REG - Metals One PLC - Placing to Advance Black Schist Project
20/05/2024 07:00
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RNS Number : 0066P 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 (https://metals-one.com/) (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 via Vigo Consulting
Jonathan Owen, Chief Executive Officer +44 (0)20 7390 0234
Beaumont Cornish Limited (Nominated Adviser) +44 (0)20 7628 3396
James Biddle / Roland Cornish
www.beaumontcornish.com (http://www.beaumontcornish.com)
Shard Capital Partners LLP (Joint Broker) +44 (0)20 7186 9952
Damon Heath / Erik Woolgar
SI Capital Limited (Joint Broker) +44 (0)14 8341 3500
Nick Emerson
Capital Plus Partners Limited (Joint Broker) +44 (0)20 3821 6169
Keith Swann
https://www.capplus.co.uk/ (https://www.capplus.co.uk/)
Vigo Consulting (Investor Relations) +44 (0)20 7390 0234
Ben Simons / Kendall Hill
metalsone@vigoconsulting.com
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 km(2) 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.
Follow us on social media:
LinkedIn: https://www.linkedin.com/company/metals-one-plc/
(https://www.linkedin.com/company/metals-one-plc/)
X (Twitter): https://twitter.com/metals_one_PLC
(https://twitter.com/metals_one_PLC)
Subscribe to our news alert service on the Investors page of our website at:
www.metals-one.com (http://www.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').
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
(https://metals-one.com/wp-content/uploads/2023/07/Metals-One-Plc-Final-Admission-Document-25.7.23.pdf)
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 Ordinary Shares
Identification code
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
Price(s) Volume(s)
- Aggregated volume 1p 2,500,000
- Price
e) Date of the transaction 17 May 2024
f) Place of the transaction LSE (AIM)
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 Ordinary Shares
Identification code
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
Price(s) Volume(s)
- Aggregated volume 1p 2,500,000
- Price
e) Date of the transaction 17 May 2024
f) Place of the transaction LSE (AIM)
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 Ordinary Shares
Identification code
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
Price(s) Volume(s)
- Aggregated volume 1p 1,000,000
- Price
e) Date of the transaction 17 May 2024
f) Place of the transaction LSE (AIM)
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 Ordinary Shares
Identification code 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
Price(s) Volume(s)
- Aggregated volume 1p 1,000,000
- Price
e) Date of the transaction 17 May 2024
f) Place of the transaction LSE (AIM)
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 Ordinary Shares
Identification code
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
Price(s) Volume(s)
- Aggregated volume 1p 1,000,000
- Price
e) Date of the transaction 17 May 2024
f) Place of the transaction LSE (AIM)
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 Ordinary Shares
Identification code
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
Price(s) Volume(s)
- Aggregated volume 1p 1,000,000
- Price
e) Date of the transaction 17 May 2024
f) Place of the transaction LSE (AIM)
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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