Conditional Acquisition of Finland Copper Projects

Metals One PLC

19 March 2025

 

19 March 2025

Metals One Plc

("Metals One" or the "Company")

Conditional Acquisition of Finland Copper Projects

Hammaslahti Cu-Zn and Outokumpu Cu projects expand Nordic footprint with key metal in high demand

Metals One (AIM: MET1), which is advancing strategic minerals projects in Finland and Norway, announces that it has entered into a Binding Term Sheet ("Term Sheet") in respect of the conditional acquisition of the entire issued share capital of FinnAust Mining Finland Oy (the "SPV") from 80 Mile Plc (AIM: 80M) (the "Transaction"). The SPV holds certain licences comprising the Hammaslahti Copper-Zinc Project and Outokumpu Copper Project and in Finland (the "Licences").

Subject to completion of the Transaction, which is conditional upon the satisfaction of various conditions as detailed below including the execution of a sale and purchase agreement ("SPA") and completion of the equity fundraise announced on 31 January 2025 (see below), Metals One will obtain 100% ownership of both projects, increasing its exposure to copper.  

Details of the Licences and Transaction are included below.

Hammaslahti Copper-Zinc Project ("Hammaslahti Licences")

The Hammaslahti Copper-Zinc Project is prospective for VMS mineralisation and contains the historical Hammaslahti mine which produced over 7Mt at an average grade of 1.16% copper, 1.55% zinc, 0.59 g/t gold and 5.2 g/t silver between 1973 and 1986.

Drilling by 80 Mile Plc ("80M") identified previously unknown extensions to the Hammaslahti mine mineralisation with multiple intersections of high-grade massive sulphides. Examples of this extensional mineralisation include 3.4m at 11.5% copper and 3 ppm gold.

The most recent diamond drilling programme in 2023 was successful in intersecting sulphide mineralisation in each of the eight holes drilled with one occurrence at only 75m depth. Drillhole HAM0008 returned a significant intersection of 5.7m of mineralisation grading 2.99% copper-equivalent ("CuEq") including 2.1m at 6.31% CuEq (see RNS by 80M (formerly Bluejay Mining Plc dated 2 October 2023).

Reinterpretations of the geophysical and geological data by 80M show significant potential for new mineralisation which Metals One intends to test with a follow-up drill programme later this year.

According to management accounting information provided by 80M, in excess of €3.8 million (£3.2 million) has been spent historically by 80M on drilling and exploration activities at Hammaslahti.

Further detail on the Licences is included in the Appendix.

Outokumpu Copper Project ("Outokumpu Licences")

The Outokumpu Copper Project covers most of the northeast-southwest trending Outokumpu Copper Belt, which has produced several high-grade copper mines, including the world famous Outokumpu Copper mine which produced 28.5Mt at 3.8% Cu between 1908 and 1988. Six drill-ready targets have been identified by 80M, which the Company believes have good potential for hosting high grade copper along strike from and immediately adjacent to the former operating mines.

Metals One intends to undertake higher-resolution geophysical surveys of the targets this year in preparation for a future drill programme.

According to management accounting information, close to €2.5 million (£2.1 million) has been spent historically by 80M on exploration activities at Outokumpu.

Further detail on the Licences is included in the Appendix.

Jonathan Owen, CEO of Metals One, commented:

"The strong demand and tightening supply dynamics in the copper markets have created an opportunity for Metals One as we already have boots on the ground in Finland and the ability to advance these projects efficiently and in the near-term, while allowing 80 Mile Plc to focus on its other activities.

With financing now in place, Metals One is in a position to acquire and progress previously screened projects such as these, and apply the resources needed to bring them to fruition.

The Board has considerable knowledge of these assets and believes that with a disciplined, phased exploration programme it can unlock their potential for the benefit of Metals One shareholders. To this end, there is a wealth of historical data, geophysical modelling and drilling core that comes with this Transaction, giving us a high level of confidence in the exploration plan ahead of us. The next steps will include planning and contracting for a drilling campaign at Hammaslahti and geophysical studies at Outokumpu."

Transaction

The consideration payable for the SPV is £250,000 in cash and the allotment and issue of such number of ordinary shares in Metals One (the "Consideration Shares") that equals 10% (the "10% Cap") of the issued share capital as enlarged by the issue of new ordinary shares pursuant to the exercise of all warrants and conversion of all convertible loan notes in connection with the equity fundraise announced on 31 January 2025 (the "Equity Fundraise"), and new shares issued to investors pursuant to a retail offer to be conducted by Metals One shortly after the General Meeting to be held on 25 March 2025 (together the "Fundraising Shares").

The Consideration Shares will be allotted and issued approximately six months after completion of the Transaction, following the expiry of the standstill periods agreed by Metals One in connection with the Equity Fundraise (and as announced by Metals One on 31 January 2025) (the "Allotment Date"), and, to the extent not all of the Prepaid Warrants (as defined in the General Meeting Circular) have been exercised and the resultant shares in Metals One issued prior to the Allotment Date, a warrant ("Top-Up Warrant") will be granted to 80M which will entitle 80M for a period of 12 months to exercise warrants for such number of new ordinary shares as is equal to 10% of any new ordinary shares allotted and issued pursuant to the exercise of any Prepaid Warrants from time to time, provided that any new ordinary shares issued pursuant to the Top-Up Warrant taken together with any Consideration Shares issued to 80M will not exceed the 10% Cap.

Based on the maximum number of Fundraising Shares that could be issued, the maximum number of Consideration Shares to be issued to 80M would be 79,114,675 (approximately equal to £1.6 million at the warrant exercise price of 2p). The minimum number of Consideration Shares to be issued to 80M, assuming the Prepaid Warrants are exercised in full and the retail offer is fully subscribed, will be 29,114,675 shares (approximately £582,293 at the warrant exercise price of 2p).

Following completion, Metals One will have all rights arising under, or in connection with, the Licences, save that 80M will retain any rights in respect of the extraction of industrial gasses under the Licences.

The Transaction is subject to and conditional upon the satisfaction of various conditions, including (but not limited to) the execution of an SPA, the completion of the Equity Fundraise, consent from the Net Smelter Royalty holders on the Licences, and regulatory approval in Finland (although the latter is not currently expected to be formally required). The SPA will contain (amongst other standard terms and conditions including a right of first refusal to 80M) restrictions on 80M (together with its concert parties) acquiring shares in Metals One to the extent such acquisition results in 80M (or its concert parties) holding 30% or more of the voting rights in Metals One (the "Takeover Code Restriction").

Following completion and in connection with this Transaction, 80M shall have the right to appoint a director to the board of Metals One, to remove such person and to appoint another person in their place, for as long as 80M holds at least 10% of the voting rights of the Company. Such appointment will be subject to approval by Metals One's AIM Nominated Adviser. Further information on a proposed appointment of a director representative will be announced in due course. 80M will be subject to orderly market provisions in respect of the Consideration Shares for 12 months after completion.

In the 12 months ended 31 December 2024, the SPV reported a loss before interest and tax of €43,345 on Turnover of €nil and as at 31 December 2024 the Net Assets of the SPV were €-6,392,134. Further details of the Net Smelter Royalties will be provided once the parties have entered into the SPA.

Related Party Disclosure

80M is a 17.29% shareholder in the Company and is therefore considered a Related Party of the Company, as defined in the AIM Rules for Companies.  The Independent Directors, being all Directors with the exception of Thomas Levin, having consulted with the Company's Nominated Adviser, consider the terms of the Transaction to be fair and reasonable insofar as shareholders are concerned.  In coming to this conclusion, the Independent Directors have noted the historical work and expenditure on the Licences and the potential value appreciation that could be achieved with relatively modest exploration spend.

Figure 1: Metals One's Finland project portfolio post-Transaction

Enquiries:

Metals One Plc Jonathan Owen, Chief Executive Officer Alastair Clayton, Chairman	via Vigo Consulting [phone]
Beaumont Cornish Limited (Nominated Adviser) James Biddle / Roland Cornish www.beaumontcornish.com	[phone]
SI Capital Limited (Joint Broker) Nick Emerson	[phone]
Capital Plus Partners Limited (Joint Broker) Jonathan Critchley https://www.capplus.co.uk/	[phone]
Vigo Consulting (Investor Relations) Ben Simons / Kendall Hill / Anna Stacey [e-mail]	[phone]

About Metals One

Metals One is developing strategic metals projects in Finland (Black Schist Project) and Norway (Råna Project). Metals One is aiming to help meet the significant demand for strategic minerals by defining resources on the doorstep of Europe's major electric vehicle OEMs and battery manufacturers. Metals One's Black Schist Project in Finland, totalling 706 km² across three licence areas, has a total Inferred Resource of 57.1 Mt nickel-copper-cobalt-zinc and is located adjacent to one of Europe's largest strategic minerals producers, Terrafame. Metals One's fully carried Råna Project in Norway covers 18.14 km² across three contiguous exploration licences, with significant opportunity for exploration of the Råna intrusion, and proven potential for massive sulphide nickel-cobalt-copper mineralisation.

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Qualified Person Statement

Craig Moulton is an Independent Non-Executive Director of the Company and the Qualified Person who reviewed and approved the technical disclosures in this news release. Mr Moulton has over 30 years' experience in the mining industry, having worked for Rio Tinto, Cliffs and Wood Mackenzie, and is a trained Geologist and Mineral Economist. Mr Moulton holds a BSc (Hons) in Geology and a MSc in Mineral Economics and is a qualified person under the AIM Rules. Mr Moulton consents to the inclusion of the technical information in this release and context in which it appears.

Market Abuse Regulation (MAR) Disclosure

The information set out below is provided in accordance with the requirements of Article 19(3) of the Market Abuse Regulations (EU) No. 596/2014 which forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR').

Nominated Adviser

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Glossary

Cu	Copper
g/t	Grams per tonne
m	Metres
Mt	Million tonnes
ppm	Parts per million
VMS	Volcanogenic massive sulfide
Zn	Zinc

APPENDIX

Hammaslahti Licences

Permit ID	Status	Name	Holder	Type	Area (Ha)
ML2012:0037	Valid	Hammaslahti 1-2	FinnAust Mining Finland Oy	Exploration permit	40
ML2012:0134	Valid	Hammaslahti 3	FinnAust Mining Finland Oy	Exploration permit	379
ML2013:0119	Valid	Tohmajärvi	FinnAust Mining Finland Oy	Exploration permit	912
ML2013:0125	Valid	Hammaslahti C	FinnAust Mining Finland Oy	Exploration permit	194
ML2019:0064	Valid	Tikkala	FinnAust Mining Finland Oy	Exploration permit	793
ML2017:0038	Application	Tohmajärvi 2	FinnAust Mining Finland Oy	Exploration permit	532
ML2019:0064	Application	Tikkala	FinnAust Mining Finland Oy	Exploration permit	781
ML2019:0065	Application	Akkala	FinnAust Mining Finland Oy	Exploration permit	812

Outokumpu Licences

Permit ID	Status	Name	Holder	Type	Area (Ha)
ML2012:0016	Valid	Kuusjärvi 32	FinnAust Mining Finland Oy	Exploration permit	228
ML2012:0090	Valid	Kesseli 3	FinnAust Mining Finland Oy	Exploration permit	518
ML2012:0171	Valid	Haaponiemi	FinnAust Mining Finland Oy	Exploration permit	397
ML2012:0172	Valid	Kokonvaara	FinnAust Mining Finland Oy	Exploration permit	255
ML2014:0078	Valid	Haapovaara	FinnAust Mining Finland Oy	Exploration permit	1000
ML2017:0032	Valid	Teyrisuo	FinnAust Mining Finland Oy	Exploration permit	114
ML2017:0109	Valid	Maljasalmi	FinnAust Mining Finland Oy	Exploration permit	185
VA2024:0049	Valid	Pertt	FinnAust Mining Finland Oy	Reservation	5426
ML2017:0032	Application	Teyrisuo	FinnAust Mining Finland Oy	Exploration permit	114
ML2017:0134	Application	Kuusjärvi	FinnAust Mining Finland Oy	Exploration permit	515
ML2018:0028	Application	Polvijärvi 1	FinnAust Mining Finland Oy	Exploration permit	997
ML2018:0073	Application	Valkeavaara	FinnAust Mining Finland Oy	Exploration permit	198
ML2024:0085	Application	Perttilahti	FinnAust Mining Finland Oy	Exploration permit	1095

 

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