120,000,000
                                                                  Price          0.1 pence           0.1 pence
 d)  Aggregated information                                       Issue of 200,000,000 shares

     Aggregated volume
 e)  Date of the transaction                                      9 January 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume

Issue of 200,000,000 shares

e)

Date of the transaction

9 January 2025

f)

Place of the transaction

Outside a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Raju Samtani
 2.  Reason for the Notification
 a)  Position/status                                              Finance Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tiger Royalties & Investments PLC
 b)  LEI                                                          213800F2MNUEMO8VWP26
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  ordinary shares of 0.1 pence each
     Identification code                                          ISIN: GB0002308525

                                                                  TIDM: AIM:TIR
 b)  Nature of the Transaction                                    Issue of 32,312.500 Accrued Conversion Fee Shares to settle accrued fees of
                                                                  £32,312.50 due to Raju Samtani

                                                                  Issue of 70,000,000 Fundraising Shares to Raju Samtani for £70,000
 c)  Price(s) and volume(s)                                       Fundraising Shares  Accrued Conversion fee Shares
                                                                  No. of Shares  70,000,000          32,312,500
                                                                  Price          0.1 pence           0.1 pence
 d)  Aggregated information                                       Issue of 102.312.500 shares

     Aggregated volume
 e)  Date of the transaction                                      9 January 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume

Issue of 102.312.500 shares

e)

Date of the transaction

9 January 2025

f)

Place of the transaction

Outside a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Alexander Michael Borrelli
 2.  Reason for the Notification
 a)  Position/status                                              Non-executive Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tiger Royalties & Investments PLC
 b)  LEI                                                          213800F2MNUEMO8VWP26
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  ordinary shares of 0.1 pence each
     Identification code                                          ISIN: GB0002308525

                                                                  TIDM: AIM:TIR
 b)  Nature of the Transaction                                    Issue of 25,000,000 Accrued Conversion Fee Shares to settle accrued fees of
                                                                  £25,000 due to Alexander Michael Borrelli

 c)  Price(s) and volume(s)                                       Accrued Conversion fee Shares
                                                                  No. of Shares  25,000,000
                                                                  Price          0.1 pence
 d)  Aggregated information                                       Issue of 25,000,000 shares

     Aggregated volume
 e)  Date of the transaction                                      9 January 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume

Issue of 25,000,000 shares

e)

Date of the transaction

9 January 2025

f)

Place of the transaction

Outside a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Michael Nolan / JS Consult Limited /McNolan Holdings Limited /
 2.  Reason for the Notification
 a)  Position/status                                              Non-executive Director who resigned with effect from today / Consulting
                                                                  company controlled by Michael Nolan & Spouse/ Investment company
                                                                  controlled by Michael Nolan & Spouse
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tiger Royalties & Investments PLC
 b)  LEI                                                          213800F2MNUEMO8VWP26
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  ordinary shares of 0.1 pence each
     Identification code                                          ISIN: GB0002308525

                                                                  TIDM: AIM:TIR
 b)  Nature of the Transaction                                    Issue of 29,166,665 Accrued Conversion Fee Shares to settle accrued fees of
                                                                  £29,166.66 due to JS Consult Ltd
 c)  Price(s) and volume(s)                                       Accrued Conversion fee Shares
                                                                  No. of Shares  29,166,665
                                                                  Price          0.1 pence
 d)  Aggregated information                                       Issue of 29,166,665 shares

     Aggregated volume
 e)  Date of the transaction                                      9 January 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume

Issue of 29,166,665 shares

e)

Date of the transaction

9 January 2025

f)

Place of the transaction

Outside a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Jonathan Franklin Bixby / Toro Consulting Ltd
 2.  Reason for the Notification
 a)  Position/status                                              Executive Director Head of Technology Projects / Consulting company controlled
                                                                  by Jonathan Franklin Bixby
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Tiger Royalties & Investments PLC
 b)  LEI                                                          213800F2MNUEMO8VWP26
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  ordinary shares of 0.1 pence each
     Identification code                                          ISIN: GB0002308525

                                                                  TIDM: AIM:TIR
 b)  Nature of the Transaction                                    Issue of 325,000,000 Toro Shares for a subscription of £325,000 by Toro
                                                                  Consulting Ltd
 c)  Price(s) and volume(s)                                       Toro Shares
                                                                  No. of Shares  325,000,000
                                                                  Price          0.1 pence
 d)  Aggregated information                                       Issue of 325,000,000 shares

     Aggregated volume
 e)  Date of the transaction                                      9 January 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume

Issue of 325,000,000 shares

e)

Date of the transaction

9 January 2025

f)

Place of the transaction

Outside a trading venue

 

 

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