Implementation of South Africa Gold Strategy

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 (1,500m³ 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 Daniel Maling, Managing Director Craig Moulton, Chairman	[e-mail] [phone]
Beaumont Cornish Limited (Nominated Adviser) James Biddle / Roland Cornish	[phone]
Oak Securities (Joint Broker) Jerry Keen / Calvin Man	[phone]
Capital Plus Partners Limited (Joint Broker) Jonathan Critchley	[phone]
Vigo Consulting (UK Investor Relations) Ben Simons / Fiona Hetherington	[e-mail] [phone]

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

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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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