Fulcrum Metals plc / EPIC: FMET / Market: AIM / Sector: Mining
3 April 2024
Fulcrum Metals plc
("Fulcrum" or the "Company" or the "Group")
Announces Letter of Intent with Terra Balcanica Resources Corp. for the sale of Fulcrum's
Fulcrum Metals plc (LON: FMET), a company focused on mineral exploration and development in
Terra will have the option to acquire the Uranium Projects, consisting of the Charlot-Neely, Fontaine Lake, Snowbird and
|
Cash to Fulcrum |
Value of Shares in Terra to Fulcrum |
Exploration Expenditures required by Terra
|
Payment to Fulcrum for exclusivity on execution of signing the letter of intent |
CA$7,500 |
|
|
Payment to Fulcrum on closing of Option Agreement |
CA$25,000 less CA$7,500 exclusivity agreement |
CA$250,000 |
Complete minimum work expenditures totalling CA$3,250,000 Prior to fourth anniversary of the Option Agreement |
Year 1 |
CA$50,000 |
CA$350,000 |
|
Year 2 |
CA$75,000 |
CA$500,000 |
|
Year 3 |
CA$75,000 |
CA$650,000 |
|
Year 4 |
CA$75,000 |
CA$1,250,000 |
|
Total |
CA$300,000 |
CA$3,000,000 |
CA$3,250,000 |
The new shares in Terra that could be issued to Fulcrum under the terms of the Option Agreement will be issued at the 10-day Volume Weighted Average Price ("VWAP") prior to the date of issuance. The shares issued to Fulcrum on closing of the Option Agreement will be capped at CA$0.065 per share, pre-consolidation by Terra. Cash generated from the sale of the Uranium projects will be used by Fulcrum for its ongoing capital needs.
In addition, and following the exercise of the option, Fulcrum will retain a 1 per cent. Net Smelter Return ("NSR") royalty on all claims with a buydown option of 0.5 percent NSR for CA$1 million. As part of the Option Agreement, and for terminating the existing agreement (the "Prior Agreement") between Fulcrum and Global Energy Metals Corp. ("Global Energy"), details of which were announced by Fulcrum on 30 January 2024, Global Energy will be compensated with CA$150,000 to be satisfied through the issue of new shares in Terra on the closing of the Option Agreement and a 0.5 per cent. NSR on all claims.
Completion of the transaction outlined in the LOI is conditional on the completion of due diligence, Board approval by Fulcrum and Terra, receipt of all required third party consents and execution of the Definitive Option Agreement. The Company anticipates the completion of the definitive agreement to take place by 1st May 2024.
The LOI is non-binding and sets out the intention of both parties to enter into a definitive agreement on the terms set out in the LOI, the key terms of which are summarised in this announcement. There can be no guarantee that a definitive agreement in relation to the Option Agreement will be entered into nor that the terms will be the same as set out in the LOI and this announcement.
Addition terms of the LOI
Orderly Sales Agreement |
Fulcrum will agree to orderly sales provisions with respect to its equity interest in Terra |
Dunn Option* |
The Option Agreement will include a covenant by Fulcrum to maintain the Dunn Option in good standing, and to exercise the Dunn Option and acquire a 100% interest in the properties included in the Uranium Projects that are subject to the Dunn Option. |
Governing Law |
The Option Agreement shall be governed by and construed in accordance with the laws of the Province of |
* Certain claims comprising properties that are owned by Gary Clayton Dunn and Jonathan Stewart Dunn who granted an option to acquire a 100% interest in them to Fulcrum pursuant to a mining option agreement
Ryan Mee, Chief Executive Office of Fulcrum, commented:
"We have experienced significant interest from third parties over our uranium assets in
The terms outlined in the LOI, and consequent Option Agreement will enable Fulcrum shareholders to benefit from the potential upside of these projects, via the net smelter royalty and Terra shares, whilst providing Fulcrum with an injection of cash which we can use to advance other projects."
"At Fulcrum we are fortunate to have an outstanding team and this agreement not only endorses the strategy deployed by Fulcrum but is an important step for Fulcrum to execute the next stage of the strategy with a clear focus on gold, and in particular more so on gold tailings and mine waste in
The gold tailings and mine waste in
Fulcrum has significant opportunities opening up, and I look forward to updating the market at the appropriate time as we progress these".
Additional project information
The project portfolio totals over 59k hectares targeting major structures along strike from historic Uranium mines and projects that have attracted significant investment. Discoveries such as the Arrow discovery (4.3m tonnes at 0.83% U308) and Triple R discovery (2.7m tonnes at 1.94% U308) have proved the concept of exploring along structure outside of the
Highlights
· Proximal to northern and southeastern edges of the
· Charlot-Neely is located within the emerging
· Historical work at the projects has demonstrated evidence of uranium mineralization along favourable structural trends with prospective target horizons based on electromagnetic conductors;
· Future exploration by Terra will see the undertaking of a modern systematic geologic fieldwork to determine the resource potential.
Background of Terra
Terra is a public company listed on the Canadian Securities Exchange. Terra has mining exploration projects in
For the year ended 31 January 2023, Terra incurred a loss for the year before tax of $CAD2,013,644 with net assets of $CAD2,291,508.
Technical Glossary
"cps" |
Counts per second |
"EM" |
Electromagnetic |
"ppm" |
Parts per million |
"REE" |
Rare-earth element |
"TREE" |
Total Rare earth elements are a group of 17 elements composed of scandium, yttrium and the lanthanides |
"U308" |
Triuranium octoxide, a compound of uranium |
Qualified Person Statement
The technical information in this announcement has been reviewed by Edward (Ed) Slowey, BSc, PGeo, technical advisor to Fulcrum Metals Plc. Mr Slowey is a graduate geologist with more than 40 years' relevant experience in mineral exploration and mining and a founder member of the Institute of Geologists of
For further information please visit https://fulcrummetals.com/ or contact:
Fulcrum Metals PLC |
|
Ryan Mee (Chief Executive Officer) |
Via St Brides Partners Limited |
|
|
Allenby Capital Limited (Nominated adviser) |
|
Nick Athanas / George Payne |
Tel: +44 (0) 203 328 5656 |
|
|
Clear Capital Markets Limited (Broker) |
|
Bob Roberts |
Tel: +44 (0) 203 869 6081 |
|
|
St Brides Partners Ltd (Financial PR) |
|
Ana Ribeiro / Paul Dulieu |
Tel: +44 (0) 20 7236 1177 |
Notes to Editors
FULCRUM METALS - BACKGROUND
Fulcrum Metals PLC (LON: FMET) is an AIM quoted exploration company which finances and manages exploration projects focused on
Fulcrum currently holds a beneficial 100% interest in highly prospective gold and base metals projects in
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 to establish the prospectivity of its wider
The
The Tully property, 458 hectares in area, is located 30 kilometres northeast of
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.
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