REG - Tiger Royalties&Invs - New Investment Policy, Acquisition, £3m fundraise

Tiger Royalties and InvestmentsAnnouncement

20/12/2024 07:00

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RNS Number : 9132Q  Tiger Royalties and Investments PLC  20 December 2024

For immediate
release

20 December 2024

Tiger Royalties and Investments Plc

("Tiger" or "the Company")

 

Proposed expansion of Investing Policy, acquisition of new subsidiary for
technology incubation to be led by Jonathan Bixby, conditional fundraise of
£3,000,000 and Notice of General Meeting

Tiger Royalties and Investments PLC is an "investing company" under the AIM
Rules for Companies (the "AIM Rules").

The Directors of the Company are pleased to confirm that the Company has on 19
December 2024 signed a conditional sale and purchase agreement (the
"Acquisition") to acquire the entire issued share capital of Bixby Technology
Inc ("Bixby Technology") from Toro Consulting Limited (a company beneficially
owned by Jonathan Bixby) ("Toro") for £325,000. In addition, Toro will
subscribe £325,000 for new Ordinary Shares in the Company at the Fundraising
Price (defined below) and will receive one warrant per share with a 24 month
term and exercisable at the Fundraising Price ("Toro Subscription"). The
Acquisition is conditional on, inter alia, shareholder authority to approve
the Acquisition. On completion of the Acquisition Jonathan Bixby will join the
Board as an Executive Director Head of Technology Projects.

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.

The Company has, conditional on the closing of the Acquisition and the
approval of shareholders of the necessary authorities to allot ordinary shares
in the Company free from pre-emption, raised £3,000,000 before expenses (the
"Fundraising") at 0.1 pence per Ordinary Share (the "Fundraising Price") for
the issue of 3,000,000,000 new Ordinary Shares (the "Fundraising Shares").

The Fundraising comprises a placing of 2,475,000,000 new Ordinary Shares (the
"Placing Shares") for £2,475,000 at the Fundraising Price (the "Placing"),
via Fortified Securities ("Fortified") with Shard Capital Partners LLP
("Shard") acting as placing agent and share subscriptions for 525,000,000 new
Ordinary Shares at the Fundraising Price to raise £525,000 (the "Subscription
Shares"). As a result of the Placing: Premier Miton Group Plc, Zeus Investment
Management Ltd and Jupiter Asset Management Limited will join the Company as
shareholders.

Colin Bird, Executive Chairman commented

"We welcome Jonathan Bixby and Bixby Technology to the Tiger team. Jonathan is
a highly regarded expert in the new technology space who possess the ability
to identify and anticipate emerging trends in developing technologies.
Jonathan also has the important capacity to identify commercialization
opportunities for emerging technology projects which is a skill sought after
by early stage tech entrepreneurs. 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."

Jonathan Bixby, Proposed Executive Director, Head of Technology Projects:

"If the last 4 years have shown us anything, it is that an idea can change the
direction of the world. Traditional technology investment is antiquated. The
existing model of capital injection after a product is fully proven does not
connect innovators with their communities and slows down execution of
transformative IP. Through Tiger we hope to drive fast paced technology
development and enable growth on a potentially global scale, not fixed to a
single country of preference. We do not want to see a silicon valley, we are
planetary focused. It is more than a token goal, it is our objective."

Set out below as an appendix is the Letter from the Chairman of Tiger and
relevant risk factors, which will be posted in a circular to shareholders
tomorrow, together with a Notice of Meeting for a General Meeting to be held
at 4 p.m. on 6 January 2025 at the offices of Fladgate LLP, 16 Great Queen
Street, London WC2B 5DG.   The circular will be available on the Company
website  www.tiger-rf.com (http://www.tiger-rf.com) shortly.

 

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.

 

LETTER FROM THE CHAIRMAN OF TIGER ROYALTIES & INVESTMENTS PLC

Incorporated and registered in England and Wales with registered number
02882601

 Directors:                               Registered office:
 Colin Bird     (Chairman)                2(nd) Floor, 7/8 Kendrick Mews,
 Michael Nolan  (Non-Executive Director)  London
 Raju Samtani   (Finance Director)        England
 Alex Borrelli  (Non-Executive Director)  SW7 3HG

 

20 December 2024

To Shareholders and, for information only, to the holders of Warrants

 

Notice of General Meeting

Proposed Acquisition of Bixby Technology Inc

Proposed Change to Investing Policy

Proposed issue of 3,000,000,000 new Ordinary Shares to raise up to £3 million

 

1.       Introduction

Tiger Royalties and Investments PLC ("Tiger" or the "Company") is an
"investing company" under the AIM Rules for Companies (the "AIM Rules") with
an investing policy which was approved by shareholders in November 2017.  The
Company announced today that it proposes to broaden its investing policy (the
"Investing Policy") and, given the Board consider the change is material, is
seeking shareholder approval as required under the AIM Rules.  A resolution
to approve the change in the Investing Policy will be proposed at the General
Meeting ("GM") which will be held at the offices of Fladgate LLP, 16 Great
Queen Street, London WC2B 5DG at 4.00 p.m. on 6 January 2025 and is set out in
the Notice of GM at Part III of this document.

 

2.       Background to and reasons for the proposed change to the
investing policy

The Company's current objective is to make investments in and incubate
projects in the natural resource sector globally capitalising on early entry
level in new opportunities and adding technical and management expertise where
necessary.  Historically this has included investments into natural resources
projects, achieving returns through successful project incubation.  However,
it has recognised that the market appetite for small solely minerals-focused
investing companies is diminishing and now wishes to broaden the scope of its
investments to include those in new technology, and to bring onto the Board an
experienced new technology investor, together with a new non-executive
director, with the experience and expertise required to support the Company's
revised objective.

 

The Board will continue to hold its core investments (see section 10 below)
and will work to preserve existing carry interest in its existing projects.

 

Tiger will also continue to monitor new natural resource projects to incubate
suitable new projects dependent on necessary capital utilization, management
time and the Investing Policy.

 

However, the Company, having previously reported that the natural resource
sector is inherently high risk and of a cyclical nature, considers that the
current fluctuations in world economic activity, the impact on the demand for
minerals and oil and gas and recent scarcity of capital for the sector should
be considered against the ability to create value for the Company's
shareholders.   Such considerations have led to the Board proposing to
broaden the scope of investments to include incubating and investing in new
technology projects which source funds by means of not only traditional
funding structures (i.e. debt and equity) but also by the issue of beneficial
interest in projects including cryptoassets such as tokens and Memecoins.

 

Building on the Company's existing ability to incubate and structure investee
companies, the Board intend to set up a division with the distinct role of
investing in new technology, to allow Tiger to participate in this early-stage
value creation process.  The division would utilize a wholly-owned Canadian
technology consultancy and incubator company, Bixby Technology Inc. ("Bixby
Technology") which would be acquired from the founder, Jonathan Bixby (the
"Transaction"), As part of the Transaction Jonathan Bixby is to join the Board
of Tiger, and Bixby Technology is intended to identify 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 (the
"Technology Incubation Projects") in line with the previous carry interest
mechanics of Tiger under its existing Investing Policy.

 

The Board believes the Transaction will enable the Company to broaden its
Investing Policy by utilising Bixby Technology to invest in Technology
Incubation Projects that provides the opportunity to enhance the investment
performance of the Company.

 

In conjunction with the Transaction, the Company is proposing to raise up to
£3 million by means of a placing and subscriptions (together the
"Fundraising") to support the activities as contemplated under the revised
Investing Policy as set out below.

 

Further details on the Transaction and the New Technology sector are set out
in sections 4 and 5 below.

 

3.       Proposed broadened Investing Policy

The Group's objective is to make investments in areas where the Board has
expertise and experience which after the completion of the Transaction, will
include investing in and incubating Technology Incubation Projects in addition
to the Company's traditional natural resources investments.

Initial investments will be for varying amounts initially, up to £250,000 per
project dependent upon the resources and opportunities available to Tiger,
under the new Investing Policy Directors will have discretion to make
investments outside this range. Investments will be focussed on, but not
exclusively in, non-revenue generating early-stage companies which will not
yet be generating revenue and often require additional funds to develop and
expand their businesses. Therefore, after appropriate due diligence, the
Company may provide further services to and/or make follow-on investments to
support existing investments from time to time.

The Group has formulated a two-fold Investing Policy:

1)   Participating in "passive style" equity investments where the Company
does not play an active role in the operations or management of investee
companies; and

 

2)   Making more "proactive style" investments where the Company
participates in incubating and structuring investee companies which will be an
area of focus for the Technology Incubation Projects through its incubation
and mentorship focussed engagement.

 

In the case of making non-equity type investments by providing capital and/or
management support, these will be made in exchange for rights to a percentage
of future revenues and/or carried equity positions aligning Tiger to the
success of its investee companies. In such instances, fees would be charged in
cash or in specie, dependent on the capital requirements of the investee
company

Both pro-active and passive investments can be equity type investments and/or
in the form of a carried interest arrangement. The proactive style of
investment articulated above may involve the Tiger's officers taking executive
roles in investee companies albeit generally through non-controlling stakes
and generally being active in the management of the underlying investee
company.

4.       The Transaction, Fundraising, Issue of Ordinary Shares and
Board Appointments

Bixby Technology is a newly formed technology consultancy company controlled
by Toro Consulting Limited ("Toro"), a company in turn controlled by Jonathan
Bixby. Jonathan Bixby has significant experience in quoted companies, and in
the new technology sector and the board of Tiger consider him essential to the
expanded Investing Policy.

Jonathan 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.

On 19 December 2024 Toro and the Company entered into a conditional agreement
("Acquisition Agreement")  for the sale and purchase of the entire issued
share capital of Bixby Technology. The conditions to the Acquisition Agreement
include the passing of the resolutions to be proposed at the GM and Admission.

Under the Acquisition Agreement, the total consideration to acquire Bixby
Technology from Toro Consulting will be £325,000, payable in cash. To
execute the new division Jonathan Bixby has committed to Toro Consulting
subscribing £325,000 in cash for shares in the Company ("Toro Shares") at 0.1
pence per Ordinary Share (the "Fundraising Price"). The consideration due to
Toro under the Acquisition Agreement can be set off against the amounts due
from Toro in respect of the Toro Shares. As part of the subscription for the
Toro Shares, Toro Consulting will be issued 325 million warrants exercisable
at the Fundraising Price (so with an aggregate exercise price of £325,000)
for a 24-month period from grant ("Toro Warrants"). The Toro Warrants will
have a vesting restriction which is the earlier of i) 12 months from grant and
ii) the share price being 4x the Fundraising Price. Toro has given the Company
customary warranties under the Acquisition Agreement (including in relation to
the Technology Incubation Projects). The liability of Toro in relation to such
warranties is limited to £325,000.

As referred to above (and described in more detail in section 8 below), the
Company is proposing to raise up to £3 million by means of Fundraising to
support proposed activities under the new expanded Investing Policy.  The
Company will not only be issuing Ordinary Shares under the Fundraising
("Fundraising Shares") but also in settlement of fees due to current directors
and to a related party ("Accrued Conversion Fee Shares") which are set out in
more detail in section 8 below.

The Toro Shares, Fundraising Shares and Accrued Fee Conversion Shares will all
be issued at the Fundraising price (i.e. 0.1 pence per Ordinary Share) being
the middle market share price as at 19 December 2024 of 0.1 pence being the
latest practical date prior to publication of this Document.

Under the Acquisition Agreement, the Toro Shares cannot be sold without the
prior written consent of the Company, nor any interest in them for a period of
six months after the date of Admission; and thereafter will be the subject of
six-month orderly market provisions in the Acquisition Agreement.

In addition to Jonathan Bixby joining the Board, it is intended that Brian
Stockbridge be appointed as an additional independent non-executive director
to support both the new technology investment strategy and governance. Michael
Nolan, currently a non-executive director, will resign at the completion of
the Transaction.

 

Following completion of the Transaction the Board will therefore be existing
directors; Colin Bird, Raju Samtani, and Alex Borrelli, being the majority of
the Board, together with the two new directors Jonathan Bixby and Brian
Stockbridge. Further information on Messrs Bixby and Stockbridge is set out at
section 7 below.

 

5.       New Technology Incubator and Memecoins

Bixby Technology the Company's new technology incubator will focus on
incubating early-stage technology enterprises anywhere in the world, primarily
those seeking to develop New Technology (see Glossary), through advisory and
mentorship roles targeting traditional and non-traditional financing with a
non-exclusive focus on "Utility Memecoins" a.k.a utility driven memecoins (see
description below).

 

Receipt of the new wave of coins associated with capital raises through
initial coin offerings ("ICOs") is a platform of choice for many technology
entrepreneurs so some of the Technology Incubation Projects that Bixby
Technology will work with will, as part of their business activities, be
issuing cryptoassets such as memecoins.  Bixby Technology's carried interest
in Technology Incubation Projects in exchange for its contribution of time,
expertise and in some cases financial support may therefore involve equity,
securities, memecoins and other form of beneficial interests  "Memecoins" are
a unique category of cryptocurrency inspired by internet memes-humorous or
viral images, videos, or phrases widely shared on social media.  Unlike
traditional "stablecoin" cryptocurrencies such as Bitcoin and Ethereum,
Memecoins emerge with speed and apparent spontaneity. The expectation is that
the digital assets held by Bixby Technology will have limited value assigned
to them in the Tiger financial statements until they are considered a
"stablecoin" or they are monetised into cash or cash like equivalents.

 

There are 2 principal type of Memecoins:

1)   Those based on viral topics or other parodies ("Viral Memecoins" aka
pure meme coins)

2)   Those based on community based or substantial value prospects ("Utility
Memecoins" aka utility-driven meme coins) - technology companies which issue
Utility Memecoins will be the principal target for Bixby Technology.

 

Despite their origins, many Memecoins have achieved significant followings and
market capitalizations due to their viral appeal and strong communities.

For technology start-ups, Memecoins offer a novel way to build communities,
engage users, and raise brand awareness. Unlike ICOs and some NFTs, Memecoins
generally do not meet the criteria for securities, as they lack the
expectations of returns, ownership, or centralized control typically
associated with securities. Instead, Memecoins rely on community enthusiasm
and cultural relevance for their "value". As Memecoins entrepreneurs often
lack the experience needed for successful launches, consultative services in
strategy, marketing, and compliance provide a considerable business
opportunity. This approach positions incubator investors as essential
contributors to the success of future Memecoins projects, helping them
navigate the complex and rapidly evolving crypto landscape plus allows then to
support a diversified portfolio of projects without having to deploy the large
amounts of capital a traditional venture capital investor would have to
deploy. By attaching limited value to the Memecoin itself, incubator investors
are not focussed on Memecoin price fluctuations as this known risk is embedded
into the investment ethos of participating in the Memecoin ecosystem.

Technology Incubator investors can support Memecoins projects by providing:

●    Strategic Planning: Helping projects define their vision, set
long-term goals, and develop a roadmap aligned with market demand.

●    Marketing and Branding: Creating impactful marketing campaigns,
leveraging meme virality, and differentiating the token from competitors to
attract and retain users.

●    Community Engagement and Communication: Assisting with community
management, building engagement channels, responding to feedback, and
fostering loyalty by establishing meaningful connections with token holders.

●    Regulatory Compliance: Guiding founders through legal requirements
to ensure transparency, reduce risk, and operate within legal frameworks.

 

This hands-on investment approach not only increases the likelihood of success
for Memecoins projects but also provides a steady revenue stream for incubator
investor, positioning them as valuable players in the fast-evolving Memecoins
market.

Companies issuing Memecoins in the UK must address several regulatory
considerations. The Company has taken legal advice and been advised that under
current legislation the Company and Bixby Technology by investing in and
incubating Technology Incubation Projects will not have to register with the
Financial Conduct Authority in relation to the Financial Services and Markets
Act 2000 (Regulated Activities Order). Please refer to the regulatory risks
associated with investing in technology companies referred to in the Risk
Factors at Part II

6.       Investment Process

The Board has updated its investment process and due diligence procedures to
reflect the proposed broadening of the Investing Policy for the two investment
divisions being Natural Resources and Technology with delegated authorities
and committees appointed for each division.

 

Investments will be made globally with the objective of long-term capital
gains, though investment holding periods may be reduce in response to general
market events and conditions and/or specific events applicable to an investee
company. The investments will be selected with the objective in time of
building a diversified portfolio of investee companies to mitigate
concentration and other risks but given the early stage nature of the
investments there will be volatility in the investment performance of the
Company's investments.

 

Technology Investment must not involve either of Tiger or Bixby Technology
directly undertaking any ICOs or other issuances of security in the underlying
projects it incubates. Please also refer to the Risk Factors in Part II.

 

The processes and parameters will be monitored by the board of Tiger from time
to time depending on the assets under management and the market
capitalization.  The board will analyse with the independent director(s) any
material changes to the Investment Process and will consult with the Nominated
Adviser of Tiger for any material revisions anticipated as a result of such
discussion with the independent director(s).

 

7.       Proposed Directors and Significant Shareholdings

A biography of Jonathan Bixby is set out in paragraph 4 above.

 

Brian Stockbridge is 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
PLC
Punter Finance PLC

File Forge Technology
PLC                             Ora Technology PLC

Kondor AI
PLC
Motto Technologies PLC

Phoenix Digital Assets
PLC                               Supernova
Digital Assets PLC

 
 
Blue Mesa Health Inc

 
Dynasty Gaming & Media PTR Ltd

 

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

 

8.       Issue of Ordinary Shares pursuant to Fundraising, Accrued Fee
Conversion, Transaction and Related Party Transactions

 

8.1       Fundraising

The Company has raised £3,000,000 before expenses (the "Fundraising") at 0.1
pence per Ordinary Share (the "Fundraising Price") for the issue of
3,000,000,000 new Ordinary Shares (the "Fundraising Shares") conditional upon
the completion of the Acquisition and the admission of the Fundraising Shares
to trading on AIM ("Admission").

The Fundraising comprises a placing of 2,475,000,000 new Ordinary Shares (the
"Placing Shares") for £2,475,000 at the Fundraising Price (the "Placing"),
via Fortified Securities ("Fortified") with Shard Capital Partners LLP
("Shard") acting as placing agent and share subscriptions for 525,000,000 new
Ordinary Shares at the Fundraising Price to raise £525,000 (the "Subscription
Shares").

The Company, Beaumont Cornish, Fortified and Shard have entered into a placing
agreement in relation to the Placing (the "Placing Agreement"). Under the
Placing Agreement Beaumont Cornish will receive a total fee of £30,000 plus
VAT of which £5,000 plus VAT has been paid as at the date of this document
and Shard are due to be paid a fee of £12,375 plus VAT. In addition,
Fortified will, following Admission, receive a placing commission of
£180,000, which shall be satisfied by issuing 180,000,000 Ordinary Shares to
Fortified (the "Fortified Fee Shares") credited as fully paid at the
Fundraising Price. The Placing Agreement contains customary provisions
including certain warranties by the Company in favour of Beaumont Cornish,
Fortified and Shard

The Fundraising includes £60,000 subscribed for by Colin Bird, Tiger's
Executive Chairman for 60,000,000 Subscription Shares, £20,000 subscribed for
by Sylvia Vrska the wife of Colin Bird, for 20,000,000 Subscription Shares,
and £70,000 by Raju Samtani, Tiger's Finance Director for 70,000,000
Subscription Shares representing in aggregate 5.00 per cent. of the total
Fundraising amount.

The Fundraising also includes £75,000 subscribed by Sanderson Capital
Partners Ltd who are a 18.85% shareholder for 75,000,000 Subscription Shares
and £170,000 subscribed by Clive Roberts who is a 15.88% shareholder for
170,000,000 Placing Shares.

The Fundraising Price is also the par value of the Ordinary Shares and is at
the middle market share price as at 19 December 2024 of 0.1 pence being the
latest practical date prior to publication of this Document.

The Fundraising Shares represent, in aggregate, approximately 68 per cent. of
the Company's enlarged issued share capital as enlarged by the issue of the
Toro Shares, the Accrued Fee Conversion Shares (as defined below), the
Transaction Shares (as defined below) and the Fortified Fee Shares (together
the "New Shares") . The New Shares will be fully paid and rank pari passu in
all respects with the Company's existing Ordinary Shares.

 

8.2       Related Party Transactions - Fundraising

As Colin Bird, and Raju Samtani are directors of the Company their
participation in the Fundraising is a related party transaction pursuant to
Rule 13 of the AIM Rules for Companies. Accordingly, the independent
directors, being Michael Nolan and Alex Borrelli, having consulted with the
Company's Nominated Adviser, Beaumont Cornish Limited, considers Colin Bird
and Raju Samtani's and participation in the Fundraising to be fair and
reasonable insofar as the Company's shareholders are concerned.

 

As Sanderson Capital Partners Ltd are a 18.85% shareholder in the Company and
Clive Roberts is a 15.88% shareholder in the Company their participation in
the Fundraising is a related party transaction pursuant to Rule 13 of the AIM
Rules for Companies. The directors, having consulted with the Company's
Nominated Adviser, Beaumont Cornish Limited, consider Sanderson Capital
Partners Ltd and Clive Roberts' participation in the Fundraising to be fair
and reasonable insofar as the Company's shareholders are concerned.

 

8.3       Accrued Fee Conversion Shares

As noted in the Company's interim results for the six months ended 30 June
2024, the Company has historic indebtedness and as stated therein, the current
liability figure of £463,208 (2023: £246,516) includes an accrual of
£219,917 (2023: £108,628) relating to Director's salaries/fees, the oldest
one being for 24 months ended 30 June 2024.  The current liability figure
also includes a creditor of £165,000 (2023: £96,000) payable to Lion Mining
Finance, which is also a related party by reason of being owned by Colin Bird.

 

At the Company's 2024 AGM, the shareholders approved the issue of shares to
Directors, management and consultants to settle accrued fees.  In order to
resolve this situation, the parties involved have agreed to settle the amounts
owing as at 31 October 2024 by the issue of 206,479,165 Ordinary Shares which
will be subject to a 6 month lock up on the following basis:

 

 

As set out above the parties have agreed to waive amounts owed to them of
£202,167 in aggregate. Were such adjustments to have been applied to the
published unaudited statement or financial position as at 30th June 2024 total
equity would have been turned from a deficit of £24,451 to Total equity of
£335,937. This is shown in the proforma balance sheet of the Company as at 30
June 2023 taking into account the above settlement and waiver of Accrued Fees
shown on the next page.

 

8.4       Related Party Transaction - Accrued Fees

The issue of in aggregate 128,479,165 new Ordinary Shares to the Directors is
also a related party transaction under Rule 13 of the AIM Rules for
Companies.  The Directors, save in each case for the individual Director
receiving ordinary shares, having consulted with the Company's Nominated
Adviser, Beaumont Cornish Limited, consider that each of Colin Bird, Raju
Samtani, Alex Borrelli and Michael Nolan's individual participation in the
Accrued Fees conversion to be fair and reasonable insofar as the Company's
shareholders are concerned.

 

The issue of 78,000,000 new Ordinary Shares to Lion Mining Finance is a
related party transaction under Rule 13 of the AIM Rules for Companies.  The
Directors ,other than Colin Bird by reason of his interest in this
transaction, having consulted with the Company's Nominated Adviser, Beaumont
Cornish Limited, consider Lion Mining Finance's participation in the Accrued
Fees conversion to be fair and reasonable insofar as the Company's
shareholders are concerned.

 

As the Company recognised that the market appetite for small solely
minerals-focused investing companies was diminishing and wished to broaden the
scope of its investments to include those in new technology, it appointed
Sanderson Capital Partners to identify and introduce to the Company a
technology company and / or technology investor with appropriate experience
and expertise to accomplish this objective. Sanderson Capital Partners
introduced the Company to Jonathan Bixby and Bixby Technologies and
accordingly is due a fee of £75,000 on completion of the Acquisition.

 

8.5       Transaction Shares

Fees due to certain consultants in relation to the Transaction and the
Fundraise of £155,000 in aggregate will be settled by the issue of
155,000,000 new Ordinary Shares at the Fundraising Price ("Transaction
Shares") and subject to a six month lock up from Admission. The Transaction
Shares include 75,000,000 Transaction Shares to be issued to Sanderson Capital
Partners Ltd to settle their introduction fee of £75,000.  The Transaction
Shares being issued to Sanderson Capital Partners Ltd will be subject to a
six-month orderly market agreement once the initial six month lock up period
expires.

 

8.6       Related Party Transaction- Transaction Shares

The issue of 75,000,000 Transaction Shares to Sanderson Capital Partners Ltd
in relation to the Transaction is being treated as a related party transaction
under Rule 13 of the AIM Rules for Companies by virtue of it being a 18.85%
shareholder in the Company.  The directors, having consulted with the
Company's Nominated Adviser, Beaumont Cornish Limited, consider the issue of
these Transaction Shares to Sanderson Capital Partners Ltd to be fair and
reasonable insofar as the Company's shareholders are concerned.

 

 

 

 

8.7     Director's update shareholdings:

The table below shows the current shareholdings of the current Directors and
the proposed directors and their associates and their shareholdings after the
issue of the Toro Shares, the Fundraising Shares, the Accrued Fee Conversion
Shares, the Transaction Shares and the Fortified Fee Shares.

 

 

 

8.8       Non-Director shareholders with 3% or greater shareholdings:

The table below shows the current shareholdings of non-director shareholders
who will own 3% or more of the Ordinary Shares after the issue of the
Consideration Shares, Fundraising Shares, Accrued Fee Conversion Shares and
Transaction Shares.

 

 

9.       Share Option Arrangements

To incentivise and retain directors, officers, consultants and employees to
enhancing the future market value of the Company the Company intends (in
addition to incentive schemes approved at the Company's annual general meeting
held on 1 August 2024) subject to shareholder approval to approve the issue of
share options (the "Share Option Agreements") for its directors, senior
management, consultants and employees on the following terms:

(i) the number of options to be issued shall not exceed 20 per cent. of the
issued share capital of the Company from time to time;

(ii) the exercise price of the options shall be determined by the remuneration
committee of the Board of directors of the Company based on the volume
weighted average share price of the Company in the 30 days preceding the issue
of the options and/or the price at which the Company has issued shares in the
30 days preceding the issue of the options

(iii) the allocation of the options shall be determined by the remuneration
committee of the Board of Directors of the Company;

(iv) the options shall vest in accordance with the terms of the Share Option
Agreement; and

(v) the options should be exercised within ten years of the date of the
approval resolution.

Subject to the approval of the remuneration committee it is the intention that
after completion of the Acquisition the Company would award options under
Share Option Agreements equivalent to 20 per cent of the enlarged share
capital of the Company after the issue of all new Ordinary Shares referenced
in this Document with an exercise price equal to the Fundraising Price (the
"Proposed Share Options").

  So as to align the Proposed Share Options with the interest of shareholders
which is primarily increases in the Company's share price it is anticipated
they would vest over 2 years based on share price hurdles by reference to
multiples of the Fundraising Price.

 

10.     Existing core
investments
 

Investments held by the Company as at 13 December 2024 are shown in the table
below:

 Name                      Number of shares  Share price  Valuation **
                           £                              £
 African Pioneer Plc       8,810,056         0.01500      132,151
 Bezant Resources Plc      83,870,371        0.00024       19,710
 Galileo Resources Plc     6,516,667         0.00950       61,908
 Kendrick Resources Plc    83,333            0.0029        242
 Rex Bionics PLC           6,250             -             -
 Vatakoula Gold Mines PLC  150,000           -            -
 Total Investments                                        214,011

 

** Valuations based upon market quotations as at 13 December 2024. Valuations
may not cross cast due to roundings in the Share price.

 

11.     General Meeting

A notice convening a General Meeting of the Company to be held at the offices
of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG at 4.00pm on 6 January
2025 is set out in the attached Notice of Meeting. The General meeting will
consider and, if thought fit, pass the following resolutions of which
resolutions 1 to 7 will be proposed as ordinary resolutions and resolution 8
will be proposed as a special resolution. A summary of the resolutions is set
out below.

 

Resolution 1: That the Acquisition on and subject to the terms of the
Acquisition Agreement (as defined in this document be and is hereby approved,
confirmed and ratified and that the directors of the Company be and are hereby
authorised for on behalf of the Company to approve the execution of any
document and/or take of any action they deem necessary or appropriate in
relation to effecting or facilitating the Acquisition.

 

Resolution 2: That, conditional upon and subject to the passing of Resolution
1 above and the completion of the Acquisition, the expansion of the Company's
existing Investing Policy so that the new Investing Policy of the Company will
be as set out in section 3 of the Chairman's letter forming Part I of the
Circular be and is hereby approved.

 

Resolution 3: That, conditional upon and subject to the passing of Resolutions
1 and 2 above and the completion of the Acquisition, the appointment of
Jonathan Bixby, having consented to act, as an executive director of the
Company be and is hereby approved.

 

Resolution 4: That, conditional upon and subject to the passing of Resolutions
1, 2 and 3 above and the completion of the Acquisition, the appointment of
Brian Stockbridge, having consented to act, as a non-executive director of the
Company be and is hereby approved.

 

Resolution 5: THAT, conditional upon and subject to the passing of Resolutions
1, 2 , 3 and 4 above and the completion of the Acquisition, the Company be
authorised (in addition to incentive schemes approved at the Company's annual
general meeting held on 1 August 2024) to grant share options (the "Share
Option Agreements") for its directors, senior management, consultants and
employees on the terms set out in this letter.

 

The Directors currently have existing authorities to allot shares and
dis-apply pre-emption rights

under section 551 and section 570 of the Companies Act 2006 (the "Act") which
were obtained at the Company's Annual General Meeting held on 1 August 2024,
but these authorities are insufficient to allot and issue the New Shares.
Accordingly, in order for the Company to allot and issue these shares, and to
be able to issue additional shares the Directors are proposing an increase to
the authorities section 551 and section 570 of the Act per resolutions 6, 7
and 8.

 

Resolution 6: That, conditional upon and subject to the passing of Resolutions
1, 2 , 3, 4 and 5 above and the completion of the Acquisition, for the
purposes of section 551 of the Companies Act 2006 ("Act"), the directors of
the Company be and are hereby generally and unconditionally authorised (in
substitution for any and all authorities previously conferred upon the
directors for the purposes of section 551 of the Act, but without prejudice to
any allotments made pursuant to the terms of such authorities) to exercise all
powers of the Company to issue and allot shares in the Company or grant rights
to subscribe for, or convert any security into shares in the Company in
connection with (but not limited to) the Fundraising (as defined in Circular)
up to an aggregate nominal amount of £13,884,920.

 

Resolution 7: That, conditional upon and subject to the passing of Resolutions
1, 2 , 3, 4, 5 and 6 above and the completion of the Acquisition, the
Directors be and are hereby empowered to approve and authorise the issue of
shares in the Company to directors, management, and consultants of the Company
in lieu of unpaid accrued remuneration, fees and allowances amounting in
aggregate to £206,480 (together "Accrued Fees") on the terms set out in this
letter.

 

If resolution 7 is not passed, Accrued Fees will still be due to be paid to
the directors, management, and consultants to whom they are due.

 

Resolution 8: That, conditional upon and subject to the passing of Resolutions
1, 2 , 3, 4, 5, 6  and 7 above and the completion of the Acquisition, the
statutory pre-emption rights in the Act be disapplied (on the terms set out in
this letter and in the notice) in connection with pre-emptive issues, the
issue of the Fundraising Shares, the issue of Fortified Fee Shares, the issue
of the Toro Shares and the Toro Warrants, the entry into the Share Option
Agreements, and the Transaction Shares and the issue of Ordinary Shares with
an aggregate nominal value equal to 200% of the enlarged share capital.

 

12.     Action to be taken

The Company encourages all shareholders to read the accompanying Notice of
Meeting and to vote at the GM. The GM is an important event and provides an
opportunity for the Company's directors to engage with shareholders.  If you
plan to attend in person, we would appreciate prior confirmation by email
tiger@tiger-rf.com to by 4 p.m. on Friday 3 January 2025 to allow us to plan
appropriately.

If you do not plan to intend in person please complete the enclosed form of
proxy and return it in accordance with the instructions on the form of proxy
and the notes to notice of GM by no later than 4 p.m. on 4 January 2025.

 

13.     Recommendation

The Directors consider the change to the investing policy and related matters
to be in the best interests of the Company and its shareholders and
accordingly recommend shareholders to vote in favour of all the Resolutions to
be proposed at the General Meeting.  The Directors have committed to voting
in favour of the Resolutions in respect of their shareholdings (including
associates) amounting in aggregate to 98,994,657 Ordinary Shares, representing
18.34% of the Ordinary Shares in issue.

 

Yours faithfully

 

 

Colin Bird

Chairman
Tiger Royalties & Investments Plc

 

 

RISK FACTORS

 

1.       General investing risks

1.1     The Company may be unable to realise funds from investments which
do not perform.

1.2     The Company may be unable to identify suitable companies in which
to invest.

1.3     The Company may not be able to invest in those companies which it
identifies as being suitable candidates.

1.4     The Company is likely to have a minority interest in the companies
in which it invests, possibly without any contractual safeguards in respect of
management and operational matters.

1.5     The Company's Investing Policy includes to invest in the shares of
smaller companies, unquoted securities and assets. Such investments may be
difficult to realise, and in addition such entities frequently lack the
financial strength, diversity and resources of larger companies and may find
it more difficult to overcome, or survive, periods of economic slowdown or
recession.

1.6     The price at which investors may dispose of their shares in the
Company may be influenced by a number of factors, some of which may pertain to
the Company, and others which are extraneous. Investors may realise less than
the original amount invested and could lose their entire investment.

1.7     The Company's business may be materially affected by the inability
to recruit sufficient personnel of the right quality or qualifications, or by
the loss of key personnel.

1.8     The Company is investing in early-stage companies or assets that
may have no revenue and / or be operating at a loss.

1.9     Should the Company make investments in currency other than its
reporting currency (Sterling) there is a risk from exchange rate fluctuations.

 

2.       Natural Resource Investment Sectoral Risks

2.1     Investment in mining and exploration is inherently speculative and
involves a high degree of financial risk. The exploration and development
mineral deposits requires substantial investment, and no assurances can be
given that the investee companies will be able to raise the entire funding
required to fully develop their exploration acreage.  Such investment
involves a high degree of risk and results cannot be predicted.

2.2     No assurances can be given that minerals will be discovered in
economically viable quantities by any of the investee companies, nor that if
discovered such reserves can be brought into profitable production. The
speculative nature of mineral exploration is such that no assurance can be
given that funds invested in the Company will be recoverable, or that any
dividends will be paid on the Company's shares.

2.3     Any investments made by the Company in the natural resource sector
may be subject to fluctuations in the value of metals and minerals and changes
in commodity prices can make this sector particularly volatile from an
investment perspective.

2.4     The Company's activities are likely to face competition from other
entities seeking to fund mining and exploration related businesses and provide
services similar to those which will be offered by the Company.  Some of
these competitors may have significantly greater resources than the Company.

2.5     The market perception of securities related to the mining and
exploration sector may change and, accordingly, the value of the Ordinary
Shares and of any investments made by the Company may decline.

2.6     Consolidation within the mining and exploration sector could
adversely affect the availability of investment opportunities for the Company.

2.7     Future changes to the fiscal or tax regime in the jurisdictions
within which the Group invests may adversely impact the value of the Group's
current, future or potential portfolio.

2.8     The Group's investee companies may be subject to extensive
environmental regulations and while the Group believes that its investee
companies make current provision for compliance with the environmental laws
and regulations of the countries in which they operate is reasonable, any
future changes and developments in environmental regulation may adversely
affect the timing and financial viability of their existing and future
operations.

3.       New Technology Investment Sectoral Risks

3.1     The technologies and projects which will form the Project Pipeline
for Tiger will be, by their nature, early stage. Whilst efforts will be
undertaken to verify the suitability of a proposed enterprise for incubation
and investment (if applicable), the board of Tiger and Bixby Technology cannot
guarantee the successful performance of any given project. The success of a
project will be dependent on various factors which will be outside the control
of Tiger and Bixby Technology including, but not limited to, the successful
establishment of a community for the project and the success of the relevant
enterprises' founders with respect to other projects they may be undertaking
or may have undertaken.

3.2     Further, with respect to any incubation by Tiger which results in
participation in tokens or Memecoins, these participations may be subject to
additional future regulatory hurdles which may impact the longer-term horizons
for the pipeline of projects.

3.3     The regulatory landscape in the UK is constantly evolving
providing elements additional for consideration which should be noted by any
investor. Including but not limited to:

(a)      Classification and Legal Status: The Financial Conduct Authority
(FCA) has not yet provided a clear classification for Memecoins, creating
regulatory uncertainty. However, Memecoins without promises of future profits
generally do not qualify as securities.

(b)      Consumer Protection: The FCA has issued warnings about the risks
associated with Memecoins, which are often driven by "hype" and may "lack
intrinsic value".

(c)      Anti-Money Laundering (AML) and Know Your Customer (KYC)
Requirements: Issuers must comply with AML and KYC regulations to prevent
illegal activities.

(d)      Tax Implications: Memecoins are treated as property for tax
purposes in the UK, requiring investors to report capital gains or losses
accordingly.

(e)      Promotion and Advertising: The FCA imposes strict regulations on
cryptocurrency promotion, requiring clear disclosures and warnings about
potential risks.

3.4     For start-ups, Memecoins are likely to offer a novel way to build
communities, engage users, and raise brand awareness. Unlike ICOs and some
NFTs, Memecoins generally do not meet the criteria for securities, as they
lack the expectations of returns, ownership, or centralized control typically
associated with securities. Instead, Memecoins rely on community enthusiasm
and cultural relevance for their value. Many Memecoins entrepreneurs will lack
the experience needed for successful launches.

3.5     The audit and accounting treatment of digital assets which Tiger
may own will present accounting challenges given their nature. As part of its
investment in technology start-ups, Tiger's existing accounting procedures
will need to be updated as they are not currently designed for
cryptocurrencies, nor were accounting standards or auditing standards written
with them in mind.

3.6     Audit verification may not be limited to merely checking the
contents of a cryptowallet and associated price volatility of the digital
assets. Accordingly, verification is also a potential issue. There is
therefore a higher risk that the ownership of material digital assets may
result in Tiger having to make impairment provisions against the carrying
value of digital assets and / or receiving a modified audit report on its
financial statements. The expectation is that the digital assets held by Tiger
will have limited value assigned to them until they are considered a
"stablecoin" or they are monetised into cash or cash like equivalents.

 

GLOSSARY

 

 Blockchain      A type of distributed ledger which records transaction information in
                 "blocks", distributed amongst a network of nodes that work together to reach
                 consensus on updates to the shared ledger, creating an auditable "chain" of
                 transactions

 Coins           In the context of Cryptoassets, digital units of value that function as a
                 medium of exchange, store of value, or unit of account, often issued and
                 managed on a given Blockchain that often function as one or more of a medium
                 of exchange, store of value, or unit of account

 Cryptoassets    The UK Financial Conduct Authority define Cryptoassets as cryptographically
                 secured digital representations of value or contractual rights that use some
                 type of distributed ledger technology (DLT) and can be transferred, stored or
                 traded electronically.

 Cryptocurrency  A type of cryptoasset designed to work as a medium of exchange using
                 cryptography to secure transactions, control the creation of additional units,
                 and verify the transfer of assets

 Ecosystem       The interconnected network of entities, technologies, and processes that
                 support the creation, distribution, and use of digital assets, including
                 cryptocurrencies, blockchain platforms, and related services

 Memecoin        A cryptocurrency named after characters, individuals, animals, artwork, or
                 anything else in an attempt to be humorous, light-hearted, and attract a user
                 base by promising a fun community

 New Technology  Innovations and advancements in technology that significantly alter or improve
                 existing processes, systems, or products, often including blockchain and
                 distributed ledger technologies

 Stablecoin      A type of cryptocurrency designed to minimize price volatility by being pegged
                 to a reserve asset, such as a fiat currency or commodity, and backed by
                 collateral or algorithmic mechanisms

 

 

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