REG - Metals One PLC - Issue of EBT Shares, Share Incentive Plan & TVR

Metals OneAnnouncement

16/02/2026 12:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260216:nRSP1946Ta&default-theme=true

RNS Number : 1946T  Metals One PLC  16 February 2026

 

16 February 2026

 

Metals One Plc

("Metals One" or the "Company")

 

Issue of EBT Shares, Share Incentive Plan & TVR

 

Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals project
developer and investor, announces that, further to shareholder approval
granted at the General Meeting held on 30 January 2026 ("GM"), the Company is
issuing 100,000,000 new Ordinary shares to the Metals One Plc Employee Benefit
Trust established in January 2024 (the "EBT").

 

Metals One also announces the establishment of a long-term Share Incentive
Plan for executive management.

 

Award of Historical EBT Shares

 

Pursuant to historical milestones in relation to the 2023 IPO of the Company
and implementation of certain Company strategic objectives, the EBT will award
7,500,000 Ordinary shares to each of Jonathan Owen, the Company's former Chief
Executive Officer, and Daniel Maling, the Company's current Managing Director.
These awards will be satisfied from shares already held in the EBT and are
intended to align the recipients' shareholdings proportionately with the
original percentage of issued share capital set out in the Admission Document
at the time of the IPO, taking into account dilution since listing. In
determining the award, the Remuneration Committee gave significant weight to
the substantial work undertaken by the two recipients since the IPO, including
their contributions to the Company's strategic development, operational
execution and delivery against key objectives during the period.

 

Share Incentive Plan

 

On 30 January 2026, shareholders approved the issue of the 100,000,000
Ordinary Shares to the EBT. The Remuneration Committee and subsequently the
Board have now approved the structure and performance conditions of the
long-term Share Incentive Plan for executive management to be satisfied using
shares held by the Company's EBT going forward. The Board believes that the
Share Incentive Plan aligns management and employee incentives with long-term
shareholder value creation and provides reasonable commercial protections for
the Company and its shareholders as a whole.

 

Following the issue of the 100,000,000 Ordinary shares, and after deducting
the awards granted to Mr Owen and Mr Maling detailed above, the EBT will hold
a total of 105,112,743 Ordinary shares, which equates to approximately 9.06%
of the issued share capital of the Company.

 

As outlined in the Notice of GM, awards from the EBT under the Share Incentive
Plan will vest in three equal tranches over a three-year period and are
scheduled to vest upon the achievement of the following key performance
indicators ("KPIs") set for that tranche:

 

·    Tranche 1 - 2025

Successful implementation of the Company's project diversification strategy,
conditional upon the completion of equity financing at a price of not less
than 2 pence per share (or equivalent) during the 12-month period ended 31
December 2025, assessed by reference to the KPI established by the previous
Remuneration Committee being the successful delivery of the Preliminary
Economic Assessment of the Black Schist Project (as announced on 31 January
2025).

 

·    Tranche 2 - 2026

Achievement of a Company market capitalisation as at 31 December 2026 that is
at least 50% higher than the market capitalisation as at 2 January 2026. This
shall be calculated based on either the closing share price on 31 December
2026, or the volume-weighted average price ("VWAP") of the Company's shares
for the trading days in 2026 and shall exclude the impact of any Equity Issues
in the period.

 

·    Tranche 3 - 2027

Achievement of a Company market capitalisation as at 31 December 2027 that is
at least 50% higher than the market capitalisation as at 4 January 2026 using
the same alternative formulas as for Tranche 2.

 

Craig Moulton and Daniel Maling, being the executive directors of the Company,
will be entitled to awards under the Share Incentive Plan over an aggregate of
78,834,556 shares held by the EBT over the next two years. The number of
shares each Director will be allocated under the Share Incentive Plan, subject
to achievement of the KPIs, will be determined by the Remuneration Committee,
within six months of the Company's year-end. It is the intention of the Board
that the remaining 25% of the shares held in the EBT shall be utilised to
attract and retain key staff.

 

All awards and performance conditions will be subject to annual review by the
Remuneration Committee, which will retain discretion to determine vesting in
accordance with the rules of the Share Incentive Plan. Should any recipient of
awards under the Share Incentive Plan leave the Company they will retain any
already earned awards but forfeit any right to future awards.

 

Issue of EBT Shares & TVR

 

Application has been made to the London Stock Exchange for the 100,000,000
Ordinary shares to be admitted to trading on AIM (the "Admission"). Admission
is expected to occur at 8.00 a.m. on 23 February 2026.

 

Following Admission, the Company's total issued share capital will consist of
1,159,946,460 Ordinary shares with voting rights attached. The Company does
not hold any Ordinary Shares in treasury. This figure may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change in their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

 

 

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.

 

APPENDIX

 

Set out below is the information required by Article 19(3) of the EU Market
Abuse Regulation No 596/2014:

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Daniel Maling
 2   Reason for the notification
 a)  Position/status                                              Managing 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 of £0.01 each

     Identification code

                                                                  GB00BSY1D385
 b)  Nature of the transaction                                    Issue of EBT Shares
 c)  Price(s) and volume(s)                                       7,500,000 at par value

 d)  Aggregated information                                       7,500,000 at par value

 e)  Date of the transaction                                      16 February 2026
 f)  Place of the transaction                                     London Stock Exchange (XLON)

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEUNVARNKUUAAR



            Copyright 2019 Regulatory News Service, all rights reserved