REG - Metals One PLC - Further Investment in Evolution Energy Minerals

Metals OneAnnouncement

11/02/2026 07:00

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RNS Number : 4997S  Metals One PLC  11 February 2026

11 February 2026

Metals One Plc

("Metals One" or the "Company")

 

Further Investment in Evolution Energy Minerals

 

Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals project
developer and investor, announces it intends to participate in a fundraising
by Evolution Energy Minerals Ltd (ASX: EV1) ("Evolution") (Metals One: 16.9%)
by way of participation in a pro rata renounceable entitlement offer announced
by Evolution this morning.

 

Evolution has confirmed eligible shareholders are able to subscribe for one
new fully paid ordinary share in Evolution for every two existing fully paid
ordinary shares held, at an issue price of A$0.015 per new share, with
Evolution seeking to raise up to approximately A$4 million before costs. The
issue price represents a premium to the Company's original investment price
per share of A$0.011.

 

Metals One has agreed to invest up to A$1 million as part of the transaction
(the "Metals One Subscription") although its final allocation will be
determined by the take-up from other shareholders and therefore a further
announcement will be made once this is finalised.

 

The proceeds from the fundraising will be applied to exploration of the
Chikundo Copper Project, resource development activities at the Chilalo
Graphite Project, costs associated with the fundraising, short term loan
repayments and for general working capital.

 

Craig Moulton, the Company's Chairman, remains an executive director of
Evolution and therefore the Metals One Subscription is considered a Related
Party Transaction under the AIM Rules. The independent directors of Metals
One, being Daniel Maling, Alex King and Fungai Ndoro, having consulted with
the Company's Nominated Advisor, consider the terms of the Metals One
Subscription to be fair and reasonable and in the best interests of the
Company and its shareholders.

 

For the financial year ended 30 June 2025, Evolution reported a loss before
tax of A$5,105,930 on nil revenue and, as at that date, had Net Assets of
A$5,092,624.

 

Daniel Maling, Managing Director of Metals One, commented:

 

"We remain a highly supportive investor in Evolution and are pleased to
participate in this fundraising. The additional capital has been raised to
support the Company's advancement of the Chikundo Copper Project and
Evolution's broader exploration and development activities."

 

The full text of Evolution's announcement is reproduced below and available on
their website here:

https://evolutionenergyminerals.com.au/asx-announcements/
(https://evolutionenergyminerals.com.au/asx-announcements/)

 

 

 

Renounceable Entitlement Offer to raise up to $4 million

 

·    1 for 2 renounceable rights issue to raise up to $4,032,830

·    Attractively priced at $0.015 per share

·    Discount of 25% to the 30-day VWAP of 2 cents

·    With every two New Shares subscribed, shareholders receive one free
attaching New Option

·    New Options will have an exercise price of $0.02 and expiry on 17
September 2028, in the same class as EV1O and will be quoted on the ASX

·    Shareholders can trade their rights and apply for additional shares
and options under the Top Up Offer

·    The Directors intend to participate by taking up their Entitlement

·    Major shareholder Metals One Plc to invest $1 million and increase
its holding

 

Evolution Energy Minerals Limited ("EV1" or the "Company") is pleased to
announce that it is undertaking a pro-rata renounceable entitlement offer to
eligible shareholders to subscribe for one new fully paid ordinary share in
the Company ("New Share") for every two existing fully paid ordinary shares
("Shares") held as at 5:00pm (AWST) on the record date, being Monday, 16
February 2026 ("Record Date") ("Entitlement"), at an issue price of A$0.015
per New Share ("Offer Price") to raise up to approximately $4 million
("Entitlement Offer") before costs.

 

Shareholders will receive one free attaching option for every two New Shares
acquired under the Entitlement Offer, with an exercise price of $0.02 and
expiring on 17 September 2028, in the same class as the existing EV1O options
("New Options"). The New Options will be quoted under the ASX code EV1O.

 

The Entitlement Offer includes a top up offer ("Top Up Offer") under which
eligible shareholders who have taken up their full entitlement under the
Entitlement Offer can apply for additional New Shares and attaching New
Options in excess of their Entitlement, subject to restrictions under Chapter
6 of the Corporations Act. Applications under the Top Up Offer will only be
considered to the extent that there is a shortfall under the Entitlement
Offer.

 

Assuming no options are exercised before the Record Date, up to approximately
268,855,338 New Shares and approximately 134,427,669 New Options will be
issued under the Entitlement Offer. As the Entitlement Offer is renounceable,
the rights will be tradeable on the ASX from the commencement of the rights
trading on Friday, 13 February 2026, and are also otherwise transferable in
accordance with the timetable for the Entitlement Offer.

 

New Shares will rank equally with the Company's existing Shares and the
Company will apply for the quotation of the New Options.

 

The Entitlement Offer is lead managed and partly underwritten by Mahe Capital
Pty Ltd for $1,500,000.

 

Directors of the Company intend to participate in the Entitlement Offer and
EV1's major shareholder, Metals One Plc, has agreed to invest up to $1
million.

 

Eligible Shareholders

Only shareholders with a registered address in Australia, New Zealand,
Germany, Singapore, Guernsey or the United Kingdom will be eligible to
participate in the Entitlement Offer (Eligible Shareholders).

 

Purpose of Entitlement Offer

The proceeds of the Entitlement Offer will be applied to exploration of the
Chikundo Copper Project, resource development activities at the Chilalo
Graphite Project, costs associated with the Offers, repayment of the
short-term loan and for general working capital.

 

Indicative Timetable

The timetable for the Entitlement Offer is as follows:

 

 Event                                                                       Date*
 Announcement of Entitlement Offer on the ASX

 Lodgement of Prospectus with ASIC and ASX Lodgement of Appendix 3B on ASX   Tuesday, 10 February 2026
 Ex Date                                                                     Friday, 13 February 2026

 Rights trading commences on a deferred settlement basis
 Record Date                                                                 Monday, 16 February 2026
 Prospectus with Entitlement and Acceptance Form dispatched to Eligible
 Shareholders

                                                                           Thursday, 19 February 2026
 Opening Date
 Rights trading ends                                                         Thursday, 26 February 2026
 Shares quoted on a deferred settlement basis                                Friday, 27 February 2026
 Last day to extend the Closing Date (before 12:00pm AEST)                   Monday, 2 March 2026
 Closing Date (5:00pm AWST)                                                  Thursday, 5 March 2026
 Announcement of results of the Entitlement Offer                            Tuesday, 10 March 2026
 New Shares and New Options under the Entitlement Offer issued

 Appendix 2A lodged with ASX applying for quotation of New Shares and New
 Options (before 12:00pm AEST)

                                                                           Thursday, 12 March 2026
 Holding statements sent
 Trading in New Shares commences**                                           Friday, 13 March 2026

* All dates (other than the date of the Prospectus and the date of lodgement
of the Prospectus with ASIC and ASX) are indicative only. The Directors may
extend the Closing Date in respect of the Entitlement Offer and Top Up Offer
by giving at least 3 Business Days' notice to ASX prior to the Closing Date.
As such the date the Shares issued under the Offers are expected to commence
trading on ASX may vary.

** Quotation of the New Options is subject to confirmation that ASX's spread
requirements are satisfied and the exercise of ASX's discretion. If ASX
refuses quotation, the New Options will be issued as unlisted.

 

Capital structure

The share capital structure of the Company on completion of the Entitlement
Offer will be as follows:

 

 Securities                                                        Subscription
 Current capital structure
 Existing Shares                                                   537,710,676
 Existing Options                                                  112,462,207
 Securities under the Offers
 Maximum New Shares to be issued pursuant to the Offers            268,855,338
 Maximum New Options to be issued pursuant to the Offers           134,427,669
 Maximum Lead Manager Options to be issued pursuant to the Offers  6,049,245
 Maximum Securities on issue after the Offers
 Shares                                                            806,566,014
 Options                                                           252,939,121

 

 

Prospectus

The Entitlement Offer will be made by way of a Prospectus (Prospectus). The
Prospectus will be available on the Company's website at
http://www.evolutionenergyminerals.com.au
(http://www.evolutionenergyminerals.com.au) and on the ASX website at
http://www.asx.com.au (http://www.asx.com.au) from 10 February 2026 and sets
out full details of Entitlement Offer and how to participate.

 

Eligible Shareholders should consider the Prospectus carefully before deciding
whether to participate in the Entitlement Offer and consult with their
professional advisors if they have any queries.

 

 

Yours sincerely

Craig Moulton

Managing Director

 

This announcement has been authorised for release by the Board of Directors of
Evolution Energy Minerals Limited

 

for further information, please contact

 

Craig Moulton

Managing Director

info@ev1minerals.com.au (mailto:info@ev1minerals.com.au)

 

 

Enquiries:

 

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

 Daniel Maling, Managing Director                    +44 (0)20 7981 2576

 Craig Moulton, Chairman
 Beaumont Cornish Limited (Nominated Adviser)        +44 (0)20 7628 3396

 James Biddle / Roland Cornish
 Oak Securities (Joint Broker)                       +44 (0)20 3973 3678

 Jerry Keen / Calvin Man
 Capital Plus Partners Limited (Joint Broker)        +44 (0)207 432 0501

 Jonathan Critchley
 Vigo Consulting (UK Investor Relations)             IR.MetalsOne@vigoconsulting.com

 Ben Simons / Fiona Hetherington / Safia Colebrook   +44 (0)20 7390 0230

 

About Metals One

 

Metals One is pursuing a strategic portfolio of critical and precious metals
projects and investments 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) and on the OTCQB Venture Market in the United States (MTOPF).

 

Map of Metals One projects/investments

 

 

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 herein 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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