Schedule One - Fulcrum Metals plc | RNS | Ticker

Schedule One - Fulcrum Metals plc

RNS Announcement

RNS Number : 3077O

AIM

31 January 2023

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Fulcrum Metals plc ("Fulcrum" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office:

16 Great Queen Street

London

WC2B 5DG

Trading Address:

Paramount Court

Corrig Road

Sandyford Business Park

Dublin

Ireland

D18 R9C7

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.fulcrummetals.com (from admission)

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Fulcrum Metals plc was incorporated in England & Wales on 10 October 2022 and is the holding company of a mineral exploration group (the "Group") with base, precious and energy metal projects in Canada. Canada is a politically stable jurisdiction that is rich in mineral resources.

On Admission, the Group's projects will comprise six gold and base metal projects in Ontario, Canada totalling 252km ², covering the Schreiber-Hemlo, Wawa, Winston Lake and Dayohessarah Greenstone Belts, and two uranium and gold projects in the Northern Athabasca Basin region of Saskatchewan, Canada totalling 136km ².

The Group's projects are pre-discovery with large, diversified land packages that have either substantial historical samples or prospective geology and are located nearby mineral rich deposits or producing mines. Fulcrum sees the uranium projects as an opportunity to capitalise on the increasing global recognition and investment towards nuclear energy as a way of decarbonising base load power.

The main focus of Fulcrum is to advance, develop, and scale the flagship Schreiber-Hemlo Project comprising the Big Bear and Jackfish Lake properties whereby the Group have amassed a significant land position of circa 113km ². The properties have 38 recorded mineral occurrences, high grade gold in rock samples and shear zones that have the best potential for the discovery and development of an economic mineral deposit.

The Group's main country of operation is Canada.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of 1 penny each in the share capital of the company ("Ordinary Shares") for which Admission will be sought: TBC

Issue price: TBC

No shares will be held in treasury and there are no restrictions on the transfer of the ordinary shares.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: TBC

Anticipated market capitalisation on admission: TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors from Admission:

Clive Richard Garston - Independent Non-Executive Chairman

Ryan Mee - Chief Executive Officer

John Anthony Hamilton - Chief Financial Officer

Aidan Paul O'Hara - Corporate Development Director

Mitchell Patrick Smith - Non-Executive Director

Alan Donal Mooney - Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Name	% of issued share capital held before Admission	% of issued share capital held on Admission
Panther Metals PLC	Nil	20.00
Ryan Mee	32.4	TBC
Aidan O'Hara	32.3	TBC
Edward Slowey	4.3	TBC
Timothy Adams	3.3	TBC
Clive Garston	3.1	TBC

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Murphy Geological Services

Aldern Consulting Limited

Silver Investments Limited

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i) The Company's anticipated accounting reference date is 31 December.

ii) The main financial information in the admission document is in relation to Fulcrum Metals Limited ("FML"), a wholly owned subsidiary of Fulcrum Metals plc, and has been prepared for the period from the year ended 31 December 2019 to the year ended 31 December 2021. The admission document also contains unaudited interim financial information on FML for the six months ended 30 June 2022.

iii) First three reports

· By 30 June 2023: unaudited interim results for the Company for the six months to 31 March 2023 which would be on a consolidated basis including FML and Fulcrum Metals (Canada) Ltd ("FMCL"), the Company's wholly-owned Canadian subsidiary.

Audited annual accounts for the year ended 31 December 2022 for FML and FMCL would be published at the same time as the interims.

The interims would also include comparative information for the year ended 31 December 2022 for the group on a consolidated basis (for Fulcrum Metals, FML and FMCL) and comparative unaudited information for the six months to 31 March 2022.

· By 31 December 2023: unaudited consolidated interim results for the six months to 30 September 2023

· By 30 June 2024: audited consolidated annual accounts for the year ended 31 December 2023

EXPECTED ADMISSION DATE:

Mid February 2023

NAME AND ADDRESS OF NOMINATED ADVISER:

Allenby Capital Limited

5 St Helen's Place

London

EC3A 6AB

NAME AND ADDRESS OF BROKER:

Clear Capital Markets Limited

12th Floor, Broadgate Tower

20 Primrose Street

London

EC2A 2EW

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at www.fulcrummetals.com from admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

31 January 2023

NEW/ UPDATE:

New

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END

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RNS metadata

Title: Schedule One - Fulcrum Metals plc
Time: 09:00:01
Date: 31 Jan 2023
Category: Capital structure
ID: 3077O