Element One signs definitive agreement with Stone to H2

Executive Summary

• Element One Hydrogen and Critical Minerals Corp. has entered into a definitive option and earn-in agreement with Stone to H2 Inc. to acquire up to 100% of the target company, which holds proprietary technology for geologic hydrogen production and critical mineral extraction from ultramafic rock.
• The transaction replaces a previous letter of intent and establishes a staged earn-in structure where Element One can acquire increasing ownership stakes (up to 96%) through share issuances and cash financing milestones tied to regulatory approval and technology validation.
• The agreement includes provisions for joint ownership of intellectual property improvements during the earn-in period and grants Element One immediate access to Stone to H2’s technology for development and commercialization.

Key Details

• Transaction Structure: Definitive option and earn-in agreement replacing a prior letter of intent.
• Target: Stone to H2 Inc. (New York corporation), owned by Dr. Greeshma Gadikota, holding proprietary IP for in situ mining of critical minerals and geologic hydrogen production via fluid injection and solution mining.
• Earn-In Milestones:
  • Year 1: Within one year of Canadian Securities Exchange (CSE) approval, Element One issues 1,000,000 common shares and provides $446,000 USD in technology development financing to earn a 10% interest.
  • Year 2: Within one year of the Year 1 anniversary, Element One issues 2,000,000 additional shares and provides $1.23 million USD in financing to reach a 30% interest.
  • Year 3: Within two years of the Year 1 anniversary, Element One issues 3,000,000 additional shares and provides $2 million USD in financing to reach a 60% interest.
  • Further Milestones: Element One may earn up to 96% ownership by providing up to $6 million USD in cash/share consideration and $10 million USD in field trial financing, contingent on defined technology readiness levels and successful field testing.
• Intellectual Property: IP improvements created during the earn-in period will be jointly owned in proportion to Element One’s earned interest.
• Operational Status: Stone to H2 will operate as a subsidiary of Element One upon any ownership acquisition. Element One receives immediate access to the technology for development, testing, and commercialization during the earn-in period.
• Academic Context: The agreement follows a licensing agreement between Stone to H2 and Cornell University regarding subsurface hydrogen and critical mineral research. Cornell is not a party to this definitive agreement.
• Regulatory Conditions: Completion is subject to customary regulatory approvals, including CSE approval.

Notable Quotes

• Dr. Greeshma Gadikota, CEO of Stone to H2: "I am pleased to be working with Element One to advance and commercialize this important technology... Harnessing reactions that facilitate in situ mining of critical minerals and production of hydrogen as a new energy source is the future of mining and energy production."
• Timothy Johnson, COO of Element One Hydrogen: "This agreement positions Element One at the forefront of geologic hydrogen innovation and technology and critical metal extraction through solution mining... Stone to H2's proprietary methods for subsurface hydrogen production align perfectly with our vision to commercialize next-generation hydrogen technologies and provides a unique competitive advantage to others in the natural hydrogen industry."

Additional Corporate News (Admin/Minor Updates)

• CFO Appointment: Tim Johnson appointed as interim CFO effective Feb. 6, 2026, replacing David Robinson.
• Marketing Agreement: On Feb. 9, 2026, the company disclosed a marketing agreement with Bantr Media Inc.
  • Cost: $7,500 USD per month.
  • Equity Component: 250,000 options to purchase one common share at $0.20 USD per share.
  • Term: One year.
  • Restrictions: Options subject to a regulatory four-month-plus-one-day hold.