Future Metals Regulatory News (FME)

15 December 2023

Future Metals NL

Underwritten Non-Renounceable Entitlement Issue to Raise A$3.3 million

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

Highlights

§ Fully underwritten one for four (1:4) entitlement issue at A$0.03 per New Share (or £0.016 per Depositary Interest) to raise gross proceeds of A$3.3 million (approximately £1.7 million)

§ One free attaching Australian Listed Option (ASX: FMEO) for every two New Shares taken-up (1:2)

§ Net funds raised will be used for drilling and other exploration activities at the Company's Eileen Bore Project and progress the PFS for the Panton Project following the recent completion and publication of the Company's Scoping Study

Future Metals NL ("Future Metals" or the "Company", ASX | AIM: FME) is pleased to announce that it is undertaking a 1 for 4 non-renounceable entitlement issue, comprising the issue of approximately 110,554,930 new ordinary shares of no par value in the capital of the Company ("Ordinary Shares") (the "New Shares") at a price of A$0.03 per New Share (or £0.016 per Depositary Interest) (which represents a discount of 26.8% to the 5-day volume weighted average price up to and including 12 December 2023 on the ASX), together with 1 free attaching Australian listed option (ASX: FMEO) for every 2 New Shares (or Depositary Interests) applied for and issued, exercisable at a price of A$0.10 on or before 11 June 2024 (the "Listed Options"), to raise approximately A$3.3 million (before costs) (the "Entitlement Issue").

The Entitlement Issue will be offered to holders of Ordinary Shares (or Depositary Interests) in the Company registered as at the Record Date (see below) and who have a registered address in either Australia, New Zealand or the United Kingdom ("Eligible Shareholders").

The Company has entered into an underwriting agreement (the "Underwriting Agreement") with CPS Capital Group Pty Ltd ("Underwriter") to underwrite the Entitlement Issue for up to a value of A$3,316,648, being 100% of the funds proposed to be raised under the Entitlement Issue, based on the number of Ordinary Shares in issue as at the date of the Prospectus. Further details of the Entitlement Issue and the fees payable to the Underwriter are set out in the Prospectus, which is expected to be lodged with the ASIC and ASX today, and will made available on the Company's website at www.future-metals.com.au in due course.

Eligible Shareholders will be offered the opportunity to apply for additional New Shares above their entitlement, from any shortfall that may arise under the Entitlement Issue.

Net proceeds 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 the Pre-Feasibility Study ("PFS") on the Panton Project, following the recent completion and publication of the Company's Panton Scoping Study.

Mr Jardee Kininmonth, Managing Director of Future Metals, commented:

"This fundraising will enable the Company to engage in targeted exploration at its Eileen Bore Project through testing extensional targets, infill drilling and completing initial metallurgical testwork. Additionally, the funds will allow the Company to commence the PFS on its Panton Project, progressing what is one of the most compelling near-term development PGM projects in the western world.

The Company has a very strong platform for growth in 2024 and we look forward to continuing to deliver on our strategy to prepare Panton for development, including potentially incorporating the nearby Eileen Bore into the overall development plan."

Further Information on the Entitlement Issue

Future Metals is offering Eligible Shareholders the opportunity to participate in an Entitlement Issue to raise approximately A$3,316,648 (before expenses). The Entitlement Issue is being priced at A$0.03 per New Share (or £0.016 per Depositary Interest) and will also include one (1) free attaching option ("Entitlement Option") for every two (2) New Shares (or Depositary Interests) issued, with each Entitlement Option being exercisable at a price of A$0.10 per share and having an expiry date of 11 June 2024. Fractional entitlements will be rounded down to the nearest whole number.

The Entitlement Issue will provide Eligible Shareholders, being those shareholders who are recorded on the Company's share register at 9.00 a.m. (GMT) on Tuesday, 2 January 2024 with a registered address in Australia, New Zealand or the United Kingdom, with the opportunity to acquire one (1) New Share (or Depositary Interest) for every four (4) Ordinary Shares (or Depositary Interests) owned (rounded down to the nearest whole number) plus one (1) free attaching Australian Listed Option for every two (2) New Shares (or Depositary Interests) issued, without incurring brokerage or any other transaction costs. The Listed Options will be listed on the ASX only.

Eligible Shareholders will be offered the opportunity to apply for additional New Shares (or Depositary Interests) above their entitlement, from any shortfall that may arise under the Entitlement Issue. Additional New Shares (or Depositary Interests) will only be available where there is a shortfall between applications received from Eligible Shareholders and the number of New Shares proposed to be issued under the Entitlement Issue. If the Entitlement Issue is oversubscribed (through the take-up of Entitlements and any shortfall applications), scale back will be applied to applications under the shortfall offer on a pro rata basis. Allocation of the shortfall securities will be at the discretion of the Board in conjunction with the Underwriter. In accordance with the terms of the Underwriting Agreement, the Underwriter must subscribe for any remaining shortfall by 29 February 2024.

Based on the number of existing Ordinary Shares as at the date of this announcement, a total of approximately 110,554,930 New Shares and up to 55,277,465 Listed Options will be issued under the Entitlement Issue (assuming no new Ordinary Shares are issued following this announcement and prior to the Record Date).

Pursuant to the Underwriting Agreement, the Company has agreed to issue to the Underwriter 12,000,000 options, plus a further one (1) option for every three (3) New Shares issued to the Underwriter as a result of non take-up of the Entitlement Issue by Eligible Shareholders, up to a maximum of 36,851,643 additional options (together, the "Underwriter Options"). The issue of the Underwriter Options is subject to shareholder approval being obtained at a general meeting of the Company to be convened, which is expected to be held not later than 4 March 2024. A further announcement(s) will be made in due course. The Underwriter Options would be exercisable at a price of A$0.10 per new Ordinary Share, with an expiry date three years following the date of issue.

The Board advises that Jardee Kininmonth intends to take up their full entitlement in respect of their shareholding in the Company and Justin Tremain intends to take up their entitlement in part.

The Entitlement Issue is non-renounceable. Accordingly, a securityholder may not sell or transfer all or part of their entitlement.

Shareholders in the United Kingdom should note that the Entitlement Issue is akin to an open offer. Rights to subscribe for New Shares (or Depositary Interests) under the offer cannot be traded, and any surplus New Shares (or Depositary Interests) not applied for will not be sold in the market or placed for the benefit of shareholders who do not apply under the Entitlement Issue.

If you require any assistance respect of in applying under the Entitlement Issue, please contact the Company on +61 8 9480 0414. Depositary Interest Holders should contact Computershare Investor Services PLC on +44 (0) 370 707 4040 or email OFSPaymentQueries@Computershare.co.uk for further information.

Further details regarding the terms and conditions of the Entitlement Issue are set out in the Prospectus, which is expected to be lodged with ASIC or the ASX on 15 December 2023 and subsequently made available to all Eligible Shareholders.

Indicative timetable and important dates for the Entitlement Issue1

Notes:

1 This timetable is indicative only and subject to change at the discretion of Future Metals, and subject to the Listing Rules and the AIM Rules for Companies. All times/dates are references to Sydney (AEST) time, unless otherwise stated. Future Metals reserves the right to modify all dates, including the Entitlement Issue closing date.

2 The Directors may extend the Closing Date by giving at least 3 Business Days' notice to ASX prior to the Closing Date. Accordingly, the date the securities are expected to commence trading on ASX may vary.

Admission to trading on AIM

Application will be made for admission of the Entitlement Shares to trading on AIM in due course. 

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

For further information, please contact:

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.

NOT AN OFFER

This announcement is for information purposes only and is not a prospectus, product disclosure statement or any other offering document under Australian law or the law of any other jurisdiction (and will not be lodged with the Australian Securities and Investments Commission ("ASIC") or any foreign regulator). The information does not and will not constitute or form part of an offer, invitation, solicitation or recommendation in relation to the subscription, purchase or sale of securities in any jurisdiction and neither this announcement nor anything in it shall form any part of any contract for the acquisition of Future Metals' securities. The distribution of this announcement in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions.

The total consideration under the Entitlement Issue shall be less than, and therefore cannot exceed, ?8 million (or an equivalent pounds sterling amount) in aggregate and so, in accordance with Section 85 and Schedule 11A of the United Kingdom's Financial Services and Markets Act 2000, as amended (FSMA), the Entitlement Issue does not require the issue of a prospectus in the United Kingdom for the purposes of the United Kingdom's Prospectus Regulation Rules (PRR). The Entitlement Issue does not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA and accordingly, neither this announcement, nor the Prospectus, shall constitute a prospectus for the purposes of the PRR. This announcement and the Prospectus have not been, and neither it nor the Prospectus will be, reviewed or approved by the United Kingdom's Financial Conduct Authority pursuant to sections 85 of FSMA, the London Stock Exchange or any other authority or regulatory body in the United Kingdom. Accordingly, neither this announcement nor the Prospectus contain the extent of the information and disclosures that would typically be included in a UK prospectus.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OF AMERICA

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 ("US Securities Act") and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.