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First Class Metals #FCM – The 79th GRP Limited Strategic Funding & Winter Work Programme
First Class Metals PLC (“First Class Metals,” “FCM,” or the “Company”), (LSE: FCM, FWB: WN9), the Ontario focused gold and critical metals explorer is pleased to announce that The 79th GRP Limited (“79th GRP”) has increased its existing loan to the Company (“Loan”) by £200,000, bringing the total Loan to £700,000. This follows the previously announced conditional strategic equity funding by 79th GRP of approximately £2.18 million (“Conditional Equity Funding”). The additional funding underlines 79th GRP’s commitment to advancing the proposed Conditional Equity Funding process and supporting the Company’s strategic objectives as the partnership progresses.
Key Highlights:
· Existing Loan with 79th GRP increased from £500,000 to £700,000: This additional funding comes as a further demonstration of 79th GRP’s commitment to supporting FCM’s strategic goals with the planned Winter Exploration Plans for North Hemlo & Sunbeam now fully funded.
· Funding to advance North Hemlo & Sunbeam properties, including:
o Very Low Frequency (VLF) geophysical survey across priority targets at North Hemlo
o Lake sediment sampling programme to identify additional targets at North Hemlo
o Wide scale lake sediment sampling across ‘newly’ staked claims at Sunbeam to identify new targets
Loan Facility Update:
The new loan agreement increases the total facility from £500,000 to £700,000, to be drawn in a single tranche. Key terms of the loan include:
I. Repayment Date: The Loan is repayable on the earlier of 25 April 2025 and completion of the first stage of the Conditional Equity Funding or, if such should not occur, the day after the relevant general meeting.
II. Interest Only: Interest is payable at a 15% annual rate throughout the term.
III. Secured Facility: The Loan is secured by a debenture over the assets of First Class Metals PLC.
IV. Equity Conversion: The Loan together with accrued but unpaid interest and fees will be capitalised into ordinary shares of the Company at a price of 1.7p per share upon completion of the first stage of the Conditional Equity Funding, as detailed in the announcement dated 18 December 2024.
For more details on the original loan facility, please refer to the announcements dated 13 June 2024 and 8 October 2024.
James Knowles, Executive Chairman, commented:
“This additional £200,000 loan from the 79th GRP underscores their continued confidence in our assets and strategy, as well as their commitment to the previously announced £2.18 million conditional equity investment. Their financial support strengthens our ability to execute fully funded Winter Exploration Plans for North Hemlo and Sunbeam, enabling us to maintain momentum across our portfolio.
This latest funding highlights the alignment between FCM and the 79th Group as we work collaboratively towards completing the conditional investment process. We are excited about the opportunities this partnership presents to drive forward the development of our northern Ontario projects and deliver significant value for our shareholders.”
Marc Sale, Chief Executive Officer, commented:
“I am excited that we can initiate a funded Winter Work Programme which will ensure that, when the spring field season starts, we can maximise the efforts on the two main properties. The Winter Work Programme in conjunction with the stripping and the results from the recently completed soil sampling programmes at North Hemlo and Sunbeam will provide focus in the coming months, the intention being to drill one or both properties.”
Dave Webster, Chairman, The 79th GRP Limited, commented:
“The Seventy Ninth Group is deeply committed to investing heavily in the development of FCM’s assets, aligning with its strategic focus on generating significant value across the portfolio for shareholders. This proactive investment approach underscores the Group’s dedication to driving sustainable growth and maximising value through disciplined and strategic asset management.”
Looking Forward
Following the recent announcement of the conditional subscription agreement with 79th GRP, First Class Metals PLC is pleased to highlight the strengthening of its financial position through the increased loan facility provided by 79th GRP. This additional funding, bringing the Loan to £700,000, ensures that key exploration initiatives, including the funded Winter Work Programme for North Hemlo and Sunbeam, can progress as planned.
The increased loan commitment further demonstrates 79th GRP’s confidence in FCM’s strategy and the potential of our northern Ontario assets. This strategic financial support not only enables us to advance our current exploration programmes but also underscores the growing alignment between the two companies as we work together to create long-term value.
The Board is fully committed to capitalising on these developments and leveraging the opportunities that this strengthened partnership presents. With the support of 79th GRP, we are well-positioned to achieve our objectives and deliver meaningful progress across our portfolio.
We look forward to providing further updates as we continue to advance our projects and deliver value to shareholders.
Ends
For Further Information:
Engage with us by asking questions, watching video summaries, and seeing what other shareholders have to say. Navigate to our Interactive Investor hub here:
For further information, please contact:
James Knowles, Executive Chair
Email: JamesK@Firstclassmetalsplc.com
Tel: 07488 362641
Marc J Sale, CEO
Email: MarcS@Firstclassmetalsplc.com
Tel: 07711 093532
Novum Securities Limited (Financial Adviser)
David Coffman / George Duxberry
Website: www.novumsecurities.com
Tel: (0)20 7399 9400
Axis Capital Markets (Broker)
Lewis Jones / Ben Tadd
Website: Axcap247.com
Tel: (0)203 026 0449
NOTES TO EDITORS
Qualified Person
The technical disclosures contained in this announcement have been drafted in line with the Canadian Institute of Mining, Metallurgy and Petroleum standards and guidelines and approved by Marc J. Sale, who has more than 30 years in the gold exploration industry and is considered a Qualified person owing to his status as a Fellow of the Australian Institute of Mining and Metallurgy.
First Class Metals PLC – Background
First Class Metals listed on the LSE in July 2022 and is focused on metals exploration in Ontario, Canada which has a robust and thriving junior mineral exploration sector. In particular, the Hemlo ‘camp’ near Marathon, Ontario is a proven world class address for gold exploration, featuring the Hemlo gold deposit operated by Barrick Gold (>23M oz gold produced), with the past producing Geco and Winston Lake base metal deposits also situated in the region.
FCM currently holds 100% ownership of seven claim blocks covering over 180km² along a 150km strike of the Hemlo-Schreiber-Dayohessarah greenstone belt, exploring for gold, base metals, and rare earth element mineralization. In addition, FCM is carrying out a joint venture with Palladium One on the West Pickle Lake Property in the region, a drill-proven ultra-high-grade Ni-Cu project.
The flagship property North Hemlo had a high-definition low level magnetic Heli-borne survey flown in April 2022, this was followed with ground prospecting which ultimately defined the ‘Dead Otter Trend’ which is a discontinuous 4.5km gold anomalous trend with a 19.6g/t Au peak grab sample. This sampling being the highest known assay ever recorded on the North Limb of Hemlo.
In October 2022 FCM completed the option to purchase the historical high-grade past-producing Sunbeam gold mine near Atikokan, Ontario, ~15 km southeast of Agnico Eagle’s Hammond Reef gold deposit (3.3 Moz of open pit probable gold reserves).
FCM acquired the Zigzag Project near Armstrong, Ontario in March 2023. The property features Li-Ta-bearing pegmatites in the same belt as Green Technology Metals’ Seymour Lake Project, which contains a Mineral Resource estimate of 9.9 Mt @ 1.04% Li2O. Zigzag was drilled prior to Christmas 2023 and results have now been released.
The significant potential of the properties for precious, base and battery metals relates to ‘nearology’, since all properties lie in the same districts as known deposits (Hemlo, Hammond Reef, Seymour Lake), and either contain known showings, geochemical or geophysical anomalies, or favourable structures along strike from known showings (e.g. the Esa project, with an inferred Hemlo-style shear along strike from known gold occurrences).
First Class Metals #FCM – Proposed Strategic Investment by Seventy Ninth Group via Conditional Subscription
First Class Metals PLC (“First Class Metals” “FCM” or the “Company”) the Canada focused precious and base metal explorer, with extensive land holdings in northern Ontario, announces that it has entered into a conditional subscription agreement (the “Subscription Agreement”) with The 79th GRP Limited (“Seventy Ninth Group” or the “Investor”) regarding a proposed investment (“Proposed Investment”).
Highlights:
- Proposed Investment in two stages by Seventy Ninth Group of approximately £2.18 million subject, inter alia, to FCM shareholder approval
- On completion of both stages of the Subscription Agreement, Seventy Ninth Group will own approximately 51.2% of the enlarged share capital of FCM
- Strategic investment to accelerate the development of project portfoli
- Potential for business synergies to create new project acquisition opportunities
- Deal will represent Seventy Ninth Group’s first external equity investment in the exploration sector
James Knowles, Executive Chairman, commented:
“We are delighted to announce the proposed significant investment in First Class Metals by Seventy Ninth Group, a diversified asset manager with a track record of deal selection and value creation. The deal will provide FCM with an enhanced capability to unlock the potential of our northern Ontario assets. This investment demonstrates the strength of our proposition, particularly against the challenging backdrop of UK capital markets. Securing funding of this nature is essential to advancing our exploration efforts and building shareholder value. With the backing of Seventy Ninth Group, a supportive partner with global reach, we are well-positioned to drive forward our projects efficiently and responsibly.”
David Webster, Chairman of The Seventy Ninth Group, commented:
“I am delighted that Seventy Ninth Group is making this investment in First Class Metals. As an international conglomerate, we will utilise our global presence to add value across the portfolio and apply the full support of the group’s expertise in developing and financing assets. As we already hold exploration projects in the Republic of Guinea and Ontario, Canada, this investment strengthens our position in the global mining industry whilst giving us increased exposure to a top-tier mining jurisdiction.”
The Seventy Ninth Group Investment Terms
The proposed investment (“Subscription”) is to be completed via a direct subscription into the Company in two stages for a total 128,500,000 ordinary shares of £0.001 (“Shares”) at 1.7p per Share (“Subscription Shares”).
The first stage of the Subscription consists of 78,552,084 Shares (“Stage 1 Shares”) and uses the Company’s current shareholder authority to issue shares on a non-pre-emptive basis, subject to the publication of an FCA approved prospectus and shareholder approval of a Rule 9 Waiver at a General Meeting of the Company (“GM”).
The second stage of the Subscription consisting of 49,947,916 Shares (“Stage 2 Shares”) will be issued subject to additional shareholder authority at a second GM to allot additional shares and disapply pre-emption rights along with shareholder approval for a second Rule 9 Waiver.
Seventy Ninth Group does not currently hold any Shares in the Company however it has lent £500,000 to the Company in two tranches as announced on 13 June 2024 and 8 October 2024 and under the terms of the Subscription Agreement such loans together with accrued interest will be capitalised by the issue of new Shares as part of the Subscription. Following the issue of the Stage 1 Shares, Seventy Ninth Group will hold 78,552,084 Shares in the Company equating to approximately 41.0% of the enlarged share capital of the Company. After the issue of the Stage 2 Shares, Seventy Ninth Group will hold 128,500,000 Shares equating to 51.2% of the enlarged share capital of the Company. The percentage of the enlarged share capital after completion of Stage 1 of the Subscription takes into account the issue, simultaneously with such completion, of (a) 5,995,332 Shares to Mr Ayub Bodi in repayment to him of Shares lent to the Company on 24 November 2023 (b) 5,882,353 Shares to OnGold Investment Corp. under the Ongold Agreement dated 26 June 2024 and (c) 492,352 Shares to Broken Rock Resources Limited under the Quinlan Agreement dated 21 March 2024. The percentage of the enlarged share capital after completion of Stage 2 of the Subscription takes into account the issue, simultaneously with such completion, of 9,500,001 Shares to Mr James Knowles in repayment to him of Shares lent to the Company on 2 August 2024.
Immediately following the issue of the Stage 2 Shares, the Investor will also be issued 64,250,000 warrants in the Company exercisable at 5p within three years of issue and 64,250,000 warrants exercisable at 10p within five years of issue.
Investment Conditions
Completion of the issue of the Stage 1 Shares is subject to (i) publication of an FCA approved prospectus, (ii) shareholder approval by independent shareholders of a waiver in accordance with Rule 9 of the Takeover Code and (iii) admission of the Stage 1 Shares to the Official List and to trading on the Main Market of the London Stock Exchange plc (“First Admission”).
Completion of the issue of the Stage 2 Shares is subject to (i) First Admission having occurred; (ii) the Company having the necessary shareholder authorities to issue the Stage 2 Shares, including disapplication of pre-emption rights, (iii) approval by independent shareholders of a waiver in accordance with Rule 9 of the Takeover Code; and (iv) admission of the Stage 2 Shares to the Official List and to trading on the main market of the London Stock Exchange plc.
At First Admission the following board changes will be implemented:
i) David Webster will be appointed as a director of the Company and will become non-executive chairman
ii) James Knowles will step down as Executive Chairman and will become an executive director
iii) Marc Sale will cease to be a director of the Company and will retain the role of CEO
Further announcements will be made in due course on the Investment.
For Further Information:
Engage with us by asking questions, watching video summaries, and seeing what other shareholders have to say. Navigate to our Interactive Investor hub here: Home | First Class Metals (firstclassmetalsplc.com)
For further information, please contact:
James Knowles, Executive Chair
Email: JamesK@Firstclassmetalsplc.com
Tel: 07488 362641
Marc J Sale, CEO
Email: MarcS@Firstclassmetalsplc.com
Tel: 07711 093532
Novum Securities Limited (Financial Adviser)
David Coffman / George Duxberry
Website: www.novumsecurities.com
Tel: (0)20 7399 9400
Axis Capital Markets (Broker)
Lewis Jones / Ben Tadd
Website: Axcap247.com
Tel: (0)203 026 0449
NOTES TO EDITORS
First Class Metals PLC – Background
First Class Metals listed on the LSE in July 2022 and is focused on metals exploration in Ontario, Canada which has a robust and thriving junior mineral exploration sector. In particular, the Hemlo ‘camp’ near Marathon, Ontario is a proven world class address for gold exploration, featuring the Hemlo gold deposit operated by Barrick Gold (>23M oz gold produced), with the past producing Geco and Winston Lake base metal deposits also situated in the region.
FCM currently holds 100% ownership of seven claim blocks covering over 180km² along a 150km strike of the Hemlo-Schreiber-Dayohessarah greenstone belt, exploring for gold, base metals, and rare earth element mineralization. In addition, FCM is carrying out a joint venture with Palladium One on the West Pickle Lake Property in the region, a drill-proven ultra-high-grade Ni-Cu project.
The flagship property North Hemlo had a high-definition low level magnetic Heli-borne survey flown in April 2022, this was followed with ground prospecting which ultimately defined the ‘Dead Otter Trend’ which is a discontinuous 4.5km gold anomalous trend with a 19.6g/t Au peak grab sample. This sampling being the highest known assay ever recorded on the North Limb of Hemlo.
In October 2022 FCM completed the option to purchase the historical high-grade past-producing Sunbeam gold mine near Atikokan, Ontario, ~15 km southeast of Agnico Eagle’s Hammond Reef gold deposit (3.3 Moz of open pit probable gold reserves).
FCM acquired the Zigzag Project near Armstrong, Ontario in March 2023. The property features Li-Ta-bearing pegmatites in the same belt as Green Technology Metals’ Seymour Lake Project, which contains a Mineral Resource estimate of 9.9 Mt @ 1.04% Li2O. Zigzag was drilled prior to Christmas 2023 and results have now been released.
The significant potential of the properties for precious, base and battery metals relates to ‘nearology’, since all properties lie in the same districts as known deposits (Hemlo, Hammond Reef, Seymour Lake), and either contain known showings, geochemical or geophysical anomalies, or favourable structures along strike from known showings (e.g. the Esa project, with an inferred Hemlo-style shear along strike from known gold occurrences).
First Class Metals #FCM – New interactive investor website
First Class Metals PLC (“First Class Metals” “FCM” or the “Company”) the UK listed company focused on the discovery of economic metal deposits across its strategic exploration footprint in Ontario, Canada is pleased to announce the launch of our interactive investor website. For both existing and prospective shareholders, the new investor website brings all First Class Metals content into a single integrated platform to better inform and engage with investors and stakeholders, including:
· Regulatory announcements
· Reports
· Presentations
· Educational material
· Interviews
· Corporate research
The investor website also provides an interactive online experience allowing the First Class Metals stakeholders to comment on and ask the First Class Metals team questions via a portal which will be monitored and responded to in a timely manner.
How to sign up for the First Class Metals investor website:
1. Visit firstclassmetalsplc.com
2. Follow the prompts to sign up for an investor account
3. Complete your account profile
James Knowles, Executive Chairman First Class Metals Commented:
“At First Class Metals, keeping our shareholders informed and engaged is central to our mission. The launch of our investor website marks a significant step in enhancing this communication, providing a platform where current and prospective investors can connect with us and gain a deeper understanding of our objectives.
The website will be packed with valuable video content, detailed information, and insights into our ongoing projects and future ambitions. We invite our stakeholders to explore the website and share their feedback as we continue to refine our communication efforts.”
Ends
Engage with us by asking questions, watching video summaries and seeing what other shareholders have to say. Navigate to our Interactive Investor website here: https://fcm-l.investorhub.com/link/qy1oAr
For further information, please contact:
|
First Class Metals investor website Sign up to the website to receive news and engage with the management team |
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James Knowles, Executive Chairman
Marc J Sale, CEO
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JamesK@Firstclassmetalsplc.com 07488 362641 MarcS@Firstclassmetalsplc.com 07711 093532 |
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Novum Securities Limited (Financial Adviser) David Coffman/ George Duxberry |
(0)20 7399 9400 |
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Axis Capital Markets (Broker) Lewis Jones/ Ben Tadd
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Axcap247.com (0) 203 026 0449 |
Subscribe to our news alert service: firstclassmetalsplc.com/auth/signup
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 9th 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:
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Director |
Number of new Shares |
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Marc Sale |
321,429 |
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James Knowles |
107,142 |
Ends
For further information, please contact:
|
James Knowles, Executive Chairman |
07488 362641 |
|
|
Marc J Sale, CEO |
07711 093532 |
Novum Securities Limited (Financial Adviser)
|
David Coffman/ George Duxberry |
www.novumsecurities.com |
(0)20 7399 9400 |
First Class Metals #FCM – Repayment Of Directors Share Loan. Issue of Shares to Directors
First Class Metals PLC (“First Class Metals” “FCM” or the “Company”), 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 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 9,695,332, as announced on 24November 2023 and 22 February 2024, and consequently 9,695,332 new ordinary shares (“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 of the 9,695,332 Shares, which is expected to be on or around 15 July 2024. These shares rank pari passu with the existing ordinary shares of the Company.
Following Admission, the Company has 91,741,361 Ordinary Shares of £0.001 par value 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 91,741,361 This 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.
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James Knowles |
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Executive Chairman |
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Initial notification |
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First Class Metals PLC |
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LEI: |
894500V981ZTFLGVOZ38 |
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Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
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Description of the financial instrument, type of instrument: |
Ordinary shares of £0.001 value each
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Issue of Ordinary Shares in Lieu of share loan repayment |
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Purchase of shares
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Single transaction as in 4 c) above |
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08 July 2024 |
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Main Market London Stock Exchange |
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Ends
For further information, please contact:
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James Knowles, Executive Chairman |
07488 362641 |
|
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Marc J Sale, CEO |
07711 093532 |
Novum Securities Limited
(Financial Adviser)
|
David Coffman/ George Duxberry |
www.novumsecurities.com |
(0)20 7399 9400 |
#FCM First Class Metals – ASSET SALES & FUNDING
First Class Metals PLC (“First Class Metals” “FCM” or the “Company”) the UK listed metals exploration company seeking economic metal discoveries across its extensive Canadian, focused in northern Ontario land holdings, is pleased to announce that it has completed the formal sale process of the McKellar & Enable properties to the Seventy Ninth Group Limited (“79th Group”) for a combined figure of £270,000. Coinciding with the sale process, FCM has entered into a twelve month loan of £230,000 with the 79th Group.
Highlights
· McKellar & Enable properties sold for a combined total of £270,000 cash payment.
· Seventy Ninth Resources continue to progress further due diligence over other of FCM assets as previously announced in the news release dated 9 April 2024.
· £230,000 drawdown facility entered into with the Seventy Ninth Group Limited over a 12-month period.
· Funds will be used for general working capital and to advance exploration activities on the remaining FCM properties.
Terms Of Funding
· £230,000 loan facility has been drawn in one single tranche.
· Loan is for a 12-month period on an interest only basis with repayment on 25 May 2025.
· The loan attracts a coupon of 15% and is secured by a Debenture over the assets of First Class Metals PLC.
· No conversion rights into equity.
James Knowles Executive Chairman Commented:
“We are pleased to announce the successful sale of McKellar & Enable properties for a total of £270,000. The sale along with further debt funding from the Seventy Ninth Group whilst they continue to conduct due diligence over other FCM properties is also most welcome. As previously mentioned in the 9 April 2024 news release, our aim is to foster a collaborative working relationship with the 79th Group, benefiting both parties.
The transaction is validation of our early stage ‘incubator’ strategy advancing assets up the value curve resulting in cash without dilution coming onto the balance sheet.
With gold prices consolidating near all-time high levels, the portfolio of assets held by First Class Metals is highly attractive for further development. The favourable market conditions for precious metals, combined with the region’s rich mining history and abundant mineral resources, represent significant upside potential for our assets. Our commitment to advancing these projects, unlocking their value, and ensuring the long-term success of First Class Metals remains resolute.’
Natalie Bellis CEO, Seventy Ninth Resources commented:
“The concession acquisitions of McKellar and Enable are significant milestones and an exciting step towards building a pipeline of quality, data-verified exploration projects in Canada, particularly as we prepare to list on the TSXV.
“Another exciting aspect is that one of the concessions includes base metals such as zinc and copper, which comes at a time when we are starting to explore opportunities around other metals alongside gold, including manganese and lithium.
“This latest acquisition aligns with our long-term strategy to expand our mining exploration footprint across a number of territories across the globe. We look forward to building on our successful partnership with First Class Metals PLC. “
Seventy Ninth Resources Limited
Seventy Ninth Resources, a division of the Seventy Ninth Group, is an award-winning asset management company founded by entrepreneur Dave Webster and his two sons, Jake and Curtis Webster. Seventy Ninth Resources holds a unique and advantageous position in the natural resource sector, specialising in the acquisition, management, and development of desirable assets.
Seventy Ninth Resources has been unlocking the potential of the natural resources sector within the Republic of Guinea since 2011. With 15 employees in the operational in-country team, the company’s extensive presence in the Republic of Guinea has allowed them to cultivate trusted relationships with local communities. Through these relationships, they gain unique access to acquire land in areas with significant potential for gold and diamond mining. The company’s hands-on approach has enabled Seventy Ninth Resources to pair local knowledge with industry expertise.
The developed board and in-country team for Seventy Ninth Resources includes world-class experienced geologists, field consultants, and ESG specialists, working alongside our industry leading partners, SRK Exploration Services and The MSA Group, in executing specific and focused exploration on assets.
Ends
For further information, please contact:
|
James Knowles, Executive Chairman |
07488 362641 |
|
|
Marc J Sale, CEO |
07711 093532 |
Novum Securities Limited (Financial Adviser)
|
David Coffman/ George Duxberry |
www.novumsecurities.com |
(0)20 7399 9400 |
#FCM First Class Metals PLC – Grant Receipt, Tax Refund & Kerrs Gold Exclusivity
First Class Metals PLC (“First Class Metals” “FCM” or the “Company”) the UK listed metals exploration company seeking economic metal discoveries across its extensive Canadian, focused in north west Ontario land holdings, is delighted to announce the following update in regard to the Ontario Junior Exploration Program (OJEP) Grant, Canadian Goods and Services Tax/Harmonized Sales Tax credit and an Exclusivity over the Kerrs Gold Property.
Highlights
- First Class Metals (FCM) has signed an exclusivity agreement with a Canadian vendor for the Kerr’s Gold Project in Northeastern Ontario. This project holds a historic resource estimate of 386,467 Oz (ounces) of Au (gold) as per the NI-43-101 standard
- CAD$200,000 OJEP Grant received from the Canadian Ministry of Mines for the Zigzag lithium & critical metals property.
- Goods and Services Tax (GST) /Harmonized Sales Tax (HST) credit for the year ending 2023. The amount received totalled CAD$212,780.03.
James Knowles Executive Chairman Commented:
“We are pleased to have swiftly completed the necessary paperwork that enabled the release of the grant funding for our Zigzag project from the OJEP team. Our dedicated geology team (Emerald Geological Services) in Canada demonstrated professionalism and worked diligently to ensure the documentation was completed promptly, aligning with the timelines for payment release by the Canadian Fiscal Year end on March 31, 2023.
Additionally, we are pleased to receive a GST/HST refund of $212,780.03 for the full year 2023. This refund further strengthens our financial position and provides us with confidence to pursue opportunities like the Kerrs Gold Property and the other recent additions to the portfolio. These payments also give us the confidence to start the planned 2024 field work program.
During times of uncertainty and market downturns, such as those we are currently witnessing with junior metal explorer stocks, there is indeed a unique opportunity for strategic investment. First Class Metals recognizes this opportunity and believes in the proactive approach of expanding its portfolio with quality assets available at distressed prices.
Entering into an exclusivity agreement for the Kerrs Gold Property fits this remit. Located in a highly productive gold mining district with numerous active mines, the property’s low-cost entry and substantial NI-43-101 historic reportable resource of 386,467 ounces of gold make it an incredibly exciting prospect, especially with the price of gold continuously reaching new all-time highs.
By capitalising on the market turbulence and acquiring undervalued assets, First Class Metals can fortify its portfolio and position itself for future growth. This approach allows the Company to benefit from potential appreciation in asset value as market conditions stabilise and improve.
Furthermore, First Class Metals understands the importance of divestment in a well-managed portfolio. When the time is right by selectively divesting certain assets, the Company can generate capital and maximise returns on investment. This disciplined approach to divestment ensures that First Class Metals remains agile and focused on maintaining a strong and balanced portfolio.”
OJEP Grant
FCM announced on the 120 March RNS we had been awarded a $200,000 grant from the OJEP Fund for work completed on the Zigzag property, we are pleased to confirm these funds have now been received. 1polaris.brighterir.com/public/first_class_metals/news/rns/story/ry7ooyr
GST/HST Refund 2023
We have received a GST/HST tax refund for the year ended 2023 for CAD$212,780.03. Goods and Services Tax (GST)/Harmonized Sales Tax (HST) is the Canadian direct equivalent of Value Added Tax (VAT) in the United Kingdom. This refund relates to the entire year of 2023.
Kerrs Gold Exclusivity
FCM has signed a thirty day exclusivity agreement and is currently in the process of finalising commercial terms with a Canadian vendor in respect of an ‘earn in’ to acquire 100% of the Kerrs Gold Property located in the Larder Lake Mining Division of Northeastern Ontario. The property holds a resource estimate of 386,467 Oz Au resource as per an historical NI-43-101 standard.
Ends
For further information, please contact:
| James Knowles, Executive Chairman | JamesK@Firstclassmetalsplc.com | 07488 362641 |
| Marc J Sale, CEO | MarcS@Firstclassmetalsplc.com | 07711 093532 |
Novum Securities Limited
(Financial Adviser)
| David Coffman/ George Duxberry | www.novumsecurities.com | (0)20 7399 9400 |
First Class Metals #FCM – Placing of 10,050,000 ordinary shares of £0.001 each in the capital of the Company to raise £603,000
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 11,990,665 ordinary shares of £0.001 par value (the “Placing Shares”) at a price of 6 pence per Placing Share (the “Placing Price”), raising gross proceeds of £603,000 and satisfying fees of £48,000
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 £500,000 drawn.
Background
With the recent granting of the Enable and McKellar Exploration Permits, the Company controls six permitted properties in Ontario, Canada, encompassing nearly 200km² 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 |
07488 362641 |
|
|
Marc J Sale, CEO |
07711 093532 |
|
|
Ayub Bodi, Executive Director |
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 |