TIDMFMET
RNS Number : 4535E
Fulcrum Metals PLC
30 June 2023
30 June 2023
Fulcrum Metals plc
("Fulcrum" or "the Company")
Unaudited interim results for the six months to 31 March
2023
Fulcrum Metals plc (LON: FMET), a company focused on mineral
exploration and development in Canada, announces its unaudited
consolidated interim results for the six months to 31 March
2023.
The Company also announces audited annual accounts for the year
ended 31 December 2022 for FML and FMCL, wholly-owned subsidiaries
of the Company, which are appended to this announcement in Appendix
I and will be available shortly on the Company's website (
www.fulcrummetals.com )
Fulcrum was incorporated in England and Wales on 10 October 2022
and is the holding company of a mineral exploration group with
base, precious and energy metal projects in Canada. Fulcrum's
ordinary shares were admitted to trading on the AIM market of the
London Stock Exchange on 14 February 2023 (the "IPO"). The Fulcrum
group consists of the Company, Fulcrum Metals Limited (Ireland)
("FML"), Fulcrum Metals (Canada) Ltd ("FMCL"), and Fulcrum Metals 2
No 2 (Canada) Ltd ("FMC2L"), formerly the Big Bear SPV (Canada),
(the "Group").
To provide greater transparency, and as detailed in the
Company's schedule one notification published on 31 January 2023
prior to the IPO, these interim results include comparative
information for the year ended 31 December 2022 for the Group on a
consolidated basis (for Fulcrum, FML and FMCL) and comparative
unaudited information for the six months to 31 March 2022.
Future reporting periods
The next reporting periods for Fulcrum will be the unaudited
consolidated interim results for the six months to 30 September
2023, being announced by the 31 December 2023, and audited
consolidated annual accounts for the year ended 31 December 2023
announced by 30 June 2024.
Thereafter and going forward, interim results for the six months
ending 30 June, will be published by the 30 September and final
results for the year ending 31 December will be announced by 30
June.
More information on the historical financial information for
Fulcrum, FML and FMCL can be found in the Company's admission
document published on 8 February 2023 (the "Admission Document"),
which is available on Fulcrum's website at www.fulcrummetals.com
.
Corporate and Operational Highlights
-- Successful IPO on the AIM market of the London Stock Exchange on 14 February 2023
-- GBP3 million raised as part of the IPO to advance its
portfolio of projects with a focus on its flagship Schreiber-Hemlo
Project comprising of Big Bear and the Jackfish Lake properties in
Ontario, Canada
-- Big Bear exploration results have confirmed prospectivity and
return high grade results of 45g/t Au, 37.4g/t Au and 33.6g/t
Au
-- Appointment of Prospectair Geosurveys ("Prospectair") to
commence airborne geophysical exploration at Big Bear and Tocheri
Lake in Ontario, Canada
-- Schreiber-Hemlo satellite study identifies multiple
structural targets at Big Bear and Jackfish
-- Cash in the bank as at 31 March 2023 of approximately GBP1.58 million
Ryan Mee, Chief Executive Officer of Fulcrum, commented:
"Fulcrum has been one of the few companies to successfully complete
an initial public offering in the UK market this year. We are
grateful for the support of our new and existing shareholders who
shared our vision and see the potential of Fulcrum. I believe that
the diverse experience of our board, many of whom have a history in
investing in the mining sector, provides the company with a unique
understanding of what investors expect - a clear strategy, which is
achievable and importantly delivered in a timely fashion."
"Fulcrum has a highly prospective portfolio of projects in one
of the most attractive mining jurisdictions in the world and an
aggressive growth strategy. Looking ahead, we will continue to
build on the success of our exploration work at our flagship
Schreiber-Hemlo project to increase the value and ultimate
commercialisation of the project."
Chairman's Statement
This is my first address to shareholders since Fulcrum completed
its IPO earlier this year and I am pleased to report that the
Company has made significant headways in delivering its stated
exploration programme during the period.
It has been a transformational period for the Company as it
successfully transitioned from being a private company to a quoted
company trading on the London Stock Exchange.
Fulcrum is a multi-commodity exploration company with six gold
and base metal projects in Ontario totalling 252 Km(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 totalling 136Km(2) . Its geographical
focus and multi-commodity approach is aimed at minimising the risk
often associated with early-stage exploration projects, with the
Fraser Institute ranking Canada, as the second most attractive
region in the world for mining investment.
The main focus of Fulcrum is to advance, develop, and scale the
flagship Schreiber-Hemlo Project comprising the Big Bear and
Jackfish Lake properties where the Group has amassed a significant
land position of circa 113 Km(2) . 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.
Fulcrum's strategy is to increase the value of its projects with
a focus on discovery and commercialisation through targeted
exploration programmes. I am delighted to say that the team have
been actively deploying funds raised on IPO to enable the Company
to start executing its stated strategy. An airborne geophysical
exploration programme at Big Bear and Tocheri Lake was announced on
16 March 2023, following the appointment of Prospectair with final
data, modelling, and interpretation now expected in Q3 2023.
Initial exploration results at Big Bear confirmed the prospectivity
of the project with a total of 45 rock samples collected for assay
and high gold grades returned on a number of assays, including
45g/t Au, 37.4g/t Au and 33.6g/t Au.
Looking ahead, we are continuing to advance our exploration
across all our projects and are particularly buoyant about the
potential of Big Bear which we plan to start drilling on later this
year.
All and all, it has been a very successful start to Fulcrum's
life as a quoted company and the board looks forward to reporting
on the Company's progress to shareholders as it continues to
advance exploration and increase our understanding of our quality
projects.
Clive Garston
Independent Non-Executive Chairman
For more information, please visit www.fulcrummetals.com or
contact the following:
Fulcrum Metals plc
Ryan Mee, Chief Executive Officer Via St Brides Partners Limited
Allenby Capital Limited (Nominated
Adviser)
Nick Athanas / George Payne +44 (0) 203 328 5656
Clear Capital Markets Limited
(Broker)
Bob Roberts +44 (0) 203 869 6081
St Brides Partners Ltd (Financial
PR)
Ana Ribeiro / Paul Dulieu +44 (0) 207 236 1177
UNAUDITED INTERIM FINANCIAL INFORMATION ON
FULCRUM METALS PLC
Consolidated Income Statement of Comprehensive Income
for the six months ended 31
March 2023
Unaudited Unaudited Unaudited
6 months 6 months Year
Notes ended ended ended
31 March 31 March 31 Dec
'23 '22 '22
GBP GBP GBP
Turnover - - -
Administration expenses (382,985) (48,060) (254,340)
Operating Loss (382,985) (48,060) (254,340)
Exceptional item 2 (841,192) - (268,056)
Finance Cost (90,631) (12,353) (97,202)
Finance Income 126,736 5,512 -
Income Tax - - -
Loss for the financial period (1,188,072) (54,901) (619,598)
Other comprehensive income 1,342 258 9,169
Total comprehensive loss for
the financial period (1,186,730) (54,643) (610,429)
Consolidated Statement of Financial Position
as at 31 March
2023
Unaudited Unaudited Unaudited
31 March 31 March 31 Dec
Notes '23 '22 '22
Assets GBP GBP GBP
Non-Current
Assets
Intangible
assets 3 2,785,456 264,212 651,489
Tangible
assets 1,446 - 1,591
2,786,902 264,212 653,080
Current Assets
Trade and
other
receivables 216,799 7,064 530,642
Cash and cash
equivalents 4 1,578,162 137,375 96,984
1,794,961 144,439 627,626
Total Assets 4,581,863 408,651 1,280,706
====================================== ============================================= =================================
Equity &
Liabilities
Shareholders'
Equity
Share Capital 8 498,592 117,367 190,993
Share Premium 8 5,422,467 49,555 710,200
Currency
Translation
Reserves 1,342 (258) (9,169)
Share option
reserves 7 84,002 134,320 448,356
Merger Reserve (161,446) - (161,446
Retained
earnings (1,450,216) (65,836) (658,032)
-------------------------------------- --------------------------------------------- ---------------------------------
Total Equity 4,394,741 235,148 520,901
Current
Liabilities
Convertible
loan notes 6 - 110,031 113,366
Trade and
other
payables 5 187,122 63,472 646,439
Total
Liabilities 187,122 173,502 759,805
--------------------------------------
Total Equity
and
Liabilities 4,581,863 408,651 1,280,706
====================================== ============================================= =================================
Consolidated Statement of Cash flows
for the six months ended 31
March 2023
Unaudited Unaudited Unaudited
6 months 6 months Year
ended ended ended
31 March 31 March 31 Dec
Notes '23 '22 '22
GBP GBP GBP
Cash flows from operating activities
Loss for the period (1,188,072) (54,901) (619,598)
Adjustments for :
Depreciation 652 - 510
Impairment 23,464 - 23,007
Finance expense 90,631 12,353 97,202
Finance income (126,736) (5,512) -
Currency Translation (4,969) (8,535) (4,820)
Decrease / (Increase) in trade
and other receivables 4,010 (8,478) (527,017)
Increase in trade and other payables 334,472 62,211 507,415
Net cash used in operating activities (866,548) (2,862) (523,301)
Cash flows from investing activities
Acquisition of property, plant
and equipment (2,103) - (2,122)
Acquisition of intangible exploration
assets (772,864) (264,212) (424,679)
Net cash from investing activities (774,967) (264,212) (426,801)
Cash flows from financing activities
Proceeds on the issue of share
capital 3,055,151 166,837 338,010
Proceeds on the issue of convertible
loan notes - 237,525 453,463
Director's loan (100,000) - 100,000
Net cash from financing activities 2,955,151 404,362 891,473
Net increase / (decrease) in
cash and cash equivalents 1,313,636 137,288 (58,629)
Cash and cash equivalents at
start of period 264,526 87 155,613
Cash and cash equivalents at
end of period 1,578,162 137,375 96,984
Consolidated Statement of Changes in Equity
for the six months ended 31 March 2023
Share Option Other Retained
Share Capital Share Premium Reserves Reserves Earnings Total Equity
Unaudited GBP GBP GBP GBP GBP GBP
Balance at 1
October 2021 85 - - - (10,935) (10,850)
Loss for the
financial
period - - - (258) (54,901) (55,159)
Total
comprehensive
loss for the
period - - - (258) (54,901) (55,159)
Issue of new
shares 117,282 49,555 134,320 - - 301,157
Balance at 31
March 2022
(unaudited) 117,367 49,555 134,320 (258) (65,836) 235,148
Audited
Balance at 1
January 2022 116,580 49,223 133,420 871 (38,434) 261,660
Loss for the
financial
year - - - - (619,598) (619,598)
Fx Adjustment
on opening
retained
earnings - - - (10,040) - (10,040)
Total comprehensive loss for
the year - - - (10,040) (619,598) (629,638)
Issue of new
shares 74,412 660,977 - - - 735,389
Recognition of equity component
of convertible loan notes - - 398,817 - - 398,817
Exercise of
convertible
loan notes - - (248,198) - - (248,198)
Fair value
movement - - 164,317 - - 164,317
Merger Reserve - - - (161,446) - (161,446)
Balance at 31
December 2022 190,993 710,199 448,356 (170,615) (658,032) 520,901
Unaudited
Balance at 1
October 2022 116,580 49,233 133,420 - (262,144) 37,089
Loss for the
period - - - 1,342 (1,188,072) (1,186730)
Total
comprehensive
loss for the
period - - - 1,342 (1,188,072) (1,186730)
Issue of new
shares 382,012 5,547,234 84,002 - - 6,013,248
Share issue
costs - (174,000) - - - (174,000)
Recognition of
equity
component of
convertible
loan notes - - 398,817 - - 398,817
Exercise of
convertible
loan notes
2021 - - (248,198) - - (248,198)
Fair value
movement - - 164,317 - - 164,317
Exercise of
convertible
loan notes
2022 - - (448,356) - - (448,356)
Merger Reserve - - - (161,446) - (161,446)
Balance at 31
March 2023
(unaudited) 498,592 5,422,467 84,002 (160,104) (1,450,216) 4,394,741
Notes to the interim financial information
for the six months ended 31 March 2023
1. Presentation of accounts and accounting policies
(a) Reporting Entity
Fulcrum Metals plc (the "Company") and its subsidiaries
(together, the "Group") explore for and develop mineral reserves in
Canada.
The Company is a public limited company, incorporated,
domiciled, and registered in England and Wales. The registered
number is 14409193. The company's registered office and principal
place of business is Unit 58, Basepoint Business Centre Isidore
Road, Bromsgrove Enterprise Park, Bromsgrove, Worcestershire, B60
3ET, England.
These are the first consolidated financial statements of the
Group following the reorganization of the Group to
facilitate the listing. The result of the application of the
capital reorganization is to present the consolidated financial
statements (including comparatives) as if the Company has always
owned the Group. The share capital structure of the Company as at
the date of the Group reorganization is pushed back to the first
date of the comparative period (10 October 2022). A Merger Reserve
is created as a separate component of equity, representing the
difference between the share capital of the Company at the date of
the Group reorganization and that of the previous top organisation
of the Group.
(b) Basis of preparation
The financial statements have been prepared on the historical
cost basis. Where the carrying value of assets and liabilities are
calculated on a different basis, this is disclosed in the relevant
accounting policy. The accounting policies have been applied
consistently to all financial periods presented in the Consolidated
Financial Statements.
The Group interim financial information has been prepared have
been prepared in accordance with International Financial Reporting
Standards ("IFRS") and their interpretations issued by the
International Accounting Standards Board ("IASB") as adopted by the
United Kingdom ("UK adopted IFRS") insofar as these apply to
interim financial information.
The financial information set out in this interim consolidated
financial information for the six months ended 31 March 2023, and
its comparative information for both the 6 months ended 31 March
2022 and year ended 31 December 2022, is unaudited. The financial
information presented is not statutory accounts and are prepared
only to comply with AIM requirements for interim reporting.
The UK adopted IFRS as applied by the Group in the preparation
of these financial statements are those that were effective on or
before 31 March 2023.
(c) Basis of consolidation
The consolidated interim financial information includes the
results of Fulcrum Metals plc and its subsidiary undertakings. The
financial statements of all group companies are adjusted, where
necessary, to ensure the use of consistent accounting policies.
The Group was formed after the Company, prior to its IPO and
listing on AIM, completed a share for share transaction with
Fulcrum Metals Limited. The Board has taken the view that the most
appropriate way to account for this in line with IFRS is to deem
the share for share exchange as a group reconstruction. This has
been accounted for under the basis of merger accounting given that
the ultimate ownership before and after the transaction remained
the same. There is currently no specific guidance on accounting for
group reconstructions such as this transaction under IFRSs. In the
absence of specific guidance, entities should select an appropriate
accounting policy and IFRS permits the consideration of
pronouncements of other standard-setting bodies. This group
reconstruction as scoped out of IFRS 3 has therefore been accounted
for using predecessor accounting principles resulting in the
following practical effects;
(iv) The net assets of the Company and the predecessor group,
Fulcrum Metals Limited and its subsidiary undertakings (the
"Predecessor Group"), are combined using existing book values, with
adjustments made as necessary to ensure that the same accounting
policies are applied to the calculation of the net assets of both
entities;
(ii) No amount is recognised as consideration for goodwill or
negative goodwill;
(iii) The consolidated profit and loss account includes the
profits or losses of the company and the Predecessor Group for the
entire period, regardless of the date of the reconstruction, and
the comparative amounts in the consolidated financial statements
are restated to the figures presented by the Predecessor Group;
(iv) The retained earnings reserve includes the cumulative
results of the Company and the Predecessor Group, regardless of the
date of the reconstruction, and the comparative amounts in the
statement of financial position are restated to those presented by
the Predecessor Group.
(d) Significant accounting policies
The Group has presented below key extracts of its accounting
policies.
(e) Going concern - basis of accounting
The Directors have prepared the financial statements on the
going concern basis which assumes that the Group and Company will
continue in operational existence for at least twelve months from
the date of the approval of these financial statements as described
below.
The Group generated a (loss) for the financial period 31 March
2023 (GBP1,188,072)), net assets of GBP4,394,741 and a cash balance
of GBP1,578,162 at the statement of financial position date.
In February 2023, Fulcrum Metals PLC completed the process of an
IPO onto the AIM market of the London Stock Exchange and raised
GBP3.0 million in connection with the admission of the company to
fund the new Group and expect that funding requirements will be met
for a minimum of 12 months from the date of this report.
Having considered the risks and uncertainties of the business,
their projections for the future performance of the Company, and
the current uncertain economic environment, the Directors have a
reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in
preparing the
financial statements.
Based on the above considerations and assessment, the Directors
are satisfied that no significant doubt exists on the company's
ability to continue as a going concern and adequate disclosure has
been made in the financial statements.
(f) Intangible Assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation
assets when it determines that those assets will be successful in
finding specific mineral resources. Expenditure included in the
initial measurement of exploration and evaluation assets and which
are classified as intangible assets, relate to the acquisition of
rights to explore, topographical, geological, geochemical and
geophysical studies, exploratory drilling, trenching, sampling and
activities to evaluate the technical feasibility and commercial
viability of extracting a mineral resource. Capitalisation of
pre-production expenditure ceases when the mining property is
capable of commercial production.
Exploration and evaluation assets are recorded and held at cost.
Exploration and evaluation assets are assessed for impairment
annually or when facts and circumstances suggest that the carrying
amount of an asset may exceed its recoverable amount. The
assessment is carried out by allocating exploration and evaluation
assets to cash generating units, which are based on specific
projects or geographical areas. IFRS 6 permits impairments of
exploration and evaluation expenditure to be reversed should the
conditions which led to the impairment improve. The Group
continually monitors the position of the projects capitalised and
impaired.
Whenever the exploration for and evaluation of mineral resources
in cash generating units does not lead to the discovery of
commercially viable quantities of mineral resources and the Group
has decided to discontinue such activities of that unit, the
associated expenditures are written off to the Income
Statement.
Impairment
Exploration and evaluation assets are reviewed regularly for
indicators of impairment and costs are written off where
circumstances indicate that the carrying value might not be
recoverable. In such circumstances, the exploration and evaluation
asset is allocated to development and production assets within the
same cash generating unit and tested for impairment. Any such
impairment arising is recognised in the income statement for the
period. Where there are no development and production assets, the
impaired costs of exploration and evaluation are charged
immediately to the income statement.
(g) Judgements and key sources of estimation uncertainty
The preparation of the Group Financial Statements in conformity
with IFRSs requires Management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of expenses during the
year. Actual results may vary from the estimates used to produce
these Financial Statements.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
Significant items subject to such estimates and assumptions
include, but are not limited to:
Impairment of exploration and evaluation costs
Exploration and evaluation costs have a carrying value at 31
March 2023 of GBP2,785,456 (31 March 2022: GBP264,212) (31 December
2022: GBP651,488): refer to Note 3 for more information. The Group
has a right to renew exploration permits and the asset is only
depreciated once extraction of the resource commences. Management
tests annually whether exploration projects have future economic
value in accordance with the accounting policy stated in Note (g).
Each exploration project is subject to an annual review by either a
consultant or senior company geologist to determine if the
exploration results returned during the year warrant further
exploration expenditure and have the potential to result in an
economic discovery. This review takes into consideration the
expected costs of extraction, long term metal prices, anticipated
resource volumes and supply and demand outlook. In the event that a
project does not represent an economic exploration target and
results indicate there is no additional upside, a decision will be
made to discontinue exploration. The directors concluded that an
impairment charge of GBP23,930 was required as at 31 December
2022.
See Note 3 for the directors' assessment.
Valuation of warrants
The Group has made awards of warrants over its unissued share
capital to certain Directors and employees as part of their
remuneration package. Certain warrants have also been issued to
shareholders as part of their subscription for shares and to
suppliers for various services received.
The valuation of these options and warrants involves making a
number of critical estimates relating to price volatility, future
dividend yields, expected life of the options and forfeiture
rates.
2. Exceptional Items
These are costs incurred on the admission to AIM.
3. Intangible assets
Intangible assets comprise acquisition, exploration and
evaluation costs. Exploration and evaluation assets are all
internally generated. These are measured at cost and have an
indefinite asset life. Once the pre-production phase has been
entered into, the exploration and evaluation assets will cease to
be capitalised and commence amortisation.
Exploration & Evaluation Assets - Cost
and Net Book Value
Mineral
licence
Cost GBP
At 1 October 2021 -
Additions 264,212
At 31 March 2022 264,212
At 1 January 2022 250,740
Additions 424,679
Impairment -23,930
At 31 December 2022 651,489
At 1 October 2022 257,066
Additions 2,552,320
Impairment -23,930
At 31 March 2023 2,785,456
To bolster the portfolio ahead of the intended listing the
company agreed to acquire the Big Bear exploration property in
Ontario, Canada, from LSE listed Panther Metals (LSE: PALM) dated 6
April 2022. The Big Bear property is an extremely prospective high
grade gold project with numerous mineral occurrences of up to
0.71g/t in soils, rock chip samples of up to 105.5g/t and with a
high-quality Airborne survey covering the majority of the property
outlining 39 high priority geophysical anomalies for investigation.
A condition of the final execution of this agreement is that the
company would gain a listing on the AIM market in London by 31
October 2022 and upon listing results in the payment of GBP200k
cash to Panther Metals PLC and the issuance of shares in a Fulcrum
Metals listed entity so that Panther Metals hold 20% of the total
shares in issue.
The Big Bear project adjoins the existing Fulcrum fully owned
Syenite Lake project (acquired 21/03/21) which was further enlarged
through the acquisitions of 22 mining claims staked by Fulcrum
Metals (Canada) Ltd on 07/04/22 and the adjoining Rongie Lake and
Lost Lake projects from OnGold Invest Corp effective 17 April
22.
The enlarged Big Bear project is just 14km west of the Jackfish
Lake project (under option pursuant to agreement dated 22/04/2021)
which combined establishes a significant high grade gold project
footprint in the Western end of the Schreiber - Hemlo greenstone
belt covering approximately 113 square kilometres.
The agreement was subsequently amended by an amended and
restated agreement entered into on 30 January 2023 in which PMCL
agreed to sell to Fulcrum Metals plc, the entire issued share
capital in Panther Big Bear (Canada) Ltd ("Big Bear SPV") which
holds the entire registered and beneficial interest in and to the
mineral claims located in Ontario known as the Big Bear
Project.
Effective 6 October 2022, the company expanded the Charlot Lake
Uranium project by acquiring, North Neely Lake, East Neely Lake,
and West Neely Lake properties totaling 2,076ha. North Neely Lake
is a Uranium property with grab samples up to 0.43% U308. East and
West Neely Lake comprise the South Neely Lake project area with
grab samples up to 6.22% U308 and historic diamond drilling report
from a previous operator (T. Connors Diamond Drilling Co., 1936)
report shallow (<50m) mineralised intervals of up to 0.5m @ 42.9
g/t gold. It has not been possible to verify the assays in this
historic report, although it is reported that the drill core
remains on the property, and it is possible that it may be in a
condition which allows future verification.
The exploration projects are at an early stage of development
and there are no JORC (Joint Ore Reserves Committee) or non-JORC
compliant resource estimates available to enable value in use
calculations to be prepared. The Directors therefore undertook an
assessment of the following areas and circumstances that could
indicate the existence of impairment:
The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
- No further exploration or evaluation is planned or budgeted for;
- A decision has been taken by the Board to discontinue
exploration and evaluation in an area due to the absence of a
commercial level of reserves; or
- Sufficient data exists to indicate that the book value will
not be fully recovered from future
development and production.
Following their assessment, the Directors concluded that an
impairment charge of GBP23,930 was required at 31 December 2022
based on a decision after the year end to drop a number of cells
from both the Tocheri lake and Beavertrap projects
4. Cash and cash equivalents
31/03/2023 31/03/2022 31/12/2022
GBP GBP GBP
----------- ----------- --------------
Cash at bank and in hand 1,578,162 137,375 96,984
----------- --------------
All of the cash at bank is held with institution with an
AA-credit rating.
5. Creditors: amounts falling due within one year
31/03/2023 31/03/2022 31/12/2022
GBP GBP GBP
Convertible loan notes (see note
6) - 110,031 113,366
Trade creditors 105,169 33,798 139,501
Other creditors 33,335 29,674 150,399
Accruals 48,618 - 356,539
187,122 173,503 759,805
=========== ============== ===========
6. Convertible loan notes
The convertible loan notes (the "2021 CLNs") were issued by
Fulcrum Metals Limited ("FML") on 19 November 2021 at an issue
price of GBP 0.10 per note. The notes were convertible into
ordinary shares of FML at any time between the date of issue of the
notes and their settlement date. On 24 November 2022, the 2021 CLNs
were converted into 2,339,829 shares at GBP0.10 per share.
On 5 July 2022, 28 September 2022, and 17 October 2022 FML
issued CLNs to investors to raise funds of GBP453,463 at a
conversion price is 70% of IPO share price (the "2022 CLNs").
On 8 February 2023, the 2022 CLNs issued by Fulcrum Metals
Limited to investors were cancelled and reissued in the name of
Fulcrum Metals Plc, under a deed of surrender and cancellation
agreement entered into on 24 November 2022. Under this agreement
the 2022 Loan notes were cancelled and, in their place (and in
consideration of the creation of an inter-company debt of
GBP453,463 owed by FML to Fulcrum Metals plc), Fulcrum Metals plc
issued GBP453,463 of new loan notes. Subsequently, following the
IPO onto the AIM in London, the CLN holders exercised their right
to convert the loan notes to share capital under the loan note
agreement.
The net proceeds received from the issue of the convertible loan
notes have been split between the financial liability element and
an equity component, representing the fair value of the embedded
option to convert the financial liability into equity of the
Company, as follows:
Convertible loan notes
31/03/2023 31/03/2022 31/12/2022
GBP GBP GBP
Opening Balance - - 235,933
Convertible loan notes exercised (453,463) - (235,933)
Proceeds of issue of convertible loan
notes 453,463 237,509 453,463
Transaction costs - - -
Net proceeds from issue of convertible
loan notes - 237,509 453,463
=========== =========== ===========
Equity component - 127,479 398,817
Transaction costs relating to equity
component - - -
Amount classified as equity - 121,479 398,817
=========== =========== ===========
Liability component - 110,031 113,336
Interest charged (using effective interest
rate)
Carrying amount of liability component
at 31 March 2023 - 110,031 113,366
=========== =========== ===========
7. Share based payments
The fair value of the equity-settled warrants was determined by
the Binomial Option model, the parameters are defined below:
Equity-settled warrants
In February 2023, deeds of surrender and cancellation were
entered into in by each of the holders of the Investor Warrants and
Vendor Warrants with Fulcrum Metals Limited and Fulcrum Metals plc
pursuant to which each of the 1,169,915 Investor Warrants and the
118,862 Vendor Warrants were cancelled and, in their place, on
14(th) February 2023 Fulcrum Metals plc issued 1,169,915 New
Investor Warrants and New Vendor Warrants pursuant to a new
investor warrant instrument and a new vendor warrant instrument to
subscribe for ordinary shares in the capital of the Company.
In consideration for the purchase of Big Bear, Fulcrum Metals
plc also agreed to grant to PMCL: (i) a warrant to subscribe for
Ordinary Shares in the amount of GBP125,000, exercisable at the
Placing Price during the period of two years after Admission; and
(ii) a warrant to subscribe for Ordinary Shares in the amount of
GBP125,000, exercisable at 150 per cent. of the Placing Price
during the period of three years after Admission.
2023
Granted on: 14/02/2023
Life (years) 2/3 years
Share price GBP 0.14
Exercise price - investor GBP 0.175
Exercise price - vendor GBP 0.263
Number of warrants granted 2,480,040
Risk free rate 1.95%
Expected volatility 65%
Expected dividend yield 0%
Total fair value GBP84,002
The movement of warrants for the period to 31 March 2023 are
shown below:
Weighted Number of Weighted
Average Warrants average remaining
Exercise life contracted
Price
Investor warrants GBP0.175 1,169,915 2 year
Vendor warrants GBP0.263 119,649 2 year
Panther Vendor warrants GBP0.263 1,190,476 2/3 year
The total charge to the statement of comprehensive income for
the period ended 31 March 2023 was GBP90,631 (31 March 2022:
GBP12,353, 31 December 2022: GBP97,202)
8. Share capital
31/03/2023 31/03/2022 31/12/2022
Authorised
100,000,000
ordinary
shares
at EUR0.01
each 100,000,000 100,000,000 100,000,000
Issued,
called up
and fully
paid:
Number
of Ordinary Share Capital Share Premium Total
Shares GBP GBP GBP
At 1 October
2021 - 85 - 85
Issue of new
shares - 117,282 49,555 166,837
At 31 March
2022 - 117,367 49,555 166,922
At 1 January
2022 13,873,982 116,580 49,223 165,803
Issue of new
shares 5,225,248 74,412 660,977 735,389
At 31
December
2022 19,099,230 190,993 710,199 901,192
At 1 October
2022 15,590,651 116,580 49,233 165,813
Issue of new
shares 34,268,543 382,012 5,373,234 5,755,246
At 31 March
2023 49,859,194 498,592 5,422,467 5,921,059
All shares hold the same voting and dividend rights.
On 4 March 2022, the Company completed a placing of 291,667 new
ordinary shares of EUR0.01 at a price of EUR0.12 per ordinary
share, raising gross proceeds of GBP30,916.70 and increasing share
capital by GBP2,916.
On 28 April 2022, the Company completed a placing of 600,000 new
ordinary shares of EUR0.01 at a price of EUR0.01 per ordinary
share, raising gross proceeds of GBP6,000 and increasing share
capital by GBP6,000.
On 3 May 2022, the Company completed a placing of 791,668 new
ordinary shares of EUR0.01 at a price of EUR0.14 per ordinary
share, raising gross proceeds of GBP101,333.50 and increasing share
capital by
GBP7,917.
On 11 May 2022, the Company completed a placing of 33,334 new
ordinary shares of EUR0.01 at a price of EUR0.12 per ordinary
share, raising gross proceeds of GBP3,533.40 and increasing share
capital by GBP333.
On 6 October 2022, the Company completed a placing of 600,000
new ordinary shares of GBP0.01 at a price of GBP0.128 per ordinary
share, raising gross proceeds of GBP76,800 and increasing share
capital by
GBP6,000.
On 26 October 2022, the Company completed a placing of 568,750
new ordinary shares of EUR0.01 at a price of EUR0.19 per ordinary
share, raising gross proceeds of GBP97,825 and increasing share
capital by
GBP5,687.
On 24 November 2022, the Company exercised the convertible loan
notes by completing a placing of 2,339,829 new ordinary shares of
EUR0.01 at a price of EUR0.12 per ordinary share, raising gross
proceeds of GBP235,933 and increasing share capital by
GBP23,398.
On 24 November 2022, the owners of the entire issued share
capital of FML (the "Transferors") each entered into a Share
Exchange Agreement with Fulcrum Metals plc and FML, pursuant to
which the Transferors transferred the FML Shares held by each of
them to the Company in return for consideration of GBP901,191.83,
which was satisfied by the issue and allotment of 19,099,230
Ordinary Shares in the capital of the Company to the Transferors
(credited as fully paid).
In February 2023 following admission to AIM and the IPO listing,
the company completed a placing of 16,571,429 new ordinary shares
of GBP0.01 at a price of GBP0.175 per ordinary share, raising a
gross proceeds of GBP2.9 million and increasing share capital by
GBP165,714.
Upon Aim listing additional shares of 614,285 ordinary shares of
GBP0.01at a price of GBP0.175 per ordinary share were also issued
to the directors in settlement of loan GBP100,000 and vendors
GBP7,500 in lieu of services provided.
In consideration for the purchase of Big Bear, Fulcrum Metals
plc also allotted, on the closing date (immediately prior to
Admission), 9,971,839 ordinary shares of GBP0.01 (20 per cent. of
the total issued enlarged share capital on Admission) at a price of
GBP0.175 per ordinary share to Panther Metals Canada Limited.
On 14 February 2023, the convertible loan note holders exercised
their right to convert the loan notes to 3,602,411 ordinary shares
of GBP0.01 at a price of GBP0.1225 per ordinary share.
9. Events after the end of the reporting period
On 17 April 2023, Fulcrum Metals Canada Limited ("FMCL"), the
100% owned subsidiary of Fulcrum Metals
Limited, expanded the Winston Lake project acquiring the Carib
Creek East property consisting of 42 mining claims covering
approximately 8.9 square kilometres. Ryan Mee, Director of Fulcrum
Metals Ltd and Chief Executive Officer of Fulcrum Metals PLC sold
the mining claims to the company. A sedimentary-volcanic contact
Zone has been mapped across the length of the property exhibiting
alteration reportedly similar to that of the high-grade zinc-copper
deposit at Winston Lake. Historic soil sampling at Carib Creek East
has previously returned anomalous copper values over an area of
approximately 2 square kilometres, with values ranging up to
1,100ppm copper. Copper mineralisation has previously been
discovered on the property in quartz-carbonate veins, returning
grab sample assays from 0.97% to 1.35% copper, with separate veins
containing semi-massive iron sulphides, however no drilling was
carried out.
The Directors are not aware of any events or circumstances
arising which had not been dealt with in this Report which may have
a significant impact on the Company.
APPENDIX I
Click here:
http://www.rns-pdf.londonstockexchange.com/rns/4535E_1-2023-6-29.pdf
for a copy of the Audited Annual Accounts for the year ended 31
December 2022 for FML and FMCL
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IR QKLFLXQLZBBV
(END) Dow Jones Newswires
June 30, 2023 02:00 ET (06:00 GMT)
Fulcrum Metals (LSE:FMET)
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