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#FCM First Class Metals PLC – 2023 Year-end Shareholder Letter
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 Schreiber-Hemlo, Sunbeam and Zigzag land holdings is pleased to announce that a Shareholder Letter has been uploaded to the Company’s website at www.firstclassmetalsplc.com. The letter, a review of the major developments for the Company during 2023 and the outlook for 2024.
Dear Shareholders,
On this the last working day of the year I would like to take the opportunity to reflect on what an excellent year it has been in First Class Metal’s development: we rapidly advanced and completed on our commitment to bring four properties to a ‘Drill Ready Status’ and undertake a drill programme on one property in 2023. A number of key milestones were met during 2023, which are summarised below. I have our highly experienced and dedicated team in Canada and the UK to thank for this significant progress and I am delighted to see their efforts come to fruition, in a positive way, with the results achieved. With further results from a number of programmes still awaited , we are determined to take this momentum through into next year.
2023 Key Milestones
First Nations Agreements and Permitting
At FCM we are committed to working in harmony with the First Nations who have claims to traditional lands in which out properties sit. This open and co-operative attitude has manifested itself in the granting of five Exploration Permits in what has been a relatively short time. Furthermore, Exploration Agreements or MoU’s are in place with four First Nations groups which effectively cover the six Exploration Permits which FCM holds.
Obtaining new Exploration Permits across five properties and securing exploration agreements with support from First Nation partners is a major milestone for our company in 2023.
The successful acquisition of these permits and agreements demonstrates our commitment to responsible exploration practices and building strong relationships with local communities. With these achievements, our portfolio now contains six properties with valid exploration permits, positioning us for further growth and success. We remain dedicated to advancing our exploration activities in a sustainable and mutually beneficial manner.
Exploration Zigzag, Esa, North Hemlo, Sunbeam
In order to efficiently use investor funds for what is the most expensive outlay in exploration : drilling, we have focussed on understanding the geology (geochemistry and structure) of the four primary properties with I believe admirable success. To this end further drilling on the other three properties is more likely to achieve success.
Figure 1- Spodumene rich core from the recent drilling campaign on the Zigzag lithium property.
Figure 2-Summer 2023, First Class Metals CEO Marc Sale at the ‘Dead Otter Trend’ on the North Hemlo Property
James Knowles- Executive Chairmans End of Year Quote
“2023 was a pivotal and transformative year for FCM. We set ambitious operational goals, including advancing four properties to drill ready status and successfully drilling on one. I would like to express my gratitude to Marc and his exceptional ‘in-country team’ for their dedication and achievements in completing this task. On the corporate side despite challenging market conditions, we secured funding twice, a testament to the quality of our properties. I am excited to see this progress continue into 2024 as we have much to look forward to.”
Outlook for 2024
The outlook for First Class in 2024 is expected to mirror the high activity level experienced in 2023. With six permitted properties, including Zigzag, North Hemlo, Esa, and Sunbeam, four of which are now ‘Drill Ready’ or have undergone an initial drill program in the case of Zigzag, we are well-positioned for the year ahead.
Our focus for 2024 will entail a two-pronged approach. Firstly, we aim to enhance our geological understanding and the mineralisation of these properties to further increase their value. Simultaneously, we will explore opportunities to secure third-party investment through ‘earn-ins,’ joint ventures, or potentially even corporate transactions.
As we approach the end of 2023, we are pleased to share that we have received expressions of interest from various sources across our portfolio. These range from junior exploration companies with comparable standing to significant players in the industry. This interest validates the potential and attractiveness of our properties and bodes well for the opportunities that may arise in the coming year.
In addition to the ‘core four’ portfolio, we are strategically preparing a pipeline of projects from within our existing portfolio of assets, to further advance our exploration efforts. Two promising properties within this pipeline are the McKellar polymetallic property near Marathon and the Enable Gold project near Schreiber. Both of these properties have obtained the necessary permits, enabling us to move forward with focused exploration plans. With the planned programmes in 2024, we aim to progress these projects to a ‘Drill Ready’ status. This will keep the momentum building and ensure properties of merit can move up the priority list when required, whilst always remaining cognisant of divestment opportunities.
We are actively seeking potential new mineral properties in Ontario, whether through staking or acquisition, alongside our existing portfolio. Our focus is on identifying properties that have the potential to move ‘up the value curve’ and contribute to our growth strategy. Through thorough research, engagement with industry networks, and strategic partnerships, we aim to acquire promising mineral properties. By continuously evaluating and augmenting our portfolio, we can ensure the ongoing success of our ‘project incubator’ model.
This year has seen First Class take several early ‘green field’ properties up through the value curve and we strongly believe that 2024 will continue on this trend as we enter into a transformative period for the Company. I would like to take this opportunity to thank all our shareholders, stakeholders, contractors, and Emerald Geological Services with a personal thanks to their Principle, Bruce A McLaughlin for the continued support of First Class Metals during this exciting period for us and wish you all a happy New Year.
#TEK Tek Capital PLC investee co #BELL Belluscura PLC – Placing of Unsecured Convertible Loan Notes
Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, today announces that it has raised approximately $5.0 million (£4.1 million) through the conditional issue of a 10% Unsecured Convertible Loan Notes 2026 (the “Placing Loan Notes”) (the “Placing”).
Dowgate Capital Limited (“Dowgate”) is acting as sole placing agent, bookrunner and broker in connection with the Placing a nd SPARK Advisory Partners Limited (“SPARK”) is acting as the Company’s nominated adviser.
Background to the Placing
The Company announced on 13 January 2023 that it has made considerable progress in the past year. In March 2022, the Company signed a manufacturing Master Supply Agreement (“MSA”) with InnoMax Medical Technology, Ltd (“InnoMax”) to manufacture the X-PLOR portable POC in China and took the decision to transfer its US manufacturing in-house, to increase production output at high quality standards, and achieve a significant reduction in production costs. This was successfully completed at the end of July 2022, simultaneously achieving ISO:13485 accreditation, which allows the Company to apply for international registrations.
The Company launched the next generation X-PLOR in September 2022, which has been well received by the market based upon its performance and reliability and is now distributing throughout the US through multiple sales channels. In addition, the collaboration agreement with the VGM Group has resulted in 17 new distribution agreements in the last three months, and in December 2022 the Company signed its first international distribution agreement with MedHealth Supplies of South Africa, with the first shipment selling out within 48 hours.
By 31 December 2022 the Company had shipped or received orders for 2,850 X-PLOR units with 1,226 units being shipped in 2022 (2021: 377). The Company stated that at the year-end it had retained cash balances of $1.8 million, which together with inventory and inventory deposits, amounted to $11.9 million.
The Company is pleased with the sales momentum of X-PLOR, aided by the InnoMax agreement in China, and the successful change of strategy to in-house manufacture which has resulted in improved quality controls. The expanded global operation and in-house manufacturing capability has led to a growth in inventory levels and therefore requires additional cash resources to finance raw materials. These inventory levels will see a significant downward trend over the next 12 months as the InnoMax operation comes fully on stream.
Further, in order for the Company to deliver on a successful launch of the DISCOV-R product, which is expected to be launched for pre-market evaluation in Q1 2023, with full commercialisation anticipated in Q2, the Board is seeking to raise a minimum of $5.0 million through the Placing Loan Notes. The Company has also issued a Broker Option to enable Dowgate to arrange the placing of further loan notes to raise up to an additional approximately $5.0m (the “Broker Option Loan Notes”), together with the Placing Loan Notes (the “Loan Notes”).
Placing of Loan Notes
Dowgate has conditionally placed $5.0 million (£4.1 million) of the Placing Loan Notes with a select group of investors, including certain existing Belluscura shareholders (“Shareholders”).
Pursuant to a placing agreement between the Company, SPARK and Dowgate dated 27 January 2023 (the “Placing Agreement”), Dowgate has conditionally agreed to use its reasonable endeavours to place $5.0 million (£4.1 million) of the Placing Loan Notes. The Placing is conditional, inter alia, upon passing certain resolutions (the “Resolutions”) that will be proposed at a shareholders’ meeting to be held on or around 16 February 2023 (the “General Meeting”).
The Placing is not being underwritten (in whole or in part) by Dowgate, SPARK or any other person.
Broker Option
Given that the Placing has not been offered on a pre-emptive basis and in order to accommodate potential additional demand for Loan Notes, the Company has granted the Broker Option to Dowgate to enable Dowgate to fulfil any additional requests to participate in the Placing, for up to a further approximately $5.0 million (£4.0 million). The Broker Option is exercisable by Dowgate at its absolute discretion, at any point up to 5.00pm on 9 February 2023 and there is no obligation on Dowgate to exercise the Broker Option or to seek to procure subscribers for any Broker Option Loan Notes pursuant to the Broker Option. Any Broker Option Loan Notes issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Loan Notes.
The Placing and Broker Option (together the “Convertible Loan Note Financing”) when combined will, if the Broker Option is exercised in full, and assuming all interest on the Loan Notes is capitalised, result in the issue upon conversion of the Loan Notes up to 21,590,029 Belluscura new ordinary shares, representing approximately 14.9% of the enlarged issued share capital of the Company.
Terms of the Loan Notes
The key terms of the Loan Notes are:
Instrument 10% Convertible Unsecured Loan Notes 2026 constituted pursuant to a loan note instrument dated 27 January 2023 (the “Instrument”). The Loan notes will be transferable in accordance with the terms of the Instrument but will not be listed on a public market
Issue Price Loan Notes of £1.00 issued at par
Conversion Convertible into ordinary shares at a conversion price of 50 pence per share. Conversion at the holder’s election on the final business day of each quarter, commencing on 30 June 2023 and otherwise automatically at 3 years from the date of the Instrument (the “Maturity Date”)
Repayment On the Maturity Date, unless otherwise converted
Term Three years from date of issue. Loan Notes are not redeemable in cash, other than in exceptional circumstances, but are converted into ordinary shares in the capital of the Company on their Maturity Date in accordance with the terms of the Instrument.
Coupon 10% per annum, paid annually. The coupon to be paid in cash or capitalised at the Company’s discretion
Minimum size £1,000
Directors’ and connected party participation in the Placing
David Poutney and Adam Reynolds are Directors of the Company. Nigel Wray is a Substantial Shareholder (as defined by the AIM Rules). Each of David Poutney, Adam Reynolds and Nigel Wray have agreed that they will participate in the Placing as set out below.
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Name |
Holding of Existing Ordinary Shares |
Current holding as percentage of Existing Ordinary Shares |
Placing Loan Notes Subscribed |
Number of Shares issued on Conversion of Loan Notes (in event of conversion)** |
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David Poutney* |
12,455,731 |
10.1% |
£500,000 |
1,000,000 |
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Adam Reynolds |
1,728,176 |
1.4% |
£25,000 |
50,000 |
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Nigel Wray |
13,564,413 |
11.0% |
£500,000 |
1,000,000 |
* includes 2,658,314 Ordinary Shares held by Vivienne Poutney, Mr Poutney’s spouse.
** excluding any accrued interest on the Loan Notes that may be capitalised at the Company’s option
Related Party Transaction – participation in the Placing
As set out above Directors David Poutney and Adam Reynolds, and Substantial Shareholder Nigel Wray have agreed that they will participate in the Placing of the Loan Notes.
The participation in the Placing by each of David Poutney and Adam Reynolds constitute related party transactions under the AIM Rules for Companies. As such, David Poutney and Adam Reynolds are not considered independent for the purposes of AIM Rule 13 in relation to these related party transactions.
Robert Rauker, Anthony Dyer, Dr. Patrick Strollo and Richard Piper who are Directors of the Company, are considered independent in relation to the consideration of these related party transactions under AIM Rule 13.
Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of each of David Poutney’s and Adam Reynolds’ participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.
All the Directors are considered independent in relation to the consideration of the participation in the Placing by Nigel Wray.
Having consulted with SPARK, the Company’s nominated adviser, the Directors consider that the terms of Nigel Wray’s participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.
Related Party Transaction – Dowgate’s participation in the Placing Agreement
As set out above, certain Directors and a Substantial Shareholder have agreed to participate in the Placing. The proposed participation by these parties constitute related party transactions under Rule 13 of the AIM Rules.
David Poutney, a Non-Executive Director of the Company, is Chairman of, and a major shareholder in, Dowgate Group Limited (“Dowgate Group”) and Chief Executive of Dowgate, a wholly owned subsidiary of Dowgate Group. As set out above, Dowgate is party to the Placing Agreement, under which Dowgate will receive:
– a fee of £40,000;
– commission amounting to 5% of funds raised in the Placing*; and
– commission amounting to 5% of funds raised under the Broker Option*,
* excepting any subscriptions made by Directors
Entering into the Placing Agreement constitutes a related party transaction under the AIM Rules for Companies.
As David Poutney is not considered independent for the purposes of AIM Rule 13, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo, Adam Reynolds and Richard Piper (the “Independent Directors”) have considered the terms of this related party transaction for the purposes of AIM Rule 13.
Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of the Placing Agreement are fair and reasonable insofar as shareholders are concerned.
Shareholders’ Meeting
The issue of the Loan Notes is conditional on the passing of certain resolutions (the “Resolutions”) that will be proposed at the General Meeting. The Resolutions will, inter alia, increase the current authority to disapplying the relevant statutory pre-emption rights in relation to the issue of new ordinary shares in the Company, sufficient to enable the conversion of the Loan Notes in full. The Resolutions will also seek an amendment to the Company’s Articles of Association to amend the restriction on the Company’s borrowing powers and align it with that of guidelines issued by The Investment Management Association. The amendments to the Articles of Association will allow the Company to incur borrowings up to an amount equal to two times its adjusted capital and reserves from time to time and, as a result, the Company will be permitted to issue the Loan Notes.
It is expected that, subject, inter alia, to approval by Shareholders of the Resolutions at the General Meeting the Loan Notes will be issued to placees on or around 17 February 2023.
A Circular and notice of the General Meeting are expected to be sent to Shareholders on or around 31 January 2023. Notice of the General Meeting will made available on the Company’s website: www.belluscura.com.
For the purposes of this announcement, a currency exchange rate of $1:£1.2375 has been used.
For further information please contact:
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Belluscura plc |
Tel: +44 (0)20 3128 8100 |
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Adam Reynolds, Chairman Robert Rauker, Chief Executive Officer Anthony Dyer, Chief Financial Officer |
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SPARK Advisory Partners Limited Nominated Adviser |
Tel: +44 (0)20 3368 3550 |
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Neil Baldwin |
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Dowgate Capital Limited Broker and Bookrunner |
Tel: +44 (0)20 3903 7715 |
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James Serjeant / Russell Cook |
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MHP Financial PR & Investor Relations |
Tel: +44 (0)20 3128 8100 |
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Katie Hunt/Peter Lambie/ Matthew Taylor |
email: Belluscura@mhpgroup.com |
#TEK TekCapital Plc investee co. #BELL Belluscura Plc – Year-end Trading Update
LONDON, U.K. AND PLANO, TX, U.S. (13 January 2023) Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen concentrator (“POC”) technology, provides a trading update for the year ended 31 December 2022.
The Group is pleased to announce that it has made considerable progress this year. Since the launch of the 1st generation X-PLOR in September 2021, the Group is now distributing throughout the US through multiple sales channels: Distributors and Durable Medical Equipment Providers both Online and Bricks and Mortar, Medical Supply Warehouses, Medical Device Intermediaries, Hospitals and Direct to Consumer.
In addition, the collaboration agreement with the VGM Group has already resulted in 17 new distribution agreements in the last 3 months, including the agreement with a leading durable medical equipment provider and distributor in the US, announced in September 2022, which serves nearly 2 million patients both online and through over 1,000 locations.
In December 2022 we also signed our first international distribution agreement, with MedHealth Supplies of South Africa, which sells to one of the world’s leading respiratory device suppliers. We have already received orders for over 1,000 units, with their first shipment sold out within 48 hours.
In December we produced a record 536 units in our in-house facility and with Innomax coming on-line in Q1 this will more than double production of X-PLOR. Of important note, even with the rapid increase in volume, the production quality of our in-house facility has been outstanding, with no units returned due to defects.
By 31 December 2022 the Company had shipped or received orders for 2,850 X-PLOR units with 1,226 units being shipped in 2022 (2021: 377). As at the year end, the Adjusted EBITDA1 loss is anticipated to be in line with market expectations and retained cash balances of $1.8 million, which together with inventory and inventory deposits, amounted to $11.9 million.
The next generation X-PLOR, launched in September 2022, has been well received by the market based upon its performance and reliability. It provides more oxygen by weight than any portable oxygen concentrator in its class and is the first POC with a mobile app that connects to phones, tablets, pulse oximeters and wearables (the NOMAD Biometric App).
The first DISCOV-RTM POCs expect to be launched for pre-market evaluation in Q1 2023, with full commercialisation anticipated in Q2. DISCOV-R is the first ambulatory pulse-dose and two-litre continuous flow POC in the world. Weighing c.40% less than any comparable dual flow oxygen concentrator on the market, the DISCOV-R produces nearly 3 times the oxygen by weight than its competition. Distributors are very excited about DISCOV-R and it is already receiving pre-orders. The DISCOV-R will also include the transformational NOMAD Biometric App.
In March 2022, we signed a manufacturing Master Supply Agreement (“MSA”) with InnoMax Medical Technology, Ltd (“InnoMax”) to manufacture the X-PLOR portable POC in China, more than doubling our manufacturing capacity in 2023 and enabling us to accelerate our international expansion by opening up markets in Asia and beyond. Innomax are anticipated to directly source most of their own components from the second half of 2023, which will also result in a significant margin improvement and reduction in the Company’s inventory levels.
Given the strong demand, the Group took the decision to transfer its US manufacturing in-house, to increase production output at high quality standards, and achieve a significant reduction in production costs. This was successfully completed at the end of July 2022, enabling the achievement of ISO:13485 accreditation. The manufacturing facility is already demonstrating the required product quality to build a significant customer base and repeat orders, underpinning the building of a strong brand reputation for our best-in-class technology.
Following this transition and having achieved ISO13485 accreditation, we are confident in having both the quality of manufacturing facilities and the inventory levels to increase production commensurate with market demand, as we expand our sales channels and are able to apply to distribute products internationally.
Robert Rauker, CEO of Belluscura plc, commented: “During the year we have made considerable progress. We have enhanced our production, quality accreditation and supply chain, positioning us well to deliver on the demand we are seeing for our devices, as we expand our distribution partners and geographical reach. Market reception for the next generation X-PLOR and Nomad App has been extremely positive, with an encouraging level of forward orders. We are very excited about the upcoming launch of the DISCOV-R, which we believe will be a transformational product, and we look to the future with confidence.”
Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation, share-based payment expense, foreign exchange movements and non-recurring items.
For further information please contact:
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Belluscura plc |
www.belluscura.com |
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Robert Rauker, Chief Executive Officer |
via MHP |
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Anthony Dyer, Chief Financial Officer |
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SPARK Advisory Partners Limited (NOMAD) |
Tel: +44 (0)20 3368 3550 |
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Neil Baldwin |
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Dowgate Capital Limited (Broker) |
Tel: +44 (0)20 3903 7715 |
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James Serjeant / Nicholas Chambers |
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MHP (Financial PR and Investor Relations) |
Tel: +44 (0)20 3128 8100 |
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Katie Hunt / Pete Lambie / Matthew Taylor |
Email: belluscura@mhpgroup.com |
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About Belluscura plc (www.belluscura.com)
Belluscura is a UK medical device company focused on developing oxygen enrichment technology spanning broad industries and therapies. Our innovative oxygen technologies are designed with a global purpose: to create improved health and economic outcomes for the patients, healthcare providers and insurance organisations.
UKIM Podcast – CEO Alan Green discusses Sainsburys #SBRY, Barratt Developments #BDEV, Blencowe Resources #BRES and Deltic Energy #DELT
Alan Green joins the Podcast as we run through the numbers of FTSE 100 companies updating investors after the Christmas trading period.
- Sainsbury’s (LON:SBRY)
- Barratt Developments (LON:BDEV)
- Blencowe Resources (LON:BRES)
- Deltic Energy (LON:DELT)
Sainsbury’s has a record Christmas with like-for-like sales excluding fuel rising 5.9%. However, the pressure from discounter such as Lidl and Aldi continue to be a thorn in the side of their market.
Barratt Developments shares suffered dearly in 2022 as markets priced in lower UK housing prices. We run through their update and question whether a 6-9% reduction in average UK house prices is priced into the FTSE 100’s housebuilders.
We conclude with a look at Blencowe Resources and Deltic Energy.
Listen- https://ukinvestormagazine.co.uk/sainsburys-barratt-developments-and-deltic-energy-with-alan-green/