Metals One PLC
21 August 2026
21 August 2026
Metals One Plc
("Metals One" or the "Company")
Updates re Lions Bay & Barbrook Gold Project, South Africa
Financing and Transaction Progress Update
Phase 1 mine plan - finalised, targeting first gold within 6 months
Offtake agreement signed for 100% of gold concentrate for first three years of production
Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals project developer and investor with a focus on gold and uranium, provides updates on the Business Rescue Plan for the Barbrook Gold Mine ("Barbrook") in Mpumalanga Province, South Africa, approved on 16 April 2026 (the "Plan"), progress at Barbrook, and the proposed transaction announced on 30 June 2026 (the "Proposed Transaction"), pursuant to which Lions Bay Capital Inc. ("Lions Bay") (TSX-V: LBI) (Metals One: 19.1%) would acquire 100% of Lions Bay Resources Proprietary Limited ("LBR") (Metals One: 30% with an option to acquire a further 19.99%).
Key Points:
· Business Rescue Plan substantially implemented - with the acquisition agreement concluded, and the Section 11 application for transfer of the mining rights submitted
· Financing concluding - legal documentation underway
· Lions Bay re-admission to TSX-V documentation progressing - shareholder circulars for both Lions Bay and Metals One ("Circulars") expected to be finalised in tandem with the progression of the Proposed Transaction
· Barbrook Competent Persons Report ("CPR") underway - Minxcon (Pty) Limited ("Minxcon") appointed, with the final report expected in October 2026
· Barbrook phase 1 mine plan finalised - a phased restart targeting first gold concentrate within six months using the plant and infrastructure already in place
· Offtake contract signed with reputable global trader - covering 100% of gold concentrate across an initial three-year term from August 2026
· Reported legal action - there remain ongoing legal challenges by vested interest parties pertaining to the Business Rescue Practitioner in an attempt to prevent the financial close of the Plan. Metals One notes that all previous court challenges have been defeated with costs but there still remains some - albeit small - risk to closing the Plan which LBR continues to mitigate where possible
Background
As announced on 17 April 2026, LBR's Plan was approved on 16 April 2026. The Plan has now been substantially implemented with the acquisition agreement concluded, and the Section 11 application for transfer of the mining rights submitted to the South African Department of Mineral and Petroleum Resources.
Barbrook is located in the Barberton Greenstone Belt, and holds a mining authorisation over 2,286 hectares, and comprises an approximate 2.1 million ounce historical underground gold resource* together with substantial surface oxidised and refractory material, an existing processing plant, tailings facilities and supporting infrastructure.
LBR has established a presence on site and is currently undertaking plant cleanup. Multiple additional processes are underway such as the application for a water user licence and engineering for the re-establishment of the tailings storage facility at Barbrook. Site security has been paid by LBR since September 2025 to ensure protection of all assets.
Financing and Transaction Progress
Legal processes are underway with requirements from selected parties advancing as planned including the:
· Detailed mine planning, economic studies and CPR report for the Barbrook Mine;
· Final sign-off that the Business Rescue Practitioner is satisfied that all conditions of this business rescue process have been met; and
· The Section 11, transferring the mining rights to LBR, submission had been made
With these advancements, LBR expects the requisite funding conditions to be closed before both the granting of s.11 approval by the Department of Mineral Resources and Energy of South Africa, and the finalisation of all litigation.
Work continues on the readmission document required in connection with the Proposed Transaction, which is expected to constitute a reverse takeover under TSX Venture Exchange policies. Trading in Lions Bay common shares is expected to remain halted until all applicable Exchange requirements have been satisfied. Circulars are on track to be published when necessary, and Metals One will notify publication of its document and notice of general meeting in due course.
Completion remains subject to the conditions set out in the announcement of 30 June 2026 and below, including execution of definitive documentation, receipt of all required shareholder, funding, Exchange, regulatory and third-party approvals, and the granting of Section 11 approval. There can be no assurance that the Proposed Transaction will be completed on the terms contemplated, or at all.
Competent Person's Report
Completion of the Proposed Transaction is conditional upon, among other things, completion and filing of all required technical and competent person's reports. Minxcon has been appointed to prepare the CPR to NI 43-101 standard. The final CPR is to be delivered by October 2026, for inclusion in the Circulars. The CPR will focus only on the Phase 2 resources with an updated resource statement including additional orebodies to follow in due course.
The Mine Plan
Lions Bay Mining Proprietary Limited ("LBM"), a wholly owned subsidiary of LBR, has adopted a three-phase development mine plan:
· Phase 1 - recommissioning the plant to process tailings and surface oxide resources for gold concentrate production within six months
· Phase 2 - recommissioning the plant and underground infrastructure for concentrate production within twelve to eighteen months
· Phase 3 - completing a feasibility study for other underground mines
Barbrook hosts several surface oxidised resources, comprising historical tailings facilities and shallow open pit orebodies, together with further treatable material on the main tailings storage facility. Phase 1 is designed to treat this material through the existing plant at the Central Metallurgical Complex, using one stream of the milling and carbon-in-pulp circuit already installed at site. Site clean-up has commenced and the scope of works required to bring the circuit into operation is being finalised.
Flotation at Barbrook has always been highly effective, and LBM's process route captures sulphides and preg-robbing organic carbon in a flotation circuit ahead of cyanidation of the residue oxides, with the resulting concentrate to be sold rather than processed further.
Tonnages, grades, recoveries and the associated production and financial forecasts are the subject of the CPR being prepared by Minxcon and will be set out in the Circulars in due course. Investors should not place undue reliance on historical or internal estimates in the meantime.
LBR recently engaged Bara Consulting (Pty) Ltd to complete an update of the conceptual open pit mining study of the Crown oxide orebody. The orebody was historically mined from underground but limited open pit mining of the oxide ore was carried out. The report has been completed based on more current input parameters including gold price, operating cost estimates, and inclusion of all material types including oxide, transition and fresh ore. It includes pit optimisation and a high-level schedule for the Crown Mine, the result of which confirms it to be one of several identified open pit mining opportunities within the Barbrook mining complex.
Offtake Agreement
On 25 July 2026, LBM and a reputable global trading company concluded a contract covering 100% of Barbrook's gold concentrate production for an initial three-year term for Phase 2 production. The agreement further demonstrates the validity of LBR's mining plan and mitigates against any metallurgical and recovery risk.
Legal Action
In May 2026 the High Court of South Africa disposed of an urgent application by Goldstream (Pty) Ltd (creditors of Barbrook) to remove the business rescue practitioner and set aside the Lions Bay Plan. In July 2026 Goldstream (Pty) Ltd brought a new application in the High Court to remove the same practitioner (which matter is to be heard on 3 September 2026) and a further application to set aside the Plan (which application is to be heard on the 12 October 2026).
Whilst such actions remain a distraction ; LBR remains confident in its legal position having now substantially implemented the Plan for the benefit of the community and past and future mine workers with a view to re-establishing full mining operations later this year.
Daniel Maling, Managing Director of Metals One, commented:
"The finalisation of the Phase 1 mine plan, together with the offtake agreement, marks the point at which we see Barbrook moving from a transaction into a viable operation. We have full confidence in LBR's ability to overcome the frustrating attempts to delay to the business rescue process through legal action. LBR is targeting first gold within six months from a plant and a surface resource that are already in place, with the offtake agreement demonstrating that initial concentrate production is immediately saleable to a credible party. With Minxcon now appointed for the CPR and shareholder circulars being drafted, we look forward to completing the transaction and the LBR team bringing this asset back into production for the benefit of all stakeholders."
*Note
Historical resource based on a Competent Persons' Report ("Report") dated 1 January 2015, prepared by Minxcon (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 |
+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 |
+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 core projects/investments
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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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