Option for 49.9% of LBR & £1.5M Subscription

Metals One PLC

01 April 2026

 

1 April 2026

Metals One Plc

("Metals One" or the "Company")

Option to Increase Ownership in Lions Bay Resources to 49.9%

&

Subscription to Raise £1.5 Million at 2.0p per Share

Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals project developer and investor, is pleased to provide an update on its investments in Lions Bay Resources PTY Ltd ("LBR") (Metals One: 30%) and Lions Bay Capital Inc. ("LBI") (TSX-V: LBI) (Metals One: 19.1%), and to announce an equity subscription by investors to advance the Company's mining development strategy.

Highlights

·    Metals One has agreed an Option to acquire an additional 19.9% of LBR through the conversion of US$5.0 million of the existing loan Facility

·    Metals One's proforma holding of LBR post-exercise of the Option will be 49.9%

·    Metals One has raised £1.5 million to advance its gold focused mining development strategy

Option agreement to acquire an additional 19.9% of Lions Bay Resources for the conversion of US$5 million of loans

Further to the announcement by the Company on 23 March 2026, Metals One's C$10.0 million secured loan facility (the "Facility") to LBI has been amended to include an option agreement such that US$5.0 million (approximately C$7.0 million) of the Facility balance will convert into a further 19.9% of LBR equity at the Company's election and shareholder approval (the "Option"). Upon exercise of the Option, the outstanding C$3.0 million will remain under the current terms of the Facility.

LBR is a South African private company formed last year to create a vertically integrated South African gold business. At the date of agreeing the Option, LBR owns a cogeneration plant located in the Karbochem Industrial Park, Newcastle, South Africa with a replacement value of US$39.6 million and has agreed terms with the Business Rescue Practitioner ("BRP") to acquire the Vantage Goldfields assets in South Africa (the "Vantage Assets") subject to creditor approval on 9 April 2026.

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 gold¹, a central metallurgical complex and extensive underground development.

As previously announced, Metals One has entered into a revised 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.

Metals One will remain the senior secured creditor to LBR via the unconverted balance of the loan Facility with LBI, ahead of concluding financing discussions with interested financing parties to facilitate the conditional acquisition of the Vantage Assets. It is anticipated that Metals One will call a shareholder meeting to approve the Option exercise following the 9 April 2026 creditor meeting to vote on the rescue plan proposed by LBR and the BRP.

£1.5 million direct subscription to advance the Company's gold mining development strategy

Metals One has successfully raised gross proceeds of £1.5 million through a direct subscription for new Ordinary shares by institutional investors (the "Subscription").

The Subscription comprises the issue of 75,000,000 new Ordinary shares of £0.01 each ("Subscription Shares") at a price of £0.02 per share, representing a premium of 8.16% to the closing price on 31 March 2026.

The Subscription proceeds will primarily be applied towards facilitating the Company's ongoing gold focused business development strategy.

Application has been made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM (the "Admission"). Admission is expected to occur at 8.00 a.m. on or around 9 April 2026.

Following Admission, the Company's total issued share capital will consist of 1,234,946,460 Ordinary shares with voting rights attached. The Company does not hold any Ordinary shares in treasury. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Daniel Maling, Managing Director of Metals One, commented:

"Our vision for Lions Bay Resources is taking shape. Having secured the cogeneration plant in Newcastle and an initial 30% stake, we are now focused on closing the Vantage transaction and exercising our Option to go to 49.9% of LBR.

The LBR operating and legal teams in South Africa have worked tirelessly to progress the Vantage Assets deal and we will continue to work alongside them and our partner LBI to secure these and other mining assets complementary to the portfolio.

We are very pleased to have attracted the institutional investor support, transacting at a premium to the recent share price, and providing additional funding to continue with our gold focused mine development and acquisition strategy."

Notes

¹Historical 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 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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