Placing to Advance Black Schist Project

Metals One PLC

20 May 2024

 

20 May 2024

Metals One Plc

("Metals One" or the "Company")

£895,000 Placing to Advance Finland Black Schist Ni-Zn-Cu-Co Project,

Option to Acquire 100% of Black Schist Project

&

Appointment of Joint Broker

Metals One (AIM: MET1), which is advancing strategic metals projects in Finland and Norway, announces it has raised gross proceeds of £895,000 through a placing and subscription (the "Placing") of 89,500,000 new ordinary shares of 1p each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 1p per share (the "Placing Price") to support the development of the Finland - Black Schist Ni-Zn-Cu-Co Project (the "Black Schist Project").

The proceeds from the Placing will allow for the termination of the farm-in agreement with Gunsynd PLC ("Gunsynd") and provide Metals One with the option to regain 100% ownership of its cornerstone Black Schist Project by funding its own work programme and retaining greater ownership, as well as providing additional working capital. Details of the termination terms agreed with Gunsynd are provided further below.

Black Schist Project - Resource Upgrade Programme

The Black Schist Project comprises several exploration licences and reservations across the Kainuu Schist Belt which is the host geological sequence to black schists extracted by the nearby Talvivaara mine, considered to be one of Europe's largest nickel-zinc-copper-cobalt producers.

The Black Schist Project has an existing JORC Inferred Resource (at the R1 target) of 28.1 Mt at a grade of 0.19% Ni (53,800t), 0.10% Cu (27,900t), 0.01% Co (3,400t) and 0.38% Zn (180,000t), and a JORC Exploration Target (at the P5 target) of 16-24 Mt. Metals One is seeking to rapidly convert the P5 target to a Mineral Resource, followed by an expansion programme with an ambition to realise, in the longer term, a global resource in the order of 200 Mt to underpin a long-term producing asset.

Funds raised will enable Metals One to progress its resource upgrade programme (which includes drilling), targeting an anticipated increase in resource from the current 28.1 Mt of Talvivaara-type mineralisation. The Company is on track to share its interpretation and updated resource this quarter and expects the updated resource to underpin a Scoping Study in the second half of 2024 which would represent a key milestone in the Company's transition from exploration and discovery to project development.

Gunsynd Farm-In Termination Agreement

On 25 July 2023, Metals One entered into a subscription and shareholders' agreement between Metals One, Metals One Finland Oy (formerly named FinnAust Mining Northern Oy) ("Metals One Finland") and Gunsynd, as detailed in the Company's admission document, pursuant to which Gunsynd agreed to subscribe for such number of shares in the capital of Metals One Finland (which holds the Black Schist Project) as is equal to 25% of the voting rights of Metals One Finland, at an aggregate subscription price of £1,000,000 over four tranches of £250,000 (the "Gunsynd Farm-In").

On 16 November 2023, Gunsynd subscribed for the initial 6.25% tranche of the voting rights of Metals One Finland for an aggregate price of £250,000.

Alongside today's Placing, the Company has reached an agreement with Gunsynd to terminate the Gunsynd Farm-In. As part of the termination agreement, Metals One has been granted a three year option to re-acquire the 6.25% of Metals One Finland currently held by Gunsynd for an aggregate consideration of £250,000 payable, at the discretion of the Company, either wholly or partly in cash or Ordinary Shares in the capital of the Company at the greater of the Placing Price or the 30 day VWAP prior to exercising the option (such Ordinary Shares, if used as consideration, will be locked-in for a period of 12 months from the date of allotment and issue of such shares).

As part of the Gunsynd Farm-In, Gunsynd was also granted warrants to subscribe for 1,500,000 Ordinary Shares in the Company. These warrants have been cancelled as part of the termination agreement.

Directors' Subscription

Certain Directors of the Company have subscribed, in aggregate, for 9,000,000 Placing Shares at the Placing Price (the "Directors' Subscription") as listed below:

Name	Number of Placing Shares	Shareholding upon Admission	% holding upon Admission
Jonathan Owen	2,500,000	4,344,228	1.3%
Daniel Maling	2,500,000	6,559,202	2.0%
Alastair Clayton	1,000,000	2,945,000	0.9%
Craig Moulton	1,000,000	1,367,000	0.4%
Thomas Levin	1,000,000	1,000,000	0.3%
Winton Willesee	1,000,000	14,500,000*	4.4%

^*Chincherinchee Nominees Pty Ltd holds 13,500,000 of these shares as bare trustee for Azalea Family Holdings Pty Ltd as trustee for the Britt and Winton Willesee Family Trust and as bare trustee for Cheena Corporate Pty Ltd as trustee for the Cheena Trust Erlyn Dawson and Luke Dawson. Chincherinchee Nominees Pty Ltd is controlled by Winton Willesee and is one of the SRH Vendors (as defined in the admission document).

The Directors' Subscription is a related party transaction under the AIM Rules. Accordingly, the remaining Director, Sara Minchin, who is a Non-Executive Director of the Company, is deemed to be independent of the Directors' Subscription and, having consulted with the Company's Nominated Advisor, considers the Directors' Subscription to be fair and reasonable insofar as the Company's shareholders are concerned. Further information regarding the Director's Subscription follows in the Appendix below.

Jonathan Owen, Chief Executive Officer of Metals One, commented:

"The Black Schist Project is the cornerstone of Metals One's ambition to build a scalable, low-cost strategic metals producing asset. Our decision to raise funds directly and replace the farm-in agreement demonstrates our confidence and that of our investors in the project's development potential. With the EU actively encouraging the development of strategic projects like ours which aim to supply critical metals from within the bloc, the opportunity is highly compelling. We are thrilled with the investor support for our work programme and look forward to updating the market as we achieve key milestones."

Admission of Placing Shares and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on or around 24 May 2024.

The Placing Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 330,217,500 with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital pursuant to (i) the Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the London Stock Exchange plc as amended from time to time.

Appointment of Joint Broker

Metals One is pleased to announce the appointment of Capital Plus Partners Limited as Joint Broker to the Company with immediate effect.

Enquiries:

Metals One Plc Jonathan Owen, Chief Executive Officer	via Vigo Consulting [phone]
Beaumont Cornish Limited (Nominated Adviser) James Biddle / Roland Cornish www.beaumontcornish.com	[phone]
Shard Capital Partners LLP (Joint Broker) Damon Heath / Erik Woolgar	[phone]
SI Capital Limited (Joint Broker) Nick Emerson	[phone]
Capital Plus Partners Limited (Joint Broker) Keith Swann https://www.capplus.co.uk/	[phone]
Vigo Consulting (Investor Relations) Ben Simons / Kendall Hill [e-mail]	[phone]

About Metals One

Metals One is developing strategic battery metals projects in Finland (Black Schist Project) and Norway (SRH Råna Project), with approximately £9 million of exploration carry exposure through farm-in agreements. Metals One is aiming to help meet the significant critical 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 an Inferred Resource of 28.1 Mt nickel-zinc-copper-cobalt and is located adjacent to Talvivaara, Europe's largest operating nickel mine. Metals One's fully carried SRH Råna Project in Norway covers 18.14 km² across three contiguous exploration licences, with significant opportunity for brownfield exploration of the Råna intrusion, and proven potential for massive sulphide nickel-cobalt-copper mineralisation.

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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').

Glossary

Co	cobalt
Cu	copper
Mt	million tonnes
Ni	nickel
JORC Inferred Resource	Metals One's existing Inferred Mineral Resource at the Black Schist Project of 28.1 Mt of Talvivaara-type mineralised material at a grade of 0.19% Ni (53,800t), 0.10% Cu (27,900t), 0.01% Co (3,400t) and 0.38% Zn (180,000t). Refer to the Company's admission document here for further information
schist	a medium-grade metamorphic rock formed from mudstone or shale
t	tonnes
VWAP	volume-weighted average price
Zn	zinc

Appendix

Directors' Subscription - Additional Information

1	Details of the person discharging managerial responsibilities
a)	Name	Jonathan Owen
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Metals One Plc
b)	LEI	213800WGPHJ5MC5QLJ19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares  GB00BMH3KM70
b)	Nature of the transaction	Share Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 2,500,000
d)	Aggregated information -  Aggregated volume -  Price	Price(s) Volume(s) 1p 2,500,000
e)	Date of the transaction	17 May 2024
f)	Place of the transaction	LSE (AIM)

1	Details of the person discharging managerial responsibilities
a)	Name	Daniel Maling
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Metals One Plc
b)	LEI	213800WGPHJ5MC5QLJ19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares  GB00BMH3KM70
b)	Nature of the transaction	Share Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 2,500,000
d)	Aggregated information -  Aggregated volume -  Price	Price(s) Volume(s) 1p 2,500,000
e)	Date of the transaction	17 May 2024
f)	Place of the transaction	LSE (AIM)

1	Details of the person discharging managerial responsibilities
a)	Name	Alastair Clayton
2	Reason for the notification
a)	Position/status	Chairman
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Metals One Plc
b)	LEI	213800WGPHJ5MC5QLJ19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares  GB00BMH3KM70
b)	Nature of the transaction	Share Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 1,000,000
d)	Aggregated information -  Aggregated volume -  Price	Price(s) Volume(s) 1p 1,000,000
e)	Date of the transaction	17 May 2024
f)	Place of the transaction	LSE (AIM)

1	Details of the person discharging managerial responsibilities
a)	Name	Craig Moulton
2	Reason for the notification
a)	Position/status	Independent Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Metals One Plc
b)	LEI	213800WGPHJ5MC5QLJ19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares  GB00BMH3KM70
b)	Nature of the transaction	Share Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 1,000,000
d)	Aggregated information -  Aggregated volume -  Price	Price(s) Volume(s) 1p 1,000,000
e)	Date of the transaction	17 May 2024
f)	Place of the transaction	LSE (AIM)

1	Details of the person discharging managerial responsibilities
a)	Name	Thomas Levin
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Metals One Plc
b)	LEI	213800WGPHJ5MC5QLJ19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares  GB00BMH3KM70
b)	Nature of the transaction	Share Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 1,000,000
d)	Aggregated information -  Aggregated volume -  Price	Price(s) Volume(s) 1p 1,000,000
e)	Date of the transaction	17 May 2024
f)	Place of the transaction	LSE (AIM)

1	Details of the person discharging managerial responsibilities
a)	Name	Winton Willesee
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Metals One Plc
b)	LEI	213800WGPHJ5MC5QLJ19
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares  GB00BMH3KM70
b)	Nature of the transaction	Share Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 1,000,000
d)	Aggregated information -  Aggregated volume -  Price	Price(s) Volume(s) 1p 1,000,000
e)	Date of the transaction	17 May 2024
f)	Place of the transaction	LSE (AIM)

 

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