THE
INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE
COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATIONS (EU) NO. 596/2014 WHICH HAS BEEN
INCORPORATED INTO UK LAW BY THE EUROPEAN UNION (WITHDRAWAL) ACT
2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
27 September 2024
Fulcrum
Metals plc
("Fulcrum" or the
"Company" or the
"Group")
Director
Subscription
Further
Subscription to raise £130,000
and
Total
Voting Rights
Further to the subscription
announcement released by the Company on 13 September 2024 (the
"Subscription"), Fulcrum
Metals plc (LON: FMET), a company focused on mineral exploration
and development in Canada, announces that
certain members of the Board have conditionally subscribed for a
total of c.£114,500 of new Ordinary Shares (the "Director Subscription").
The Company also announces that
further to the Subscription, it has raised an additional £130,000
from certain existing shareholders who were unable to participate
in the Subscription (the "Further
Subscription" and, together with the Subscription and
Director Subscription, the "Fundraise") on the same terms as the
Subscription. In total the Fundraise has raised gross proceeds of
approximately c.£863,270 for the Company with an additional
c.£66,730 of new Ordinary Shares being issued in relation to
Directors' Fee Conversions and issue of Fee Shares to professional
advisers.
The Director Subscription was
referenced in the Subscription Announcement and will result in the issue and allotment of a total of 1,431,250
new Ordinary Shares at the Issue Price of 8 pence (the
"Director Subscription
Shares"). The Director Subscription consists of certain
members of the Board subscribing for a total of c.£89,769 new
Ordinary Shares at the Issue Price and certain members of the Board
converting outstanding salaries totaling c.£24,731 into new
Ordinary Shares at the Issue Price, as detailed in the announcement
released by the Company on 13 September 2024.
Furthermore, utilising the
Directors' existing authorities given by the Company's
shareholders to issue new Ordinary Shares for cash on a
non-pre-emptive basis, the Company has raised additional gross
proceeds of £130,000 through the allotment and issue of 1,625,000
new Ordinary Shares (the "Further
Subscription Shares") at the Issue Price. The net proceeds
of the Director Subscription and the Further Subscription will be
utilised in the same manner as described in the Subscription
Announcement.
Commenting on the additional fundraise Ryan Mee, CEO of
Fulcrum Metals, said:
"The Company has successfully raised the additional funds that
will allow it to accelerate its transformation into a
technology-led business, with a dedicated focus on tailings
processing, unlocking both value and increasing sustainability in
our operations. Importantly, the Board is fully aligned with our
shareholders, having participated in the
fundraising.
Fulcrum as a company is in an exciting position, adopting
disruptive technologies to tailings with at surface resources and
positioning as a leader in responsible sustainable extraction
practices in Canada and I look forward to updating the markets in
due course."
Directors
Subscription
The following Directors have conditionally
subscribed for Ordinary Shares in the Company in the amounts set
out in the table below:
Director
|
Current number of
Ordinary Shares held
|
Director
Subscription Shares
|
Number of Ordinary
Shares following the Fundraise
|
% of
enlarged share capital following the
Fundraise
|
Ryan Mee (Chief Executive Officer)*
|
6,899,786
|
774,123
|
7,673,909
|
12.46%
|
Aidan O'Hara (Corporate Development
Director)*
|
6,875,485
|
419,254
|
7,294,739
|
11.84%
|
John Hamilton (Chief Financial
Officer
|
0
|
156,353
|
156,353
|
0.25%
|
Alan Mooney (Interim Non-Executive
Chairman)
|
0
|
81,520
|
81,520
|
0.13%
|
*In addition to the
shareholdings set out in the table above, OnGold Invest Corp.
("OnGold"), a company owned equally by Ryan Mee, Aidan O'Hara and
Mitchell Smith, owns 312,500 Ordinary Shares in the
Company.
The FCA notifications in relation to the above
and made in accordance with the requirements of the UK Market Abuse
Regulation are appended further below.
Admission and Total Voting Rights
Application will be made for the
1,431,250 Director Subscription Shares and the 1,625,000 Further
Subscription Shares (together the "New Shares") to be admitted to trading
on the AIM Market of the London Stock Exchange ("Admission"). It is expected that
the issue of the 3,056,250 New Shares will take place, Admission
will become effective and that dealings in the New Shares on the
AIM market of the London Stock Exchange will commence on or around
7 October 2024.
On Admission, the Company will have
61,585,943 Ordinary Shares in issue, each with one voting right.
There are no shares held in treasury. Therefore, the
Company's total number of Ordinary Shares and voting rights will be
61,585,943 and this figure may be used by shareholders from
Admission as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Significant shareholding
The Company is aware of the
following significant shareholder in the Company (as defined in the
AIM Rules for Companies), whose percentage interest in the enlarged
share capital will be revised following Admission:
Name
|
Number of Ordinary Shares held
|
Percentage of enlarged share capital following
Admission
|
Panther Metals PLC
|
7,625,122
|
12.38%
|
|
|
|
|
|
|
|
|
Definitions
Capitalised terms used in this
announcement have the meanings given to them in the announcement
issued by the Company on 13 September 2024 (the "Subscription Announcement"), unless the
context provides otherwise.
For
further information please visit https://fulcrummetals.com/
or
contact:
Fulcrum Metals PLC
|
|
Ryan Mee (Chief Executive
Officer)
|
Via St Brides Partners
Limited
|
|
|
Allenby Capital Limited (Nominated adviser)
|
|
Nick Athanas / George
Payne
|
Tel: +44 (0) 203 328 5656
|
|
|
Clear Capital Markets Limited (Broker)
|
|
Bob Roberts
|
Tel: +44 (0) 203 869 6081
|
|
|
St
Brides Partners Ltd (Financial PR)
|
|
Ana Ribeiro / Paul Dulieu
|
Tel: +44 (0) 20 7236 1177
|
Notes to Editors
FULCRUM METALS - BACKGROUND
Fulcrum Metals PLC (LON: FMET) is an
AIM quoted exploration and development company which finances and
manages exploration projects focused on Canada, widely recognised
as a top mining jurisdiction. Fulcrum's
ambition is to create an environmentally friendly and sustainable
tailings and mine waste business, driving mining change through
combining low discovery risk assets and jurisdictions with
transformative technology capable of near-term cash flow whilst
capitalising on a portfolio of highly prospective exploration
assets.
This notification is made in accordance with the requirements
of the UK Market Abuse Regulation
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
PDMRs:
Ryan Mee
|
Chief Executive Officer
|
Aidan O'Hara
|
Corporate Development
Director
|
John Hamilton
|
Chief Financial Officer
|
Alan Mooney
|
Interim Non-Executive
Chairman
|
|
2
|
Reason for the notification
|
a)
|
Position/status
|
See 1a) above
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Fulcrum Metals Plc
|
b)
|
LEI
|
21380058R5JN7ZOLZK12
|
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
Identification code
|
Ordinary Shares of nominal value 1
pence each
GB00BPCPPZ79
|
b)
|
Nature of the transaction
|
Acquisition of Ordinary
Shares
|
c)
|
Price(s) and volume(s)
|
Price: 8p per Ordinary
Share
Volumes:
|
Ordinary
Shares subscribed for:
|
Number of
Ordinary Shares to be issued pursuant to Director Fee
Conversion:
|
Ryan Mee
|
625,000
|
149,123
|
Aidan O'Hara
|
375,000
|
44,254
|
John Hamilton
|
122,112
|
34,241
|
Alan Mooney
|
-
|
81,520
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A
|
e)
|
Date of the transaction
|
26 September 2024
|
f)
|
Place of the transaction
|
Outside a trading venue
|