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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 the repayment of the shares loaned to the Company by James Knowles, a director of FCM.

Mr Knowles previously loaned the Company two tranches of shares totalling 5,912,059 ordinary shares of £0.001 par value (“Shares”), as announced on 17 July 2024, and consequently 5,912,059 new Shares (“Loan Shares”) have been issued to him today to settle this outstanding position.

Admission and Total Voting Rights

Applications will be made to the FCA and the LSE for admission (“Admission”) of the 5,912,059 Loan Shares, which is expected to be on or around 7 August 2024. These shares rank pari passu with the existing ordinary shares of the Company.

Following Admission, the Company has 97,653,420 Shares in issue, each with one vote per share (and none of which are held in treasury). The total number of voting rights in the Company is therefore 97,653,420. This figure of 97,653,420 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.

Share Placing

The Company is also pleased to announce that it has completed a private placing of 9,500,000 Shares at a price of 2.7 pence per Share (the “Placing Price”), raising gross proceeds of £256,500 (the “Placing”). Axis Capital Markets, acted as the Company’s sole placing agent in respect of the Placing. The company are pleased to appoint Axis Capital Markets as its new broker following the completion of the fundraising.

The Placing Price represents a 16% discount to the mid-market closing price of the Company’s shares on 1 August 2024, the last trading date prior to the completion of the placing.

The proceeds from the Placing, are intended to be used to continue the Company’s activities across the portfolio aimed at enhancing value, including:

–     Expansion and development of the company’s exploration activities on the Dead Otter Trend North, Hemlo.  

–     Work will include the expansion and potential addition of further stripping and channel sampling sites accelerating exploration further across the 3.7km long Dead Otter Trend.

–     Exploration activities on FCM’s other core projects in Northern Ontario.

–     For general working capital purposes.

James Knowles, Executive Chairman, Commented:

“In light of the recent announcements regarding the high priority status of the Dead Otter Trend, it was considered wise to take advantage of the crews and equipment already mobilised at the site to increase both the number and scope of stripping sites.

We believe that the Dead Otter project holds transformative potential for FCM’s future, and completing this capital raise promptly will allow significant additional work this summer, thus enhancing our understanding of the geology and the target’s true potential.

Marc Sale, our CEO, is currently onsite overseeing operations and will collaborate closely with the Emerald Geological Team to formulate an expanded operational plan.

I am also pleased to announce the appointment of Axis Capital Markets to be the Company’s new broker”

Director’s-Stock Lending Agreement(s)

The Company does not presently have sufficient headroom to enable the Shares subject to the Placing to be admitted to trading without the publication of an FCA approved prospectus. The Company is therefore proposing that following Admission, James Knowles, a director of the Company, loans 9,500,000 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 21 August 2024.

The Share Lending Agreements provide for the allotment of an aggregate of 9,500,000 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.

Following the Share Lending Agreement, James Knowles will have a total of 9,500,000 Shares loaned to the Company.

Material Related Party Transaction

As 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.

For further information, please contact:

Novum Securities Limited (Financial Adviser)

Axis Capital Markets (Broker)