Adviser Appointments & ATM Facility

In brief · summary, not quotable

Metals One Plc has appointed Bowsprit Partners as Strategic Adviser and CREST Corporate Broking as its sole Broker, while also establishing an At-the-Market equity issuance facility to raise up to £5 million. Bowsprit Partners will receive warrants to subscribe for ordinary shares, calculated based on 4% of funds introduced, with an exercise price of £0.01807 per warrant. The £5 million ATM Facility, active for 18 months, will provide a flexible mechanism to issue new ordinary shares at prevailing market prices to fund project advancement and general working capital, with a 1% commission payable to the service provider for each tranche sold.

Full announcement

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Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals project developer and investor with a focus on gold and uranium, announces the appointment of Bowsprit Partners Limited ("Bowsprit Partners") as Strategic Adviser, the appointment of CREST Corporate Broking ("CREST") as sole Broker to the Company, and the establishment of an At-the-Market equity issuance facility (the "ATM Facility").

Appointment of Strategic Adviser

Bowsprit Partners has been appointed as Strategic Adviser to the Company with immediate effect. Bowsprit Partners is a London-based corporate finance and broking firm. It is a Member Firm of the London Stock Exchange and holds accreditations across Euronext, Euronext Growth Oslo, Aquis Stock Exchange, Nasdaq First North Growth Market and US OTC Markets. In addition to advising on the Metals One's promissory note funding announced on 4 September 2026 ("Promissory Note"), and the establishment of the ATM facility described below, Bowsprit Partners has been retained to advise the Company in connection with its OTCQB Venture Market listing, including acting as the Company's sponsor and serving as a principal liaison between the Company, the US markets and the US investor community.

As part of its remuneration, Bowsprit Partners will be entitled to receive warrants to subscribe for ordinary shares of nominal value £0.001 in the capital of the Company ("Ordinary Shares"). The number of warrants to be granted will be calculated by dividing an amount equal to 4% of the aggregate gross funds introduced by Bowsprit Partners in connection with the Promissory Note financing by the applicable exercise price. The warrants will be exercisable for a period of three years from the date of grant and the exercise price will be £0.01807 per warrant, representing a premium of approximately 48% to yesterday's closing share price, and matching the exercise price of the warrants issued to the Promissory Note investor as detailed in the 4 September 2026 announcement.

Change of Broker

The Company announces the appointment of CREST Corporate Broking ("CREST") as sole broker to Metals One with immediate effect.

ATM Facility

The Company also announces the establishment of the ATM Facility, pursuant to which the Company may issue and sell new ordinary shares of nominal value £0.001 in the capital of the Company ("Ordinary Shares") to raise aggregate gross proceeds of up to £5 million. The Company has entered into the ATM Facility with a regulated service provider (the "RSP"), which will act as an agent in selling Ordinary Shares on the Company's behalf. The ATM Facility will remain in effect for a period of 18 months from the date of the agreement, unless the maximum facility amount of £5 million in aggregate gross proceeds is reached earlier, or the facility is otherwise terminated in accordance with its terms. The establishment of the ATM Facility satisfies the conditions subsequent to the promissory note financing that was announced by the Company on 4 September 2026 (the "Promissory Note").

Under the ATM Facility, new Ordinary Shares ("ATM Shares") will be issued and allotted in tranches at the sole discretion of the Company. The Company may issue a drawdown notice to the RSP specifying the maximum number of ATM Shares to be sold, a minimum price per share and the parameters that will apply to that tranche. Each drawdown period will be for no longer than 20 trading days.

In consideration for its services, the RSP will be paid a commission of 1% of the gross proceeds of each tranche of ATM Shares sold. The ATM Facility is subject to customary controls designed to protect the interests of shareholders and maintain an orderly market, including:

the Company setting a minimum price for each tranche, below which no ATM Shares may be sold;
the ability for the Company to specify caps on the number of ATM Shares sold on any trading day and in any week, so that issuance can be absorbed within the Company's ordinary trading liquidity;
a prohibition on the Company issuing a drawdown notice while in possession of inside information or during a closed period; and
the right for the Company, at any time, to instruct the RSP to cease sales.

It is the intention of the Company that the ATM Shares should only be sold when market conditions are suitable and with a view to enhancing the value of the Company for all shareholders. The Company is under no obligation to issue any ATM Shares, and any use of the ATM Facility will be at the discretion of the Board, in staged and controlled tranches, with the objective of effectively managing shareholder dilution. The Company intends to provide periodic updates on the number of ATM Shares issued and the proceeds raised. Once issued, application for admission to trading on AIM will be sought for each tranche of ATM Shares.

Use of Proceeds

The purpose of the ATM Facility is to provide the Company with a flexible mechanism to issue new Ordinary Shares and raise capital at or near prevailing market prices, providing further funds for the advancement of the Company's project portfolio and general working capital and, where necessary, to meet the Company's obligations under its Promissory Note.

Daniel Maling, Managing Director of Metals One, commented:

"We are pleased to complete our new advisory line-up with Bowsprit Partners and CREST as Strategic Adviser and Broker respectively. The establishment of this ATM facility also gives Metals One a flexible, low-cost route to access capital at prevailing market prices when conditions are right and the Company decides to do so. It will be used in a disciplined and controlled manner to support the continued advancement of our gold and uranium projects while managing our financing obligations."

Map of Metals One core projects/investments

LinkedIn: https://www.linkedin.com/company/metals-one-plc/