REG - Firering Strategic - Funding to Raise £2.5m & Notice of General Meeting

Firering Strategic MineralsAnnouncement

24/04/2026 07:00

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RNS Number : 7443B  Firering Strategic Minerals PLC  24 April 2026

This announcement contains inside information for the purposes of the UK
Market Abuse Regulations ('UK MAR'). Upon publication of this announcement,
this inside information (as defined in UK MAR) is now considered to be in the
public domain. The person responsible for arranging the release of this
announcement on behalf of the Company is Mr Youval Rasin, Director.

 

Firering Strategic Minerals plc / EPIC: FRG / Market: AIM / Sector: Mining

24 April 2026

Firering Strategic Minerals plc

("Firering" or the "Company")

 

Placing and Subscription to Raise £2.5 Million

and Notice of General Meeting

 

Firering Strategic Minerals plc (AIM: FRG), an emerging producer of quicklime
and explorer of critical minerals, is pleased to announce a placing (the
"Placing") and subscription (the "Subscription") of 250,000,000 new ordinary
shares of €0.001 each (the "New Ordinary Shares") at an issue price of 1
pence per share (the "Issue Price"), raising gross proceeds of approximately
£2.5 million (before fees and expenses) (the "Fundraise"). The Placing was
led by Shard Capital Partners LLP ("Shard").

 

The net proceeds of the Placing and the Subscription (together the
"Fundraising") will be applied as detailed further below. The New Shares will
represent approximately 39.2 per cent. of the Company's Enlarged Share Capital
on Admission.

 

Certain directors of the Company, being Youval Rasin, Shai Kol and Vassilios
Carellas, ("Subscribing Directors"), have confirmed their participation in the
Subscription at the Issue Price (the "Directors' Subscriptions") The
Directors' Subscriptions constitute related party transactions under AIM Rule
13 of the AIM Rules.

 

The Fundraising is conditional, inter alia, upon Admission (which is expected
to become effective with dealings in the New Shares to commence on 19 May
2026). Neither the Subscription nor the Placing has been underwritten.

 

For the Fundraising to proceed, the Company requires Shareholders' approval to
authorise the Directors to allot the New Shares and to disapply statutory
pre-emption rights in relation to the issue of the New Shares.

 

Additionally, the Company is seeking Shareholders' approval to ratify prior
issuances of Ordinary Shares to date, to grant the Directors headroom to allot
further Ordinary Shares and to also increase the Company's authorised share
capital.

 

Accordingly, a circular, including a notice convening the General Meeting,
will be published and is expected to be sent to Shareholders later today. The
General Meeting will held be at the offices of Hill Dickinson LLP at The
Broadgate Tower, 20 Primrose Street, London EC2A 2EW at 10.00 a.m. on 18 May
2026.

 

Youval Rasin, Chairman and Interim Chief Executive Officer, commented: "Limeco
has continued to make operational progress having effectively reached
breakeven, secured its first contract with a major copper producer, and
increased output. We would like to thank new and existing shareholders for
their support for the Fundraise, which, subject to Shareholders' approval at
the General Meeting, will enable the Company to increase its ownership in
Limeco at an important stage in its development. It also leaves us well
positioned as we look ahead to bringing Kilns 3 and 4 online, and to
exercising the final tranche of the Limeco option later this year."

 

DETAILS

 

INFORMATION ON FIRERING

Firering Strategic Minerals plc (AIM: FRG) is an Africa-focused producer and
developer of industrial and critical minerals. The Company's near-term focus
is the ramp-up of production at the Limeco project in Zambia, where Firering
holds a 36.2% interest with an option to increase this to 45%. Once fully
optimised, Limeco is expected to be among the largest lime operations in the
region, supplying a range of mining, agricultural and industrial customers.
Firering's portfolio also includes the highly prospective Atex
Lithium-Tantalum Project in northern Côte d'Ivoire.

 

BACKGROUND TO, AND REASONS FOR, THE FUNDRAISING

On 28 May 2024, the Company announced that further to its announcement of 17
August 2023, it had entered into a share purchase agreement dated 28 May 2024
("SPA") to acquire an initial 20.5% of Limeco Resources Limited ("Limeco"),
the owner of a Limestone project located 22km west of Lusaka in Zambia for an
aggregate consideration of US$3.55 million. Pursuant to the SPA, Firering was
also granted an option to acquire an additional 24.5% interest in Limeco for
an aggregate consideration of US$4.65 million ("Option").

 

The project owned by Limeco was formerly owned by Glencore and comprises a
limestone quarry with an estimated mineral resource of more than 73 million
tonnes (Source: Golder Associates, October 2017) and a quicklime production
facility with the potential to produce between 500 and 600 tonnes of quicklime
per day ("Project").

 

The SPA replaced the option agreement entered into by the Company in respect
of Limeco on 16 August 2023 ("Prior Option") and was entered into by Firering,
Clearglass Investments Limited ("Clearglass") and then sole shareholder of
Limeco, Kai Group Limited ("Vendor").

 

To date, the Company has acquired 36.2% of the issued share capital of Limeco,
including pursuant to Option exercises carried out in July 2025, November 2025
and January 2026. The Fundraising has been carried out in order to fund the
next tranche of the Option pursuant to which the Company's shareholding in
Limeco shall move to 41.7% by the acquisition of 5.5% of the issued shares of
Limeco for a purchase price of US$981,667. In the event that Resolution 1 is
not passed at the General Meeting, the Company will be unable to exercise the
next tranche of the Option and as such will not acquire this interest. The SPA
provides that in such circumstances, Clearglass will step in to Firering's
place to exercise the Option tranche.

 

There shall remain one final tranche of the Option, to be exercised on or
before 31 July 2026, pursuant to which the Company will pay a final instalment
of US$1,033,333 to acquire an additional 3.3% of the issued share capital of
Limeco to move its shareholding to 45%. At that time, Clearglass' shareholding
shall move to 5% as a result of the previous non-refundable US$500k fee paid
under the Prior Option.

 

Clearglass is a Cypriot company (Company number HE351995).  Firering's
Chairman, Youval Rasin, is a director and 50% shareholder in Clearglass.
Clearglass's other shareholder, Eli Rasin, is the uncle of Youval Rasin. Eli
Rasin is also the legal and beneficial owner of Rompartner Limited which is a
6.6% shareholder of the Company. Further information on the SPA, the Option
and Limeco was included in the Company's circular to Shareholders published on
31 May 2024 which is available on the Company's website at www.fireringplc.com
(http://www.fireringplc.com) .

 

Accordingly, the Company is primarily carrying out the Fundraising in order to
fund the consideration payable pursuant to the exercise of the next tranche of
the Option, amongst those other items referred to below.

 

USE OF PROCEEDS

The net proceeds receivable by the Company pursuant to the Fundraising are
expected to be approximately £2.34 million.

 

The net proceeds of the Fundraising will be used to fund:

•          the acquisition of a further 5.5% of Limeco as explained
above;

•          Property Transfer Tax associated with the share purchase;

•          Limeco operations;

•         exercise the final option, subject to necessary permissions
being granted, allowing Firering to obtain 45% of Limeco; and

•           the Group's working capital requirements.

 

CURRENT TRADING AND PROSPECTS

The Company's interim results for the six months ended 30 June 2025 were
released on 29 September 2025 and the Company is due to release its annual
results for the year ended 31 December 2025 by no later than 30 June 2026. A
copy of the interim results can be found at www.fireringplc.com.

 

The Company published a detailed commercial and operational update via RNS on
20 April 2026 which can be seen on the Company's website and also here:
https://www.londonstockexchange.com/news-article/FRG/commercial-and-operational-update/17553270.

 

FINANCIAL INFORMATION

Audited accounts for the Company for each of the three financial periods ended
31 December 2024, 31 December 2023 and 31 December 2022 are available on the
Company's website at www.fireringplc.com.

 

DETAILS OF THE FUNDRAISING

The Fundraising has raised £2.5 million (before expenses) for the Company
comprising the issue of 214,100,000 Placing Shares pursuant to the Placing
which has raised gross funds of £2.141 million, and the issue of 35,900,000
Subscription Shares pursuant to the Subscription which has raised gross funds
of £0.359 million with all New Shares being issued at the Issue Price.

 

All of the New Shares are being placed or subscribed for (as applicable)
conditional, inter alia, on the passing of Resolution 1 at the General
Meeting. It is expected that the New Shares will be admitted to trading on AIM
at 8.00 a.m. on 19 May 2026.

 

 

The Company and Shard have entered into the Placing Letter, pursuant to which
Shard has agreed, on behalf of placees, to subscribe for the Placing Shares.

 

Subscribers, including the Subscribing Directors, have each entered into
Subscription Letters with the Company to subscribe £359,000 for 35,900,000
New Shares.

 

In connection with the Fundraising, and conditional upon Admission, the
Company will issue to each participant in the Placing and the Subscription one
warrant for every New Share subscribed for, totalling 250,000,000 warrants.
Each warrant shall be exercisable at a price per share of 2 pence for a period
of 24 months following the date of the General Meeting.

 

In connection with the Placing, and conditional upon Admission the Company
will issue 12,846,000 warrants to Shard exercisable at the Issue Price at any
time in the 24 months following the date of the General Meeting.

 

In addition, the Company will issue 6,878,598 new Ordinary Shares ("Service
Provider Shares") to service providers (at the Issue Price) to settle £68,786
due to those parties.

 

Conditions of the Fundraising

The Fundraising is conditional, inter alia, upon:

a)   the admission of the New Shares to trading on AIM;

b)   the passing of Resolution 1 to be proposed at the General Meeting; and

c)   admission of the New Shares to trading on AIM becoming effective by no
later than 8.00 a.m. on 19 May 2026 (or such later time and/or date as the
Company and Shard may agree (being not later than 8.00 a.m. on 26 May 2026)).

 

If such conditions are not satisfied or, if applicable, waived, by the date(s)
and time(s) referred to above the Placing and the Subscription will not
proceed.

 

The Fundraising is not underwritten by Shard or any other person.

 

The Fundraising will result in the issue of 250,000,000 new Ordinary Shares
representing approximately 38.11 per cent. of the Enlarged Share Capital.

 

Related Party Transactions

The Subscribing Directors have subscribed in aggregate £130,000 for
13,000,000 shares in the Subscription at the Issue Price. Premier Miton Group
plc has subscribed £306,000 for 30,600,000 shares in the Placing at the Issue
Price.

 

The Subscribing Directors and Premier Miton Group plc will, as for all
subscribers under the Placing and Subscription, receive 1 warrant for each New
Share subscribed.

 

All of the above subscriptions constitute related party transactions under AIM
Rule 13 of the AIM Rules for Companies.

 

 Related Party            Amount subscribed in the Subscription or Placing (£)   Number of New Ordinary Shares subscribed  Resultant number  of New Ordinary Shares upon Admission   % of Enlarged Share Capital
 Youval Rasin             £70,000                                                7,000,000                                 40,004,795                                                6.10%
 Shai Kol                 £50,000                                                5,000,000                                 18,629,888                                                2.84%
 Premier Miton Group plc  £306,000                                               30,600,000                                87,832,740                                                13.39%

 Vassilios Carellas       £10,000                                                1,000,000                                 2,474,043                                                 0.38%

 

Remy Welschinger being the Independent Director for the purposes of these
subscriptions considers, having consulted with SPARK, the Company's nominated
adviser, that the terms of the participation of each of the Subscribing
Directors and Premier Miton in the Subscription and Placing are fair and
reasonable in so far as Shareholders are concerned.

 

PRIOR SHARE ISSUANCES, GENERAL AUTHORITY TO ISSUE SHARES AND INCREASE IN THE
COMPANY'S AUTHORISED SHARE CAPITAL

 

Prior share issuances

At the 2025 AGM, the Directors were authorised to issue and allot up to
16,326,962 Ordinary Shares (or rights to subscribe for Ordinary Shares) in
connection with previous fundraisings, and additionally were given a general
authority to allot up to 57,434,764 Ordinary Shares. Between the date of the
2025 AGM and the date of this document, the Company has issued and allotted
13,628,570 Ordinary Shares and granted rights to subscribe for up to 2,698,392
Ordinary Shares in connection with fundraisings conditionally carried out
prior to the 2025 AGM (as specifically authorised), and issued and allotted
155,786,667 Ordinary Shares and granted rights to subscribe for 4,848,000
Ordinary Shares in respect of equity fundraisings carried by the Company and
as previously announced by way of RNS following the 2025 AGM. Accordingly, it
is proposed that Shareholders ratify the issue and allotment of these Ordinary
Shares at the General Meeting.

 

General authority to issue Ordinary Shares

In addition to the specific authorities sought in connection with the
Fundraising, the Directors are proposing to be given authority to allot a
further 450,000,000 Ordinary Shares. Such authority shall continue until the
next annual general meeting to be held by the Company later this year.

 

Authorised share capital

The Company's authorised capital is currently €500,000 divided into
500,000,000 Ordinary Shares of €0.001 each. Given the proposed increases in
the Company's issued share capital the Board recommends increasing the
Company's authorised ordinary share capital from 500,000,000 Ordinary Shares
to 1,000,000,000 Ordinary Shares effective from the date of the General
Meeting. The authorised ordinary share capital will be increased to
€1,000,000 divided into 1,000,000,000 ordinary shares of €0.001 each.

 

SETTLEMENT AND DEALINGS

The New Shares will be issued credited as fully paid and will rank pari passu
with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect of
Ordinary Shares after Admission.

 

Application will be made to the London Stock Exchange for the New Shares to be
admitted to trading on AIM.  It is expected that Admission will become
effective and that dealings in the New Shares will commence on 8.00 a.m. on 19
May 2026, subject, inter alia, to the passing of Resolution 1 at the General
Meeting.

 

GENERAL MEETING

The Fundraising is conditional, inter alia, upon the approval of Shareholders
at a general meeting of the Company (the "General Meeting"). A circular,
including a notice convening the General Meeting, will be published and is
expected to be sent to Shareholders later today. The General Meeting will held
be at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose
Street, London EC2A 2EW at 10.00 a.m. on 18 May 2026.

 

ENDS

 

For further information visit www.fireringplc.com or contact:

 

 Firering Strategic Minerals                          E: info@firering-holdings.com

 Youval Rasin
 SPARK Advisory Partners Limited (Nominated Adviser)  T: +44 20 3368 3550

 Neil Baldwin / James Keeshan
 Shard Capital Partners LLP (Joint Broker)            T: +44 20 7186 9950

 Damon Heath / Erik Woolgar
 St Brides Partners Limited (Financial PR)            E: firering@stbridespartners.co.uk

 Isabel de Salis / Susie Geliher

 

Notes

Firering Strategic Minerals plc (AIM: FRG) is an Africa-focused producer and
developer of industrial and critical minerals. The Company's near-term focus
is the ramp-up of production at the Limeco project in Zambia, where Firering
holds a 36.2% interest with an option to increase this to 45%. Once fully
optimised, Limeco is expected to be among the largest lime operations in the
region, supplying a range of mining, agricultural and industrial customers.
Firering's portfolio also includes the highly prospective Atex
Lithium-Tantalum Project in northern Côte d'Ivoire.

 

 

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