REG - Fulcrum Metals PLC - Extension of LOI for the sale of Tully Gold

Fulcrum MetalsAnnouncement

08/07/2025 12:15

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RNS Number : 2073Q  Fulcrum Metals PLC  08 July 2025

 

Fulcrum Metals plc / EPIC: FMET / Market: AIM / Sector: Mining

 

 

8 July 2025

 

 

Fulcrum Metals plc

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

 

Extension of letter of intent for the sale of Tully Gold property

 

Fulcrum Metals plc (LON: FMET), a technology led company focused on the
recovery of precious metals from mine tailings in Canada, announces an
extension to the binding letter of intent (the "LOI") with Canadian Securities
Exchange listed Loyalist Exploration Limited ("Loyalist"), announced on 9
April 2025, for the sale of the Company's 100% interest in the Tully Gold
Project ("Tully" or the "Project") in Timmins, Ontario. The closing date on
the LOI has been extended to no later than 30 September 2025.

 

The extension provides Loyalist with extra time to complete its ongoing
fundraise totalling CAD$1,500,000. The amendment of the agreement has also
resulted in the addition of a future consideration of CA$50,000 payable to
Fulcrum in cash or Loyalist shares upon Loyalist raising an additional
CA$500,000 in a follow-on financing.

 

All shares in Loyalist issuable in connection with the sale of Tully,
including the shares that could be issued to Fulcrum, will be subject to a
four month and one day statutory hold period under the rules of the Canadian
Securities Exchange.

 

The remainder of the terms for the sale of Tully are unchanged as described in
the Company's announcement of 9 April 2025 and in accordance with the LOI.

 

Further announcements will be released as appropriate.

 

 

Start of Loyalist Exploration Limited announcement

Loyalist Exploration and Fulcrum Metals Announce Extension of Letter of Intent
for Tully Gold Property Acquisition in the Timmins Mining District

 

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS
AGENCIES

 

Toronto, Ontario - TheNewswire - July 8, 2025 - Loyalist Exploration Limited
(CSE:PNGC) ("Loyalist" or the "Company") is pleased to announce that the
Company has extended the closing date of its arm's length transaction with
Fulcrum Metals Plc ("Fulcrum") to acquire (the "Acquisition") the Tully Gold
property (the "Property"), located approximately 25 kilometres ("km")
northwest of Timmins, Ontario. The closing date has been amended to no later
than September 30, 2025. The amendment agreement has added future
consideration (as fully noted below in (d)) of $50,000 payable in cash or
shares, at the sole discretion of Loyalist, upon Loyalist raising an
additional $500,000 beyond the concurrent financing noted below (the
"Additional Consideration").

 

The Property includes a historical mineral resource of 144,000 ounces gold
(uncapped) reported by Francis Minerals Ltd., 2013).

 

Tully Property Highlights:

·      458 hectare combined mining lease and mineral claims

·      25 km northeast of Timmins

·      Historical resource estimate (uncapped) of:

o  indicated 362,000 tonnes grading 8.70 g/t gold for 101,000 ounces (see
table 1)

o  inferred 186,000 tonnes 7.17 g/t gold for 43,000 ounces

·      potential for expansion

 

Completion of the Acquisition will result in a 100% ownership interest in 1
leased mining claim and 11 unpatented mining claims. These contiguous claims
total 458 ha in area. In addition to the Additional Consideration, the
consideration to Fulcrum for the acquisition of the Property consists of a
cash payment of $500,000, the issuance of approximately 89,255,000 of Loyalist
common shares ("Loyalist Shares") (subject to adjustment, as more fully
described below), and Fulcrum retaining a 2.0% Net Smelter Royalty ("NSR"),
providing Loyalist with an option to buy-back one-half of the NSR for $1
million.

 

Errol Farr, Loyalist's President & Chief Executive Officer commented,
"With the recent acquisition of the Company's Loveland and Gold Rush
properties, we are continuing our "Buy Timmins" strategy with the addition of
the highly prospective Tully project. We thank the Fulcrum team for their
agreement to the extension and belief that the assets that Loyalist is
acquiring will create significant shareholder value over time."

 

Ryan Mee, Chief Executive Officer of Fulcrum, commented, "I am very pleased to
announce the signing of the LOI with Loyalist over the highly prospective
Tully Gold Project in Timmins, Ontario. This transaction aligns perfectly with
our broader strategy to divest exploration assets and focus on the development
of our gold tailings projects in Kirkland Lake and the potential commercial
opportunities open to us."

 

"We believe that Tully is a high quality asset that is located in one of the
world's most prolific gold districts, and the terms retain significant
exposure for Fulcrum in the potential upside through the shareholding and the
milestone and royalty structure. I look forward to working alongside Loyalist
to closing this transaction."

 

The Tully Project

 

Table 1

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

Tully Deposit *

 

 Model     Classification  Tonnes (*1000)  Grade      Grams Au (*1000)  Ounces Au

                                           (Au g/t)
 Uncapped  Indicated       362             8.70       3,150             101,000
 Uncapped  Inferred        186             7.17       1,337             43,000

 

 

The Tully Project Overview

The Tully Deposit

Tully is located approximately 25 kms northeast of Timmins and includes
historical indicated and inferred resources (not published). The Project is
located within the Timmins-Porcupine Gold Camp and is approximately 2 km
southwest of the Bradshaw Gold Project of Gowest Gold Ltd.
The Timmins-Porcupine Gold Camp, includes the Dome and Hollinger mines.

 

Prospective structures splay off the Porcupine-Destor Fault through the Tully
area. Mineralisation at Tully occurs within a 30 m 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
volcanic rocks and constrained by its hanging wall and footwall contacts. The
higher-grade core of the deposit extends over 600 m along strike and 400 m
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.

 

The Tully property occurs within a swampy area and is covered by blanket of
glacial drift, averaging 30 m 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 historical resource estimate
utilised data from an extensive database of 356 holes totalling 91,623 m,
with 718 vein intercepts being interpreted and incorporated into the lens
wireframes.

A qualified person has not done sufficient work to classify the historical
estimate as current mineral resources or mineral reserves and Loyalist is not
treating them as such.

The Purchase Agreement

Pursuant to the terms of the LOI, in exchange for a 100% interest in the Tully
project, Loyalist will:

 

(a)  pay to Fulcrum aggregate cash consideration of $500,000 upon closing of
the Purchase;

 

(b)  grant to Fulcrum a 2.0% net smelter returns royalty (the "NSR") on the
Property with an option for Loyalist to re-purchase 50% of the NSR (i.e. 1.0%
of the 2.0% NSR) at any time at a price of $1,000,000; and

 

(c)  issue such number of Loyalist Shares to Fulcrum that will result in
Fulcrum having ownership of 19.9% of the total issued and outstanding Loyalist
Shares after giving effect to the Definitive Agreement, completion of the
acquisition of the option to acquire the Gold Rush Property (3,500,000
Loyalist Share, issued) (as announced on March 31, 2025), acquisition of the
Loveland property (8,000,000) (as announced on February 27, 2025), and the
completion of a total cumulative financing of a minimum of $1.3 million or
more.

 

Additional Future Consideration

As additional consideration, Loyalist will: (1) pay to Fulcrum an aggregate of
CAD $100,000; and (ii) issue to Fulcrum an aggregate of thirty million
(30,000,000) Loyalist Shares or cash in lieu thereof, in whole or in part, at
the sole discretion of Loyalist, at a price of CAD$0.01 per Loyalist Share, in
installments upon the achievement of milestones on any part of the Property,
as follows:

 

(a)  $100,000 upon the completion of a drilling intercept of at least 6 g/t
of gold over 8 meters on the Property payable and issuable within sixty (60)
days of the announcement of this milestone:

 

(b)  15,000,000 Loyalist Shares, upon filing of a technical report on the
Property where a gold resource is re-evaluated (or restated) to a NI 43-101
standard and the total gold resource exceeds 200,000 ounces, payable and
issuable within sixty (60) days of the technical report being filed under the
Purchaser's profile on SEDAR+;

 

(c)  15,000,000 Loyalist shares, at the time of announcement of a decision to
commence construction on the Property, payable within sixty (60) days of such
announcement.

 

(d)  $50,000 payable in cash or Loyalist Shares at the sole discretion of
Loyalist, as soon as practicable upon the completion of one or more equity
financing(s) (the "Follow-on Financings") for aggregate gross proceeds of
$500,000. The Follow-on Financings shall commence only upon completion of the
Offering (as defined hereinbelow), which for certainty shall be composed of an
equity financing for minimum gross proceeds of $1,300,000. In the event that
Loyalist elects to pay the payment in Loyalist Shares, the deemed price per
Loyalist Share shall be the greater of (i) the last price per Loyalist Share
pursuant to the Follow-on Financings; and (ii) the minimum acceptable price to
the Canadian Securities Exchange.

 

Completion of the Acquisition is subject to the receipt of all necessary
regulatory approvals, including shareholder approval in the event of the
creation of a new control person of Loyalist. All the Loyalist Shares issuable
in connection with the Acquisition will be subject to a four month and one day
statutory hold period.

 

Concurrent financing

The Company is continuing with its non-brokered private placement consisting
of the sale of up to 150,000,000 units of the Company (each, a "Unit"), at a
price of $0.01 per Unit, for gross proceeds of up to $1,500,000 (the
"Offering") with $300,000 closed to date.

 

Each Unit will consist of one (1) Loyalist Share and one (1) Loyalist Share
purchase warrant (each, a "Warrant"). Each Warrant will be exercisable into
one (1) Loyalist Share (each, a "Warrant Share") at a price of $0.05 per
Warrant Share for a period of thirty-six (36) months following the date of
issuance.

 

In connection with the Offering, the Company may pay finder's fees equal to 8%
of the gross proceeds in cash and issue 10% of the total amount of Units
issued by the Company under the Financing. One Broker Warrant entitles the
holder to acquire one Unit of the Company at the offering price of $0.01 per
Unit (the "Offering Price") under the Financing for a period of five (5) years
from the closing date of the Financing.

 

The proceeds derived from the sale of the Units will be for the acquisition of
the Gold Rush Property, the Loveland Property and the Tully Property,
exploration expenditures as well as general working capital purposes.

 

All of the securities issued and issuable in connection with the Offering will
be subject to a hold period expiring four months and one day after the date of
issuance of the securities. Completion of the Offering is subject to the
receipt of all required regulatory approvals, including the approval of the
Canadian Securities Exchange (the "Exchange").

 

The securities offered have not been registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from registration requirements. This
release does not constitute an offer for sale of securities in the United
States.

 

Statement Regarding Historical Mineral Resource Estimates

The Tully deposit historical Mineral Resource Estimate ("MRE") is unclassified
and does not comply with CIM Definition Standards on Mineral Resources and
Mineral Reserves as required by NI 43-101. The MRE was taken from a report
titled "Tully Deposit Mineral Resource Estimate" authored by Francis Minerals
Ltd. and dated December 15, 2014. Investors are cautioned not to treat the
estimate as current or rely on the estimate in making an investment decision.
The MRE is being included herein to provide shareholders with background on
the rationale for acquiring the asset. A qualified person has not done
sufficient work to classify this historical MRE as current mineral resources
and the Company is not treating this historical MRE as a current estimate. It
is uncertain whether following evaluation and/or further exploration, the
historical MRE will ever be able to be reported in accordance with NI 43-101.
The Company has no current plans to undertake the work to bring the MRE up to
the CIM reporting standards.

 

 

Qualified Person

Stephen Balch, P.Geo., independent director for Loyalist, who is a "Qualified
Person" as defined by NI 43-101, has reviewed and approved the technical
content of this press release.

 

Neither the Canadian Securities Exchange nor its Market Regulator (as that
term is defined in the policies of the Canadian Securities Exchange) have
reviewed or accept responsibility for the adequacy or accuracy of this
release.

 

For further information please visit the Company's website at loyalistexp.ca
or contact:

Loyalist Exploration Limited

 

Errol Farr, President and CEO

Email: efarr001@icloud.com

Tel: 647-296-1270

 

This news release contains "forward-looking information" (within the meaning
of applicable Canadian securities laws) and "forward-looking statements"
(within the meaning of the U.S. Private Securities Litigation Reform Act of
1995). Such statements or information are identified with words such as
"anticipate", "believe", "expect", "plan", "intend", "potential", "estimate",
"propose", "project", "outlook", "foresee" or similar words suggesting future
outcomes or statements regarding an outlook and include statements regarding
the planned completion of the Offering and the acquisitions of the Tully,
Loveland and Gold Rush properties and the proposed work on the projects, and
the concurrent financing of units. Factors that could cause actual results to
differ materially from such forward‐looking information include, but are not
limited to the Company's inability to complete the financings necessary to
complete the acquisitions of the Tully and Loveland properties, the Company's
inability to complete the acquisitions of the Tully and Loveland properties on
the timelines anticipated or at all, failure to identify mineral resources,
failure to convert estimated mineral resources to reserves, the inability to
complete a feasibility study which recommends a production decision, the
preliminary nature of metallurgical test results, delays in obtaining or
failures to obtain required governmental, environmental or other project
approvals, political risks, inability to fulfill the duty to accommodate First
Nations and other indigenous peoples, uncertainties relating to the
availability and costs of financing needed in the future, changes in equity
markets, inflation, changes in exchange rates, fluctuations in commodity
prices, delays in the development of projects, capital and operating costs
varying significantly from estimates and the other risks involved in the
mineral exploration and development industry, an inability to complete the
Offering on the terms or on the timeline as announced or at all, capital
market conditions, restriction on labour and international travel and supply
chains, and those risks set out in the Company's public documents filed on
SEDAR+. Although the Company believes that the expectations reflected in the
forward-looking information or statements are reasonable, prospective
investors in the Company's securities should not place undue reliance on
forward-looking statements because the Company can provide no assurance that
such expectations will prove to be correct. Forward-looking information and
statements contained in this news release are as of the date of this news
release and the Company assumes no obligation to update or revise this
forward-looking information and statements except as required by law.

 

* 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/m(3) as used.

6.     Numbers may not add due to rounding.

 

 

 

 

End of Loyalist Exploration Limited announcement

 

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 / Daniel Dearden-Williams       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

 

About Fulcrum Metals PLC

 

Fulcrum Metals PLC (AIM: FMET) is an AIM listed technology led natural
resources company focused on recovery of precious metals from mine tailings
(previously milled and processed ore) in Canada using environmentally friendly
leaching technology developed by Extrakt Process Solutions LLC and its
associates (together "Extrakt").  The Company's initial projects are at the
former Teck-Hughes and Sylvanite mines, located at the Kirkland Lake region in
Ontario. In addition, the Company has interests in a portfolio of highly
prospective mineral exploration and development projects in both Ontario and
Saskatchewan Canada.

 

Fulcrum has exclusive licenced use of Extrakt's proven leaching technology on
gold mine waste sites over the mining districts of Timmins and Kirkland Lake.
These are two of Canada's biggest gold camps with a history of over 110Moz Au
produced over the past 100 years and more than 70 documented legacy mine waste
sites. This presents Fulcrum with opportunity to develop into a significant
environmentally friendly gold producing entity in the near term.

 

About Loyalist Exploration Limited

 

Loyalist Exploration Limited is a mineral exploration company concentrating on
acquiring, exploring, and developing quality mineral properties in Canada. The
Company is focused on the Loveland nickel/copper/gold property and the
recently announced Gold Rush gold/silver property, both located in the
Timmins, Ontario mining district.

 

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