Sydney, Australia - (Newsfile Corp. - July 27, 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. The Vantage Companies are in business rescue in South Africa, the legal process for restructuring financially distressed companies.

Both AIM listed Metals One Plc (Metals One) and TSX-V listed Lions Bay Capital Inc. (Lions Bay) made announcements on 30 June 2026 about a purported transaction by their controlled entities Lions Bay Resources Pty Ltd and Lions Bay Mining Pty Ltd (together LBR) involving Barbrook (Announcements) which Vantage Goldfields believes are misleading and fail to disclose material information. The Announcements referred to the dismissal of litigation, the purported implementation of LBR’s proposal to acquire Barbrook’s assets and a proposed reverse takeover involving Lions Bay acquiring LBR, which would make Metals One a major shareholder of Lions Bay.

Both Metals One and Lions Bay in their Announcements have conceded that “There can be no assurance that the Proposed Transaction will be completed as proposed or at all”.

Vantage Goldfields believes the Announcements are misleading and fail to disclose material information regarding the Vantage Companies and LBR proposal, including because:

- Ongoing litigation will prevent LBR from implementing or completing any acquisition of Barbrook assets.

- LBR has not concluded any transaction involving Barbrook and does not own or have title to any Barbrook assets or have any security over those assets.

- LBR has not obtained section 11 consent under the Mineral and Petroleum Resources Development Act (MPRDA) and does not satisfy the statutory requirements to obtain it.

- LBR, Metals One and Lions Bay lack funds to acquire Barbrook’s assets and reopen the mine, and their reverse takeover scheme will not succeed.

- Alternative funded offers of at least US$50 million are ready to be implemented, far superior to the unfunded LBR proposal.

These matters are being brought to the attention of Metals One’s nominated adviser, the AIM and TSX regulatory teams, and corporate regulators in England and Canada. Any potential funders, investors or parties contracting with LBR, Metals One or Lions Bay should carefully consider these matters as they could have a material adverse effect on them.

Key matters include:

Ongoing litigation will prevent LBR from completing any acquisition of Barbrook assets.

Metals One falsely claimed on 30 June that there was no outstanding litigation regarding Barbrook. This is not true. The only matter decided was a procedural issue. The application to set aside the purported plan and LBR’s proposal had been recommenced, and the court has granted orders so the litigation will proceed.

Other key proceedings involving Barbrook and LBR were never dismissed, including an application to remove Mr Devereux as business rescue practitioner due to unlawful acts and failure to act in the best interests of creditors; and recognition of a second business rescue practitioner appointed by Vantage Goldfields as confirmed by the CIPC.

The set aside application is based on failure to comply with Companies Act requirements, misrepresentations regarding LBR’s funding, and unlawful acts. Vantage Goldfields believes this application will be granted and the court will overturn the LBR transaction, as LBR does not own any Barbrook assets and is only an unsecured creditor.

Metals One previously accepted that any adverse outcome could materially affect LBR’s financial performance. This would also affect Metals One and Lions Bay, given LBR represents the vast majority of their assets.

LBR has not concluded any transaction involving Barbrook and does not own any Barbrook assets.

LBR’s acquisition is conditional upon section 11 consent, which has not been obtained and may never be obtained.

The Companies Act prohibits disposing of assets without secured creditors’ consent. Barbrook’s largest secured creditors have informed Vantage Goldfields they will not consent to any disposal to LBR or grant of security. The processing plant, surface gold and tailings are jointly owned by MIMCO, which has not agreed to transfer assets to LBR.

Accordingly, LBR does not own any Barbrook assets. Due to lack of funding, LBR has only paid some employees and creditors, largely affiliated with LBR including shareholder Salamander Pty Ltd (Salamander). LBR is only an unsecured creditor ranking behind secured creditors. Any parties contracting with LBR regarding Barbrook would be at risk.

Metals One claims LBR has assets of US$12.1 million (liabilities US$10.3 million), but fails to disclose those are merely unsecured creditor claims, not Barbrook assets. This presents significant risks for Metals One and Lions Bay.

LBR has not obtained section 11 consent and cannot satisfy statutory requirements to obtain it.

LBR’s acquisition is conditional upon section 11 consent, which has not been obtained. As LBR cannot satisfy the statutory requirements, it may never be obtained.

Section 11 consent cannot be granted unless LBR can meet all statutory requirements under the MPRDA, including proving it has the financial resources to reopen and optimally operate the Barbrook mines, technical ability to conduct operations, and capability of complying with all MPRDA obligations. LBR fails to satisfy these requirements.

LBR has repeatedly failed to provide verifiable proof that it has all funds required to fully pay all creditors, requiring at least an additional US$7 million, or the further US$30 million required to reopen and operate the Barbrook mine. Nor can Metals One or Lions Bay provide such funding, and both have conceded in previous announcements that they do not have and have not secured such funding, having received only a non-binding indicative proposal for some funding.

LBR, Metals One and Lions Bay have never opened or operated a mine and lack the experience to do so. LBR is managed by shareholder Salamander, which has a track record of failure regarding the Barbrook mine. Salamander entered into a joint venture in 2018 for processing Barbrook tailings but failed to perform its contractual obligations, causing the failure of the original business rescue plans for the Vantage Companies which relied on cashflow from those tailings. Given Salamander’s track record and that it manages LBR, there is no credibility in any claim by LBR that it can reopen and operate the Barbrook mine. Therefore, LBR does not have the expertise or technical ability to meet MPRDA requirements, so the statutory requirements for section 11 consent would not be satisfied.

Furthermore, Vantage Goldfields has had discussions with the Department of Mineral and Petroleum Resources (DMPR) which confirmed that they want both the Barbrook and Lily mines reopened and operating, recognising the mines are operationally, functionally and legally interdependent, so they will not grant section 11 consent for Barbrook alone.

LBR, Metals One and Lions Bay lack the funds to acquire Barbrook’s assets and reopen the mine, and are attempting a convoluted, highly conditional reverse takeover scheme to raise funds, which will not succeed.

Metals One and Lions Bay have used almost all their cash resources to fund LBR. Metals One’s Announcement referred to LBR being provided with R161 million (about US$10 million) and LBR having paid R151 million to employees and creditors, leaving LBR with no more than R10 million (less than US$600,000). This is significantly less than required to pay all Barbrook creditors (at least US$7 million) or the additional US$30 million required to reopen and operate the mine, so at least a further US$37 million is required.

Both Metals One and Lions Bay have conceded in previous announcements they do not have and have not secured the required funds.

So LBR, Metals One and Lions Bay have run out of funds and have not been able to secure all necessary funding to even pay all creditors, let alone reopen and operate the mine.

Consequently, they have concocted a convoluted, highly conditional reverse takeover scheme in a desperate attempt to raise funds, which is destined to fail, including because:

- a key condition is obtaining section 11 consent, which cannot be obtained for the reasons set out above;

- there are significant further conditions including approval of TSX, AIM, preparation and registration of a prospectus/registration statement and admission document, and approval by SEC, shareholders and other third parties. These approvals will be impossible to obtain while there is ongoing litigation and LBR does not own any Barbrook assets and cannot provide any security over them; nor would it be possible to raise funds in those circumstances.

- such a convoluted scheme would take at least a year to implement but will never succeed.

There are alternative credible, viable and funded offers to provide at least US$50 million to pay creditors of all three Vantage Companies, resulting in the rescue of those companies and reopening of both mines, far superior to the unfunded LBR proposal, and ready to be implemented.

The joint business rescue practitioners and Vantage Goldfields have received several alternative credible, viable and funded proposals that would result in the rescue of all three Vantage Companies and the reopening of both mines, including proposals from offerors with real mining operations experience for at least US$65 million and US$85 million, both providing at least an initial US$50 million for payments to creditors and reopening of the mines, supported by institutional funders. These offers are ready to be implemented when the court sets aside the purported Barbrook plan and LBR proposal.

All these offers are far superior to the unfunded LBR proposal which Mr Devereux is pursuing, but he has refused to engage with those offerors. This reflects Mr Devereux’s conflict of interest and failure to act in creditors’ best interests, which seems based on the fact he will be paid R40 million (about US$2.5 million) if he pushes through the LBR proposal.

Vantage Goldfields intends to ensure all viable proposals are properly considered for the business rescue of the Vantage Companies and that the process is implemented properly in accordance with South African law. Vantage Goldfields remains committed to reopening the Lily and Barbrook mines for the benefit of all creditors, former employees and other stakeholders.

Stephen Turner

Chairman, Vantage Goldfields

st@stephenturner.com.au

This press release contains forward-looking statements, including statements about future operations, plans, objectives, expectations, estimates, forecasts, or projections. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results to differ materially from those expressed or implied.

Vantage Goldfields believes the forward-looking statements in this release are based on reasonable grounds; however, events or circumstances may cause actual results to differ.

These risks may include changes in market conditions, economic factors, industry developments, operational challenges, regulatory changes, and other factors.

Forward-looking statements speak only as of the date of this release, and except as required by law, the company undertakes no obligation to update them to reflect new information, future events, or changed circumstances.

Source: Vantage Goldfields Limited

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