Yorkville is an investment manager providing flexible financing solutions to businesses worldwide. Since its inception, Yorkville has structured and executed transactions totaling approximately US$7.5 billion with more than 750 companies in 22 countries.

Details of the funding package

·    £500,000 cash subscription at a price of 8.75 pence per Ordinary Share (the "First Equity Subscription Price")

·    Up to £5.0 million unsecured convertible loan note issuance split into two equal amounts of £2.5 million with the loans being advanced in the following tranches:

o  £1.0 million gross (£900,000 net of deductions) drawn down immediately;

o  £1.5 million to be drawn down following the Company putting in place the necessary share authorities at a general meeting to be convened on 22 May 2026; and

o  £2.5 million to be advanced upon request by the Company upon satisfaction of certain conditions and subject to the prior written consent of YA, in its sole discretion, at any time until 30 days after the first anniversary of the drawdown of the First Loan.

·    The First Loan is convertible into new Ordinary Shares at 11.375 pence per share and the Second Loan is convertible into Ordinary Shares at a price which is equivalent to 130% of the VWAP of the Ordinary Shares on the trading day prior to the advance of the Second Loan

·    Additional £500,000 equity subscription at a price which is equal to the VWAP of the Ordinary Shares on the trading day immediately prior to the completion date of the Second Loan (as defined below)

·    £2.5 million ATM facility to be launched with Clear Capital as the Company's broker

Admission of First Equity Subscription Shares

Application will be made to the London Stock Exchange for admission of the 5,714,286 new Ordinary Shares to be issued in respect of the First Equity Subscription to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in such Ordinary Shares will commence at 8.00 a.m. on 11 May 2026.

General Meeting

The Company is seeking shareholder approval to issue shares associated with this funding package.  The Company does not have sufficient authority to issue all the Ordinary Shares that may be issued on the conversion of the Loans, the Equity Subscriptions, the exercise of warrants to be issued to YA (as set out below) and pursuant to the ATM agreement.

While the funding structure is designed to minimise dilution through premium conversion terms, shareholders should note that future share issuances may occur under the convertible loan note and ATM facility. The Board believes this approach provides the optimal balance between funding flexibility and shareholder value protection.

The Company is therefore convening a general meeting to be held at 11:00 a.m. on 22 May 2026 at the offices of Druces LLP, Sixth Floor, 99 Gresham Street, London EC2V 7NG. A circular containing further details of the proposals and containing the notice of general meeting is expected to be dispatched to Shareholders on 6 May 2026. Following its publication, the circular will be available on the Company's website at www.fulcrummetals.com.

The Board strongly believes the resolutions are in the best interests of shareholders and unanimously recommends voting in favour at the general meeting.

Extracts from the Chairman's letter of the circular setting out the background to and reasons for the proposals, and full details on the series of financing arrangements entered into with YA, is set out below.

FOR FURTHER INFORMATION

Visit: www.fulcrummetals.com

Follow on X: @FulcrumMetals

Contact:

"Dear Shareholder,

NOTICE OF GENERAL MEETING

1.       Introduction

On 5 May 2026 the Company announced that it had entered into a convertible loan agreement with YA II PN Ltd whereby YA will lend the Company £5,000,000 and subscribe for up to £1,000,000 of Ordinary Shares. In addition, the Company will issue warrants to YA to subscribe for Ordinary Shares. The authority that the Directors currently have under the Companies Act 2006 is not sufficient to issue all of the Ordinary Shares that may be issued on the conversion of the Loans, the Equity Subscriptions, the exercise of the Warrants, and pursuant to the ATM Agreement.

The Company is therefore convening the General Meeting in order to pass resolutions which will give the Directors the Required Issue Authority and to explain why the Board considers the Resolutions to be in the best interests of the Company and its Shareholders as a whole and unanimously recommends that you vote in favour of the Resolutions.

This document also provides the details of the General Meeting that will be held at the offices of Druces LLP, Sixth Floor, 99 Gresham Street, London EC2V 7NG on 22 May 2026 at 11:00 a.m. to consider the resolutions that will be put to Shareholders for approval.

Shareholders should note that if the Resolutions are not both approved at the General Meeting then this would constitute an event of default under the Convertible Loan Agreement which will entitle YA to call for immediate repayment of the amounts already advanced under the Convertible Loan Agreement.

Part I of this document contains definitions of words and terms that have been used throughout it. Please refer to Part II as you review this document.

2.       Background to, and reasons for, the Convertible Loan Agreement

Fulcrum has completed successful bench-scale, laboratory and optimisation testing at its Teck Hughes tailings project in Kirkland Lake, Ontario, Canada, utilising Extrakt's cyanide-free leaching and dewatering technologies. The next key milestone toward commercialisation of these projects is pilot-scale testing, which represents a critical de-risking stage.

Fulcrum has engaged Test Design Implement LLC ("TDI"), supported by Extrakt Process Solutions LLC ("Extrakt") and Bechtel Engineering ("Bechtel"), to undertake a pilot plant scoping study. This study relates to the potential implementation of a standalone pilot plant designed to process material from the Company's Teck Hughes and Sylvanite tailings projects, as well as any additional opportunities that may arise.

The Board believes there is significant value in further de-risking the projects through pilot-scale testing. The Company has received expressions of interest regarding potential funding at both the corporate and project level, conditional upon the successful completion of pilot-scale testing and further validation of the results achieved to date.

The Convertible Loan Agreement provides Fulcrum with funding to advance key objectives associated with pilot plant implementation and project de-risking through testing, including:

·    immediate funding for critical path items, including securing long-lead equipment, procurement of a pilot plant site, and engagement of key services for the delivery, fabrication and assembly of the pilot plant; and

·    funding associated with the operation of the pilot plant to conduct pilot-scale testing across the Company's projects. This work is expected to generate key technical, performance and environmental data to support a final investment decision on commercial deployment, including validation and further optimisation of prior bench and laboratory testing, and to support future permitting activities.

The Convertible Loan Agreement also provides Fulcrum with a degree of financial flexibility, including:

·    conversion terms whereby any amounts converted into Ordinary Shares are at a 30 per cent premium to the share price at the date of the agreement;

·    an initial 60-day period during which no repayments are required, allowing the Company to assess options for the monetisation of non-core assets; and

·    a structured monthly repayment profile thereafter, enabling the Company to continue evaluating monetisation opportunities alongside potential Ontario Government grant funding streams to support pilot plant development and operations.

3.       The Loans

The amount of the Loans and when they are to be drawdown

The Convertible Loan Agreement provides that there will be two Loans, each of £2,500,000.  The First Loan will (because of the need to obtain the Required Issue Authority) be advanced in two tranches, with the First Tranche (of £1,000,000) being advanced following the signing of the Convertible Loan Agreement and the Second Tranche (of £1,500,000) being advanced once the Company has obtained the Required Issue Authority (i.e. following the passing of the Resolutions). The Second Loan will be advanced upon request by the Company upon satisfaction of certain conditions and subject to the prior written consent of YA ,in its sole discretion, at any time until 30 days after the first anniversary of the drawdown of the First Loan.

The amount of the First Loan will be subject to the following deductions to be made by YA: (1) a discount in the amount of 5% of the principal amount of the First Loan, being (over the two Tranches) £125,000 (of which £50,000 shall be deducted from the First Tranche); (2) a commitment fee in respect of the First Loan; and (3) a due diligence fee. The amount of the First Tranche to be advanced after such deductions will therefore be £900,000. When the Second Tranche is advanced (i.e. once the Company has obtained the Required Issue Authority) YA will not make any deductions from the amount advanced.

The amount of the Second Loan will be subject to the following deductions to be made by YA: (1) a discount in the amount of 5% of the principal amount of the Second Loan, being £125,000; and (2) a commitment fee in respect of the Second Loan. The amount of the Second Loan to be advanced after such deductions will therefore be £2,345,000.

Repayment of the Loans

The Convertible Loan Agreement provides that both Loans shall be repaid in 10 monthly instalments beginning on the 60th day after the advancing of the relevant Loan and ending on the 330th day after the advancing of the relevant Loan. Each such instalment shall (unless YA has converted any of the relevant Loan or made any payments under the ATM Agreement, in each case as described below) be a payment of £250,000 plus interest accrued during the relevant month.

In addition, the Company may, if the VWAP of the Ordinary Shares is less than the Conversion Price, repay either of the Loans by giving notice in writing to YA. Any such voluntary prepayment of a Loan must be of the entirety of such Loan (not part only of such Loan). If the Company wants to make any such voluntary prepayment of a Loan then the Company must also pay YA: (1) the accrued interest on such Loan; and (2) a prepayment premium equal to 10% of the principal amount of the relevant Loan which is being repaid.

The Convertible Loan Agreement requires the Company to enter into an ATM Agreement in respect of the subscription by the ATM Broker for an aggregate amount of gross proceeds of at least £2,500,000. The Company proposes to appoint Clear Capital Markets Limited as the ATM Broker. Within two business days following the receipt by the Company of any proceeds from the ATM Agreement, the Company is required to notify YA in writing of such receipt and use such proceeds to prepay the amount of the Loans (and accrued interest) as so specified by YA. Any such payment prior to a monthly instalment shall have the effect of reducing the amount due on the next payment of an instalment.

Conversion

YA has the right under the Convertible Loan Agreement to convert all or part of the Loans and accrued interest into Ordinary Share. The Conversion will be effected by applying the amount of the relevant Loan and accrued interest to be Converted in paying up Ordinary Shares at the Conversion Price and so will reduce the amount to be repaid by the Company to YA.

Other provisions of the Convertible Loan Agreement

The Convertible Loan Agreement contains certain customary conditions precedent for the advancing of the First Tranche of the First Loan and the advancing of the Second Loan (as well as the making of the First Equity Subscription and the Second Equity Subscription). The conditions precedent for the making of the Second Loan include the condition that the aggregate principal amount of the Second Loan and Second Equity Subscription do not exceed 50% of the Company's market capitalisation at the end of the Trading Day immediately preceding Completion Date for the Second Loan.

The Convertible Loan Agreement provides that certain events will constitute an "Event of Default". If an Event of Default occurs YA may in its absolute discretion, by written notice to the Company declare all outstanding amounts under the Loans, any interest thereon and any Payment Premium payable to be immediately due and payable, together with any other sums then owed by the Company to YA and, upon that declaration, such sums shall become immediately due and payable without further demand or notice of any kind. Events of Default include:

·    the Company fails to repay any portion of the Loans, interest on the Loans or any Payment Premium when due or within five Trading Days after such payment is due;

·    the Company being in material breach of any warranties or undertakings in the Convertible Loan Agreement or certain documents entered into pursuant to the Convertible Loan Agreement;

·    certain events relating to the insolvency or winding up of the Company or any of its subsidiaries;

·    a material adverse change in the assets, financial or trading position or prospects of the Group;

·    the suspension of Ordinary Shares from trading on AIM for more than 10 consecutive Trading Days; and

·    the Company failing to obtain the Relevant Issue Authority.

It is a condition to the advancing of the Loans that Fulcrum Metals Ltd, Fulcrum Metals (Canada) Limited, Fulcrum Metals No. 2 (Canada) Limited and Fulcrum Envirotech Corp (which are all subsidiaries of the Company) provide a guarantee to YA of the obligations of the Company under the Convertible Loan Agreement.

4.       Equity subscriptions

YA has agreed to make the First Equity Subscription and the Second Equity Subscription, which are each for £500,000.

The Subscription Price for the First Equity Subscription shall be 8.75p and the Subscription Price for the Second Equity Subscription shall be the VWAP of the Ordinary Shares on the Trading Day immediately prior to the Completion Date of the Second Loan.

5.       Warrants

The Company has agreed to issue two series of Warrants to YA. Those Warrants will be issued at the same as the First Tranche of the First Loan is made and as the Second Loan is made. Both series of Warrants are exercisable for a three-year period from the date of issue of such Warrants and the aggregate exercise price of both series of Warrants will be £625,000 (being equal to 25% of the amount advanced under the First Loan or (as the case may be) the Second Loan).

Both series of Warrants will be exercisable at the Warrant Exercise Price (being 13.125p in respect of the First Warrants and 150% the VWAP of the Ordinary Shares on the Trading Day immediately prior to the Completion Date of the Second Loan in respect of the Second Warrants.

The Company may require YA to exercise its Warrants if the price of Ordinary Shares has been trading at 130% or more of the relevant Warrant Exercise Price for a period of at least 20 consecutive dealing days and no event of default has occurred under the Convertible Loan Agreement.

6.       General Meeting and the Resolutions

The Notice of General Meeting is set out in Part III of this document.

The General Meeting will take place at the offices of Druces LLP, Sixth Floor, 99 Gresham Street, London EC2V 7NG at 11.00 a.m. on 22 May 2026 to consider the Resolutions that will be put to Shareholders for approval.

Resolution 1, which will be proposed as an ordinary resolution, is to give the Directors authority pursuant to section 551 of the Act (in addition to the existing authorities given pursuant to section 551) to allot Ordinary Shares or rights to subscribe for, or convert any security into, Ordinary Shares to: permit the full conversion of the Loans at the Conversion Price; issue all the Ordinary Shares that will be required to be issued pursuant to the First Equity Subscription and the Second Equity Subscription; issue the Warrants; and issue all the Ordinary Shares that will be required to be issued pursuant to the ATM Agreement.

Resolution 2, which will be proposed as a special resolution (and which is subject to and conditional on the passing of Resolution 1, and which is in addition to the existing disapplications of the statutory pre-emption rights) , is to disapply the statutory pre-emption rights  to: permit the full conversion of the Loans at the Conversion Price; issue all the Ordinary Shares that will be required to be issued pursuant to the First Equity Subscription and the Second Equity Subscription; issue the Warrants; and issue all the Ordinary Shares that will be required to be issued pursuant to the ATM Agreement.

7.       Action to be taken in respect of the General Meeting

Please complete and return the Form of Proxy as soon as. To be valid, a Form of Proxy must be returned so as to be received by Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD as soon as possible but in any event so as to arrive no later than 11.00 a.m. on 20 May 2026. The completion and return of the Form of Proxy will not prevent you from attending and voting at the General Meeting in person.

If the Resolutions are not both passed and therefore the Company fails to obtain the Relevant Issue Authority then this will be an Event of Default under the Convertible Loan Agreement and (as described in paragraph 3 above), YA may in its absolute discretion, by written notice to the Company declare all outstanding amounts under the Loans, any interest thereon and any Payment Premium payable to be immediately due and payable.

8.       Recommendation

The Board considers the Resolutions to be in the best interests of the Company and its Shareholders as a whole and the Board unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own shareholdings. The Directors are interested in an aggregate of 26,006,671 Ordinary Shares representing approximately 17.65% of the Ordinary Shares in issue at the date of this Circular. 

Yours faithfully

Mitchell Smith
Non-executive Chairman

DEFINITIONS

The following definitions apply throughout this document and the accompanying Form of Proxy unless the context otherwise requires:

Notes to Editors

About Fulcrum Metals PLC

Fulcrum Metals PLC (AIM: FMET) is an AIM listed technology led natural resources company focused on recovery of precious metals from mine tailings (previously milled and processed ore) in Canada using environmentally friendly leaching technology developed by Extrakt Process Solutions LLC and its associates (together "Extrakt").  The Company's current projects are the tailing sites of the former Teck-Hughes and Sylvanite gold mines, located in the Kirkland Lake region of Ontario. In addition, the Company has interests in a portfolio of highly prospective mineral exploration and development projects in both Ontario and Saskatchewan Canada.

Fulcrum has an agreement for exclusivity rights in respect of any licensed use of Extrakt's proven cyanide free technology on legacy gold mine waste sites over the mining districts of Timmins and Kirkland Lake. These are two of Canada's biggest gold camps with a historical production above 110Moz over the past 100 years, leaving more than 70 documented legacy mine waste sites.

Fulcrum is now focused on the development of its Teck-Hughes and Sylvanite projects towards production using Extrakt's technology and positioned to scale the concept across two of Canada's historically most productive gold regions. Fulcrum believes this represents a substantial, long-term opportunity to unlock significant and largely untapped value from legacy mine waste.