TIDMFMET
RNS Number : 4963I
Fulcrum Metals PLC
07 August 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR
FORWARDING WOULD BE UNLAWFUL (OR TO ANY PERSONS IN ANY OF THOSE
JURISDICTIONS).
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN FULCRUM METALS
PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF FULCRUM METALS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU)
NO.596/2014, WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
7 August 2023
Fulcrum Metals plc
("Fulcrum" or the "Company" or the "Group")
Director/PDMR shareholding notification
Fulcrum Metals plc (LON: FMET), a company focused on mineral
exploration and development in Canada , is pleased to announce
that, further to the announcement made earlier today regarding the
acquisition of the Tully Gold project and the issue of Loan Notes
raising GBP520,000, that certain Directors have subscribed for a
total of GBP195,000 of Loan Notes.
Directors' participation in the Loan Notes
Ryan Mee (Chief Executive Officer), John Hamilton (Chief
Financial Officer), Aidan O'Hara (Corporate Development Director),
Clive Garston (Non-Executive Chairman) and Alan Mooney
(Non-Executive Director) (the "Director Subscribers") have
subscribed for a total of GBP195,000 of Loan Notes as set out
below.
Number of
new Ordinary
Shares issued
Current holding on Conversion
Holding of as percentage Loan Notes of Loan Notes
Existing Ordinary of Existing subscribed (in the event
Name Shares Ordinary Shares for of conversion)**
Ryan Mee* 6,899,786 13.84% GBP75,000 405,405
------------------- ----------------- ------------ ------------------
Aidan O'Hara* 6,875,485 13.79% GBP75,000 405,405
------------------- ----------------- ------------ ------------------
Clive Garston 600,000 1.20% GBP17,500 ***94,595
------------------- ----------------- ------------ ------------------
John Hamilton Nil Nil GBP12,500 67,568
------------------- ----------------- ------------ ------------------
Alan Mooney Nil Nil GBP15,000 81,081
------------------- ----------------- ------------ ------------------
* 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. OnGold is not subscribing for Loan Notes in the
Fundraising.
** excluding any accrued interest on the Loan Notes that may be
capitalised.
*** Clive Garston has indicated that the Loan Notes subscribed
for by him will be subscribed for by St James Friendly Society and
held in a fund in which Clive Garston is the sole beneficiary.
Related party transaction
As set out above, certain directors of the Company have agreed
that they will participate in the subscription of the Loan Notes.
The participation in the Loan Notes by the Director Subscribers
constitute related party transactions under the AIM Rules for
Companies. Mitchell Smith (Non-Executive Director) 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 the Company's nominated adviser, Allenby
Capital Limited, that the terms of the subscriptions for the Loan
Notes by the Director Subscribers are fair and reasonable insofar
as the Company's shareholders are concerned.
Definitions
Capitalised terms used in this announcement have the meanings
given to them in the announcement issued by the Company on 7 August
2023 (the "Announcement"), unless the context provides
otherwise.
Correction
The Announcement incorrectly stated the number of warrants to be
issued to Clear Capital Markets Limited as broker to the
Fundraising as 87,838. The correct figure should be 263,513.
For further information please visit https://fulcrummetals.com/
or contact:
Fulcrum Metals PLC
Ryan Mee (Chief Executive Officer) Via St Brides Partners
Limited
Mitchell Smith (Non-Executive Director)
Allenby Capital Limited (Nominated
adviser)
Nick Athanas / George Payne T el: +44 (0) 203 328
5656
Clear Capital Markets Limited (Broker)
Bob Roberts T el: +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
company which finances and manages exploration projects focused on
Canada, widely recognised as a top mining jurisdiction.
Fulcrum currently holds a beneficial 100% interest in highly
prospective gold and base metals projects in Ontario and Uranium
projects in Saskatchewan.
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 to establish 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. A recent structural study identified 42 priority
exploration targets, of which 24 targets within the Big Bear
property and 18 in the Jackfish property, with 14 in total (9 on
Big Bear and 5 on Jackfish) being ranked as high priority for
follow-up. The properties have the potential to host a large,
structurally controlled, stratabound-style banded iron formation
(BIF) gold prospect similar to the Musselwhite deposit (McNicoll et
al., 2016), in addition to an Archean greenstone, orogenic-style
lode gold prospect, extending past the bounds of known historical
mineral occurrences.
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.
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
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name P DMRs: Ryan Mee Chief Executive Officer
Aidan O'Hara Corporate Development
Director
------------------------
Clive Garston Non-Executive Chairman
------------------------
John Hamilton Chief Financial Officer
------------------------
Alan Mooney Non-Executive Director
------------------------
----------------------------- ------------------------------------------------
Reason for the notification
2
-------------------------------------------------------------------------------
a) Position/status See 1a) above
----------------------------- ------------------------------------------------
b) Initial notification Initial notification
/Amendment
----------------------------- ------------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a) Name Fulcrum Metals Plc
----------------------------- ------------------------------------------------
b) LEI 21380058R5JN7ZOLZK12
----------------------------- ------------------------------------------------
Details of the transaction(s): section to be repeated for
4 (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 Ordinary Shares of nominal value 1 pence
instrument, type of each
instrument
Identification code GB00BPCPPZ79
----------------------------- ------------------------------------------------
b) Nature of the transaction Participation in convertible loan notes
----------------------------- ------------------------------------------------
c) Price(s) and volume(s) Price: Conversion price will be 18.5p
per Ordinary Share
Volumes (monetary value of Loan Notes):
Ryan Mee GBP75,000 of Loan Notes
Aidan O'Hara GBP75,000 of Loan Notes
------------------------
Clive Garston GBP17,500 of Loan Notes
------------------------
John Hamilton GBP12,500 of Loan Notes
------------------------
Alan Mooney GBP15,000 of Loan Notes
------------------------
----------------------------- ------------------------------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
----------------------------- ------------------------------------------------
e) Date of the transaction 7 August 2023
----------------------------- ------------------------------------------------
f) Place of the transaction Outside a trading venue
----------------------------- ------------------------------------------------
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END
DSHFIFEDTAIDIIV
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August 07, 2023 04:02 ET (08:02 GMT)
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