REG - First Class Metals - Annual Financial Report
Wed 18:45
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250430:nRSd9277Ga&default-theme=true
RNS Number : 9277G First Class Metals PLC 30 April 2025
Consolidated Annual Report and Financial Statements
FIRST CLASS METALS Plc
For the Year Ended 31 December 2024
(Company Number: 13158545)
First Class Metals Plc
Company Information
Directors James Knowles - Executive Chairman
Marc Bamber - NED
Andrew Williamson - NED
David Webster - NED
(appointed 3 March 2025)
(resigned 31 March 2025)
Marc Sale - Executive Director
(Resigned 3 March 2025)
Company Secretary Siddharth Muricken
Registered Office Manor Court Offices,
Suite 24 Manor Court
Salesbury Hall Road
Ribchester
Preston
Lancashire
PR3 3XR
Financial Advisors Novum Securities
2(nd) Floor
7-10 Chandos Street
London
W1G 9DQ
Auditor Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
Corporate Lawyers to the Company OBH Partners
17 Pembroke Street Upper
Dublin2
Ireland
D02 AT22
Lawyers to the Company as to Canadian Law Peterson McVicar
18 King Street East
Suite 902
Toronto
Ontario
M5C 1C4
Canada
Registrars Share Registrars Limited
Molex House
Millennium Centre
Farnham
Surrey
GU9 7XX
Company Website www
(file:///C:/Users/sean.adyecurran/AppData/Roaming/PracticeEvolve/Client/Data/WorkArea/1015636-1015641/1355337/1/www.firstclassmetalsplc.com)
.
(file:///C:/Users/sean.adyecurran/AppData/Roaming/PracticeEvolve/Client/Data/WorkArea/1015636-1015641/1355337/1/www.firstclassmetalsplc.com)
firstclassmetalsplc
(file:///C:/Users/sean.adyecurran/AppData/Roaming/PracticeEvolve/Client/Data/WorkArea/1015636-1015641/1355337/1/www.firstclassmetalsplc.com)
.
(file:///C:/Users/sean.adyecurran/AppData/Roaming/PracticeEvolve/Client/Data/WorkArea/1015636-1015641/1355337/1/www.firstclassmetalsplc.com)
com
(file:///C:/Users/sean.adyecurran/AppData/Roaming/PracticeEvolve/Client/Data/WorkArea/1015636-1015641/1355337/1/www.firstclassmetalsplc.com)
Table of Contents
HIGHLIGHTS (#_Toc196833666) (#_Toc196833666)
CHAIRMAN'S STATEMENT (#_Toc196833667) (#_Toc196833667)
OPERATIONS REPORT (#_Toc196833668) (#_Toc196833668)
CEO's Review on the Company Portfolio, Strategy and Operations
(#_Toc196833669) (#_Toc196833669)
Overview of (#_Toc196833670) Operations (#_Toc196833670) (#_Toc196833670)
1. (#_Toc196833671) (#_Toc196833671) (#_Toc196833671) Hemlo area
(#_Toc196833671) (#_Toc196833671)
2. (#_Toc196833672) (#_Toc196833672) (#_Toc196833672) Sunbeam
(#_Toc196833672) (#_Toc196833672)
3. (#_Toc196833673) (#_Toc196833673) (#_Toc196833673) Esa
(#_Toc196833673) (#_Toc196833673)
4. (#_Toc196833674) (#_Toc196833674) (#_Toc196833674) Kerrs
(#_Toc196833674) (#_Toc196833674)
5. (#_Toc196833675) (#_Toc196833675) (#_Toc196833675) Zigzag
(#_Toc196833675) (#_Toc196833675)
6. (#_Toc196833676) (#_Toc196833676) (#_Toc196833676) McKellar
(#_Toc196833676) (#_Toc196833676)
7. (#_Toc196833677) (#_Toc196833677) (#_Toc196833677) Enable
(#_Toc196833677) (#_Toc196833677)
8. (#_Toc196833678) (#_Toc196833678) (#_Toc196833678) Coco East
(#_Toc196833678) (#_Toc196833678)
9. (#_Toc196833679) (#_Toc196833679) (#_Toc196833679) Magical
(#_Toc196833679) (#_Toc196833679)
10. (#_Toc196833680) (#_Toc196833680) (#_Toc196833680)
Quinlan (#_Toc196833680) (#_Toc196833680)
11. (#_Toc196833681) (#_Toc196833681) (#_Toc196833681) Sugar
Cube (#_Toc196833681) (#_Toc196833681)
Summary, strategy, and (#_Toc196833682) conclusions (#_Toc196833682)
(#_Toc196833682)
STRATEGIC REPORT (#_Toc196833683) (#_Toc196833683)
Key Performance Indicators (#_Toc196833684) (#_Toc196833684)
The principal risks and uncertainties (#_Toc196833685) (#_Toc196833685)
Going Concern (#_Toc196833686) (#_Toc196833686)
Section 172 (1) Statement (#_Toc196833687) (#_Toc196833687)
TCFD Compliance Statement (#_Toc196833688) (#_Toc196833688)
CLIMATE RELATED FINANCIAL DISCLOSURES (#_Toc196833689) (#_Toc196833689)
CORPORATE GOVERNANCE REPORT (#_Toc196833690) (#_Toc196833690)
Introduction (#_Toc196833691) (#_Toc196833691)
Chairman's Statement (#_Toc196833692) (#_Toc196833692)
Audit Committee Report (#_Toc196833693) (#_Toc196833693)
Remuneration Report (#_Toc196833694) (#_Toc196833694)
DIRECTORS' REPORT (#_Toc196833695) (#_Toc196833695)
Board of Directors (#_Toc196833696) (#_Toc196833696)
Board Activities (#_Toc196833697) (#_Toc196833697)
Statement of Directors' Responsibilities in respect of the Annual Report and
the financial statements (#_Toc196833698) (#_Toc196833698)
Consolidated Income Statement for the Year Ended 31 December 2024
(#_Toc196833699) (#_Toc196833699)
Consolidated Statement of Financial Position as of 31 December 2024
(#_Toc196833700) (#_Toc196833700)
Company Statement of Financial Position as of 31 December 2024
(#_Toc196833701) (#_Toc196833701)
Consolidated Statement of Changes in Equity for the Year Ended 31 December
2024 (#_Toc196833702) (#_Toc196833702)
Company Statement of Changes in Equity for the Year Ended 31 December 2024
(#_Toc196833703) (#_Toc196833703)
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
(#_Toc196833704) (#_Toc196833704)
Company Statement of Cash Flows for the Year Ended 31 December 2024
(#_Toc196833705) (#_Toc196833705)
Notes to the Financial Statements for the Year Ended 31 December 2024
(#_Toc196833706) (#_Toc196833706)
Independent auditor's report to the members of First Class Metals Plc
(#_Toc196833707) (#_Toc196833707)
HIGHLIGHTS
Corporate Developments
· The Company maintained operational discipline while progressing
exploration on the core gold and critical metals projects.
Exploration and Operations
· Review of the historical core from the Sunbeam property was
undertaken which potentially increases the geological and geochemical profile
of the target zones.
· Exploration of the Dead Otter trend confirms the prospectivity, as
well as potentially increasing the width of the structure anomalous in gold
(Au).
· Acquisition of the Kerrs Gold Project with a historic NI43-101
resource.
Post-Period Events
· On 25 February 2025, The Seventy Ninth Group Limited completed an
equity injection of approximately £548,000 and full repayment of all
outstanding Company debt. under the strategic investment agreement announced
on the 18 December 2024.
· The Company is actively reviewing its position in light of emerging
regulatory matters involving The Seventy Ninth Group, applying a prudent and
governance-led approach.
· Further winter work programmes initiated at priority projects,
maintaining focus on value-driven exploration and critical mineral development
CHAIRMAN'S STATEMENT
For the Year Ended 31 December 2024
I am pleased to present the Chairman's Statement for the year 2024, a year of
progress and prudent strategic management for First Class Metals PLC.
Throughout 2024, we advanced our portfolio of exploration projects in Ontario
with encouraging results and took deliberate steps to strengthen the Company's
long-term outlook. This year was marked by the development of existing key
projects, new partnerships, and active portfolio refinement, all underpinned
by a cautiously optimistic approach in a favourable market for our
commodities.
Operational Highlights and Project Development: FCM's exploration activities
in 2024 yielded substantial developments across our key properties. At our
flagship North Hemlo (Dead Otter) project, we built on the gold discovery
announced in the previous year and increased our understanding of the Dead
Otter gold trend. Follow-up work, including stripping and channel sampling
along this trend provided a greater geological understanding. These results
have reinforced our confidence that Dead Otter represents a high-profile gold
target with considerable upside. Similarly, at the Sunbeam Gold Project, our
work programmes delivered positive outcomes. In early 2024 we reported values
up to 18.8 g/t Au from the Roy occurrence. Notably, we discovered gold not
only in the quartz veins around the old workings but also in the surrounding
altered porphyry host rock, indicating a larger mineralised system than
previously thought. This finding could significantly enhance the project's
potential, as it suggests the gold is more widespread and not confined to the
historical vein structures. These gold project results position us well to
advance toward more invasive exploration (including drilling) in the next
stages, subject to final data analysis and target definition.
In the critical minerals segment, FCM also made strong strides. Our Zigzag
Lithium/Critical Metals Project progressed substantially in 2024. In late 2023
we initiated an inaugural drill programme at Zigzag, and the assay results,
announced in early 2024, exceeded expectations. Every hole drilled targeting
mineralisation intersected visible spodumene (a lithium-bearing mineral),
confirming lithium mineralisation along the core zone. Many intercepts
returned high lithium grades over significant widths-several exceeding 1%
Li₂O, with a standout result of ~2.3% Li₂O over 5.5 metres in one section.
Our geological teams identified a potential second lithium-bearing (and other
significant critical minerals), trend parallel to the main zone, south of the
area drilled, which opens up additional exploration targets on the property.
Building on Zigzag's success, we expanded our lithium portfolio by acquiring
the Quinlan Lithium Property (via earn-in agreement) in the first quarter of
2024. Quinlan, a hard-rock lithium prospect in the same region, adds another
promising exploration target for critical metals. Together, Zigzag and Quinlan
give FCM a strong foothold in the burgeoning lithium exploration space at a
time when demand for battery metals continues to rise.
Portfolio Expansion and Strategic Partnerships: During the year, we actively
managed our property portfolio to ensure focus on the most value-accretive
opportunities. In early 2024, FCM secured an option into the Kerrs Gold
Project in northeastern Ontario. Kerrs holds a historic resource estimate of
approximately 386,000 ounces of gold (NI 43-101 compliant), immediately
placing a significant gold asset into our pipeline. Formalising the Kerrs
earn-in agreement in April was a major step that brings a more advanced-stage
gold project into FCM's portfolio, complementing our exploration-stage assets
with a project that has substantial historical data. We believe Kerrs,
alongside Sunbeam and North Hemlo, strengthens FCM's position in the gold
exploration sector with both near-term exploration targets and longer-term
district scale development potential.
Concurrently, in line with our "discover → add value → monetise" strategy,
we made the strategic decision to divest certain non-core assets and
collaborate with external partners. In June 2024, FCM completed the sale of
the McKellar and Enable properties for £270,000 in cash to the UK-based
Seventy Ninth Group Limited ("79TH Group"). These two properties, while
prospective, were considered non-core relative to our main focus areas, and
this sale allowed us to unlock their value in cash. Alongside the sale, we
entered into a cooperative funding arrangement with 79TH Group to provide FCM
with a £230,000 loan facility (over 12 months) to support our ongoing
exploration on the remaining projects. This two-part transaction was a clear
validation of FCM's "incubator" business model-we proved that advancing our
assets up the value curve can generate tangible returns without diluting
shareholders, as the proceeds from the sale and the injection of loan capital
bolstered our balance sheet directly. Throughout the second half of 2024, our
partnership with 79TH Group deepened: by December, after further due diligence
and discussions, the initial loan facility was increased to £500,000 in
October and to £700,000 by year-end. These funds, have been instrumental in
fully funding our winter 2024/25 exploration programme, including geophysical
surveys and expanded geochemical sampling at North Hemlo and Sunbeam.
Strategic Investment:
In December 2024, we announced a proposed strategic equity investment by 79TH
Group, under which it would acquire approximately a 51.2% equity stake in FCM
through a staged investment totalling around £2.18 million, , subject to
regulatory and shareholder approvals.
Stage One of the transaction was completed in February 2025, after the period
end, resulting in an equity injection of approximately £548,000 and the full
repayment of all outstanding debt previously owed by the Company. However,
Stage Two, the final completion, is currently on hold, following the emergence
of certain external matters involving 79TH Group. Whilst 79TH group denies any
wrongdoing, the Board has taken a prudent and measured approach in light of
these developments.
We continue to monitor the situation carefully and will assess any further
steps in line with our governance standards and the long-term interests of
shareholders. At the time of writing, there are no outstanding loans and the
Company remains focused on advancing its exploration plans independently, with
a clear commitment to maintaining stability and discipline in its operations.
Financial Review and Funding: FCM entered 2024 with a solid cash position
thanks to the fundraisings in the prior year, and we maintained a disciplined
approach to financing during the year. We successfully raised additional
equity capital through two targeted placings: in February, we completed a
small £166,500 private placement at 10% above the prevailing market price,
and in August we raised a further £256,500 at 2.7p per share. Importantly, we
also benefited from non-dilutive funding sources during 2024. FCM was awarded
a C$200,000 grant under the Ontario Junior Exploration Programme (OJEP) for
the Zigzag project, recognition by the provincial authorities of the project's
significance in the critical minerals space. We also received a C$212,780 tax
credit refund from the Canadian government (for exploration expenditures),
which provided a welcome reimbursement of funds spent on our projects. These
grant and tax credit proceeds, equivalent to roughly £250,000, were
immediately redeployed into our exploration budget. Combined with the asset
sale proceeds and the infusion of loan capital mentioned earlier, FCM ended
the year in a stronger financial position. The careful mix of funding sources,
strategic asset monetisation's, partnership financing, equity placements at
opportune times, and government incentives-exemplifies our prudent financial
strategy. We have managed to advance our projects without over-reliance on
dilutive equity issuance, which is a testament to the creative and
shareholder-conscious approach our management and Board have taken. This
financial stewardship gives us confidence that we can sustain our exploration
and development plans going forward, even as we remain vigilant about market
conditions.
With our portfolio evolving, FCM now boasts a robust suite of projects at
various stages of maturity. By the end of 2024, we have multiple assets that
we believe can drive substantial long-term value and attract further
partnership or monetisation opportunities as they advance. Notably, our core
projects include:
· North Hemlo (Dead Otter Gold Trend): A large, district scale
property with a 3.7 km mineralised trend confirmed by surface high-grade gold
occurrences. With exploration permits secured and new anomalies identified,
this project is poised for the next level of exploration to unlock its full
potential.
· Sunbeam Property A past-producing high-grade gold project
featuring several historical workings (Sunbeam, Roy, Pettigrew) and newly
identified gold zones in host rock. 2024 results have expanded the scope of
mineralisation, and we plan to refine drill targets around both the known vein
structures and the broader shear/porphyry system.
· Kerrs Gold Property: A more advanced-stage gold project with a
historical resource, providing FCM with a significant gold inventory subject
to confirmation and expansion. Kerrs is strategically located in a prolific
mining district and offers a potential development pathway as we validate past
work and conduct further exploration activities.
· Zigzag: A hard-rock lithium and critical metals exploration
project located in the Thunder Bay-Northwestern Ontario region, an emerging
lithium province. Zigzag has delivered strong lithium and associated critical
metal drill results, confirming the presence of spodumene-bearing pegmatites
and revealing significant multi-trend potential across the property. The
project continues to advance as a cornerstone of FCM's critical minerals
strategy and positions the Company to capitalise on the growing demand for
lithium in North America.
This well-balanced and diversified portfolio across precious metals and
battery metals gives FCM multiple avenues for potential success. It also
affords us flexibility in our strategic decisions, for instance, we can pursue
partnerships on certain projects while concentrating our in-house resources
on advancing the highest-priority targets. We are confident that this approach
of actively managing our portfolio will continue to crystallise value
efficiently.
Bullish Outlook for Gold and Market Context: It would be remiss not to comment
on the broader market environment, particularly the strong performance of gold
in 2024. Over the course of the year, gold prices climbed significantly,
reaching new all-time highs in the latter part of 2024. After beginning the
year around the $1,850-$1,900/oz range, gold steadily appreciated and
ultimately broke through the $2,000/oz level, with the average price in Q4
2024 setting record levels. At the time of writing the gold price has crossed
$3,200. This rally has been fuelled by persistent global inflation, economic
uncertainty, and geopolitical tensions, which led investors and even central
banks to increase gold purchases at a historic pace. The result was a powerful
reaffirmation of gold's role as a store of value and an effective hedge
against inflation and volatility. For a company like First Class
Metals-focused on gold exploration in a top-tier jurisdiction-this macro trend
is extremely encouraging. We maintain a very optimistic long-term outlook on
gold. High gold prices improve the economics of any discoveries we make,
attract greater investor interest to gold exploration companies, and can drive
industry consolidation or partnerships as larger producers look to secure
future resources. While prices will naturally fluctuate, we believe the
fundamental support for gold remains strong going forward, given factors such
as ongoing inflationary pressures, currency market dynamics, and robust demand
from emerging markets and central banks. In short, gold is shining bright, and
FCM is well-positioned to benefit from this bullish climate through our
expanding gold project pipeline.
It is also notable that interest in critical minerals (like lithium, nickel,
and copper) stayed high throughout 2024, supported by the global push for
electrification and renewable energy. The Canadian government and Ontario
province have continued to champion critical metals projects (evidenced by
grants like the one we received), creating a supportive backdrop for our
Zigzag and Quinlan initiatives. FCM's dual focus albeit with a main focus on
gold but with an element of critical metals exposure remains a core strength
of our strategy, providing exposure to two complementary sectors and
insulating us against single-commodity risk. We are very encouraged by the
market's recognition of the value in both these areas and foresee sustained
interest as the world navigates energy transition on one hand and economic
uncertainty on the other.
Looking Ahead-Cautious Optimism and Long-Term Value Creation: The Board and
management of First Class Metals remain cautiously optimistic and resolutely
focused on our mission. The achievements of 2024 have laid a strong
foundation. We have built considerable momentum in our exploration programmes,
forged beneficial partnerships, and upheld financial prudence. Our task now is
to carry this momentum forward into the coming year and beyond, converting our
exploration success into tangible value for our shareholders. While also
remaining open to strategic transactions that can accelerate value realisation
(such as joint ventures, complete sale or partial divestments on the right
terms). We will continue to evaluate all options dispassionately, with the
core aim of maximising the return on every asset in our portfolio. The
flexibility we've cultivated allows us to adapt our plans as needed, which is
especially important in the ever-evolving landscape of the junior mining
sector.
As part of this, our focus will remain firmly on advancing our core assets,
North Hemlo, Sunbeam, Kerrs and Zigzag, which we believe offer the strongest
potential for near and longer-term value creation. Each of these properties
continues to show encouraging progress, and we are committed to prioritising
their development in line with our strategic objectives. In parallel, we will
undertake a measured review of the wider portfolio, with a view to identifying
opportunities to realise value from selected holdings that may no longer align
with our near-term focus. This considered approach will allow us to maintain a
streamlined, high-quality portfolio, while creating optionality for future
transactions that support shareholder value.
In summary, First Class Metals has a sharpened strategic focus, a rich set of
opportunities in our project pipeline, and a supportive market backdrop for
our commodities. While we remain mindful of the challenges that can affect
early-stage exploration companies, such as market volatility, regulatory
hurdles, and operational risks, we are confident that FCM is equipped to
navigate these challenges. Our prudent yet proactive strategy has positioned
us to capitalise on the hard work done to date. The Board truly believes that
the long-term value being created through our projects will ultimately be
reflected in our Company's valuation.
I would like to conclude by expressing my sincere gratitude to our
shareholders for their continued support and patience. It is your confidence
in our vision that enables us to pursue ambitious goals. I also thank our
dedicated team of geologists, field staff, and advisers-notably our
exploration teams in Canada (led by Emerald Geological Services), who have
shown unwavering commitment and expertise throughout the year. Their efforts
have been the driving force behind the successes outlined in this statement.
Lastly, I acknowledge our various partners, including local First Nation
communities and industry collaborators, for their cooperation and trust as we
advance our projects responsibly and respectfully.
Looking ahead, I am enthusiastic about FCM's prospects. We will carry forward
the cautious optimism that served us well this year, always balancing ambition
with due diligence. By doing so, I am confident that First Class Metals will
continue to grow and thrive, delivering on our strategic goals and, most
importantly, creating enduring value for our shareholders.
Thank you for your continued support. We look forward to an exciting and
productive year ahead.
James Knowles
Chairman
OPERATIONS REPORT
CEO's Review on the Company Portfolio, Strategy and Operations
BACKGROUND
First Class Metals is a Canadian focused gold and critical metals explorer.
The Company is focused on exploring the northern region of Ontario. As at 31
December 2024, FCM, through its wholly owned subsidiary First Class Metals
Canada Inc ("FCMC"), holds five properties which it owns 100%, with a further
four under option agreements and a joint venture on an additional property.
Geologically, these blocks lie within highly mineralised and prospective
greenstone belts.
During the reporting period, two of the claim blocks 100% owned at listing in
2022 were sold to 79TH Group, these were the Enable and McKellar properties.
This is in line with the Company's business model to develop assets and then
to monetise the assets (properties).
Additionally, during the reporting period, FCMC has entered into an agreement,
for the Quinlan property, situated in northwest Ontario, with potential for
hard rock lithium discovery and the Kerrs Gold Project near Timmins, which
contains a compliant, if historic, gold resource.
Option agreements are also active with Nuinsco Resources Limited ('Nuinsco')
in relation to the Sunbeam property, central area, as well as the Zigzag
property and a third agreement with a private company, OnGold Invest Corp
('OnGold') over the OnGold property contiguous to the north of the North Hemlo
block. All properties are located in north-west Ontario, see Figure 01. The
details of all these transactions have been provided in press releases.
Figure 01 showing the ten property blocks (11 properties) currently under the
control of FCMC. Note: North Hemlo and OnGold are contiguous and is considered
one project, note the Enable and McKellar properties are not shown.
FCM, whilst constantly on the 'look-out' for quality properties, considers the
two 'flagship' properties of North Hemlo and Sunbeam contain significant
potential and the business model adopted is to add value to the properties and
then monetise the asset by structured sale or joint venture (JV), as was the
case with Enable and McKellar.
The following table and narrative details the portfolio of the ten properties.
Area Owner Number of Claims Area (km2) Claim Types Minimum Expenditure required (CAD$)
Sunbeam FCM 104 21.7 104 Single Cell Mining Claims 41,600
Sunbeam extn FCM 9 24.8 8 Multi-cell Mining Claim, 1 Single Cell Mining Claims 46,800
Sunbeam new FCM 119 25.2 119 Single Cell Mining Claims 47,600
Zigzag others 6 1.2 2 Boundary Cell Mining Claims, 4 Single Cell Mining Claims 1,200
Coco East FCM 30 6.3 30 Single Cell Mining Claims 12,000
Magical FCM 14 3.0 14 Single Cell Mining Claims 5,600
Esa FCM 86 20.6 1 Multi-cell Mining Claim, 85 Single Cell Mining Claims 38,800
North Hemlo FCM 399 84.0 399 Single Cell Mining Claims 159,600
OnGold OnGold* 163 34.4 163 Single Cell Mining Claims 65,200
Sugar Cube FCM 81 17.2 81 Single Cell Mining Claims 32,400
Quinlan BRR 106 20.0 106 Single Cell Mining Claims 42,400
Kerrs Gold others 11 10.4 8 Multi-cell Mining Claim, 3 Single Cell Mining Claims 24,000
TOTALS 1128 268.8 517,200
Overview of Operations
The 2024 field season was a very successful one for First Class Metals, the
focus being on the flagship properties with significant field work being
conducted on the North Hemlo property.
Major geological advances were achieved on the Sunbeam and North Hemlo
properties. FCM, through its 100% owned subsidiary FCMC, continued to explore
these two properties. A low-level helicopter borne geophysical survey was
conducted over the Kerrs property to fulfil work undertakings as part of the
option agreement in connection with the property, as well as for assessment
credits. Minor work was also conducted at Coco East for assessment credits as
well as prospecting work at Esa. Otherwise, as all the properties were in good
standing, no other field work was conducted.
The business / exploration strategy of FCM is similar in rationale and
execution as that of many listed junior exploration companies: to value add to
an exit event, by JV or structured sale. This approach can equally apply to
the Company itself or individual projects in the Company's portfolio.
The field season's results reported to date for 2024 have advanced this
business strategy significantly. The notable acquisition of the Quinlan and
Kerrs Gold Project also broadened the Company's appeal to investors.
FCM intends to continue this business model in 2025: to add value to the
existing portfolio as well as to review other opportunities in Ontario that
will add potential to the company. However, the focus of any exploration
company is the timely undertaking of drilling. In 2025 it will be the aim of
FCM to advance the two major properties to a point whereby drilling could be
planned.
Whilst the Company is monitoring its land position as well as expansion
opportunities, the possibility of developing parts of our portfolio by JV is
always a consideration. The West Pickle Lake project area under JV with GT
Resources Inc. (previously to 'Palladium One Inc.') in the north-east of the
North Hemlo property is a clear example of the success of this aspect of the
Company's strategy.
The following is an overview of the Company's field activities resulting from
the 2024 field season and details the ten properties in a rough ranking order,
from 'core' to 'non-core' but does not include the two sold properties (Note:
no work was undertaken on McKellar and Enable during the year prior to their
sale.) Whilst most activities fall within the reporting period, events
noteworthy after 31 December 2024 are also included in order to present an
accurate up to date account of activities.
Property wide review
The claim blocks are detailed below from core to non-core. The ten claim
blocks, (OnGold being contiguous to North Hemlo), cover ~270km² and is
distanced by about 900km from Sunbeam in the west to Kerrs in the east.
1. Hemlo area
The Hemlo Schreiber greenstone belt has two broad divisions, the south and the
north limbs.
The Barrick Hemlo producing gold mine is located on the south limb and is
associated in a macro sense with shearing and increased molybdenum values. The
Hemlo north limb in which the Esa and the North Hemlo (OnGold) properties are
located has three distinct structures identified by previous explorers. The
structures, interpreted to potentially be shears, in part transect both
properties, see Figure 02.
Figure 02 showing the regional geological and structural setting of the North
Hemlo OnGold and Esa block (Hemlo 'north limb'), relative to the Hemlo gold
mine. Note also the Magical claim block.
North Hemlo
The North Hemlo property historically comprised of three claim areas: Pezim I
& II, and Wabikoba, that weren't contiguous. However, the addition of the
Hemlo North block, acquired from Power Metals Plc., pre-IPO brought North
Hemlo together as one cohesive block.
The entire property as of the date of this report, extends across 399 claims
covering ~84km², with the signing Agreement with OnGold the property area was
extended by 34.4km² (163 claims) which are contiguous to the north, see
Figure 02. Note: 33 claims are under effectively a Joint Venture agreement
with GT Resources and FCMC's ownership is reduced as per the terms in the
Joint Venture agreement signed in 2021. Note also that a number of low
strategic and non-geological interest claims were 'abandoned' under the MLAS
system. These claims were considered 'conflict claims' and in line with the
terms of the Exploration Permit and Exploration Agreement FCMC had agreed with
the relevant First Nations not to undertake work on them. Hence as a cost
saving and good will gesture FCMC abandoned the claims in March 2025
There were limited historical showings on the properties, the most important
being the gold / molybdenum showing at Dead Otter Lake which reported 3.1ppm
Au, 0.59%Mo. Also, the geology / geophysical signature of the Dotted Lake /
Fairservice prospect continues onto the North Hemlo block. Furthermore, the JV
- Earn-in with GT Resources Inc. has significantly enhanced the base, battery,
and critical metal potential of the block. The anomalous gold showings of
Barbara lake close to Esa also enhance the property's potential.
Exploration potential is enhanced by the arcuate inferred shears which mimic
the shear hosting the Hemlo gold mine, see Figure 02.
An Exploration permit, required for 'invasive' exploration such as trenching,
stripping, and drilling, granted for both the North Hemlo and Esa blocks is
valid until October 2026. This grant by the Provincial authorities was closely
followed by the execution of an Exploration Agreement with Netmizaaggamig
Nishnaabeg First Nation (NNFN) in November 2023 (the agreement also covers the
Esa and Sugar Cube claim blocks).
Exploration to date by FCM has focussed in the southern sector around the Dead
Otter Lake showing 3.7g/t gold 'Au' and 0.59% molybdenum 'Mo' and the
discoveries by FCM along strike to the southeast to outcrop 3.7km away that
reported 19.6g/t Au. This is referred to as the Dead Otter trend. ('DOT')
Exploration property wide was enhanced with the low-level high-resolution
helicopter borne magnetic survey, flown in late 2022, though this did not
cover the OnGold block.
The magnetic survey indicated that there are additional linear anomalies which
require further exploration throughout the property, especially where
intersected by north south and northwest structures. The survey also
highlighted the structure hosting the DOT.
The intersections of the N-S and NW-SE structures in the central north sector
remain veritable exploration targets as are the structures paralleling the DOT
in the south. The magnetic interpretation undertaken by Paterson, Grant &
Watson ('PGW') confirms the belief that two arcuate structures, refer to
Figure 02, pass through the claim block, the southern structure coinciding
with the DOT and the northern structure with the extension of the Fairservice
showings at Dotted Lake.
The Dead Otter Lake area is situated about 20km north of the iconic Barrick
Hemlo 23Moz Au producing mine. During the 2024 season extensive work:
prospecting, 'stripping' channel sampling and an orientation soil sampling
grid, have been undertaken along the Dead Otter Trend, the focus has been
around the historical showing and the area reporting 19.6ppm Au over three
kilometres to the southeast.
Furthermore, the trend is reporting very high values of pathfinder elements
including molybdenum as well as telluride which is strongly associated with
gold deposits, especially in the Hemlo area. Additionally, over 750m SE along
strike from the historic showing an isolated outcrop returned 2.29ppm Au. This
confirms the trend is auriferous. Furthermore, in the area of the 19.6ppm
sample other samples have reported 13.6ppm and 4.6ppm Au, see Figure 03.
Prospecting and the soil sampling results have significantly increased the
potential width of the DOT, in the area of the 2.29ppm a grab sample reported
highly anomalous Au result, 30m from the structure in the stripped area. The
soil lines in the area of the 19.6g/t sample returned anomalous gold in a
sample at the end of the soil line (100m from the 19.6g/t sample).
Future work will include further detailed prospecting along the trend to prove
the continuity of the structure along strike from the known gold occurrences,
leading probable to stripping with the ultimate aim being drilling.
In summary, the identification of a +3km long gold anomalous trend extending
from the historic Dead Otter Lake occurrence along with a grab sample
recording 19.6g/t Au along the same geological trend with a potential width of
~30m is considered a significant 'new discovery'. Whilst the trend is
discontinuous, in a geochemical sense, owing to the lack of exposure, very
encouraging gold and pathfinder elements have been reported.
Figure 03 showing the Dead Otter Trend with the historic showing in the
north-west extending for >3km to the 19.6g/t Au sample in the south-east.
Also shown are the soil orientation lines and recent grab samples. The area of
the soil sampling was also the focus of the stripping.
Exploration of the Dead Otter trend was the focus of activities in 2024 on the
North Hemlo block of claims. Work included the stripping at three locations
(one area subsequently extended) soil sampling in the vicinity of the three
stripped areas as well a further prospecting around the 2.3ppm Au sample (a
stripped locality).
Gold assay results from the channel samples, as well as the base metal values,
including additional channels cut at the Dead Otter and 19 grammer showing,
have all been received. It is encouraging that most samples are anomalous to
highly anomalous in gold, though no values exceeded one ppm (1 g/t). Given the
high grades in previous grab samples (see figure 1) and the fact that the
Photon assay results validated those grabs it further emphasises the 'spotty'
nature of the gold reporting and therefore the requirement to fully understand
the geochemical distribution of the gold. From the stripping and other field
work it is also now believed that a strong structural component exists
controlling the gold emplacement, as such a firm structural understanding will
greatly enhance the potential success of any drill programme targeting the
Dead Otter trend.
Subsequent to the initial stripping and trenching a further short extension
and sampling programme was completed at two locations. These results further
validate the robust gold anomalous characteristics of the trend. In
conjunction with this follow-up programme and prior to the soils sampling
orientation survey, prospecting was undertaken in the vicinity of the 2.3ppm
sample / trenches. This resulted in further anomalous but sub 1ppm Au results.
However, the pathfinder element molybdenum (characteristically associated with
the gold at the Hemlo mine) reported high (2290ppb) in the grab samples to the
north of the Dead Otter trench, where some of the higher gold in soils were
also reported. Additionally, there were anomalous gold in soil samples from
the end of the line to the south of the 19 grammer.
West Pickle Lake ('WPL')
The WPL JV with GT Resources Inc. ('GT Resources') covers 33 claims contiguous
to the main North Hemlo claim block. The JV agreement was signed in 2021 and
after undertaking a 6,766m drill programme in 32 drillholes, utilising NQ core
size as well as other exploration GT Resources achieved 80% ownership and
continued management of the project.
Drilling at West Pickle Lake by GT Resources has demonstrated that the
high-grade nickel-copper sulphide occurrence hold potential to be extended
both east towards their RJ showing as well as west onto or close to the 100%
owned FCM North Hemlo property, see Figure 04. This area will also be a focus
for reconnaissance in a future field season as well as follow up of the
anomalous lake sediment samples and grab samples.
Furthermore, interpretation of the VTEM data by GT Resources infers there is
potential for further discoveries, specifically to the west of WPL, in the
area of TK22-076 which was drilled just off the 100% owned FCM North Hemlo
Property boundary which intercepted 46.3m of 'anomalous nickel mineralisation'
in an east west trending structure
Work is currently on hold on the project whilst GT Resources negotiates with
the provincial authorities and the First Nations in respect to Exploration
Permits.
Figure 04. Area map showing the location of the West Pickle Lake Discovery as
significant drill results
OnGold
The property is located contiguous to the North Hemlo claims as well as those
of GT Resources and consists of 163 single cell mining claims, comprising
34.5km², refer to Figures 2.
The property is located roughly 21 kms southeast from the town of
Manitouwadge, Ontario and all mining claims are in good standing through the
2024 field season.
Previous prospecting has identified eleven high priority targets on the
property, predominantly base metals anomalies.
This Option agreement which had a zero cash component, significantly increases
FCM's footprint in a district that holds numerous high grade nickel copper
sulphide and gold discoveries.
Limited previous exploration has been focussed to investigate several discreet
magnetic anomalies thought to be associated with Ni-Cu-PGE mineralised
mafic-ultramafic intrusions. Similar rock types comprise the Tyko, RJ, Smoke
Lake and the more recently discovered WPL massive sulphide discovery.
FCM conducted a lake sediment sampling campaign in the winter of 2022/23 as
access is far easier in the winter months. The results from this campaign
reported gold grades of up to 103ppb.
The program was led under the supervision of Bruce MacLachlan, the principal
of Emerald Geological Services (EGS). Bruce has been quoted as saying "To the
best of our knowledge the 103ppb Au Lake sediment value is the highest lake
sediment value collected in the Hemlo Belt outside of the deposit area".
Whilst at a very early stage, these initial results are extremely encouraging
and add to the potential for the prospectivity of the property as the 103ppb
Au Lake sediment sample result also now shows the gold potential of the area.
Post year end, OnGold has been issued the £100,000 worth of shares (totalling
5,882,353 shares) which fulfils all terms of the revised agreement. The
claims are in the process of being transferred to FCMC.
There remains a 2% NSR on southern block with 50% buy back for $500k, which is
transferred to FCM. OnGold holds a 2% NSR on northern block with 50% buy back
of $500k
Post the reporting period a 'winter programme' of VLF at North Hemlo included
work on the OnGold claim block specifically several lines of VLF were 'walked'
on and across the small lake (frozen) which returned the 103ppm Au sample. The
traverses extended onto the land around the lake shore. Final results from
this work programme are as yet pending.
2. Sunbeam
The Sunbeam Gold Property includes the historic Sunbeam Mine a high-grade
underground gold mine which operated from 1898 to 1905. The property now
comprises three blocks of claim, all in the name of FCMC. The core of the
Property consists of 104 unpatented mining claims covering 20.2km² with the
'English option claims encircling and the 'newly staked' claims contiguous to
the northeast, totalling ~72km². The Option to purchase was signed with
Nuinsco in October 2022. Nuinsco held the claims through an underlying
agreement with several prospectors who originally held the claims. In February
2023, FCM made a second payment to Nuinsco, and the 'core' claim ownership was
transferred to FCMC. The Sunbeam extended (English Option extending over
24.8km²) was part of the same Option agreement with Nuinsco and the claim
owner, which FCMC has now paid out in full
In November 2023, FCMC staked a further 119 claims, covering 25km² and
contiguous to the northeast of the English option area. see Figure 05
The newly staked claims remain in good standing until October 2025 without
assessment credit (field work) requirement. Additionally, as they are
contiguous to the 'English option' assessment credits can be spread across the
new claims.
Figure 05 showing the Sunbeam Property including the Sunbeam extended 'English
option' and the new claims.
Both these areas are covered by an Exploration Permit, granted to FCMC in June
2023 valid for three years. Furthermore, the area is also under two distinct
(though similar) MoU's with the two prominent First Nations in the area who
have traditional land claims which include the Sunbeam property.
The Sunbeam property is dominated by three mineralised structures each
identified over 10km traversing the property; these are inferred to continue
to the northeast into the new area where prospective structural features are
inferred. All three structures host significant gold anomalism as well as
historic development, including the, Roy, Pettigrew and Sunbeam shafts which
reportedly produced multi ounce material, see figure 06
Figure 06 showing the three district, sub parallel structure transecting the
enlarged Sunbeam Property. Note the significant number of anomalous gold
'showings' as well as historic development on each structure.
An orientation soil sampling programme was undertaken late in 2024. This
focussed on several of the historic gold developments. The rationale was,
based on the gold identified in the host porphyry, to see whether assaying
soil samples in lines orthogonal to the trends would highlight wider areas of
increased anomalism which could then be explored by ground prospecting and
stripping where permitted, see Figure 06 for the location of the soil survey
areas and results. Considering this was an orientation survey the results
indicated areas of Au anomalism not previously identified as well as
indicating that some of the classic pathfinder elements, such as arsenic (As)
copper and lead (Pb) require further modelling.
Additional soil sampling will be considered which might result in further
stripping along strike from known gold occurrences, the objective is a better
geological as well as geochemical understanding of the mineralisation on the
Sunbeam property ahead of drilling.
The updated Exploration Permit granted in June 2023 is valid through to the
end of year 2025.
Figure 07 showing a selection of the orientation soil lines on the Sunbeam
property.
Earlier in 2024, off site a detailed review of the Nuinsco and available
TerraX core. As background it should be noted that in 2023 stripping and
associated grab sampling in the areas of the Roy and Pettigrew developments on
the Sunbeam property identified anomalous (4.98 g/t Au over 0.5m) in the
'host' / wall rock porphyry. This discovery was an important development in
the exploration on the Sunbeam property. Whilst it is known that the quartz
veining variously hosted by sheared mafic volcanics contains significant gold
(one Nuinsco drillhole sample reported 93.3g/t over 0.44m), the gold bearing
potential of the porphyry was not documented.
The review and associated assay result supports the theory of a broad
alteration halo in the host porphyry around the high-grade veins. For example,
historic hole TX-57751 intersected 19.4 g/t Au over 0.63 m and 15.17 g/t over
1.37 m, but the new review noted a >10 m wide alteration zone around those
intersections. This suggests potential for wider lower-grade mineralisation
enveloping the high-grade shoots, a positive sign for bulk-mining potential.
All the core was (re)logged, photographed and is now securely stored under FCM
control. This asset will be invaluable as we advance the property's
exploration.
During the review of the Nuinsco and TerraX cores, 80 core samples were
collected (including standards and blanks) of intervals deemed to be
significantly altered and mineralized, or adjacent to intervals which returned
anomalous historical gold results, (>50 ppb Au generally considered to be
anomalous). A combination of new and historic results highlights the presence
of relatively wide zones of low-grade gold. Roy zone: from 38m 0.71g/t Au over
13.8m and from 41.0m 0.43g/t Au over 12.3m, other notable zones:
· WN2 zone: from 28.8m 0.33g/t Au over 11.8m
· AL198 zone: from 63.3m 0.30g/t Au over 10.3m
· Rubble Zone: from 20.3m 0.61g/t Au over 12.3m.
Pettigrew: no new samples were taken from Pettigrew, (Nuinsco did not
undertake any drilling there). However, historic results by TerraX confirm
that there are high grade intersections:
· Hole 57751: 19.4 g/t Au over 0.63m at 5.33m and 15.17 g/t Au over
1.37m at 21.44m
The 'new' and historic zones when considered with the known high grade gold
intersections both in drill hole and in the stripping, combined with the
robust nature of the three mineralised structures makes the Sunbeam property a
significant district scale target.
Note: many of the assay results for the stripping undertaken in 2023 were
reported in 2024.
The field work and results of 2023 should be reviewed in order to emphasise
the potential of the (district scale) Sunbeam property:
Stripping and channel sampling programmes at the historic production sites of
Pettigrew and Roy were completed. The results from Roy indicate a semi
continuous zone across strike of multi-gramme material. The two stripping
campaigns were successful in not only identifying gold bearing structures but
also enhancing the understanding of the geology of the mineralisation. At Roy,
most of the samples were 1m or less, with a minimum of 0.1m and a maximum of
1.4 m. The results have defined a broad zone of shearing, alteration, and
mineralization, peaking at 18.8 g/t (ppm) Au. There are a significant number
of other results exceeding 1ppm Au that define the anomalous structure over a
strike of 100m between the existing shafts and open along strike.
The high-grade gold mineralisation is hosted in quartz veining in sheared
'mafics' within a sheared, folded felsic to intermediate porphyry which often
exhibits quartz veining, silicification and ankerite alteration, and which
also frequently contains anomalous gold.
Figure 08 showing the stripped area at Roy with channel sample results.
A similar situation exists at Pettigrew, where historical drilling was
encouraging, with two holes returning significant gold assays including: Hole
57751: 19.4 g/t Au over 0.63m at 5.33m
Results from the samples taken from the stripping have confirmed high grade
gold assays up to 18.8 g/t gold (Au) / 0.3m channel sample at Roy.
Other highlights include:
· 6.27 g/t Au channel / 0.35m in mafic schist with quartz veins
· 4.98 g/t Au channel / 0.5m in sheared porphyry; and
· 5.58g/t Au channel / 0.5m within a quartz vein.
At Pettigrew channel and grab samples returned significant gold grades,
including:
· 13.0 g/t Au grab sample from quartz rubble dug up beside the
stripped outcrop.
· 3.5 g/t Au channel / 0.2m in a quartz vein with galena and
chalcopyrite;
· 1.82 g/t Au channel / 0.75m in sheared porphyry; and
· 0.32 g/t Au channels / 3.95 m within sheared porphyry.
Significantly the host porphyry reported up to 5ppm. This factor is what
precipitated the core review and sampling.
Figure 09, showing the stripping exposing the outcrop at Roy, note the sawn
cuts in the outcrop.
Post report period, in March 2025 a lake sediment sampling programme was
undertaken, primarily on the 'new claims' but with additional samples from the
core area and the English option blocks in order to give relevance. In total
79 lake sediment samples (including 2 for QA/QC) were collected. Results are
not yet available.
3. Esa
The Esa property contains 86 claims, covers 20.6km², and is located
approximately 11km northeast from the Barrick Hemlo gold mine, immediately
south of FCM's North Hemlo property
Geologically, the property sits between the Cedar Lake Pluton and the Musher
Lake Pluton, such intrusions are considered important components for driving
mineral-rich fluids and economic mineralisation is often associated with the
contacts or structures associated with the intrusive event.
A prominent geophysical / geological feature transects the claim block. This
structure adds significant merit to the block's potential, as its continuation
outside the Esa boundary is associated with gold occurrences, see Figure 10.
Figure 10 the Esa block with geophysics overlay as well as anomalous Au soil
sample results, note as well the Au 'showings' to the west.
This structure is considered one of three subparallel, arcuate trends
contained in the Hemlo 'north limb', which mirror the Hemlo trend to the
south, (see Figure 02). There are also a number of N-S and NW-SE structures,
these too are often associated with mineralisation and in other locations
referred to as the 'Harvey faults'. Re-interpretation of geophysical data
further verified the structure's presence enhancing the property's
prospectivity.
In 2022 and 2023 soil sampling programmes along this feature collectively
totalled over 1,000 soil samples along lines on average 200m apart, orthogonal
to the inferred 4km shear. Prospecting also identified sheared metasedimentary
/ mafic volcanic boulders anomalous in trace elements in the area interpreted
to contain the Hemlo style shear zone.
Ground reconnaissance identified 'Hemlo-look-alike rock' in the form of an
angular boulder which returned anomalous gold value of 0.7ppm Au.
The results of the soil sampling defined a geochemically anomalous zone
mimicking the inferred position of the shear and validate the presence of a
geochemically anomalous structure displaying elevated gold and pathfinder
element such as arsenic molybdenum and antimony, see Figure 11.
Figure 11 showing the structure transecting the property and the trends of the
anomalous gold and pathfinder elements
Limited exploration work was conducted on the property in 2024. This included
prospecting around the 0.7ppm boulder. The work very limited work (two man
days) did not report any further anomalous results.
Owing to available assessment credits the property remained in 'good standing'
for 2024 and into 2025.
Future work is intended follow up on the shear zone and other structures
identified, as well as to include trenching / stripping. Till sampling is also
proposed for the northern area.
Recent logging activities have also opened up sections of the southern
property which will be prospected.
The property is covered by a three year Exploration Permit, (granted in
October 2023) and is required for 'invasive' exploration such as trenching,
stripping, and drilling.
4. Kerrs
The Kerrs Gold Project in northeastern Ontario holds a historic resource
estimate of 386,467 Oz (ounces) of Au (gold) as per the NI-43-101 standard.
In April 2024, FCM executed an option to purchase agreement with the 100%
owners of the Kerr gold property claims. The deal outline is summarised below.
Due Date Share Payments Cash Payment (CAD)
Upon signing the Agreement - $6,000 ($10,000 less $4,000 exclusivity deposit)
Six months after effective date $10,000
Within four months of signing the Agreement on the publication of a prospectus CAD20,000 in share value
On the 1st anniversary of the Effective Date CAD30,000 in share value $30,000
On the 2nd anniversary of the Effective Date CAD40,000 in share value $40,000
On the 3rd anniversary of the Effective Date CAD60,000 in share value $60,000
Total CAD150,000 in share value $150,000
On completion of the terms of the Agreement FCM will control 100% of the Kerrs
Gold Project located in northeastern Ontario in the Timmins Mining Camp which
is one of the most prolific camps for gold production in Canada. Nearby
producing gold mines are operated by Newmont (Hoyle Pond & Hollinger) and
McEwan Mining (Black Fox Complex).
The road accessible Kerrs Gold Deposit consists of 36 units totalling
approximately 665 hectares and lies 90 kilometres east-northeast of Timmins,
in the Larder Lake Mining Division.
Geologically the Project is located in the Abitibi Greenstone Gold Belt, see
Figure 12.
Figure 12 showing the district scale location of the Kerrs gold property as
well as significant producing mines in the area.
The occurrence was discovered by Noranda in the late 1970's and early 1980's
by following glacial dispersion trains 'up-ice' to the source. Drilling
continued into the late 1980's, with further drilling in the early to
late-2000 and early 2011. The drilling database was used to calculate the 2011
historic resource estimate, with further drilling completed subsequent to the
release of the estimate, see Figure 13.
Figure 13 Showing the significant historical sampling as well as the drill
grid
Kerrs Gold is considered a stratabound deposit, occurring at the contact of a
thick, mafic pillow flow sequence overlying an ultramafic, magnetite-rich flow
sequence. Quartz feldspar porphyry sills are spatially located above and below
the breccia zones. This stratigraphy is synclinally folded with the deposit
lying 350m to 425m below surface. Drilling has traced the main zone 800 metres
and remains open in both directions and at depth.
Gold mineralisation occurs as pyritized quartz vein replacement breccias
enveloped by quartz fuchsite carbonate vein breccias averaging approximately
10 m and alteration envelopes varying up to 40 m in thickness. Gold tenure is
proportional to the pyrite content ranging up to 10% which is commonly
disseminated and crystal aggregates in the sheeted, quartz vein replacement
breccias. These breccias, averaging 31% quartz, exhibit reasonable correlation
conforming to volcano-stratigraphic contacts as well as moderate to good
continuity in grade correlations at the lower and upper boundaries of the vein
breccia and alteration envelope assemblages.
The Kerrs Gold historical resources estimate of 386,467 Oz Au was disclosed in
"NI 43-101 Resource Estimation on the Kerr's Gold Deposit, Matheson, Ontario"
prepared for Sheltered Oak Resources Inc. by Garth Kirkham, P. Geo of Kirkham
Geosystems Ltd. And dated June 10, 2011.
Whilst there was further drilling completed after the historic estimate was
released FCM is not aware of any more recent resource estimates.
The resource estimation methods and parameters were as follows:
· Forty-one drill holes were utilized to interpolate the KBX Zone.
· Composite length of 2 m was chosen and composites were weighted by
length.
· Sectional interpretations were wire-framed to create 3-D solids of
the zones.
· Zones were coded to the composites, and the block model, to constrain
the modelling process.
· Composites for the mineralised zone were used to interpolate into the
blocks foreach zone.
· Ordinary kriging was used as the interpolator.
· Relative elevation modelling was used to guide the ellipse
orientation that accounts for the variation in dip due to the synclinal
structure.
· A minimum of two composites were used for each block and a maximum of
two composites were used per drill hole; a maximum of 12 composites were used
per hole.
· A cutting factor was applied for gold with outlier composites limited
to 10 g/t Au based on cumulative frequency plots. A zero cut-off grade was
used for the manual polygonal method.
The Kerrs historic estimate is an inferred resource as defined in National
Instrument 43-101. The table below shows the potential ounces with differing
cut of grades. FCM would look at remodelling the resource in order to identify
higher grade envelopes for targeting in any proposed future drilling.
Kerrs Resources TONNES GOLD (g/t) Metal
Estimate Cut-Off Grade (OZ.)
0.5 7,041,460 1.71 386,467
1 5,237,213 2.04 342,856
1.5 3,375,361 2.47 268,468
2 1,936,189 3.04 188,972
2.5 1,165,664 3.57 133,778
3 818,171 3.94 103,622
In August 2024 FCM undertook a low level, hi resolution geophysics survey of
736 l-km over the Kerrs Gold Project.
Post report period the magnetic data was interpreted by PGW of Toronto, who
have previously worked on North Hemlo, Esa Sunbeam and Sugar Cube. Their
interpretation, see Figure 14 has identified several targets worthy of
follow-up drilling.
Figure 14 Showing magnetic susceptibility inversion model with key interpreted
structural elements overlain. The constrained inversion is show with isovalues
clipped to 0.15 SI. Viewed from the SW looking to the NE
The Kerrs property is not currently permitted and once the data review has
been completed in conjunction with ground appraisal a permit will be drafted
for consultation with the local First Nations.
Post reporting period, FCM has commissioned a review / update of the 2011
resource estimate to define target areas to potentially expand the historic
resource as well as a view to 'high grading' the resource. If available, it
will include drilling after the 2011 Resource estimate.
5. Zigzag
The project is less than 100km from Armstrong in northwest Ontario in
the Seymour Lake area, a district already proven to be prospective for hard
rock, pegmatite hosted lithium. Existing infrastructure currently in place in
the local area is expected to be further bolstered in the future by the
planned Jackfish Hydro project and a Spodumene Process Plant at the Green
Technology Metals, Seymour site which is just over 10km away by gravel road.
Figure 15 showing the regional setting of the Zigzag claim block.
The six-unit claim group spans approximately 1.2km² and includes a mapped
structure of 800m which (Tebishogeshik occurrence) is wholly contained within
the claim block, the lithium-tantalum mineralization is pegmatite-hosted with
significant rubidium and caesium mineralisation also reported. All of which
are 'critical minerals' as identified by the Canadian and United Kingdom
Governments.
Previous workers of the Tebishogeshik occurrence have identified Li(2)O and
Ta(2)O(5) mineralization along the entire length of the showing from sampling
at surface, grading up to 1.68% Li(2)O over 7.9m and 0.168% Ta(2)O(5) over
2.54m in separate channels samples. Several shallow historic drill holes along
the occurrence have returned significant intersections, including, (in
separate drill holes) an intersection grading 1.08% Li(2)O over 6.1m and a
separate intersection of 399.8ppm Ta(2)O(5) over 2.92m. Both intersections
were less than 20m down hole. The structure is open along strike and to depth
and remains to be fully evaluated.
The claims were optioned from Nuinsco in March 2023 and reported in detail in
a news release.
The work commitment over 4 years is Cdn$550,000 and to 31 December FCMC had
expended Cdn$ 485,673 on exploration.
Prospecting of the Zigzag property commenced early in the 2023 field season in
association with reconnaissance for access to the claim area. Initial
prospecting returned very encouraging results which validated and enhanced the
historic reported assays.
As follow up to this initial systematic sampling programme the team undertook
furthermore systematic sampling in parallel with preparing for and undertaking
a sawn channels sampling programme across the prospective outcrop. Note as an
Early Exploration Agreement was not then in place no stripping to enlarge
outcrop exposure was permitted.
The sawn channel sampling programme was along a ~150m strike at intervals
across the exposed pegmatite outcrop.
The results from the channels were very encouraging. The results have not only
vindicated the grab samples in respect to the lithium oxide content but also
highlighted again the presence of other important, critical minerals such as
tantalum, gallium, and rubidium, see table below for highlights of the
reported assays.
Prior to the drill programme in December 2023 a further prospecting campaign
was undertaken. This was dominated by soil sampling, the sample lines focussed
on the open eastern and western extent of the 'core area' as well as a
postulated subparallel structure or splay to the south of the main structure.
Figure 16 showing the main zone at Zigzag with locations of channels and drill
holes, as well as the MMI soil sampling lines.
The results of the mobile metal ion (MMI) soil sampling assays gives support
that the main structure continues along strike from the known (sampled by FCM)
outcrop.
A significant silver anomaly was identified over the two eastern most MMI
lines off the main zone. This also requires further investigation.
Furthermore, there is strong geochemical support for a sub parallel trend
about 200m to the south of the main zone. Additional work is needed to expand
and confirm the anomalism identified. As well follow up sampling is required
to confirm the presence of a possible third trend currently identified in
anomalous rare element results in grab samples.
Drilling
The drilling targeted the 400m central section of the property which had been
subject to a non-mechanised stripping and channel sampling programme reporting
up to 2.36% lithium (Li(2)O) over 5.5m, see Figure 17.
Figure 17 Drilling covered the area of channel sampling and 'grabs' on roughly
50 m centres (note historic grid lines are on 200ft (60m) centres).
Historic drill holes also reported an intersection grading 1.08% Li(2)O over
6.1m from 12.45m and a separate intersection of 399.8ppm Ta(2)O(5) over 2.92m
from 15.50m. The results from the maiden drill programme by FCM were most
encouraging and the significant intersections appear in the table below
Drill Hole Metal Depth From Width Grade
ZIG-23-01 Li₂O 12.7m 4.3m 1.65%
incl. 1.0m 2.93%
Rb₂O 11.7m 5.3m 0.21%
ZIG-23-02 Li₂O 15.0m 5.0m 1.5%
incl. 0.2m 5.19%
Rb₂O 14.25m 5.75m 0.21%
incl. 0.3m 0.54%
Cs 14.25m 3.25m 132 ppm
incl. 0.25m 430 ppm
Ta 14.0m 6.8m 90 ppm
incl. 0.2m 235 ppm
Ga 15.5m 0.2m 144 ppm
Drill Hole Metal Depth From Width Grade
ZIG-23-03 Li₂O 14.7m 0.75m 2.1%
Rb₂O 12.6m 2.1m 0.16%
Cs 12.0m 5.0m 151 ppm
incl. 0.45m 480 ppm
Ta 12.6m 3.9m 164 ppm
incl. 0.45m 624 ppm
Ga 21.9m 0.25m 127 ppm
and
ZIG-23-03 Li₂O 28.4m 1.6m 0.46%
Rb₂O 27.8m 2.2m 0.17%
ZIG-23-04 Li₂O 20.0m 1.6m 0.79%
Rb₂O 20.0m 1.6m 0.21%
Ta 15.3m 7.8m 165 ppm
incl. 1.0m 347 ppm
ZIG-23-05 Li₂O 7.6m 6.0m 1.13%
incl. 1.0m 2.17%
Rb₂O 5.7m 3.8m 0.16%
Ta 4.8m 9.9m 167 ppm
incl. 0.4m 401 ppm
ZIG-23-06 Li₂O 28.8m 2.2m 1.09%
incl. 0.3m 2.26%
Rb₂O 28.8m 2.2m 0.19%
ZIG-23-07 Li₂O 9.9m 6.5m 1.09%
incl. 0.5m 2.76%
Rb₂O 10.4m 6.6m 0.21%
incl. 1.0m 0.41%
Cs 13.0m 4.0m 126 ppm
Ta 9.0m 7.4m 131 ppm
incl. 0.6m 177 ppm
Drill Hole Metal Depth From Width Grade
ZIG-23-08 Li₂O 65.5m 3.0m 1.28%
Rb₂O 65.5m 3.4m 0.11%
Ga 65.5m 3.0m 98 ppm
incl 1.0m 114 ppm
ZIG-23-09 Li₂O 47.25m 4.75m 0.52%
incl. 0.8m 1.06%
Rb₂O 47.25m 4.75m 0.14%
Table shows assays from the (nine) hole drill programme at Zigzag, every hole
had reportable intersections of Li₂O with significant 'credits' from the
accessory critical elements / metals, specifically rubidium oxide, Rb₂O.
The presence of abundant spodumene in the core, see Figure 18 below, is
reflected in the assays.
Figure 18-Shallow intersection of pegmatite hosting spodumene (pale green
'blades' in hole ZIG-23-01).
Two (shallow) step-back holes were conducted as well as a scissor hole to
confirm the dip of the structure. Further drilling is warranted both along the
(open) strike to the west and east as well as down dip.
· Future work planned will include:
· Possible stripping alone strike to the west and east where anomalous
MMI results indicate a continuation of the structure.
· Infill MMI sampling of the inferred southern sub parallel structure.
· Metallurgical work on benefaction of the potential ore.
Post the reporting period, FCM has engaged with SGS Lakefield for a quote to
undertake a preliminary metallurgical assessment of the lithium baring rock.
6. McKellar
The McKellar property, comprised 66 claims, covering 12.5km² was sold to 79TH
Group in June 2024.
7. Enable
The Enable property comprising 41 claims covers around 8.7km² was sold to
79TH Group in June 2024.
8. Coco East
The Coco East block of 30 claims covering ~6.3km² is located on the eastern
sector of the Big Duck Lake Porphyry, which contains several historic showings
as well as the Coco Estelle deposit. This porphyry, as well as other similar
intrusions, are strongly spatially associated with Archean lode gold deposits.
There is only one showing located within the Coco East property boundary, the
Big Birch Occurrence. Two pits are reported with a 5m spacing, striking
east-west. The main pit exposes a 10cm-wide quartz and calcite vein and
contains pyrite and possible chalcopyrite mineralisation, and historic assay
results have returned values of 0.56 g/t Au and 2.83 g/t Ag.
Figure 19 showing the regional setting of the Coco East claim block with OMI
showings.
Limited field work was conducted during the season in 2024 in order to keep
the property in good standing. Otherwise, the assessment credits accrued from
2022 field work extend into 2024.
Prospecting in the northern area around the geophysical anomaly collected
twelve rock grab samples were collected from float and outcrop. Assay results
from Actlabs reveal the highest assay value recorded for Au was <1ppm, for
Cu was 7370ppm (0.7%) and Zn at 145ppm.
While Au and Cu values obtained to date are not strongly anomalous, they are
associated with anomalous pathfinders for intrusion-related or orogenic gold
mineralization (Ag, As, Bi, Te, Mo, Cu, Zn, W) and locally intense quartz
veining in shear zones within the metavolcanic rocks. There are also numerous
mapped units of felsic porphyry on the Property which have not been thoroughly
investigated. Therefore further, more systematic work is warranted and it is
recommended that from a base on the east shore of Big Duck Lake, to conduct a
1 or 2 week mapping, prospecting and sampling project near and along strike
from the Big Birch Occurrence, and in the latest target area around a possible
adit found in claim 609727.
9. Magical
Located only 9km northwest of the Barrick Hemlo gold mine, these 14 claims
which are 2.9km² and are also situated on a compelling geological contact
which potentially represents a district scale geological structure, which
could be an extension of one of the inferred North Limb shears, (see Figure
02). The enigmatic 'Valley Float' less than 1km off the property boundary to
the northeast has reported >16g/t Au, whilst the Gowan Lake showing to the
southwest, also on the inferred contact, reports ~1.5g/t Au and the Kusins
showing also associated with the contact reports 70.1 g/t Ag, 10.7% Zn and
8.9% Pb, see Figure 20.
No field work was undertaken in 2024, however, assessment credits from previous work ensure that the property remains in good standing.
Figure 20 showing the Magical claim block in a geological district scale with
pertinent 'showings'.
Geologically, the area contains a northeast trending sequence of clastic
sediments, plus subordinate amphibolite. These are bounded by the Gowan Lake
Pluton in the northwest and the Cedar Lake Pluton in the southeast. The
contact between the Gowan Lake Pluton and metavolcanics is found in the east
and southern areas of the property. On the basis of nearology / vector, this
is considered a potential host for gold mineralisation.
During the 2022 field season 11 rock chip samples and 56 soil samples were
collected out of a helicopter supported 'fly' camp. The latter was analysed by
the mobile metal ion ("MMI") methodology, see Figure 33.
Figure 21 MMI sampling on the Magical property
The anomalous molybdenum ("Mo") and arsenic ("As") close to the northwest end
of the MMI survey at the contact of the Gowan Lake Pluton is of interest and,
given the gold occurrence to the northeast and southwest, on trend (but off
property). This is a significant encouragement for the property's potential.
For planned future work it is proposed that the soils lines are extended as
well as further lines in the southwest to validate the anomalism associated
with the contact / shear as well as prove strike continuity.
10. Quinlan
The Quinlan property is located to the northwest of Thunder Bay.
In March 2024 FCM and Broken Rock Resources Inc. entered into an option -
buyout agreement, in respect to the Quinlan property, the details of which are
tabulated below.
A total number of 98 single cell claims are involved in the transaction with
FCM staking 50 claims and 48 claims being optioned from BRR.
Table: Option costs for the Quinlan property
Cash (CAD$) Ordinary FCM Shares (CAD$) Annual Work Commitment (CAD$)
On signing 10,000 15,000 0.00
Within one year anniversary 5,000 10,000 50,000
Within two-year anniversary 10,000 5,000 50,000
Within three-year anniversary 15,000 10,000 150,000
Within four-year anniversary 100,000 NIL 150,000
Total 140,000 40,000 400,000
There is also an NSR in favour of BRR
Quinlan lake reported one of the highest lake sediment lithium values (966.3
ppm- constituting the 'Nine-Sixty-Six lake sediment' anomaly) recorded in the
Province from an Ontario Geological Survey (OGS) survey. (OGS sample site
1109, Jackson and Dyer 2000b; 287642E 5527869N) was collected from a small
lake north of Kashishibog Lake. The sample also returned 38.57 ppm Rb and 9.53
ppm Cs. The area surrounding site Nine-Sixty-Six is covered by thick till and
a few granitic pegmatite boulders. Most of these pegmatitic boulders are
rounded, ranging in size from 0.5 to 2 m, and composed mainly of quartz and
feldspar with local minor biotite.
Although no outcrop was found in the area of the lake area, large outcrops of
granitic pegmatite were observed in an area 2 km to the northwest.
Historically, the Kashishibog Lake area has seen very little exploration and
geological mapping. According to the Ontario Geological Survey in 1964, vast
areas of granite pegmatite dike sheets occur in the vicinity of Sparkling and
Mountairy lakes, 12 to 30 km west of Kashishibog Lake, respectively. The
pegmatites are situated near the Western Wabigoon-Winnipeg River terrane
boundary and along the northeast-trending regional-scale faults that extend
for more than 30 km in the Kashishibog and Awkward lakes area
The property's potential was further highlighted by the annual Ontario Thunder
Bay OGS Resident Geologist Program (Target 11) 'Recommendations for
Exploration' publication to be a prime under explored potential new pegmatite
corridor.
The Company now holds a significant land package, providing a cost-effective
entry into an area that is highly favoured by the Provincial OGS Resident
Geologists for its lithium prospectivity.
Post reporting period, 4 claims in the core of the property became vacant and
were staked by BRR, as they fall within the 'buffer zone' designated in the
Agreement they will form part of the Option arrangement.
Additionally in March 2025 a one-day helicopter supported visit to the
property resulted in 16 lake sediment samples being collected. Assays are not
yet available.
11. Sugar Cube
The Sugar Cube claim block of 205 claims, covering ~43km², is contiguous to
the north-west of Silver Lake's 1.6Moz+ Sugar Zone gold mine. Sugar Cube was
one of the 'seed' properties that formed the pre-IPO package. Previous workers
interpreted from the limited geological information that the property could
potentially contain the remnants of a (subparallel, arcuate) greenstone belt.
No field work has been conducted in the reporting period.
The previous work included a helicopter borne magnetic/ VTEM geophysics survey
undertaken in early 2023 which provided insufficient credits to maintain this
entire block through 2023 and into 2024, accordingly after the geophysical
interpretation only the central section was retained.
Figure 22: Interpretation provided by PGW of the EM survey conducted on the
reduced Sugar Cube property.
The survey was successful in so much no obvious remnants of greenstone geology
were evident. However, the central sector of the block which contains
northwest south east orientated structures (elsewhere referred to as 'Harvy
faults' and potential auriferous), merits further work and will be a focus for
a future exploration programme. Other sectors were not apportioned assessment
credits and hence lapsed.
Summary, strategy, and conclusions
In line with FCM's future corporate plans and divestment strategies across the
wider portfolio, it is crucial for the Company to maintain a continuous flow
of high-quality prospects that can grow in value over time. The acquisition of
additional property assets like Kerrs and Quinlan ensures that FCM is
well-positioned for future growth and development.
First Class Metals, through its Canadian subsidiary, controls nine claim
blocks totalling ~230km² in northwest Ontario, Canada. Seven of the nine
blocks are 100% owned. Two claim blocks (North Hemlo and Sunbeam) account for
well over half of the total area.
The four core properties have sufficient assessment credits generated by field
work in 2024, to keep them in good standing through to proposed field work in
2025. The Sugar Cube block is now impaired as a result of the magnetic survey
results. Regardless, FCM holds funds or has conducted the exploration required
to keep all the claims in good standing for the year 2025.
FCM continued its systematic diligent exploration programme covering the
core (North Hemlo, Sunbeam, Kerrs and Zigzag), properties in 2024. The
results were sufficiently encouraging to warrant further follow-up exploration
in the upcoming field season. Particularly successful were the drilling at
Zigzag and the stripping at Sunbeam, and the 'new discovery' on the Dead Otter
trend. However, it must be noted that most properties explored still have
areas requiring prospecting and whilst the cornerstone of the exploration is
gold, FCM contains in its portfolio precious, base (battery) and critical
(lithium) mineral targets.
Whilst the annual commitment to maintain the claims is circa CAD$450,000, this
is not a required spend given that credits from 2023 and 2024 carry over to
the 2025 season and in some instances into 2026. FCM intends to build off the
positive exploration results and progress the exploration of the properties by
drilling where permitting, funding and logistics allow, to a monetising event.
FCM has a business model / strategy to assess, value add and develop the
properties towards either a sale, joint venture, or relinquishment event. It
is currently not the Company's stated aim to become a producer. Priorities
will be geared toward the completion of first-pass exploration (realistically
drilling) of the principal properties in order to fully evaluate the
portfolio, both on the merits of the properties and a ranking process.
The Company's strategy remains on track: to identify potential, value add,
then monetise by JV or by structured sale.
STRATEGIC REPORT
Key Performance Indicators
Financial
· Market Capitalization: £1.713m at 31(st) December 2024
· Share Price: 1.7p
Non-Financial
· Due to the nature of the business of the Group typical non-financial
KPI's (such as customer retention rate, conversion rate, production efficiency
measures etc.) are not applicable to us. Further, while the Group has an
effective ESG policy in place, due to unavailability of data such KPI's could
not be measured and assessed for the relevant time period. For further details
regarding the Group's ESG policy, please see the ESG section of this report.
The principal risks and uncertainties
The principal risks and uncertainties of the Group 1 (#_ftn1) are outlined
below.
A majority of the Group's operating costs will be incurred in US and Canadian
dollars, whilst the Group has raised capital in £ Sterling
The Group will incur exploration costs in US and Canadian Dollars, but it has
raised capital in £ Sterling. Fluctuations in exchange rates of the US Dollar
and Canadian Dollar against £ Sterling may materially affect the Group's
translated results of operations. In addition, given the relatively small size
of the Group, it may not be able to effectively hedge against risks associated
with currency exchange rates at commercially realistic rates. Accordingly, any
significant adverse fluctuations in currency rates could have a material
adverse effect on the Group's business, financial condition and prospects to a
much greater extent than might be expected for a larger enterprise.
Exploration, Development and Operating Risk
Resource exploration and development is a speculative business, characterised
by a number of significant risks including, among other things, unprofitable
efforts resulting not only from the failure to discover mineral deposits but
also from finding mineral deposits that, though present, are insufficient in
quantity and quality to return a profit from production. Exploration and
development work is the Group's sole business activity.
This risk is accentuated where exploration activity is not carried on as an
ancillary activity to a developed business producing operating cash flows from
commercial quantities of saleable material from operational activity which can
be used to mitigate this risk. The marketability of minerals acquired or
discovered by the Group may be affected by numerous factors that are beyond
the control of the Group and that cannot be accurately predicted, such as
market fluctuations, the proximity and capacity of milling facilities, mineral
markets and processing equipment, and such other factors as government
regulations, including regulations relating to royalties, allowable
production, importing and exporting minerals and environmental protection, the
combination of which factors may result in the Group not receiving an adequate
return of investment capital.
The business of exploration for minerals and mining involves a high degree of
risk. Few properties that are explored, even those demonstrating initial
potential, are ultimately developed into producing mines. There is no
assurance that the Group's mineral exploration and development activities will
result in any discoveries of commercial mineral bodies.
The long-term profitability of the Group's operations will in part be directly
related to the costs and success of its exploration and development programs,
which may be affected by a number of factors. In recent years, both metal
prices and publicly traded securities prices have fluctuated widely.
The Group is not currently generating revenue and will not do so in the near
term
The Group is an exploration company and will remain involved in the process of
exploring and assessing its asset base for some time. The Group is unlikely to
generate revenues until such time as it has made a commercially viable
discovery. Given the early stage of the Group's exploration business and even
if a potentially commercially recoverable reserve were to be discovered, there
is a risk that the grade of mineralisation ultimately mined may differ from
that indicated by drilling results and such differences could be material.
Accordingly given the very preliminary stages of the Group's exploration
activity it is not possible to give any assurance that the Group will ever be
capable of generating revenue at the current time.
The Group will need additional financial resources if it moves into commercial
exploitation of any mineral resource that it discovers
Whilst the Group has sufficient financial resources to conduct its planned
exploration activities, meet its committed licence obligations and cover its
general operating costs and overheads for at least 12 months, the Group will
need additional financial resources if it wishes to commercially advance any
mineral resource discovered because of its exploration activity.
The Group has budgets for all near and short-term activities and plans,
however in the longer term the potential for further exploration, development
and production plans and additional initiatives may arise, which have not
currently been identified, and which may require additional financing which
may not be available to the Group when needed, on acceptable terms, or at all.
If the Group is unable to raise additional capital when needed or on suitable
terms, the Group could be forced to delay, reduce, or eliminate its
exploration, development, and production efforts.
The Group is unaware of any further risks that the business of the Group may
be subject to under prevailing market conditions.
Going Concern
As a junior exploration company, the Directors are aware that the Group must
seek funds from the market in the next 12 months to meet its investment and
exploration plans.
The Group's reliance on a successful fundraising presents a material
uncertainty that may cast doubt on the Group's ability to continue to operate
as planned and to pay its liabilities as they fall due for a period not less
than twelve months from the date of this report.
The Group successfully raised £776,500 in the year ended 31 December 2024
through a combination of issuing new shares and sale of properties (McKellar
and Enable). As at the year-end date the Group had total cash reserves of
£221,071 (2023: £140,802).
The Directors are aware of the Group's reliance on fundraising within the next
12 months and the material uncertainty this presents but having reviewed the
Group's working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fundraising is
successful.
Section 172 (1) Statement
The First Class Metals Plc Board is cognisant of its legal duty to act in good
faith and to promote the success of the Group for the benefit of its
shareholders and with regard to the interests of stakeholders and other
factors. These include the likely consequence of any decisions we make in the
long term, the need to foster relationships we have with all of our
stakeholders; the impact our operations have on the environment and local
First Nation communities, and the desire to maintain a reputation for high
standards of business conduct.
The Board takes a long-term approach to creating and realising value for the
shareholders and is aware of the capital and time required in order to develop
a resource projects. All of the Group's key assets are early-stage
exploration.
The Directors, both individually and collectively, believe, in good faith,
that throughout the year and at every meeting of the Board and management when
making every key decision, they have acted to promote the success of the Group
for the benefit of its members as a whole, as required by Section 172 of the
Companies Act 2006, having regard to the stakeholders and matters set out in
section 172(1) of the Companies Act 2006. The Directors' Section 172 Statement
follows.
Section 172 of the Companies Act is contained in the part of the Act which
defines the duties of a director and concerns the "duty to promote the success
of the Company".
Section 172 adopts an 'enlightened shareholder value' approach to the
statutory duties of a company director, so that a director, in fulfilling his
duty to promote the success of the company must act in the way he considers,
in good faith, would be most likely to promote the success of the Company for
the benefit of its members as a whole, and in doing so have regard to other
specified factors insofar as they promote the Company's interests.
The Board of FCM recognises its legal duty to act in good faith and to promote
the success of the Group and the Company for the benefit of its shareholders
and with regard to the interests of stakeholders as a whole and having regard
to other matters set out in Section 172. These include the likely consequences
in the long term of any decisions made; the interest of any employees; the
need to foster relationships with all stakeholders; the impact future
operations may have on the environment and local communities; the desire to
maintain a reputation for high standards of business conduct and the need to
act fairly between members of the Company.
The Board recognises the importance of open and transparent communication with
shareholders and with all stakeholders, including landowners, First Nation
communities, and regional and national authorities. We seek to maximise the
industry's benefits to local communities, while minimising negative impacts to
effectively manage issues of concern to society. Shareholders have the
opportunity to discuss issues and provide feedback at any time.
The application of the Section 172 requirements can be demonstrated in
relation to the Group operations and activities during the past year as
follows.
Having regard to the likely consequences of any decision in the long term
The Group's purpose and vision are set out in the Chairman's Statement and in
this Strategic Report. The Board oversees the Company's strategy and is
committed to the long-term goal of the development of the Ontario exploration
projects. The activities towards that goal are described and discussed in the
Strategic Report. The Board remains mindful that its strategic decisions have
long-term implications for the progression of all these properties, and these
implications are carefully assessed.
Having regard to the need to foster the Group's business relationships with
others
The Group operates as a mineral exploration business, without any regular
income and is entirely dependent upon new investment from the financial
markets for its continued operation. The Board values the benefits of
maintaining strong relationships with key partners, contractors, and
consultants. This is discussed in more detail elsewhere in this Strategic
Report.
Having regard to the interests of the Group employees
The Group currently has no full-time employees and is managed by its directors
and a small number of associates and subcontract staff. The Board takes steps
to ensure that the suggestions, views, and interests of the Group's personnel
are considered in decision-making.
Having regard to the desirability of the Company maintaining a reputation for
high standards of business conduct
The Board is committed to high standards of corporate governance, integrity,
and social responsibility and to managing the Company in an honest and ethical
manner, as further discussed in the Corporate Governance Report. The Directors
strive to apply ethical business practices and conduct themselves in a
responsible and transparent manner with the goal of ensuring that FCM
maintains a reputation for high standards of business conduct and good
governance.
Having regard to the impact of the Company's operations on the community and
the environment
The Board takes a broad range of stakeholder considerations into account when
making decisions and gives careful consideration to any potential impacts on
the local community and the environment. The Board strives to maintain good
relations with the local community, especially with the First Nations peoples
of Ontario.
We recognise the safety and well-being of our employees, local communities,
and other stakeholders as a non-negotiable priority. Our commitment to high
environmental, social and governance (ESG) standards is central to maintaining
our license to operate, to create value for all stakeholders and to ensure
commercial success. Our operations are guided by an acute awareness of the
role we play as a company in meeting the UN's Sustainable Development Goals
(SDGs), including the critical role of strategic minerals in supporting global
climate action and complementing resource development in Canada.
As a result, ESG is at the centre of everything the Group undertakes. The
Group is dedicated to exploring for precious and battery/base metals in a
socially and environmentally responsible way in an industry that will play an
essential role in the transition to a lower-carbon economy through
underpinning the supply chain for sustainable battery and electric vehicle
manufacturing as well as other industrial growth in Canada.
In this way, the Group aims to play an important role in helping Canada meet
its emissions reduction targets. FCM aims to comply with all relevant UK and
Canadian standards, as well as accepted international guidelines, including
strict adherence to the health, safety and environmental standards and
regulations, as well as the applicable elements of the Equator Principles. The
Group will also endeavour to provide stakeholders with clear insights into our
operations to increase assurance regarding the ESG and health and safety
aspects of our business.
Our policy consists of five pillars:
1) responsible stewardship,
2) strong partner for local communities (First Nations),
3) an enabler of energy transition,
4) ensuring safe workplaces and operations, and
5) strong governance and an inclusive culture.
Our broad commitments are outlined below. Throughout all operations and our
activities, we aim to:
· Play a positive and critical role in the green energy transition.
· Operate in an environmentally responsible manner.
· Promote diversity Inclusion and equality.
Our full ESG report is available on our website.
Greenhouse Gas (GHG) Emissions
The Company is aware that it needs to measure its operational carbon footprint
in order to limit and control its environmental impact. The extent to which
these activities together with the Group's administrative and management
functions result in greenhouse gas emissions is impracticable to estimate and,
in any event, less than the amount reportable under the Energy and Carbon
Regulations 2018. Additionally, the Company will only measure the impact of
its direct activities, as the full impact of the entire supply chain of its
suppliers cannot be measured practically.
Board, Shares and Related Parties
Having regard to the need to act fairly as between members of the Group, the
Group has only one class of share in issue and all shareholders benefit from
the same rights, as set out in the Articles of Association, and as required by
the Companies Act 2006. Since the IPO a Shareholder Agreement has been in
place with Power Metal Resources PLC, the largest shareholder, which provides
that FCM will maintain an independent Board and any transactions between Power
Metal Resources and FCM will be at an arm's length basis. The Board recognises
its legal and regulatory duties and does not take any decisions or actions,
such as selectively disclosing confidential or inside information, that would
provide any shareholder with any unfair advantage or position compared to the
shareholders as a whole.
TCFD Compliance Statement
CLIMATE RELATED FINANCIAL DISCLOSURES
Introduction
The Board recognises that transparency regarding climate-related risks and
opportunities is critical to maintaining the trust of our stakeholders and
allows our investors to understand the implications of the Group's activities
on climate change. The Board's consideration of key environmental risks is
included under the principal risks and uncertainties section of the Director's
Report. The Board also presents the following synthesis of its adoption of the
recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD), structured into four sections: Governance, Risk Management, Strategy
and Metrics and Targets.
Governance
The Board recognise that operating responsibly, which includes minimizing the
environmental impact of our operations, is fundamental to the long-term
success of the Group. We believe building a better future involves embedding
climate awareness throughout our organisation, starting at the top.
The Board oversees the management of specific risks and opportunities,
including climate-related risks and opportunities. The senior management team
provides regular updates to our Board on their activities, and, in addition,
the Board reviews the risks associated with the Group's operations throughout
the year.
Risk Management
The Board recognises that climate change risk is a global issue that may
impact how we run our business, both today and in the future. As such, we
continue to look for ways to improve our understanding of climate-related
risks. However, although the impact of climate change is extremely low at this
stage in the Group's development, we are conscious that "doing nothing" isn't
an acceptable response to the impact climate change may have on the business
in the future. We are therefore working to integrate climate risk variables
into our overall risk management process and establish formal
multi-disciplinary processes.
Strategy
The Group operates from a corporate head office in the UK but holds metal
exploration assets in Ontario, Canada. The nature of these assets includes
early-stage exploration with limited invasive impact. The Board is conscious
of the inherent environmental risks associated with metals exploration.
However, the Board actively encourages its contractors to operate within
international environmental guidelines and to perform its activities using the
most up-to-date equipment.
Metrics & Targets
The Board is committed to reducing its impact on the environment in all
aspects of its business activities in which it operates. The Board engages
with all its key stakeholders and partners and encourages the reduction of CO2
emissions throughout the value chain to promote an environment that actively
strives towards achieving 'net zero' by 2035. However, at this stage in the
Group's development there are no formal metrics or targets to measure the
Group's emissions against, but the Board continues to review the need to
implement metrics & targets.
This report is approved by the Board on April 30, 2025 and signed on its behalf by:
Marc J. Sale
CEO
CORPORATE GOVERNANCE REPORT
Introduction
The Company is considered as a 'small cap' company listed on the main market
of the London Stock Exchange. It has a board of directors consisting of 3
directors. Of these directors, 1 is considered as an Executive director and 2
are considered Independent Non-Executive Directors. James Knowles, the
Executive Chairman, is the only full-time employee of the Company. In order to
meet its work-related requirements, the company hires contractors on a
periodic basis as and when the need arises.
Considering the small size of the Company, the Board believes that it can
perform a majority of the functions required by it or through its direct
supervision. The Company has two committees: the Audit Committee and the
Remuneration Committee which are constituted mainly by two Independent
Non-Executive Directors.
Further information on the Boards administrative and management along with
information about each of the two Board committees and its composition,
function as well as their respective activities for the year 2024 can be found
below in this Corporate Governance Report.
Chairman's Statement
First Class Metals seeks to operate with a high degree of good corporate
governance practices at its core. Corporate governance refers to the set of
processes, policies, and procedures that are in place to ensure that a company
operates in a responsible and ethical manner. This includes everything from
financial oversight to the way that we interact with our employees, and other
stakeholders.
Effective corporate governance is crucial to the long-term success of our
Company. By maintaining high standards of transparency, accountability, and
ethical behaviour, we can build trust with our stakeholders and create a
strong foundation for sustainable growth.
To that end, we have established a comprehensive framework for corporate
governance that covers all aspects of our operations. This includes a clear
code of conduct for all employees (currently just the directors), regular
audits and assessments of our financial and operational performance, and
robust systems for risk management and compliance.
We believe that our commitment to corporate governance is a key differentiator
for our Company, and we will continue to invest in this area to ensure that we
maintain the highest standards of integrity and ethical behaviour in all that
we do.
The Chairman takes the lead in ensuring that the various facets of the Company
are functioning in an ethical way compliant with best practices in the
industry. Under the leadership of the Chairman the Company has policies in
place in order to ensure effective corporate governance. These policies are
reviewed annually. They include:
The Board aims to lead by example and do what is in the best interest of the
Company. We operate in remote and developing areas and ensure our employees
and contractors understand their obligations towards the environment and in
respect of anti-bribery and corruption. Regular calls with senior employees
serve to refresh and re-iterate the Company's ethical standards as they apply
to the operational issues that are discussed on that call. All employees are
informed of responsibilities with regard to anti-bribery and anti-corruption
when they join the Company. Contracts with suppliers also reflect these
requirements. Employees are required to treat each other with respect and to
not tolerate any form of discrimination.
Anti-Bribery Policy
The anti-bribery policy of the Company aims to ensure that the Company and its
employees, agents, and business partners comply with all relevant anti-bribery
laws and regulations. The policy prohibits any form of bribery, including
giving, offering, promising, or receiving bribes, and outlines the procedures
for reporting and investigating any suspected violations of the policy. The
policy also emphasizes the importance of due diligence in the selection and
monitoring of business partners, and provides guidance on gifts, hospitality,
and donations. The Company's commitment to anti-bribery measures is often
reinforced by training, regular risk assessments, and reviews of the policy's
effectiveness.
Whistle Blower Policy
The whistle-blower policy of the Company is designed to encourage employees
and others to report any suspected wrongdoing, including illegal or unethical
activities, without fear of retaliation. The policy outlines the procedures
for reporting such concerns, including options for confidential reporting, and
ensures that all reports will be investigated in a fair and objective manner.
The policy also emphasizes the Company's commitment to protecting the
confidentiality of whistle-blowers and to taking appropriate action against
any retaliation. The Company typically provides training and guidance to its
employees and other stakeholders to promote awareness of the policy and its
importance.
Environmental, Social, and Governance (ESG) Policy
The ESG policy of the Company outlines its commitment to environmental,
social, and governance principles and its approach to managing ESG risks and
opportunities. The policy covers a range of issues, including climate change,
energy use, human rights, labour standards, and board diversity. The Company
sets targets and measures its performance against relevant ESG standards and
integrates ESG considerations into its decision-making processes. The Company
also engages with stakeholders, including investors, suppliers, and
communities, to promote transparency and accountability, and to identify and
address emerging ESG issues. The Company's ESG policy demonstrates its
commitment to responsible and sustainable business practices, which can
contribute to long-term value creation and resilience.
Equality and Diversity Policy
The Board is committed to our equality, diversity and inclusion policies. The
Company actively promotes equality, diversity and inclusion, and proactively
removes and addresses any activities or behaviours that may jeopardise this
policy.
The Company aims to create an environment where all stakeholders can work
harmoniously, feel valued, appreciated, and included, irrespective of race
ethnicity, culture, gender, skin colour, sexual orientation, marital status,
religion, disability, ability, educational background, family background,
political background, health or representative of any community.
The Company is an equal opportunity employer, which allows equal opportunity
for employment and progression in the organisation on the basis of ability,
qualifications, and aptitude for the work. Every employee shall be treated
equally and have the right to a harmonious work environment where an
individual is treated fairly and with dignity and respect.
The Board are committed to equality, diversity, and inclusion. While is no
formal diversity policy in place due to the current size of the Group, the
Directors remain committed to diversity among our staff and leadership team,
and this is revisited each year. The Company actively promotes equality,
diversity, and inclusion, and proactively removes and address any activities
or behaviours that may jeopardise this commitment. The Company aims to create
an environment where all stakeholders can work harmoniously, feel valued,
appreciated, and included, irrespective of race, ethnicity, culture, gender,
skin colour, sexual orientation, marital status, religion, disability,
ability, education background, family background, political background, health
or representative of any community.
Compliance with the Quoted Company Alliance Code
In addition to the above, although the Company is not required to comply with
the UK Code of Corporate Governance because the Company does not have a
Premium listing, compliance with the Quoted Company Alliance Code is being
undertaken on a voluntary basis to the extent it is considered appropriate
considering the size of the Group. In specific, the Group has adopted and
complies with the following principles:
Principle One: Establish a strategy and business model which promote long-term
value for shareholders.
The Board implements a well-defined strategy that aims at securing long-term
growth for the shareholders. The details of the same can be found in the
Strategic Report.
Principle Two: Seek to understand and meet shareholder needs and expectations.
The Board is committed to maintaining good communications with its
shareholders and with investors with a view to understanding their needs and
expectations. The Board and, in particular, the Chairman, maintain close
contact with many of the shareholders.
All shareholders are encouraged to attend the Company's Annual General
Meetings where they can meet and directly communicate with the Board.
The Company publishes an Annual Report, Financial Statements, and Interim
Results. All of which are available at the Company's website. The Company also
provides regular regulatory announcements and business updates through the
Regulatory News Service (RNS) and copies of such announcements are posted to
the Company's website.
Shareholders and investors also have access to information on the Group
through the Company's website, www.firstclassmetalsplc.com
(http://www.firstclassmetalsplc.com/) which is updated on a regular basis, and
which also includes the latest corporate presentation of the Company.
Principle Three: Take into account wider stakeholder and social
responsibilities and their implications for long-term success.
The Company will engage positively and seek to develop close relationships
with local communities, regulatory authorities and stakeholders which are in
close proximity to or connected with its overseas operations and where
appropriate the Board will take steps to safeguard the interests of such
stakeholders.
The Board has adopted detailed ESG, Equality and Diversity, Anti-Bribery and
Whistle-blower policies. The Board plans, in due course, to adopt further
appropriate policies to ensure that the Group's activities are compliant with
best industry practices.
Principle Four: Embed effective risk management, considering both
opportunities and threats, throughout the organisation.
The Board regularly reviews its business strategy and, in particular,
identifies and evaluates the risks and uncertainties which the Group is or
may be exposed to. As a result of such reviews, the Board will take steps to
manage risks or seek to remove or reduce the Group's exposure to them as much
as possible.
The risks and uncertainties to which the Group is exposed at present and in
the foreseeable future are detailed in Principal Risks and Uncertainties in
the Strategic Report.
The Company has a system of financial controls and reporting procedures in
place which are considered to be appropriate given the size and structure of
the Group.
Principle Five: Maintain the Board as a well-functioning, balanced team led by
the Chairman.
James Knowles, the Executive Chairman, leads the Board and is responsible for
the effective performance of the Board through control of the Board's agendas
and the running of its meetings. James Knowles, in his capacity as Executive
Chairman, also has overall responsibility for the corporate governance of the
Company. James Knowles takes an active part in the day-to-day corporate
aspects of the Company. The day-to-day operational running of the Group is
delegated to Marc Sale, the Chief Executive Officer.
The Board holds Board meetings periodically, and at least four times a year,
as issues arise which require the attention of the Board. Prior to such
meetings, the Board's members receive an appropriate agenda and relevant
information and reports for consideration on all significant strategic,
operational and financial matters and other business and investment matters
which may be discussed and considered.
The Board is supported by the Remuneration and Audit Committees, details of
which are set out on below.
Principle Six: Ensure that between them the directors have the necessary up to
date experience, skills and capabilities.
The Directors' qualifications and experience are set out on in the Directors'
Report. The Board believes that the current balance of sector, technical,
financial, operational and public markets skills and experience which its
members have is appropriate for the current size and stage of development of
the Company. The Company Secretary provides advice and guidance, as required,
to the Board on regulatory matters, assisted by the Company's lawyers. The
Directors seek to keep their skills up to date through continuing professional
development and attending relevant courses. Directors from a technical
discipline are encouraged to maintain professional accreditation.
Principle Seven: Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement.
The Board's performance is reviewed and considered in the light of the
progress and achievements against the Group's long-term strategy and its
strategic objectives. However, given the size and nature of the Group, the
Board does not consider it appropriate to have a formal performance evaluation
procedure in place. The Board will closely monitor the situation as required.
Principle Eight: Promote a corporate culture that is based on ethical values
and behaviours.
The Company has established corporate governance arrangements which the Board
believes are appropriate for the current size and stage of development of the
Company.
The Company has adopted a number of policies applicable to directors,
officers and employees and, in some cases, to suppliers and contractors as
well, which, in addition to the Company's corporate governance arrangements
set out above, are designed to provide the Company with a positive corporate
culture. Details of the Board's Policies can be found within this Corporate
Governance Report.
Principle Nine: Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board.
Whilst the Board has overall responsibility for all aspects of the business,
James Knowles, the Executive Chairman, is responsible for overseeing the
running of the Board and ensuring that Board focuses on and agrees with the
Group's long-term direction and its business strategy and reviews and monitors
the general performance of the Group in implementing its strategic objectives.
The Board has established the Remuneration Committee and the Audit Committee
with formally delegated duties and responsibilities. Further, the Board will
have a Nomination Committee in place in the coming months.
This Corporate Governance Statement will be reviewed at least annually to
ensure that the Company's corporate governance framework evolves in line with
the Company's strategy and business plan.
Principle Ten: Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders.
The Company's approach to communication with shareholders and others is set
out under Principles 2 and 3 above.
Leadership of the Board
The Board comprised of 1 Executive Directors and 2 Non-Executive Directors.
The Board is charged with the leadership of the Company and to ensure its long
terms success. The key responsibilities of the Board include:
Strategy and Planning
The Board is responsible for setting the Company's long-term strategy and
goals.
Risk Management
The Board identifies and assesses the risks associated with the Company's
operations, including financial, legal, and reputational risks.
Financial Oversight
The Board oversees the Company's financial operations, including budgeting,
financial reporting, and auditing.
Corporate Governance
The Board ensures that the Company follows good corporate governance
practices, including transparency, accountability, and ethical behaviour.
Stakeholder Management
The Board considers the interests of all stakeholders, including shareholders,
employees, suppliers, and the community and ensures that the Company's
operations are sustainable and socially responsible.
Monitoring Performance
The Board monitors the Company's performance against its goals and strategy.
It regularly reviews the Company's financial and non-financial performance and
makes necessary adjustments to ensure the Company is meeting its objectives.
Division of Responsibilities
The Board has defined the responsibilities of the Chairman, and the CEO as
follows:
James Knowles, Chairman: The Chairman is primarily responsible for leading the
Board and providing direction for the organisation. The Chairman is
responsible for leading meetings, facilitating effective communication between
members of the Company, setting goals and strategies for the organisation, and
ensuring accountability. He is also directly involved in assisting the CEO on
day-to-day matters
Marc Sale, CEO: The CEO is responsible for the day to day running of the
Company and reports to the Board in which role he is supported by the
Chairman.
Independent Non-Executive Directors
Independent non-executive directors (INEDs) play a crucial role in corporate
governance by bringing an objective and independent perspective to the
boardroom. Their primary responsibility is to act in the best interest of the
Company and its stakeholders by providing oversight, guidance, and strategic
input to the board.
The role of the independent Non-Executive Directors is as follows:
• Provide independent oversight: INEDs are responsible for
providing an objective and independent perspective on the Company's activities
and performance. They scrutinize the Board's decisions and ensure that the
Company is complying with legal and regulatory requirements.
• Monitor and advise on risk management: INEDs monitor the
Company's risk management policies and procedures and advise the Board on
potential risks and their mitigation strategies.
• Review and challenge management decisions: INEDs review and
challenge management decisions to ensure that they are aligned with the
Company's strategic goals and do not pose any risks to the Company's
reputation or financial stability.
• Provide strategic guidance: INEDs bring their expertise and
experience to the Board and provide strategic guidance on matters such as
mergers and acquisitions, capital allocation, and corporate social
responsibility.
• Represent the interests of stakeholders: INEDs represent the
interests of all stakeholders, including shareholders, employees, customers,
and suppliers, and ensure that their views are taken into account when making
decisions.
Andrew Williamson and Marc Bamber are considered to be INEDs of the Company.
Board Support, Meeting, and Attendance
The Board and its Committees meet regularly on scheduled dates. In leading and
controlling the Company, the Directors are expected to attend all meetings and
their attendance for the financial year 2023 is shown in the Directors' Report
section of this Annual report.
The Company Secretary plays a vital role in ensuring good governance,
assisting the Chairman. Procedures are in place for distributing meeting
agendas and reports so that they are received in good time, with the
appropriate information. Ahead of each Board meeting, the Directors each
receive reports which include updates on strategy, finance, including
management accounts, operations, commercial activities, business development,
risk management, legal and regulatory, people and infrastructure and on
investor relations. The Directors may have access to independent professional
advice, where needed, at the Company's expense.
Board Induction, Training and Development
New Directors are provided with a full and tailored induction in order to
introduce them to the business and management of the Company. Throughout their
tenure, Directors are given access to the Company's operations and personnel,
and receive updates on relevant issues as appropriate, taking into account
their individual qualifications and experience. This allows the Directors to
function effectively with appropriate knowledge of the Company.
The Board is satisfied that each Director has sufficient time to devote to
discharging his responsibilities as a Director of the Company.
Re-Election of Directors
All Directors are put forward for re-election on a three-year basis as is
required by the Company's Articles of Association. The composition of the
Board is provided above.
Board Committees
The Board has delegated and empowered two Committees: An Audit Committee and a
Remuneration Committee.
The Company has thus far not formed a Nomination Committee due to the size of
its Board. However, various discussions are progressing, and the Company aims
to have a Nomination Committee in place with Terms of Reference for its
operation in the forthcoming months.
Each Committee has written terms of reference set by the Board, which are
reviewed annually. The Chair of each committee reports to the Board on the
activities of and determinations of such committee. A summary of each
Committee's responsibilities and the work done during the year follows.
Audit Committee Report
Composition of the Audit Committee
The Audit Committee comprises of Marc Bamber (Chair of the committee), James
Knowles and Andrew Williamson. The Board considers all members of this
committee to have the appropriate skills and expertise. See Director
biographies in the Directors' report.
The appointments to the Audit Committee are made by the Board. Only members of
the committee have the right to attend these meetings, however the Executive
Directors or senior financial members of the Company may be invited by the
Committee in order to provide their opinion as required. The external auditor
may also attend the meetings and discuss as required the planning and
conclusions of their work. The committee also calls upon information from
management and consults with the external auditor if required.
The committee meets at least twice a year directly linked to the Company's
half year and full year results. It further meets as required.
Operation of the Committee
The Audit Committee periodically reviews and updates the Terms of Reference in
order to conform to best practices. These are subject to Board approval.
The Committee works to a planned programme of activities, which are focused on
key events in the annual financial reporting cycle and other matters that are
considered in accordance with its Terms of Reference.
The Committee operates within terms of reference approved by the Board,
including:
• Considering the appointment of external
auditors.
• Reviewing relationship with external auditors.
• Reviewing financial reporting and internal
control procedures.
• Reviewing the consistency of accounting
policies.
An important part of the role of the Audit Committee is its responsibility for
reviewing the effectiveness of the Company's financial reporting, internal
control policies, and procedures for the identification, assessment and
reporting of risk.
The Directors are responsible for internal control in the Company and for
reviewing effectiveness. Due to the size of the Company, all key decisions are
made by the Board. The Directors have reviewed the effectiveness of the
Company's systems during the period under review and consider that there have
been no material losses, contingencies, or uncertainties due to weaknesses in
the controls. A key governance requirement of the Company's financial
statements is for the report and accounts to be fair, balanced, and
understandable. The coordination and review of the Company wide input into the
Annual Report is a sizeable exercise performed within an exacting time frame.
It runs alongside the formal audit process undertaken by external auditors and
is designed to arrive at a position where initially the Committee, and then
the Board, is satisfied with the overall fairness, balance, and clarity of the
document.
An essential part of the integrity of the financial statements are the key
assumptions and estimates or judgements that have to be made. The Committee
reviews key judgements prior to publication of the financial statements at the
full and half year, as well as considering significant issues throughout the
year. In particular, this includes reviewing any materially subjective
assumptions within the Group's activities. The Committee reviewed and was
satisfied that the judgements exercised by management on material items
contained within the Annual Report were reasonable and that there were no
significant issues that needed to be addressed in relation to the financial
statements. The key assumptions and estimates or judgements that have been
used in preparing these financial statements are set out in note 3 to the
accounts.
Internal financial control
Financial controls have been established to maintain proper accounting records
and to provide reliable financial information for internal use. Key financial
controls include:
• The maintenance of proper records;
• A schedule of matters reserved for the
approval of the Board;
• Evaluation, approval procedures and risk
assessment for acquisitions; and
• Close involvement of the Executive Directors
in the day-to-day operational matters of the Group.
The Directors are responsible for the Group's methods of internal control. The
Group's risk management protocols and internal control methods are designed to
reduce risk associated with the business of the Group and achieve its
strategic objectives. The Group has established procedures of internal control
that are considered adequate for a business of the size of the group.
The Directors are responsible for internal control in the Group and for
reviewing effectiveness. Due to the size of the Company, all key decisions are
made by the Board. The Directors have reviewed the effectiveness of the
Company's systems during the period under review and consider that there have
been no material losses, contingencies, or uncertainties due to weaknesses in
the controls.
Audit, Risk and Internal Control
The Audit Committee did not face any significant issues in relation to the
preparation of the financial statements. The financial accounts were prepared
by the Company with the assistance of Aventus Partners and was audited by RPG.
Marc Bamber
Audit Committee Chairman
30 April 2024
Remuneration Report
Composition of the Remuneration Committee
The Remuneration Committee for the reporting period comprised of Andrew
Williamson (Chair of the Committee), Marc Sale (CEO), and Marc Bamber.
Role of the Remuneration Committee
The Remuneration Committee's function includes ascertaining the policy and
amount of the remuneration of the Executive Directors and other executives
including bonuses, incentive payments and share options.
Remuneration Policy
The Remuneration Committee is committed to ensuring that the Company's key
executive team is incentivised to drive sustainable earnings growth and
returns to shareholders, thereby creating a genuinely strong alignment of
interests between management and investors. The Company's remuneration policy
aims to provide its members with a competitive market aligned remuneration
package to reward their performance and deliver value for shareholders.
Remuneration packages are aligned against to that of similar organisations in
the sector.
Remuneration policy is designed to ensure that it attracts, retains, and
motivates the executive members of the Company for the long term. The basic
structure of a remuneration package consists of a basic salary, an annual
bonus plan and a pension plan.
The remuneration policy is based on the following principles:
1. Fairness and equity: The remuneration should be fair and equitable,
ensuring that employees receive compensation that is commensurate with their
skills, experience, and performance.
2. Transparency: The remuneration policy should be transparent, ensuring
that employees understand how their compensation is determined, including the
criteria used for performance evaluation and promotion. As a public Company,
an effective measure used to evaluate performance is the prevailing market
price of the Company's stock and its performance over various time periods.
3. Competitive compensation: The policy aims to offer compensation that is
competitive with industry standards, allowing the Company to attract and
retain top talent.
4. Incentives for performance: The policy includes incentives for high
performance, such as bonuses or other forms of variable pay, to motivate
employees to achieve their goals and objectives.
5. Flexibility: The policy is flexible, allowing for adjustments to
compensation based on changes in market conditions, industry trends, and
individual employee performance.
6. Regular review: The policy is regularly reviewed and updated to ensure
it remains effective and relevant to changing organisational needs and market
conditions.
7.
Remuneration of Directors
The remuneration policy and packages of the Directors were duly covered in
detail in the Annual Report 2023 and approved at the Annual General meeting of
the Company held on July 16, 2024. Further, details of the same will be
submitted to the general body of the shareholders at the forthcoming Annual
General Meeting of the Company.
a. Remuneration of Executive Directors
During the year, the Executive Directors received a basic salary and benefits
as set out in the table below.
b. Remuneration of Non-Executive Directors
The remuneration of the Non-Executive Directors is set by the Board. They
attend meeting of the Board of the Company as well as perform their functions
in the various Board committees.
Directors Remuneration Report
Summary
Salary Fees Pension Total
£ £ £ £
MBamber 33,750 15,750 - 49,500
JKnowles 115,964 - - 115,964
MSale 50,700 111,116 18,000 179,866
AWilliamson - 39,315 - 39,315
Carlos Espinosa - 6,857 - 6,857
200,414 173,088 18,000 391,502
Notes:
1. Marc Sale's company Specialist Exploration Services Scotland Limited
("SES") was paid a total of £111,116 during the year. These payments include
travel/accommodation & out of pocket expenses incurred through the period
by SES on behalf of First Class Metals PLC amounting to £15,011.
2. Bonus Payments totalling £75,000 of: £30,000 to James Knowles,
£30,000 to Marc Sale, £10,000 to Marc Bamber and £5,000 to Andrew
Williamson have been awarded in 2024 but not yet paid.
Company Pension Scheme
As of 31 December 2024, the Company has a pension plan in place which the
Directors may opt in to whereupon the Company will pay contributions in
relation to their remuneration. Thus far, only Marc Sale has opted in and
contributed a sum of £18,000 into a private pension scheme. The Company has
not paid out any further excess retirement benefits to any other Directors.
Service Contracts
The Company has entered into service contracts with each of its directors.
These contracts are on an ongoing basis with the Executive Directors and
includes a one month notice period in case of termination. The contracts with
the INED's are on a three-year basis with an option to renew upon mutual
agreement.
The Company entered into a consultancy agreement with Specialist Exploration
Services (Scotland) Limited (SES) on 1 March 2022 (SES Consultancy Agreement),
pursuant to which SES agreed to provide certain consultancy services to the
Company.
SES is a company owned by Marc Sale. The engagement commenced with effect from
1 March 2022 and shall continue unless terminated as provided for in the SES
Consultancy Agreement or on the giving of not less than four weeks' prior
written notice by either party. The engagement is for a minimum commitment of
at least 10 days per month with such additional time, if any, as may be
necessary for their proper performance of the services.
The Company has entered into an agreement for services with Vrynwy Limited on
October 12, 2023. Vrynwy Limited has appointed Andrew Williamson as an INED of
the Company. The agreement has a term of three years. The agreement may be
terminated by either party by giving one month's notice to the other. The
agreement is subject to the Company's articles of association as may be
amended from time to time. Copies of the letters of appointments and service
contracts awarded to Directors are kept at the registered office of the
Company for inspection.
Directors' interest in shares
% of total capital issued
Number of Shares
Holder
James Knowles(1) 449,257 0.02%
Marc Bamber 377,965 0.46%
Andrew Williamson - -
Notes:
1. James Knowles has loaned First Class Metals PLC 9,500,001 Ordinary Shares
to be repaid by issue of that number of Ordinary Shares of £1 each at Second
Admission. This has been reflected in the equity reserve.
One meeting of the committee was held in March 2024 in order to evaluate and
recommend suitable bonuses and pay increases to reward the efforts made by
various members of the Company. A further meeting was held in November 2024 in
order to assess the performance of the various personnel of the Company.
Consideration of shareholder views
The Remuneration Committee considers shareholder feedback received and
guidance from shareholder bodies. This feedback, plus any additional feedback
received from time to time, is considered as part of the Company's periodic
reviews of its policy on remuneration.
UK 10-year performance graph
The directors have considered the requirement for a UK 10-year performance
graph comparing the Group's Total Shareholder Return with that of a comparable
indicator. The directors do not currently consider that including the graph
will be meaningful because the Company has only been listed since July 2022,
is not paying dividends and is currently incurring losses as it gains scale.
The directors therefore do not consider the inclusion of this graph to be
useful to shareholders at the current time. The directors will review the
inclusion of this table for future reports.
UK 10-year CEO table and UK percentage change table
The directors have considered the requirement for a UK 10-year CEO table and
UK percentage change table. The directors do not currently consider that
including these tables would be meaningful because, as described under the
Directors' Service Contracts section above directors have been engaged in the
Company only since July 2022. The directors will review the inclusion of this
table for future reports.
Relative importance of spend on pay
The Directors have considered the requirement to present information on the
relative importance of spend on pay compared to shareholder dividends paid.
Given that the Company does not currently pay dividends the directors have not
considered it necessary to include such information.
Policy for new appointments
Base salary levels will take into account market data for the relevant role,
internal relativities, the individual's experience, and their current base
salary. Where an individual is recruited at below market norms, they may be
re-aligned over time (e.g. two to three years), subject to performance in the
role. Benefits will generally be in accordance with the approved policy.
For external and internal appointments, the Committee may agree that the
Company will meet certain relocation and/or incidental expenses as
appropriate.
Policy on payment for loss of office
Payment for loss of office would be determined by the Remuneration Committee,
taking into account contractual obligations.
Andrew Williamson
Remuneration Committee Chairman
April 30 2025
DIRECTORS' REPORT
The Directors present their report together with the audited financial
statements for the year ended 31 December 2024.
A review of the business and principal risks and uncertainties has been
included in the Strategic Report.
Principal Activity
The principal activities of the Company during the period were the acquisition
and the exploration and development of its assets. Successful acquisitions
have been completed in 2024 and more details can be found in the Chairman's
Statement.
Dividends
No dividend has been paid during the year, nor do the Directors recommend the
payment of a final dividend (2023: £nil).
Directors
The Directors who served during the year and up to the date hereof were as
follows:
Date of appointment Date of resignation
Marc Sale 16 June 2022 03 March 2025
James Knowles 26 January 2021 -
Andrew Williamson 15 October 2023 -
Marc Bamber 29 July 2022 -
Ayub Bodi 26 January 2021 02 February 2024
David Webster 03 March 2025 31 March 2025
Directors' Indemnity Provisions
The Company has implemented Directors and Officers Liability Indemnity
insurance.
Donations
The Company made no political donations during the year (2023: £nil).
Share Capital
First Class Metals Plc is incorporated as a public limited company and is
registered in England and Wales with the registered number 13158545. The
Company has one class of Ordinary Share, and all shares have equal voting
rights and rank pari passu for the distribution of dividends and repayment of
capital.
Substantial Shareholdings
Details of changes in share capital during the year are detailed in note 17 to
the financial statements. On 31 December 2024 shareholders may be analysed as
follows:
Major Shareholders
Shareholder As at the 31(st) December 2024 % of issued ordinary share capital As at the date of this document % of issued ordinary share capital
Number of Ordinary Shares
Number of Ordinary Shares
Power Metal Resources Plc and Power Metals Canada 19,033,802 18.9% 19,033,802 9.9%
James Peter Knowles¹ 449,257 0.4% 449,257 0.2%
Ayub Bodi 4,153,924 4.1% 10,149,256 5.3%
James Goozee 10,100,000 10.0% 10,100,000 5.3%
Asif Bodi 3,644,667 3.6% 3,644,667 1.9%
Afzal Valli 3,599,635 3.6% 3,599,635 1.9%
Graeme Paton 5,400,000 5.4% 5,400,000 2.8%
Lee Scott 2,948,344 2.9% 2,948,344 1.5%
OnGold Investment Corp. - 0.0% 5,882,353 3.1%
The Seventy Ninth Group Limited - 0.0% 78,552,084 41.0%
Notes:
1. James Peter Knowles has loaned First Class Metals PLC 9,500,001 Ordinary
Shares to be repaid at Second Admission.
Board of Directors
The Board currently consists of one executive Directors & two independent
non-executive Directors. It met regularly throughout 2024 to discuss key
issues and to monitor the Company's overall performance. All matters and
committees, such as Remuneration and Audit are considered by this Board.
James Knowles
Executive Chairman
A corporate professional who has enjoyed a twenty-five-year career in the
financial sector, James is primarily focused on debt funding for Real Estate
projects, most recently for Barclays Bank PLC. James is a seasoned resource
company investor and has consulted to several London and Canadian junior
listed resource companies on investor relations, public relations, and social
media marketing activities.
Marc Sale
Chief Executive Officer
A corporate professional who has specialised in natural resources,
specifically precious and base metals, with a focus on gold, for over 25
years. Marc has worked on project assessment, exploration, and development in
Africa, the Americas, Europe, and Australasia. He has held Technical
Directorships for several listed and private companies, including Brancote
PLC, Landore Resources PLC, Gold Mines of Sardinia, and Patagonia Gold. As a
'Competent Person' he is accomplished in the preparation of Company reports
and overseeing JORC/NI43-101 reporting as well as delivery of presentations to
investors, institutions, and shareholders.
Andrew Williamson
Non-Executive Director
Andrew qualified as a lawyer in 1990 and has worked in the corporate field
throughout his career. As a corporate partner, he advised on corporate and
capital market transactions, both debt and equity. He has substantial
experience of listings on the major stock markets around the world. He also
has extensive experience of public and private corporate transactions and the
creation of domestic and international investment funds. A former
institutional corporate stockbroker, nomad, and sponsor to the Full List, he
is known to use his extensive commercial experience to assist his clients with
their legal issues. He has been recognized as a recommended lawyer by legal
500 in the private acquisition and merger (sub £100m) category and in the
debt capital market category.
Marc Bamber
Non-Executive Director
A Global Corporate Financier, with over 20 years of experience in the hedge
fund sector, capital markets, private and institutional Investments, investor
comms, and marketing. Marc was a core member of the multiple award-winning RAB
Special Situations Fund that delivered net returns of 50x to investors with
circa. US$2.8Bn in Assets Under Management (AUM) in just under five years.
Marc is very active in the international markets and works with a number of
Toronto and London-listed companies in senior management roles.
Ayub Bodi
Executive Director
Ayub Bodi was resigned as a Director of the Company on February 02, 2024.
David Webster
Non-Executive Director
David Webster was appointed to the Board on March 03, 2025 and resigned on
March 31, 2025.
Directors' powers
As set out in the Company's Articles of Association, the business of the
Company is managed by the Board which may exercise all powers of the Company.
Directors' Remuneration
A total of £391,502 was paid as remuneration to Directors for the year ended
December 31, 2024. The remuneration of the Directors will further be put to
the approval of the shareholders at the forthcoming Annual General Meeting of
the Company
Board Activities
The Board has determined that the Company will have a minimum of four Board
Meetings, one Audit Committee Meetings and two Remuneration Committee Meetings
each year. Due to necessary circumstances, the Board held a total of 10
meetings during the year 2024. The meeting of the Audit Committee was held on
26 March 2024 and 08 May 2024, and the meetings of the Remuneration Committee
was held on 26 March 2024 and November 19, 2024.
The table below provides an overview of the attendance of the various
directors.
Board Meeting Attendance
Name of Director Meetings Attended
James Knowles 10
Ayub Bodi Nil
Marc Sale 10
Marc Bamber 9
Andrew Williamson 10
Note: David Webster was appointed on 3 March 2025 and resigned on 31March
2025. During this time there were no Board Meetings held, except the one in
relation to his resignation
Explanation of Board Performance and Effectiveness
During the financial year ended 31 December 2024 a Board evaluation was
carried out and it has been determined that the Board has been effective
during the period. Additionally, the Board believes that it has developed a
suitable composition in order to continue to perform as a cohesive Board for
the foreseeable future.
Auditor
First Class Metals Plc had appointed Royce Peeling Green Limited (RPG) on 9
February 2023. RPG has expressed its willingness to continue in office.
At the Annual General Meeting for the year 2024, the Board assessed the
performance of RPG for the previous year and recommended to the shareholders
that RPG be re-appointed as auditors to the Company for an additional term of
one year. This was duly passed by the shareholders as an ordinary resolution.
RPG is a long-established firm of Chartered Accountants, and a PIE registered
auditor based in Manchester, England. RPG is a UK member of DFK International,
the sixth largest accounting association in the world according to the
International Accounting Bulletin's annual World Survey Report in 2022, with
worldwide revenues in excess of $1.5 billion across 94 countries. In the UK,
RPG operates from two offices with around 80 staff, including 9 directors.
RPG do not provide any non-audit services therefore their objectivity and
independence are safe-guarded.
It is also to be noted that there are no contractual obligations restricting
the Board's choice of external auditor.
A resolution to reappoint RPG will be proposed at the forthcoming Annual
General Meeting.
Shareholder Communications
The Company uses its corporate website https://www.firstclassmetalsplc.com/
(http://www.firstclassmetalsplc.com/) to ensure that the latest announcements,
press releases and published financial information are available to all
shareholders and other interested parties. The AGM will be used to communicate
with both institutional shareholders and private investors and all
shareholders are encouraged to participate. The Company counts all proxy votes
and will indicate the level of proxies lodged on each resolution after it has
been dealt with by a show of hands.
Disclosure of Information to the Auditor
Each of the persons who is a director at the date of approval of this Annual
Report confirms that:
• so far as the director is aware, there is no relevant audit
information of which the Company's auditors are unaware; and
• the director has taken all the steps that he ought to have taken as
a director in order to make himself aware of any relevant audit information
and to establish that the Company's auditors are aware of that information.
Statement of Directors' Responsibilities in respect of the Annual Report and the financial statements
The Directors are responsible for preparing this report and the financial
statements in accordance with applicable United Kingdom law and regulations
and UK adopted International Financial Reporting Standards ("IFRS")
Company law requires the Directors to prepare financial statements for each
financial period which present fairly the financial position of the Company
and the financial performance and cash flows of the Company for that period.
In preparing those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and prudent;
• present information, including accounting policies, in a manner that
provides relevant, reliable, comparable, and understandable information;
• state whether applicable IFRSs have been followed, subject to any
material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Company will continue in business; and
• provide additional disclosures when compliance with the specific
requirements in IFRS is insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the entity's
financial position and financial performance.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the Company financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Statement that comply with that law and those
regulations, and for ensuring that the Annual Report includes information
required by the Listing Rules of the Financial Conduct Authority.
The financial statements are published on the Company's website
https://www.firstclassmetalsplc.com/. (http://www.firstclassmetalsplc.com/)
The work carried out by the Auditor does not involve consideration of the
maintenance and integrity of this website and accordingly, the Auditor accepts
no responsibility for any changes that have occurred to the financial
statements since they were initially presented on the website. Visitors to the
website need to be aware that legislation in the United Kingdom covering the
preparation and dissemination of the financial statements may differ from
legislation in their jurisdiction.
The directors reduce the risk by outsourcing the preparation of consolidated
financial statements to DSG https://www.dsg.uk.com/ (https://www.dsg.uk.com/)
, a firm of chartered accounts who have adequate skills and experience
necessary to do so.
The Directors confirm that to the best of their knowledge:
• the Company financial statements give a true and fair view of the
assets, liabilities, financial position, and profit of the Company;
• this Annual Report includes the fair review of the development and
performance of the business and the position of the Company together with a
description of the principal risks and uncertainties that it faces; and
• the Annual Report and Financial Statements, taken as a whole, are
fair, balanced, and understandable and provide information necessary for
shareholders to assess the Company's performance, business, and strategy.
Forward Looking Statements
This document contains certain forward-looking statements. The forward-looking
statements reflect the knowledge and information available to the Directors of
the Company and Group during preparation and up to the publication of this
document. By their very nature, these statements depend upon circumstances and
relate to events that may occur in the future and thereby involving a degree
of uncertainty. The statements, estimates and projections herein are based
upon various assumptions by the Company that may not prove to be correct. Such
assumptions are inherently subject to significant economic and competitive
uncertainties and contingencies, many of which are beyond the control of the
Company, and upon assumptions with respect to the future performance of the
Company that may be subject to change because of circumstances beyond the
control of the directors and/or the Company. The Company believes that such
estimates and other assumptions are reasonable under the circumstances, but no
representation, warranty or other assurance is given that such statements,
estimates and projections will be realized. There may be variances between
such projections and actual events and results.
Post balance sheet events
The Company received a further CAD$58,550 OJEP Grant from the Canadian
Ministry of Mines for the North Hemlo property for work completed during 2024
in March 2025
The Company entered into a Subscription Agreement with The 79(th) GRP Limited
on December 17, 2024. This was partially completed on February 25, 2025. This
subscription also set-off the loan of GBP700,000 given The 79(th) GRP Limited.
This cleared the Company's books of all loans.
No other adjusting or significant non-adjusting events have occurred between
the 31 December reporting date and the date of authorisation.
This report is approved by the Board on 30 April 2025 and signed on its behalf
by:
James Knowles
Chairman
First Class Metals Plc
Consolidated Income Statement for the Year Ended 31 December 2024
Note 31 December 31 December
2024
2023
£
£
Revenue - -
Administrative expenses (1,365,274) (1,461,347)
Profit on disposal of intangible assets 31,906
Operating loss 5 (1,333,368) (1,461,347)
Finance income 177 5,742
Finance costs (26,766) (123,324)
Net finance cost 6 (26,589) (117,582)
Loss before tax (1,359,957) (1,578,929)
Taxation 10 - -
Loss for the year (1,359,957) (1,578,929)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation (losses)/gains (13,904) 14
Total comprehensive loss for the year (1,373,861) (1,578,915)
Total comprehensive loss attributable to:
Owners of the company (1,373,861) (1,578,915)
The above results were derived from continuing operations.
Loss per share
Basic and diluted loss per share (pence) 11 (1.53)p (2.13)p
First Class Metals Plc
(Registration number: 13158545)
Consolidated Statement of Financial Position as of 31 December 2024
Note 31 December 31 December
2024
2023
£
£
Assets
Non-current assets
Property, plant, and equipment 13 16,731 903
Mineral property exploration and evaluation 12 3,643,342 3,351,389
3,660,073 3,352,292
Current assets
Trade and other receivables 15 90,389 290,012
Cash and cash equivalents 16 221,071 140,802
311,460 430,814
Total assets 3,971,533 3,783,106
Equity and liabilities
Equity
Share capital 17 100,819 82,046
Share premium 5,474,035 4,719,622
Equity reserve 713,761 719,440
Foreign currency translation reserve (13,792) 112
Retained earnings (3,784,601) (2,424,644)
Equity attributable to owners of the company 2,489,822 3,096,576
Current liabilities
Trade and other payables 21 558,603 291,689
Loans and borrowings 19 700,000 160,000
1,258,603 451,689
Non-current liabilities
Trade and other payables 21 223,108 234,841
Total liabilities 1,481,711 686,530
Total equity and liabilities 3,971,533 3,783,106
The financial statements were approved and authorised for issue by the Board
on 30 April 2025 and signed on its behalf by:
James Peter Knowles - Executive Chairman
Director
First Class Metals Plc
(Registration number: 13158545)
Company Statement of Financial Position as of 31 December 2024
Note 31 December 31 December
2024
2023
£
£
Assets
Non-current assets
Property, plant, and equipment 13 16,731 903
Investments in subsidiary 14 581 581
17,312 1,484
Current assets
Trade and other receivables 15 3,893,229 3,528,626
Cash and cash equivalents 16 187,842 140,302
4,081,071 3,668,928
Total assets 4,098,383 3,670,412
Equity and liabilities
Equity
Share capital 17 100,819 82,046
Share premium 5,474,035 4,719,622
Equity reserve 713,361 719,440
Retained earnings (3,213,191) (2,109,931)
Total equity 3,075,024 3,411,177
Current liabilities
Trade and other payables 21 323,359 99,235
Loans and borrowings 19 700,000 160,000
1,023,359 259,235
Total equity and liabilities 4,098,383 3,670,412
The Company's loss for the year was £1,103,260 (2023: - £1,289,345).
The financial statements were approved and authorised for issued by the Board
on 30 April 2025 and signed on its behalf by:
James Peter Knowles - Executive Chairman
Director
First Class Metals Plc
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Share capital Share premium Equity reserve Foreign currency translation Retained earnings Total equity
£
£
£
£
£
£
At 1 January 2024 82,046 4,719,622 719,440 112 (2,424,644) 3,096,576
Loss for the year - - - - (1,359,957) (1,359,957)
Other comprehensive income - - - (13,904) - (13,904)
Total comprehensive income - - - (13,904) (1,359,957) (1,373,861)
New share capital subscribed 18,773 754,413 - - - 773,186
Shares to be issued - - 353,641 - - 353,641
Other equity reserve movements - - (359,720) - - (359,720)
At 31 December 2024 100,819 5,474,035 713,361 (13,792) (3,784,601) 2,489,822
Share capital Share premium Equity reserve Foreign currency translation Retained earnings Total equity
£
£
£
£
£
£
At 1 January 2023 69,049 3,395,168 10,258 98 (869,379) 2,605,194
Loss for the year - - - - (1,578,929) (1,578,929)
Other comprehensive income - - - 14 - 14
Total comprehensive income - - - 14 (1,578,929) (1,578,915)
New share capital subscribed 12,997 1,324,454 - - - 1,337,451
Shares to be issued - - 719,440 - - 719,440
Other equity reserve movements - - 13,406 - - 13,406
Transfer between reserves - - (23,664) - 23,664 -
At 31 December 2023 82,046 4,719,622 719,440 112 (2,424,644) 3,096,576
James Knowles has loaned First Class Metals PLC 9,500,001 Ordinary Shares to
be repaid by issue of that number of Ordinary Shares of £1 each at Second
Admission. This has been reflected in the equity reserve.
First Class Metals Plc
Company Statement of Changes in Equity for the Year Ended 31 December 2024
Share capital Share premium Equity reserve Retained earnings Total
£
£
£
£
£
At 1 January 2024 82,046 4,719,622 719,440 (2,109,031) 3,411,177
Loss for the year - - - (1,103,260) (1,103,260)
Total comprehensive income - - - (1,103,260) (1,103,260)
New share capital subscribed 18,773 754,413 - - 773,186
Shares to be issued - - 353,641 - 353,641
Other equity reserve movements - - (359,220) - (359,220)
At 31 December 2024 100,819 5,474,035 713,361 (3,213,191) 3,075,024
Share capital Share premium Equity reserve Retained earnings Total
£
£
£
£
£
At 1 January 2023 69,049 3,395,168 10,258 (844,250) 2,630,225
Loss for the year - - - (1,289,345) (1,289,345)
Total comprehensive income - - - (1,289,345) (1,289,345)
New share capital subscribed 12,997 1,324,454 - - 1,337,451
Shares to be issued - - 719,440 - 719,440
Other equity reserve movements - - 13,406 - 13,406
Transfer - - (23,664) 23,664 -
At 31 December 2023 82,046 4,719,622 719,440 (2,109,931) 3,411,177
James Knowles has loaned First Class Metals PLC 9,500,001 Ordinary Shares to
be repaid by issue of that number of Ordinary Shares of £1 each at Second
Admission. This has been reflected in the equity reserve.
First Class Metals Plc
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
Note 31 December 31 December
2024
2023
£
£
Cash flows from operating activities
Loss for the year (1,359,957) (1,578,929)
Adjustments to cash flows from non-cash items
Depreciation and amortisation 5 1,495 532
Impairment losses 5 3,153 88,568
(Profit)/loss on disposal of mineral properties exploration and evaluation 5 (31,906) -
assets
Foreign exchange loss/(gain) 5 202,357 77,447
Finance income 6 (177) (5,742)
Finance costs 6 26,766 123,324
(1,158,269) (1,294,800)
Working capital adjustments
Decrease/(increase) in trade and other receivables 15 199,623 (107,521)
Increase in trade and other payables 21 255,181 283,876
Net cash flow from operating activities (703,465) (1,118,445)
Cash flows from investing activities
Interest received 6 177 5,742
Acquisitions of property plant and equipment (17,323) (624)
Proceeds of disposal of mineral property exploration and evaluation assets 12 262,480 -
Acquisition of mineral property exploration and evaluation assets 12 (653,081) (1,253,726)
Net cash flows from investing activities (407,747) (1,248,608)
Cash flows from financing activities
Interest paid 6 - (18)
Proceeds from issue of ordinary shares, net of issue costs 773,186 1,337,451
Proceeds from other borrowing draw downs 700,000 450,000
Repayment of other borrowing (160,000) (517,143)
Financing of shares loaned by directors (103,220) 725,602
Finance cost of financial instruments (26,766) (123,305)
Foreign exchange gains or losses 8,281 (77,447)
Net cash flows from financing activities 1,191,481 1,795,140
Net increase/(decrease) in cash and cash equivalents 80,269 (571,913)
Cash and cash equivalents at 1 January 140,802 712,715
Cash and cash equivalents at 31 December 221,071 140,802
First Class Metals Plc
Company Statement of Cash Flows for the Year Ended 31 December 2024
Note 31 December 31 December
2024
2023
£
£
Cash flows from operating activities
Loss for the year (1,103,260) (1,289,345)
Adjustments to cash flows from non-cash items
Depreciation and amortisation 5 1,495 532
Foreign exchange loss (765) 389
Finance income 6 (177) (5,004)
Finance costs 3,857 110,765
(1,098,850) (1,182,663)
Working capital adjustments
Increase in trade and other receivables 15 (364,603) (1,280,546)
Increase in trade and other payables 21 321,265 2,760
Net cash flow from operating activities (1,142,188) (2,460,449)
Cash flows from investing activities
Interest received 6 177 5,004
Acquisitions of property plant and equipment (17,323) (624)
Net cash flows from investing activities (17,146) 4,380
Cash flows from financing activities
Interest paid - (18)
Proceeds from issue of ordinary shares, net of issue costs 773,186 1,337,451
Proceeds from other borrowing draw downs 700,000 450,000
Repayment of other borrowing (160,000) (517,143)
Financing of shares loaned by directors (103,220) 725,602
Finance cost of financial instruments (3,857) (110,746)
Foreign exchange gains or losses 765 (388)
Net cash flows from financing activities 1,206,874 1,884,758
Net increase/(decrease) in cash and cash equivalents 47,540 (571,311)
Cash and cash equivalents at 1 January 140,302 711,613
Cash and cash equivalents at 31 December 187,842 140,302
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
1 General information
The Company is a public company limited by share capital, incorporated and
domiciled in England and Wales. The principal activity of the Company was that
of a holding company.
The principal activity of the Group was that of the exploration of gold and
other semi-precious metals as well as battery metals critical to energy
storage and power generation solutions.
The Company's ordinary shares are traded on the London Stock Exchange (LSE)
under the ticker symbol FCM.
The address of its registered office is:
Suite 16 Freckleton Business Centre
Freckleton Street
Blackburn
Lancashire
BB2 2AL
United Kingdom
These consolidated financial statements comprise the Company and its
subsidiary, First Class Metals Canada Inc. (together referred to as 'the
Group').
These financial statements were authorised for issue by the board on 30 April
2024
2 Accounting policies
Statement of compliance
The statutory financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the UK and in
accordance with UK companies' legislation, as applicable to companies
reporting under IFRS.
Basis of preparation
The financial information has been prepared on the historical cost basis.
The financial statements are presented in sterling (£), which is the
Company's functional currency. Each group entity determines its own functional
currency and items included in the financial statements of each entity are
measured using that functional currency.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
2 Accounting policies (continued)
Basis of consolidation
The consolidated financial statements comprise the financial information of
the Company and its subsidiary made up to the end of the reporting period.
Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee.
The consolidated financial statements present the results of the Company and
its subsidiary as if they formed a single entity. Inter-company transactions
and balances between group companies are therefore eliminated in full. The
financial information of subsidiaries is included in the Group's financial
statements from the date that control commences until the date that control
ceases.
The Company has taken advantage of the exemption available under section 408
of the Companies Act 2006 and elected not to present its own Statement of
comprehensive income in these financial statements.
Profit or loss and each component of other comprehensive income (OCI) are
attributed to the equity holders of the parent of the Group. When necessary,
adjustments are made to the financial information of subsidiaries to bring
their accounting policies into line with the Group's accounting policies.
Adoption of New and Revised Standards
The following standards and amendments became effective in the year:
• IFRS 16 Amendments to clarify how a seller-lessee subsequently measures
sale and leaseback transactions.
• Amendment to IAS 7 and IFRS 7 - Supplier finance
• Amendment to IAS 1 - Non-current liabilities with covenants
There has been no material impact from the adoption of new standards,
amendments to standards or interpretations which are relevant to the Group.
New standards and interpretations not yet adopted
Certain new standards, amendments and interpretations to existing standards
have been published that are mandatory for accounting periods beginning on or
after 1 January 2025 and which the Group has chosen not to adopt early. These
include the following standards which are relevant to the Group:
• Amendments to IAS 21 - Lack of Exchangeability
• IFRS S1, 'General requirements for disclosure of sustainability-related
financial information
• IFRS S2, 'Climate-related disclosures'
• Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of
Financial Instruments
• IFRS 18 - Presentation and Disclosure in Financial Statements
The Group does not expect that the standards and amendments issued but not yet
effective will have a material impact on results or net assets.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
2 Accounting policies (continued)
Going concern
As a junior exploration company, the Directors are aware that the Company must
seek funds from the market in the next 12 months to meet its investment and
exploration plans and to maintain its listing status.
The Group's reliance on a successful fund raising presents a material
uncertainty that may cast doubt on the Group's ability to continue to operate
as planned and to pay its liabilities as they fall due for a period not less
than twelve months from the date of this report.
The Company successfully raised £773,186 in the year ended 31 December 2024
through a combination of issuing new shares and warrant conversions. As at the
year-end date the Group had total cash reserves of £221,802 (2023:
£140,802).
The Directors are aware of the reliance on fund raising within the next 12
months and the material uncertainty this presents but having reviewed the
Group's working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fund raising is
successful.
Government grants
Government grants received on capital nature are generally deducted in
arriving at the carrying amount of the asset purchased. Grants that are
receivable as compensation for expenses or losses already incurred or for the
purpose of giving immediate financial support to the Group with no future
related costs are recognised in profit or loss in the period in which they
become receivable. Where retention of a government grant is dependent on the
Group satisfying certain criteria, it is initially recognised as deferred
income. When the criteria for retention have been satisfied, the deferred
income balance is released to the consolidated statement of comprehensive
income or netted against the asset purchased.
Foreign currency transactions and balances
Transactions in currencies other than the Group's functional currency are
recognised at the rates of exchange prevailing at the dates of the
transaction. At the end of each reporting period, monetary items denominated
in foreign currencies are translated at the rates prevailing at that date.
Non-monetary items that are measured in terms of historical costs are not
re-translated.
Exchange gains or losses arising from translations of foreign currency
monetary assets, liabilities and transactions are recorded in foreign exchange
gain (loss) in the statement of net income (loss).
Segmental reporting
Operating segments are presented using the 'management approach', where the
information presented is on the same basis as the internal reports provided to
the Executive Chairman. The Executive Chairman is responsible for the
allocation of resources to operating segments and assessing their performance.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
2 Accounting policies (continued)
Tax
Income tax expense represents the sum of the tax currently payable and
deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported comprehensive income statement because
it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are not taxable or tax deductible.
The Group's liability for current tax is calculated using tax rates (and tax
laws) that have been enacted or substantively enacted in countries where the
Group and its subsidiaries operate by the end of the financial period.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events have occurred at that date that will result in an obligation to pay
more, or a right to pay less or to receive more tax, with the following
exceptions:
Deferred tax assets are recognised only to the extent that the Directors
consider that it is more likely than not that there will be suitable taxable
profits from which the future reversal of the underlying timing differences
can be deducted. Deferred tax is measured on an undiscounted basis at the tax
rates that are expected to apply in the periods in which timing differences
reverse, based on tax rates and laws enacted or substantively enacted at the
balance sheet date.
Property, plant, and equipment
Property, plant, and equipment is stated in the statement of financial
position at cost, less any subsequent accumulated depreciation and subsequent
accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable
incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets over their
estimated useful lives, as follows:
Asset class Depreciation method and rate
Property Over the term of the lease
Computer equipment 3 years - straight line basis
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
2 Accounting policies (continued)
Mineral property exploration and evaluation
Exploration and evaluation assets under IFRS 6 include acquired mineral use
rights for mineral properties held by the Group. Mineral exploration and
evaluation expenditures are capitalised. The amount of consideration paid (in
cash or share value) for mineral use rights is capitalised on a
project-by-project basis pending determination of the technical feasibility
and the commercial viability of the project. Capitalised costs include costs
directly related to exploration and evaluation activities in the area of
interest. General and administrative costs are only allocated to the asset to
the extent that those costs can be directly related to operational activities.
Mineral property exploration and evaluation assets will be amortised and
impaired to profit and loss once commercial production has been achieved or
written off if the exploration assets are abandoned or sold. Depletion of
costs capitalised on projects when put into commercial production will be
recorded using the unit-of-production method based upon estimated proven and
probable reserves. The ultimate recoverability of the amounts capitalised for
the exploration and evaluation assets and expenditures is dependent upon the
delineation of economically recoverable ore reserves, obtaining and retaining
the necessary permits to operate a mine, and realising profitable production
or proceeds from the disposition thereof.
The commercial viability of extracting a mineral resource is considered to be
determinable when resources are determined to exist. The property rights are
current, and it is considered probable that the costs will be recouped through
successful development and exploitation of the project, or alternatively by
the sale of the property. Upon determination of resources, exploration, and
evaluation assets attributable to those resources are first tested for
impairment and then reclassified from exploration and evaluation assets
mineral property interests. Expenditures deemed unsuccessful are recognised in
operations in the income statement.
Impairment of mineral property exploration and evaluation
The carrying values of capitalised exploration and evaluation assets are
assessed for impairment if fact and circumstances indicate that the carrying
amount exceeds the recoverable amount and sufficient data exists to evaluate
technical feasibility and commercial viability. If any indication of
impairment exists, an estimate of the asset's recoverable amount is
calculated. The recoverable amount is determined as the higher of the fair
value less costs of disposition and the asset's value in use. If the carrying
amount of the asset exceeds its estimated recoverable amount, the asset is
impaired, and an impairment loss is charged to the income statement so as to
reduce the carrying amount to its estimated recoverable amount.
If individual claims/ cells are abandoned for one reason or another, then the
property as a whole will be considered for impairment. An impairment
presumption also exists if no work has been done on a claim/ cell in three
years. Cash resources are taken into consideration to justify claim
preservation/ renewal in the forthcoming twelve months.
Investments in subsidiaries
Investments in subsidiary companies are classified as non-current assets and
included in the Statement of financial position of the Company at cost, less
provision for impairment at the date of acquisition.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
2 Accounting policies (continued)
Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not,
they are presented as non-current liabilities.
Trade payables are recognised initially at the transaction price and
subsequently measured at amortised cost using the effective interest method.
Borrowings
All borrowings are initially recorded at the amount of proceeds received, net
of transaction costs. Borrowings are subsequently carried at amortised cost,
with the difference between the proceeds, net of transaction costs, and the
amount due on redemption being recognised as a charge to the income statement
over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method
and is included in finance costs.
Borrowings are classified as current liabilities unless the group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting date.
Contingent liabilities and contingent assets
A contingent liability is a possible obligation that arises from past events
and whose existence will only be confirmed by the occurrence or non-occurrence
of one or more uncertain future events not wholly within the control of the
Group. It can also be a present obligation arising from past events that is
not recognised because it is not probable that outflow of economic resources
will be required, or the amount of obligation cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the notes to the
accounts. When a change in the probability of an outflow occurs so that the
outflow is probable, it will then be recognised as a provision. A contingent
asset is a possible asset that arises from past events and whose existence
will be confirmed only by the occurrence or non-occurrence of one or more
uncertain events not wholly within the control of the Group. Contingent assets
are not recognised but are disclosed in the notes to the accounts when an
inflow of economic benefits is probable. When inflow is virtually certain, an
asset is recognised.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at
the fair value of the cash or other resources received or receivable, net of
the direct costs of issuing the equity instruments.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions
are paid into a separate entity and has no legal or constructive obligations
to pay further contributions if the fund does not hold sufficient assets to
pay all employees the benefits relating to employee service in the current and
prior periods.
For defined contribution plans contributions are paid publicly or privately
administered pension insurance plans on a mandatory or contractual basis. The
contributions are recognised as employee benefit expense when they are due. If
contribution payments exceed the contribution due for service, the excess is
recognised as an asset.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
2 Accounting policies (continued)
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of
one entity and a financial liability or equity instrument of another entity.
Financial assets and liabilities are recognised in the Group's Statement of
Financial Position when the Group becomes party to the contractual provision
of the instrument. The following policies for financial instruments have been
applied in the preparation of consolidated financial statements:
The Group and Company's financial assets which comprise loans and receivables
and other debtors are measured at amortised cost.
The classification depends on the business model for managing the financial
assets and the contractual terms of the cash flows. Financial assets are
classified as at amortised cost only if both of the following criteria are
met:
• the asset is held within a business model whose objective is to collect
contractual cash flows; and
• the contractual terms give rise to cash flows that are solely payments of
principal and interest.
Financial liabilities (other than convertible debt) are classified as other
financial liabilities measured at amortised cost. Financial liabilities are
initially recognised at fair value, net of directly attributable transaction
costs, and are subsequently measured at amortised cost. A financial liability
is de‑recognised when the obligation under the liability is discharged,
cancelled or expires.
Compound financial instruments
Compound financial instruments issued by the Company comprise convertible loan
notes that can be converted to share capital at the option of the holder, and
the number of shares to be issued does not vary with changes in their fair
value.
The liability component of a compound financial instrument is initially
recognised at the fair value of a similar liability that does not have an
equity conversion option. The equity component is initially recognised at the
difference between the fair value of the compound financial instrument as a
whole and the fair value of the liability and equity components in proportion
to the initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound
financial instrument is measured at amortised cost using the effective
interest method. The equity component of a compound financial instrument is
not re-measured subsequent to initial recognition except on conversion or
expiry.
3 Critical accounting judgements and key sources of estimation uncertainty
Certain amounts included in the financial statements involve the use of
judgement and/or estimation. These judgements and estimates are based on the
management's best knowledge of the relevant facts and circumstances, having
regard to prior experience, but actual results may differ from the amounts
included in the financial statements. Information about such judgements and
estimates is contained in the accounting policies and/or the notes to the
financial statements.
Significant areas of estimation uncertainty and critical judgements made by
management in preparing the consolidated financial statements include:
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3 Critical accounting judgements and key sources of estimation uncertainty
(continued)
Recognition of evaluation and exploration assets
Judgement is required in determining when the future economic benefit of a
project can be reasonably be regarded as assured, at which pointy evaluation
and exploration expenses are capitalised. This includes the assessment of
whether there is sufficient evidence of the probability of the existence of
economically recoverable minerals to justify the commencement of
capitalisation of costs.
The carrying value at the year-end was £3,643,342 (2023: £3,351,389).
In connection with possible impairment of exploration and evaluation assets
the Directors assess each potentially cash generating unit annually to
determine whether any indication of impairment exists. The judgements made
when making these assessments are similar to those set out above and are
subject to the same uncertainties.
4 Segmental information
Identification of reportable operating segments
The Group is organised into one corporate function in the UK and the operating
segment, being mining and exploration operations. This operating segment is
the subsidiary in Canada, for which the Executive Chairman assesses its
performance and determines the allocation of resources.
The information reported to the Executive Chairman is on a monthly basis.
Geographical information
Income statement analysis
2024 2023
UK Canada Total UK Canada Total
£ £ £ £ £ £
Administrative expenses 1,099,581 265,693 1,365,274 1,183,584 277,763 1,461,347
Non-current assets
2024 2023
UK Canada Total UK Canada Total
£ £ £ £ £ £
Mineral property exploration and evaluation asset - 3,643,342 3,643,342 - 3,351,389 3,351,389
5 Operating loss
Arrived at after charging
31 December 31 December
2024
2023
£
£
Depreciation expense (1,495) (532)
Impairment losses (3,153) (88,568)
Profit on disposal of mineral properties exploration and evaluation assets 31,906 -
Foreign exchange (losses)/gains (202,357) (77,447)
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
6 Finance income and costs
31 December 31 December
2024
2023
£
£
Finance income
Interest income on bank deposits 177 5,742
Finance costs
Interest on bank overdrafts and borrowings - (2)
Interest expense on other financing liabilities (26,766) (123,322)
Total finance costs (26,766) (123,324)
Net finance costs (26,589) (117,582)
7 Staff costs
The aggregate payroll costs (including directors' remuneration) were as
follows:
31 December 31 December
2024
2023
£
£
Wages and salaries 200,414 266,725
Social security costs 9,782 26,585
Other short-term employee benefits - 4,200
Pension costs, defined contribution scheme 18,000 1,500
228,196 299,010
The average monthly number of persons employed by the group (including
directors) during the year, analysed by category was as follows:
31 December 31 December
2024
2023
No.
No.
Administration and support 4 4
8 Directors' remuneration
The directors' remuneration for the year was as follows:
31 December 31 December
2024
2023
£
£
Remuneration 373,502 459,860
Contributions paid to money purchase schemes 18,000 1,500
391,502 477,860
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
8 Directors' remuneration
Summary
Salary/Bonus Fees Defined contribution pension scheme contributions Total
£ £ £ £
MBamber 33,750 15,750 - 49,500
JKnowles 115,964 - - 115,964
MSale 50,700 111,116 18,000 179,866
AWilliamson - 39,315 - 39,315
Carlos Espinosa - 6,857 - 6,857
200,414 173,088 18,000 391,502
Notes:
1. Marc Sale's company Specialist Exploration Services
Scotland Limited ("SES") was paid a total of £111,116 during the year. These
payments include travel/accommodation & out of pocket expenses incurred
through the period by SES on behalf of First Class Metals PLC amounting to
£15,011.
2. Bonus Payments totalling £75000 of: £30,000 to
James Knowles, £30,000 to Marc Sale, £10,000 to Marc Bamber and £5,000 to
Andrew Williamson have been awarded in 2024 but not yet paid.
9 Auditors' remuneration
31 December 31 December
2024
2023
£
£
Audit of these financial statements 31,000 29,000
10 Income tax
Notes:
1. Marc Sale's company Specialist Exploration Services
Scotland Limited ("SES") was paid a total of £111,116 during the year. These
payments include travel/accommodation & out of pocket expenses incurred
through the period by SES on behalf of First Class Metals PLC amounting to
£15,011.
2. Bonus Payments totalling £75000 of: £30,000 to
James Knowles, £30,000 to Marc Sale, £10,000 to Marc Bamber and £5,000 to
Andrew Williamson have been awarded in 2024 but not yet paid.
9
Auditors' remuneration
31 December
2024
£
31 December
2023
£
Audit of these financial statements
31,000
29,000
10
Income tax
The tax on profit before tax for the year is the same as the standard rate of
corporation tax in the UK (2023: the same as the standard rate of corporation
tax in the UK) of 25% (2023: 23.5%).
The actual charge for the year can be reconciled to the expected charge for
the year based on the profit or loss and the standard rate of tax as follows:
31 December 31 December
2024
2023
£
£
Loss before tax (1,359,957) (1,578,929)
Corporation tax at standard rate (339,989) (371,048)
Increase from effect of unrelieved tax losses carried forward 339,989 371,048
Total tax charge/(credit) - -
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
There is an unrecognised deferred tax asset at 31 December 2024 of £662,257
(2023: £612,073) which, in view of the trading results, is not considered by
the directors to be recoverable in the short term. The applicable tax rate is
25% which was enacted under UK legislation and would be the rate applicable
when the asset reverses.
11 Loss per share
The basic loss per share for the period of 1.53p (2023: loss of 2.13p) is
calculated by dividing the loss for the period by the weighted average number
of Ordinary Shares in issue of 89,797,752 (2023: 74,217,536 Ordinary Shares).
Note 17 provides details of the share issues during the year ended 31 December
2024.
There are potentially issuable shares all of which relate to share warrants
issued as part of placings in 2023. The weighted average number of additional
potential Ordinary Shares in issue is £15,000,452 (2023: 22,615,228 ).
However, due to the losses for the year the impact of the potential additional
shares is anti-dilutive and has therefore not been recognised in the
calculation of the fully diluted loss per share of 1.53p per share (2023: loss
of 2.13p).There have been no further shares issued post year-end.
12 Mineral property exploration and evaluation
Group
Mineral property exploration and evaluation
£
Cost or valuation
At 1 January 2024 3,439,957
Additions 750,222
Disposals (230,574)
Foreign exchange movements (230,476)
At 31 December 2024 3,729,129
Amortisation
At 1 January 2023 88,568
Foreign exchange movements (5,934)
Impairment charge 3,153
At 31 December 2024 85,787
Carrying amount
At 31 December 2024 3,643,342
At 31 December 2023 3,351,389
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
13 Property, plant and equipment
Group and Company
Property Furniture, fittings and equipment Total
£ £ £
Cost or valuation
At 1 January 2024 - 1,598 1,598
Additions 17,323 - 17,323
At 31 December 2024 17,323 1,598 18,921
Depreciation
At 1 January 2024 - 695 695
Additions 962 533 1,495
At 31 December 2024 962 1,228 2,190
Carrying amount
At 31 December 2024 16,361 370 16,731
At 31 December 2023 - 903 903
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
14 Investments
Company
Details of the Company's subsidiary as at 31 December 2024 are as follows:
Name of subsidiary Principal activity Registered office Proportion of ownership interest and voting rights held 2023
2024
First Class Metals Canada Inc. Mining of other non-ferrous metal ores 55 York Street 100% ordinary shares 100% ordinary shares
Suite 401
Toronto
ON M5J 1R7
Canada
Summary of the company investments
31 December 31 December
2024
2023
£
£
Investment in subsidiary 581 581
15 Trade and other receivables
Group Company
31 December 31 December 31 December 31 December
2024
2023
2024
2023
£
£
£
£
Receivables from Group company - - 3,866,914 3,485,392
Accrued income (see note 12) 32,501 118,991 - -
Prepayments 11,981 32,452 10,215 28,650
Other receivables 45,907 138,569 16,100 14,584
90,389 290,012 3,893,229 3,528,626
The receivables from related party represents amount owed by the Company's
subsidiary. This balance was interest free throughout the period and has no
fixed repayment date. No provision has been made against this amount.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
16 Cash and cash equivalents
Group Company
31 December 31 December 31 December 31 December
2024
2023
2024
2023
£
£
£
£
Cash at bank 221,071 140,802 187,842 140,302
At 31 December 2024 all cash at bank and in hand was denominated in sterling
other than £33,229 in Canadian Dollars (2023: £500).
17 Share capital
Allotted, called up and fully paid shares
31 December 31 December
2024
2023
No. £ No. £
Ordinary shares of £0.001 each 100,819,240 100,819.25 82,046,029 82,046.03
New shares allotted
During the year 18,773,211 Ordinary shares having an aggregate nominal value
of £18,773 were allotted for an aggregate consideration of £773,186.
The table below presents the number of new Ordinary Shares after each equity
transactions that occurred in the year ended 31 December 2024 and the
comparative period to 31 December 2024.
Number of new Ordinary shares Share
Capital
No £
Allotted, issued and fully paid:
As at 31 December 2022 69,048,707 69,049
Shares issued upon exercising Subscription warrants 1,693,587 1,693
Placing on 26 June 2023 9,974,000 9,974
Issue of shares for options and services 1,329,735 1,330
As at 31 December 2023 82,046,029 82,046
Share loan repayments 12,731,046 12,731
Kerrs Gold & Zigzag Option Payment 1,514,201 1,514
Issue of shares for services 4,527,964 4,528
As at 31 December 2024 100,819,240 100,819
The Board has provisionally agreed to issue share options to Directors and Key
Management Personnel, but no options had been granted at the year end. No
share-based payment expense has been recorded in the year.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
17 Share capital (continued)
The Group has in issue the following warrants during the year which are
considered equity instruments::
Warrant, Issue & Expiry date Amount Issued Exercise Price Amount Exercised Number Outstanding at the year end
12.5p CCM Placing Warrants 4,987,000 12.5p - 4,987,000
30 June 2023 Exp 30 June 2025
20p Warrants 7,321,785 20p - 7,321,785
28 July 2022 Exp 28 July 2025
15p Broker Warrants 150,000 15p - 150,000
28 July 2022 Exp 28 July 2025
20p Sunbeam Subscription Warrants 666,667 20p - 666,667
3 October 2022 Exp 3 October 2025
20p James Goozee Warrants 1,875,000 20p - 1,875,000
4 December 2022 Exp 4 December 2025
James Knowles has loaned First Class Metals PLC 9,500,001 Ordinary Shares to
be repaid by issue of that number of Ordinary Shares of £1 each at Second
Admission. This has been reflected in the equity reserve.
18 Reserves
Group and Company
Share capital - This represents the nominal value of equity shares in issue.
Share premium - This represents the premium paid above the nominal value of
shares in issue less issue costs.
Equity reserve - This represents the shares loaned by the directors to the
company for which shares will be issued at a later date and deferred
consideration in respect of contractual obligations for the purchase of
certain mineral exploration rights.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
18 Reserves (continued)
Retained losses
This represents the accumulated net gains and losses since inception,
recognised in the statement of comprehensive income.
The changes to each component of equity resulting from items of other
comprehensive income for the prior year were as follows:
Foreign currency translation Total
£
£
Foreign currency translations gains (13,792) (13,792)
19 Loans and borrowings
Group Company
31 December 31 December 31 December 31 December
2024
2023
2024
2023
£
£
£
£
Current loans and borrowings
Other borrowings - - - -
Other loans 700,000 160,000 700,000 160,000
700,000 160,000 700,000 160,000
The group's exposure to market and liquidity risks, including maturity
analysis, relating to loans and borrowings is disclosed in note 23 "Financial
risk review", see also note 27.
20 Other borrowings
Group and Company
Other liabilities maturity analysis
A maturity analysis of other borrowings based on undiscounted gross cash flow
is reported in the table below:
31 December 31 December
2024
2023
£
£
Less than one year - -
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
21 Trade and other payables
Group Company
Current 31 December 31 December 31 December 31 December
2024
2023
2024
2023
£
£
£
£
Trade payables 152,829 114,959 111,324 31,091
Accrued expenses and deferred consideration 343,287 150,436 149,548 41,850
Social security and other taxes 26,703 15,735 26,703 15,735
Other payables 35,784 10,559 35,784 10,559
558,603 291,689 323,359 99,235
Current
Deferred consideration 223,108 234,841 - -
The fair value of the trade and other payables classified as financial
instruments are disclosed below.
The group's exposure to market and liquidity risks, including maturity
analysis, relating to trade and other payables is disclosed in note 23
"Financial risk review".
Group Company
31 December 31 December 31 December 31 December
2024
2023
2024
2023
£
£
£
£
Trade and other payables at amortised cost - Suppliers 152,829 114,959 181,324 31,091
Deferred consideration at amortised cost 390,611 330,445 - -
Deferred consideration payable in cash for the purchase of certain mineral
exploration rights of £223,104 (2023: £234,841) is payable after more than
one year.
22 Pension and other schemes
Defined contribution pension scheme
The Group operates a defined contribution pension scheme. The pension cost
charge for the year represents contributions payable by the Group to the
scheme and amounted to £18,000 (2023: £1,500).
Contributions totalling £Nil (2023: £Nil) were payable to the scheme at the
end of the year.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
23 Financial risk review
Group
This note presents information about the group's exposure to financial risks
and the group's management of capital.
The Group's objectives when managing capital are:
(a) To maintain a flexible capital structure which optimizes the cost of
capital at acceptable risk;
(b) To meet external capital requirements on debt and credit facilities;
(c) To ensure adequate capital to support long-term growth strategy; and
(d) To provide an adequate return to shareholders.
The Group continuously monitors and reviews the capital structure to ensure
the objectives are met.
Management defines capital as the combination of its indebtedness and equity
balances, as disclosed in note 17, and manages the capital structure within
the context of the business strategy, general economic conditions, market
conditions in the power industry and the risk characteristics of assets.
The Group's objectives in managing capital and the definition of capital
remain unchanged throughout the period. External factors, such as the economic
environment, have not altered the Group's objectives in managing capital.
Credit risk
The Group's definition of credit risk is Credit risk is the risk of financial
loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations. At present the Group does not have
any customers and its risk on cash and bank is mitigated by holding of the
funds in an "A" rated bank.
Liquidity risk
The Group's definition of liquidity risk is the risk that the Group will not
be able to meet its financial obligations as they become due. The Group's
policy is to ensure that it will always have sufficient cash to allow it to
meet its liabilities when they become due. The Group manages liquidity risk by
maintaining adequate cash balances (or agreed facilities) to meet expected
requirements. The liquidity risk of each group entity is managed centrally by
the Executive Chairman. The contractual cashflows are mentioned in note
12,19,20 and 21.
Market risk
The Group's definition of market risk is The Group's definition of market risk
is the risk that changes in market prices, such as commodity prices, will
affect the Group's earnings. The objective of market risk management is to
identify both the market risk and the Group's options to mitigate this risk.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
23 Financial risk review (continued)
Foreign exchange risk
Foreign exchange risk arises when individual Group entities enter into
transactions denominated in a currency other than their functional currency.
A majority of the Group's operating costs will be incurred in US and Canadian
Dollars, whilst the Group has raised capital in £ Sterling. Fluctuations in
exchange rates of the US Dollar and Canadian Dollar against £ Sterling may
materially affect the Group's translated results of operations. In addition,
given the relatively small size of the Group, it may not be able to
effectively hedge against risks associated with currency exchange rates at
commercially realistic rates. Accordingly, any significant adverse
fluctuations in currency rates could have a material adverse effect on the
Group's business, financial condition and prospects to a much greater extent
than might be expected for a larger enterprise.
Interest rate risk
Interest rate risk
Interest rate risk is the risk that the fair value of the future cash flows of
a financial instrument will fluctuate because of changes in market rates of
interest. As the Group has no significant interest bearing assets or
liabilities, the Group's operating cash flows are substantially independent of
changes in market interest rates. Therefore, the Group is not exposed to
significant interest rate risk.
24 Financial instruments
Financial assets at amortised cost
Group Company
2024 2023 2024 2023
£ £ £ £
Trade and other receivables - - - -
Cash and cash equivalents 221,071 140,802 187,842 140,302
Financial liabilities at amortised cost
Group Company
2024 2023 2024 2023
£ £ £ £
Current liabilities
Trade and other payables 152,829 114,959 111,324 31,091
Deferred consideration 167,503 95,604 - -
Loans and borrowings 700,000 160,000 700,000 160,000
Non-current liabilities
Deferred consideration 223,108 234,841 - -
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
25 Related party transactions
Parties are considered to be related if one party has the ability (directly or
indirectly) to control the other party or exercise significant influence over
the other party in making financial and operating decisions. Parties are also
considered related if they are subject to common control or common significant
influence. Related parties may be individuals or corporate entities.
Group
The Group has taken advantage of the exemption available under IAS 24 "Related
Party Disclosures" not to disclose details of transactions between Group
undertakings which are eliminated on consolidation.
Company
Funds are transferred within the Group dependent on the operational needs of
individual companies and the Directors do not consider it meaningful to set
out the gross amounts of transfers between companies.
Key management personnel
All key management personnel are directors and appropriate disclosure with
respect to them is by issue of the same number of Ordinary Shares in the
directors' remuneration report.
The directors received an 8.25% facility fee on the shares loaned. At the
year-end James Knowles was owed £3,054 (2023: £3,081) which is reflected in
other payables. Ayub Bodi owed the company £Nil (2023: £689) at the year end
and is reflected in other receivables. Ayub Bodi resigned as director on 2
February 2024.
26 Results attributable to First Class Metals Plc
The loss after taxation in the Company amounted to £1,103,260 (2023:
£1,289,345). The Directors have taken advantage of the exemptions available
under section 408 of the Companies Act 2006 and not presented an income
statement for the company alone.
27 Events after the reporting date
The Company received a further CAD$58,550 OJEP Grant from the Canadian
Ministry of Mines for the North Hemlo property for work completed during 2024
in March 2025
The Company entered into a Subscription Agreement with The 79th GRP Limited on
December 17, 2024. This was partially completed on February 25, 2025. This
subscription also set-off the loan of GBP700,000 given The 79th GRP Limited.
This cleared the Company's books of all loans.
No other adjusting or significant non-adjusting events have occurred between
the 31 December reporting date and the date of authorisation of the
Consolidated Annual Report and Financial Statements.
First Class Metals Plc
Independent auditor's report to the members of First Class Metals Plc
Opinion
We have audited the financial statements of First Class Metals Plc (the
'parent Company)' and its subsidiary (the 'Group') for the year ended 31
December 2024 which comprise Consolidated Income Statement, Consolidated
Statement of Financial Position, Company Statement of Financial Position,
Consolidated Statement of Changes in Equity, Company Statement of Changes in
Equity, Consolidated Statement of Cash Flows, Company Statement of Cash
Flows and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied
in the preparation of the group and parent Company financial statements is
applicable law and UK adopted international accounting standards.
In our opinion:
the financial statements give a true and fair view of the state of the Group's
and of the parent Company's affairs as at 31 December 2024 and of the group's
loss for the year then ended;
the Group and parent Company financial statements have been properly prepared
in accordance with UK adopted international accounting standards; and
the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the auditor Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the
Group and the parent Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Our approach to the audit
The scope of our audit was the audit of the Group and parent Company for the
year ended 31 December 2024. The audit was scoped by obtaining an
understanding of the Group and parent Company and their environment, including
the Group and parent Company's system of internal control and assessing the
risks of material misstatement.
Audit work to respond to the assessed risks was planned and performed directly
by the engagement team which performed full scope audit procedures.
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
First Class Metals Plc
Independent auditor's report to the members of First Class Metals Plc
Key Audit Matter How our scope addressed this matter
Exploration and Evaluation assets
The Group's accounting policy in respect of its exploration and evaluation We have evaluated whether, under IFRS 6 Exploration for and Evaluation of
assets ("E&E assets") is set out under "mineral property exploration and Mineral Assets, the assets are appropriately determined as an E&E assets.
evaluation costs" and its accounting policy in respect of impairment is set
out under "impairment of intangible assets" in Note 2 to the financial We have reviewed and challenged management's assessment with respect to
statements. indicators of impairment under IFRS 6.
Management have assessed E&E assets for impairment indicators under IFRS6 We have evaluated whether the relevant disclosures in the financial statements
and concluded that no triggers existed at the year-end. Determining whether are reasonable.
impairment indicators exist involves significant judgement by management,
including considering specific impairment indicators prescribed in IFRS 6. Our conclusion
There is a risk that if unidentified impairment indicators exist, the carrying We are satisfied that expenditure capitalised as E&E assets meet the
value of the E&E assets may not be fully recoverable. requirements of IFRS 6 and that management have adequately considered the
indicators which could give rise to an impairment charge in their assessment
of the carrying value of those assets.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and
application of materiality.
We define materiality as the magnitude of misstatement that could reasonably
be expected to influence the readers and the economic decisions of the users
of the financial statements. We use materiality to determine the scope of our
audit and the nature, timing and extent of our audit procedures and to
evaluate the effect of misstatements, both individually and on the financial
statements as a whole.
Materiality for the Group financial statements as a whole was set at £98,000,
based on 2.5% of the Gross Assets of the Group (2023: £91,000). This was
considered an appropriate level of materiality given the limited trading
activity of the Group and the significance of Gross Assets to users of the
financial statements at this stage of operations. Performance materiality was
set at £73,000, being 75% of materiality (2023: £68,000).
For income statement items, we determined that misstatements of lesser amounts
than materiality for the financial statements as a whole would make it
probably that the judgment of users, relying on the information would have
been changed or influenced by the misstatement or omission. Accordingly, we
set specific materiality figure of £95,000 (2023: N/A) for these balances.
Performance materiality was set at £71,000 (2023: N/A). The specific
materiality was based on 7.5% of loss before tax.
We report to the Board any corrected or uncorrected misstatements arising
exceeding £4,000 (2023: £3,400).
Material uncertainty related to going concern
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
First Class Metals Plc
Independent auditor's report to the members of First Class Metals Plc
Our evaluation of the directors' assessment of the Group's and parent
Company's ability to continue to adopt the going concern basis of accounting
included:
· Reviewing management's financial forecasts for the next twelve
months and discussing these with the Board;
· Discussing the Board's strategy to ensure sufficient funds are
available to the Group to finance its plans through fund raising, debt or
asset realisation;
· Reviewing existing expenditure and overhead levels;
· Reviewing post year end investment activity and fund raising; and
· Reviewing the adequacy of the disclosure within the financial
statements relating to the Directors' assessment of the going concern basis of
preparation.
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
We draw attention to Note 2 in the accounting policies, concerning the Group's
ability to continue as a going concern. The matters explained in Note 2
indicate that the Group needs to raise further finance to fund its working
capital needs and development plans. As at the date of approval of these
financial statements there are no legally binding agreements relating to
securing the required funds. These events or conditions along with the matters
set forth in Note 2 indicate the existence of a material uncertainty which may
cast significant doubt over the Group's ability to continue as a going
concern.
Our opinion is not modified in respect of this matter.
Other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and the Directors' Report for
the financial year for which the financial statements are prepared is
consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent
Company and their environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the Directors'
Report.
First Class Metals Plc
Independent auditor's report to the members of First Class Metals Plc
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
Company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent Company financial statements and the part of the
Directors' remuneration report to be audited are not in agreement with the
accounting records and returns; or
· certain disclosures of Directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out
on page 61, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error. In preparing the financial
statements, the directors are responsible for assessing the Group's and parent
Company's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or parent
Company or to cease operations,
or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
We evaluated the directors' and management's incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of
override of controls) and determined that the principal risks were related to
posting manual journal entries to manipulate financial performance, management
bias through judgements and assumptions in significant accounting estimates
and significant one-off or unusual transactions.
Our audit procedures were designed to respond to those identified risks,
including non-compliance with laws and regulations (irregularities) and fraud
that are material to the financial statements. Our audit procedures included
but were not limited to:
· Discussing with the directors and management their policies and
procedures regarding compliance with laws and regulations;
· Communicating identified laws and regulations throughout our
engagement team and remaining alert to any indications of non-compliance
throughout our audit; and
· Considering the risk of acts by the Group and parent Company
which were contrary to applicable laws and regulations, including fraud.
·
Our audit procedures in relation to fraud included but were not limited to:
· Making enquiries of the directors and management on whether they
had knowledge of any actual, suspected or alleged fraud;
· Gaining an understanding of the internal controls established to
mitigate risks related to fraud;
· Discussing amongst the engagement team the risks of fraud; and
· Addressing the risks of fraud through management override of
controls by performing journal entry testing.
First Class Metals Plc
Independent auditor's report to the members of First Class Metals Plc
There are inherent limitations in the audit procedures described above and the
primary responsibility for the prevention and detection of irregularities
including fraud rests with management. As with any audit, there remained a
risk of non-detection of irregularities, as these may involve collusion,
forgery, intentional omissions, misrepresentations or the override of internal
controls.
A further description of our responsibilities is located on the Financial
Reporting Council's website at:
https://www.frc.org.uk/auditorsresponsibilities. This description forms part
of our Auditor's Report.
Other matters which we are required to address
We were appointed by The Board on 9 February 2023 to audit the financial
statements for the year ended 31 December 2022 and subsequent financial
periods. Our total uninterrupted period of engagement is three years, covering
the periods ending 31 December 2022 to 31 December 2024.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the Group and parent Company and we remain independent of the
Group and parent Company in conducting our audit.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members, as
a body, for our audit work, for this report, or for the opinions we have
formed.
Martin Chatten (Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited
Date:
30 April 2025
Chartered Accountants
Statutory Auditor
The Copper Room
Deva City Office Park
Trinity Way
Manchester M3 7BG
United Kingdom
1 (#_ftnref1) (FCM and FCMC are collectively referred to as the "Group")
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR UROBRVRUSOARRecent news on FIRST CLASS METALS
See all newsREG - First Class Metals - Update on Fundraise
AnnouncementREG - First Class Metals - Annual Financial Report
AnnouncementREG - First Class Metals - Total Voting Rights
AnnouncementREG - First Class Metals - Board Changes and Update on Fundraise
AnnouncementREG - First Class Metals Power Metal Res. - Holding(s) in Company
Announcement