REG - Metals One PLC - Acquisition of Interest in Uranium Venture, USA

Metals OneAnnouncement

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RNS Number : 5761R  Metals One PLC  18 July 2025

18 July 2025

 

Metals One Plc

("Metals One" or the "Company")

 

Acquisition of Interest in Uranium Venture, USA,

Issue of Equity

&

TVR

 

Strategic Expansion of U.S. Uranium Portfolio

 

Initial Interest Acquired in New Mexico Uranium Venture with Option to
Increase

 

Metals One Plc (AIM: MET1), a minerals exploration and development company, is
pleased to announce that it has completed the acquisition of an initial 10%
interest in NovaCore Exploration Inc. ("NovaCore"), a private U.S.-based
company advancing the large-scale Red Basin Uranium Project in Catron County,
New Mexico. The Company has also been granted warrants to increase its
ownership to 30% on terms detailed below.

 

This strategic investment further supports Metals One's U.S. uranium expansion
strategy, adding a third exploration-stage asset to the Company's growing
portfolio, which includes the Squaw Creek (Wyoming) and Uravan (Colorado)
Projects.

 

Highlights

 

·    Large-Scale Uranium Target Identified: NovaCore holds ~15,000 acres
in the Red Basin Uranium District of New Mexico, where historical U.S.
Department of Energy assessments and recent radiometric surveys suggest the
potential for 40 million pounds of U₃O₈.

 

·    Initial 10% Acquired: Metals One has acquired 10% of NovaCore via a
share subscription totalling US$300,000. The Company has also been issued two
tranches of warrants to acquire an additional 10% each (20% in aggregate) on
terms outlined below.

 

·    Advancing Work Programme: NovaCore has completed land staking,
radiometric and geophysical surveys, and is advancing permitting and
environmental studies to support drilling by year-end 2025.

 

Project Overview

 

The Red Basin Uranium Project is located near Pie Town, within New Mexico's
prolific Datil Mountains - Red Basin uranium belt. The area hosts historical
uranium roll-front mineralisation across the Baca and Crevasse Canyon
formations.

 

More recently, NovaCore's gamma spectrometry surveys have identified multiple
uranium-rich zones, with 10-11 potential clusters identified across the
surveyed area.

 

The area has road access, a known permitting regime, and favourable geology
with structural and geophysical targets that remain largely undrilled below
400 feet.

 

NovaCore's board of directors include Neil Herbert (Founder & Chairman)
and Douglas Christopherson (Founder& Technical Advisor) both of whom
played key roles in the management of AIM and TSX listed Uramin Inc. which was
sold for US$2.5 billion.

 

Next Steps

 

·    Completion of NovaCore's permitting and environmental baseline work
under the National Environmental Policy Act (NEPA).

·    Target definition and drill pad placement.

·    Initial drilling planned for late 2025.

·    Warrant assessment and possible exercise to increase ownership to
30%.

 

Transaction Structure

 

The Company has agreed to subscribe for 511,476 new ordinary shares in
NovaCore at a price of $0.587 per share, for an aggregate subscription price
of $300,000 ("the Subscription"). The Subscription amounts to 10% of the
enlarged issued capital of NovaCore. Pursuant to the terms of the
subscription, whilst Metals One holds 10% or more of the issued share capital
of NovaCore it will have the right to appoint one director to the board of
NovaCore. Furthermore, Metals One has been granted warrants in two tranches to
acquire up to a further 20% of the enlarged share capital of NovaCore as
follows:

 

·    Warrant Tranche 1 - to subscribe for 639,273 shares in NovaCore at
US$0.587 per share ("the Exercise Price") for an aggregate exercise price of
approximately US$374,000 for cash or the issue of ordinary shares in Metals
One at a price equivalent to the 30 day VWAP. Warrant Tranche 1 expires on 30
September 2025 and represents 10% of the enlarged share capital at the time of
exercise; and

·    Warrant Tranche 2 - to subscribe for 822,380 shares in NovaCore at
US$0.587 per share ("the Exercise Price") for an aggregate exercise price of
approximately US$482,000 for cash or the issue of ordinary shares in Metals
One at a price equivalent to the 60 day VWAP. Warrant Tranche 2 expires on 30
November 2025.

 

The warrants can be settled by cash or shares at the Company's election.

 

Issue Of Equity & Warrant Exercise

 

The Company intends to issue and allot 15,000,000 ordinary shares in the
Company ("EBT Shares") to the Employee Benefits Trust ("EBT") at a price per
share of £0.001 being the Company's nominal share value, which is equivalent
to ~5% of the current issued ordinary share capital of the Company. These
ordinary shares shall be held in the EBT on trust pending transfer upon the
vesting (or exercise, as the case may be) of awards granted, and for such
other purposes relating to the ongoing recruitment, retention and
incentivisation of employees as may be recommended by the Company from time to
time (subject to the approval of the Remuneration Committee).  The total
shares issued to the EBT now totals 18,127,750 following the 3,127,750 (post
share consolidation) issued in January 2024 as disclosed as part of the IPO
process.

 

Furthermore, the Company also announces it has received notice of the
exercise of Cash Warrants, issued pursuant to the Equity Fundraise announced
on 31 January 2025, over a total of 19,450,000 ordinary shares in the
Company at 2 pence per share and the exercise of 34,250,000 pre-paid warrants
(the "Warrant Shares").

 

Admissions of Shares

 

Application has also been made for the admission of the Warrant Shares to
trading on AIM pursuant to the authorities approved by shareholders at the
General Meeting on 25 March 2025. The Warrant Shares will rank pari passu with
the existing ordinary shares and it is expected that Admission will become
effective at 8.00 a.m. on 21 July 2025.

 

Application has been made for the admission of the EBT Shares to trading on
AIM. The EBT Shares will rank pari passu with the existing ordinary shares and
it is expected that Admission will become effective at 8.00 a.m. on 24 July
2025.

 

Following the issue of the Warrant Shares and the EBT Shares, the Company's
issued share capital will consist of 368,147,750 ordinary shares with voting
rights. Metals One does not hold any ordinary shares in treasury. This figure
of 368,147,750 may be used by shareholders in the Company as the denominator
for the calculations by which they will determine if they require to notify
their interest in, or a change to their interest in, the share capital of the
Company under the UK Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

Craig Moulton, Chairman of Metals One, commented:

 

"This investment in NovaCore provides Metals One with access to one of the
most prospective yet underexplored uranium districts in the western U.S. Our
technical team is impressed with the systematic approach NovaCore has taken in
combining historical data with modern surveys to define large-scale,
high-impact targets. We view this as a low-cost entry into a district that has
the potential to host a future uranium resource of national importance.

 

This transaction follows the Company's recently announced progress at its
Squaw Creek (Wyoming) and Uravan (Colorado) projects and underscores Metals
One's commitment to building a high-quality uranium portfolio focused on
supply-constrained, energy-secure jurisdictions.

 

It has been a busy period of project acquisition and fieldwork following the
financing earlier this year. The efforts of the team in achieving this
transformation is not lost on the Board and we hope to partially incentivise
and retain these key personnel by issuing awards via the EBT in the years
ahead."

 

 

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 (mailto:ir.metalsone@vigoconsulting.com)

 Ben Simons / Kendall Hill / Anna Stacey                  +44 (0)20 7390 0230

 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.

 

Our commodity exposure(*) includes gold, uranium, vanadium, copper, nickel,
cobalt, zinc, and platinum group metals.

 

Our most advanced project is the Black Schist Project in Finland with a 57.1
Mt nickel-copper-cobalt-zinc JORC Inferred Resource adjacent to one of
Europe's largest nickel producers.

 

Our project portfolio(*) spans the USA, Finland and Norway.

 

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

 

(*)Includes projects for which acquisition terms have been agreed pending
completion.

 

Follow us on social media:

 

LinkedIn: https://www.linkedin.com/company/metals-one-plc/
(https://www.linkedin.com/company/metals-one-plc/)

X: https://x.com/metals_one_PLC (https://x.com/metals_one_PLC)

 

Subscribe to our news alert service on the Investors page of our website at:
https://metals-one.com (https://metals-one.com/)

 

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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