Announcement PDF RNS Number : 8493W First Class Metals PLC 29 September 2026 First Class Metals PLC Half Year Report For the period ending 30 June 2026 Chairman's Statement ​ The first half of 2026 has been a period of substantial progress and, I believe, an important turning point for First Class Metals PLC ("First Class Metals", "FCM", or the "Company"). We entered the year determined to advance our principal exploration assets while strengthening the corporate foundations of the Company and demonstrating that the value within our portfolio can be realised through more than the traditional route. We have made meaningful progress on each of these objectives. Sunbeam Operationally, our principal focus has remained on the Sunbeam project, where the work undertaken over recent years continues to build our understanding of what is an increasingly compelling district-scale gold exploration opportunity. The winter drill programme at Roy, followed by systematic geological, geochemical and geophysical work across the Roy and Pettigrew trends, has provided the technical team with an increasingly substantial dataset from which to refine the next stages of exploration. I do not intend to duplicate the detailed account provided by our CEO, Marc Sale, in his Operational Review, but it is important to recognise the progress being made in developing the geological model across this extensive property. We are increasingly assessing the structures and mineralised trends across the wider property rather than individual historic workings or isolated prospects. That evolution in our understanding reinforces the Board's conviction that Sunbeam merits its position at the forefront of our exploration strategy. OJEP The award of Ontario Junior Exploration Program ("OJEP") funding for a fourth consecutive year was another welcome endorsement of the quality of our technical work and the prospectivity of our Ontario portfolio. Such non-dilutive support is particularly valuable to a junior exploration company and enables us to direct more of our available capital towards activities capable of generating value. Corporate Activity The first half of 2026 has seen considerable corporate activity. At the beginning of the year, the Company secured additional funding to enable the Sunbeam drilling programme to proceed and to provide general working capital. This was followed in March by a broader fundraising which included a WRAP Retail Offer that was oversubscribed, demonstrating continuing support for the Company's strategy and assets. In June, the Company completed a further £1 million fundraising through its broker, Axis Capital Markets ("Axis"), to provide additional funding for ongoing and future exploration activities. Disposal of shares held by 79th GRP Limited We have also seen an important evolution in our shareholder register. The reduction and subsequent disposal of the shareholding previously held by 79th GRP Limited brought greater clarity following the uncertainty surrounding that shareholder during 2025. The Company's register has been materially revised, including increased participation from established and new long-term investors. The conclusion of this chapter has allowed the Board to concentrate fully on the future of FCM and the opportunities ahead. Zigzag Earn-In The completion of our earn-in obligations at Zigzag was another important portfolio milestone. FCM has now earned an 80% interest and operational control of a project containing drill-confirmed lithium mineralisation together with tantalum, rubidium, caesium and gallium. While gold remains our principal focus, Zigzag provides strategic exposure to critical minerals within an emerging Ontario lithium district and represents another asset from which the Board intends to seek value. Kerrs Monetisation Transaction A significant corporate development during the first half has been at Kerrs Gold. At the beginning of 2026, we took the deliberate decision to accelerate the final payment required to secure 100% ownership of Kerrs. The property hosts a historical inferred resource of approximately 386,000 ounces of gold and is situated within the Abitibi Greenstone Belt, one of the world's premier gold-producing regions. Against the backdrop of a substantially stronger gold market, securing complete ownership was both strategically important and financially prudent. That decision has subsequently proved significant. On 30 June 2026, the Company completed the closing conditions under its definitive Site Programme and Alternative Land Use Rights Agreement with nGRND Inc ("nGRND"). The agreement creates an innovative route through which FCM can potentially monetise part of the existing in-situ gold resource without relinquishing ownership of the underlying mineral asset. Under the initial arrangement, nGRND has a right to acquire 77,293 eligible ounces, representing 20% of the current compliant resource. Using the gold price applicable when the agreement was announced as an example, the potential consideration attributable to those initial eligible ounces was approximately US$10.64 million, excluding potential additional payments relating to carbon, biodiversity and other ESG attributes. The significance of this transaction to First Class Metals should not be underestimated. Access to capital is fundamental to the successful advancement of an exploration company. Equity markets remain an important source of capital and one which the Board will continue to utilise where appropriate and where we believe doing so can accelerate shareholder value. The importance of the Kerrs agreement is that it has the potential to complement traditional funding routes with a substantial source of non-dilutive capital, materially broadening the options available to the Company. Importantly, FCM retains ownership of the underlying mineral asset and exposure to future exploration success, with the potential for further monetisation should the compliant resource increase. This is precisely the type of transaction the Board has been seeking: one which recognises value already created within the portfolio, has the potential to provide significant capital for further exploration and retains meaningful exposure to future upside. A review of the existing, 2011 Kerrs NI 43-101 resource estimate is underway. Given the substantially different gold-price environment from that prevailing when the historical resource work was undertaken, the Board believes there is considerable merit in reassessing both the scale and confidence of the existing resource. More broadly, Kerrs illustrates an important point about First Class Metals. Our objective is not simply to accumulate properties or expend capital across them indiscriminately. It is to identify where value exists, advance assets intelligently and pursue the route most capable of delivering that value to shareholders. That may be through exploration and discovery, joint ventures, strategic transactions, conventional capital markets or innovative monetisation structures. Maintaining that flexibility gives the Board a broad range of options as we determine how best to advance the Company. We have therefore emerged from the first half of 2026 as a materially stronger company. We have advanced Sunbeam, secured 100% ownership of Kerrs and established a potentially transformational monetisation framework around that asset. We have completed the Zigzag earn-in, continued to receive support from the Ontario Government, strengthened and diversified our shareholder register and secured the capital required to maintain operational momentum. Outlook We approach the remainder of 2026 and the period beyond with considerable confidence. The environment for gold remains highly supportive and reinforces the strategic value of FCM's exposure to Ontario. However, our confidence is based on considerably more than commodity prices. It is based on the position we have built over several years: a substantial portfolio in one of the world's leading mining jurisdictions, increasing technical maturity at our principal projects and, critically, an emerging ability to demonstrate and realise value from within those assets. Sunbeam remains a priority. The work completed at Roy and Pettigrew continues to improve our understanding of the structures controlling mineralisation across this extensive property. The systematic approach being employed by Marc and the technical team is designed to identify and rank the strongest targets, and the Board believes this disciplined approach offers the best opportunity to generate meaningful exploration success. At the same time, Kerrs has the potential to change the financial dynamic of First Class Metals. Successful delivery under the nGRND agreement could conceivably provide significant non-dilutive capital to advance exploration across our portfolio and, importantly, broaden the funding options available to the Company. This is the FCM difference: creating value through exploration while also seeking innovative ways to realise value from the assets we already control. The Board will continue to consider all appropriate sources of capital where they can accelerate development and create shareholder value. Kerrs potentially adds a significant new source alongside conventional funding routes, giving the Company greater flexibility over how and when we finance future programmes. There remains considerable work ahead and, as always in mineral exploration, results cannot be taken for granted. Nevertheless, I believe the Company is entering the next stage of its development with stronger assets, greater corporate clarity and substantially more strategic optionality than at any previous point since listing. The first half of 2026 has demonstrated that First Class Metals can do more than explore. We can acquire intelligently, advance projects, consolidate ownership and create commercial structures capable of crystallising value while retaining meaningful upside. The opportunities now in front of the Company are substantial, and our objective is clear: to translate the geological potential within our Ontario portfolio into tangible and increasing value for our shareholders. I believe we are exceptionally well positioned to do so. James Knowles Executive Chairman Operational Review Sunbeam Project Work at Sunbeam during the first half of 2026 centred on drilling at the Roy prospect and using the structural and geochemical information gleaned from the drilling to expand the knowledge on the Pettigrew prospect. Final assay results for the approximately 1,000m diamond drill programme at the Roy prospect were reported shortly after the period end, with 11 of the 12 holes intersecting the targeted structure, the 'barren' hole was a scissor to test the morphology of the structure. The potential for high-grade intersections in the Roy structure/package, has been demonstrated with SUN26-05 reporting 5.1m @ 4.14g/t Au from 13.9m depth, containing the VG sample with 45g/t Au. Conversely the potential for broad low-grade zones (bulk tonnage) is demonstrated with SUN26-05 reporting 16.95m @ 0.45g/t Au from 5m (note this is oblique to the mineralisation) and in hole SUN26-06 3m @ 0.27g/t Au from 53.3m, and · in hole SUN26-01A 8.5m @ 0.45g/t Au from 43.5m and · in hole SUN26-02 9.5m @ 0.49g/t Au from 16.67m and · in hole SUN26-11 5.1m @ 0.67g/t Au from 8.9m; · in hole SUN26-12, 5.4m @ 0.227g/t Au from 13.6m · as well as 4.6m @ 0.54g/t Au from 20.6m Hole SUN26-09, the most northerly hole also contained anomalous gold, indicating the potentially gold bearing 'package' has an open in all directions strike of >300m. The central core area of about 100m extent, containing the higher gold values identified to date, see the red zone in Figure 01, which represents a priority target for follow up drilling. Figure 01 showing the drill holes, past and recent as well as the interpreted mineralised envelope The Light Detection and Ranging ("LiDAR") study of the whole property, conducted during this period, extended to the Hammond Reef deposit in the northwest and Melena project in the southeast (both owned by Agnico Eagle). The results add credence to the hypothesis that the district scale northeast trending lineaments which host the Sunbeam, Roy and Pettigrew prospects are intersected by west northwest structures. These structures are yet to be ground-truthed / prospected. However, the soil sampling at Roy has indicated that there are anomalous gold and lead results at these intersections along strike to the northeast from Roy. The Very Low Frequency ("VLF") survey over the Roy lineament, previously reported was extended, focussing along strike from the Roy shaft. The results highlight several very strong northeast trending conductors. Based on the success at Roy: advancing the geological / structural and geochemical understanding, a similar exploration approach has been made at Pettigrew with a virtual grid 4km long for both soil sampling and VLF survey stations. A total of 33km's of VLF survey were undertaken on lines spaced 100m and cross lines up to 800m long with stations at 12.5m. The soil sample survey using the same spacing, but on shorter cross lines, collected 431 soil samples. The final reports on the VLF and soil sample assays have not been received. The exploration work at Roy was also expanded in the northeast, with a further 136 soils taken to augment the original 491 samples. Additionally, the original VLF survey of 22.7 line kilometres was extended to the northeast by a further 18.4 line kilometres. Figure 02 showing the winter drill programme at Roy The systematic approach to exploration, combining Chris Cooper's extensive core reviewing experience with Professor Hill's structural expertise and targeted geological, geochemical and geophysical programmes, is designed to rapidly build the geological model for Sunbeam. By moving from orientation work to a wider coverage sampling and prioritised follow-up, the focus is on enabling cost-effective drill targeting while extending optionality (prospectivity) across the district-scale property. Activities on Other Properties North Hemlo Project The VLF data from the various surveys over the Claim block were sent to Simcoe Geophysics for reprocessing and interpretation. Scotch Lake Rare Earth Element Project Historical data review has commenced and ahead of field work, prospecting, access was reconnoitred. Kerrs Gold Project The reappraisal of the historic NI43-101 is ongoing and finalisation expected in the third quarter of 2026 Zigzag Lithium Project Metallurgical studies will be conducted on securing the appropriate 40kg sample. Post event activity Coco East Assessment credits are required for Coco East before August, this being so a prospecting campaign will be conducted over the property in the third quarter of 2026. Corporate Developments Fundraising: In June 2026, the Company raised gross proceeds of £1,000,000 through a placing of 26,315,790 new ordinary shares at 3.8p per share, a 9.5% discount to the closing bid price on the preceding trading day and a premium of approximately 150% to the Company's March 2026 fundraising price of 1.52p. The Placing was arranged by Axis as sole placing agent and introduced new institutional investment to the register, with the Company's issued share capital increasing to 424,276,348 ordinary shares on admission. The proceeds are earmarked for an expanded exploration programme at Sunbeam - including an exploratory drill programme at Pettigrew, follow-up drilling at Roy, structural work around the Sunbeam mine and testing of the north-easterly extensions of the three main lineaments - together with work on the Company's other Ontario projects and general working capital. Reflecting the Board's increasing confidence in Sunbeam, a revised three-year Exploration Permit application covering the whole property was submitted to the Ontario Ministry of Mines. Strategic Innovation in Funding: In June 2026, the Company completed the closing conditions on a definitive Site Programme and Alternative Land Use Rights Agreement between its wholly owned subsidiary First Class Metals Canada Inc. and nGRND Inc. in respect of the 100%-owned Kerrs Gold project. Under the Agreement, nGRND holds a conditional right to acquire all 386,465 ounces of the Kerrs resource and has agreed to an initial purchase of up to 77,293 Eligible Ounces - 20% of the current compliant resource - with a minimum purchase threshold of 60% of those ounces within twelve months. At a price of US$138 per ounce, referenced to the spot gold price at the date of each purchase, the indicative consideration for the initial tranche is approximately US$10.64 million before bonuses, supported by a US$160,000 advance deposit and the grant to nGRND of 10 million warrants at 5.5p and 10 million at 10p. Critically, the Company retains full ownership of Kerrs and title to all underlying mineral claims, alongside any upside from approved future exploration and from carbon, biodiversity and ESG attributes generated on the property. The Directors regard the transaction as a potentially transformational, non-dilutive monetisation pathway for the Company's resource base, with a review of the NI 43-101 resource estimate at prevailing gold prices now under way. Financial Review As an exploration company without current revenues, the financial position is managed to prioritise expenditure on value- accretive exploration activities. The equity raise in June 2026 provided working capital to advance our projects. Operating costs for the period reflect the execution of a winter drill programme and early spring exploration work, along with corporate expenses associated with governance changes, regulatory compliance, and stakeholder communications. Cash resources at the end of the period provide a sufficient runway into the second half of the year, with additional funding discussions ongoing. Interim Financial Report This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the financial statements for the year ended 31 December 2025 and any public announcements made by First Class Metals Plc during and subsequent to the interim reporting period. Principal Risks The principal risks and uncertainties for the remaining six months of the financial year remain the same as those contained within the annual report and accounts as at 31 December 2025. Statement of directors' responsibilities The directors confirm that these condensed interim financial statements have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely: · An indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and · Material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report. By order of the Board James Knowles Chairman Consolidated Income Statement for the Period from 1 January 2026 to 30 June 2026 6 months to 30 June 2026 £ Unaudited 6 months to 30 June 2025 £ Unaudited 12 months to 31 December 2025 £ Audited Revenue - - - Cost of sales - - - Gross loss - - - Administrative expenses (1,163,911) (939,700) (1,220,055) Other gains - - - Operating loss (1,163,911) (939,700) (1,220,055) Finance income 1,685 705 1,145 Finance costs (1,038) 7,681 (54,672) Net finance cost 647 8,386 (53,527) Loss before tax (1,163,264) (931,314) (1,273,582) Loss for the period (1,163,264) (931,314) (1,273,582) Profit/(loss) attributable to: Owners of the company (1,163,264) (931,314) (1,273,582) Loss for the period (1,163,264) (931,314) (1,273,582) Items that may be reclassified subsequently to profit or loss Foreign currency translation (losses)/gains (25,806) 13,792 39,598 Total comprehensive (loss)/income for the period (1,189,070) (917,522) (1,233,984) Total comprehensive (loss)/income attributable to: Owners of the company (1,189,070) (917,522) (1,233,984) Loss per share: (0.37)p (0.71)p (0.61)p Consolidated Statement of Financial Position as at 30 June 2026 Note 30 June 2026 £ Unaudited 30 June 2025 £ Unaudited 31 December 2025 £ Audited Assets Non-current assets Property, plant and equipment 5 7,936 13,577 10,716 Mineral property exploration and evaluation 4 4,352,407 3,786,062 4,033,288 4,360,343 3,799,639 4,044,004 Current assets Trade and other receivables 7 538,174 307,917 61,050 Cash and cash equivalents 8 1,170,113 285,918 77,398 1,708,287 593,835 138,448 Total assets 6,068,630 4,393,474 4,182,452 Equity and liabilities Equity Share capital 9 424,276 220,833 240,586 Share premium 10,997,098 7,568,480 8,129,187 Equity reserve 332,658 713,361 - Foreign currency translation reserve - - 25,806 Retained earnings (6,221,447) (4,715,915) (5,058,183) Equity attributable to owners of the company 5,532,585 3,786,759 3,337,396 Current liabilities Trade and other payables 11 536,045 606,715 442,549 Loans and borrowings 10 - - 402,507 Total current liabilities 536,045 606,715 845,056 Non-current liabilities Trade and other payables 11 - - - Total liabilities 536,045 606,715 845,056 Total equity and liabilities 6,068,630 4,393,474 4,182,452 Consolidated Statement of Changes in Equity for the Period from 1 January 2026 to 30 June 2026 Unaudited Share capital £ Share premium £ Equity reserve £ Foreign currency translation £ Retained earnings £ Total equity £ At 1 January 2026 240,586 8,129,187 - 25,806 (5,058,183) 3,337,396 Loss for the period - - - - (1,163,264) (1,163,264) Other comprehensive income - - - (25,806) - (25,806) Total comprehensive income - - - (25,806) (1,163,264) (1,189,070) New share capital subscribed 183,690 2,867,911 - - - 3,051,601 Other equity reserve movements - - 332,658 - - 332,658 At 30 June 2026 424,276 10,997,098 332,658 - (6,221,447) 5,532,585 Unaudited Share capital £ Share premium £ Equity reserve £ Foreign currency translation £ Retained earnings £ Total equity £ At 1 January 2025 100,819 5,474,035 713,361 (13,792) (3,784,601) 2,489,822 Loss for the period - - - - (931,314) (931,314) Other comprehensive income - - - 13,792 - 13,792 Total comprehensive income - - - 13,792 (931,314) (917,522) New share capital subscribed 120,014 2,094,445 - - - 2,214,459 At 30 June 2025 220,833 7,568,480 713,361 - (4,715,915) 3,786,759 Audited Share capital £ Share premium £ Equity reserve £ Foreign currency translation £ Retained earnings £ Total equity £ At 1 January 2025 100,819 5,474,035 713,361 (13,792) (3,784,601) 2,489,822 Loss for the period - - - - (1,273,582) (1,273,582) Other comprehensive income - - - 39,598 - 39,598 Total comprehensive income - - - 39,598 (1,273,582) (1,233,984) New share capital subscribed 139,767 2,673,006 - - - 2,812,773 Shares to be issued - - - - - - Other equity reserve movements - (17,854) (713,361) - - (731,215) At 31 December 2025 240,586 8,129,187 - 25,806 (5,058,183) 3,337,396 Consolidated Statement of Cash Flows for the Period from 1 January 2026 to 30 June 2026 Note 6 months to 30 June 2026 6 months to 30 June 2025 12 months to 31 December 2025 £ Unaudited £ Unaudited £ Audited Cash flows from operating activities Loss for the period (1,163,264) (931,314) (1,273,582) Adjustments to cash flows from non-cash items Depreciation and amortisation 2,780 3,154 6,405 Profit on disposal of intangible assets - - 92,185 Impairment losses - - - Foreign exchange loss 281,351 123,823 60,330 Finance income (1,685) (705) (1,145) Finance costs 1,038 (7,681) 54,672 (879,780) (812,723) (1,061,135) Working capital adjustments (Increase)/decrease in trade and other receivables 7 (477,124) (217,528) 29,339 Increase/(decrease) in trade and other payables 11 93,496 (174,996) (113,097) Increase in deferred consideration - - - Net cash flow from operating activities (1,263,408) (1,205,247) (1,144,893) Cash flows from investing activities Interest received 1,685 705 1,145 Acquisitions of property plant and equipment - - (390) Proceeds from sale on intangible assets - - - Acquisition of mineral property exploration and revaluation 4 (301,046) (178,663) (568,802) Net cash flows from investing activities (299,361) (177,958) (568,047) Cash flows from financing activities Interest paid - - - Proceeds from issue of ordinary shares, net of issue costs 2,649,094 2,214,459 520,000 Proceeds from other borrowing draw downs - - 1,038,000 Repayment of other borrowing - (700,000) - Financing of shares 235,517 (97,141) - Finance cost of financial instruments (1,038) 7,681 (54,672) Foreign exchange loss (228,089) 23,053 65,939 Net cash flows from financing activities 2,655,484 1,448,052 1,569,267 Net increase in cash and cash equivalents 1,092,715 64,847 (143,673) Cash and cash equivalents at 1 January 77,398 221,071 221,071 Cash and cash equivalents at 30 June 1,170,113 285,918 77,398 Notes to the Financial Statements for the Period from 1 January 2026 to 30 June 2026 1. General Information The principal activity of the Group was that of the exploration of gold and other semi-precious metals as well as battery metals critical to energy storage and power generation solutions. The Company's ordinary shares are traded on the London Stock Exchange (LSE) under the ticker symbol FCM. The address of its registered office is: Suite 24 Manor Court Offices Salesbury Hall Road Ribchester Lancashire PR3 3XR United Kingdom These unaudited interim results comprise the Company and its subsidiary, First Class Metals Canada Inc. The Company's interim report and accounts for the six months ended 30 June 2026 have been prepared using the recognition and measurement principles of International Accounting Standards in conformity with the requirements of the Companies Act 2006. These interim financial statements for the six months ended 30 June 2026 should be read in conjunction with the financial statements for the year ended 31 December 2025, which have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as applied in accordance with the provisions of the Companies Act 2006. The interim report and accounts do not include all the information and disclosures required in the annual financial statements. The interim report and accounts have been prepared in accordance with IAS34 (interim financial statements) and on the basis of the accounting policies, presentation and methods of computation as set out in the Company's December 2025 Annual Report and Accounts, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2026 and will be adopted in the 2026 annual financial statements. The financial information is presented in Pounds Sterling, rounded to the nearest pound and has been prepared under the historical cost convention. The interim report and accounts do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. These interim financial statements were approved by the Board of Directors on 28 September 2026. The results for the six months to 30 June 2026 and the comparative results for the six months to 30 June 2025 are unaudited. The figures for the year ended 31 December 2025 are extracted from the audited statutory accounts of the Company for that period. Going Concern The Directors have confirmed their intention to support the Company whilst it is in the process of raising funds to achieve its business plans. The Directors consider that sufficient resources are available to support the Company's operations for the foreseeable future and therefore believe that the going concern basis of preparation is appropriate. 2. Loss per share 6 months ended 30 June 2026 6 months ended 30 June 2025 12 months ended 31 December 2025 (unaudited) (unaudited) (audited) Loss from operations £ (1,163,264) (917,522) (1,233,984) Weighted average number of shares 325,662,840 129,541,715 202,180,220 Basic and fully diluted loss per share Pence (0.37) (0.71) (0.61) Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period. There are potentially issuable shares all of which relate to share warrants issued as part of Convertible Loan Notes and the nGRND transaction in 2025/6. However, due to the losses for the year the impact of the potential additional shares is anti- dilutive and has therefore not been recognised in the calculation of the fully diluted loss per share. 3. Earnings per share The calculation of the basic and diluted earnings per share (EPS) has been based on the loss attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding. 4. Mineral property exploration and evaluation Mineral property exploration and evaluation £ Cost or valuation At 1 January 2025 3,729,129 Additions 568,802 Disposals - Foreign exchange movements (88,712) At 31 December 2025 4,209,219 At 1 January 2026 4,209,219 Additions 398,187 Disposals - Foreign exchange movements (172,895) At 30 June 2026 4,434,511 Amortisation Impairment charge 82,104 Carrying amount At 30 June 2026 4,352,407 At 30 June 2025 3,786,062 At 31 December 2025 4,033,288 5. Property, plant and equipment Group Property £ Furniture, fittings and equipment £ Total £ Cost or valuation At 1 January 2025 17,323 1,598 18,921 Additions - 390 390 At 31 December 2025 17,323 1,988 19,311 17,323 1,988 19,311 At 1