REG - Technology Minerals - Business Update

Technology MineralsAnnouncement

15/01/2026 07:00

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RNS Number : 9569O  Technology Minerals PLC  15 January 2026

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

15 January 2026

 

Technology Minerals Plc

 

("Technology Minerals" or the "Company")

 

Business Update

 

Update on Annual Report & Accounts, Equity Fundraise, Proposed new Board
appointments, Appointment of Broker, Conditional Settlement with Existing CLN
Holders, and Operational Update

 

Technology Minerals Plc (LSE: TM1), the first UK listed company focused on
creating resource and manufacturing resilience through a sustainable circular
economy for battery metals and other critical resources, is pleased to provide
the following business update.

Update on publication of Annual Report and Accounts

The Company is currently working to complete its audit for the period ending
30 June 2025. Unforeseen delays have occurred including the requirement to
treat Recyclus as a subsidiary for accounting purposes, which has resulted in
Recyclus Group Ltd ("Recyclus"), Technology Minerals' 48.35% owned battery
recycling business, being subject to a full audit. The Board is working with
the auditors to resolve the audit sign-off as soon as possible and will keep
shareholders updated as a matter of priority.

Equity fundraise

The Company has received irrevocable commitments to raise £350,000 through
the issue of 350,000,000 ordinary shares (the "Subscription") at a price per
share of 0.1 pence (the "Subscription Price").  Participants in the
Subscription include Nick Bridle and Mick Cataldo. The subscription price
represents an 11% premium to the pre-suspension price of 0.09p. Each
subscription share will have one warrant attached to it, exercisable subject
to the usual requirement for authorities to allot equity securities, at the
Placing Price, with a term of 60 months. The Subscription will provide
immediate working capital for the Company.

Subscription shares will rank pari passu with the Company's existing ordinary
share capital.

Proposed new Directors of the Company

Technology Minerals has been working with Nick Bridle and Mick Cataldo for a
number of months. These discussions have related to exploring opportunities
for the Company and its projects. They bring deep Defence and National
Security pedigree, with extensive experience spanning the Armed Forces,
expeditionary operations, defence-related infrastructure, logistics and
complex operational systems - areas with a published need for critical
resilience of production processes (including manufacturing and raw products
used within defence equipment).

As a condition precedent of the Subscription, Nick Bridle and Mick Cataldo
will join the Board as non-executive directors, with no remuneration accruing
at this time. The appointments will be effective immediately following
completion of relevant customary due diligence checks by the Company's
advisers. A further announcement will be made in due course, including any
disclosures required under UK Listing Rule 6.4.8, should they be applicable.

Nick and Mick will be working with the Board to execute the furtherance of the
Company's portfolio and to identify new opportunities for expansion within the
wider implementation and extensive utilisation of the circular economy and its
process, as well as the realisation of the Company vision of establishing rare
earth critical resilience and domestic "urban mining" (i.e. sourcing rare
earths with reduced exposure to international trade).

Appointment of Broker

The Company is pleased to announce the appointment of Fortified Securities to
act as Lead Broker and Adviser to the Company, alongside the existing broker,
Oberon Capital.

CLN Settlement Terms

The Company and Fortified Securities have successfully agreed settlement terms
with Jonathan Swann ("JS") and Atlas Special Opportunities II, LLC ("Atlas")
in respect of their convertible instruments (the terms of which have been
previously announced).

The settlements contain the following key terms:

The Settlements

●     The settlements with JS and Atlas are conditional upon the
following:

o  The Company securing placing letters by 16 February 2026 (the "Placing
Date") for a placing to provide funds to satisfy settlement sums due in cash
plus providing 12 months working capital for the Company (the "Anticipated
Placing"); and

o  The shares associated with the Anticipated Placing being admitted to
trading by 31 March 2026 (the "Longstop Date").

JS Settlement

●     JS will settle his debt with no further interest to accrue. The
settlement sum being £3.3 million (the "Settlement Sum").

●     The Settlement Sum will be settled as follows:

o  £500,000 to be settled in cash; and

o  The lesser of (i) 24.99% of the issued share capital of the Company and
(ii) £2.5m in ordinary shares on the terms of the Anticipated Placing; and

o  The balance of the Settlement Sum to be a 24-month term loan, accruing 8%
per annum interest and to be secured over the non-Recyclus projects. Once the
balance of the loan has been reduced by 50%, existing security will be
automatically released. The term loan will have no conversion rights attached
to it.

●     All shares to be delivered pursuant to the satisfaction of the
Settlement Sum will be subject to a lock-up and orderly market arrangement,
with six months hard and six months orderly market (i.e. 12 months in total).

●     Upon completion of the Anticipated Placing, JS will enter into a
relationship agreement in customary form to ensure the independence of the
operation of the Company. Notwithstanding this, given the critical nature of
JS's conversion of debt and the size of their shareholding post-conversion, JS
will have the right to appoint a director to the Board of the Company as a
non-executive director whilst their shareholding is above 15% of the issued
share capital.

●     Provided the placing letters for the Anticipated Placing are
executed by the Placing Date, JS cannot undertake any conversions, enforcement
action or other steps to accelerate the sums due to JS prior to the Longstop
Date.

Atlas Settlement

●     Atlas will settle their debt with no further interest to accrue.
The settlement sum being £1.7 million (the "Settlement Sum").

●     The Settlement Sum will be settled as follows:

o  £1,500,000 to be settled in cash; and

o  £200,000 in ordinary shares on the terms of the Anticipated Placing.

●     Provided the placing letters for the Anticipated Placing are
executed by the Placing Date, Atlas cannot undertake any conversions,
enforcement action or other steps to accelerate the sums due to Atlas prior to
the Longstop Date.

Whilst there can be no certainty that the Anticipated Placing will
successfully close, the Board are confident in their efforts, in conjunction
with the appointment of Nick Bridle and Mick Cataldo and their profile and
successes, and the services to be delivered by Fortified Securities. The terms
of the Anticipated Placing will be published in due course as the raise
progresses. At this time the terms of the Anticipated Placing are not defined
and the Board will be working with Fortified Securities and Oberon Capital to
ensure they are pragmatic and sensible in the interests of all stakeholders in
the Company.

Recyclus Operational Update

The Company (TM1) holds 48.35% of the share capital of Recyclus and is also
its largest creditor, having provided loans to enable Recyclus to achieve
commercial production and support further expansion.

Recyclus is pleased to report that December 2025 was LiBatt Recycling Ltd's
("LiBatt") strongest month on record in terms of revenue, and that operations
at its 100% owned subsidiary continue to perform well and in line with
management's expectations. Production was briefly paused during a period of
unusually onerous weather conditions; however, this was a precautionary
measure and operations have since resumed as normal. The facility continues to
operate effectively, with no lasting impact on performance or outlook.

Recyclus, through LiBatt, continues to advance its consortium with Mint
Innovation ("Mint"), Jaguar Land Rover ("JLR") and WMG, University of Warwick
("WMG"), established to deliver a leading UK-based circular economy solution
for lithium-ion batteries. The consortium benefits from strong industrial and
academic backing and is focused on recovering critical battery minerals for
reuse in new battery manufacture.

As previously announced, the investment is funded 50% by the Department for
Business and Trade through the Advanced Propulsion Centre UK, with the balance
funded by the project partners. The Project Comet funding of £8.1 million
represents a significant endorsement of the consortium's technology and
commercial readiness, supporting the scaling of industrial-scale recycling and
refining capabilities in the UK. LiBatt has developed into the UK's leading
industrial-scale lithium-ion battery recycler, delivering cradle-to-cradle
solutions that recover battery-grade materials suitable for reuse in domestic
battery supply chains. This capability enables lithium-ion batteries to be
processed into the constituent minerals required for new battery production
entirely within the UK, avoiding tariffs and materially reducing carbon
emissions compared to overseas sourcing.

Alex Stanbury, CEO of Technology Minerals, said: "We are pleased that we have
been able to secure the investment by Nick Bridle and his team alongside the
work by Fortified Securities and Oberon Capital. The appointments of Nick and
Mick to the Board of Technology Minerals will bring considerable expertise and
experience to help re-shape the horizons of the Company. The circular economy
is an area of expected growth given the need for greater national resilience
for resources such as rare earths, the demand for lithium-ion batteries and
the rate of technological advancement.

"The Board, in conjunction with Nick and his team, will be working to ensure
the best possible progress of the Anticipated Placing as well as ensuring we
are able to resolve satisfactorily settlements with Jonathan Swann and Atlas.
It is a great vote of confidence that Jonathan has committed a considerable
amount of his debt into a committed equity participation, evidencing his
belief in the vision communicated by Nick and the wider team. We are working
to complete the audit for 30 June 2025 as soon as possible and will provide
timely updates to shareholders. We appreciate everyone's patience as we
resolve the unforeseen issues with an unexpectedly more complex audit
process."

Admission

Application will be made in due course, for the 350,000,000 new ordinary
shares to be listed on the Standard List segment of the Official List of the
UK Listing Authority and to be admitted to trading on the London Stock
Exchange's main market for listed securities once trading in the Ordinary
shares has resumed ("Admission"). The new Ordinary shares will rank pari passu
in all respects with the existing Ordinary shares of the Company. A further
announcement will be made in this regard in due course.

Upon Admission, the total number of issued shares and the total number of
voting rights in the Company will be 3,144,394,215.

The above figure of 3,144,394,215 should be used by shareholders in the
Company as the denominator for the calculations by which they will determine
whether they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.

Enquiries

 Technology Minerals Plc
 Robin Brundle, Executive Chairman          c/o +44 (0)20 4582 3500

 Alex Stanbury, Chief Executive Officer

 Fortified Securities (Lead Broker)
 Guy Wheatley                               +44 (0)20 3411 7773

 Oberon Investments Limited (Joint Broker)
 Nick Lovering, Adam Pollock                +44 (0)20 3179 0500

 Gracechurch Group (Financial PR)
 Harry Chathli, Alexis Gore, Rebecca Scott  +44 (0)20 4582 3500

 

Technology Minerals Plc

Technology Minerals is developing the UK's first listed, sustainable circular
economy for battery metals, using cutting-edge technology to recycle, recover,
and re-use battery technologies for a renewable energy future. Technology
Minerals is focused on raw material exploration required for Li-ion batteries,
whilst solving the ecological issue of spent Li-ion batteries, by recycling
them for re-use by battery manufacturers. Further information on Technology
Minerals is available at  www.technologyminerals.co.uk
(http://www.technologyminerals.co.uk/) .

Recyclus Group Ltd

Since July 2023, Recyclus Group has operated a national, industrial-scale
lithium-ion battery recycling service that supports the UK's transition to
carbon neutrality. The Group's commitment to cradle-to-cradle battery
recycling reduces reliance on the extraction of virgin materials, promotes a
circular economy for these metals within the UK, supports the advancement of
next-generation recycling technologies, and aligns with the UK's resilience
and critical minerals strategy.

With strategic backing from Technology Minerals, Recyclus plays a central role
in lithium-ion battery recycling and contributes significantly to the circular
economy for battery metals.

Further information on Recyclus Group is available at www.recyclusgroup.com
(http://www.recyclusgroup.com/)

 

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