Mr. Brad Kitchen reports
ELEMENT ONE HYDROGEN ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENT TO ACQUIRE HYDROGEN AND CRITICAL MINERAL EXTRACTION TECHNOLOGY
Element One Hydrogen and Critical Minerals Corp., on Feb. 9, 2025, has entered into a definitive option and earn-in agreement with Stone to H2 Inc., a New York corporation that owns proprietary technology for critical mineral extraction and geologic hydrogen production.
"I am pleased to be working with Element One to advance and commercialize this important technology," stated Dr. Greeshma Gadikota, chief executive officer of Stone to H2. "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."
The technology developed by Stone to H2 is focused on staged recovery of hydrogen and critical minerals from ultramafic rock in the subsurface environment by way of fluid injection and solution mining. Additional development by Stone to H2 also contemplates the storage of CO2 (carbon dioxide) in the same geological setting from which hydrogen and critical metals are produced. Production of hydrogen from ultramafic rock in this manner has the potential to represent one of the lowest-cost and lowest-carbon-intensity sources of hydrogen, while co-producing critical metals.
"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, chief operating officer of Element One Hydrogen. "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."
Subsequent to Stone to H2 signing a licensing agreement with Cornell University relating to subsurface hydrogen and critical mineral research, Element One elected to advance the parties' relationship by entering into the definitive agreement, reflecting increased technical validation and alignment with leading academic research.
The licensing agreement with Cornell University is between Stone to H2 and Cornell University only. Cornell University is not a party to the definitive agreement, has no ownership interest in Element One, and has not reviewed or endorsed this news release or the commercial activities contemplated herein.
The definitive agreement replaces the previously announced letter of intent and sets out binding terms pursuant to which 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 structure (see news release dated Oct. 28, 2025).
Under the definitive agreement, 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 $446,000 (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 $1.23-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 96-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 access 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.
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 company is headed by Dr. Gadikota, Lenfest Earth Institute professor at Columbia University.
Completion of the transaction remains subject to customary regulatory approvals, including approval of the Canadian Securities Exchange.
Other corporate news
The company is pleased to announce the appointment of Tim Johnson as interim chief financial officer, effective Feb. 6, 2026. Mr. Johnson replaces David Robinson, who resigned from the board of directors late last year and continued to assist the company. The board of directors would like to thank Mr. Robinson for his many years of strong stewardship and work as CFO.
On Monday, Feb. 9, 2026, the company disclosed its new marketing agreement with Bantr Media Inc. The company forgot to mention that the principal behind Bantr is Danielle Fernandes (416-723-1175) with offices at 999, 360 Bay St., Toronto, Ont. The company is paying Bantr $7,500 (U.S.) per month and 250,000 options to purchase one common share at a price of 20 cents for a period of one year. The options are subject to a regulatory four-month-plus-one-day hold.
About Element One Hydrogen and Critical Minerals Corp.
Element One Hydrogen and Critical Minerals is a Canadian company focused on the exploration, development and commercialization of geologic hydrogen and critical mineral resources, as well as breakthrough hydrogen-generation technologies. The company's projects include the Foggy Mountain critical minerals project, as well as projects in Alaska and British Columbia that are prospective for hydrogen production through stimulation in the subsurface, as well as critical and battery metals.
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