GCM Resources Regulatory News (GCM)

2 March 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN GCM RESOURCES PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

GCM Resources plc

("GCM" or the "Company")

Placing and Subscription to raise £2,130,000

Appointment of Joint Broker & Loan Amendment

GCM Resources plc (LON: GCM), an AIM quoted mining and energy company is pleased to announce that the Company has raised gross proceeds of £2.13million through a placing (the "Placing") of 25,291,828 shares and a subscription for 16,171,777 shares (the "Subscription") of new ordinary 1p shares in the Company ("Fundraising Shares") at a price of 5.14 pence per share ("the Placing Price"), representing a discount of approximately 36.9% to the closing mid-market share price on 1 March 2022 (being the last business day prior to this announcement).

The issue of the Fundraising Shares is within the Company's existing allotment authorities. The Fundraising Shares equate to approximately 30.1% of the Company's currently issued share capital.

The funds raised from the Placing and the Subscription will be principally be used for development capital on the Company's high-quality coal resource of 572 million tonnes (JORC 2004 compliant) at the Phulbari Coal and Power Project (the "Project") in north-west Bangladesh, and provide the Company with sufficient funds to cover its corporate operating expenses through to Q2 2023.

Placing & Joint broker Appointment

The Company has raised gross proceeds of approximately £1,300,000 by means of a placing (the "Placing") of new Ordinary Shares (the "Placing Shares") at the Placing Price through ETX Capital, which is the trading name of Monecor (London) Limited. ETX Capital is acting as broker in connection with the Placing

The Company intends to issue approximately 25,291,828 Shares, to raise gross proceeds of approximately £1,300,000, to participants in the Placing. The Placing Shares are expected to be admitted to trading on AIM on or around 7 March 2022.

GCM is also pleased to announce that it has appointed ETX Capital as joint broker, as part of the Placing.

Subscription

An issue of 16,171,777 new ordinary shares of 1p each in the capital of the Company (the "Subscription Shares") to certain individuals including Polo Resources Ltd at the Issue Price to raise £830,000 (the "Subscription") at an issue price of 5.14p ("the issue price").

Loan Facility Amendment

The Company has, as part of the proposed subscription, agreed to amend the terms of the loan facility provided by Polo Resources Limited (the "Facility") of which, as announced on 26 March 2021, there is £300,000 of the initial £3.5 million facility remaining undrawn. The lender may request conversion by the issuance of new ordinary shares in the Company at 5.14 pence per share (being the Issue Price) subject to any necessary regulatory approvals. All other terms of the agreement remain unchanged.

Related party transactions

The participation of Polo in the Subscription and the amendment of the Loan Facility, constitutes related party transactions pursuant to the AIM Rules for Companies. The Directors (excluding Datuk Michael Tang), having consulted with the Company's nominated adviser, WH Ireland Limited, consider the terms of the Subscription and amendment of the Loan Agreement, to be fair and reasonable insofar as the Company's shareholders are concerned.

Admission to trading and total voting rights

The Placing and Subscription Shares will rank pari passu in all respects with the Company's existing ordinary shares. The Placing is conditional, inter alia, on there being no breach of the Company's obligations under the Placing Agreement entered into between Monecor (London) Ltd (trading as ETX Capital) and the Company prior to admission of the Placing Shares to trading on AIM ("Admission"), and such Admission becoming effective. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence at 8.00 a.m. on or around xx March 2022.

On Admission, the Company's issued share capital will consist of 179,056,486 ordinary shares, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights will be 179,056,486 and this figure may be used by shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Datuk Michael Tang, CEO of GCM, commented: "I am pleased that we are able to announce this successful fundraising, with new & existing investors, to provide funds for our development over the next year. I look forward to providing further updates in due course in relation to progress with the Phulbari Coal and Power Project"

About GCM Resources

GCM Resources plc (LON: GCM), an AIM listed mining and energy company, has identified a high-quality coal resource of 572 million tonnes (JORC 2004 compliant) at the Phulbari Coal and Power Project (the "Project") in north-west Bangladesh.

Utilising the latest highly energy efficient power generating technology, the Phulbari coal mine is capable of supporting power plants of up to 6,000MW. GCM is awaiting approval from the Government of Bangladesh to develop the Project. The Company has a strategy of combining the Company's mine proposal with up to 6,000MW of power generation, together with credible, internationally recognised strategic partners. GCM aims to deliver a practical power solution to provide the cheapest coal-fired electricity in the country, in a manner amenable to the Government of Bangladesh.