REG - First Class Metals - Posting of Circular and Notice of General Meeting

FIRST CLASS METALSAnnouncement

31/01/2025 16:45

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RNS Number : 5298V  First Class Metals PLC  31 January 2025

 

 

FIRST CLASS METALS PLC

31 January 2025

Posting of Circular and Notice of General Meeting

 

First Class Metals plc ("First Class Metals", "FCM" or the "Company"), the
Canada-focused precious and base metal explorer, with extensive land holdings
in northern Ontario, announces that, further to the announcement made on 18
December 2024, a circular, together with a notice of General Meeting ("GM")
("Circular"), will be posted to shareholders today, seeking shareholder
approval for the first stage of the conditional subscription ("Stage 1
Subscription") by The 79(th) GRP Limited ("Seventy Ninth Group" or the
"Investor"). The Directors believe that the proposed investment is in the best
interests of shareholders and is calling the GM to seek shareholder approval
to enable the resolution to be passed.

The GM is due to be held at The Waterfront Hotel, Marine Lake, Southport Pier,
Southport, PR9 0DZ, at 11 a.m. on 24 February 2025.

 

The First Subscription

On 18 December 2024, the Company announced that it had entered into a
conditional subscription agreement with the Seventy Ninth Group for a total
investment of approximately £2.18 million subject, inter alia, to FCM
shareholder approval ("Subscription"). The transaction is to be completed via
a direct subscription into the Company in two stages for a total of
128,500,000 ordinary shares of £0.001 ("Shares") at 1.7p per Share
("Subscription Shares").

The Circular relates only to the Stage 1 Subscription, consisting of
78,552,084 Shares ("Stage 1 Shares") which uses the Company's current
shareholder authority to issue shares on a non-pre-emptive basis. The
completion of the issue of the Stage 1 Shares is subject to (i) publication of
an FCA approved prospectus, (ii) shareholder approval by independent
shareholders of a waiver in accordance with Rule 9 of the Takeover Code and
(iii) admission of the Stage 1 Shares to the Official List and to trading on
the Main Market of the London Stock Exchange plc ("Stage 1 Admission").

Shareholders should be aware that if the resolution to approve the Rule 9
Waiver in respect of the Stage 1 Subscription is not approved at the GM, the
transaction (being the Stage 1 and Stage 2 Subscriptions as well as the issue
of the OnGold Shares, the Quinlan Shares and the Replacement Shares (each as
defined in the Circular)) will not proceed in any respect. Shareholders are
urged to vote in favour of the Resolution, which the Board considers to be in
the best interests of the Shareholders as a whole.

 

The Circular will also be available to view on the Company's website at:

https://firstclassmetalsplc.com/prospectus-and-reports.

Unless the context otherwise requires, words and expressions in this
announcement shall have the same meaning as in the Circular.

This announcement contains information that, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).

The Directors take responsibility for this announcement.

For further information, please contact:

James Knowles, Executive Chair

Email: JamesK@Firstclassmetalsplc.com

Tel: 07488 362641

Marc J Sale, CEO

Email: MarcS@Firstclassmetalsplc.com

Tel: 07711 093532

Novum Securities Limited (Financial Adviser)

David Coffman / Daniel Harris

Website: www.novumsecurities.com (http://www.novumsecurities.com)

Tel: (0)20 7399 9400

Axis Capital Markets (Broker)

Lewis Jones / Ben Tadd

Website: Axcap247.com (http://www.axcap247.com)

Tel: (0)203 026 0449

For further information about Seventy Ninth Group, please contact:

Tim Blythe, Partner, BlytheRay (Public Relations)
Email: Tim.Blythe@BlytheRay.com

Tel: (0)20 7138 3205

 

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