Fulcrum Metals PLC has announced the signing of a non-binding Letter of Intent (LOI) with Global Energy Metals Corporation (GEMC) for an option and royalty agreement over the Company's Saskatchewan uranium properties. Under the terms of the LOI, Fulcrum will receive 5 million common shares in GEMC upon entering into a definitive agreement, along with a further CAD$1 million in cash and shares if the option agreement is exercised by GEMC in the two-year option period. In return, GEMC would receive a 19.9% equity interest in both Fulcrum's owned uranium properties and the uranium properties for which Fulcrum has options over, as well as a 0.5% royalty on net smelter returns royalty in the Properties.
The LOI is non-binding and sets out the intention of both parties to enter into a definitive agreement on the terms set out in the LOI. The transaction is a "Non-Arms' Length" transaction, and Mitchell Smith, a Non-Executive Director of Fulcrum Metals, who is also the CEO of GEMC and holds a significant portion of GEMC's issued share capital, has declared his conflict and abstained from voting on the transaction.
Fulcrum's CEO, Ryan Mee, expressed that the LOI demonstrates the underlying value Fulcrum has in its uranium portfolio and validates the company's strategy and management's approach. He also highlighted that the agreement with GEMC is in the best interest of all shareholders as it seeks to monetize the uranium assets without diluting shareholders and provides Fulcrum with exposure to GEMC's active battery metal and royalty portfolio. The proposed transaction with GEMC would enable Fulcrum to retain operational control of its uranium portfolio.
The key terms of the acquisition include GEMC acquiring the NSR and a two-year option from Fulcrum to acquire 19.9% of the Owned Projects and a 19.9% interest in the option agreement pertaining to the Optioned Projects. In consideration for the NSR and the two-year option, GEMC will issue five million shares at a deemed price of CAD$0.06 per share to Fulcrum. In order to exercise the option, GEMC will be required to pay Fulcrum CAD$1M as a combination of cash and shares, as agreed by both parties at the time.
The LOI, option, and NSR agreement highlights include Fulcrum granting GEMC a 2-year option for a 19.9% interest in its owned and optioned uranium portfolio, GEMC receiving a 0.5% net smelter returns royalty in the Properties, and Fulcrum retaining operational control over the Properties. The companies will negotiate in good faith to settle the terms of a definitive agreement within 45 days of signing the LOI.