REG - Future Metals NL - Result of Entitlement Issue & Directors' Dealings

Future Metals NLAnnouncement

08/02/2024 07:15

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RNS Number : 4118C  Future Metals NL  08 February 2024

Not for release to US wire services or distribution in the United States

8 February 2024

Future Metals NL

Result of Entitlement Issue and Directors' Dealings

Future Metals Successfully Raises A$3.3m

Future Metals NL ("Future Metals" or the "Company", ASX | AIM: FME) announces
the result of its underwritten, non-renounceable entitlement issue (the
"Entitlement Issue"), details of which were announced on 15 December 2023,
which closed on 1 February 2024, raising gross proceeds of A$3.3 million
(approximately £1.7 million).

The net proceeds received from the Entitlement Issue will be utilised for
drilling and other exploration activities on the Company's recently acquired
Eileen Bore Cu-Ni-PGM Project and to progress value enhancing activities on
its Panton Project, following the recent completion of the Panton Scoping
Study.

The Entitlement Issue provided Eligible Shareholders with the opportunity to
acquire one (1) new Ordinary Share ("New Share") for every four (4) Ordinary
Shares (or Depository Interests) held by such shareholders registered at the
Record Date, at an issue price of A$0.03 per New Share or £0.016 per
Depository Interest, together with one (1) free attaching option (exercisable
at a price of A$0.10 per Ordinary Share on or before 22 June 2024) ("Listed
Option") for every two (2) New Shares or Depository Interests applied for and
issued. The Listed Options will be listed on the ASX only under ticker code
ASX:FMEO.

Pursuant to the Entitlement Issue, Eligible Shareholders elected to take up,
in aggregate, 15,651,569 New Shares and will therefore be issued an aggregate
of 7,825,759 free attaching Listed Options. Jardee Kininmonth, the Company's
Managing Director & CEO, elected to take up his full entitlement of
397,151 New Shares and will be issued 198,575 free attaching Listed Options.

CPS Capital Group Pty Ltd ("CPS") acted as Underwriter to the Entitlement
Issue and will be issued an aggregate of 93,236,695 New Shares (representing
approximately 16.9% of the Company's ordinary share capital as enlarged by the
Entitlement Issue) and 46,618,347 Listed Options in accordance with the
Underwriter Agreement. CPS shall receive an underwriting fee equivalent to 6%
of the gross proceeds raised under the Entitlement Issue and be issued
43,634,453 Underwriter Options, exercisable at a price of A$0.10 each and
expiring three years from the date of issue, subject to Shareholder approval
being obtained at a general meeting of the Company to be convened in due
course.

As set out in the supplementary prospectus dated 8 February 2024, which is
available on the Company's website, Patrick Walta, Future Metals' Executive
Chair, has entered into a sub-underwriting agreement, pursuant to which Mr
Walta will take up 1,666,666 New Shares and therefore be issued 833,333 free
attaching Listed Options. The Company intends to rely on ASX Listing Rule
10.12 Exception 2 to permit Mr Walta to sub-underwrite the Entitlement Issue
and, accordingly, shareholder approval under ASX Listing Rule 10.11 is not
required. Mr Walta has agreed to waive all underwriting fees.

In aggregate, under the Entitlement Issue, 110,554,930 New Shares, 55,277,439
Listed Options, and, subject to shareholder approval, 43,634,453 Underwriter
Options are being issued, raising gross proceeds of A$3.3 million
(approximately £1.7 million).

Admission of the new securities to the ASX

15,651,569 of the New Shares and 7,825,759 of the Listed Options subscribed
for by Eligible Shareholders under the Entitlement Offer will be allotted and
issued pursuant to ASX Listing Rule 7.1 Exception 1 and ASX Listing Rule 10.12
Exception 1 on 8 February 2024 and will commence (T+2) trading on 12 February
2024. 94,903,361 of the New Shares and 47,451,680 of the Listed Options
subscribed for by the Underwriter and Mr Walta will be allotted and issued
pursuant to ASX Listing Rule 7.2 Exception 2 and ASX Listing Rule 10.12
Exception 2, respectively on 22 February 2024 and will commence (T+2) trading
on 26 February 2024.

Admission of the New Shares to trading on AIM

The aggregate 110,554,930 New Shares shall be admitted to trading on AIM in
two tranches. Application has and will be made to the London Stock Exchange
plc for admission to trading on AIM of 15,651,569 New Shares to take effect at
8.00 a.m. (London time) on or around 12 February 2024 ("First Tranche
Admission"), and of 94,903,361 New Shares to take effect at 8.00 a.m. (London
time) on or around 26 February 2024 ("Second Tranche Admission").

The number of Ordinary Shares in issue, and the total voting rights in the
Company, on First Tranche Admission and Second Tranche Admission will be
457,871,290 and 552,774,651, respectively. These figures may be used by
shareholders as the denominator for the calculations by which they determine
whether they are required to notify their interest in, or a change of their
interest in, the Company under the provisions of the Company's constitution.

Related Party Transactions

Mr Kininmonth and Mr Walta are directors of the Company and their
participations in the Entitlement Issue and associated underwriting agreements
(as applicable) are related party transactions pursuant to Rule 13 of the AIM
Rules for Companies (the "Directors' Participations"). Accordingly, the
directors of the Company independent of such related party transactions, being
Justin Tremain and Elizabeth Henson, consider, having consulted with Strand
Hanson Limited in its capacity as the Company's nominated adviser, that the
terms of the Directors' Participations are fair and reasonable insofar as the
shareholders of Future Metals are concerned.

This announcement has been approved for release by the Board of Future Metals
NL.

Unless otherwise defined herein, capitalised terms shall have the same
meanings as ascribed to them in the Company's RNS announcement dated 15
December 2023.

 

For further information, please contact:

 Future Metals NL                           +61 8 9480 0414
 Jardee Kininmonth                          info@future-metals.com.au (mailto:info@future-metals.com.au)
 Strand Hanson Limited (Nominated Adviser)  +44 (0) 207 409 3494
 James Harris/James Bellman
 Panmure Gordon (UK) Limited (UK Broker)    +44 (0)207 886 2500

 John Prior/Hugh Rich/Rauf Munir
 FlowComms (UK IR/PR)                       +44 (0) 789 167 7441
 Sasha Sethi

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as is forms part of United Kingdom domestic law pursuant to
the European Union (Withdrawal) Act 2018, as amended.

PDMR Notification Forms:

The notification of dealing forms set out below are provided in accordance
with the requirements of the UK Market Abuse Regulation.

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1.    Jardee Kininmonth

                                                                  2.    Patrick Walta
 2.  Reason for the Notification
 a)  Position/status                                              1.    Managing Director & CEO

                                                                  2.    Executive Chair
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Future Metals NL
 b)  LEI                                                          213800WZ1MNQPOAKNU50
 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
     Identification code                                          AU0000157745
 b)  Nature of the Transaction                                    Subscription of new Ordinary Shares pursuant to the Entitlement Issue
 c)  Price(s) and volume(s)                                       Price(s)         Volume(s)
                                                                  1.    A$0.03     397,151
                                                                  2.    A$0.03     1,666,666
 d)  Aggregated information                                       N/A (Single transactions)

     Aggregated volume Price
 e)  Date of the transaction                                      8 February 2024
 f)  Place of the transaction                                     Outside of a trading venue

d)

Aggregated information

Aggregated volume Price

N/A (Single transactions)

e)

Date of the transaction

8 February 2024

f)

Place of the transaction

Outside of a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1.    Jardee Kininmonth

                                                                  2.    Patrick Walta
 2.  Reason for the Notification
 a)  Position/status                                              1.    Managing Director & CEO

                                                                  2.    Executive Chair
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Future Metals NL
 b)  LEI                                                          213800WZ1MNQPOAKNU50
 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  Options over Ordinary Shares
     Identification code                                          AU0000157745
 b)  Nature of the Transaction                                    Issue of options over Ordinary Shares pursuant to the Entitlement Issue
 c)  Price(s) and volume(s)                                       Price(s)                                           Volume(s)
                                                                  1.    Nil consideration; A$0.10 exercise price     198,575
                                                                  2.    Nil consideration; A$0.10 exercise price     833,333
 d)  Aggregated information                                       N/A (Single transactions)

     Aggregated volume Price
 e)  Date of the transaction                                      8 February 2024
 f)  Place of the transaction                                     Outside of a trading venue

d)

Aggregated information

Aggregated volume Price

N/A (Single transactions)

e)

Date of the transaction

8 February 2024

f)

Place of the transaction

Outside of a trading venue

 

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