REG - Fulcrum Metals PLC - Proposed Amendment and Conversion of CLNs

Fulcrum MetalsAnnouncement

12/08/2025 07:00

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RNS Number : 8857U  Fulcrum Metals PLC  12 August 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

 

12 August 2025

 

Fulcrum Metals plc

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

 

Proposed Amendment and Conversion of Convertible Loan Notes, Related Party
Transactions and Notice of General Meeting

 

Fulcrum Metals plc (AIM: FMET), the AIM-quoted company pioneering the use of
innovative technology to recover precious metals from mine waste, announces
the partial repayment in cash and agreement to the amendment and conversion
(together, the "CLN Amendment and Conversion" or the "Agreement") of the
remaining of its Convertible Loan Note (the "CLN") to remove the debt from the
Company.

 

Mitchell Smith, Independent Director and Non-Executive Chairman of Fulcrum
Metals, commented:

 

"The removal of the CLN debt marks a key milestone following our recent
financing by strengthening the balance sheet, bolstering cash resources for
project development, and simplifying the corporate structure to support the
next phases of growth.

 

"The significant participation of the executive team in the conversion
underscores their long-term commitment to Fulcrum's success. I consider this
proposed transaction to be fair and reasonable and in the best interests of
all shareholders.

 

"Alongside this the Company is in final stage preparations to commence major
project development milestones at the Teck Hughes gold tailings project
including a substantial augur drilling and sampling programme of up to 100
holes and the phase 3 scale up and optimisation program with Extrakt."

 

The CLN

The CLN was initially issued as part of the acquisition of the Tully Gold
property (see the Company's announcement dated 7 August 2023) with a maturity
date of 31 July 2025. The CLN was subsequently varied on 29 July 2025 to
extend the maturity date from 31 July 2025 to 31 August 2025 to allow time for
the cash redemption of certain CLN holders and finalise discussions on the
conversion into ordinary shares in the Company for the remaining CLN holders
on the same terms of the recently completed fundraise.

 

Cash Redemption and CLN Amendment and Conversion Agreement

 

At the extended maturity date of 31 August 2025, the CLN total value amounts
to £663,052 including principal and accrued interest which, without the
Agreement, would be required to be paid in full in cash. In line with the
proposals set out in prior announcements:

 

·    Cash redemption of three CLN holders has been made totalling
£213,579.

 

·    Agreement of the remaining CLN holders amounting to £449,493 to
convert £430,078 into new ordinary shares in the Company with £19,395 being
paid in cash for withholding taxes.

 

Agreement summary

 

The remaining CLN holders have agreed the terms of the CLN Amendment and
Conversion with £430,078 of amounts due to the CLN holders being converted
into new ordinary shares in the Company on the following terms:

 

·      Reduce the strike price of the CLNs from 18.5 pence to 3 pence
per share resulting in the issue of 14,335,946 new ordinary shares in the
Company;

·      Conversion upon shareholder approval at a General Meeting of the
Company ("GM") to be held on 28 August 2025; and

·      Grant one warrant for every two new ordinary shares issued under
the conversion amounting to 7,167,973 warrant shares, exercisable at 5 pence
per share and valid for 18 months.

 

The Board believes the Agreement is in the best interests of shareholders as
it will materially improve the Company's balance sheet through the removal of
debt which would otherwise have had to be repaid in full by 31 August 2025
using the Company's existing cash resources. The Agreement also reflects the
reality that the original conversion terms are significantly above both the
Company's closing mid-market price of 3.6 pence as at 11 August 2025 and the
recent fundraise price of 3 pence. As such the Board of Fulcrum is of the view
that CLN holders are unlikely to exercise under the existing terms of the CLN
agreement.

 

Related Party Transactions - AIM Rule 13

 

The Agreement constitutes a related party transaction under Rule 13 of the AIM
Rules for Companies, as it involves the following Directors of the Company:
Ryan Mee, Aidan O'Hara, Alan Mooney, and John Hamilton, as well as Nicholas
Nugent, who has been a substantial shareholder of the Company in the past 12
months and is as such classified as a related party under the AIM Rules for
Companies

 

Mitchell Smith, Non-Executive Chairman, is considered the Independent Director
for the purposes of the CLN Amendment and Conversion. The Independent Director
(being Mitchell Smith) considers, having consulted with the Company's
nominated adviser, Allenby Capital Limited, that the terms of the transaction
are fair and reasonable insofar as its shareholders are concerned.

 

Effect on Share Capital and Interests of Significant Shareholders, Directors
and Related Parties

 

The Agreement will result in the following changes to the shareholdings of
Significant Shareholders, Directors, and related parties:

 

 

 Name                                                                  Shares Pre-Conversion  % Pre  Conversion Shares  Shares Post-Conversion  % Post
 Ryan Mee                                                              9,973,910              9.3%   3,050,213          13,024,123              10.7%
 Aidan O'Hara                                                          7,294,739              6.8%   3,050,213          10,344,952              8.5%
 Alan Mooney                                                           331,250                0.3%   610,027            941,547                 0.8%
 John Hamilton                                                         406,353                0.4%   508,373            914,726                 0.8%
 Nicholas Nugent                                                       10,386,288             9.7%   6,100,400          16,486,688              13.5%
 Mitchell Smith                                                        468,823                0.4%   -                  468,823                 0.4%
 Ongold (held equally by Ryan Mee, Aidan O'Hara & Mitchell Smith)      312,500                0.3%   -                  312,500                 0.3%
 Total                                                                 29,174,133             27.2%  13,319,226         42,493,359              34.8%

 

The total number of ordinary shares in issue will increase from 107,626,266 to
121,962,212 following the issuance of 14,335,946 new ordinary shares under the
Agreement.

 

Issue of Warrants

 

As part of the Agreement, 7,167,973 warrants will be issued to participating
CLN holders. The warrants will be exercisable at 5 pence per share and valid
for 18 months from the date of grant, with the following warrants to be issued
to those CLN holders who are Significant Shareholders, Directors and related
parties:

 

 Name             Conversion Shares  Warrants Issued
 Ryan Mee         3,050,213          1,525,107
 Aidan O'Hara     3,050,213          1,525,107
 Alan Mooney      610,027            305,014
 John Hamilton    508,373            254,187
 Nicholas Nugent  6,100,400          3,050,200
 Total            13,319,226         6,659,615

 

General Meeting (GM)

 

In order to implement the Proposed CLN Amendment and Conversion, the Company
requires shareholder approval to grant the necessary authorities to allot the
relevant new ordinary shares and issue the associated warrants.

 

Accordingly, a GM will be held at 12.00 p.m. on 28 August 2025 at Fladgate
LLP, 16 Great Queen Street, London, WC2B 5DG. A circular with full details and
notice of the GM will be posted to shareholders and made available on the
Company's website at
https://fulcrummetals.com/investors/research-reports-presentations/.

 

Admission and Total Voting Rights

 

Application will be made for the admission of the 14,335,946 new ordinary
shares to trading on AIM ("Admission"), which is expected to occur on or
around 29 August 2025, subject to GM approval.

 

Admission is conditional upon the passing of the necessary resolutions at the
GM.

 

Following Admission, the total number of voting rights in the Company will be
121,962,212. This figure may be used by shareholders as the denominator for
the purposes of the FCA's Disclosure Guidance and Transparency Rules.

 

 

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 in 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.

 

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
                                                                   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                                    Conversion of debt for new Ordinary Shares

 c)   Price(s) and volume(s)                                       Price: 3p per Ordinary Share

                                                                   Volumes:

        Ordinary Shares converted:
                                                                   Ryan Mee       3,050,213
                                                                   Aidan O'Hara   3,050,213
                                                                   John Hamilton  508,373
                                                                   Alan Mooney    610,027
 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      11 August 2025
 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

Conversion of debt for new Ordinary Shares

 

c)

Price(s) and volume(s)

Price: 3p per Ordinary Share

 

Volumes:

 

                Ordinary Shares converted:
 Ryan Mee       3,050,213
 Aidan O'Hara   3,050,213
 John Hamilton  508,373
 Alan Mooney    610,027

d)

Aggregated information

- Aggregated volume

- Price

N/A

 

e)

Date of the transaction

11 August 2025

f)

Place of the transaction

Outside a trading venue

 

 

 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
                                                                   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                                    Issue of warrants over ordinary shares of 1 pence each

 c)   Price(s) and volume(s)                                       Price: 5p per Ordinary Share

                                                                   Volumes:

        Warrants issued:
                                                                   Ryan Mee       1,525,107
                                                                   Aidan O'Hara   1,525,107
                                                                   John Hamilton  254,187
                                                                   Alan Mooney    305,014

 

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      11 August 2025
 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

Issue of warrants over ordinary shares of 1 pence each

 

c)

Price(s) and volume(s)

Price: 5p per Ordinary Share

 

Volumes:

 

                Warrants issued:
 Ryan Mee       1,525,107
 Aidan O'Hara   1,525,107
 John Hamilton  254,187
 Alan Mooney    305,014

 

 

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

 

e)

Date of the transaction

11 August 2025

f)

Place of the transaction

Outside a trading venue

 

 

 

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