REG - Fulcrum Metals PLC - Acquisition of Tully Gold Project

Fulcrum MetalsAnnouncement

07/08/2023 07:00

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RNS Number : 4302I  Fulcrum Metals PLC  07 August 2023

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7 August 2023

 

 

Fulcrum Metals plc

("Fulcrum" or the "Company" or the "Group")

 

Acquisition of Tully Gold Project and £520,000 convertible loan note
fundraise

 

Fulcrum Metals plc (LON: FMET), a company focused on mineral exploration and
development in Canada, is pleased to announce that it has entered into a
mineral claim purchase agreement (the "Purchase Agreement" or "Agreement")
made between the Company, its wholly owned subsidiary Fulcrum Metals (Canada)
Ltd ("FMCL") and TSX-listed 1911 Gold Corp. ("1911") (TSXV:AUMB) to acquire a
100% interest in the Tully Gold project ("Tully" or the "Project") located in
Timmins, Ontario. Under the terms of the Agreement, FMCL will purchase all
legal and beneficial interest from Tully for a purchase price of CAD800,000
cash (the "Cash Purchase Price"), plus a 1.5% net smelter return royalty (the
"NSR Royalty") in 1911's favour.

 

Tully is located 25 kilometres northeast of Timmins (Figure 1 below) and
includes an historic Indicated and Inferred Mineral Resource consistent with
NI‐43‐101 reporting requirements and estimated in accordance with the
Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") definitions.
The Project is located within the world-class Timmins-Porcupine Gold Camp and
is 2 kilometres southwest of the Bradshaw Gold Project of Gowest Gold Ltd.,
where work is underway to restart mine operations.

 

The Company also today announces that it has raised £325,000 by the issue of
unsecured convertible loan notes (the "Loan Notes") to new and existing
shareholders (the "Subscribers"), and that, in addition, certain directors of
the Company have indicated their intention to subscribe for £195,000 of Loan
Notes (the "Fundraising"). Following the subscriptions for Loan Notes by such
directors of the Company, the gross proceeds of the Fundraising will be
£520,000. The net proceeds from the Fundraising will be used by the Company
to satisfy the consideration due under the Purchase Agreement, costs and for
working capital needs.

 

Key points on the Fundraising and terms of the Loan Notes

 

·    £325,000 raised via the issue of the Loan Notes with the nominal
amount of each note being £1, with the Loan Notes due for repayment on 31
July 2025 (the "Redemption Date").

·    Certain directors of the Company have indicated their intention to
subscribe for a total of £195,000 of the Loan Notes, which will bring the
gross proceeds of the Fundraising to £520,000.

·    The Loan Notes of a Subscriber are convertible at 18.5 pence per
ordinary share of 1 pence each ("Ordinary Share") at any time at the election
of that Subscriber.

·    Interest is payable on the Loan Notes at 12% per annum compounded
semi-annually on 30 June and 31 December each year and to be capitalised and
added to the loan principal rather than paid in cash during the term of the
loan.

·    The Loan Notes automatically convert into new Ordinary Shares at 18.5
pence per Ordinary Share should the Fulcrum Metals share price be equal to or
exceed a volume-weighted average share price of 24 pence for five consecutive
trading days.

·    Clear Capital Markets Limited, as broker to the Fundraising, will be
issued with 87,838 warrants at a price of 18.5 pence per Ordinary Share
exercisable for a period of three years.

Key Points on The Acquisition: Tully

Opportunity to acquire an advanced gold exploration project with an estimated
107,000 ounce of gold resource (Tully Deposit Mineral Resource Estimate, 15
December 2013 by Francis Minerals Ltd) at a cost of less than USD$6 per ounce.
Key points include:

·    Established mine camp with excellent infrastructure

·    Along the prolific Timmins-Porcupine Gold Belt which has produced
>70Moz (Figure 2)

·    Historic gold resource of 107,000 ounces; with 76,000 ounces at
6.56g/t Au in Indicated category and 31,000 ounces at 5.17g/t Au in Inferred
category, reported consistent with NI‐43‐101 reporting requirements, which
is considered as economic grade for underground mining

·    Gold resource delineated over 600 metres of 1,600 metres of traced
strike length through drilling

·    High grade potentially 'free milling' gold associated with pyrite in
quartz-carbonate veins - may be amenable to simple gravity separation, subject
to recovery test work

·    Visible gold identified in historical drill core (Figure 4)

·    Opportunity to expand resource by strategic infill drilling, drilling
along strike and drilling down plunge to the Northeast

·    Drilling by SGX Resources in 2013 extended the deposit 100m eastward
and to depth by 250m from limits of previous drilling with peak intercept in
drill hole SGX-13-15 of 14m at 20.1g/t gold from 247.35m which included 472g/t
gold over 0.5m (Figure 3)

·    Prospective structures splaying off the Porcupine-Destor Fault are
highly prospective for gold and several are yet to be evaluated (Figure 5)

·    Historical development of similar deposits in the Timmins camp has
tended to significantly expand the deposits once under development and many
extend to considerable depth

·    New underground mine development at Bradshaw within 2km and nearby
processing facility at Timmins provides potential commercial opportunities

·    Representative from the Company visited the Tully property on 23 and
24 May 2023 and viewed stored drill core (Figure 6) as part of the project
verification (Figure 7)

·    Low property maintenance costs - consists of one lease requiring less
than CA$1,000 per annum and eleven mining claims requiring CA$4,400 to keep in
good standing from 14 July 2027

Directors' intended participation in the Loan Notes

 

Ryan Mee (Chief Executive Officer), John Hamilton (Chief Financial Officer),
Aidan O'Hara (Corporate Development Director), Clive Garston (Non-Executive
Chairman) and Alan Mooney (Non-Executive Director) (the "Director
Subscribers") have indicated their intention to subscribe for a total of
£195,000 of Loan Notes as set out below.

 

 Name           Holding of Existing Ordinary Shares  Current holding as percentage of Existing Ordinary Shares  Loan Notes intended to be  subscribed for   Number of new Ordinary Shares issued on Conversion of Loan Notes (in the event
                                                                                                                                                            of conversion)**
 Ryan Mee*      6,899,786                            13.84%                                                     £75,000                                     405,405
 Aidan O'Hara*  6,875,485                            13.79%                                                     £75,000                                     405,405
 Clive Garston  600,000                              1.20%                                                      £17,500                                     ***94,595
 John Hamilton  Nil                                  Nil                                                        £12,500                                     67,568
 Alan Mooney    Nil                                  Nil                                                        £15,000                                     81,081

* In addition to the shareholdings set out in the table above, OnGold Invest
Corp. ("OnGold"), a company owned equally by Ryan Mee, Aidan O'Hara and
Mitchell Smith, owns 312,500 Ordinary Shares in the Company. OnGold is not
subscribing for Loan Notes in the Fundraising.

** excluding any accrued interest on the Loan Notes that may be capitalised.

*** Clive Garston has indicated that the Loan Notes intended to be subscribed
for by him will be subscribed for by St James Friendly Society and held in a
fund in which Clive Garston is the sole beneficiary.

Ryan Mee, Chief Executive Office of Fulcrum Metals plc, commented:

"Tully represented a rare opportunity for Fulcrum to acquire 100% of a highly
prospective gold project with a historical resource reported in line with
NI-43-101 requirements, no significant annual exploration work requirements,
and significant upside potential in a truly world-class mining camp.

"We thank our existing and new investors for their support in the fund raising
to make this acquisition possible and believe it provides them with exposure
to an advanced gold exploration project which is now the most advanced project
in Fulcrum's portfolio.

"The acquisition is in line with the Company's stated strategy to identify and
acquire projects that have the potential to increase shareholder value.
Tully is an exciting project that benefits from an existing gold resource
which has the potential to be increased and has excellent infrastructure at
relatively low all-in costs."

Summary of Acquisition Terms

 

Purchase and Sale

Under the terms of the Agreement, 1911 agrees to sell to FMCL all legal and
beneficial interest in and to the Project free and clear of all liens,
charges, encumbrances and any other rights of others for a purchase price of
CAD$800,000 in cash and subject to the granting of a 1.5% Net Smelter Return.
Of the purchase price, CAD$100,000 (the "Escrowed Amount") shall be delivered
to counsel for 1911 to be held in escrow until consent from the Ministry for
the transfer of the Lease (the "Lease Transfer Consent") has been obtained and
the Escrowed Amount is released to 1911.

 

Payment of Purchase Price

At the Closing, anticipated to be on or before 9 August 2023, CAD$700,000 of
the cash consideration will be paid and satisfied by FMCL with the Escrowed
Amount payable to 1911 upon delivery to FMCL of the original Lease Transfer
Consent.

 

Buy Back of Royalty

In addition, FMCL has an option to purchase one-third of the original NSR
Royalty (thereby reducing the NSR Royalty rate payable to 1911 from 1.5% to
1.0%) for CAD$300,000, with an additional option to purchase a further
one-third of the original NSR Royalty (thereby reducing the NSR Royalty rate
payable to 1911 from 1.0% to 0.5%) for a further CAD$300,000 at any time or
from time to time, after the NSR Royalty has been granted.

 

Finder's fee agreement and issue of equity

The Company has also entered into a finder's fee agreement in relation to the
acquisition whereby the Company will pay the introducer of the Project a
finder's fee of 6% of the Cash Purchase Price (equivalent to CAD48,000). The
Company has elected, under the terms of the agreement, to satisfy two thirds
of the finder's fee through the issue of 101,749 new Ordinary Shares
("Finder's Fee Shares") at 18.5 pence per Ordinary Share (being equal to the
conversion price of the Loan Notes).

 

Application will be made to the London Stock Exchange for the 101,749 Finder's
Fee Shares to be admitted to trading on AIM ("Admission"). It is expected that
Admission will occur, and dealings in such Ordinary Shares will commence, at
8:00 a.m. on 15 August 2023.

 

Terms of the Loan Notes

 

The key terms of the Loan Notes are:

 

 Instrument                     Up to £520,000 12% fixed rate unsecured convertible loan notes 2025
                                constituted pursuant to a loan instrument dated 6 August 2023 (the
                                "Instrument"). The Loan Notes will be transferable in accordance with the
                                terms of the Instrument but will not be listed on a public market.

 Issue Price and Nominal Value  Loan Notes of £1 each issued at par.

 Use of Proceeds                The proceeds of all subscriptions for the Loan Notes will be used to fund the
                                acquisition by the Group of the Tully gold project and to help fund the
                                Group's working capital.

 Interest                       Interest at 12% per annum compounded semi-annually on 30 June and 31 December
                                each year and to be capitalised and added to the loan principal rather than
                                paid in cash during the term of the Loan Notes.

 Term and Repayment             The Loan Notes then in issue (so far as not converted) will be redeemed on 31
                                July 2025 ("Redemption Date").

 Conversion                     Voluntary conversion

                                Convertible into Ordinary Shares at a conversion price of 18.5 pence per
                                Ordinary Share at the holder's election at any time during the term of the
                                Loan Note.

                                Automatic conversion

                                The Loan Notes automatically convert into new Ordinary Shares at a conversion
                                price of 18.5 pence per Ordinary Share should the Fulcrum Metals share price
                                be equal to or exceed a volume-weighted average share price of 24 pence for
                                five consecutive trading days.

                                All conversion prices are subject to standard adjustment provisions.

 Events of Default              Any Loan Notes then in issue will be immediately redeemed at the principal
                                amount together with all accrued but unpaid interest up to the date of
                                redemption then outstanding in certain circumstances, including if the Company
                                does not pay on the due date any amount payable pursuant to the Instrument or
                                any insolvency event in relation to the Company or any of its subsidiaries
                                arises.

 Transfer rights                The Loan Notes are transferable, in integral multiples of £1,000.

 

 

 

 

 

Project Resource

 

Historic Mineral Resource Estimate December 15, 2013 by Francis Minerals Ltd

Tully Deposit

 

 Model     Classification  Tonnes (*1000)  Grade (Au g/t)  Grams Au (*1000)  Ounces Au
 Capped    Indicated       358             6.56            2,350             76,000
 Capped    Inferred        184             5.17            1,000             31,000

 Uncapped  Indicated       362             8.7             3,150             101,000
 Uncapped  Inferred        186             7.17            1,337             43,000

 

Notes

1.     CIM Definitions were followed for classification of Mineral
Resources.

2.     Mineral Resources are estimated at a cut‐off grade of 2.5g/t Au.

3.     Mineral Resources are estimated at a gold price of $1,510 and a
metallurgical recovery of 92%.

4.     High grade assays are capped at 70g/t Au.

5.     Bulk density of 2.71 t/m3 as used.

6.     Numbers may not add due to rounding.

 

The Tully Project Overview

The Tully Project Property covering 4.58 square kilometres in area, is located
25 kilometres northeast of Timmins, Ontario within an established mine camp
with excellent infrastructure. The Timmins-Porcupine Gold Camp, including the
major Dome and Hollinger mines, is one of the most productive gold fields in
the world primarily from high grade multiple vein systems, with more than
70Moz of gold produced to date.

Prospective structures splay off the Porcupine-Destor Fault through the Tully
area.  Mineralisation at Tully occurs within a 30m wide mafic volcanic unit
with an approximate west-southwest strike and steep northerly dip. The hanging
wall consists of sedimentary rocks and the footwall consists of ultramafic
rocks. As currently understood, the deposit comprises an array of shallowly
inclined quartz-carbonate veins or lenses stacked 'ladder-style' within the
mafic host unit and constrained by its hanging wall and footwall contacts. The
higher-grade core of the deposit extends over 600m along strike and 400m down
dip, and plunges moderately toward the east-northeast. The mineralised
veins/lenses host gold primarily within irregular pyrite clusters and also
commonly as free visible gold, with assays running as high as 560g/t Au. Lower
order gold values also occur within the host tuff unit outside of the vein
systems included in the resource estimate, sometimes over considerable widths.

The Tully property occurs within a swampy area and is covered by blanket of
glacial drift, averaging 30m thickness which hid the deposit from early
explorers; thus, the geology is entirely derived from drillhole and
geophysical data. Exploration by a number of companies over several decades
has resulted in the drilling of many holes - the resource estimate utilised
data from an extensive database of 356 holes totalling 91,623m, with 718 vein
intercepts being interpreted and incorporated into the lens wireframes.

The 2013 resource estimate of 107,000 ounces Au by Francis Minerals Ltd
combined in the Indicated and Inferred categories (uncapped 144,000 ounces Au)
range in grade from 5.17g/t to 6.56g/t Au which is considered as potentially
economic grade for underground mining. While test work is required to
establish the optimum gold recovery process route from ore the occurrence of a
significant amount of coarse gold suggests that some of the mineral could be
amenable to simple gravity separation.

Deposit upside potential

Several possibilities to significantly enhance the deposit have been
recognised following a site visit and data review. These include:

o  The deposit appears to be potentially open to the southwest, while
drilling down plunge to the northeast made some significant intercepts which
were not included in the resource estimate due to insufficient drilling. 2013
drilling by SGX Resources Inc. extended the deposit 100m eastward and to depth
by 250m from the limits of previous drilling. Peak intercept in drill hole
SGX-13-15 was:

o  14.0m@ 20.1g/t Au from 247.35m

o  Incl. 452g/t Au over 0.5m

Further drilling by Fulcrum has the potential to add significant gold ounces
to the resource in these areas.

o  Some holes beneath the current mineral resource were apparently excluded
from the resource due to QAQC issues - there may be potential to review this
work and/or drill new holes to higher quality standard.

o  In deposits such as Tully with nuggety gold some of the gold can be 'lost'
during the sample preparation/assaying process. The use of screened metallic
assay techniques can overcome this issue and Fulcrum proposes to
study/resample some of the historic holes to see if the gold grades may be
understated.

o  The 2013 resource estimate worked to a cut-off grade which used
US$1,500/oz gold price and an unfavourable CAD/USD exchange rate of 1.02. An
updated resource estimate using more current parameters may allow utilisation
of a higher cut-off grade which could expand the Tully resource.

o  Historical development of similar nuggety gold vein deposits in the
Timmins camp, such as the Dome mine, has tended to substantially expand the
deposits once underground development is carried out and many extend to
considerable depth. It has been noted at Dome that 40 to 60% of drill holes
completed through multi-vein gold structures and 50 to 80% of holes completed
through single vein structures failed to return any gold values in excess of
1.7g/t in areas that were ultimately mined. This suggests that eventual
underground exploration development at Tully has the potential to
significantly expand the deposit.

The new underground mine construction at Bradshaw within 2km of Tully and the
presence of other nearby processing facilities at Timmins provides potential
options in relation to the future development of Tully.

Figure 1- Location of the Tully project, Timmins, Ontario

Figure 2 - Prolific Porcupine-Destor camp, Timmins, Ontario

Figure 3 - Composite cross section of drilling in 2013 by SGX Resources

Figure 4 - Examples of Visible gold in drill hole 13-07 at 104.25 metres

 

Figure 5 - Geology and magnetic data

 

Figure 6 - Fulcrum site visit to drill storage site

Figure 7 - Drill core from SGX-13-20 between 244 - 253.5 metres. Drill
SGX-13-20 assayed 9.01g/t gold from 241.0 - 247.7 metres

 

Qualified Person Statement

The technical information in this announcement has been reviewed by Edward
(Ed) Slowey, BSc, PGeo, technical advisor to Fulcrum Metals Plc. Mr Slowey is
a graduate geologist with more than 40 years' relevant experience in mineral
exploration and mining and a founder member of the Institute of Geologists of
Ireland. Mr Slowey has sufficient experience relevant to the style of
mineralisation and type of deposit under consideration and to the activity
which has been undertaken to qualify as a "Qualified Person" in accordance
with the AIM Rules Guidance Note for Mining and Oil & Gas Companies. Mr
Slowey consents to the inclusion in the announcement of the matters based on
their information in the form and context in which it appears.

For further information please visit https://fulcrummetals.com/
(https://fulcrummetals.com/) or contact:

 Fulcrum Metals PLC
 Ryan Mee (Chief Executive Officer)           Via St Brides Partners Limited

 Allenby Capital Limited (Nominated adviser)
 Nick Athanas / George Payne                  Tel: +44 (0) 203 328 5656

 Clear Capital Markets Limited (Broker)
 Bob Roberts                                  Tel: +44 (0) 203 869 6081

 St Brides Partners Ltd (Financial PR)
 Ana Ribeiro / Paul Dulieu                    Tel: +44 (0) 20 7236 1177

 

 

Notes to Editors

 

FULCRUM METALS - BACKGROUND

 

Fulcrum Metals PLC (LON: FMET) is an AIM quoted exploration company which
finances and manages exploration projects focused on Canada, widely recognised
as a top mining jurisdiction.

 

Fulcrum currently holds a beneficial 100% interest in highly prospective gold
and base metals projects in Ontario and Uranium projects in Saskatchewan.

 

Fulcrum's strategy is to focus on discovery and commercialisation of its
Projects through targeted exploration programmes. The primary focus is to make
an economic discovery on the flagship Schreiber-Hemlo Properties and to
establish the prospectivity of its wider Ontario and Saskatchewan portfolio
with a view to securing potential joint venture and/or acquisition interest.

 

The Schreiber - Hemlo properties have a history of prospecting and localised
extraction since the late 19th century. However, coherent property-level
exploration programmes have been limited or absent, particularly in recent
times. Fulcrum has an opportunity to carry out such a programme and this
approach provides the best opportunity to fully explore the significant
prospectivity of the properties. A recent structural study identified 42
priority exploration targets, of which 24 targets within the Big Bear property
and 18 in the Jackfish property, with 14 in total (9 on Big Bear and 5 on
Jackfish) being ranked as high priority for follow-up. The properties have the
potential to host a large, structurally controlled, stratabound-style banded
iron formation (BIF) gold prospect similar to the Musselwhite deposit
(McNicoll et al., 2016), in addition to an Archean greenstone, orogenic-style
lode gold prospect, extending past the bounds of known historical mineral
occurrences.

 

While highly prospective, Fulcrum's mining assets are in the exploration
phase, so Fulcrum stands to be able to add significantly to the inherent value
through exploration success. Fulcrum will continually review opportunities
with potential and with a view to increasing shareholder value. It is the
Board's intention to deliver medium and long-term growth and to establish the
Group as a significant exploration company.

 

About Tully Property

The Tully property, 458 hectares in area, is located 30 kilometres northeast
of Timmins, Ontario and includes the Tully (Timmins North) deposit, which has
been the focus of several drilling campaigns since its discovery in 1969. The
Tully deposit is located 2 kilometres southwest of the Bradshaw Gold Project
of Gowest Gold Ltd., currently in development. The property is accessed by an
all-weather gravel road that extends 15 kilometres to the east off of highway
655.

During the year ended 31 December 2022, 1911 Gold expended an estimated total
of approximately CAD$1,000 on the Tully Property primarily to keep the
property in good standing, whilst the value of the property is estimated to be
held in the books of 1911 Gold at CAD$886,500.

About 1911 Gold Corporation

1911 Gold is a junior explorer that holds a highly prospective, consolidated
land package totalling more than 63,000 hectares within and adjacent to the
Archean Rice Lake greenstone belt in Manitoba, and also owns the True North
mine and mill complex at Bissett, Manitoba. 1911 Gold believes its land
package is a prime exploration opportunity, with potential to develop a mining
district centred on the True North complex. The Company also owns the Apex
project near Snow Lake, Manitoba and the Denton-Keefer project near Timmins,
Ontario, and intends to focus on organic growth and accretive acquisition
opportunities in North America.

1911 Gold's True North complex and exploration land package are located within
the traditional territory of the Hollow Water First Nation, signatory to
Treaty No. 5 (1875-76). 1911 Gold looks forward to maintaining open,
co-operative and respectful communication with the Hollow Water First Nation,
and all local stakeholders, in order to build mutually beneficial working
relationships.

 

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