TIDMFCM
RNS Number : 5302U
First Class Metals PLC
24 November 2023
The information contained within this announcement is deemed to
constitute inside information as stipulated under the retained EU
law version of the Market Abuse Regulation (EU) No. 596/2014 (the
"EU MAR") which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018. The information is disclosed in accordance
with the Company's obligations under Article 17 of the UK MAR. Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
FIRST CLASS METALS PLC
24(th) November 2023
Placing of 10,050,000 ordinary shares of GBP0.001 each in the
capital of the Company to raise GBP603,000
First Class Metals PLC ("First Class Metals" "FCM" or the
"Company") is a UK metals exploration company focused on the
discovery of economic metal deposits across its extensive Canadian
- northwest Ontario, land holding is pleased to announce that it
has completed a placing of 1 1,99 0, 665 ordinary shares of
GBP0.001 par value (the "Placing Shares") at a price of 6 pence per
Placing Share (the "Placing Price"), raising gross proceeds of
GBP603,000 and satisfying fees of GBP48,000
The Placing Price represents a 16% discount to the mid-market
closing price of the Company's shares on 21 November 2023, the date
of the arrangement of the Placing. No warrants are being issued in
connection with this placing.
Clear Capital Markets Limited & First Equity Limited acted
as placing agents in respect of the Placing.
Use of Proceeds
-- Development of a drill program at the highly prospective
Zigzag lithium/Critical Metals Property.
-- Full Repayment of the Sanderson Capital Partners Convertible Loan Note (the "CLN").
The balance of the placing proceeds will primarily be used to
develop a drilling program at the Company's Zigzag lithium/Critical
Metals property in Northern Ontario. Further details of the
intended work will be released shortly.
The Company intends to repay in full the CLN, which stands at
GBP500,000 drawn.
Background
With the recent granting of the Enable and McKellar Exploration
Permits, the Company controls six permitted properties in Ontario,
Canada, encompassing nearly 200km(2) of land. Within this area, the
Company has identified priority drill targets of robust
prospectivity across each of our properties, holding what is
believed to be significant potential for exploration and
discovery.
Considering the current climate in terms of timescales, efforts,
and physical costs involved in obtaining permits, the Company
believes that having six fully permitted properties is a
significant advantage. These properties are either already drill
ready or in the process of becoming so (some of which are true
'District-Scale' size), providing the Company with substantial
flexibility moving forward. This level of readiness allows the
Company to capitalize on opportunities efficiently and adapt to
changing market conditions. The Board expects that this portfolio
of permitted properties will position the Company for success and
maximize its potential for future growth.
The initial focus of the Company post this fund-raising will be
on advancing exploration activities on the highly prospective
Zigzag lithium/Critical Metals property. Currently, the Company has
channel sample assays pending, which will provide valuable data to
plan its next steps. Additionally, the Company is working on
formulating further operations on this property, with plans to
commence drilling activities during the upcoming winter period. The
Company is committed to unlocking the potential of the property and
is excited about the opportunities that lie ahead.
Director's-Stock Lending Agreement(s)
The Company does not presently have sufficient headroom to
enable the issue and admission of the Placing Shares which are
required to be issued pursuant to the placing without the
production of a FCA approved prospectus. The Company is therefore
proposing that the directors, James Knowles and Ayub Bodi, each
loan a number of shares amounting, in aggregate, to the Placing
Shares, to the Company by means of a share loan agreement (the
"Share Lending Agreement"), to facilitate the placing of the
Placing Shares by the Company. This loan involves no consideration
being paid or security granted to James Knowles or Ayub Bodi, other
than the fee charged under the Share Lending Agreement, described
below.
The placing of the Placing Shares is expected to be completed on
or around 30 November 2023.
The Share Lending Agreements provide for the allotment of an
aggregate of 11,990,665 new ordinary shares in the Company to James
Knowles & Ayub Bodi by 30 June 2024 to replace the shares
loaned in terms of the Share Lending Agreement.
A fee, equal to 8.25% per annum of the values of the Placing
Shares on the day of Placing will be charged on each loan, pro-rata
for the period of the loan, which will be paid in cash unless, if
agreed between the Company and the relevant director that such fee
should be satisfied by the allotment of ordinary shares in the
Company.
Related Party Transaction
James Knowles and Ayub Bodi are directors of the Company. The
Share Lending Agreement is considered to be a related party
transaction (the "Related Party Transaction").
Marc Sale, Marc Bamber and Andrew Williamson, being the
independent directors for the purpose of this Related Party
Transaction consider that the terms and conditions are fair and
reasonable.
James Knowles, Executive Chairman of First Class Metals PLC
Commented:
"We decided as a board it was necessary to take advantage of
this opportunity in what is an otherwise difficult and extremely
competitive market to raise funds to enable the development of the
high impact first drill program on the Zigzag lithium/Critical
Metals Property and also repay the outstanding CLN.
As a company, we understand the importance of maintaining a
strategic balance between developing our highly prospective
portfolio and effectively managing our available financial
resources. We aim to advance our projects to a stage where they
become conducive to monetise. This approach ensures that we
maximize the potential of our portfolio while optimizing resource
allocation. We are dedicated to carefully navigating this balance
and strategically driving our company's growth and success.
I am pleased to be able to assist the company at this time by
loaning a significant portion of my holdings to First Class Metals.
By doing so, I willingly accept the commercial risk associated with
this transaction. My decision to make this loan stems from my
utmost confidence in the assets held by First Class Metals, as well
as the exceptional capabilities of our operational team. I firmly
believe that through their expertise and dedication, we will
achieve success and deliver value for all stakeholders
involved.
Furthermore, at this point, the Share Loans will reduce the
impact of dilution for all shareholders until the Company is in a
position to allot new shares to return the loan and allows all
shareholders to benefit from any potential uplift when we have
tangible results published, from our more advanced projects."
Issue of Fee Shares
In addition, 1,940,665 Placing Shares are being placed with
various professional partners, including Sanderson Capital Partners
(who have now made a new small non-dilutive working capital
facility available to the company), to satisfy fees due in
connection with the fundraise and also to satisfy outstanding
professional fees from parties who have opted to take payment in
shares over a cash payment. We welcome this commitment to the
Company.
For Further Information:
James Knowles, Executive
Chairman JamesK@Firstclassmetalsplc.com 07488 362641
Marc J Sale, CEO MarcS@Firstclassmetalsplc.com 07711 093532
-------------------------------- -------------
Ayub Bodi, Executive Director AyubB@Firstclassmetalsplc.com 07860 598086
-------------------------------- -------------
First Equity Limited
(Financial Adviser & Broker)
Jonathan Brown 0207 3742212
Jason Robertson 0207 3742212
-------------
Clear Capital Markets Limited
(Placing Agents)
Bob Roberts 0203 8696081
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END
IOEFEMFUDEDSEEF
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