Update re Lions Bay Investments
30 June 2026
Metals One Plc
("Metals One" or the "Company")
New Heads of Terms for the Company's Interests in Lions Bay Resources and Lions Bay Capital
Lions Bay Capital to acquire 100% of Lions Bay Resources, including Metals One's 30% shareholding and option to acquire a further 19.99%, in an all-stock transaction
Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals project developer and investor with a focus on gold and uranium, announces it has entered into new conditional heads of terms ("Heads of Terms") with Lions Bay Capital Inc. ("Lions Bay") (TSX-V: LBI) (Metals One: 19.1%), Salamander Consulting Group Limited ("Salamander"), Lions Bay Resources Proprietary Limited ("LBR") (Metals One: 30% with an option to acquire a further 19.99%), Lions Bay Energy Proprietary Limited ("LBE") and Lions Bay Mining Proprietary Limited ("LBM") in respect of a proposed transaction pursuant to which Lions Bay would acquire 100% of the issued share capital of LBR (the "Proposed Transaction").
Key Points:
· Consolidated platform to build the integrated South African gold and energy strategy - by acquiring and restarting the Barbrook/Vantage gold assets out of business rescue, while using LBR's recently purchased cogeneration assets to support lower-cost, more reliable power for the mining operations.
· Establishes key stakeholder ownership positions - with Metals One's expected to be 54.3% prior to an associated fundraise by Lions Bay compared to its 19.1% interest in Lions Bay and 30% interest (with an option to acquire a further 19.99%) in LBR under the old arrangements.
· Establishes initial equity value - subject to completion of the Proposed Transaction, including an associated fundraise by Lions Bay, this implies, subject to audit, an initial market equity valuation on Metals One's Lions Bay ownership of approximately C$27.83 million (£14.83 million) following total investments in Lions Bay and LBR of approximately C$8.25 million (£4.40 million) (net of the Fidelity Minerals shares and remaining Metals One debt described below) - which would represent an unrealised gain on investments of 237%.
· Increased exposure to the highly prospective Las Huaquillas gold, copper and silver project in Northern Peru - Metals One would increase its shareholding in Fidelity Minerals Corp. (TSX-V: FMN) (Metals One current holding: 12.96%), which is advancing the Las Huaquillas project.
Introduction
LBR was incorporated under the laws of South Africa on 15 May 2025, and has been established to build an integrated South African gold and energy platform by acquiring and restarting the Barbrook/Vantage gold assets out of business rescue, while using its recently purchased KC Energy cogeneration assets to support lower-cost, more reliable power for the mining operations.
Lions Bay currently owns 35% of LBR. Pursuant to the Heads of Terms, Lions Bay proposes to acquire the remaining interests in LBR through a share-for-share exchange, including the acquisition of Salamander's 35% interest in LBR, Metals One's 30% interest in LBR, and Metals One's existing option to acquire a further 19.99% interest in LBR (which, if exercised, would dilute the existing LBR shareholders). Upon completion of the Proposed Transaction, LBR would become a wholly owned subsidiary of Lions Bay.
As announced on 17 April 2026, LBR's business rescue plan for the Barbrook Mine ("Barbrook") was approved by 84% of creditors, and implementation is now underway, with approximately ZAR 151.0 million paid out to date (including ZAR 45.5 million to former employees) and all legal challenges defeated with costs (there is currently no outstanding litigation affecting Barbrook). The acquisition agreement has been concluded and the Section 11 application for transfer of the mining rights has been submitted to the South African Department of Mineral Resources and Energy. Once consent is granted and the outstanding consideration is paid, the business rescue practitioner will issue a certificate of completion to finalise the transaction thereby transferring Barbrook to LBR. Advancing LBR's plans to reopen Barbrook, site cleanup has commenced, health and safety protocols have been put in place, and detailed engineering and budgeting are underway.
Based on financial statements prepared as at 31 May 2026, which are unaudited, LBR had total assets of approximately US$12.1 million, total liabilities of approximately US$10.3 million, has not yet generated revenue and had a net loss of approximately US$0.15 million for the five months ended 31 May 2026.
Proposed Transaction
The Proposed Transaction is expected to be completed by way of share exchange and related debt restructuring arrangements. The principal commercial terms contemplated by the Heads of Terms include the following:
· Lions Bay would acquire Salamander's 35% direct shareholding in LBR in consideration for the issuance of 35,000,000 common shares of Lions Bay;
· Lions Bay would acquire Metals One's 30% direct shareholding in LBR in consideration for the issuance of 30,000,000 common shares of Lions Bay;
· Lions Bay would acquire Metals One's option to acquire a further 19.99% of LBR, and Metals One would cancel or extinguish the related US$5 million portion of debt associated with such option (as announced 1 April 2026), in consideration for the issuance of 40,000,000 common shares of Lions Bay; and
· Lions Bay would issue 2,000,000 common shares to Metals One in respect of financing fees and legal costs.
All consideration shares are expected to be issued at a deemed price of C$0.35 per Lions Bay common share.
In connection with the Proposed Transaction, Lions Bay also expects to transfer 16,926,802 common shares of Fidelity Minerals Corp. (TSX-V: FMN) ("Fidelity") currently held by Lions Bay to Metals One in partial repayment of the remaining Metals One debt.
Fidelity's main focus is the brownfield Las Huaquillas project in northern Peru, with an open gold resource flanked by two discovered potential copper porphyry systems. It has a near-term objective to confirm and expand the historic resource, targeting low-cost gold resource modelling and technical validation via existing underground workings. Fidelity announced in February 2026 it had launched a confirmation and exploration programme for the accelerated development of Las Huaquillas. Over the coming months Fidelity will seek to confirm previous underground sampling results and prepare for drilling with the intent to prepare a new NI 43-101 compliant mineral resource estimate. Following the above share transfer, in addition to Metals One's existing interest in Fidelity, Metals One will own 40.5% of Fidelity's shares.
Based on financial statements prepared as at 31 January 2026, which are unaudited, Fidelity had total assets of approximately C$7.6 million, total liabilities of approximately C$0.9 million, has not yet generated revenue and had a net loss of approximately C$0.9 million for the six months ended 31 January 2026.
The balance of the remaining debt, expected to be approximately US$2.3 million, would become a loan owed by LBR to Metals One on the same terms as the Metals One debt (as announced 23 December 2025 and 23 March 2026) except for security and convertibility.
The Heads of Terms also contemplate that all debt currently outstanding at the Lions Bay parent-company level will be restructured and moved to LBR prior to or at closing, such that Lions Bay will have no outstanding third-party debt obligations at the parent-company level immediately following completion of the Proposed Transaction.
TSX-V Requirements
Lions Bay expects that the Proposed Transaction will constitute a "reverse takeover" under the policies of the TSX Venture Exchange (the "TSX-V"). Completion of the Proposed Transaction will therefore be subject to all applicable TSX-V requirements, which may include, among other things, Lions Bay shareholder approval (including disinterested shareholder approval if required by the policies of the Exchange and/or applicable securities laws), escrow and resale restrictions, completion of a shareholder circular, technical reports or competent person's reports, and satisfaction of applicable initial listing requirements.
Trading in the common shares of Lions Bay on the TSX-V is expected to be halted in accordance with TSX-V policies and is expected to remain halted until all applicable requirements of the Exchange have been satisfied.
Completion of the Proposed Transaction is subject to a number of other conditions, including but not limited to, TSX-V acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required Lions Bay shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Pro Forma Capital Structure
Lions Bay currently has 39,271,171 common shares issued and outstanding, 2,010,000 options exercisable at $0.40 and 5,425,000 warrants exercisable at $0.20 outstanding.
Following completion of the Proposed Transaction, Lions Bay is expected to have approximately 146,300,000 common shares issued and outstanding, with the resulting ownership expected to be approximately as follows:
· Existing Lions Bay shareholders, excluding Metals One: approximately 31.8 million shares, representing approximately 21.7%;
· Metals One: approximately 79.5 million shares, representing approximately 54.3%; and
· Salamander: 35.0 million shares, representing approximately 23.9%.
Metals One currently owns 7,500,000 Lions Bay common shares and 3,750,000 warrants, which are included in the Metals One ownership figures shown above. To stay within the applicable stock exchange and regulatory limits, Metals One is expected to receive its new shares in stages so that it does not end up owning more than 50% of LBR or Lions Bay. As another way to address this, the parties have also discussed raising additional growth capital for Lions Bay at the same time as the Proposed Transaction.
Board and Management
Following completion of the Proposed Transaction, the Lions Bay board is expected to include two new representatives; one nominated by Metals One and one nominated by Salamander. Subject to applicable Exchange requirements, Mr. Graham Briggs is expected to replace Mr. John Byrne, who is expected to retire from Lions Bay's board upon completion of the Proposed Transaction. Salamander has historically provided, and is expected to continue to provide, management services to Lions Bay following completion of the Proposed Transaction. An incentive arrangement in respect of such services is expected to be negotiated between Salamander and the Lions Bay board following completion of the Proposed Transaction, subject to compliance with applicable TSX-V requirements and any required shareholder or regulatory approvals. No terms of any such arrangement have been agreed as of the date of this news release.
Conditions to Completion
Completion of the Proposed Transaction remains subject to a number of conditions, including, without limitation:
· execution of definitive transaction documentation;
· receipt of all required shareholder approvals including shareholders of Metals One;
· receipt of all required Exchange, regulatory and third-party approvals;
· granting of the required Section 11 approval under the South African Mineral and Petroleum Resources Development Act in respect of the transfer of the mining rights of the Barbrook Gold Mine to LBR (see announcement of 17 April 2026);
· completion and filing of all required technical reports, competent person's reports, shareholder circulars and other disclosure documents; and
· satisfaction of all other conditions customary for a transaction of this nature.
There can be no assurance that the Proposed Transaction will be completed on the terms contemplated by the Heads of Terms, or at all.
Metals One expects to put the Proposed Transaction to its shareholders following finalisation of the terms and the transaction documentation, including a competent person's report, and therefore will notify the publication of the Circular convening the Notice of General Meeting in due course.
Daniel Maling, Managing Director of Metals One, commented:
"After our initial investment in Lions Bay Capital in August 2025, we are very pleased to see the long-term plan coming into fruition. It has been 10 months of collaborative work in developing and executing the South African integrated gold business strategy to culminate in this transaction. Through the Proposed Transaction, Metals One's equity would be firmly set in a listed vehicle that has a defined strategy and clear structure. We look forward to further supporting Lions Bay and are excited by the upside potential of the project and investment."
Enquiries:
Metals One Plc
Daniel Maling, Managing Director
Craig Moulton, Chairman
+44 (0)20 7981 2576
Beaumont Cornish Limited (Nominated Adviser)
James Biddle / Roland Cornish
+44 (0)20 7628 3396
Oak Securities (Joint Broker)
Jerry Keen / Calvin Man
+44 (0)20 3973 3678
Capital Plus Partners Limited (Joint Broker)
Jonathan Critchley
+44 (0)207 432 0501
Vigo Consulting (UK Investor Relations)
Ben Simons / Fiona Hetherington
IR.MetalsOne@vigoconsulting.com +44 (0)20 7390 0230
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').
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 graphite/copper 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's Core Portfolio
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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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