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First Class Metals PLC (“First Class Metals”, “FCM” or the “Company”), the UK-listed exploration company advancing high-grade, district-scale gold opportunities in Ontario, Canada, is pleased to announce revised terms to the Convertible Loan Note (“CLN”) facility announced on the 28 January 2026, enabling the Company to accelerate follow-on exploration at its Sunbeam Gold Project following recent encouraging results.

Highlights and Funding Overview

·    £650,000 funding secured and fully drawn, strengthening the Company’s financial position

·    £250,000 immediately converted into equity at 1.52 pence per share 

·    £400,000 balance subject to a 45-day prohibition on conversion with a possibility of a further 45 day extension. 

·    Funding enables the Company to rapidly accelerate follow-on exploration on the Sunbeam Property following the recent visible gold discovery in drill core

·    Reinforcing shareholder alignment, with existing investors offered participation on the same  terms via a Winterflood WRAP offer at 1.52 pence per share, targeting up to £250,000

Strategic Rationale

The revised funding structure has been agreed to allow the Company to rapidly follow up on the recent drilling programme at Sunbeam, where visible gold has been observed in drill core, a highly encouraging development that reinforces the project’s potential.

The Board believes that maintaining momentum at this stage is critical and that accelerating follow-on exploration provides the best opportunity to build on this success and deliver value.

The Company is committed to ensuring that existing shareholders have the opportunity to participate in this phase of growth on the same financial terms as the initial conversion, reinforcing alignment between the Company, new capital and its shareholder base.

Use of Proceeds

The funding will be used to:

·      Accelerate follow-on exploration at Sunbeam, building on recent drilling success

·      Focus will be at Pettigrew utilising the structural controls to mineralisation established at Roy

·      Progress the Company’s wider Ontario portfolio, including follow up of Very Low Frequency (‘VLF’) anomalies at North Hemlo and initial prospecting on the new Rare Earth Elements (‘REE’) properties

·      Support general working capital

James Knowles, Executive Chairman, commented:

“The observation of visible gold in recent Sunbeam drill core is a highly encouraging development and further reinforces our confidence in the project’s potential. This amended funding structure allows the Company to move quickly and decisively to accelerate follow-on exploration at a critical time, while doing so from a position of increased financial strength.

We have placed significant emphasis on fairness, ensuring that existing shareholders have the opportunity to participate on the same terms as this funding via the Winterflood’s WRAP offer.

With momentum building at Sunbeam, alongside a number of near-term developments across the portfolio, we believe the Company is well positioned to capitalise on recent success and advance into what we see as a highly value-defining phase.”

Issue of Equity & Total Voting Rights

Application will be made to the London Stock Exchange for the 16,447,368 new Ordinary shares to be admitted to trading on the Main Market for listed securities (“Admission”) and it is expected that such Admission will take place at 8.00 a.m. on or around on 27th March 2026.

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the issue of the above new Ordinary shares, its issued ordinary share capital will comprise 341,633,683 Ordinary Shares. All the Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in Treasury. The total number of voting rights in the Company will therefore be 341,633,683. The above figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interests in, or a change to their interest in, the Company.

First Class Metals PLC (FCM) the UK listed company focused on the discovery of economic metal deposits across its exploration properties in Ontario, Canada, is pleased to announce a retail offer via the Winterflood Retail Access Platform (“WRAP”) (the “WRAP Retail Offer”) through the issue of new ordinary shares of £0.001 each in the capital of the Company (the “WRAP Retail Offer Shares”) at an issue price of 1.52p to raise up to a maximum of £250,000.

In addition to the WRAP Retail Offer and as announced on 23 March 2026, the Company has drawn down £650,000 under its Convertible Loan Note facility (the “CLN”). Of this amount, £250,000 has been immediately converted into new Ordinary Shares at a price of 1.52 pence per share (the “Issue Price”), representing a discount of approximately 18 per cent. to the mid-market closing price of an Ordinary Share on 20 March 2026 (being the latest practicable date prior to this announcement). The issue price of the WRAP Retail Offer Shares is equal to the Issue Price of the CLN conversion.

A separate announcement has been made regarding the CLN and its terms and sets out the reasons for the Subscription and use of proceeds. The proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the CLN conversion.

For the avoidance of doubt, the WRAP Retail Offer is separate from the completed CLN amendment, drawdown and associated conversion. Completion of the WRAP Retail Offer is conditional, inter alia, upon Admission of the New Ordinary Shares.

The WRAP Retail Offer is conditional on the WRAP Retail Offer Shares being admitted to trading on the London Stock Exchange plc (“Admission”). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence at 08.00 a.m. on 31 March 2026.

WRAP Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.

Therefore, the Company is making the WRAP Retail Offer available to eligible investors in the United Kingdom following release of this announcement, being existing shareholders of First Class Metals, and through certain financial intermediaries.

Existing shareholders can contact their broker or wealth manager to participate in the WRAP Retail Offer.

The WRAP Retail Offer is expected to close at 17.00 on 25 March 2026. Eligible shareholders should note that financial intermediaries may have earlier closing times.

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of existing retail shareholders, should contact wrap@winterflood.com.

To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary and, prior to the release of this announcement, shareholders in the Company which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of [£100] per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to amend the size and timings of the retail offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

The WRAP Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus pursuant to Schedule 1 (Part 1) of The Public Offers and Admission to Trading Regulations 2024 and the Prospectus Rules of the FCA. As such, there is no need for publication of a prospectus pursuant to the Public Offers and Admissions to Trading Regulations 2024, or for approval of the same by the Financial Conduct Authority. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the WRAP Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) (“MAR”) and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for WRAP Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the WRAP Retail Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

For Further Information

First Class Metals plc

JamesK@Firstclassmetalsplc.com

07488 362641

James Knowles, Executive Chair

Marc J Sale, CEO

MarcS@Firstclassmetalsplc.com
07711 093532

Winterflood Retail Access Platform

WRAP@winterflood.com

Sophia Bechev, Kaitlan Billings

0203 100 0214

Further information on the Company can be found on its website at www.firstclassmetalsplc.com

This announcement should be read in its entirety. In particular, the information in the “Important Notices” section of the announcement should be read and understood.