Result of Entitlement Issue & Directors' Dealings

Future Metals NL

08 February 2024

 

Not for release to US wire services or distribution in the United States

8 February 2024

Future Metals NL

Result of Entitlement Issue and Directors' Dealings

Future Metals Successfully Raises A$3.3m

Future Metals NL ("Future Metals" or the "Company", ASX | AIM: FME) announces the result of its underwritten, non-renounceable entitlement issue (the "Entitlement Issue"), details of which were announced on 15 December 2023, which closed on 1 February 2024, raising gross proceeds of A$3.3 million (approximately £1.7 million).

The net proceeds received from the Entitlement Issue will be utilised for drilling and other exploration activities on the Company's recently acquired Eileen Bore Cu-Ni-PGM Project and to progress value enhancing activities on its Panton Project, following the recent completion of the Panton Scoping Study.

The Entitlement Issue provided Eligible Shareholders with the opportunity to acquire one (1) new Ordinary Share ("New Share") for every four (4) Ordinary Shares (or Depository Interests) held by such shareholders registered at the Record Date, at an issue price of A$0.03 per New Share or £0.016 per Depository Interest, together with one (1) free attaching option (exercisable at a price of A$0.10 per Ordinary Share on or before 22 June 2024) ("Listed Option") for every two (2) New Shares or Depository Interests applied for and issued. The Listed Options will be listed on the ASX only under ticker code ASX:FMEO.

Pursuant to the Entitlement Issue, Eligible Shareholders elected to take up, in aggregate, 15,651,569 New Shares and will therefore be issued an aggregate of 7,825,759 free attaching Listed Options. Jardee Kininmonth, the Company's Managing Director & CEO, elected to take up his full entitlement of 397,151 New Shares and will be issued 198,575 free attaching Listed Options.

CPS Capital Group Pty Ltd ("CPS") acted as Underwriter to the Entitlement Issue and will be issued an aggregate of 93,236,695 New Shares (representing approximately 16.9% of the Company's ordinary share capital as enlarged by the Entitlement Issue) and 46,618,347 Listed Options in accordance with the Underwriter Agreement. CPS shall receive an underwriting fee equivalent to 6% of the gross proceeds raised under the Entitlement Issue and be issued 43,634,453 Underwriter Options, exercisable at a price of A$0.10 each and expiring three years from the date of issue, subject to Shareholder approval being obtained at a general meeting of the Company to be convened in due course.

As set out in the supplementary prospectus dated 8 February 2024, which is available on the Company's website, Patrick Walta, Future Metals' Executive Chair, has entered into a sub-underwriting agreement, pursuant to which Mr Walta will take up 1,666,666 New Shares and therefore be issued 833,333 free attaching Listed Options. The Company intends to rely on ASX Listing Rule 10.12 Exception 2 to permit Mr Walta to sub-underwrite the Entitlement Issue and, accordingly, shareholder approval under ASX Listing Rule 10.11 is not required. Mr Walta has agreed to waive all underwriting fees.

In aggregate, under the Entitlement Issue, 110,554,930 New Shares, 55,277,439 Listed Options, and, subject to shareholder approval, 43,634,453 Underwriter Options are being issued, raising gross proceeds of A$3.3 million (approximately £1.7 million).

Admission of the new securities to the ASX

15,651,569 of the New Shares and 7,825,759 of the Listed Options subscribed for by Eligible Shareholders under the Entitlement Offer will be allotted and issued pursuant to ASX Listing Rule 7.1 Exception 1 and ASX Listing Rule 10.12 Exception 1 on 8 February 2024 and will commence (T+2) trading on 12 February 2024. 94,903,361 of the New Shares and 47,451,680 of the Listed Options subscribed for by the Underwriter and Mr Walta will be allotted and issued pursuant to ASX Listing Rule 7.2 Exception 2 and ASX Listing Rule 10.12 Exception 2, respectively on 22 February 2024 and will commence (T+2) trading on 26 February 2024.

Admission of the New Shares to trading on AIM

The aggregate 110,554,930 New Shares shall be admitted to trading on AIM in two tranches. Application has and will be made to the London Stock Exchange plc for admission to trading on AIM of 15,651,569 New Shares to take effect at 8.00 a.m. (London time) on or around 12 February 2024 ("First Tranche Admission"), and of 94,903,361 New Shares to take effect at 8.00 a.m. (London time) on or around 26 February 2024 ("Second Tranche Admission").

The number of Ordinary Shares in issue, and the total voting rights in the Company, on First Tranche Admission and Second Tranche Admission will be 457,871,290 and 552,774,651, respectively. These figures may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change of their interest in, the Company under the provisions of the Company's constitution.

Related Party Transactions

Mr Kininmonth and Mr Walta are directors of the Company and their participations in the Entitlement Issue and associated underwriting agreements (as applicable) are related party transactions pursuant to Rule 13 of the AIM Rules for Companies (the "Directors' Participations"). Accordingly, the directors of the Company independent of such related party transactions, being Justin Tremain and Elizabeth Henson, consider, having consulted with Strand Hanson Limited in its capacity as the Company's nominated adviser, that the terms of the Directors' Participations are fair and reasonable insofar as the shareholders of Future Metals are concerned.

This announcement has been approved for release by the Board of Future Metals NL.

Unless otherwise defined herein, capitalised terms shall have the same meanings as ascribed to them in the Company's RNS announcement dated 15 December 2023.

For further information, please contact:

Future Metals NL	[phone]
Jardee Kininmonth	[e-mail]
Strand Hanson Limited (Nominated Adviser)	[phone]
James Harris/James Bellman
Panmure Gordon (UK) Limited (UK Broker) John Prior/Hugh Rich/Rauf Munir	[phone]
FlowComms (UK IR/PR)	[phone]
Sasha Sethi

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as is forms part of United Kingdom domestic law pursuant to the European Union (Withdrawal) Act 2018, as amended.

PDMR Notification Forms:

The notification of dealing forms set out below are provided in accordance with the requirements of the UK Market Abuse Regulation.

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.    Jardee Kininmonth 2.    Patrick Walta
2.	Reason for the Notification
a)	Position/status	1.    Managing Director & CEO 2.    Executive Chair
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Future Metals NL
b)	LEI	213800WZ1MNQPOAKNU50
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary Shares
	Identification code	AU0000157745
b)	Nature of the Transaction	Subscription of new Ordinary Shares pursuant to the Entitlement Issue
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.    A$0.03 397,151 2.    A$0.03 1,666,666
d)	Aggregated information Aggregated volume Price	N/A (Single transactions)
e)	Date of the transaction	8 February 2024
f)	Place of the transaction	Outside of a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.    Jardee Kininmonth 2.    Patrick Walta
2.	Reason for the Notification
a)	Position/status	1.    Managing Director & CEO 2.    Executive Chair
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Future Metals NL
b)	LEI	213800WZ1MNQPOAKNU50
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Options over Ordinary Shares
	Identification code	AU0000157745
b)	Nature of the Transaction	Issue of options over Ordinary Shares pursuant to the Entitlement Issue
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.    Nil consideration; A$0.10 exercise price 198,575 2.    Nil consideration; A$0.10 exercise price 833,333
d)	Aggregated information Aggregated volume Price	N/A (Single transactions)
e)	Date of the transaction	8 February 2024
f)	Place of the transaction	Outside of a trading venue

 

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