£6.0 million Funding Package Secured to Fully Fund Pilot Plant Development and Testing
Notice of General Meeting
Fulcrum Metals plc (AIM: FMET), a company pioneering the use of innovative cyanide-free technologies to recover precious and critical metals from mine waste and support site remediation, announces that it has entered into a £6 million funding package with YA II PN, Ltd (“YA”), an institutional investor managed by Yorkville Advisors Global, LP (“Yorkville”). The funding comprises a combination of equity and convertible debt funding alongside an At-The-Market Subscription Facility (the “ATM”) arranged with Clear Capital Markets Limited (“Clear Capital”), the Company’s broker.
The funding package enables Fulcrum to advance key objectives associated with the implementation of a stand-alone pilot plant to process material from the Company’s Teck Hughes and Sylvanite tailings projects and potential project partners material.
Key highlights
· Immediate funding secured 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;
· Funding for pilot plant operations, enabling real-world testing across Fulcrum’s projects to generate technical, environmental and economic 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;
· Convertible loan terms include a 30% premium to the prevailing share price, aligning investor and shareholder interests;
· Initial 60-day period during which no repayments are required, providing near-term financial flexibility; and
· Structured repayment profile thereafter, while the Company evaluates non-core asset monetization and potential government funding support.
Ryan Mee, Chief Executive Officer of Fulcrum, commented:
“The success of the Phase 3 programme at Teck-Hughes has generated strong interest from funding partners, resulting in a flexible financing package with Yorkville that fully funds the pilot scoping study, the pilot plant and pilot testing. The financing structure combines equity at prevailing market prices with loan conversions at a 30% premium, while retaining flexibility to monetise non-core assets.
With funding secured, we are advancing the pilot scoping study and can begin to secure critical path items and services ahead of implementation. Pilot-scale testing represents a key milestone in de-risking our projects, refining technical parameters and advancing toward commercial deployment.
Our focus is on transitioning from concept to bankable assets with defined economic mineral reserves, positioning the Company to deliver long-term shareholder value. I look forward to providing further updates as we progress.”
Video of Ryan Mee, CEO of Fulcrum, talking about the funding: LINK
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
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Contact:
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Fulcrum Metals PLC |
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Ryan Mee (Chief Executive Officer) |
Via St Brides Partners Limited |
