TIDMFMET
RNS Number : 4302I
Fulcrum Metals PLC
07 August 2023
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7 August 2023
Fulcrum Metals plc
("Fulcrum" or the "Company" or the "Group")
Acquisition of Tully Gold Project and GBP520,000 convertible
loan note fundraise
Fulcrum Metals plc (LON: FMET), a company focused on mineral
exploration and development in Canada , is pleased to announce that
it has entered into a mineral claim purchase agreement (the
"Purchase Agreement" or "Agreement") made between the Company, its
wholly owned subsidiary Fulcrum Metals (Canada) Ltd ("FMCL") and
TSX-listed 1911 Gold Corp. ("1911") (TSXV:AUMB) to acquire a 100%
interest in the Tully Gold project ("Tully" or the "Project")
located in Timmins, Ontario. Under the terms of the Agreement, FMCL
will purchase all legal and beneficial interest from Tully for a
purchase price of CAD800,000 cash (the "Cash Purchase Price"), plus
a 1.5% net smelter return royalty (the "NSR Royalty") in 1911's
favour.
Tully is located 25 kilometres northeast of Timmins (Figure 1
below) and includes an historic Indicated and Inferred Mineral
Resource consistent with NI--43--101 reporting requirements and
estimated in accordance with the Canadian Institute of Mining,
Metallurgy and Petroleum ("CIM") definitions. The Project is
located within the world-class Timmins-Porcupine Gold Camp and is 2
kilometres southwest of the Bradshaw Gold Project of Gowest Gold
Ltd., where work is underway to restart mine operations.
The Company also today announces that it has raised GBP325,000
by the issue of unsecured convertible loan notes (the "Loan Notes")
to new and existing shareholders (the "Subscribers"), and that, in
addition, certain directors of the Company have indicated their
intention to subscribe for GBP195,000 of Loan Notes (the
"Fundraising"). Following the subscriptions for Loan Notes by such
directors of the Company, the gross proceeds of the Fundraising
will be GBP520,000. The net proceeds from the Fundraising will be
used by the Company to satisfy the consideration due under the
Purchase Agreement, costs and for working capital needs.
Key points on the Fundraising and terms of the Loan Notes
-- GBP325,000 raised via the issue of the Loan Notes with the
nominal amount of each note being GBP1, with the Loan Notes due for
repayment on 31 July 2025 (the "Redemption Date").
-- Certain directors of the Company have indicated their
intention to subscribe for a total of GBP195,000 of the Loan Notes,
which will bring the gross proceeds of the Fundraising to
GBP520,000.
-- The Loan Notes of a Subscriber are convertible at 18.5 pence
per ordinary share of 1 pence each ("Ordinary Share") at any time
at the election of that Subscriber.
-- Interest is payable on the Loan Notes at 12% per annum
compounded semi-annually on 30 June and 31 December each year and
to be capitalised and added to the loan principal rather than paid
in cash during the term of the loan.
-- The Loan Notes automatically convert into new Ordinary Shares
at 18.5 pence per Ordinary Share should the Fulcrum Metals share
price be equal to or exceed a volume-weighted average share price
of 24 pence for five consecutive trading days.
-- Clear Capital Markets Limited, as broker to the Fundraising,
will be issued with 87,838 warrants at a price of 18.5 pence per
Ordinary Share exercisable for a period of three years.
Key Points on The Acquisition: Tully
Opportunity to acquire an advanced gold exploration project with
an estimated 107,000 ounce of gold resource (Tully Deposit Mineral
Resource Estimate, 15 December 2013 by Francis Minerals Ltd) at a
cost of less than USD$6 per ounce. Key points include:
-- Established mine camp with excellent infrastructure
-- Along the prolific Timmins-Porcupine Gold Belt which has produced >70Moz (Figure 2)
-- Historic gold resource of 107,000 ounces; with 76,000 ounces
at 6.56g/t Au in Indicated category and 31,000 ounces at 5.17g/t Au
in Inferred category, reported consistent with NI--43--101
reporting requirements, which is considered as economic grade for
underground mining
-- Gold resource delineated over 600 metres of 1,600 metres of
traced strike length through drilling
-- High grade potentially 'free milling' gold associated with
pyrite in quartz-carbonate veins - may be amenable to simple
gravity separation, subject to recovery test work
-- Visible gold identified in historical drill core (Figure 4)
-- Opportunity to expand resource by strategic infill drilling,
drilling along strike and drilling down plunge to the Northeast
-- Drilling by SGX Resources in 2013 extended the deposit 100m
eastward and to depth by 250m from limits of previous drilling with
peak intercept in drill hole SGX-13-15 of 14m at 20.1g/t gold from
247.35m which included 472g/t gold over 0.5m (Figure 3)
-- Prospective structures splaying off the Porcupine-Destor
Fault are highly prospective for gold and several are yet to be
evaluated (Figure 5)
-- Historical development of similar deposits in the Timmins
camp has tended to significantly expand the deposits once under
development and many extend to considerable depth
-- New underground mine development at Bradshaw within 2km and
nearby processing facility at Timmins provides potential commercial
opportunities
-- Representative from the Company visited the Tully property on
23 and 24 May 2023 and viewed stored drill core (Figure 6) as part
of the project verification (Figure 7)
-- Low property maintenance costs - consists of one lease
requiring less than CA$1,000 per annum and eleven mining claims
requiring CA$4,400 to keep in good standing from 14 July 2027
Directors' intended participation in the Loan Notes
Ryan Mee (Chief Executive Officer), John Hamilton (Chief
Financial Officer), Aidan O'Hara (Corporate Development Director),
Clive Garston (Non-Executive Chairman) and Alan Mooney
(Non-Executive Director) (the "Director Subscribers") have
indicated their intention to subscribe for a total of GBP195,000 of
Loan Notes as set out below.
Number of
new Ordinary
Shares issued
Current holding Loan Notes on Conversion
Holding of as percentage intended to of Loan Notes
Existing Ordinary of Existing be subscribed (in the event
Name Shares Ordinary Shares for of conversion)**
Ryan Mee* 6,899,786 13.84% GBP75,000 405,405
------------------- ----------------- --------------- ------------------
Aidan O'Hara* 6,875,485 13.79% GBP75,000 405,405
------------------- ----------------- --------------- ------------------
Clive Garston 600,000 1.20% GBP17,500 ***94,595
------------------- ----------------- --------------- ------------------
John Hamilton Nil Nil GBP12,500 67,568
------------------- ----------------- --------------- ------------------
Alan Mooney Nil Nil GBP15,000 81,081
------------------- ----------------- --------------- ------------------
* In addition to the shareholdings set out in the table above,
OnGold Invest Corp. ("OnGold"), a company owned equally by Ryan
Mee, Aidan O'Hara and Mitchell Smith, owns 312,500 Ordinary Shares
in the Company. OnGold is not subscribing for Loan Notes in the
Fundraising.
** excluding any accrued interest on the Loan Notes that may be
capitalised.
*** Clive Garston has indicated that the Loan Notes intended to
be subscribed for by him will be subscribed for by St James
Friendly Society and held in a fund in which Clive Garston is the
sole beneficiary.
Ryan Mee, Chief Executive Office of Fulcrum Metals plc,
commented:
"Tully represented a rare opportunity for Fulcrum to acquire
100% of a highly prospective gold project with a historical
resource reported in line with NI-43-101 requirements, no
significant annual exploration work requirements, and significant
upside potential in a truly world-class mining camp.
"We thank our existing and new investors for their support in
the fund raising to make this acquisition possible and believe it
provides them with exposure to an advanced gold exploration project
which is now the most advanced project in Fulcrum's portfolio.
"The acquisition is in line with the Company's stated strategy
to identify and acquire projects that have the potential to
increase shareholder value. Tully is an exciting project that
benefits from an existing gold resource which has the potential to
be increased and has excellent infrastructure at relatively low
all-in costs."
Summary of Acquisition Terms
Purchase and Sale
Under the terms of the Agreement, 1911 agrees to sell to FMCL
all legal and beneficial interest in and to the Project free and
clear of all liens, charges, encumbrances and any other rights of
others for a purchase price of CAD$800,000 in cash and subject to
the granting of a 1.5% Net Smelter Return. Of the purchase price,
CAD$100,000 (the "Escrowed Amount") shall be delivered to counsel
for 1911 to be held in escrow until consent from the Ministry for
the transfer of the Lease (the "Lease Transfer Consent") has been
obtained and the Escrowed Amount is released to 1911.
Payment of Purchase Price
At the Closing, anticipated to be on or before 9 August 2023,
CAD$700,000 of the cash consideration will be paid and satisfied by
FMCL with the Escrowed Amount payable to 1911 upon delivery to FMCL
of the original Lease Transfer Consent.
Buy Back of Royalty
In addition, FMCL has an option to purchase one-third of the
original NSR Royalty (thereby reducing the NSR Royalty rate payable
to 1911 from 1.5% to 1.0%) for CAD$300,000, with an additional
option to purchase a further one-third of the original NSR Royalty
(thereby reducing the NSR Royalty rate payable to 1911 from 1.0% to
0.5%) for a further CAD$300,000 at any time or from time to time,
after the NSR Royalty has been granted.
Finder's fee agreement and issue of equity
The Company has also entered into a finder's fee agreement in
relation to the acquisition whereby the Company will pay the
introducer of the Project a finder's fee of 6% of the Cash Purchase
Price (equivalent to CAD48,000). The Company has elected, under the
terms of the agreement, to satisfy two thirds of the finder's fee
through the issue of 101,749 new Ordinary Shares ("Finder's Fee
Shares") at 18.5 pence per Ordinary Share (being equal to the
conversion price of the Loan Notes).
Application will be made to the London Stock Exchange for the
101,749 Finder's Fee Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will occur, and
dealings in such Ordinary Shares will commence, at 8:00 a.m. on 15
August 2023.
Terms of the Loan Notes
The key terms of the Loan Notes are:
Instrument Up to GBP520,000 12% fixed rate unsecured convertible
loan notes 2025 constituted pursuant to a loan instrument
dated 6 August 2023 (the "Instrument"). The Loan Notes
will be transferable in accordance with the terms
of the Instrument but will not be listed on a public
market.
Issue Price Loan Notes of GBP1 each issued at par.
and Nominal
Value
-------------------------------------------------------------
Use of The proceeds of all subscriptions for the Loan Notes
Proceeds will be used to fund the acquisition by the Group
of the Tully gold project and to help fund the Group's
working capital.
-------------------------------------------------------------
Interest Interest at 12% per annum compounded semi-annually
on 30 June and 31 December each year and to be capitalised
and added to the loan principal rather than paid in
cash during the term of the Loan Notes.
-------------------------------------------------------------
Term and The Loan Notes then in issue (so far as not converted)
Repayment will be redeemed on 31 July 2025 ("Redemption Date").
-------------------------------------------------------------
Conversion Voluntary conversion
Convertible into Ordinary Shares at a conversion price
of 18.5 pence per Ordinary Share at the holder's election
at any time during the term of the Loan Note.
Automatic conversion
The Loan Notes automatically convert into new Ordinary
Shares at a conversion price of 18.5 pence per Ordinary
Share should the Fulcrum Metals share price be equal
to or exceed a volume-weighted average share price
of 24 pence for five consecutive trading days.
All conversion prices are subject to standard adjustment
provisions.
-------------------------------------------------------------
Events Any Loan Notes then in issue will be immediately redeemed
of Default at the principal amount together with all accrued
but unpaid interest up to the date of redemption then
outstanding in certain circumstances, including if
the Company does not pay on the due date any amount
payable pursuant to the Instrument or any insolvency
event in relation to the Company or any of its subsidiaries
arises.
-------------------------------------------------------------
Transfer The Loan Notes are transferable, in integral multiples
rights of GBP1,000.
-------------------------------------------------------------
Project Resource
Historic Mineral Resource Estimate December 15, 2013 by Francis
Minerals Ltd
Tully Deposit
Model Classification Tonnes Grade Grams Ounces
(*1000) (Au g/t) Au (*1000) Au
Capped Indicated 358 6.56 2,350 76,000
---------------- --------- ---------- ------------ --------
Capped Inferred 184 5.17 1,000 31,000
---------------- --------- ---------- ------------ --------
Uncapped Indicated 362 8.7 3,150 101,000
---------------- --------- ---------- ------------ --------
Uncapped Inferred 186 7.17 1,337 43,000
---------------- --------- ---------- ------------ --------
Notes
1. CIM Definitions were followed for classification of Mineral Resources.
2. Mineral Resources are estimated at a cut--off grade of 2.5g/t Au.
3. Mineral Resources are estimated at a gold price of $1,510 and
a metallurgical recovery of 92%.
4. High grade assays are capped at 70g/t Au.
5. Bulk density of 2.71 t/m3 as used.
6. Numbers may not add due to rounding.
The Tully Project Overview
The Tully Project Property covering 4.58 square kilometres in
area, is located 25 kilometres northeast of Timmins, Ontario within
an established mine camp with excellent infrastructure. The
Timmins-Porcupine Gold Camp, including the major Dome and Hollinger
mines, is one of the most productive gold fields in the world
primarily from high grade multiple vein systems, with more than
70Moz of gold produced to date.
Prospective structures splay off the Porcupine-Destor Fault
through the Tully area. Mineralisation at Tully occurs within a 30m
wide mafic volcanic unit with an approximate west-southwest strike
and steep northerly dip. The hanging wall consists of sedimentary
rocks and the footwall consists of ultramafic rocks. As currently
understood, the deposit comprises an array of shallowly inclined
quartz-carbonate veins or lenses stacked 'ladder-style' within the
mafic host unit and constrained by its hanging wall and footwall
contacts. The higher-grade core of the deposit extends over 600m
along strike and 400m down dip, and plunges moderately toward the
east-northeast. The mineralised veins/lenses host gold primarily
within irregular pyrite clusters and also commonly as free visible
gold, with assays running as high as 560g/t Au. Lower order gold
values also occur within the host tuff unit outside of the vein
systems included in the resource estimate, sometimes over
considerable widths.
The Tully property occurs within a swampy area and is covered by
blanket of glacial drift, averaging 30m thickness which hid the
deposit from early explorers; thus, the geology is entirely derived
from drillhole and geophysical data. Exploration by a number of
companies over several decades has resulted in the drilling of many
holes - the resource estimate utilised data from an extensive
database of 356 holes totalling 91,623m, with 718 vein intercepts
being interpreted and incorporated into the lens wireframes .
The 2013 resource estimate of 107,000 ounces Au by Francis
Minerals Ltd combined in the Indicated and Inferred categories
(uncapped 144,000 ounces Au) range in grade from 5.17g/t to 6.56g/t
Au which is considered as potentially economic grade for
underground mining. While test work is required to establish the
optimum gold recovery process route from ore the occurrence of a
significant amount of coarse gold suggests that some of the mineral
could be amenable to simple gravity separation.
Deposit upside potential
Several possibilities to significantly enhance the deposit have
been recognised following a site visit and data review. These
include:
o The deposit appears to be potentially open to the southwest,
while drilling down plunge to the northeast made some significant
intercepts which were not included in the resource estimate due to
insufficient drilling. 2013 drilling by SGX Resources Inc. extended
the deposit 100m eastward and to depth by 250m from the limits of
previous drilling. Peak intercept in drill hole SGX-13-15 was:
o 14.0m@ 20.1g/t Au from 247.35m
o Incl. 452g/t Au over 0.5m
Further drilling by Fulcrum has the potential to add significant
gold ounces to the resource in these areas.
o Some holes beneath the current mineral resource were
apparently excluded from the resource due to QAQC issues - there
may be potential to review this work and/or drill new holes to
higher quality standard.
o In deposits such as Tully with nuggety gold some of the gold
can be 'lost' during the sample preparation/assaying process. The
use of screened metallic assay techniques can overcome this issue
and Fulcrum proposes to study/resample some of the historic holes
to see if the gold grades may be understated.
o The 2013 resource estimate worked to a cut-off grade which
used US$1,500/oz gold price and an unfavourable CAD/USD exchange
rate of 1.02. An updated resource estimate using more current
parameters may allow utilisation of a higher cut-off grade which
could expand the Tully resource.
o Historical development of similar nuggety gold vein deposits
in the Timmins camp, such as the Dome mine, has tended to
substantially expand the deposits once underground development is
carried out and many extend to considerable depth. It has been
noted at Dome that 40 to 60% of drill holes completed through
multi-vein gold structures and 50 to 80% of holes completed through
single vein structures failed to return any gold values in excess
of 1.7g/t in areas that were ultimately mined. This suggests that
eventual underground exploration development at Tully has the
potential to significantly expand the deposit.
The new underground mine construction at Bradshaw within 2km of
Tully and the presence of other nearby processing facilities at
Timmins provides potential options in relation to the future
development of Tully.
Figure 1- Location of the Tully project, Timmins, Ontario
Figure 2 - Prolific Porcupine-Destor camp, Timmins, Ontario
Figure 3 - Composite cross section of drilling in 2013 by SGX
Resources
Figure 4 - Examples of Visible gold in drill hole 13-07 at
104.25 metres
Figure 5 - Geology and magnetic data
Figure 6 - Fulcrum site visit to drill storage site
Figure 7 - Drill core from SGX-13-20 between 244 - 253.5 metres.
Drill SGX-13-20 assayed 9.01g/t gold from 241.0 - 247.7 metres
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 Ireland. Mr Slowey
has sufficient experience relevant to the style of mineralisation
and type of deposit under consideration and to the activity which
has been undertaken to qualify as a "Qualified Person" in
accordance with the AIM Rules Guidance Note for Mining and Oil
& Gas Companies. Mr Slowey consents to the inclusion in the
announcement of the matters based on their information in the form
and context in which it appears.
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 T el: +44 (0) 203 328
5656
Clear Capital Markets Limited (Broker)
Bob Roberts T el: +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
Canada, widely recognised as a top mining jurisdiction.
Fulcrum currently holds a beneficial 100% interest in highly
prospective gold and base metals projects in Ontario and Uranium
projects in Saskatchewan.
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 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. A recent structural study identified 42 priority
exploration targets, of which 24 targets within the Big Bear
property and 18 in the Jackfish property, with 14 in total (9 on
Big Bear and 5 on Jackfish) being ranked as high priority for
follow-up. The properties have the potential to host a large,
structurally controlled, stratabound-style banded iron formation
(BIF) gold prospect similar to the Musselwhite deposit (McNicoll et
al., 2016), in addition to an Archean greenstone, orogenic-style
lode gold prospect, extending past the bounds of known historical
mineral occurrences.
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.
About Tully Property
The Tully property, 458 hectares in area, is located 30
kilometres northeast of Timmins, Ontario and includes the Tully
(Timmins North) deposit, which has been the focus of several
drilling campaigns since its discovery in 1969. The Tully deposit
is located 2 kilometres southwest of the Bradshaw Gold Project of
Gowest Gold Ltd., currently in development. The property is
accessed by an all-weather gravel road that extends 15 kilometres
to the east off of highway 655.
During the year ended 31 December 2022, 1911 Gold expended an
estimated total of approximately CAD$1,000 on the Tully Property
primarily to keep the property in good standing, whilst the value
of the property is estimated to be held in the books of 1911 Gold
at CAD$886,500.
About 1911 Gold Corporation
1911 Gold is a junior explorer that holds a highly prospective,
consolidated land package totalling more than 63,000 hectares
within and adjacent to the Archean Rice Lake greenstone belt in
Manitoba, and also owns the True North mine and mill complex at
Bissett, Manitoba. 1911 Gold believes its land package is a prime
exploration opportunity, with potential to develop a mining
district centred on the True North complex. The Company also owns
the Apex project near Snow Lake, Manitoba and the Denton-Keefer
project near Timmins, Ontario, and intends to focus on organic
growth and accretive acquisition opportunities in North
America.
1911 Gold's True North complex and exploration land package are
located within the traditional territory of the Hollow Water First
Nation, signatory to Treaty No. 5 (1875-76). 1911 Gold looks
forward to maintaining open, co-operative and respectful
communication with the Hollow Water First Nation, and all local
stakeholders, in order to build mutually beneficial working
relationships.
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