REG - Metals One PLC - Update re LBR Offer for Barbrook and MIMCO

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RNS Number : 8408A  Metals One PLC  17 April 2026

17 April 2026

Metals One Plc

("Metals One" or the "Company")

Update re LBR Offer for Barbrook and MIMCO

Further to the Company's announcements on 9 April 2026 and 15 April 2026,
Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals project
developer and investor, provides an update on the proposed acquisition by
Lions Bay Resources (Pty) Ltd ("LBR") of certain assets of Barbrook Mines
(Pty) Ltd ("Barbrook") and Makonjwaan Imperial Mining Company (Pty) Ltd
("MIMCO") in South Africa. Metals One owns 30% of LBR with the option to
increase its ownership to 49.9% (subject to shareholder approval).

The Company is pleased to confirm that yesterday the creditors of Barbrook
approved the business rescue plan pursuant to which LBR offered to acquire
certain assets of Barbrook (including 2.1Moz of gold resource*) for ZAR 279
million (approximately US$17.0 million). As such, LBR will now settle
creditors as follows: (i) Staff will be paid 100% of their entitlements, less
any amounts previously settled by the major creditor; (ii) Creditors will be
paid 10% of their approved claims; and (iii) the 90% balance will be paid to
creditors once the Section 11 application has been granted (transfer of mining
rights). Payments (i) and (ii) will be funded from LBR's existing cash held in
escrow and it is expected payment (iii) will be funded pursuant to the funding
proposal/s being considered by LBR (as described below). LBR is continuing to
actively work towards satisfying the various conditions precedent necessary to
complete the business rescue process, which include (amongst other things),
the payment of salary claims of former employees of Barbrook in full, the
payment of approved claims of creditors of Barbrook and the granting of
section 11 approval by the Minister of the Department of Mineral Resources and
Energy for the transfer of the mining rights of Barbrook to LBR. In addition,
definitive acquisition agreements will need to be negotiated and entered into
by LBR and the BRP in order to give contractual effect to the plan.

LBR has received an indicative confidential proposal to fund the balance of
the capital required to complete the acquisition of the assets of Barbrook,
together with additional initial mine start‑up capital, and is also
considering other confidential funding proposals. Further information will be
disclosed in due course in relation to these arrangements.

There can be no guarantee that the conditions precedent will be satisfied
within the anticipated timeframe or at all and accordingly, there is a risk
that completion of the acquisition is delayed until such time as the
conditions precedent are satisfied (or waived or amended, if capable of waiver
or amendment); or the proposed acquisition fails to complete.

A motion was proposed by a creditor of MIMCO to adjourn the meeting of
creditors of MIMCO until 8 May 2026. The motion was carried and the business
rescue practitioner adjourned the meeting until such date.

The Company has been made aware of pending litigation in relation to assets of
Vantage Goldfields (Pty) Ltd, Barbrook and MIMCO (together the "Vantage
Assets") pursuant to which amongst other matters certain stakeholders and
other interested parties are seeking to convert the business rescue
proceedings in respect of the Vantage Assets into provisional liquidation
proceedings and to remove the business rescue practitioner (the "Legal
Proceedings"). The Johannesburg High Court has ordered that the Legal
Proceedings be suspended for a period of three months (from 23 March 2026) to
allow for the offer by LBR to acquire Barbrook and the MIMCO assets to be
considered by creditors of Barbrook and MIMCO, respectively. The acquisition
of the Barbrook assets by LBR may be subject to further legal proceedings,
including an adverse order pursuant to the Legal Proceedings and potential
litigation by dissenting creditors and other interested parties to seek the
setting aside of the approved business rescue plan and challenges to the
section 11 approval by the Minister of the Department of Mineral Resources and
Energy. The Company understands that LBR has taken legal advice in relation to
the Legal Proceedings and has been advised that the pending matters are
without merit. However, the outcome of any current or future proceedings is
inherently uncertain, and any material adverse outcome could have a material
adverse effect upon LBR's financial performance and results of operations.

 

(*)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 advancing a strategic portfolio of investments which span early
stage critical and precious metals exploration to a vertically integrated gold
strategy in South Africa, with an objective to encompass power, mining and
processing.

 

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).

 

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.

 

 

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