Element One enters LOI to acquire Stone to H2

Mr. Brad Kitchen reports ELEMENT ONE HYDROGEN AND CRITICAL MINERALS ANNOUNCES LETTER OF INTENT TO ACQUIRE HYDROGEN AND CRITICAL MINERAL EXTRACTION TECHNOLOGY Element One Hydrogen and Critical Minerals Corp. has entered into a letter of intent with Stone to H2 Inc., a New York corporation that owns proprietary technology for subsurface critical mineral extraction and geologic hydrogen production. The technology developed by Stone to H2 is focused on staged recovery of hydrogen and critical minerals from ultramafic rock in the subsurface by way of fluid injection and solution mining. Patents owned by Stone to H2 also contemplate the sequestering of carbon dioxide in the same geological setting from which the hydrogen and critical metals were produced. Production of hydrogen from ultramafic rock in this manner has the potential to be lowest cost with the lowest carbon footprint of any hydrogen production, while sequestering CO2 and co-producing critical metals. Under the LOI, Element One has secured an exclusive option to acquire up to 100 per cent of the issued and outstanding shares of Stone to H2 through a staged earn-in over three years, with the ability to accelerate ownership at its discretion. Stone to H2 would operate as a subsidiary of Element One upon any ownership acquisition. Key earn-in terms: Year 1: Within one year of receiving Canadian Securities Exchange approval, Element One will issue one million common shares and finance $500,000 (U.S.) in technology development, earning a 10-per-cent interest. Year 2: Within one year of the anniversary of receiving CSE approval, Element One will issue an additional two million shares and $1-million (U.S.) in financing to reach a 30-per-cent interest. Year 3: Within two years of the anniversary of receiving CSE approval, Element One will issue an additional three million shares and $2-million (U.S.) in financing to reach a 60-per-cent interest. Further milestones: Element One may earn up-to-100-per-cent ownership by providing up to $6-million (U.S.) in additional cash or share consideration and $10-million (U.S.) in field-trial financing as the technology achieves defined readiness levels and successful field testing. During the earn-in period, Element One receives an exclusive licence to Stone to H2's technology for development, testing and commercialization. Intellectual property improvements created during this period will be jointly owned in proportion to Element One's earned interest. This is an arm's-length transaction, executed on Sept. 19, 2025, in which no finders' fees were paid. "This agreement positions Element One at the forefront of geologic hydrogen innovation and technology and critical metal extraction through solution mining as well as strengthening our strategic relationship with leading academic partners," said Timothy Johnson, Element One. "Stone to H2's proprietary methods for subsurface hydrogen production align perfectly with our vision to commercialize next-generation hydrogen technologies." About Stone to H2 Inc. Stone to H2 is a New York-based technology company holding proprietary intellectual property for enhanced hydrogen production and critical metal recovery in subsurface environments. The parties have agreed to work toward execution of a definitive option agreement within 90 days. The LOI provides Element One with a three-month exclusivity period and is otherwise non-binding except for customary confidentiality and dispute resolution provisions. Completion of the transaction is subject to the negotiation of definitive agreements, customary conditions and any required regulatory approvals. About Element One Hydrogen and Critical Minerals Corp. (formerly Buscando Resources Corp.) Element One is a Canadian company focused on the exploration, development and commercialization of natural and geologic hydrogen resources, as well as breakthrough hydrogen generation technologies. We seek Safe Harbor.