PROJECTS AND EXPLORATION •
• In respect of tranche 2, LBR and Lions Bay have entered into legally binding transaction documents in respect of the plant pursuant to which LBR will acquire a 100 % legal and beneficial interest in the plant
• First ranking security, in agreed form, has been granted to Metals One
• The warranties and representations remain true and accurate in all respects
• LBR and Lions Bay have complied with all their obligations under the agreement
• LBR, having obtained shareholder and board approval, to the extent required, to issue the CLNs and to allot shares on a conversion
• No event of default has occurred and is continuing
It is expected that tranches 1 and 2 will be for USD175 000 and USD1.625-million, respectively. Any further tranches are to be made available at Metals One ' s discretion and Metals One is to have the ability to require LBR to draw down amounts.
In consideration for Metals One ' s subscription, LBR has agreed to issue Metals One such number of new shares on the date of the convertible loan note instrument as is equal to 5 % of the issued share capital of LBR on a fully diluted and enlarged basis(" Introduction Shares ").
The CLNs are to be redeemable for cash on an event of default or at the option of Metals One on the first anniversary of the grant of the respective CLNs( the " Maturity Date "). Metals One is to have the option to convert the CLNs into the most favourable class of shares in the capital of LBR in certain circumstances, including( but not limited to) on LBR acquiring the plant and on the relevant Maturity Date.
Assuming that Metals One advances the full USD1.8-million to LBR, upon conversion of the CLNs, the company ' s shareholding in LBR is to be at least 30 % of the issued share capital of LBR on a fully diluted and enlarged basis. Until conversion or redemption, the CLN attracts a 10 % coupon that compounds annually, which is to be rolled up and become payable in cash on the relevant maturity date or convertible into LBR shares, at the election of Metals One. The CLNs are to be secured, among other things, by first-ranking security over the assets of LBR.
Dan Maling, managing director of Metals One, said, " South Africa is historically the world ' s largest gold producer and we believe it has the perfect ingredients of abundant resources, infrastructure and mining expertise to become a leader once again. With the acquisition of the gold roaster and associated infrastructure, alongside the experienced mining team at Salamander, LBR has the foundations to be a significant, vertically integrated South African gold company.”
“ Metals One remains well financed with over EUR9-million in cash and liquid investments. Our network and ready access to capital enable us to facilitate downstream acquisitions such as this. We look forward to providing further updates on the growth opportunities with Lions Bay Resources in the coming months,” he concluded. •
Source: supplied by Metals One
A large chrome smelter operation adjacent to the plant, requiring power and steam, has been engaged and discussions around a mutually beneficial offtake agreement are underway.
www. africanmining. co. za African Mining Publication African Mining African Mining • March 2026 • 15