REG - First Class Metals - Private Subscription - New Directors Share Loan

FIRST CLASS METALSAnnouncement

17/07/2024 09:15

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RNS Number : 7521W  First Class Metals PLC  17 July 2024

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "EU MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

 

FIRST CLASS METALS PLC

17  July 2024

Private Subscription

New Directors Share Loan

First Class Metals PLC ("First Class Metals" "FCM" or the "Company") is a UK
metals exploration company focused on the discovery of economic metal deposits
across its extensive Canadian - Northern Ontario land holding, is pleased to
announce that it has completed a private placing of 3,035,714 ordinary shares
of £0.001 par value ("Shares") (the "Placing Shares") at a price of 2.8 pence
per Placing Share (the "Placing Price"), raising gross proceeds of £85,000
(the "Placing").

The Placing Price represents a 5.6% premium to the mid-market closing price of
the Company's shares on 16 July 2024, the last trading date prior to the
completion of the placing.

Director's-Stock Lending Agreement(s)

The Company does not presently have sufficient headroom to enable the issue
and admission of the Placing Shares which are required to be issued pursuant
to the Placing without the production of a FCA approved prospectus. The
Company is therefore proposing that the director, James Knowles, loan a number
of shares amounting, in aggregate, to the Placing Shares, to the Company by
means of a share loan agreement (the "Share Lending Agreement"), to facilitate
the Placing by the Company. This loan involves no consideration being paid or
security granted to James Knowles or a chargeable fee.

The Placing is expected to be completed on or around 18 July 2024.

The Share Lending Agreements provide for the allotment of an aggregate of
5,912,059 new Shares in the Company to James Knowles by 30 December 2024 to
replace the Shares loaned in terms of the Share Lending Agreement.

James Knowles has elected not to charge a fee for the loan of these shares.

Material Related Party Transaction

James Knowles is a director of the Company. The Share Lending Agreement is a
material related party transaction ("MRPT") under the Disclosure Transparency
& Guidance Rules

Marc Sale, Marc Bamber and Andrew Williamson, being the independent directors
for the purpose of this MRPT, have approved the MRPT as being fair and
reasonable from the perspective of FCM and its shareholders.

Issue of Fee Shares & Zigzag Second Year Option to Nuinsco

In addition, 1,785,714  Shares are being placed with various professional
partners, to satisfy outstanding professional fees from parties who have opted
to take payment in  Shares over a cash payment.  We welcome this commitment
to the Company.

Zigzag Year Two Share Option Payment

1,090,631 new Shares are being issued to Nuinsco Resources Limited in respect
of the year two Zigzag 'option to earn in' ((1)see news release 9(th) March
2023), they will rank pari passu with the Company's existing issued ordinary
shares.

(1)https://polaris.brighterir.com/public/first_class_metals/news/rns/story/x8eolox

Both the professional fee shares & Zigzag Second Year Option payment are
being made from the Share Lending Agreement.

Total Voting Rights

The total number of voting rights in the Company remains unchanged. The figure
of 91,741,361 may be used by shareholders in the Company as the denominator
for calculations to determine if they have a notifiable interest in the share
capital of the Company under the Disclosure Guidance and Transparency Rules,
or if such interest has changed.

Directors Participation

As part of the Placing, 428,571 Shares were placed with two Directors of the
Company, as set out below:

 Director       Number of new Shares
 Marc Sale      321,429
 James Knowles  107,142

 

Ends

For further information, please contact:

 

 James Knowles, Executive Chairman  JamesK@Firstclassmetalsplc.com (mailto:JamesK@Firstclassmetalsplc.com)  07488 362641
 Marc J Sale, CEO                   MarcS@Firstclassmetalsplc.com (mailto:MarcS@Firstclassmetalsplc.com)    07711 093532

Novum Securities Limited

 

(Financial Adviser)

 

 David Coffman/ George Duxberry   www.novumsecurities.com   (0)20 7399 9400

 

 

NOTES TO EDITORS

First Class Metals PLC - Background

First Class Metals listed on the LSE in July 2022 and is focused on metals
exploration in Ontario, Canada which has a robust and thriving junior mineral
exploration sector. In particular, the Hemlo 'camp' near Marathon, Ontario is
a proven world class address for gold exploration, featuring the Hemlo gold
deposit operated by Barrick Gold (>23M oz gold produced), with the past
producing Geco and Winston Lake base metal deposits also situated in the
region.

FCM currently holds 100% ownership of seven claim blocks covering over 180km²
along a 150km strike of the Hemlo-Schreiber-Dayohessarah greenstone belt,
exploring for gold, base metals, and rare earth element mineralization. In
addition, FCM is carrying out a joint venture with Palladium One on the West
Pickle Lake Property in the region, a drill-proven ultra-high-grade Ni-Cu
project.

The flagship property North Hemlo had a high-definition low level magnetic
Heli-borne survey flown in April 2022, this was followed with ground
prospecting which ultimately defined the 'Dead Otter Trend' which is a
discontinuous 4.5km gold anomalous trend with a 19.6g/t Au peak grab sample.
This sampling being the highest known assay ever recorded on the North Limb of
Hemlo.

In October 2022 FCM completed the option to purchase the historical high-grade
past-producing Sunbeam gold mine near Atikokan, Ontario, ~15 km southeast of
Agnico Eagle's Hammond Reef gold deposit (3.3 Moz of open pit probable gold
reserves).

FCM acquired the Zigzag Project near Armstrong, Ontario in March 2023. The
property features Li-Ta-bearing pegmatites in the same belt as Green
Technology Metals' Seymour Lake Project, which contains a Mineral Resource
estimate of 9.9 Mt @ 1.04% Li2O. Zigzag was drilled prior to Christmas 2023
and results have now been released.

The significant potential of the properties for precious, base and battery
metals relates to 'nearology', since all properties lie in the same districts
as known deposits (Hemlo, Hammond Reef, Seymour Lake), and either contain
known showings, geochemical or geophysical anomalies, or favourable structures
along strike from known showings (e.g. the Esa project, with an inferred
Hemlo-style shear along strike from known gold occurrences).

 

Forward Looking Statements

Certain statements in this announcement may contain forward-looking statements
which are based on the Company's expectations, intentions and projections
regarding its future performance, anticipated events or trends and other
matters that are not historical facts. Such forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements sometimes use words such as 'aim',
'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal',
'believe', or other words of similar meaning. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given these risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.

 

Notification and public disclosure of transaction by person discharging
managerial responsibilities

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a.  Name                                                                                     1)   Marc Sale

                                                                                              2)   James Knowles
 2   Reason for notification
 a.  Position/Status                                                                          1)   Director

                                                                                              2)   Director
 b.  Initial notification/ Amendment                                                          Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                                                     First Class Metals PLC
 b.  LEI                                                                                      894500V981ZTFLGVOZ38
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a.  Description of the financial instrument, type of instrument                              Ordinary shares of £0.001 value each

Identification Code

                                                                                              ISIN Code: GB00BPJGTF16
 b.  Nature of the transaction                                                                participation in Placing
 c.  Price(s) and volume(s)                                                                   Price              Volume
                                                                                              1)   2.8p    321,429
                                                                                              2)   2.8p    107,142
 d.  Aggregated information                                                                   428,571 Shares at 2.8p

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                                                  17 July 2024
 f.  Place of the transaction                                                                 London Stock Exchange

d.

Aggregated information

 

- Aggregated Volume

 

- Price

428,571 Shares at 2.8p

e.

Date of the transaction

17 July 2024

f.

Place of the transaction

London Stock Exchange

 

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