REG - Technology Minerals

REG - Technology Minerals - Conditional Acquisition of D3IP Limited

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.

("Technology Minerals", "Mantle", the “Group” or the "Company")

Binding agreement to acquire the entire issued share capital, subject to conditions

Technology Minerals Plc MMNTL, the UK listed company focused on building national resource and manufacturing resilience which trades as Mantle, is pleased to announce that it has entered into legally binding heads of terms (the "Heads") to acquire the entire issued share capital of D3IP Limited ("D3IP") from DII (Group) Ltd (the "Proposed Acquisition"). Completion remains subject to the conditions set out below.

The Proposed Acquisition of D3IP - a cash generative, profit-making business - provides Mantle with an entry point into the UK defence market. It is the delivery vehicle for a live defence contract with the Ministry of Defence and sits within a group that holds framework positions with defence and national-security customers. It is in line with Mantle’s strategy to build and connect businesses that strengthen the UK’s sovereign capability and supports the Company’s ambition to create an ‘Enabling Ecosystem’ to proactively bring together the companies, expertise, infrastructure and capital the UK needs to deliver that critical capability faster.

D3IP is a UK innovation services company that provides digital experimentation for defence, law enforcement, national security and public sector customers to accelerate capability delivery.

It works with government, technology companies, SMEs, academia and specialist partners to identify potential solutions to operational and technological challenges and takes them through a process of experimentation and testing, whilst also providing the infrastructure and coordination needed to support that process securely.

D3IP's services include technology enablement, capability development and acceleration, business intelligence, and capability innovation as a service. D3IP generates revenue of approximately £2.5 million per annum and net profit of approximately £250,000.1

1.Unaudited management information provided by the sellers

Rationale for the Proposed Acquisition

The UK Government must respond quickly to fast-changing security needs while keeping access to trusted technology and specialist suppliers. D3IP helps meet those needs by shortening the time between identifying a requirement and having a tested, potentially deployable solution. It also gives suppliers credible routes into defence and national security markets that can otherwise be difficult to access.

UK defence and national-security customers buy through frameworks, dynamic purchasing systems and vetted supply chains. Qualifying for them takes track record, security standing and time. That is the main barrier between a company building sovereign materials and manufacturing capability, as Mantle is, and the customers who need that capability. D3IP helps to remove that barrier.

D3IP is expected to provide the Group with an operating platform through which its wider strategy can be developed. It complements the materials and manufacturing work already in the Group, providing access to programmes, frameworks and partner companies that require those capabilities. Completing the Proposed Acquisition would therefore be both a first operating asset under the Mantle strategy, and a window onto the demand the rest of the strategy is designed to meet.

The total consideration for the Proposed Acquisition is subject to a floor of £1.2 million and a ceiling of £4.5 million, payable as follows:

Nick Bridle, Chief Operating Officer of Technology Minerals Plc, said:

“Mantle’s mission is to strengthen the security and resilience of the United Kingdom - by building and owning the capabilities that address the country’s strategic needs, and by putting them into a listed vehicle that can take them to scale. D3IP is the first example of that mission in action. It is already profitable. It already sits inside the defence and national-security ecosystem. And it gives us sight of the demand that the rest of the Group is here to meet. We are looking forward to working with the excellent team at D3IP as we continue to drive our mission forward.”

Gracechurch Group (Financial PR)

Harry Chathli, Alexis Gore, Rebecca Scott

About Mantle – www.mantleresilience.com

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.

D3IP Limited is a private company incorporated in England and Wales on 24 March 2026, the entire issued share capital of which is owned by DII (Group) Ltd. Timothy Andrew Harris and Richard David Bosworth are the directors of the seller and of D3IP.

D3IP is to be the delivery vehicle for the commercial route to defence currently contracted through its sister company, DII Ltd (DII Ltd and X-Net (Services) Ltd together with certain related entities, the "Wider Group").

D3IP is a new company holding an established business. It was incorporated on 24 March 2026 to separate the Wider Group’s defence delivery business into a standalone company that could be further developed across multiple sectors, with DII Ltd remaining the named prime contractor. The Wider Group has worked with defence and national-security customers since 1996. What gives D3IP its value was built by the Wider Group over that period and is brought into D3IP under the accompanying deeds described under Principal terms below. Execution of those deeds is a condition of completion, so the Company will not acquire D3IP without them. The consideration is also structured around D3IP's short corporate history, with £1.3 million payable only if the commercial route is renewed and its revenue continues under the Company's ownership.

The revenue and profit figures in this announcement have been provided by the sellers as unaudited management information and represent the annualised run-rate of the business now held by D3IP, not D3IP’s own trading since incorporation. They have not been independently verified by the Company and should not be read as a profit forecast.

Under the Heads the Corporate Seller has agreed to sell, and the Company has agreed to buy, the entire issued share capital of D3IP with full title guarantee, free from encumbrances, subject to the conditions. The Company may nominate a wholly-owned subsidiary to take the transfer. The listed company remains liable for the buyer's obligations.

Near-term consideration, which is not contingent on the commercial route to defence, is £1.2 million. The floor, if the two defence-route deferred legs also become payable, is £2.5 million. The ceiling, including earn-out, is £4.5 million.

New ordinary shares in the Buyer

Cash (up to 25% Shares at Buyer’s election)

Continuation Condition satisfied

Earn-out over 36 months from Completion

Cash, shares or mix; cannot exceed Ceiling nor more than 20% settled in shares.

Tranches 1A, 1B and 2 are not contingent on the commercial route to defence. Tranches 3 and 4 are contingent only on the renewal and continuation conditions described above. The parties' working assumption is that those conditions are tested by reference to 23 May 2027 and 23 May 2028 respectively.

Tranche 5 is an earn-out of up to £2.0 million over 36 months from completion against revenue, margin and new-contracted-work tests, always capped so that aggregate consideration does not exceed £4.5 million. An amount counted towards Tranche 3 or 4 is not also counted towards an earn-out milestone.

Consideration shares. The number of new ordinary shares for Tranche 1B is £800,000 divided by the agreed issue price, rounded down to the nearest whole share. If no price is agreed before completion, the issue price is the volume-weighted average price of an ordinary share in the Company on the Main Market for the five dealing days ending on the dealing day immediately before completion. The Company intends to issue those shares under authorities already in force. The shares will be issued in certificated form, subject to a lock-in of 12 months from admission and to orderly-market restrictions for a further 12 months. Application will be made for their admission to the Official List and to trading on the Main Market.

Completion cannot occur until the following accompanying deeds have been executed. They are not optional side letters.

Defence-route subcontract. While DII Ltd remains the named prime, the benefit and burden of delivery and cash on the commercial route to defence are transferred back-to-back to D3IP.

Framework access agreement. D3IP is to have an exclusive, irrevocable right to bid, win and deliver under current and future relevant frameworks, dynamic purchasing systems, dynamic markets and successor vehicles held by the Wider Group, royalty-free or at a nominal fee, surviving change of control of any holder, with an 18-month tail after the option period ends.

Relationship and option agreement. The Company is to have an exclusive option, exercisable subject to conditions, to acquire 100 per cent of the Wider Group companies during a three-year option period, together with a no-shop and standstill, a right of first refusal over relevant opportunities, information rights, and reciprocal protections so that the option companies are not hollowed out.

Customary group, clearance and transitional arrangements are also to be executed. The Heads impose exclusivity and a no-shop on the seller parties from signing until the earlier of completion, the longstop date and any termination of the Heads.

Completion is subject to the following conditions being satisfied or waived on or before 31 October 2026 (or such later date as the parties agree in writing):

(a) execution of the accompanying deeds, remaining in full force;

(b) execution of the share purchase agreement, disclosure letter and lock-in agreements in agreed form;

(c) no material adverse change in the business, the commercial route to defence, or D3IP's assets, liabilities or prospects between signing of the Heads and completion; and

(d) the fundamental warranties of title, capacity and ownership of the sale shares remaining true at completion.

The parties are obliged to negotiate the definitive documents in good faith and to use all reasonable endeavours to execute them before the longstop.

There can be no certainty that the conditions will be satisfied or that the Proposed Acquisition will complete. A further announcement will be made on execution of the share purchase agreement and on completion, as appropriate.

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 Heads are a legally binding agreement to acquire D3IP. Completion remains subject to the conditions described above, including execution of the share purchase agreement and the accompanying deeds. The Proposed Acquisition has not completed. There can be no certainty that it will complete.

The revenue and profit figures attributed to D3IP are unaudited management information supplied by the sellers and are not a profit forecast.

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

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