Intention to Float

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is not an admission document or a prospectus and does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities in any jurisdiction. Prospective investors should not subscribe for or purchase any securities referred to in this announcement, except on the basis of the information in the final admission document to be published by the Company and any supplement thereto (the "Admission Document"), in connection with the placing (the "Placing") of its issued and to be issued ordinary shares (the "Ordinary Shares") and the proposed admission to trading on AIM ("Admission").

10 February 2023

Fulcrum Metals plc

("Fulcrum" or "the Company" or "the Group")

Placing and Proposed Admission to trading on AIM

Fulcrum Metals plc (AIM: FMET), a multi-commodity minerals exploration company, is pleased to announce its proposed admission to trading on the AIM market of the London Stock Exchange (the "IPO") and conditional placing ("the Placing") of 17,142,857 new Ordinary Shares at 17.5 pence per Ordinary Share to raise gross proceeds of £3 million ("the Placing").

It is expected that Admission to AIM and dealings in the Company's Ordinary Shares on AIM will commence at 8:00am on 14 February 2023 ("Admission") under the ticker "FMET" with a market capitalisation at the Placing Price of £8.725million.  The ISIN of the Ordinary Shares is GB00BPCPPZ79.

The net proceeds of the Placing will be used by the Group to capitalise on the potential of its multi-commodity portfolio of base, precious and energy metals in Canada, a jurisdiction which is politically stable and rich in mineral resources, by advancing them through the value chain.

The Company is being advised by Allenby Capital Limited, who are acting as nominated adviser, and Clear Capital Markets Limited its broker.

Highlights

·    On Admission the Group will own a portfolio of projects in Canada, a consistently highly rated worldwide mining jurisdiction, as acknowledged by the Fraser Institute Multi-commodity assets -comprising of six gold and base metals projects in Ontario totalling 252km², 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 totalling 136km² (the "Projects")

·    Positioned close to mineral rich prospective areas producing or near producing assets

·    Strong market fundamentals with increased demand for gold, base metals and uranium

·    Experienced management team with complementary skill set

·    Clear and defined strategy on how to build shareholder value

·    Successfully raised approximately £3 million in conjunction with Admission to support its short-term growth goals

Ryan Mee, Chief Executive Officer of Fulcrum Metals, commented:

"We are delighted to be announcing our listing on AIM and the successful fundraise of £3 million. The funds will be used to support our strategy - to focus on discovery and the commercialisation of our projects through targeted exploration programmes with a view to bringing them up the value chain and ultimately to secure potential joint venture partner or acquisition interest.

"I am particularly encouraged by investor appetite for our company, which I believe speaks volumes for the quality of our projects and the expertise of our team. I would like to take this opportunity to thank all directors, advisers and stakeholders for their hard work and commitment and our new investors for their support."

Introduction and Background

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

On Admission its project portfolio will comprise six gold and base metal projects in Ontario totalling 252km², 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 totalling 136km².

The Projects are pre-discovery with large, diversified land packages that have either substantial historical samples or prospective geology and 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 has amassed a significant land position of circa 113km². The properties have 38 recorded mineral occurrences, high grade gold in rock samples and shear zones that have real potential for the discovery and development of an economic mineral deposit.

Conditionally on Admission, the Company has raised £3.0 million (before expenses). The net proceeds from the Placing will be used to progress the Projects through targeted exploration programmes, with a primary focus on advancing the flagship Schreiber-Hemlo properties and establishing the prospectivity of its wider Ontario portfolio with a view to securing a potential joint venture or acquisition interest.

Strategy

Fulcrum's strategy is to focus on discovery and commercialisation of its Projects through targeted exploration programmes. The primary focus is to make an economic discovery on the flagship Schreiber-Hemlo Properties and establishing the prospectivity of its wider Ontario and Saskatchewan portfolio with a view to securing potential joint venture and/or acquisition interest.

The Schreiber - Hemlo properties have a history of prospecting and localised extraction since the late 19th century. However, coherent, property-level exploration programmes have been limited or absent, particularly in recent times. Fulcrum has an opportunity to carry out such a programme and this approach provides the best opportunity to fully explore the significant prospectivity of the properties.

While highly prospective, Fulcrum's mining assets are in the exploration phase, so Fulcrum stands to be able to add significantly to the inherent value through exploration success.

Fulcrum will continually review opportunities with potential and with a view to increasing shareholder value. It is the Board's intention to deliver medium and long-term growth and to establish the Group as a significant exploration company.

Use of proceeds

The net proceeds from the Placing will be used to progress the Group's portfolio of Projects through targeted exploration programmes, with a primary focus on advancing the flagship Schreiber-Hemlo properties and establishing the prospectivity of its wider Ontario portfolio with a view to securing potential joint venture and/or acquisition interest.

Nearly 50 per cent. of the Placing proceeds will be used to build value through exploration at Jackfish Lake, comprising survey work, drilling and exploring the eastern Margin of Terrace Bay Batholith. There will also be exploration of the Big Bear Project comprising of geophysical modelling, survey work, drilling at Schreiber in 2023 and the investigation of high priority AEM & Mag targets. The remaining net proceeds from the Placing will be used for advancing the rest of the project portfolio and working capital purposes.

Advancing the flagship Schreiber-Hemlo Project, Ontario

The high-grade Big Bear Project has rock samples of up to 53.7g/t Au, soil samples up to 0.71g/t Au, and historical bulk sampling reported at 150t averaging 17.6 g/t Au. The Big Bear Project also has historical drill intersections, which include 0.55m at 19.2% Zn and 4.6% Cu. A priority for the Group is to drill high priority targets.

The highly prospective Jackfish Lake Project has widespread mineralisation and rock samples of up to 38.9g/t Au and 1.01% Cu. In addition to, the mineralisation found at the Terrace Bay Batholith contact zone hosts several nearby mines and deposits, including the Northshore Gold Deposit and the historical Gold Range Prospect, Otisse, Jeddar and Empress Prospects. The Group intends to further the work undertaken so far to develop and drill targets.

Acquisitions of Fulcrum Metals Limited and the Big Bear Project

On 24 November 2022 the Company entered into a share exchange agreement to acquire the entire issued share capital of Fulcrum Metals Limited ("FML"). FML owns Fulcrum Metals (Canada) Limited ("FMCL"). FMCL is the Group's Canadian subsidiary, which owns the Projects.

On 6 April 2022, the Company entered into a mineral claim purchase agreement with Panther Metals PLC and Panther Metals (Canada) Limited ("PMCL"). Under the agreement, as amended and restated on 30 January 2023 and 8 February 2023, the Company agreed to buy from PMCL, the entire issued share capital in the special purpose vehicle (the "Big Bear SPV") that holds the entire beneficial interest in the mineral claims located in Ontario known as the Big Bear Project and the licenses pertaining to such claims (together the "Big Bear Property"). The Big Bear SPV the registered holder of a 99% interest in certain claims in the Big Bear Property, with the remaining 1% of such claims being held by PMCL on trust for the Big Bear SPV.

For more information, please visit www.fulcrummetals.com or contact the following:

IMPORTANT INFORMATION

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefore.

Recipients of this announcement who are considering subscribing for or acquiring Ordinary Shares are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Admission Document, which may be different from the information contained in this announcement. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its accuracy, fairness or completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, Allenby Capital Limited, or their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information, opinions or beliefs or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with, this announcement.

Allenby Capital Limited, which is authorised and regulated by the Financial Conduct Authority is acting only for the Company in connection with the proposed Placing and Admission and are not acting for or advising any other person, or treating any other person as their respective client, in relation thereto, or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Allenby's responsibilities, as the Company's nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies, will be owed solely to the London Stock Exchange and not to the Company, to any of its directors or to any other person in respect of a decision to subscribe for or otherwise acquire Ordinary Shares in reliance on the Admission Document. No representation or warranty, express or implied, is made by Allenby or the Company or their respective affiliates as to any of its contents.

Clear Capital Markets Limited, which is authorised and regulated by the Financial Conduct Authority is acting only for the Company in connection with the proposed Placing and Admission and are not acting for or advising any other person, or treating any other person as their respective client, in relation thereto, or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Clear Capital Markets Limited's responsibilities will be owed solely to the London Stock Exchange and not to the Company, to any of its directors or to any other person in respect of a decision to subscribe for or otherwise acquire Ordinary Shares in reliance on the Admission Document. No representation or warranty, express or implied, is made by Clear Capital Markets Limited or the Company or their respective affiliates as to any of its contents.

In the United Kingdom, this announcement is for distribution only to persons who are Qualified Investors within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by the Prospectus (Amendment, etc) (EU Exit) Regulations 2019) and who (i) fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). 

In the European Economic Area (the "EEA"), this announcement is only addressed to and directed at persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors")

This announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Canada, Japan, New Zealand, the Republic of South Africa, Australia or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. This announcement is not an offer of securities for sale into the United States of America, Canada, Japan, New Zealand, the Republic of South Africa, Australia. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The date of Admission may be influenced by factors such as market conditions. There is no guarantee that the Admission Document will be published or that the Placing and Admission will occur, and you should not base your financial decisions on the Company's intentions in relation to the Placing and Admission at this stage. Acquiring securities to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of shares can decrease as well as increase. This announcement does not constitute a recommendation concerning the Placing. Persons considering an investment in such investments should consult an authorised person specialising in advising on such investments.

This announcement contains certain statements that are, or may be, forward looking statements with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Company. Such forward looking statements are based on the Board's expectations of external conditions and events, current business strategy and plans and the other objectives of management for future operations and estimates and projections of the Company's financial performance. Though the Board believes these expectations to be reasonable at the date of this announcement, they may prove to be erroneous. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Group, or the industry in which the Group operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future.

Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly to the total figure given.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.