REG - Metals One PLC - Strategic Investment in Lions Bay Resources

Metals OneAnnouncement

Yesterday 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:20251127:nRSa1792Ja&default-theme=true

RNS Number : 1792J  Metals One PLC  27 November 2025

27 November 2025

 

Metals One Plc

("Metals One" or the "Company")

 

Major Strategic Investment in gold focussed Lions Bay Resources

 

Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals
exploration and development company, is pleased to announce it is making a
strategic investment of up to US$1.8 million in Lions Bay Resources ("LBR") by
way of convertible loan notes ("CLN").

 

LBR is a South African private company formed earlier this year to hold
partnership assets. It is jointly owned by Lions Bay Capital Inc. ("Lions
Bay") (TSX-V: LBI) (Metals One: 19.1%) and by 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 has secured an option for US$1.36 million over a large cogeneration plant
located in the Karbochem Industrial Park, Newcastle, South Africa ("Plant").
Research and planning has commenced around modifying the Plant to produce
power and steam whilst also roasting refractory gold concentrates, common to
mines in the region. Metals One and LBR have recently conducted due diligence
on the Plant and have agreed to apply part of the funds from the CLN to
exercising the option.

 

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 was inspected and verified by Terravista Solutions P. Ltd in October
2025 and ascribed a replacement value of US$39.6 million. Subject to receipt
of a competent persons report, to be funded from the proceeds of the CLN, it
is expected that the Plant will require approximately US$4.5 million to
restart production of steam and power.

 

A large chrome smelter operation adjacent to the Plant, requiring power and
steam, has been engaged and discussions around a mutually beneficial offtake
agreement are underway.

 

Pending confirmatory research and studies, LBR plans to reconfigure the Plant
to include a gold concentrate roasting complex, an alternative solution to
exporting gold-bearing concentrate from South Africa to Asian smelters. This
process has the potential to create a further revenue stream for the Plant by
toll processing material from regional mines, while sustaining production of
steam and power. At the election of Metals One, part of the proceeds from the
CLN will be applied to commissioning a further technical report on the
reconfiguration of the Plant to include a gold roaster.

 

The region is host to numerous multi-million-ounce gold deposits and tailings
resources, the mining of which generate concentrate, all within a 300km radius
of the Plant. In addition to the larger mining complexes, there are several
small deposits which are unable to satisfy the high capital requirements of
standalone operations that would benefit from a large centralised roasting
facility such as LBR's.

 

The near-term strategy for LBR is to acquire regional gold mining and tailings
assets as potential feedstock for the gold roaster. Metals One and LBR have
been working together on identifying acquisition opportunities that suit the
potential configuration of the Plant and gold roaster, some with substantial
gold inventory and mining infrastructure.

 Figure 1: Map of South African historical and operating gold mines in the
 region.

 Source: Council for Geoscience, South Africa 2015.

 

CLN

Metals One has conditionally agreed to subscribe for up to US$1.8 million CLNs
in LBR in tranches, subject to the satisfaction of certain conditions in
respect of each tranche, as below.

·    Metals One being satisfied with legal, financial and technical due
diligence on LBR and its assets (including the Plant)

·    In respect of tranche 1, a technical report confirming the
replacement value of the Plant having been issued by a competent person

·    In respect of tranche 2, LBR and Lions Bay having entered into
legally binding transaction documents in respect of the Plant pursuant to
which LBR will acquire a 100% legal and beneficial interest in the Plant

·    First ranking security, in agreed form having been granted to Metals
One

·    The warranties and representations remain true and accurate in all
respects

·    LBR and Lions Bay having complied with all its obligations under the
agreement

·    LBR having obtained shareholder and board approval, to the extent
required, to issue the CLNs and to allot shares on a conversion

·    No event of default having occurred and is continuing

 

It is expected that tranches 1 and 2 will be for US$175,000 and US$1.625
million respectively. Any further tranches are to be made available at Metals
One's discretion and Metals One is to have the ability to require LBR to draw
down amounts.

 

In consideration for Metals One's subscription, LBR has agreed to issue Metals
One such number of new shares on the date of the convertible loan note
instrument as is equal to 5% of the issued share capital of LBR on a fully
diluted and enlarged basis ("Introduction Shares").

 

The CLNs are to be redeemable for cash on an event of default or at the option
of Metals One on first anniversary of the grant of the respective CLNs (the
"Maturity Date").

 

Metals One is to have the option to convert the CLNs into the most favourable
class of shares in the capital of LBR in certain circumstances, including (but
not limited to) on LBR acquiring the plant and on the relevant Maturity Date.

 

Assuming that Metals One advances the full US$1.8 million to LBR, upon
conversion of the CLNs, Metals One's shareholding in LBR is to be at least 30%
of the issued share capital of LBR on a fully diluted and enlarged basis.
Until conversion or redemption, the CLN attracts a 10% coupon that compounds
annually that is to be rolled up and become payable in cash on the relevant
Maturity Date or convertible into LBR shares, at the election of Metals One.

 

The CLNs are to be secured, amongst other things, by first ranking security
over the assets of LBR.

 

 Figure 2: Aerial photograph of the Plant, taken on the Metals One site visit.

 

Dan Maling, Managing Director of Metals One, commented:

 

"South Africa is historically the world's largest gold producer, and we
believe it has the perfect ingredients of abundant resources, infrastructure
and mining expertise to become a leader once again.

 

With the acquisition of the gold roaster and associated infrastructure,
alongside the experienced mining team at Salamander, LBR has the foundations
to be a significant, vertically integrated South African gold company.

 

Metals One remains well financed with over £9 million in cash and liquid
investments. Our network and ready access to capital enables us to facilitate
downstream acquisitions such as this. We look forward to providing further
updates on the growth opportunities with Lions Bay Resources in the coming
months."

 

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
 Capital Plus Partners Limited (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 / Anna Stacey
 Fairfax Partners Inc (North America Investor Relations)  connect@fairfaxpartners.ca (mailto:connect@fairfaxpartners.ca)

                                                          +1 604 366 6277

 

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 below 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  MSCGZMZMMVRGKZZ



            Copyright 2019 Regulatory News Service, all rights reserved