Element One Hydrogen and Critical Minerals Announces Letter of Intent to Acquire Hydrogen and Critical Mineral Extraction Technology

Executive Summary

• Element One Hydrogen & Critical Minerals Corp. entered into a non‑binding LOI to acquire up to 100 % of Stone to H2, Inc., granting an exclusive option and staged earn‑in rights over three years.
• The earn‑in structure involves issuance of up to 6 million Element One common shares and cash commitments totaling up to US $9 million (US $6 M cash/share consideration + US $10 M field‑trial funding).
• Upon acquisition, Stone to H2 would become a subsidiary, providing exclusive rights to proprietary subsurface hydrogen and critical‑mineral extraction technology with CO₂ sequestration potential.

Key Details

• Transaction Structure: Exclusive option to acquire 0–100 % of Stone to H2 shares via staged earn‑in; non‑binding LOI executed 19 Sep 2025, three‑month exclusivity for Element One.
• Year 1 Earn‑In: Issue 1,000,000 Element One common shares + fund US $500,000 in technology development → 10 % interest.
• Year 2 Earn‑In: Issue additional 2,000,000 shares + fund US $1,000,000 → 30 % interest.
• Year 3 Earn‑In: Issue additional 3,000,000 shares + fund US $2,000,000 → 60 % interest.
• Full Ownership Path: Up to US $6,000,000 in further cash or share consideration plus US $10,000,000 field‑trial funding may raise Element One’s stake to 100 %.
• Licensing Rights: During earn‑in, Element One receives an exclusive license to Stone to H2’s technology; any IP improvements are jointly owned proportionally to earned interest.
• Technology Scope: Subsurface solution‑mining of ultramafic rock for hydrogen production and critical‑metal recovery, with integrated CO₂ sequestration—claimed as low‑cost, low‑carbon footprint method.
• Regulatory/Closing Conditions: Transaction subject to definitive agreement negotiation, customary conditions, and required regulatory approvals (CSE, securities law).
• Timeline: Parties aim to execute a definitive option agreement within 90 days of LOI signing.

Notable Quotes

“This agreement positions Element One at the forefront of geologic hydrogen innovation and technology and critical metal extraction through solution mining…,” – Timothy Johnson, Element One.