Proposed Amendment and Conversion of Convertible Loan Notes, Related Party Transactions and Notice of General Meeting
Fulcrum Metals plc (AIM: FMET), the AIM-quoted company pioneering the use of innovative technology to recover precious metals from mine waste, announces the partial repayment in cash and agreement to the amendment and conversion (together, the “CLN Amendment and Conversion” or the “Agreement”) of the remaining of its Convertible Loan Note (the “CLN”) to remove the debt from the Company.
Mitchell Smith, Independent Director and Non-Executive Chairman of Fulcrum Metals, commented:
“The removal of the CLN debt marks a key milestone following our recent financing by strengthening the balance sheet, bolstering cash resources for project development, and simplifying the corporate structure to support the next phases of growth.
“The significant participation of the executive team in the conversion underscores their long-term commitment to Fulcrum’s success. I consider this proposed transaction to be fair and reasonable and in the best interests of all shareholders.
“Alongside this the Company is in final stage preparations to commence major project development milestones at the Teck Hughes gold tailings project including a substantial augur drilling and sampling programme of up to 100 holes and the phase 3 scale up and optimisation program with Extrakt.”
The CLN
The CLN was initially issued as part of the acquisition of the Tully Gold property (see the Company’s announcement dated 7 August 2023) with a maturity date of 31 July 2025. The CLN was subsequently varied on 29 July 2025 to extend the maturity date from 31 July 2025 to 31 August 2025 to allow time for the cash redemption of certain CLN holders and finalise discussions on the conversion into ordinary shares in the Company for the remaining CLN holders on the same terms of the recently completed fundraise.
Cash Redemption and CLN Amendment and Conversion Agreement
At the extended maturity date of 31 August 2025, the CLN total value amounts to £663,052 including principal and accrued interest which, without the Agreement, would be required to be paid in full in cash. In line with the proposals set out in prior announcements:
· Cash redemption of three CLN holders has been made totalling £213,579
· Agreement of the remaining CLN holders amounting to £449,493 to convert £430,078 into new ordinary shares in the Company with £19,395 being paid in cash for withholding taxes.
Agreement summary
The remaining CLN holders have agreed the terms of the CLN Amendment and Conversion with £430,078 of amounts due to the CLN holders being converted into new ordinary shares in the Company on the following terms:
· Reduce the strike price of the CLNs from 18.5 pence to 3 pence per share resulting in the issue of 14,335,946 new ordinary shares in the Company;
· Conversion upon shareholder approval at a General Meeting of the Company (“GM”) to be held on 28 August 2025; and
· Grant one warrant for every two new ordinary shares issued under the conversion amounting to 7,167,973 warrant shares, exercisable at 5 pence per share and valid for 18 months.
The Board believes the Agreement is in the best interests of shareholders as it will materially improve the Company’s balance sheet through the removal of debt which would otherwise have had to be repaid in full by 31 August 2025 using the Company’s existing cash resources. The Agreement also reflects the reality that the original conversion terms are significantly above both the Company’s closing mid-market price of 3.6 pence as at 11 August 2025 and the recent fundraise price of 3 pence. As such the Board of Fulcrum is of the view that CLN holders are unlikely to exercise under the existing terms of the CLN agreement.
Related Party Transactions – AIM Rule 13
The Agreement constitutes a related party transaction under Rule 13 of the AIM Rules for Companies, as it involves the following Directors of the Company: Ryan Mee, Aidan O’Hara, Alan Mooney, and John Hamilton, as well as Nicholas Nugent, who has been a substantial shareholder of the Company in the past 12 months and is as such classified as a related party under the AIM Rules for Companies
Mitchell Smith, Non-Executive Chairman, is considered the Independent Director for the purposes of the CLN Amendment and Conversion. The Independent Director (being Mitchell Smith) considers, having consulted with the Company’s nominated adviser, Allenby Capital Limited, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
Effect on Share Capital and Interests of Significant Shareholders, Directors and Related Parties
The Agreement will result in the following changes to the shareholdings of Significant Shareholders, Directors, and related parties:
|
Name |
Shares Pre-Conversion |
% Pre |
Conversion Shares |
Shares Post-Conversion |
% Post |
|
Ryan Mee |
9,973,910 |
9.3% |
3,050,213 |
13,024,123 |
10.7% |
|
Aidan O’Hara |
7,294,739 |
6.8% |
3,050,213 |
10,344,952 |
8.5% |
|
Alan Mooney |
331,250 |
0.3% |
610,027 |
941,547 |
0.8% |
|
John Hamilton |
406,353 |
0.4% |
508,373 |
914,726 |
0.8% |
|
Nicholas Nugent |
10,386,288 |
9.7% |
6,100,400 |
16,486,688 |
13.5% |
|
Mitchell Smith |
468,823 |
0.4% |
– |
468,823 |
0.4% |
|
Ongold (held equally by Ryan Mee, Aidan O’Hara & Mitchell Smith) |
312,500 |
0.3% |
– |
312,500 |
0.3% |
|
Total |
29,174,133 |
27.2% |
13,319,226 |
42,493,359 |
34.8% |
The total number of ordinary shares in issue will increase from 107,626,266 to 121,962,212 following the issuance of 14,335,946 new ordinary shares under the Agreement.
Issue of Warrants
As part of the Agreement, 7,167,973 warrants will be issued to participating CLN holders. The warrants will be exercisable at 5 pence per share and valid for 18 months from the date of grant, with the following warrants to be issued to those CLN holders who are Significant Shareholders, Directors and related parties:
|
Name |
Conversion Shares |
Warrants Issued |
|
Ryan Mee |
3,050,213 |
1,525,107 |
|
Aidan O’Hara |
3,050,213 |
1,525,107 |
|
Alan Mooney |
610,027 |
305,014 |
|
John Hamilton |
508,373 |
254,187 |
|
Nicholas Nugent |
6,100,400 |
3,050,200 |
|
Total |
13,319,226 |
6,659,615 |
General Meeting (GM)
In order to implement the Proposed CLN Amendment and Conversion, the Company requires shareholder approval to grant the necessary authorities to allot the relevant new ordinary shares and issue the associated warrants.
Accordingly, a GM will be held at 12.00 p.m. on 28 August 2025 at Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG. A circular with full details and notice of the GM will be posted to shareholders and made available on the Company’s website at https://fulcrummetals.com/investors/research-reports-presentations/.
Admission and Total Voting Rights
Application will be made for the admission of the 14,335,946 new ordinary shares to trading on AIM (“Admission”), which is expected to occur on or around 29 August 2025, subject to GM approval.
Admission is conditional upon the passing of the necessary resolutions at the GM.
Following Admission, the total number of voting rights in the Company will be 121,962,212. This figure may be used by shareholders as the denominator for the purposes of the FCA’s Disclosure Guidance and Transparency Rules.
For further information please visit https://fulcrummetals.com/ or contact:
|
Fulcrum Metals PLC |
|
|
Ryan Mee (Chief Executive Officer) |
Via St Brides Partners Limited |
