Statement ahead of General Meeting

Technology Minerals PLC

19 October 2026

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the “UK MAR”) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company’s obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

19 October 2026

Technology Minerals Plc

(“Technology Minerals” or the “Company”)

Statement ahead of General Meeting

Technology Minerals Plc (LSE: MNTL), the UK listed company focused on building national resource and manufacturing resilience which trades as Mantle, issues the following statement ahead of the General Meeting to be held today.

Highlights

• The General Meeting announced on 25 September 2026 will ask shareholders to approve an increase in the directors’ authority to allot shares and the change of the Company’s name to Mantle Resilience Plc.
• The resolutions mark an important transition, from a period focused on resolving legacy issues to the next phase of growth.
• The Company is in advanced discussions with Recyclus Group Limited (“Recyclus”) on a package to stabilise Recyclus, and has confirmed the support of an external investor for the capital needed subject to terms. That capital would be invested directly into Recyclus to enable it to settle an HMRC winding-up petition (details below) and fund delivery of its recently announced OEM contract. The package would also establish a closer working relationship between the two companies.
• The Company proposes to convert part of the debt owed to it by Recyclus into equity to maintain its fully diluted shareholding of approximately 48 percent. immediately following the proposed investment, without providing new cash.

Purpose of the General Meeting

The General Meeting has been convened to approve two principal groups of resolutions. The first increases the directors’ authority to allot shares (and disapplies pre-emption rights in connection with that authority). The second completes the rebranding of the Company by changing its name from Technology Minerals Plc to Mantle Resilience Plc and adopting related changes to the Articles.

Since the Company broadened its strategy under Mantle, the Board has focussed on two priorities: resolving legacy matters to enable the Company to move forward, and positioning it as the hub of a network of businesses and commercial opportunities focused on advancing the national interest, strengthening UK sovereign capabilities and securing a sovereign supply of critical minerals. The proposed change of name to Mantle Resilience Plc reflects this strategic transition.

The Company is pressing ahead with securing further opportunities that broaden its reach across defence, national security and critical minerals, building on the proposed acquisition of D3IP Limited announced on 30 September 2026. Each opportunity will be held to the same discipline, that it must strengthen the Company and create lasting value for shareholders. The Board looks forward to updating shareholders as this work progresses.

Recyclus and the HMRC petition

Recyclus is one of the UK’s first industrial-scale lithium-ion battery recyclers, recovering critical minerals from end-of-life batteries. It operates through its subsidiary, LiBatt Recycling Limited (“LiBatt”), from a facility in Wolverhampton. The Company is Recyclus’ largest shareholder and principal creditor, holding approximately 48 per cent. of its shares, and is owed approximately £9.6 million by Recyclus. The Company consolidates Recyclus as a subsidiary.

Recyclus has experienced working capital constraints which have resulted in it being unable to meet certain payments under an agreed payment plan with HMRC. As a result, HMRC has presented a winding-up petition against Recyclus. Since becoming aware of the petition, the Company has been working proactively with Recyclus on a resolution, and the funding described below is intended to enable full settlement of the amounts claimed. There can, however, be no certainty as to the timing or terms of any resolution with HMRC.

The petition is against Recyclus and not against the Company or LiBatt. LiBatt continues to trade, perform its contracts and operate the Wolverhampton facility.

Directors of the Company with an interest in Recyclus are not taking part in the Company’s decisions on this matter.

Proposed arrangements with Recyclus

The Company is in advanced discussions with Recyclus on a package of measures to stabilise Recyclus and support its continued development and has confirmed the support of an external investor for the capital needed to do so, subject to terms. The funding would be invested directly into Recyclus and would not come from the Company. It is intended to enable Recyclus to settle the amounts claimed under the HMRC petition, meet the capital expenditure needed to deliver its recently announced OEM contract, address other outstanding creditor positions and provide a platform for sustainable growth. The package would also establish a closer working relationship between the Company and Recyclus, including strengthened governance, financial oversight and reporting, and coordination on key operational and financial matters.

As part of the package, the Company proposes to convert such portion of the debt owed to it by Recyclus into equity as is necessary to maintain its fully diluted shareholding of approximately 48 per cent immediately following the proposed investment. This would allow the Company to maintain its position without providing new cash, and is an improvement on the previous loan agreement, which limited the proportion of the Company’s participation that could be satisfied through debt conversion to 50 per cent.

The proposed arrangements would not result in any dilution for the Company’s shareholders. They remain subject to definitive documentation, final agreement and completion, and there can be no certainty that they will proceed on the terms currently envisaged.

The Board believes these arrangements would maximise the Company’s ability to support Recyclus while protecting and, over time, enhancing the value of its investment. Recyclus remains central to the Mantle strategy.

The Company will update the market as appropriate.

Enquiries

Technology Minerals Plc Nick Bridle, Chief Operating Officer	c/o [phone]
Oberon Investments Limited Nick Lovering	[phone]
Gracechurch Group (Financial PR) Harry Chathli, Alexis Gore, Rebecca Scott	[phone]

About Mantle

Mantle exists to build and connect the critical sovereign capabilities the UK’s security and resilience require. The UK remains dependent on supply chains it does not control and on industrial capacity it cannot always scale at pace. The Company’s work is to shorten those chains, to put manufacturing and systems integration onshore, and to give the resulting businesses a credible route into defence, national security and other strategically important markets.

The strategy aligns with the Strategic Defence Review 2025 and supports the UK Government’s Critical Minerals Strategy (Vision 2035), including its objectives for greater domestic production and recycling and reduced reliance on single-country supply.

Further information is available at www.mantleresilience.com.

Forward-looking statements

This announcement contains forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update any forward-looking statement except as required by applicable law or regulation. The outcome of the petition and of the Company’s engagement with HMRC and Recyclus is not certain.

This announcement is not an offer of securities and does not constitute a prospectus.

 

END