Sydney, Australia--(Newsfile Corp. - August 25, 2026) - Vantage Goldfields Limited (Vantage Goldfields) owns Vantage Goldfields Pty Ltd, Barbrook Mines Pty Ltd (Barbrook) and Makonjwaan Imperial Mining Company (Pty) Ltd (MIMCO) (collectively the Vantage Companies), which own the Barbrook and Lily mines in South Africa.

Lions Bay Resources Pty Ltd and Lions Bay Mining Pty Ltd (together LBR), controlled by AIM listed Metals One Plc (Metals One) and TSX-V listed Lions Bay Capital Inc. (Lions Bay), attempted to acquire the mining assets of Barbrook. The acquisition of any assets of Barbrook was entirely conditional upon LBR obtaining section 11 consent under the Mineral and Petroleum Resources Development Act (MPRDA). This was critical to LBR, Metals One and Lions Bay being able to implement any acquisition of Barbrook assets and their complicated, highly conditional reverse takeover scheme (Proposed Transaction).

Both Metals One and Lions Bay previously announced that "There can be no assurance that the Proposed Transaction will be completed as proposed or at all."

It is now clear that the Proposed Transaction has failed and cannot be completed at all.

On 18 August 2026, the South African Department of Mineral and Petroleum Resources (DMPR) provided written confirmation to Vantage Goldfields and LBR, that means LBR cannot obtain section 11 consent, so that the Proposed Transaction has failed.

The DMPR confirmation was based on submissions made by Vantage Goldfields and other parties that the application by LBR for section 11 consent should be rejected as:

LBR was unable to satisfy the necessary statutory criteria for such consent, including because LBR did not have all the funds required to complete the acquisition of the Barbrook assets and reopen and operate the Barbrook mine, and did not have the technical ability to conduct operations, nor the capability of complying with all MPRDA obligations; and

Both the Barbrook and Lily mines owned by the Vantage Companies are operationally, functionally and legally interdependent, so they need to be reopened and operating together, so that section 11 consent could not be granted for Barbrook alone.

Metals One should have been aware of these facts but its announcement on 21 August (Announcement) failed to disclose these critical facts and made numerous misleading statements.

The key facts are:

LBR has not obtained section 11 consent under the MPRDA, does not satisfy the statutory requirements to obtain such consent, and the DMPR confirmation means the LBR cannot obtain section 11 consent, so that the Proposed Transaction has failed.

Ongoing litigation to remove the current business rescue practitioner and set aside and invalidate LBR's proposal for Barbrook prevents LBR from implementing or completing any acquisition of Barbrook's assets.

LBR has not concluded or substantially implemented any transaction involving Barbrook, does not own or have title to any Barbrook assets or any security over those assets. LBR does not own, and cannot produce, any gold concentrate from Barbrook that can be sold under any offtake agreement.

LBR, Metals One and Lions Bay do not have the US$37 million in funds required to acquire Barbrook's assets and reopen the mine and have no binding funding agreement for such funds.

Metals One and Lions Bay used almost all their cash resources to fund LBR, have run out of funds and are likely insolvent.

Alternative offerors who have provided viable funded offers of at least US$50 million, which are ready to be implemented and are far superior to the unfunded LBR proposal, have made submissions in relation to their offers to the DMPR.

The DMPR confirmation means the LBR cannot obtain section 11 consent, so that the Proposed Transaction has failed.

In its confirmation, the DMPR accepted that the section 11 application depends on the ongoing litigation and that it will not grant section 11 consent in those circumstances. In particular, the DMPR confirmed the sect

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