REG - First Class Metals - Half Yearly Report
30/09/2025 07:00
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RNS Number : 3031B First Class Metals PLC 30 September 2025
First Class Metals PLC
Half Yearly Report
For the Six Months Ended 30 June 2025
First Class Metals PLC ("First Class Metals", "FCM", or the "Company"), UK
listed company focused on the discovery of economic metal deposits across its
exploration properties in Ontario, Canada, is pleased to present its interim
results for the six months ended 30 June 2025.
For Further Information:
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For further information, please contact:
James Knowles, Executive Chair
Email: JamesK@Firstclassmetalsplc.com
Tel: 07488 362641
Marc J Sale, CEO and Executive Director
Email: MarcS@Firstclassmetalsplc.com
Tel: 07711 093532
Novum Securities Limited (Financial Adviser)
David Coffman
Website: www.novumsecurities.com (http://www.novumsecurities.com)
Tel: (0)20 7399 9400
Axis Capital Markets (Broker)
Lewis Jones
Website: Axcap247.com (http://www.axcap247.com)
Tel: (0)203 026 0449
Chairman's Statement
The first half of 2025 has been one of both operational progress and
significant corporate developments for First Class Metals PLC. Our exploration
efforts in Ontario, Canada, have advanced materially, particularly at the
flagship Sunbeam and North Hemlo Properties. We have also taken important
steps in corporate governance, funding strategy, and portfolio management to
position the Company for sustainable growth.
The early part of the year saw the Board focus on completing the strategic
investment from 79th GRP Limited ("79th GRP") that had been announced in
December 2024. The first stage of this investment was completed on 25
February 2025 following the passing of the necessary resolutions at a General
Meeting of the Company and the publication of an FCA approved prospectus. This
also saw David Webster appointed as a director and Non-Executive Chairman.
Immediately following this, the media reported that allegations had been made
by the City of London Police concerning 79th GRP and as result the second
stage of the investment did not proceed and Mr Webster resigned from the
Board. 79th GRP subsequently appointed administrators.
Despite the second stage of a planned strategic investment not proceeding, the
Board moved swiftly to secure the Company's financial flexibility through
alternative funding arrangements. This decisive action has allowed us to
maintain momentum across our exploration programmes without disruption.
Encouragingly, we have received strong interest from a range of potential
partners - both equity and non-equity, reflecting continued market recognition
of the quality, scale, and strategic positioning of our asset portfolio.
At Board level, my return as Executive Chairman has provided continuity of
leadership and sharpened our strategic focus. We have reinforced our
governance framework and operational discipline to ensure that the Company
remains agile in both its technical execution and its corporate
decision-making.
With a robust project pipeline, a clear technical roadmap, and a
well-capitalised plan for the months ahead, we have entered the second half of
the year with renewed energy. Our focus is on delivering tangible progress at
our priority projects, advancing towards defined value milestones, and
ensuring that First Class Metals continues to strengthen its standing as one
of the most active and ambitious exploration companies in Ontario.
James Knowles
Executive Chairman
Operational Review
Sunbeam Project
Work at Sunbeam during the first half of 2025 has centred on the winter
exploration programme and the ramp-up of the current field season. Winter lake
sediment sampling was undertaken across both the original property and the
recently staked extension ground, marking the first systematic geochemical
coverage of these new areas. Reference samples were also collected around the
historic Sunbeam, Roy, and Pettigrew developments to benchmark anomalism
levels.
Preliminary results have highlighted several new gold-anomalous catchments
within the extension ground, extending the known mineralised footprint and
providing fresh targets for follow-up. Importantly, the winter fieldwork was
complemented by the input of Professor Mary Louise Hill, whose on-site
structural observations at Roy have sharpened our understanding of the
controls on mineralisation. This insight is now being integrated with soil
geochemistry, geophysics, and LiDAR interpretation to further refine drill
targeting.
The late-2024 orientation soil survey, which revealed cohesive gold anomalies,
most notably around the Roy zone, is now being expanded into a wider grid,
focussed on a section of the Roy lineament. This larger survey aims to
identify additional zones along the Roy structure, prioritising those with the
strongest gold-in-soil responses for drilling consideration.
This systematic approach, combining Professor Hill's structural expertise with
targeted geochemical and geophysical programmes, is designed to rapidly build
the geological model for Sunbeam. By moving from orientation work to a wider
coverage sampling and prioritised follow-up, the focus is on enabling
cost-effective drill targeting while preserving optionality across the
district-scale property.
North Hemlo Project
The 2025 field season has built upon the work completed in 2024. Results from
stripping, channel sampling, and soil surveys along the Dead Otter Trend (DOT)
have confirmed a significantly wider gold anomalous corridor, now interpreted
to be approximately 30m in width over a strike length exceeding 3km.
High-grade grab samples up to 19.6 g/t Au, along with strong molybdenum
pathfinder signatures, highlight the trend's geological significance and its
similarity to the Barrick Hemlo gold system.
Winter work, including lake sediment sampling and Very Low Frequency (VLF)
geophysics, has refined target areas for future drilling campaigns. Structural
analysis, integration of LiDAR data, and magnetic survey results are expected
to optimise drill targeting and improve the cost-effectiveness of exploration.
Kerrs Gold Project
The Kerrs Gold Project remains an important strategic holding within the
portfolio, located in the prolific Abitibi Greenstone Belt, one of the most
established and well-endowed gold-producing regions in the world. The property
hosts a historical NI 43-101 inferred resource of 386,467 ounces of gold at an
average grade of 1.71 g/t, underscoring its potential as a meaningful gold
asset within a highly competitive district.
During the first half of 2025, work has focused on a detailed geophysical
interpretation of the high-resolution magnetic survey completed in 2024. This
exercise is aimed at enhancing the geological understanding of the property
and identifying areas of structural and lithological interest that could offer
future optionality. Discussions are also progressing to secure access to the
complete historical drill database, which would allow for a more comprehensive
evaluation of the resource and surrounding exploration potential.
While no immediate plans are in place to advance Kerrs to drilling, the
property's combination of historical work, district location, and resource
pedigree provides First Class Metals with flexibility in how best to unlock
its value. This could include selective technical studies, further geophysical
analysis, or strategic transactions, depending on how its best fits within the
wider corporate and operational objectives.
Activities on Other Properties
· Esa Project: Infill soil lines are being planned to refine the
large gold anomaly and identify stripping targets.
· Zigzag Lithium Project: Metallurgical studies are under
consideration for the hard rock lithium mineralisation.
· Quinlan Lithium Property In line with the Company's ongoing
portfolio review, First Class Metals PLC confirms that it will not be
proceeding with the Quinlan Lithium Property earn-in agreement originally
announced on 21 March 2024. This decision reflects the Company's focus on
advancing its core gold projects where the Board believes the potential to
deliver near- to medium-term value for shareholders is strongest.
Corporate Developments
· Board Changes: David Webster was appointed and subsequently
stepped down as Non-Executive Chairman during the period. Following his
resignation, James Knowles resumed the role of Executive Chairman to ensure
continuity of leadership and to maintain strategic momentum.
· Fundraising: In June 2025, the Company successfully raised gross
proceeds of £520,000 through the issue of 26,000,000 new ordinary shares at
2p per share - a modest 7% discount to the prevailing market price.
The placing, arranged by Clear Capital Markets, was strongly supported by
institutional and high-net-worth investors. The proceeds have strengthened the
Company's working capital position and are being deployed towards targeted
early-summer exploration programmes across our portfolio, aimed at refining
key targets ahead of more intensive fieldwork later in the season.
· Strategic Innovation in Funding: In July 2025, First Class Metals
signed a non-binding Memorandum of Understanding (MOU) with Valereum Plc, a
market-leading digital asset infrastructure group, to explore the potential
application of regulated tokenisation for mineral exploration project funding
This initiative seeks to evaluate whether a digital, project-level funding
model could provide non-dilutive capital, broaden access to global investors,
and align with emerging ESG-focused investment trends. While exploratory in
nature, this collaboration positions First Class Metals at the forefront of
innovative financing within the junior exploration sector, with the potential
to transform how early-stage mineral projects are funded and advanced.
· Strategic Portfolio Activity: During the same period, the Company
signed a non-binding Letter of Intent for a potential disposal of one of its
properties for an all-cash consideration. While there is no certainty that
this transaction will proceed, due diligence is progressing positively, and
the proposal reflects growing third-party interest in the Company's highly
prospective portfolio.
Outlook
The exploration results continue to validate the geological potential of the
core assets, with North Hemlo and Sunbeam leading the pipeline of growth
opportunities. With targeted work programmes ready for execution and ongoing
funding initiatives, the Board is confident in its ability to advance the
projects and deliver value for shareholders.
The current strength in the gold price, underpinned by persistent
macroeconomic uncertainty, strong central bank buying, and a tightening
supply-demand balance, is creating a supportive environment for junior
explorers. Historically, such conditions have driven renewed investor interest
in early-stage companies with quality projects and credible exploration
strategies - a dynamic that First Class Metals is well positioned to benefit
from.
At Sunbeam, both the expanded soil sampling programme and the VLF geophysical
survey have been completed, with results expected in the coming weeks. These
datasets will be integrated to refine target definition, with drilling at
priority targets at both Sunbeam and North Hemlo considered probable based on
current planning and resourcing. Work at Kerrs and Esa is also anticipated to
progress in parallel, with activity paced to align with our disciplined
capital management approach. Across all projects, the Board remains committed
to technical excellence and to maintaining clear, transparent engagement with
all stakeholders.
Financial Review
As an exploration company without current revenues, the financial position is
managed to prioritise expenditure on value-accretive exploration activities.
The equity issue in February 2025 provided working capital to advance our
projects while alternative funding options are explored.
Operating costs for the period reflect the execution of winter and early
spring exploration programmes, along with corporate expenses associated with
governance changes, regulatory compliance, and stakeholder communications.
Cash resources at the end of the period provide a sufficient runway into the
second half of the year, with additional funding discussions ongoing.
Post Period Highlights
Sunbeam Expansion: First Class Metals expanded the Sunbeam property by
entering into an option agreement over two additional claim blocks, increasing
the land package to more than 90km². This strategic addition strengthens the
project's position between Agnico Eagle's Hammond Reef deposit and its
regional holdings, further enhancing the scale and prospectivity of Sunbeam.
Geophysical & Soil Programmes: A Very Low Frequency (VLF)-magnetic
survey covering 17.1km of grid and an extensive soil sampling programme was
completed at Sunbeam. Results are now undergoing interpretation, with both
datasets expected to refine drill target selection across the >10km Roy
lineament and associated structures.
Corporate Development - Issue of Equity: On 10 September 2025, 276,924
ordinary shares were issued to satisfy the first Sunbeam South-East share
payment, bringing the Company's issued share capital to 233,932,820 ordinary
shares.
Board Strengthening: In September 2025, the Board was further strengthened
by the reappointment of Marc J. Sale as an executive director. Having remained
CEO throughout, his return to the Board ensures leadership and alignment at a
pivotal stage in advancing the Company's Ontario gold portfolio.
Quinlan Lithium Property In line with the Company's ongoing portfolio review,
First Class Metals PLC confirms that it will not be proceeding with the
Quinlan Lithium Property earn-in agreement originally announced on 21 March
2024. This decision reflects the Company's focus on advancing its core gold
projects where the Board believes the potential to deliver near- to
medium-term value for shareholders is strongest.
Interim Financial Report
This interim financial report does not include all the notes of the type
normally included in an annual financial report. Accordingly, this report
should be read in conjunction with the financial statements for the year ended
31 December 2024 and any public announcements made by First Class Metals Plc
during and subsequent to the interim reporting period.
Principal Risks
The principal risks and uncertainties for the remaining six months of the
financial year remain the same as those contained within the annual report and
accounts as at 31 December 2024.
Related- party transactions
See note 13 for a list of the related party transactions that have taken place
in the first six months of the current financial year. There have been no
changes in the related party transactions described in the last annual report
that could have a material effect on the financial position or performance of
the Group in the first six months of the current financial year.
Post Reporting Date Events
See note 12 for a list of these events.
Statement of directors' responsibilities
The directors confirm that these condensed interim financial statements have
been prepared in accordance with UK adopted International Accounting Standard
34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct Authority and that
the interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the
first six months and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· material related-party transactions in the first six months and any
material changes in the related-party transactions described in the last
annual report.
By order of the board
James Knowles
Executive Chairman
29 September 2025
Consolidated Income Statement for the Period from 1 January 2025 to 30 June
2025
6 months to 6 months to 12 months to
30 June 30 June 31 December
2025 2024 2024
£ £ £
Unaudited Unaudited Audited
Revenue - - -
Cost of sales - - -
Gross loss - - -
Administrative expenses (939,700) (573,159) (1,365,247)
Other gains - 32,503 31,906
Operating loss (939,700) (540,656) (1,333,368)
Finance income 705 71 177
Finance costs 7,681 (16,100) (26,766)
Net finance cost 8,386 (16,029) (26,589)
Loss before tax (931,314) (556,685) (1,359,957)
Loss for the period (931,314) (556,685) (1,359,957)
Profit/(loss) attributable to:
Owners of the company (931,314) (556,685) (1,359,957)
Loss for the period (931,314) (556,685) (1,359,957)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation (losses)/gains 13,792 (9,848) (13,094)
Total comprehensive (loss)/income for the period (917,522) (566,533) (1,373,861)
Total comprehensive (loss)/income attributable to:
Owners of the company (917,522) (566,533) (1,373,861)
Loss per share: (0.71)p (0.87)p (1.53)p
Consolidated Statement of Financial Position as at 30 June 2025
Note 30 June 30 June 31 December
2025 2024 2024
£ £ £
Unaudited Unaudited Audited
Assets
Non-current assets
Property, plant and equipment 5 13,577 636 16,731
Mineral property exploration and evaluation 4 3,786,062 3,427,255 3,643,342
3,799,639 3,427,891 3,660,073
Current assets
Trade and other receivables 7 307,917 75,427 90,389
Cash and cash equivalents 8 285,918 83,006 221,071
593,835 158,433 311,460
Total assets 4,393,474 3,586,324 3,971,533
Equity and liabilities
Equity
Share capital 9 220,833 82,046 100,819
Share premium 7,568,480 4,719,622 5,474,035
Equity reserve 713,361 719,440 713,761
Foreign currency translation reserve - (9,736) (13,792)
Retained earnings (4,715,915) (2,981,329) (3,784,601)
Equity attributable to owners of the company 3,786,759 2,530,043 2,489,822
Current liabilities
Trade and other payables 11 606,715 821,596 558,603
Loans and borrowings 10 - 234,685 700,000
Total current liabilities 606,715 1,056,281 1,258,603
Non-current liabilities
Trade and other payables 11 - - 223,108
Total liabilities 606,715 1,056,281 1,481,711
Total equity and liabilities 4,393,474 3,586,324 3,971,533
Consolidated Statement of Changes in Equity for the Period from 1 January 2025
to 30 June 2025
Unaudited Share capital Share premium Equity reserve Foreign currency translation Retained earnings Total equity
£ £ £ £ £ £
At 1 January 2025 100,819 5,474,035 713,361 (13,792) (3,784,601) 2,489,822
Loss for the period - - - - (931,314) (931,314)
Other comprehensive income - - - 13,792 - 13,792
Total comprehensive income - - - 13,792 (931,314) (917,522)
New share capital subscribed 120,014 2,094,445 - - - 2,214,459
At 30 June 2025 220,833 7,568,480 713,361 - (4,715,915) 3,786,759
Unaudited 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 period - - - - (556,685) (556,685)
Other comprehensive income - - - (9,848) - (9,848)
Total comprehensive income - - - (9,848) (556,685) (566,533)
At 30 June 2024 82,046 4,719,622 719,440 (9,736) (2,981,329) 2,530,043
Audited 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 period - - - - (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
Consolidated Statement of Cash Flows for the Period from 1 January 2024 to 30
June 2024
Note 6 months to 6 months to 12 months to
30 June 30 June 31 December 2024
2025 2024 £
£ £ Audited
Unaudited Unaudited
Cash flows from operating activities
Loss for the period (931,314) (576,268) (1,359,957)
Adjustments to cash flows from non-cash items
Depreciation and amortisation 3,154 266 1,495
Profit on disposal of intangible assets - (32,503) 3,153
Impairment losses - 3,306 (31,906)
Foreign exchange loss 123,823 104,910 202,357
Finance income (705) (71) (177)
Finance costs (7,681) 16,099 26,766
(812,723) (484,261) (1,158,269)
Working capital adjustments
(Increase)/decrease in trade and other receivables 7 (217,528) 99,208 199,623
Increase/(decrease) in trade and other payables 11 (174,996) 54,221 255,181
Increase in deferred consideration - (54,609) -
Net cash flow from operating activities (1,205,247) (385,441) (703,465)
Cash flows from investing activities
Interest received 705 71 177
Acquisitions of property plant and equipment - - (17,323)
Proceeds from sale on intangible assets - 274,291 262,480
Acquisition of mineral property exploration and revaluation 4 (178,663) (287,210) (653,081)
Net cash flows from investing activities (177,958) (12,848) (407,747)
Cash flows from financing activities
Interest paid - - -
Proceeds from issue of ordinary shares, net of issue costs 2,214,459 - 773,186
Proceeds from other borrowing draw downs - 230,000 700,000
Repayment of other borrowing (700,000) (160,000) (160,000)
Financing of shares loaned by directors (97,141) 166,500 (103,220)
Finance cost of financial instruments 7,681 - (26,766)
Foreign exchange loss 23,053 - 8,281
Net cash flows from financing activities 1,448,052 236,500 1,191,481
Net increase in cash and cash equivalents 64,847 (161,789) 80,269
Cash and cash equivalents at 1 January 221,071 140,802 140,802
Effect of exchange rate fluctuations on cash held - 99,308 -
Cash and cash equivalents at 30 June 285,918 78,321 221,071
Notes to the Financial Statements for the Period from 1 January 2024 to 30
June 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 24 Manor Court Offices
Salesbury Old Road
Ribchester Preston
Lancashire PR3 3XR
United Kingdom
These unaudited interim results comprise the Company and its subsidiary, First
Class Metals Canada Inc.
The Company's interim report and accounts for the six months ended 30 June
2025 have been prepared using the recognition and measurement principles of
International Accounting Standards in conformity with the requirements of the
Companies Act 2006.
These interim financial statements for the six months ended 30 June 2025
should be read in conjunction with the financial statements for the year ended
31 December 2024, which have been prepared in accordance with International
Financial Reporting Standards ("IFRSs") as applied in accordance with the
provisions of the Companies Act 2006. The interim report and accounts do not
include all the information and disclosures required in the annual financial
statements.
The interim report and accounts have been prepared in accordance with IAS34
(interim financial statements) and on the basis of the accounting policies,
presentation and methods of computation as set out in the Company's December
2024 Annual Report and Accounts, except for those that relate to new standards
and interpretations effective for the first time for periods beginning on (or
after) 1 January 2025 and will be adopted in the 2025 annual financial
statements.
The financial information is presented in Pounds Sterling, rounded to the
nearest pound and has been prepared under the historical cost convention.
The interim report and accounts do not comprise statutory accounts within the
meaning of section 434 of the Companies Act 2006. These interim financial
statements were approved by the Board of Directors on XX September 2025. The
results for the six months to 30 June 2025 and the comparative results for the
six months to 30 June 2024 are unaudited. The figures for the year ended 31
December 2024 are extracted from the audited statutory accounts of the Company
for that period.
Going Concern
The Directors have confirmed their intention to support the Company whilst it
is in the process of raising funds to achieve its business plans. The
Directors consider that sufficient resources are available to support the
Company's operations for the foreseeable future and therefore believe that the
going concern basis of preparation is appropriate.
2 Loss per share
6 months ended 6 months ended 12 months ended
30 June 2024 30 June 2024 31 December 2024
(unaudited) (unaudited) (audited)
Loss from operations £ (917,522) (556,685) (1,373,861)
Weighted average number of shares 129,541,715 63,838,554 89,797,752
Basic and fully diluted loss per share Pence (0.71) (0.87) (1.53)
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the Company by the weighted average number of ordinary shares in
issue during the period.
There are potentially issuable shares all of which relate to share warrants
issued as part of placings in 2022. 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.
3 Earnings per share
The calculation of the basic and diluted earnings per share (EPS) has been
based on the loss attributable to ordinary shareholders and weighted-average
number of ordinary shares outstanding.
4 Mineral property exploration and evaluation
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
At 1 January 2025 3,729,129
Additions 275,804
Disposals -
Foreign exchange movements (136,218)
At 30 June 2025 3,868,715
Amortisation
Impairment charge 82,653
Carrying amount
At 30 June 2025 3,786,062
At 30 June 2024 3,427,255
At 31 December 2024 3,643,342
5 Property, plant and equipment
Group
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
At 1 January 2025 17,323 1,598 18,921
Additions - - -
At 30 June 2025 17,323 1,598 18,921
Depreciation
At 1 January 2024 - 695 695
Charge for the period 962 533 1,495
At 31 December 2024 962 1,228 2,190
At 1 January 2025 962 1,228 2,190
Charge for the period 2,888 266 3,154
At 30 June 2025 3,850 1,494 5,344
Carrying amount
At 30 June 2025 13,473 104 13,577
At 31 December 2024 16,361 370 16,731
6 Investments
Group subsidiaries
Details of the group subsidiaries as at 30 June 2025 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% 100%
Suite 401
Toronto
ON M5J 1R7
Canada
* indicates direct investment of the company.
7 Trade and other receivables
30 June 30 June 31 December
2025 2024 2024
£ £ £
Accrued income - 34,684 32,501
Prepayments 5,960 2,292 11,981
Other receivables 301,957 38,451 45,907
307,917 75,427 90,389
8 Cash and cash equivalents
30 June 30 June 31 December
2025 2024 2024
£ £ £
Cash at bank 285,918 83,006 221,071
Bank overdrafts - (4,685) -
285,918 78,321 221,071
9 Share capital
Allotted, called up and fully paid shares
30 June 2025 31 December
2024
No £ No £
Ordinary shares of £0.001 each 220,833,371 220,833 100,819,240 100,819
During the period, the Company raised gross proceeds of £520,000 through the
issue of 26,000,000 new ordinary shares of £0.001 each at a price of 2.0
pence per share. The issue represented a discount of approximately 7% to the
closing mid-market price of 2.15 pence on 4 June 2025. The placing comprised
25,000,000 new ordinary shares raising £500,000 through Clear Capital Markets
Limited, with the shares placed with institutional and high net worth
investors, and a private subscription of 1,000,000 new ordinary shares by
Non-Executive Director Marc Bamber raising £20,000.
Zigzag Option Agreement
In accordance with the Zigzag Option Agreement, payments and issuances of FCM
ordinary shares are scheduled over a four-year period. The following table
provides a detailed summary of the contractual obligations for cash payments,
the issuance of ordinary shares, and the annual work commitments as per the
agreement:
Date Cash (CAD$) Ordinary FCM Shares (CAD$) Annual Work Commitment (CAD$)
On Signing $50,000 $25,000 $0
June 01, 2023 $75,000 $30,000 $50,000
June 01, 2024 $100,000 $50,000 $100,000
June 01, 2025 $125,000 $60,000 $150,000
June 01, 2026 $150,000 $85,000 $250,000
Total $500,000 $250,000 $550,000
Issuance of FCM Ordinary Shares
In line with IFRS requirements, the Company recognises option payments and
share issuances as they fall due. All contractual cash payments and share
issuances due under the Zigzag Option Agreement up to and including 1 June
2025 have been fully satisfied. Accordingly, no liabilities in respect of
past-due obligations remain outstanding at the reporting date. The only
remaining commitments are those scheduled for 1 June 2026, together with the
associated annual work commitments, which will be recognised as they become
due.
Kerrs Gold Property - IFRS Disclosure
In accordance with the Kerrs Gold Property Agreement, the following is a
summary of the contractual obligations:
Due Date Share Payments Cash Payments (CAD$)
Upon signing the Agreement - $6,000 ($10,000 less $4,000 exclusivity deposit)
Six months after the Effective Date - $10,000
Within four months of signing the Agreement upon publication of a prospectus CAD $20,000 in share value -
On the 1st anniversary of the Effective Date CAD $30,000 in share value $30,000
On the 2nd anniversary of the Effective Date CAD $40,000 in share value $40,000
On the 3rd anniversary of the Effective Date CAD $60,000 in share value $60,000
Total CAD $150,000 in share value $150,000
In line with IFRS requirements, the Company recognises option payments and
share issuances as they fall due under the Kerrs Gold Property Agreement. As
of the reporting date, all share payment obligations have been fully
satisfied, including the acceleration and completion of the second and third
scheduled share issuances in June 2025. The only obligations remaining are the
second and third cash instalments, totalling CAD $100,000, which will be
settled in line with the agreement. No liabilities remain outstanding in
respect of share payments, and future reporting periods will reflect the
settlement of the remaining cash obligations together with any subsequent
contractual commitments as they fall due.
Quinlan Property - IFRS Disclosure
In accordance with the Quinlan Property Agreement, the following is a summary
of the contractual obligations:
Date Cash (CAD$) Ordinary FCM Shares (CAD$) Annual Work Commitment (CAD$)
On signing $10,000 $15,000 $0
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 $400,000
Issuance of Shares
As of 30 June 2025 all other obligations remain on schedule and will be
reflected in future reporting periods.
Ongold Property - IFRS Disclosure
The Company confirms that all obligations under the Ongold Property Agreement
were fully satisfied in June 2025, with the required share issuance completed.
As a result, First Class Metals now holds 100% ownership of the Ongold
Property, and no further liabilities or commitments remain under the
agreement.
10 Loans and borrowings
Issuance of FCM Ordinary Shares
In line with IFRS requirements, the Company recognises option payments and
share issuances as they fall due. All contractual cash payments and share
issuances due under the Zigzag Option Agreement up to and including 1 June
2025 have been fully satisfied. Accordingly, no liabilities in respect of
past-due obligations remain outstanding at the reporting date. The only
remaining commitments are those scheduled for 1 June 2026, together with the
associated annual work commitments, which will be recognised as they become
due.
Kerrs Gold Property - IFRS Disclosure
In accordance with the Kerrs Gold Property Agreement, the following is a
summary of the contractual obligations:
Due Date Share Payments Cash Payments (CAD$)
Upon signing the Agreement - $6,000 ($10,000 less $4,000 exclusivity deposit)
Six months after the Effective Date - $10,000
Within four months of signing the Agreement upon publication of a prospectus CAD $20,000 in share value -
On the 1st anniversary of the Effective Date CAD $30,000 in share value $30,000
On the 2nd anniversary of the Effective Date CAD $40,000 in share value $40,000
On the 3rd anniversary of the Effective Date CAD $60,000 in share value $60,000
Total CAD $150,000 in share value $150,000
In line with IFRS requirements, the Company recognises option payments and
share issuances as they fall due under the Kerrs Gold Property Agreement. As
of the reporting date, all share payment obligations have been fully
satisfied, including the acceleration and completion of the second and third
scheduled share issuances in June 2025. The only obligations remaining are the
second and third cash instalments, totalling CAD $100,000, which will be
settled in line with the agreement. No liabilities remain outstanding in
respect of share payments, and future reporting periods will reflect the
settlement of the remaining cash obligations together with any subsequent
contractual commitments as they fall due.
Quinlan Property - IFRS Disclosure
In accordance with the Quinlan Property Agreement, the following is a summary
of the contractual obligations:
Date Cash (CAD$) Ordinary FCM Shares (CAD$) Annual Work Commitment (CAD$)
On signing $10,000 $15,000 $0
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
Issuance of Shares
As of 30 June 2025 all other obligations remain on schedule and will be
reflected in future reporting periods.
Ongold Property - IFRS Disclosure
The Company confirms that all obligations under the Ongold Property Agreement
were fully satisfied in June 2025, with the required share issuance completed.
As a result, First Class Metals now holds 100% ownership of the Ongold
Property, and no further liabilities or commitments remain under the
agreement.
10
Loans and borrowings
30 June 30 June 31 December
2025 2024 2024
£ £ £
Current loans and borrowings
Bank overdraft - 4,685 -
Other borrowings - 230,000 700,000
- 234,685 700,000
The group's exposure to market and liquidity risks, including maturity
analysis, relating to loans and borrowings is disclosed in note 15 "Financial
risk review".
11 Trade and other payables
Current 30 June 30 June 31 December
2025 2024 2024
£ £ £
Trade payables 131,169 128,613 152,829
Accrued expenses and deferred consideration 408,019 483,170 343,287
Social security and other taxes 54,033 23,796 26,703
Outstanding defined contribution pension costs - - -
Other payables 13,494 186,017 35,784
606,715 821,596 558,603
Non-current
Deferred consideration - - 223,104
12
Post balance sheet events
No adjusting or non-adjusting events have occurred after the reporting date of
30 June 2025 that would require disclosure or adjustment in these unaudited
interim financial statements.
For information regarding other post period highlights please see the relevant
section above.
13 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.
During the period, the Group incurred consultancy and travel expenses in
relation to the intangible assets from Specialist Exploration Services
(Scotland) Limited, a company controlled by a common director. The services
were for £73,084 (Dec 2024: £111,116) of which £ nil was outstanding at
30 June 2025.
During the year, the Group incurred director's fees for A Williamson through
Vrynwy Limited. The services were for £20,650 (2024: £ 39,315) of which
£nil was outstanding at 30 June 2025.
During the year, the Group incurred director's fees for M Bamber through
Bufalo Associates Limited, a company controlled by a common director. The
services were for £23,000 (Dec 2024: £15,750) of which £Nil was outstanding
at 30 June 2025.
During the year ended 30 June 2025, the Company repaid in full the director's
share loan of 9,500,001 ordinary shares previously provided by James Knowles,
by issuing 9,500,001 ordinary shares back to him. No new share loans were made
by James Knowles in the year. At 30 June 2025, the amount outstanding in
respect of directors' share loans was nil (Dec 2024 9,500,001).
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