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
18
December 2024
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 portfolio
· 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).
Forward Looking
Statements
Certain statements in this announcement may contain
forward-looking statements which are based on the Company's
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts. Such forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements sometimes use words
such as 'aim', 'anticipate', 'target', 'expect', 'estimate',
'intend', 'plan', 'goal', 'believe', or other words of similar
meaning. These statements are not guarantees of future performance
and are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements.
Given these risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
such statements and, except as required by applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.