REG - Fulcrum Metals PLC - Oversubscribed subscription to raise £245,010

Fulcrum MetalsAnnouncement

Wed 07:02

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RNS Number : 0861T  Fulcrum Metals PLC  30 July 2025

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR").

 

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

 

30 July 2025

 

Fulcrum Metals plc

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

 

Oversubscribed further subscription to raise £245,010

 

Update re. Convertible Loan Note and Related Party Transaction

 

Fulcrum Metals PLC, the AIM-quoted company pioneering the use of innovative
technology to recover precious metals from mine waste, is pleased to announce
that, further to the announcement released by the Company on 22 July 2025, the
Company has raised a further £245,010 through an oversubscribed additional
subscription with certain sophisticated  value add mining industry, high net
worth and institutional investors (the "Further Subscription").

 

The Further Subscription has been undertaken at the Issue Price of 3 pence per
share and on the same terms as the Fundraise announced by the Company on 22
July 2025. In total the Fundraise has raised gross proceeds of approximately
£1.29 million.

 

The net proceeds of the Further Subscription will be utilised by the Company
to redeem certain convertible loan note ("CLN") holders totalling £211,465,
in place since the Company's acquisition of the Tully Gold property in 2023.
With the extension of the CLN now agreed the Company can continue and finalise
discussions with the remaining CLN holders on the variation and conversion of
debt into equity and seek to remove all debt from the Company's balance sheet.

 

In addition to this, the funds raised from the Fundraise taken with the funds
anticipated to be generated from the planned disposal of the Tully gold
project (details of which were announced by the Company on 9 April 2025 and 8
July 2025) places the Company in a strong financial position to deliver
material value resource and technology based milestones at the Teck Hughes
tailings project as follows:-

 

·    Significant auger drilling programme of up to 100 holes

·    Phase 3 optimisation of recoveries, cost efficiencies and scale up of
the Concept Study

·    Completion of a NI 43-101 compliant Mineral Resource Estimate

·    Environmental baseline assessment work

 

Ryan Mee, Chief Executive Officer of Fulcrum, commented: "We're delighted to
have raised a total of £1.29 million through an oversubscribed placing and
subscription with participation from sophisticated value add mining industry,
high net worth and institutional investors. The strength of the fundraise
demonstrates the support for the Company's strategy and we welcome all new and
existing shareholders.

 

"We are now funded for Teck Hughes to not only define a substantial at surface
already mined resource but also to unlock that resource through testing and
development with Extrakt using their cyanide free technology. We are very
excited about the work ahead of us with gold above US$3,300 per ounce, the
high gold recoveries already demonstrated by Extrakt's technology, and the
potential to scale across Kirkland Lake and Timmins which are two of Canada's
largest gold camps.

 

I look forward to updating shareholders over the next few weeks as work
programmes commence."

 

Further Subscription and Issue of Warrants

 

The Further Subscription will result in the issue and allotment of a total of
8,166,990 new ordinary shares of 1 pence each in the Company ("Ordinary
Shares") at the Issue Price of 3 pence per share (the "Further Subscription
Shares"). The issue of the Further Subscription Shares will be satisfied
through utilising the Directors' unutilised existing authorities given by the
shareholders to issue new Ordinary Shares for cash on a non pre-emptive basis
at the Company's annual general meeting held on 23 July 2025.

 

Each participant in the Further Subscription will receive one warrant for
every two shares subscribed, exercisable at 5 pence for 18 months from the
date of issue resulting in the issue of a further 4,083,496 warrants (the
"Further Subscription Warrants").

 

The Company does not have sufficient remaining share authorities to provide
headroom to satisfy the potential issue of new Ordinary Shares from the future
exercise of the Further Subscription Warrants. As a result, the issue of the
Further Subscription Warrants will be subject to a general meeting being
convened in due course to put in place the necessary authorities to cover the
future potential exercise of Further Subscription Warrants.

 

Update re Convertible Loan Note

 

Extension of term of the Convertible Loan Note

 

As previously announced, the Company has a CLN in place from the Company's
prior acquisition of the Tully Gold project in 2023 that has a maturity date
of 31 July 2025. The total amount outstanding on the CLN amounts to
approximately £656,489 including rolled up accrued interest. The terms of the
CLN are set out in the Company's announcements released on 7 August 2023.

 

The Company has entered into an agreement with the holders of the CLN to
extend the term of the CLN from 31 July 2025 to 31 August 2025.

 

Interests of Directors and related parties in the CLN

 

Certain existing directors of the Company are holders of the CLN (the
"Director CLN Holders") having subscribed for a total of £177,500 of the CLN
in July 2023 as set out below:

 

 Name           CLNs subscribed for
 Ryan Mee       £75,000
 Aidan O'Hara   £75,000
 John Hamilton  £12,500
 Alan Mooney    £15,000

 

In addition, Nicholas Nugent (who holds 6,386,288 ordinary shares in the
Company representing 9.88% of the issued share capital of the Company and has
been a substantial shareholder in the Company in the past 12 months) is a
holder of the CLN having subscribed for £150,000 of the CLN in July 2023.

 

Next steps re CLN

 

As previously announced the Company intends to use part of the net proceeds of
the Fundraise to repay approximately £211,465 (principal and accrued
interest) of the CLN.

 

The intention would be for the remaining £445,024 (principal and accrued
interest) of the CLN to be converted into new ordinary shares in the Company
at the Issue Price (the "Proposed CLN Conversion") and discussions remain
ongoing with holders of the CLN on the Proposed CLN Conversion. The Proposed
CLN Conversion would be subject to approval by shareholders in a general
meeting to enable the Company to issue the necessary new ordinary shares
pursuant to any Proposed CLN Conversion.

 

Related party transaction

 

As set out above, certain directors of the Company and related parties are
holders of the CLN and have entered into an agreement to the extend the term
of the CLN. The entering into of the extension to the CLN by the Director CLN
Holders and Nicholas Nugent constitute related party transactions under the
AIM Rules for Companies. Mitchell Smith (Non-Executive Chairman) 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 Allenby Capital Limited, acting in its capacity as nominated adviser to
the Company, that the extension of the maturity date of the CLN to be fair and
reasonable insofar as the Company's shareholders are concerned.

 

Admission and Total Voting Rights

 

Application will be made shortly for the 8,166,990 new ordinary shares to be
issued pursuant to the Further Subscription to be admitted to trading on the
AIM market of the London Stock Exchange ("Admission"). It is expected that
Admission will become effective and dealings in the Further Subscription
Shares will commence on or around 5 August 2025.

 

On Admission, the Company will have 107,626,266 ordinary shares in issue, each
with one voting right. There are no shares held in treasury. Therefore, the
total number of voting rights will be 107,626,266. This figure may be used by
shareholders, from Admission, as the denominator for the calculations by which
they will determine whether they are required to notify their interest under
the FCA's Disclosure Guidance and Transparency Rules.

 

Definitions

 

Capitalised terms used in this announcement have the meanings given to them in
the announcement issued by the Company on 22 July 2025 (the "Fundraising
Announcement"), unless the context provides otherwise.

 

 

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 projects are the tailing
sites of the former Teck-Hughes and Sylvanite gold 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 the opportunity to develop into a
significant environmentally friendly gold producing entity in the near term.

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