RCS - Fulcrum Metals PLC - Intention to Float
10/02/2023 08:15
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RNS Number : 5132P Fulcrum Metals PLC 10 February 2023
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UNITED STATES OF AMERICA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
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VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This announcement is not an admission document or a prospectus and does not
constitute or form part of, and should not be construed as, an offer to sell
or issue, or a solicitation of any offer to buy or subscribe for, any
securities in any jurisdiction. Prospective investors should not subscribe for
or purchase any securities referred to in this announcement, except on the
basis of the information in the final admission document to be published by
the Company and any supplement thereto (the "Admission Document"), in
connection with the placing (the "Placing") of its issued and to be issued
ordinary shares (the "Ordinary Shares") and the proposed admission to trading
on AIM ("Admission").
10 February 2023
Fulcrum Metals plc
("Fulcrum" or "the Company" or "the Group")
Placing and Proposed Admission to trading on AIM
Fulcrum Metals plc (AIM: FMET), a multi-commodity minerals exploration
company, is pleased to announce its proposed admission to trading on the AIM
market of the London Stock Exchange (the "IPO") and conditional placing ("the
Placing") of 17,142,857 new Ordinary Shares at 17.5 pence per Ordinary Share
to raise gross proceeds of £3 million ("the Placing").
It is expected that Admission to AIM and dealings in the Company's Ordinary
Shares on AIM will commence at 8:00am on 14 February 2023 ("Admission") under
the ticker "FMET" with a market capitalisation at the Placing Price of
£8.725million. The ISIN of the Ordinary Shares is GB00BPCPPZ79.
The net proceeds of the Placing will be used by the Group to capitalise on the
potential of its multi-commodity portfolio of base, precious and energy metals
in Canada, a jurisdiction which is politically stable and rich in mineral
resources, by advancing them through the value chain.
The Company is being advised by Allenby Capital Limited, who are acting as
nominated adviser, and Clear Capital Markets Limited its broker.
Highlights
· On Admission the Group will own a portfolio of projects in Canada, a
consistently highly rated worldwide mining jurisdiction, as acknowledged by
the Fraser Institute Multi-commodity assets -comprising of six gold and base
metals projects in Ontario totalling 252km(2), covering the Schreiber-Hemlo,
Wawa, Winston Lake and Dayohessarah Greenstone Belts, and two uranium and gold
projects in the Northern Athabasca Basin region of Saskatchewan totalling
136km(2) (the "Projects")
· Positioned close to mineral rich prospective areas producing or near
producing assets
· Strong market fundamentals with increased demand for gold, base
metals and uranium
· Experienced management team with complementary skill set
· Clear and defined strategy on how to build shareholder value
· Successfully raised approximately £3 million in conjunction with
Admission to support its short-term growth goals
Ryan Mee, Chief Executive Officer of Fulcrum Metals, commented:
"We are delighted to be announcing our listing on AIM and the successful
fundraise of £3 million. The funds will be used to support our strategy - to
focus on discovery and the commercialisation of our projects through targeted
exploration programmes with a view to bringing them up the value chain and
ultimately to secure potential joint venture partner or acquisition interest.
"I am particularly encouraged by investor appetite for our company, which I
believe speaks volumes for the quality of our projects and the expertise of
our team. I would like to take this opportunity to thank all directors,
advisers and stakeholders for their hard work and commitment and our new
investors for their support."
Introduction and Background
Fulcrum Metals plc was incorporated in England & Wales on 10 October 2022
and is the holding company of a mineral exploration group with base, precious
and energy metal projects in Canada. Canada is a politically stable
jurisdiction that is rich in mineral resources.
On Admission its project portfolio will comprise six gold and base metal
projects in Ontario totalling 252km(2), covering the Schreiber-Hemlo, Wawa,
Winston Lake and Dayohessarah Greenstone Belts, and two uranium and gold
projects in the Northern Athabasca Basin region of Saskatchewan totalling
136km(2).
The Projects are pre-discovery with large, diversified land packages that have
either substantial historical samples or prospective geology and located
nearby mineral rich deposits or producing mines. Fulcrum sees the uranium
projects as an opportunity to capitalise on the increasing global recognition
and investment towards nuclear energy as a way of decarbonising base load
power.
The main focus of Fulcrum is to advance, develop, and scale the flagship
Schreiber-Hemlo Project comprising the Big Bear and Jackfish Lake properties
whereby the Group has amassed a significant land position of circa 113km(2).
The properties have 38 recorded mineral occurrences, high grade gold in rock
samples and shear zones that have real potential for the discovery and
development of an economic mineral deposit.
Conditionally on Admission, the Company has raised £3.0 million (before
expenses). The net proceeds from the Placing will be used to progress the
Projects through targeted exploration programmes, with a primary focus on
advancing the flagship Schreiber-Hemlo properties and establishing the
prospectivity of its wider Ontario portfolio with a view to securing a
potential joint venture or acquisition interest.
Strategy
Fulcrum's strategy is to focus on discovery and commercialisation of its
Projects through targeted exploration programmes. The primary focus is to make
an economic discovery on the flagship Schreiber-Hemlo Properties and
establishing the prospectivity of its wider Ontario and Saskatchewan portfolio
with a view to securing potential joint venture and/or acquisition interest.
The Schreiber - Hemlo properties have a history of prospecting and localised
extraction since the late 19th century. However, coherent, property-level
exploration programmes have been limited or absent, particularly in recent
times. Fulcrum has an opportunity to carry out such a programme and this
approach provides the best opportunity to fully explore the significant
prospectivity of the properties.
While highly prospective, Fulcrum's mining assets are in the exploration
phase, so Fulcrum stands to be able to add significantly to the inherent value
through exploration success.
Fulcrum will continually review opportunities with potential and with a view
to increasing shareholder value. It is the Board's intention to deliver medium
and long-term growth and to establish the Group as a significant exploration
company.
Use of proceeds
The net proceeds from the Placing will be used to progress the Group's
portfolio of Projects through targeted exploration programmes, with a primary
focus on advancing the flagship Schreiber-Hemlo properties and establishing
the prospectivity of its wider Ontario portfolio with a view to securing
potential joint venture and/or acquisition interest.
Nearly 50 per cent. of the Placing proceeds will be used to build value
through exploration at Jackfish Lake, comprising survey work, drilling and
exploring the eastern Margin of Terrace Bay Batholith. There will also be
exploration of the Big Bear Project comprising of geophysical modelling,
survey work, drilling at Schreiber in 2023 and the investigation of high
priority AEM & Mag targets. The remaining net proceeds from the Placing
will be used for advancing the rest of the project portfolio and working
capital purposes.
Advancing the flagship Schreiber-Hemlo Project, Ontario
The high-grade Big Bear Project has rock samples of up to 53.7g/t Au, soil
samples up to 0.71g/t Au, and historical bulk sampling reported at 150t
averaging 17.6 g/t Au. The Big Bear Project also has historical drill
intersections, which include 0.55m at 19.2% Zn and 4.6% Cu. A priority for the
Group is to drill high priority targets.
The highly prospective Jackfish Lake Project has widespread mineralisation and
rock samples of up to 38.9g/t Au and 1.01% Cu. In addition to, the
mineralisation found at the Terrace Bay Batholith contact zone hosts several
nearby mines and deposits, including the Northshore Gold Deposit and the
historical Gold Range Prospect, Otisse, Jeddar and Empress Prospects. The
Group intends to further the work undertaken so far to develop and drill
targets.
Acquisitions of Fulcrum Metals Limited and the Big Bear Project
On 24 November 2022 the Company entered into a share exchange agreement to
acquire the entire issued share capital of Fulcrum Metals Limited ("FML"). FML
owns Fulcrum Metals (Canada) Limited ("FMCL"). FMCL is the Group's Canadian
subsidiary, which owns the Projects.
On 6 April 2022, the Company entered into a mineral claim purchase agreement
with Panther Metals PLC and Panther Metals (Canada) Limited ("PMCL"). Under
the agreement, as amended and restated on 30 January 2023 and 8 February 2023,
the Company agreed to buy from PMCL, the entire issued share capital in the
special purpose vehicle (the "Big Bear SPV") that holds the entire beneficial
interest in the mineral claims located in Ontario known as the Big Bear
Project and the licenses pertaining to such claims (together the "Big Bear
Property"). The Big Bear SPV the registered holder of a 99% interest in
certain claims in the Big Bear Property, with the remaining 1% of such claims
being held by PMCL on trust for the Big Bear SPV.
For more information, please visit www.fulcrummetals.com
(http://www.fulcrummetals.com) or contact the following:
Fulcrum Metals plc
Ryan Mee, Chief Executive Officer Via St Brides Partners Limited
Allenby Capital Limited (Nominated Adviser) +44 (0) 203 328 5656
Nick Athanas / George Payne
Clear Capital Markets Limited (Broker) +44 (0) 203 897 0981
Keith Swann
St Brides Partners Ltd (Financial PR)
Ana Ribeiro / Charlotte Page +44 (0) 207 236 1177
Directors from Admission
Ryan Mee - Chief Executive Officer
Ryan is the founder of Fulcrum Metals, and will become CEO of the Company upon
Admission. Ryan is a director of FMCL, and Co-Founder of Canadian OnGold
Invest Corp. He is an experienced serial private investor in the natural
resources space turned entrepreneur with extensive knowledge of exploration
companies. Ryan has a wealth of knowledge in business and commercial acumen,
raising funds, investment, strategic and business planning.
Ryan earned a BA (Hons) degree in Economics from Coventry University. He has
over 16 years' experience, having started his career in audit with EP Morris
& Company working as an Audit Manager and Senior Consultant.
Aidan O'Hara - Corporate Development Director
Aidan has a wealth of knowledge of exploration companies, with over 20 years
of experience as an entrepreneur and business manager. He is the co-founder of
Fulcrum Metals and Director of OnGold Invest Corp. Aidan has been a keen
investor on the AIM market for a number of years. Since 2018, he has been
Director of 4Consult Group, working to identify and evaluate projects for
market placement. Aidan has also previously worked internationally with
Blackstone Exploration and SL Minerals.
John Hamilton - Chief Financial Officer
John has an extensive accounting and wider business services experience, in
the SME and international companies, including natural resources. He was
Partner, Shareholder and Director of accountancy practice LHM Casey McGrath
and Investment property companies for over 30 years, acting as Managing
Partner during key reorganisations.
John is a fellow of the Association of Chartered Certified Accountants (FCCA)
and member of the Institute of Directors in Ireland. He has a wealth of
regulatory knowledge, having previously been an Independent Panel Member on a
committee of the Association of Chartered Certified Accountants (ACCA) London.
Clive Garston - Independent Non-Executive Chairman
Clive has been a corporate lawyer for over 40 years, currently as a Consultant
at Fladgate LLP specialising in equity capital markets and public and private
mergers and acquisitions. He has held directorships of several public and
private companies and is currently Chairman of Warpaint London plc which is
quoted on AIM. Previously, Clive was Chairman of Halliwell Consulting, an
enterprise which advises on executive remuneration, corporate governance, and
employee benefits, before being acquired by PWC.
Clive has significant expertise in the regulatory, governance and risk market.
He has been a member of the London Council of the CBI and an author of two
editions of the corporate governance of the Quoted Companies Alliance. He was
also Chairman of corporate finance committee of the Chartered Institute for
Securities and Investment for six years.
Mitchell Smith - Non-Executive Director
Mitchell has over 15 years of executive leadership, entrepreneurship, and
capital markets experience at all stages of the junior mining lifecycle and is
experienced with companies in diverse industries both private and public.
Mitchell currently serves as President & CEO of Global Energy Metals
Corporation, Director of Battery Metals Association and COO & Executive
Director of Panther Metals. Formerly, Mitchell has held a number of corporate
developments, corporate communications and investor relations.
He is an accomplished executive with deep knowledge of the natural resource
space, specifically the battery and energy metals sector. Mitchell has been
quoted in many notable news sources and ranked fourth globally in 2020 as the
top ten most influential people and companies in the battery minerals sector
on social media.
Alan Mooney - Non-Executive Director
Alan has an extensive experience of over 30 years of accounting and auditing.
He serves as CFO for Green Glen Minerals and CEO of Balvairde Capital and
Anville Properties. Previously, Alan was CFO of Cove Energy plc and Orogen
Gold plc, both of which were exploration companies listed on the AIM market
during his tenure. Alan is a Chartered Accountant having trained at Craig
Gardner and Price Waterhouse (now PWC). He earned an MBA from University
College Dublin.
IMPORTANT INFORMATION
This announcement does not constitute, or form part of, any offer or
invitation to sell, allot or issue, or any solicitation of any offer to
purchase or subscribe for, any securities in the Company in any jurisdiction
nor shall it, or any part of it, or the fact of its distribution, form the
basis of, or be relied on in connection with or act as an inducement to enter
into, any contract or commitment therefore.
Recipients of this announcement who are considering subscribing for or
acquiring Ordinary Shares are reminded that any such acquisition or
subscription must be made only on the basis of the information contained in
the final Admission Document, which may be different from the information
contained in this announcement. No reliance may be placed, for any purpose
whatsoever, on the information or opinions contained in this announcement or
on its accuracy, fairness or completeness. To the fullest extent permitted by
applicable law or regulation, no undertaking, representation or warranty,
express or implied, is given by or on behalf of the Company, Allenby Capital
Limited, or their respective parent or subsidiary undertakings or the
subsidiary undertakings of any such parent undertakings or any of their
respective directors, officers, partners, employees, agents, affiliates,
representatives or advisers or any other person as to the accuracy,
sufficiency, completeness or fairness of the information, opinions or beliefs
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loss, cost or damage suffered or incurred, howsoever arising, from any use, as
a result of the reliance on, or otherwise in connection with, this
announcement.
Allenby Capital Limited, which is authorised and regulated by the Financial
Conduct Authority is acting only for the Company in connection with the
proposed Placing and Admission and are not acting for or advising any other
person, or treating any other person as their respective client, in relation
thereto, or advice to any other person in relation to the matters contained
herein. Such persons should seek their own independent legal, investment and
tax advice as they see fit. Allenby's responsibilities, as the Company's
nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for
Companies, will be owed solely to the London Stock Exchange and not to the
Company, to any of its directors or to any other person in respect of a
decision to subscribe for or otherwise acquire Ordinary Shares in reliance on
the Admission Document. No representation or warranty, express or implied, is
made by Allenby or the Company or their respective affiliates as to any of its
contents.
Clear Capital Markets Limited, which is authorised and regulated by the
Financial Conduct Authority is acting only for the Company in connection with
the proposed Placing and Admission and are not acting for or advising any
other person, or treating any other person as their respective client, in
relation thereto, or advice to any other person in relation to the matters
contained herein. Such persons should seek their own independent legal,
investment and tax advice as they see fit. Clear Capital Markets Limited's
responsibilities will be owed solely to the London Stock Exchange and not to
the Company, to any of its directors or to any other person in respect of a
decision to subscribe for or otherwise acquire Ordinary Shares in reliance on
the Admission Document. No representation or warranty, express or implied, is
made by Clear Capital Markets Limited or the Company or their respective
affiliates as to any of its contents.
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who are Qualified Investors within the meaning of the Prospectus Regulation
(Regulation (EU) 2017/1129, which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended by the Prospectus (Amendment, etc) (EU
Exit) Regulations 2019) and who (i) fall within the definition of "investment
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value trusts as described in article 49(2) of the Order or (iii) are persons
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indirectly, in or into the United States of America, Canada, Japan, New
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where to do so might constitute a violation of the relevant laws or
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herein have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States. The
securities may not be offered or sold in the United States, except pursuant to
an applicable exemption from the registration requirements of the Securities
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other jurisdiction of the United States. No public offering of the securities
referred to herein is being made in the United States.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
The date of Admission may be influenced by factors such as market conditions.
There is no guarantee that the Admission Document will be published or that
the Placing and Admission will occur, and you should not base your financial
decisions on the Company's intentions in relation to the Placing and Admission
at this stage. Acquiring securities to which this announcement relates may
expose an investor to a significant risk of losing all of the amount invested.
The value of shares can decrease as well as increase. This announcement does
not constitute a recommendation concerning the Placing. Persons considering an
investment in such investments should consult an authorised person
specialising in advising on such investments.
This announcement contains certain statements that are, or may be, forward
looking statements with respect to the financial condition, results of
operations, business achievements and/or investment strategy of the Company.
Such forward looking statements are based on the Board's expectations of
external conditions and events, current business strategy and plans and the
other objectives of management for future operations and estimates and
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achievements or performance of the Group, or the industry in which the Group
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