REG - Metals One PLC - Implementation of South Africa Gold Strategy

Metals OneAnnouncement

Today 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260323:nRSW6735Xa&default-theme=true

RNS Number : 6735X  Metals One PLC  23 March 2026

 

 

23 March 2026

 

Metals One Plc

("Metals One" or the "Company")

 

Implementation of South Africa Gold Strategy

 

Metals One to cornerstone vertically integrated South African gold business as
Lions Bay Resources proceeds with acquisition of cogeneration plant and
progresses plan to acquire Vantage Goldfield assets

 

Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals project
developer and investor, is pleased to provide updates on key developments in
its strategy to create a vertically integrated gold business in South Africa
through Lions Bay Resources PTY Ltd ("LBR").

 

Highlights

 

·    Metals One is to secure 30% ownership of LBR through conversion of
US$1.8m convertible loan notes

 

·    LBR is expected to imminently settle the outstanding US$1.36m balance
to acquire a cogeneration plant which may be reconfigured to include a gold
concentrate roasting complex. The plant has an independently assessed
replacement value of US$39.6m

 

·    LBR's plan to acquire the assets of Vantage Goldfields from Business
Rescue has been agreed by the Business Rescue practitioner - further details
to be announced on publication of the plan

 

·    Vantage holds mining leases in the Barberton region with a historical
resource inventory of 4.5 million ounces of gold(*), a central metallurgical
complex and extensive underground development

 

·    Metals One is increasing its secured loan facility to Lions Bay
Capital Inc. from C$4.0m to C$10.0m to be applied by LBI, amongst other
things, towards LBR's Vantage acquisition plan

 

·    Metal One's substantial cash balance sheet has enabled it to support
LBR, as front runner in the Vantage BRP process. LBR is now considering offers
for project level financing for the balance of cash required to complete the
Vantage asset acquisition alongside initial mine startup capital

 

 

Strategic Investment in Lions Bay Resources

LBR to acquire cogeneration plant in Newcastle, South Africa

 

Further to the Company's announcement on 27 November 2025, Metals One has
finalised its agreement to subscribe for up to US$1.8 million of convertible
loan notes ("CLNs") in LBR and has advanced the full amount order to
facilitate LBR's imminent settlement of the US$1.36 million acquisition of a
cogeneration plant located in the Karbochem Industrial
Park, Newcastle, South Africa (the "Plant").

 

Metals One intends to exercise its option to convert the CLNs into the most
favourable class of shares in the capital of LBR immediately upon LBR
acquiring the Plant which will result in Metals One's shareholding in LBR to
be 30% of the issued share capital of LBR on a fully diluted and enlarged
basis. Until converted, the CLNs are secured, inter alia, by first ranking
security over the assets of LBR.

 

Metals One has entered into a shareholders' agreement with the shareholders of
LBR. The shareholders' agreement will regulate the relationship between the
shareholders of LBR and contains customary provisions including the ability to
appoint a director to the board of LBR, pre-emption rights and matters which
require the unanimous consent of the shareholders of LBR.

 

LBR is a South African private company formed last year to create a vertically
integrated South African gold business. It is currently jointly owned by Lions
Bay Capital Inc. ("LBI") (TSX-V: LBI), (Metals One: 19.1%) and the Salamander
Mining management team ("Salamander") headed by Graham Briggs (Non-Executive
Chairman), the former CEO of Harmony Gold, South Africa's largest gold
producer and Lloyd Birrell (CEO), the founder and former CEO of Theta Gold
(ASX:TGM).

 

LBR will settle he outstanding balance to acquire the fluidised bed
cogeneration Plant ofUS$1.36 million with a view to restarting the production
of steam and power. The Plant was inspected and verified by TerraVista
Solutions P. Ltd in October 2025 and ascribed a replacement value of US$39.6
million.

 

Pending confirmatory research and studies, the Plant may be reconfigured to
include a gold concentrate roasting complex, an alternative solution to
exporting gold-bearing concentrate from South Africa to Asian smelters for a
significant discount to the value of the contained gold.

 

The Plant currently has the below specifications and associated
infrastructure:

 

·    2 x 30 tonnes per hour ("TPH") Thermax combustion boilers

·    6 MW GE-Triveni steam turbine

·    The Plant is configured to take coal from local dumps and biomass as
feedstock

·    Boiler house, turbine, control room and motor control centre

·    Compressed air plant and electrical sub-station

·    Inclined conveyor to six silos (1,500m(3) each)

 

The Plant has three potential revenue streams being the production of
electricity and steam, and gold roasting. Subject to receipt of a competent
person's report, it is expected that the Plant will require approximately
US$4.5 million of investment to restart production of steam and power.

 

Update re Lions Bay Resources Offer for Vantage Goldfields

Plan to acquire Vantage agreed

 

Further to the Company's announcement on 29 December 2025, Metals One is
pleased to provide an update on LBR's offer for all the assets of the Vantage
Goldfields Group ("Vantage").

 

Vantage was placed in Business Rescue following a crown pillar collapse at the
Lily mine in 2016 and comprises numerous mining leases in the Barberton region
of South Africa with a historical resource inventory of 4.5 million ounces of
gold(*), a central metallurgical complex and extensive underground
development.

 

Following several months of negotiations, LBR (in which Metals One will become
a 30% shareholder pursuant to the above CLN conversion) has now agreed a plan
in principle with the Business Rescue Practitioner ("BRP") for the acquisition
of the Vantage assets. The BRP is expected to sign and publish the plan
imminently at which point Metals One will announce further details including
the final terms of the plan. An updated CPR over the Vantage mining assets is
planned, and likely a condition, to securing the project financing offers
currently being considered by LBR. Any further substantive investment in the
project by Metals One will also be subject to approval by its shareholders.

 

The Vantage acquisition could provide all the necessary gold-bearing
concentrate feed (having historically produced such concentrates) for LBR's
gold roaster project in Newcastle, should LBR decide to reconfigure the Plant
to include a gold concentrate roasting complex.

 

LBR is also considering the possibility that the Plant could feed power into
the grid in Newcastle which would become available for use at the Vantage
mines, through South Africa's wheeling charge system. This may have advantages
including avoiding periodic load shedding customary in South Africa and
above-inflation power price increases.

 

Additional Loan to Lions Bay Capital

To be applied towards LBR's Vantage acquisition plan

 

Further to the Company's announcement on 23 December 2025, Metals One has
signed a binding term sheet to increase its loan facility to LBI to C$10.0
million (the "Facility"), i.e. an additional C$6 million, with the funds to be
applied by LBI towards LBR's Vantage acquisition plan and for general working
Capital. The additional loan will be funded from the Company's existing cash
resources.

 

LBI has an authorised South African Reserve Bank channel for regulated lending
and repatriation of funds in and out of South Africa and it has therefore been
determined by the Company, that advancing funds to LBI pursuant to the
Facility is the most suitable route to provide the necessary funding to LBR to
advance its strategy.

 

The Facility is to be secured through:

 

·    First-ranking fixed and floating charges over all of LBI's assets,
property, rights and undertakings including (but not limited to):

 

o  LBI's common shares of Fidelity Minerals Corp. (TSX-V: FMN | FSE: S5GM |
SSE: MNYC) (Metals One: 12.96%) held, and to be held, by LBI granted by LBI in
favour of Metals One

 

o  LBI's ordinary shares held, and to be held, in LBR (being 499 ordinary
shares at the date of this agreement) granted by LBI in favour of Metals One

 

o  All loan accounts to LBR held by LBI granted by LBI in favour of Metals
One

 

o  All debt owing to LBI from GNT Mining in the amount of US$2.2 million,
granted by LBI in favour of Metals One

 

·    First-ranking fixed and/or floating charge over LBR's bank account
and all present and future monies credited to it

 

·    Security arrangements over the Plant and Vantage tailings

 

LBR and LBI are required to use their best endeavours to procure that the
other significant shareholder of LBR grant a fixed charge over their shares in
LBR in favour of the Company.

 

The Facility contains certain cross-default provisions which amongst other
matters deal with the performance of LBR in relation to the acquisition of the
Vantage assets and the application of the proceeds of the Facility. The
Facility contains market standard representations and warranties from both LBI
and LBR in favour of the Company.

 

LBR was established in May 2025 and has not yet reported any financial
information to date. Its current primary purpose is to hold the option over
the Plant.

 

Daniel Maling, Managing Director of Metals One, commented:

 

"With our key partners, the Company's vertically integrated South African gold
business development strategy is now being implemented. LBR has secured the
cogeneration plant in Newcastle which could play a key role in unlocking value
in our targeted mining assets, including Vantage, as a source of cheap power
initially, and as a gold roaster in the longer term.

 

Thanks to the tireless efforts of the team at LBR, we now have a plan agreed
to acquire the Vantage assets through the Business Rescue process.

 

We believe these assets will be potentially transformational for LBR, and to
Metals One as a 30% owner, and look forward to providing further updates as
the Plant acquisition and Vantage plan progress.

 

Metal One's significant cash and liquid investments held on its balance sheet
have enabled it to position itself, and LBR, as front runners in the Vantage
Business Rescue process.

 

LBR is now in the position of considering several offers for project level
financing for the balance of cash required to complete the Vantage asset
acquisition and mine startup capital."

 

(*)Note

Historical resource based on a Competent Persons' Report ("Report") dated 1
January 1 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                                info@metals-one.com (mailto:info@metals-one.com)

 Daniel Maling, Managing Director              +44 (0)20 7981 2576

 Craig Moulton, Chairman

 Beaumont Cornish Limited (Nominated Adviser)  +44 (0)20 7628 3396

 James Biddle / Roland Cornish
 Oak Securities (Joint Broker)                 +44 (0)20 3973 3678

 Jerry Keen / Calvin Man
 Capital Plus Partners Limited (Joint Broker)  +44 (0)207 432 0501

 Jonathan Critchley
 Vigo Consulting (UK Investor Relations)       IR.MetalsOne@vigoconsulting.com +44 (0)20 7390 0230

 Ben Simons / Fiona Hetherington

 

 

About Metals One

 

Metals One is pursuing a strategic portfolio of critical and precious metals
projects and investments underpinned by the Western World's urgent need for
reliably and responsibly sourced raw materials - and record high gold prices.
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 projects/investments

 

 

Follow us on social media:

 

LinkedIn: https://www.linkedin.com/company/metals-one-plc/
(https://www.linkedin.com/company/metals-one-plc/)

X: https://x.com/metals_one_PLC (https://x.com/metals_one_PLC)

 

Subscribe to our news alert service on the Investors page of our website at:
https://metals-one.com (https://metals-one.com/)

 

Market Abuse Regulation (MAR) Disclosure

 

The information set out herein is provided in accordance with the requirements
of Article 19(3) of the Market Abuse Regulations (EU) No. 596/2014 which forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
('MAR').

 

Nominated Adviser

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDPPUUCWUPQUQW



            Copyright 2019 Regulatory News Service, all rights reserved