REG - Metals One PLC - Conditional Acquisition of Finland Copper Projects

Metals OneAnnouncement

19/03/2025 07:15

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RNS Number : 2737B  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                                                       via Vigo Consulting

 Jonathan Owen, Chief Executive Officer                               +44 (0)20 7390 0234

 Alastair Clayton, Chairman

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

 James Biddle / Roland Cornish

 www.beaumontcornish.com (http://www.beaumontcornish.com)

 SI Capital Limited (Joint Broker)                                    +44 (0)14 8341 3500

 Nick Emerson

 Capital Plus Partners Limited (Joint Broker)                         +44 (0)20 3821 6169

 Jonathan Critchley

 https://www.capplus.co.uk/ (https://www.capplus.co.uk/)

 Vigo Consulting (Investor Relations)                                 +44 (0)20 7390 0234

 Ben Simons / Kendall Hill / Anna Stacey

 metalsone@vigoconsulting.com (mailto:metalsone@vigoconsulting.com)

 

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 km(2) 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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