REG - Fulcrum Metals PLC - Subscription and Total Voting Rights

Fulcrum MetalsAnnouncement

27/09/2024 07:00

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RNS Number : 8918F  Fulcrum Metals PLC  27 September 2024

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS
(EU) NO. 596/2014 WHICH HAS BEEN INCORPORATED INTO UK LAW BY THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

27 September 2024

Fulcrum Metals plc

 

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

 

Director Subscription

Further Subscription to raise £130,000

and

Total Voting Rights

 

Further to the subscription announcement released by the Company on 13
September 2024 (the "Subscription"), Fulcrum Metals plc (LON: FMET), a company
focused on mineral exploration and development in Canada, announces that
certain members of the Board have conditionally subscribed for a total of
c.£114,500 of new Ordinary Shares (the "Director Subscription").

 

The Company also announces that further to the Subscription, it has raised an
additional £130,000 from certain existing shareholders who were unable to
participate in the Subscription (the "Further Subscription" and, together with
the Subscription and Director Subscription, the "Fundraise") on the same terms
as the Subscription. In total the Fundraise has raised gross proceeds of
approximately c.£863,270 for the Company with an additional c.£66,730 of new
Ordinary Shares being issued in relation to Directors' Fee Conversions and
issue of Fee Shares to professional advisers.

 

The Director Subscription was referenced in the Subscription Announcement and
will result in the issue and allotment of a total of 1,431,250 new Ordinary
Shares at the Issue Price of 8 pence (the "Director Subscription Shares"). The
Director Subscription consists of certain members of the Board subscribing for
a total of c.£89,769 new Ordinary Shares at the Issue Price and certain
members of the Board converting outstanding salaries totaling c.£24,731 into
new Ordinary Shares at the Issue Price, as detailed in the announcement
released by the Company on 13 September 2024.

 

Furthermore, utilising the Directors' existing authorities given by the
Company's shareholders to issue new Ordinary Shares for cash on a
non-pre-emptive basis, the Company has raised additional gross proceeds of
£130,000 through the allotment and issue of 1,625,000 new Ordinary Shares
(the "Further Subscription Shares") at the Issue Price. The net proceeds of
the Director Subscription and the Further Subscription will be utilised in the
same manner as described in the Subscription Announcement.

 

Commenting on the additional fundraise Ryan Mee, CEO of Fulcrum Metals, said:

 

"The Company has successfully raised the additional funds that will allow it
to accelerate its transformation into a technology-led business, with a
dedicated focus on tailings processing, unlocking both value and increasing
sustainability in our operations. Importantly, the Board is fully aligned with
our shareholders, having participated in the fundraising.

 

Fulcrum as a company is in an exciting position, adopting disruptive
technologies to tailings with at surface resources and positioning as a leader
in responsible sustainable extraction practices in Canada and I look forward
to updating the markets in due course."

 

Directors Subscription

 

The following Directors have conditionally subscribed for Ordinary Shares in
the Company in the amounts set out in the table below:

 

 Director                                        Current number of Ordinary Shares held  Director Subscription Shares  Number of Ordinary Shares following the Fundraise  % of enlarged share capital following the Fundraise

 Ryan Mee (Chief Executive Officer)*             6,899,786                               774,123                       7,673,909                                          12.46%

 Aidan O'Hara (Corporate Development Director)*  6,875,485                               419,254                       7,294,739                                          11.84%

 John Hamilton (Chief Financial Officer          0                                       156,353                       156,353                                            0.25%

 Alan Mooney (Interim Non-Executive Chairman)    0                                       81,520                        81,520                                             0.13%

 

*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.

 

The FCA notifications in relation to the above and made in accordance with the
requirements of the UK Market Abuse Regulation are appended further below.

 

Admission and Total Voting Rights

 

Application will be made for the 1,431,250 Director Subscription Shares and
the 1,625,000 Further Subscription Shares (together the "New Shares") to be
admitted to trading on the AIM Market of the London Stock Exchange
("Admission").  It is expected that the issue of the 3,056,250 New Shares
will take place, Admission will become effective and that dealings in the New
Shares on the AIM market of the London Stock Exchange will commence on or
around 7 October 2024.

 

On Admission, the Company will have 61,585,943 Ordinary Shares in issue, each
with one voting right.  There are no shares held in treasury.  Therefore,
the Company's total number of Ordinary Shares and voting rights will be
61,585,943 and this figure may be used by shareholders from Admission as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Significant shareholding

 

The Company is aware of the following significant shareholder in the Company
(as defined in the AIM Rules for Companies), whose percentage interest in the
enlarged share capital will be revised following Admission:

 

 Name                    Number of Ordinary Shares held      Percentage of enlarged share capital following Admission
 Panther Metals PLC      7,625,122                           12.38%

 

 

Definitions

 

Capitalised terms used in this announcement have the meanings given to them in
the announcement issued by the Company on 13 September 2024 (the "Subscription
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 / 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 and development
company which finances and manages exploration projects focused on Canada,
widely recognised as a top mining jurisdiction. Fulcrum's ambition is to
create an environmentally friendly and sustainable tailings and mine waste
business, driving mining change through combining low discovery risk assets
and jurisdictions with transformative technology capable of near-term cash
flow whilst capitalising on a portfolio of highly prospective exploration
assets.

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    Interim Non-Executive Chairman

 

 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                                    Acquisition of Ordinary Shares

 c)   Price(s) and volume(s)                                       Price: 8p per Ordinary Share

                                                                   Volumes:

        Ordinary Shares subscribed for:  Number of Ordinary Shares to be issued pursuant to Director Fee Conversion:
                                                                   Ryan Mee       625,000                          149,123
                                                                   Aidan O'Hara   375,000                          44,254
                                                                   John Hamilton  122,112                          34,241
                                                                   Alan Mooney    -                                81,520

 

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      26 September 2024
 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

Acquisition of Ordinary Shares

 

c)

Price(s) and volume(s)

Price: 8p per Ordinary Share

 

Volumes:

 

                Ordinary Shares subscribed for:  Number of Ordinary Shares to be issued pursuant to Director Fee Conversion:
 Ryan Mee       625,000                          149,123
 Aidan O'Hara   375,000                          44,254
 John Hamilton  122,112                          34,241
 Alan Mooney    -                                81,520

 

 

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

 

e)

Date of the transaction

26 September 2024

f)

Place of the transaction

Outside a trading venue

 

 

 

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