Funding to Raise £2.5m & Notice of General Meeting

Firering Strategic Minerals PLC

24 April 2026

 

This announcement contains inside information for the purposes of the UK Market Abuse Regulations ('UK MAR'). Upon publication of this announcement, this inside information (as defined in UK MAR) is now considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of the Company is Mr Youval Rasin, Director.

Firering Strategic Minerals plc / EPIC: FRG / Market: AIM / Sector: Mining

24 April 2026

Firering Strategic Minerals plc

("Firering" or the "Company")

Placing and Subscription to Raise £2.5 Million

and Notice of General Meeting

Firering Strategic Minerals plc (AIM: FRG), an emerging producer of quicklime and explorer of critical minerals, is pleased to announce a placing (the "Placing") and subscription (the "Subscription") of 250,000,000 new ordinary shares of €0.001 each (the "New Ordinary Shares") at an issue price of 1 pence per share (the "Issue Price"), raising gross proceeds of approximately £2.5 million (before fees and expenses) (the "Fundraise"). The Placing was led by Shard Capital Partners LLP ("Shard").

The net proceeds of the Placing and the Subscription (together the "Fundraising") will be applied as detailed further below. The New Shares will represent approximately 39.2 per cent. of the Company's Enlarged Share Capital on Admission.

Certain directors of the Company, being Youval Rasin, Shai Kol and Vassilios Carellas, ("Subscribing Directors"), have confirmed their participation in the Subscription at the Issue Price (the "Directors' Subscriptions") The Directors' Subscriptions constitute related party transactions under AIM Rule 13 of the AIM Rules. 

The Fundraising is conditional, inter alia, upon Admission (which is expected to become effective with dealings in the New Shares to commence on 19 May 2026). Neither the Subscription nor the Placing has been underwritten.

For the Fundraising to proceed, the Company requires Shareholders' approval to authorise the Directors to allot the New Shares and to disapply statutory pre-emption rights in relation to the issue of the New Shares.

Additionally, the Company is seeking Shareholders' approval to ratify prior issuances of Ordinary Shares to date, to grant the Directors headroom to allot further Ordinary Shares and to also increase the Company's authorised share capital.

Accordingly, a circular, including a notice convening the General Meeting, will be published and is expected to be sent to Shareholders later today. The General Meeting will held be at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2EW at 10.00 a.m. on 18 May 2026.

Youval Rasin, Chairman and Interim Chief Executive Officer, commented: "Limeco has continued to make operational progress having effectively reached breakeven, secured its first contract with a major copper producer, and increased output. We would like to thank new and existing shareholders for their support for the Fundraise, which, subject to Shareholders' approval at the General Meeting, will enable the Company to increase its ownership in Limeco at an important stage in its development. It also leaves us well positioned as we look ahead to bringing Kilns 3 and 4 online, and to exercising the final tranche of the Limeco option later this year."

DETAILS

INFORMATION ON FIRERING

Firering Strategic Minerals plc (AIM: FRG) is an Africa-focused producer and developer of industrial and critical minerals. The Company's near-term focus is the ramp-up of production at the Limeco project in Zambia, where Firering holds a 36.2% interest with an option to increase this to 45%. Once fully optimised, Limeco is expected to be among the largest lime operations in the region, supplying a range of mining, agricultural and industrial customers. Firering's portfolio also includes the highly prospective Atex Lithium-Tantalum Project in northern Côte d'Ivoire.

BACKGROUND TO, AND REASONS FOR, THE FUNDRAISING

On 28 May 2024, the Company announced that further to its announcement of 17 August 2023, it had entered into a share purchase agreement dated 28 May 2024 ("SPA") to acquire an initial 20.5% of Limeco Resources Limited ("Limeco"), the owner of a Limestone project located 22km west of Lusaka in Zambia for an aggregate consideration of US$3.55 million. Pursuant to the SPA, Firering was also granted an option to acquire an additional 24.5% interest in Limeco for an aggregate consideration of US$4.65 million ("Option").

The project owned by Limeco was formerly owned by Glencore and comprises a limestone quarry with an estimated mineral resource of more than 73 million tonnes (Source: Golder Associates, October 2017) and a quicklime production facility with the potential to produce between 500 and 600 tonnes of quicklime per day ("Project").

The SPA replaced the option agreement entered into by the Company in respect of Limeco on 16 August 2023 ("Prior Option") and was entered into by Firering, Clearglass Investments Limited ("Clearglass") and then sole shareholder of Limeco, Kai Group Limited ("Vendor").

To date, the Company has acquired 36.2% of the issued share capital of Limeco, including pursuant to Option exercises carried out in July 2025, November 2025 and January 2026. The Fundraising has been carried out in order to fund the next tranche of the Option pursuant to which the Company's shareholding in Limeco shall move to 41.7% by the acquisition of 5.5% of the issued shares of Limeco for a purchase price of US$981,667. In the event that Resolution 1 is not passed at the General Meeting, the Company will be unable to exercise the next tranche of the Option and as such will not acquire this interest. The SPA provides that in such circumstances, Clearglass will step in to Firering's place to exercise the Option tranche.

There shall remain one final tranche of the Option, to be exercised on or before 31 July 2026, pursuant to which the Company will pay a final instalment of US$1,033,333 to acquire an additional 3.3% of the issued share capital of Limeco to move its shareholding to 45%. At that time, Clearglass' shareholding shall move to 5% as a result of the previous non-refundable US$500k fee paid under the Prior Option.

Clearglass is a Cypriot company (Company number HE351995).  Firering's Chairman, Youval Rasin, is a director and 50% shareholder in Clearglass.  Clearglass's other shareholder, Eli Rasin, is the uncle of Youval Rasin. Eli Rasin is also the legal and beneficial owner of Rompartner Limited which is a 6.6% shareholder of the Company. Further information on the SPA, the Option and Limeco was included in the Company's circular to Shareholders published on 31 May 2024 which is available on the Company's website at www.fireringplc.com.

Accordingly, the Company is primarily carrying out the Fundraising in order to fund the consideration payable pursuant to the exercise of the next tranche of the Option, amongst those other items referred to below.

USE OF PROCEEDS

The net proceeds receivable by the Company pursuant to the Fundraising are expected to be approximately £2.34 million.

The net proceeds of the Fundraising will be used to fund:

•          the acquisition of a further 5.5% of Limeco as explained above;

•          Property Transfer Tax associated with the share purchase;

•          Limeco operations;

•         exercise the final option, subject to necessary permissions being granted, allowing Firering to obtain 45% of Limeco; and

•           the Group's working capital requirements.

CURRENT TRADING AND PROSPECTS

The Company's interim results for the six months ended 30 June 2025 were released on 29 September 2025 and the Company is due to release its annual results for the year ended 31 December 2025 by no later than 30 June 2026. A copy of the interim results can be found at www.fireringplc.com.

The Company published a detailed commercial and operational update via RNS on 20 April 2026 which can be seen on the Company's website and also here: https://www.londonstockexchange.com/news-article/FRG/commercial-and-operational-update/17553270.

FINANCIAL INFORMATION

Audited accounts for the Company for each of the three financial periods ended 31 December 2024, 31 December 2023 and 31 December 2022 are available on the Company's website at www.fireringplc.com.

DETAILS OF THE FUNDRAISING

The Fundraising has raised £2.5 million (before expenses) for the Company comprising the issue of 214,100,000 Placing Shares pursuant to the Placing which has raised gross funds of £2.141 million, and the issue of 35,900,000 Subscription Shares pursuant to the Subscription which has raised gross funds of £0.359 million with all New Shares being issued at the Issue Price.

All of the New Shares are being placed or subscribed for (as applicable) conditional, inter alia, on the passing of Resolution 1 at the General Meeting. It is expected that the New Shares will be admitted to trading on AIM at 8.00 a.m. on 19 May 2026.

The Company and Shard have entered into the Placing Letter, pursuant to which Shard has agreed, on behalf of placees, to subscribe for the Placing Shares.

Subscribers, including the Subscribing Directors, have each entered into Subscription Letters with the Company to subscribe £359,000 for 35,900,000 New Shares.

In connection with the Fundraising, and conditional upon Admission, the Company will issue to each participant in the Placing and the Subscription one warrant for every New Share subscribed for, totalling 250,000,000 warrants. Each warrant shall be exercisable at a price per share of 2 pence for a period of 24 months following the date of the General Meeting.

In connection with the Placing, and conditional upon Admission the Company will issue 12,846,000 warrants to Shard exercisable at the Issue Price at any time in the 24 months following the date of the General Meeting.

In addition, the Company will issue 6,878,598 new Ordinary Shares ("Service Provider Shares") to service providers (at the Issue Price) to settle £68,786 due to those parties.

Conditions of the Fundraising

The Fundraising is conditional, inter alia, upon:

a)   the admission of the New Shares to trading on AIM;

b)   the passing of Resolution 1 to be proposed at the General Meeting; and

c)   admission of the New Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 19 May 2026 (or such later time and/or date as the Company and Shard may agree (being not later than 8.00 a.m. on 26 May 2026)).

If such conditions are not satisfied or, if applicable, waived, by the date(s) and time(s) referred to above the Placing and the Subscription will not proceed.

The Fundraising is not underwritten by Shard or any other person.

The Fundraising will result in the issue of 250,000,000 new Ordinary Shares representing approximately 38.11 per cent. of the Enlarged Share Capital.

Related Party Transactions

The Subscribing Directors have subscribed in aggregate £130,000 for 13,000,000 shares in the Subscription at the Issue Price. Premier Miton Group plc has subscribed £306,000 for 30,600,000 shares in the Placing at the Issue Price.

The Subscribing Directors and Premier Miton Group plc will, as for all subscribers under the Placing and Subscription, receive 1 warrant for each New Share subscribed.

All of the above subscriptions constitute related party transactions under AIM Rule 13 of the AIM Rules for Companies.

Related Party	Amount subscribed in the Subscription or Placing (£)	Number of New Ordinary Shares subscribed	Resultant number  of New Ordinary Shares upon Admission	% of Enlarged Share Capital
Youval Rasin	£70,000	7,000,000	40,004,795	6.10%
Shai Kol	£50,000	5,000,000	18,629,888	2.84%
Premier Miton Group plc	£306,000	30,600,000	87,832,740	13.39%
Vassilios Carellas	£10,000	1,000,000	2,474,043	0.38%

Remy Welschinger being the Independent Director for the purposes of these subscriptions considers, having consulted with SPARK, the Company's nominated adviser, that the terms of the participation of each of the Subscribing Directors and Premier Miton in the Subscription and Placing are fair and reasonable in so far as Shareholders are concerned.

PRIOR SHARE ISSUANCES, GENERAL AUTHORITY TO ISSUE SHARES AND INCREASE IN THE COMPANY'S AUTHORISED SHARE CAPITAL

Prior share issuances

At the 2025 AGM, the Directors were authorised to issue and allot up to 16,326,962 Ordinary Shares (or rights to subscribe for Ordinary Shares) in connection with previous fundraisings, and additionally were given a general authority to allot up to 57,434,764 Ordinary Shares. Between the date of the 2025 AGM and the date of this document, the Company has issued and allotted 13,628,570 Ordinary Shares and granted rights to subscribe for up to 2,698,392 Ordinary Shares in connection with fundraisings conditionally carried out prior to the 2025 AGM (as specifically authorised), and issued and allotted 155,786,667 Ordinary Shares and granted rights to subscribe for 4,848,000 Ordinary Shares in respect of equity fundraisings carried by the Company and as previously announced by way of RNS following the 2025 AGM. Accordingly, it is proposed that Shareholders ratify the issue and allotment of these Ordinary Shares at the General Meeting.

General authority to issue Ordinary Shares

In addition to the specific authorities sought in connection with the Fundraising, the Directors are proposing to be given authority to allot a further 450,000,000 Ordinary Shares. Such authority shall continue until the next annual general meeting to be held by the Company later this year.

Authorised share capital

The Company's authorised capital is currently €500,000 divided into 500,000,000 Ordinary Shares of €0.001 each. Given the proposed increases in the Company's issued share capital the Board recommends increasing the Company's authorised ordinary share capital from 500,000,000 Ordinary Shares to 1,000,000,000 Ordinary Shares effective from the date of the General Meeting. The authorised ordinary share capital will be increased to €1,000,000 divided into 1,000,000,000 ordinary shares of €0.001 each.

SETTLEMENT AND DEALINGS

The New Shares will be issued credited as fully paid and will rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after Admission.

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM.  It is expected that Admission will become effective and that dealings in the New Shares will commence on 8.00 a.m. on 19 May 2026, subject, inter alia, to the passing of Resolution 1 at the General Meeting.

GENERAL MEETING

The Fundraising is conditional, inter alia, upon the approval of Shareholders at a general meeting of the Company (the "General Meeting"). A circular, including a notice convening the General Meeting, will be published and is expected to be sent to Shareholders later today. The General Meeting will held be at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2EW at 10.00 a.m. on 18 May 2026.

ENDS

For further information visit www.fireringplc.com or contact:

Firering Strategic Minerals Youval Rasin	E: [e-mail]
SPARK Advisory Partners Limited (Nominated Adviser) Neil Baldwin / James Keeshan	T: [phone]
Shard Capital Partners LLP (Joint Broker) Damon Heath / Erik Woolgar	T: [phone]
St Brides Partners Limited (Financial PR) Isabel de Salis / Susie Geliher	E: [e-mail]

Notes

Firering Strategic Minerals plc (AIM: FRG) is an Africa-focused producer and developer of industrial and critical minerals. The Company's near-term focus is the ramp-up of production at the Limeco project in Zambia, where Firering holds a 36.2% interest with an option to increase this to 45%. Once fully optimised, Limeco is expected to be among the largest lime operations in the region, supplying a range of mining, agricultural and industrial customers. Firering's portfolio also includes the highly prospective Atex Lithium-Tantalum Project in northern Côte d'Ivoire.

 

END