Kerrs Deal closes; Indicative value US$10.64M

First Class Metals PLC (LSE: FCM) ("FCM" or the "Company"), the UK-listed gold exploration company with exploration assets in Ontario, Canada, is pleased to provide the following update to its announcement of 15 June 2026, regarding the monetisation of the Kerrs Gold project ("Property").

The Company now confirms that as of today the parties have completed the 'Closing' conditions required by the executed definitive Site Programme and Alternative Land Use Rights Agreement (the "Agreement") with nGRND Inc. ("nGRND") in respect of the Kerrs Gold project located in Ontario, Canada which is 100% owned by First Class Metals Canada Inc. ("FCMC"), a 100% owned subsidiary of First Class Metals PLC.

nGRND has a conditional right to acquire all 386,465 ounces of gold. nGRND has agreed to initially purchase up to 77,293 eligible inventory ounces of gold ("Eligible Ounces"), being 20% of the current compliant resource, with a minimum purchase threshold of 60% of the Eligible Ounces within one year. Based on spot gold prices, which may fluctuate, the purchase price of each ounce of gold from FCM to nGRND is currently valued at US$138 per ounce, with the potential proceeds, excluding bonuses, being an indicative total of US$10.64 Million for the initial purchase agreed at current market pricing.

An additional bonus payment may be paid by nGRND to FCMC for any carbon, biodiversity and ESG attributes that are generated on the Property by nGRND and any specialist experts they engage. Importantly, the Agreement allows the Company to retain ownership of the underlying mineral asset and upside from approved future exploration.

Highlights

• A detailed pricing and payment schedule has now been determined. Payments are based on an initial purchase of 77,293 ounces, the Eligible Ounces.
• A consideration of upwards of US$10.64M has been agreed.
• The value of the Eligible Ounces is relative to the spot gold price on the date of purchase by nGRND.
• nGRND will make an advance deposit payment of US$160,000 to the Company, which will be credited against future payments for Eligible Ounces.
• FCM retains full ownership of the Kerrs Gold project and title to all underlying mineral claims. FCMC has provided a charge under the Canadian Personal Property Security Act and a property charge against the Property to nGRND in order to protect nGRND's rights over the Eligible Ounces so purchased and future monetisation initiatives to conduct and perform carbon, biodiversity and ESG attributes.
• As of the Closing Date, the Company will grant 10 million share warrants priced at 5.5p exercisable within 3 years of Grant and 10 million share warrants at 10p to nGRND exercisable within 5 years of Grant.
• A review of the current NI 43-101 resource estimate is in progress. Any approved compliant increase in resource ounces and/or confidence levels could support further monetisation opportunities with nGRND under the Agreement framework.

The Agreement is an innovative long-term monetisation framework linked to the in-situ NI 43-101 complaint gold resource in the property together with the potential for carbon, biodiversity and ESG attributes that maybe conducted and performed on the site after a feasibility study is conducted.

The Agreement envisages a period during which mining activities may not be conducted on the Property for an initial 30 years. The Company has the option to exit this Agreement after a Lock-In period of 36 months by providing 24 month prior written notice and paying nGRND an agreed upon make-whole sum.

The directors believe the transaction has the potential to be transformational for the Company, establishing a new non-dilutive monetisation pathway for the Company's resource base in addition to traditional funding. Simultaneously the Company maintain full exposure to future resource growth and development success that maximises monetisation from rising gold prices.

Marc J Sale, CEO of First Class Metals PLC, commented:

"This is a pivotal transaction for FCM. Not only does it allow non-dilutive funding to cornerstone exploration funding going forward but potentially allows further long-term monetisation of the Kerrs resource.

The proceeds from this arrangement will materially strengthen the Company's ability to advance, even accelerate, exploration on its district scale Sunbeam property as well as maintain exploration on other key properties.

The current resource review of Kerrs using the higher gold price has the potential to increase the inferred ounces and give guidelines as to how the confidence can be upgraded."

Professor Lisa Wilson CEO of nGRND commented:

"This Agreement establishes a new paradigm for junior developers and mining exploration companies as it demonstrates that innovation can provide mining with environmental stewardship as a value driven commercial activity. Traditionally, gold properties are seen as a binary choice - extract the resources or preserve the land. The transaction with FCM breaks this dichotomy by unlocking two distinct value and monetisation streams and affords further exploration whilst doing better for people, planet and the future. nGRND are very proud to break such new ground with FCM."

About nGRND Inc.

nGRND Inc. is a land management and sustainability company that supports verified gold discovery and enables its monetisation by keeping it in the ground for its partner property owners and investors. Alternative land use addresses the critical need to transition to a low-carbon and more sustainable climate positive economy with additional long-term monetisation opportunities through ESG and SDG measured impact initiatives.

nGRND's vision is to become the world's biggest resource company that does not mine.

nGRND's Site Programme process allows verified gold mineral resources to remain in-ground providing sources of revenue that are not dilutive to the capital structure for property owners that may be facing a currently uneconomical or environmentally difficult pathway to extraction, helping to mitigate risks such as geological uncertainty, cost of extraction, and regulatory and environmental exposure, while still supporting their further exploration and prospecting abilities.

Through its specialist expert partners, nGRND also analyses and conducts alternative land use ESG, SDG and other sustainability project feasibility and origination agreements creating additional revenue

For more information, visit https://ngrnd.com and follow us on X.

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