Metals One has signed a binding term sheet for the proposed full acquisition of Lions Bay Resources (LBR), aiming to expand its focus on gold and power operations in South Africa.
The transaction involves purchasing the remaining 50.01% interest in LBR that Metals One does not already own from Lions Bay Capital (LBI) and Salamander Consulting.
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The parties intend to complete the deal through share-for-share transactions, with LBR set to become a wholly owned subsidiary if both agreements proceed.
This deal replaces a previously announced structure from 30 June 2026, under which LBI was set to acquire 100% of LBR.
Metals One said the revised approach is intended to consolidate South African gold and power assets within the group and facilitate access to capital markets to support a new business centred on the Barbrook Gold Mine and other strategic assets.
As part of the proposed transactions, Metals One plans to exercise its option to increase its stake in LBR from 30% to 49.99% by converting $5m (£3.73m) of outstanding debt into new LBR shares.
The company would then acquire LBI and Salamander’s remaining interests for a combined consideration of £6.5m, to be satisfied by the issue of 500 million new Metals One shares and 125 million warrants exercisable at 3p per share over three years.
Metals One managing director Daniel Maling said: “Subject to the outcome of the hearing announced on 12 October, this acquisition brings the Lions Bay South African gold and power business wholly and directly into Metals One.
“This positions our company at the forefront of a South African gold mining opportunity, with a first-class operating team and the former CEO of South Africa’s largest gold producer as our chair.”
The Barbrook Gold Mine in Mpumalanga Province, which LBR has proposed to acquire, forms a core element of the strategy.
According to the parties, the mine has an historical gold resource of 2.1 million ounces (moz) and associated processing infrastructure, with a production restart targeted within six months.
Completion of the proposed transactions is subject to several conditions including sale and purchase agreements, satisfactory financial and technical due diligence, regulatory and shareholder approvals, and successful completion of the Barbrook business rescue process.
The parties aim to finalise documentation and satisfy conditions within 90 days of signing the term sheet.
