Proposed Acquisition of Lions Bay Resources
22 October 2026
Metals One Plc
("Metals One" or the "Company")
Proposed Acquisition of Lions Bay Resources
Transaction will position Metals One as a South Africa-focused gold and power business led by the former CEO of the country's largest gold producer
Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals project developer and investor with a focus on gold and uranium, is pleased to announce that it has entered into a binding term sheet (the "Term Sheet") with Lions Bay Capital Inc. ("LBI") (TSX-V: LBI), Salamander Consulting Ltd ("Salamander") and Lions Bay Resources Proprietary Limited ("LBR") (together, the "Parties") for the proposed acquisition of the remaining interests in LBR that Metals One does not already own.
Under the revised structure, Metals One intends to exercise its existing option to increase its interest in LBR from 30% to 49.99% (the "Option") and acquire the remaining 50.01% from LBI and Salamander through two separate share-for-share transactions (each a "Proposed Transaction", and together the "Proposed Transactions"). On completion of both of the Proposed Transactions, LBR would become a wholly owned subsidiary of Metals One.
This replaces the transaction structure announced on 30 June 2026, under which LBI was to acquire 100% of LBR. The revised structure is intended to consolidate the South African gold mining and power business within Metals One, providing access to capital markets to support the development of a new South African gold and power business.
Highlights
· South Africa gold focus - Proposed Transactions position Metals One at the forefront of a South African gold business, with a defined strategy to bring the Barbrook Gold Mine ("Barbrook") back into production within six months.
· Highly experienced leadership - Former CEO of Harmony Gold (NYSE: HMY, JSE: HAR) Graham Briggs to become Chair of Metals One following the Acquisition, supported by a first-class South African operating team.
· All share consideration - £6.5 million for the remaining 50.01% of LBR, satisfied through the issue of 500,000,000 new Metals One shares at a deemed price of 1.3 pence per share, together with the issue of 125,000,000 warrants exercisable at 3.0 pence per share for three years.
· Strategic assets -
o Barbrook Mine - LBR's proposed acquisition of the Barbrook Gold Mine in Mpumalanga Province, South Africa, would add an asset with an historical 2.1 million ounce gold resource*, an existing processing plant and supporting infrastructure with a plan to restore production within six months.
o Cogeneration Plant - LBR owns a cogeneration plant in Newcastle, South Africa, equipped with a 6 MW steam turbine (the plant has an independently assessed replacement value of US$39.6 million) which may be used to offset Barbrook's power requirements.
· Near-term cash flow - Phased restart plan targeting initial gold concentrate production at Barbrook within six months using the plant and infrastructure already in place
Daniel Maling, Managing Director of Metals One, commented:
"Subject to the outcome of the hearing announced on 12 October, this Acquisition brings the Lions Bay South African gold and power business wholly and directly into Metals One. This positions our Company at the forefront of a South African gold mining opportunity, with a first-class operating team and the former CEO of South Africa's largest gold producer as our Chair.
This would be a truly transformational transaction for Metals One following its financing and business development initiatives over the last 18 months.
Our immediate priorities are to complete the phase 1 Competent Person's Report which will detail the near-term production and mine start-up plan for Barbrook, finalise the mine financing and transaction documentation, and secure the approvals required to complete the acquisitions. We look forward to updating shareholders as we progress what we believe to be an exceptional opportunity to create value for all stakeholders from assets which have enormous potential but have been out of commission for a number of years."
Terms of Proposed Transactions
Metals One intends to exercise the Option by converting the Canadian dollar equivalent of US$5 million outstanding under the Company's existing loan facility to LBI (the "Facility") into new shares in LBR. Following exercise, Metals One would hold 49.99% of LBR with each of LBI and Salamander holding 25.005%.
The Company would then acquire the interests held by LBI and Salamander on the following terms:
· LBI: acquisition of its 25.005% interest for share consideration of £3.25 million, satisfied by the issue of 250,000,000 new ordinary shares of £0.001 each in Metals One ("Ordinary Shares") at a deemed price of 1.3 pence per share, together with 62,500,000 warrants to subscribe for Ordinary Shares at 3.0 pence per share, valid for three years from completion.
· Salamander: acquisition of its 25.005% interest on the same terms, with 250,000,000 new Ordinary Shares and 62,500,000 warrants issued to Salamander and/or its agreed nominees (the 500,000,000 new Ordinary Shares to be issued in aggregate are referred to as the "Consideration Shares").
Each Proposed Transaction is separate and independent and may complete individually. Metals One may elect not to proceed with either Proposed Transaction without affecting its ability to proceed with the other.
The Consideration Shares would be subject to a six-month lock-in from completion of the relevant Proposed Transaction, followed by a further six-month orderly-market period. Relationship agreements would also be entered into in connection with each Proposed Transaction.
Following exercise of the Option, it is proposed that LBR would assume LBI's obligations as borrower under the remaining Facility. Metals One would retain its rights as lender. The approximate remaining US$6.5 million Facility balance, after the US$5 million set-off, would therefore continue to be owed to Metals One.
Metals One also intends to increase the restructured Facility and advance up to a further US$15 million to LBR to support completion of the Barbrook asset acquisition. The amount and terms of any increase remain subject to agreement and regulatory approval.
Conditions to Completion
Completion of each Proposed Transaction is conditional upon, amongst other matters:
· execution of the relevant sale and purchase agreement, lock-in agreement and relationship agreement;
· delivery of satisfactory audited financial statements for LBR and completion of a competent person's report ("CPR") on LBR's assets;
· satisfactory legal, technical and financial due diligence on LBR, Barbrook and their assets;
· completion of the Barbrook business rescue process and receipt of the required Section 11 consent under the South African Mineral and Petroleum Resources Development Act for the transfer of the mining rights to LBR;
· approval by the Company's Board and shareholders and, for the LBI transaction, approval by LBI's shareholders and the TSX Venture Exchange to the extent required;
· receipt of all necessary regulatory and third-party consents, including any required South African change-of-control approvals and a waiver from the UK Takeover Panel of any Rule 9 mandatory offer obligation arising from the issue of the Consideration Shares; and
· there being no material adverse change in LBR's business, operations, assets, position or prospects before completion.
The Parties intend to finalise definitive documentation within 90 days of signing the Term Sheet. The conditions for the Proposed Transactions must be satisfied or, where capable of waiver, waived by Metals One within that period, unless extended by written agreement. Otherwise, the Term Sheet would terminate in respect of the Proposed Transactions. Exclusivity arrangements apply for the same 90-day period.
The Company expects to publish a shareholder circular convening a general meeting once the definitive terms, technical reports and relevant regulatory requirements have been finalised. Further details of the Proposed Transactions will be provided at that time. There can be no certainty that either Proposed Transaction will complete on the proposed terms or at all.
Proposed Board of Directors
Subject to completion of the Proposed Transactions and customary approvals, it is proposed that the following will join the Board of Metals One:
Graham Briggs, Non-Executive Chair
Graham retired as Chief Executive Officer of Harmony Gold Mining Company ("Harmony"), South Africa's largest gold producer by volume, in 2016. He holds a B.Sc. Honours Degree in Geology and Applied Geology and started his career as Geological Technician for Gencor in 1972, working his way up to Chief Geologist of Grootvlei Gold Mine in 1989 and later Ore Reserve Manager for Beatrix Gold Mine in 1992. In 1996 Graham joined Harmony as an executive manager and gained invaluable experience managing projects and operations around the world, including working as CEO of Harmony's operations in Canada, Australia, and Papua New Guinea. Graham was vice president of the Chamber of Mines of South Africa for two years until 2016. Since leaving Harmony Graham has consulted for various mining companies.
John Byrne, Non-Executive Director
John Byrne is the Executive Chairman of LBI and brings over 50 years of experience in the natural resources industry as a financial analyst, investor, and mine developer. He has served as Chairman and CEO of numerous successful resource companies. Notably, he led Western Canadian Coal from a market capitalization of less than C$1 million to its sale for over C$3 billion in 2010. John's leadership and deep industry insight make him a cornerstone of the Company's strategic direction.
Subject to completion of the Proposed Transactions it is envisaged that the Board composition will be as follows, with Craig Moulton stepping down as Chair:
Name
Proposed role
Graham Briggs
Non-Executive Chair
Daniel Maling
Managing Director & CEO
John Byrne
Non-Executive Director
Fungai Ndoro
Non-Executive Director
Alex King
Non-Executive Director
The proposed appointments remain subject to the satisfactory completion of customary due diligence and regulatory checks by the Company's nominated adviser, including the verification of information required under Schedule Two (g) of the AIM Rules for Companies. A further announcement confirming the appointments will be made in due course.
Proposed Long Term Incentive Plans ("LTIPs")
Following completion of the Proposed Transactions, and therefore the acquisition of a significant asset by the Company, the Board intends to continue to incentivise key members of staff and to attract high-calibre executives who will play a direct role in facilitating the completion of the Barbrook acquisition and in the revitalisation of the mine's operations. The Board considers the recruitment and retention of highly skilled personnel to be critical to the delivery of these strategic objectives. In line with the intentions set out in the Company's Circular dated 13 January 2026, the Board proposes to issue new ordinary shares to the Company's Employee Benefit Trust ("EBT"), representing 10 per cent of the enlarged issued share capital of the Company. Shares held within the EBT are intended to be allocated to key management and employees subject to the achievement of specified performance milestones and vesting conditions, the details of which will be set out in a formal share incentive plan. The proposed arrangements will be subject to the requisite shareholder approval at a forthcoming general meeting.
Barbrook Acquisition Update
Metals One awaits the final judgment from the court proceedings announced on 12 October 2026. In the meantime LBR is progressing the remaining requirements to complete its acquisition of Barbrook under the business rescue plan.
*Note
Historical resource based on a Competent Persons' Report ("Report") dated 1 January 2015, prepared by Minxcon Consulting (Pty) Limited and authored by D van Heerden. B.Eng. (Min. Eng.), M.Comm. (Bus. Admin.), ECSA, FSAIMM, AMMSA. The Report was prepared in compliance with the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (July 2009 Amended Edition) (the SAMREC Code) and the South African Code for the Reporting of Mineral Asset Valuation (July 2009 Amended Edition) (the SAMVAL Code) and Section 12 of the Johannesburg Stock Exchange listing requirements. Mineral resources that are not mineral reserves do not have demonstrated economic viability. A qualified person has not done sufficient work to classify the historical estimate as current mineral resources and the Company is not treating the historical estimate as a current mineral resource.
Enquiries:
Metals One Plc
Daniel Maling, Managing Director
+44 (0)20 7981 2576
Spark Advisory Partners (Nominated Adviser)
James Keeshan / Andrew Emmott
+44 (0)20 3368 3550
Bowsprit Partners Limited (Strategic Adviser)
Luis Brime / John Treacy / James Sheehan
+44 (0)20 3883 4430
CREST Corporate Broking (Broker)
Jerry Keen
+44 (0)20 3973 3678
Vigo Consulting (Investor Relations)
Ben Simons / Fiona Hetherington / George Pope
IR.MetalsOne@vigoconsulting.com
+44 (0)20 7390 0230
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014, as amended, which, by virtue of the European Union (Withdrawal) Act 2018, forms part of UK law. On the publication of this announcement via an RIS this inside information is now considered to be in the public domain.
About Metals One
Metals One is a critical and precious metals project developer and investor with a focus on gold and uranium. Our core interests include a South African gold and energy platform, a brownfield gold/copper exploration project in Northern Peru, uranium exploration and tailings reprocessing opportunities in the USA, a gold exploration project in the USA, and AI metals exploration in Tanzania.
Metals One's shares are listed on the London Stock Exchange's AIM Market (MET1) and on the OTCQB Venture Market in the United States (MTOPF).
Map of Metals One core projects/investments
Follow us on social media:
LinkedIn: https://www.linkedin.com/company/metals-one-plc/
X: https://x.com/metals_one_PLC
Subscribe to our news alert service on the Investors page of our website at: https://metals-one.com
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.ENDACQZZMZGGMGGVZZ
Recent news on Metals One
See all newsBrief: Metals One Proposes Acquisition Of Remaining 50.01% Of Lions Bay Resources
Proposed Acquisition of Lions Bay Resources
Brief: Metals One Says Black Schist Project Not Granted EU Strategic Project Designation
Zn Project Update
Brief: Metals One Says Judge Reserves Judgment On Lions Bay Plan Application