REG - Fulcrum Metals PLC - Director/PDMR Shareholding

Fulcrum MetalsAnnouncement

07/08/2023 09:15

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RNS Number : 4963I  Fulcrum Metals PLC  07 August 2023

THIS ANNOUNCEMENT  AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
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JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR
FORWARDING WOULD BE UNLAWFUL (OR TO ANY PERSONS IN ANY OF THOSE
JURISDICTIONS).

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN FULCRUM METALS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF FULCRUM METALS PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO.596/2014, WHICH FORMS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR").

 

7 August 2023

 

 

Fulcrum Metals plc

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

 

Director/PDMR shareholding notification

 

Fulcrum Metals plc (LON: FMET), a company focused on mineral exploration and
development in Canada, is pleased to announce that, further to the
announcement made earlier today regarding the acquisition of the Tully Gold
project and the issue of Loan Notes raising £520,000, that certain Directors
have subscribed for a total of £195,000 of Loan Notes.

 

Directors' 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 subscribed 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 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 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.

Related party transaction

As set out above, certain directors of the Company have agreed that they will
participate in the subscription of the Loan Notes. The participation in the
Loan Notes by the Director Subscribers constitute related party transactions
under the AIM Rules for Companies. Mitchell Smith (Non-Executive Director) is
considered independent in relation to the consideration of these related party
transactions under AIM Rule 13.

 

The Independent Director (being Mitchell Smith) considers, having consulted
with the Company's nominated adviser, Allenby Capital Limited, that the terms
of the subscriptions for the Loan Notes by the Director Subscribers are fair
and reasonable insofar as the Company's shareholders are concerned.

 

Definitions

Capitalised terms used in this announcement have the meanings given to them in
the announcement issued by the Company on 7 August 2023 (the "Announcement"),
unless the context provides otherwise.

Correction

The Announcement incorrectly stated the number of warrants to be issued to
Clear Capital Markets Limited as broker to the Fundraising as 87,838. The
correct figure should be 263,513.

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
 Mitchell Smith (Non-Executive Director)

 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.

 

This notification is made in accordance with the requirements of the UK Market
Abuse Regulation

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         PDMRs:

Ryan Mee       Chief Executive Officer
                                                                   Aidan O'Hara   Corporate Development Director
                                                                   Clive Garston  Non-Executive Chairman
                                                                   John Hamilton  Chief Financial Officer
                                                                   Alan Mooney    Non-Executive Director

 

 2    Reason for the notification
 a)   Position/status                                              See 1a) above
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Fulcrum Metals Plc
 b)   LEI                                                          21380058R5JN7ZOLZK12
 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 nominal value 1 pence each

      Identification code                                          GB00BPCPPZ79
 b)   Nature of the transaction                                    Participation in convertible loan notes

 c)   Price(s) and volume(s)                                       Price: Conversion price will be 18.5p per Ordinary Share

                                                                   Volumes (monetary value of Loan Notes):

Ryan Mee       £75,000 of Loan Notes
                                                                   Aidan O'Hara   £75,000 of Loan Notes
                                                                   Clive Garston  £17,500 of Loan Notes
                                                                   John Hamilton  £12,500 of Loan Notes
                                                                   Alan Mooney    £15,000 of Loan Notes

 

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      7 August 2023
 f)   Place of the transaction                                     Outside a trading venue

 

 

2

Reason for the notification

a)

Position/status

See 1a) above

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Fulcrum Metals Plc

b)

LEI

21380058R5JN7ZOLZK12

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

Identification code

Ordinary Shares of nominal value 1 pence each

GB00BPCPPZ79

b)

Nature of the transaction

Participation in convertible loan notes

 

c)

Price(s) and volume(s)

Price: Conversion price will be 18.5p per Ordinary Share

 

Volumes (monetary value of Loan Notes):

 

 Ryan Mee       £75,000 of Loan Notes
 Aidan O'Hara   £75,000 of Loan Notes
 Clive Garston  £17,500 of Loan Notes
 John Hamilton  £12,500 of Loan Notes
 Alan Mooney    £15,000 of Loan Notes

 

 

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

 

e)

Date of the transaction

7 August 2023

f)

Place of the transaction

Outside a trading venue

 

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