£4.0m Funding, Issue of Warrants & Change of NOMAD

Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals project developer and investor with a focus on gold and uranium, is pleased to provide the following updates.

Key Points:

• Gross funding of £4 million secured with YA II PN, LTD., a fund managed by Yorkville Advisors Global, LP (the "Investor" or "Yorkville") to support the Company's minerals investment and development programmes and general working capital, structured as a senior promissory note ("Promissory Note")

The Promissory Note is not a convertible structure, meaning the loan principal does not itself convert into equity

• Company will issue warrants to the Investor equal to 100% of the value of the Promissory Note with a strike price equal to 130% of yesterday's closing share price, exercisable for three years
• Inclusive of the new funding package, Metals One has over £11 million in cash and liquid portfolio investments
• Repayments are forecast to be made from the divestment of non-core portfolio investments - Metals One currently has an estimated £6 million in listed investments
• Spark Advisory Partners Limited ("Spark") appointed as AIM Nominated Adviser to the Company effective immediately

The Promissory Note

The Company has agreed a funding package of £4.0 million (gross) with the Investor, structured as a senior Promissory Note. The Board has selected this structure with the objective of securing committed capital.

The Investor and its affiliates are prohibited from holding any short position in the Company's shares for so long as the Promissory Note remains outstanding. The facility is sized to be serviceable by the Company's balance sheet and is intended as bridging capital to fund near-term operational milestones across the Company's project pipeline.

The gross principal amount available under the Promissory Note is £4.0 million, issued at a 5% original issue discount that is withheld by the Investor. The Promissory Note carries interest at a rate of 7% per annum (increasing to 18% per annum on the occurrence and continuation of an event of default). A structuring and due diligence fee of £20,000, together with a commitment fee equal to 1% of the amount funded, will be withheld by the Investor from the proceeds on funding. The Company will therefore receive net proceeds of £3.74 million from the Promissory Note. The Promissory Note is repayable in cash and cannot be converted into equity.

The Company will repay the principal in equal monthly instalments of 10% of the original principal amount, together with accrued and unpaid interest commencing 60 days after closing and continuing on each monthly anniversary until repaid in full. The Company may satisfy each instalment in cash on or before the applicable payment date with no early repayment fees.

The Company's obligations under the Promissory Note are guaranteed by its subsidiaries. The Company has also agreed to customary restrictions on incurring further indebtedness or granting security without the Investor's consent, other than indebtedness subordinated to the Promissory Note.

In connection with the Promissory Note, the Company will issue the Investor 221,361,372 warrants to subscribe for new ordinary shares exercisable at a strike price equal to 130% of the closing share price on the day prior to announcing the funding. The warrants are exercisable for a period of three years from issue, on a cash or cashless basis (where cashless basis means the warrants can be exercised and purchased by the Investor by foregoing debt repayment in lieu of paying cash for the shares in the warrant exercise). The Investor may not exercise any warrant to the extent that, following exercise, it and its affiliates would beneficially own more than 9.99% of the Company's issued share capital.

Use of Proceeds

The net proceeds will primarily fund the continued advancement of the Company's key gold focused projects in Africa and the Americas and provide Metals One with additional working capital across its operated projects.

Change of Nominated Adviser

The Company is pleased to announce the appointment of Spark Advisory Partners Limited as Nominated Adviser to the Company with immediate effect. The Board would like to thank Beaumont Cornish Limited for its support and advice during its tenure.

Daniel Maling, Managing Director of Metals One, commented:

"This funding package provides Metals One with the committed cash capital to advance our core portfolio mining projects without the need for near term equity issuances at these depressed prices. Quite simply, this structure enables the Company to leverage marketable value in its non-core portfolio to provide non-dilutive capital to advance its core opportunities wherein we believe material near-term value uplift potential resides. With £11 million in ready capital, we are in a strong position to accelerate our core gold acquisition, exploration and development opportunities. I look forward to providing further updates ahead of the coming quarter which is shaping as pivotal to Metals One's gold focused growth ambitions."

Map of Metals One core projects/investments

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