First Class Metals #FCM – Private Subscription. New Directors Share Loan

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 – Northern Ontario land holding, is pleased to announce that it has completed a private placing of 3,035,714 ordinary shares of £0.001 par value (“Shares”) (the “Placing Shares”) at a price of 2.8 pence per Placing Share (the “Placing Price”), raising gross proceeds of £85,000 (the “Placing”).

The Placing Price represents a 5.6% premium to the mid-market closing price of the Company’s shares on 16 July 2024, the last trading date prior to the completion of the placing.

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 director, James Knowles, 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 by the Company. This loan involves no consideration being paid or security granted to James Knowles or a chargeable fee.

The Placing is expected to be completed on or around 18 July 2024.

The Share Lending Agreements provide for the allotment of an aggregate of 5,912,059 new Shares in the Company to James Knowles by 30 December 2024 to replace the Shares loaned in terms of the Share Lending Agreement.

James Knowles has elected not to charge a fee for the loan of these shares.

Material Related Party Transaction

James Knowles is a director of the Company. The Share Lending Agreement is a material related party transaction (“MRPT”) under the Disclosure Transparency & Guidance Rules

Marc Sale, Marc Bamber and Andrew Williamson, being the independent directors for the purpose of this MRPT, have approved the MRPT as being fair and reasonable from the perspective of FCM and its shareholders.

Issue of Fee Shares & Zigzag Second Year Option to Nuinsco

In addition, 1,785,714  Shares are being placed with various professional partners, 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. 

Zigzag Year Two Share Option Payment

1,090,631 new Shares are being issued to Nuinsco Resources Limited in respect of the year two Zigzag ‘option to earn in’ (¹see news release 9^th March 2023), they will rank pari passu with the Company’s existing issued ordinary shares.

¹https://polaris.brighterir.com/public/first_class_metals/news/rns/story/x8eolox

Both the professional fee shares & Zigzag Second Year Option payment are being made from the Share Lending Agreement. 

Total Voting Rights

The total number of voting rights in the Company remains unchanged. The figure of 91,741,361 may be used by shareholders in the Company as the denominator for calculations to determine if they have a notifiable interest in the share capital of the Company under the Disclosure Guidance and Transparency Rules, or if such interest has changed.

Directors Participation

As part of the Placing, 428,571 Shares were placed with two Directors of the Company, as set out below:

Ends

For further information, please contact:

Novum Securities Limited (Financial Adviser)