Update re Lions Bay Resources Offer for Vantage

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: [phone]

Email: [e-mail]

Ryan Batros

Managing Director

Tel: [phone]

Email: [e-mail]

For more information, please visit the corporate website at 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). 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 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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