FIRST CLASS METALS
PLC
31 January
2025
Posting of Circular
and Notice of General Meeting
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, further to the
announcement made on 18 December 2024, a circular, together with a
notice of General Meeting ("GM") ("Circular"), will be posted to
shareholders today, seeking shareholder approval for the first
stage of the conditional subscription ("Stage 1 Subscription") by
The 79th GRP Limited ("Seventy Ninth Group" or the
"Investor"). The Directors believe
that the proposed investment is in the best interests of
shareholders and is calling the GM to seek shareholder approval to
enable the resolution to be passed.
The GM is due to be
held at The Waterfront Hotel, Marine Lake, Southport Pier,
Southport, PR9 0DZ, at 11 a.m. on 24 February 2025.
The First
Subscription
On 18 December 2024,
the Company announced that it had entered into a conditional
subscription agreement with the Seventy Ninth Group for a total
investment of approximately £2.18 million subject, inter alia, to
FCM shareholder approval ("Subscription"). The transaction is to be
completed via a direct subscription into the Company in two stages
for a total of 128,500,000 ordinary shares of £0.001 ("Shares") at
1.7p per Share ("Subscription Shares").
The Circular relates
only to the Stage 1 Subscription, consisting of 78,552,084 Shares
("Stage 1 Shares") which uses the Company's current shareholder
authority to issue shares on a non-pre-emptive basis. The
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 ("Stage 1 Admission").
Shareholders should be
aware that if the resolution to approve the Rule 9 Waiver in
respect of the Stage 1 Subscription is not approved at the GM, the
transaction (being the Stage 1 and Stage 2 Subscriptions as well as
the issue of the OnGold Shares, the Quinlan Shares and the
Replacement Shares (each as defined in the Circular)) will not
proceed in any respect. Shareholders are urged to vote in favour of
the Resolution, which the Board considers to be in the best
interests of the Shareholders as a whole.
The Circular will also
be available to view on the Company's website at:
https://firstclassmetalsplc.com/prospectus-and-reports.
Unless the context
otherwise requires, words and expressions in this announcement
shall have the same meaning as in the Circular.
This announcement
contains information that, prior to its disclosure, was inside
information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).
The Directors take
responsibility for this announcement.
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 / Daniel Harris
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
For further
information about Seventy Ninth Group, please
contact:
Tim Blythe, Partner,
BlytheRay (Public Relations)
Email:
Tim.Blythe@BlytheRay.com
Tel: (0)20 7138 3205
