REG - Metals One PLC - Update re Lions Bay Resources Offer for Vantage

Metals OneAnnouncement

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RNS Number : 1701Y  Metals One PLC  26 March 2026

26 March 2026

Metals One Plc

("Metals One" or the "Company")

 

Update re LBR Offer for Vantage

 

Business Rescue Practitioner calls meeting to approve LBR's plan to acquire
the Vantage Goldfields assets in South Africa for US$40 million

 

Further to the Company's announcement on 23 March 2026, Metals One (AIM:
MET1, OTCQB: MTOPF), a critical and precious metals exploration and
development company, is pleased to note that the Business Rescue Practitioner
("BRP") in South Africa has called a creditor meeting to approve the plan by
Lions Bay Resources PTY Ltd ("LBR") to acquire the South African assets of the
Vantage Goldfields Group (the "Vantage Assets").

 

Upon imminent conversion of Metals One's convertible loan notes in LBR, Metals
One will own 30% of LBR.

 

The full text of the update announced on 25 March 2026 by Lions Bay Capital
Inc. ("LBI") (TSX-V: LBI) (Metals One: 19.1%), which currently owns 47.5% of
LBR, appears further below.

 

Key Information

 

·    The BRP has scheduled a creditor meeting on 9 April 2026 to vote on a
rescue plan proposed by LBR. Several major creditors have already indicated
support, marking a key breakthrough in LBR's long-running effort to acquire
the Vantage Assets.

·    LBR has incorporated a wholly owned subsidiary, Lions Bay Mining
(Pty) Ltd, to acquire and restructure the Vantage Assets, as part of an agreed
plan with the BRP.

·    The Vantage Assets entered Business Rescue after the 2016 Lily mine
collapse and are located in the Barberton region with a historical resource
inventory of 4.5 million ounces of gold(*), a central metallurgical complex
and extensive underground development.

·    LBR has made a US$40 million offer for the Vantage Assets, depositing
US$6 million already, committing another US$4 million before the meeting, and
planning to place the remaining US$30 million in escrow in London pending
regulatory approval.

·    LBI is evaluating multiple funding options to enable LBR to complete
the deal, including debt, equity, or a public listing on a major exchange
(e.g. London, Toronto, Hong Kong, or South Africa).

·    LBR is expected to imminently settle the outstanding US$1.36
million 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$39.6 million (see Company announcement 23
March 2026).

·    Metals One has the following investment exposure to LBR and LBI via:

o  Ownership of 19.1% of LBI's listed share capital (see Company announcement
29 August 2025)

o  A CA$10 million loan facility with LBI (see Company announcement 23 March
2026) - with CA$8.7 million drawn to date and applied by LBI towards LBR's
Vantage acquisition plan and for general working Capital

o  Convertible loan notes with LBR totalling US$1.8 million that upon
imminent conversion will result in Metals One owning 30% of LBR's most
favourable class of shares (see Company announcement 23 March 2026)

The LBR plan put to the BRP will be the subject of a Technical Report to be
published in due course and in conjunction with confirmation of the additional
US$30 million of funding required. As notified previously, any further
substantive participation by Metals One in this funding will be subject to
shareholder approval.

 

Daniel Maling, Managing Director of Metals One, commented:

 

"The implementation of LBR's strategy to create a vertically integrated gold
business in South Africa is progressing well, with several major creditors
having indicated their support for LBR's plan for the Vantage Assets.

 

The acquisition of the Vantage Assets is a core component of this strategy,
with the mines potentially benefiting from cheap power from LBR's cogeneration
plant and, in the longer term, its use as a gold concentrate roasting complex.

 

Against the backdrop of the upcoming creditor meeting, LBR is now progressing
term sheets with several parties regarding project level financing for the
remaining commitments in respect of the acquisition, and we look forward to
providing a further update in due course."

 

The full text of Lions Bay Capital's announcement is reproduced below.

 

 

LIONS BAY RESOURCES RECEIVES APPROVAL FROM THE BUSINESS RESCUE PRACTITIONER

 

Vancouver, BC, March 25, 2026 - Lions Bay Capital Inc. (TSX-V: LBI) ("LBI" or
the "Company") announces that further to the Company's news release on March
23, 2026, the Business Rescue Practitioner ("BRP") for the Vantage Goldfields
Group has called a meeting of creditors to approve a rescue plan put forward
by LBI's 47.5% owned South African associate, Lions Bay Resources Pty Ltd.
("LBR"). A number of major creditors have indicated they will support the plan
at the meeting to be held on April 9, 2026.

 

The decision to call the meeting is a major breakthrough in the long running
quest by LBR for the acquisition of the assets of the Vantage Group. 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.

 

As announced in the Company's news release of March 23, 2026, LBI increased
its loan facility from Metals One plc from CAD $4.0 million to CAD $10.0
million to provide additional support to implement its South African gold
strategy. LBI has now drawn down CAD $8.7 million of this facility and
advanced the funds to LBR to assist with the Vantage acquisition.

 

LBR has made a global offer USD $40.0 million for the Vantage assets. It has
already deposited USD $6.0 million of this into the Trust account of the BRP
and has agreed to deposit a further USD $4.0 million before the creditor
meeting.

 

The balance of USD $30.0 million will be placed in escrow in London as soon as
practicably possible and distributed to creditors on receipt of a Section 11
approval under the Minerals and Petroleum Resources and Development Act.

 

The Company is currently assessing several funding structures, including but
not limited to, traditional debt facilities, equity investment into LBR,
direct equity through a public listing on a London, Toronto, Hong Kong or
South African stock exchanges

 

 

*Historical resource based on a Competent Persons' Report ("Report") dated
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.

 

 

About Lions Bay Capital Inc.

 

Lions Bay Capital Inc. is a mining finance and investment company focused on
unlocking the value of overlooked or underperforming resource assets, with a
strategic emphasis on gold and copper. Unlike traditional exploration
companies, Lions Bay raises capital to invest in compelling opportunities
rather than deploying funds on high-risk exploration or excessive executive
overhead. The company specializes in identifying resource projects that have
been neglected due to lack of funding or poor management execution. By
leveraging deep industry expertise, Lions Bay provides both capital and
strategic support to enhance project value and investor returns.

 

Lions Bay is led by Executive Chairman John Byrne, a veteran of the mining
sector with over 50 years of experience as an analyst, investor, and operator.
Under his leadership, the company brings a disciplined, value-driven approach
to mining investment.

 

On behalf of the Board of Lions Bay.

 

John Byrne

Executive Chairman

Tel: +61 3 9236 2800

Email: jbyrne@lionsbaycapital.com

 

Ryan Batros

Managing Director

Tel: +61 472 658 777

Email: Rbatros@lionsbaycapital.com

 

For more information, please visit the corporate website at
www.lionsbaycapital.com (http://www.lionsbaycapital.com/) or contact the
above.

 

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT
TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.

 

Disclaimer & Forward-Looking Statements: This news release includes
"forward-looking statements" and "forward-looking information" within the
meaning of Canadian securities laws and United States securities laws
(together, "forward-looking statements"). All statements included in this news
release, other than statements of historical fact, are forward-looking
statements including, without limitation, statements with respect to the
closing of option to purchase and the approval of the share consolidation and
convertible debt by the TSX Venture Exchange. Forward-looking statements
include predictions, projections and forecasts and are often, but not always,
identified by the use of words such as "anticipate", "believe", "plan",
"estimate", "expect", "potential", "target", "budget", "propose" and "intend"
and statements that an event or result "may", "will", "should", "could" or
"might" occur or be achieved and other similar expressions and includes the
negatives thereof.

 

Forward-looking statements are based on a number of assumptions and estimates
that, while considered reasonable by management based on the business and
markets in which the Company operates, are inherently subject to significant
operational, economic, and competitive uncertainties, risks and contingencies.
These include assumptions regarding, among other things: general business and
economic conditions. There can be no assurance that forward-looking statements
will prove to be accurate and actual results, and future events could differ
materially from those anticipated in such statements. Important factors that
could cause actual results to differ materially from the Company's
expectations include those described under the heading "Risks and
Uncertainties" in the Company's most recently filed MD&A (a copy of which
is available under the Company's SEDAR profile at www.sedarplus.ca
(http://www.sedarplus.ca) ). The Company does not undertake to update or
revise any forward-looking statements, except in accordance with applicable
law.

 

 

(*)Note

Historical resource based on a Competent Persons' Report ("Report") dated
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

 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.

 

 

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