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REG - Metals One PLC - Acquisition of Stake in Evolution Energy Minerals

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RNS Number : 1194Y  Metals One PLC  05 September 2025

5 September 2025

 

Metals One Plc

("Metals One" or the "Company")

 

Acquisition of Stake in Evolution Energy Minerals and Part-Underwriting of
Rights Issue

 

Strategic investment in a large, high-grade mineral resource potential
Tanzania graphite project

 

Metals One (AIM: MET1), a critical and precious metals exploration and
development company, is pleased to announce it has acquired a strategic
shareholding in Evolution Energy Minerals Ltd (ASX: EV1) ("Evolution") and
agreed to underwrite part of Evolution's current Rights Issue.

 

Evolution's primary project is the large, development-ready, high grade
mineral resource potential Chilalo Graphite Project in Tanzania ("Chilalo"),
supported by binding offtake agreements covering more than 90% of production.

 

Transaction Summary

 

·    Market purchase of 37,900,000 million Evolution shares from Marvel
Gold Limited (ASX:MVL) at A$0.011 per share, representing a premium of 10% to
the Rights Issue price (see below), for total consideration of A$416,900
(approximately £202,000) ("Share Purchase") resulting in an initial 10.45%
shareholding in Evolution

·    Metals One will underwrite a portion of Evolution's announced Rights
Issue at A$0.01 up to A$530,000 (approximately £257,000) (the "Underwriting")
of the fully underwritten A$1.45 million total Rights Issue

·    Following completion of the Share Purchase and Underwriting, and
noting that the Company will not hold rights as a shareholder in the Rights
Issue, Metals One will hold up to approximately 88 million Evolution shares
representing approximately 17.37% of Evolution's enlarged issued share capital

 

Strategic Rationale

 

·    Exposure to a Development-Ready Graphite Project: Evolution owns the
Chilalo Graphite Project in Tanzania, which has a post-DFS NPV(8) of A$518
million and IRR of 32%, supported by binding offtake agreements covering more
than 90% of production

·    Positioning in Critical Minerals: investment broadens Metals One's
portfolio beyond its existing uranium, nickel, copper, PGE and gold exposure,
adding graphite - a mineral of growing strategic importance amid U.S. tariffs
on Chinese supply and Chinese export controls

·    Supportive Shareholder Base: Evolution is backed by ARCH Sustainable
Resources Fund, which holds 25%

 

Chilalo Graphite Project Opportunity

 

Chilalo is situated in the Nachingwea property, an approximately 5,400 km²
tenement area in south-eastern Tanzania. The deposit boasts a world-leading
flake size, meaning that the graphite could potentially be used for
high-performance applications such as batteries and thermal systems due to its
superior properties. Geologically, the deposit lies within the Mozambique
Mobile Belt, sharing structural similarity with other major graphite
operations like Syrah Resources Ltd's (ASX: SYR) Balama Project and Ryzon
Materials Ltd's (ASX: MNS) Nachu Project.

 

Chilalo benefits from near-surface graphite mineralisation (within 100m)
hosted in felsic gneiss and amphibolites. It has a total JORC Indicated and
Inferred Resource of 67.3 Mt @ 5.4% TGC for 3.7 Mt of graphite. Significant
exploration upside potential exists with new high-grade zones discovered in
2023 at Chilalo East and Chilalo E2.

 

Evolution is actively engaged with industry development funds, development
banks and technical partners, including YXGC (the world's leading expandable
graphite processor) and BTR New Material Group (a leading battery anode
producer), to fund and develop Chilalo.

 

Metals One believes that Chilalo represents one of the few advanced graphite
projects positioned to supply ex-China markets, underpinned by strong ESG
credentials, government support in Tanzania, and significant exploration
upside including copper-lead-zinc targets.

 

Jonathan Owen, CEO of Metals One, commented:

 

"Securing a strategic stake in Evolution provides Metals One shareholders with
exposure to a high-quality development-ready graphite project at a highly
attractive entry point. The Chilalo project has robust economics, binding
offtake agreements with tier-one partners, and sits within a rapidly
tightening global graphite supply chain. We believe Chilalo has multi-decade
mine life potential with scope to expand resources through near-surface
discoveries.

 

I have direct experience of operating in Tanzania, which is one of the more
stable African jurisdictions for investment and large-scale projects and
indeed have been aware of Chilalo for some time. We are pleased to create
exposure for our investors to this opportunity and look forward to value
accretion as the project advances towards financing and construction."

 

Diversification into Graphite

 

Graphite has been designated a strategic mineral by the USA, EU, and Japan,
and the graphite market is experiencing significant growth, driven primarily
by surging demand for lithium-ion batteries used in electric vehicles, energy
storage systems, and portable electronics. As the dominant anode material in
lithium-ion batteries, graphite is critical to the global energy transition.
In addition to battery applications, graphite's thermal, conductive, and
lubricating properties make it essential in a range of industrial uses.

 

The US commerce department said in July 2025 that it would impose a 93.5
percent tariff on anode active materials from China, which covers graphite
imports. This has transformative potential for graphite miners from favourable
jurisdictions, as the US imported $143 million worth of graphite this year.

 

Related Party Transaction

 

Craig Moulton, the Company's Chairman, is an executive director of Evolution
and therefore the Underwriting is considered a Related Party Transaction under
the AIM Rules. The independent directors of Metals One, being Jonathan Owen
and Daniel Maling, having consulted with the Company's Nominated Advisor,
consider the terms of the Underwriting to be fair and reasonable and in the
best interests of the Company and its shareholders. In reaching this
conclusion the independent directors have considered the support the Company
has received from its existing major shareholders in the Rights Issue along
with their own knowledge of the company's assets.

 

For the financial year ended 30 June 2024, Evolution reported a loss before
tax of A$10,576,353 on nil revenue and, as at that date, had Net Assets of
A$8,162,878.

 

Enquiries:

 

 Metals One Plc                                           info@metals-one.com (mailto:info@metals-one.com)

 Jonathan Owen, Chief Executive Officer                   +44 (0)20 7981 2576

 Craig Moulton, Chairman

 Beaumont Cornish Limited (Nominated Adviser)             +44 (0)20 7628 3396

 James Biddle / Roland Cornish
 Capital Plus Partners Limited (Joint Broker)             +44 (0)207 432 0501

 Jonathan Critchley
 Vigo Consulting (UK Investor Relations)                  IR.MetalsOne@vigoconsulting.com +44 (0)20 7390 0230

 Ben Simons / Fiona Hetherington / Anna Stacey
 Fairfax Partners Inc (North America Investor Relations)  connect@fairfaxpartners.ca (mailto:connect@fairfaxpartners.ca)

                                                          +1 604 366 6277

 

About Metals One

 

Metals One is pursuing a strategic portfolio of critical and precious metals
projects in low-risk jurisdictions, underpinned by the Western World's urgent
need for reliably and responsibly sourced raw materials, and record high gold
prices.

 

Metals One's shares are listed on the London Stock Exchange's AIM Market
(MET1).

 

Schedule of projects/investments:

 

 Project/Company                 Commodities      Location      Ownership  Acquisition Status
 Black Schist Project            Ni, Zn, Cu, Co   Finland       93.75%     Completed - July 2023
 CleanTech Lithium (AIM: CTL)    Li               Chile         10.7%      Pending CTL shareholder approval 29 August 2025
 Fulcrum Metals (AIM: FMET)      Au               Canada        5.9%       Completed - July 2025
 Lillefjellklumpen Project       PGE, Au, Ni, Cu  Norway        100%       SPA executed, completion pending
 Lions Bay Capital (TSX-V: LBI)  Au, Cu           South Africa  19.1%      Completed 1(st) Tranche - August 2025
 Radium Mountain Project         U, V             USA           75%        Completed - August 2025
 Råna Project                    Ni, Cu, Co       Norway        39%        Completed - July 2020
 Red Basin Project               U                USA           35%        Completed - August 2025
 Squaw Creek Project             U                USA           100%       Completed - July 2025
 Swales Project                  Au               USA           100%       Completed - June 2025
 Uravan Belt Project             U, V             USA           100%       Completed - July 2025
 Vanadium King Project           U, V             USA           75%        Completed - August 2025
 Wedding Bell Project            U, V             USA           75%        Completed - August 2025

 

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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').

 

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.

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.   END  ACQSSUFULEISEEU

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