Sydney, Australia--(Newsfile Corp. - November 10, 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 (Lions Bay Resources ) and Lions Bay Mining Pty Ltd (together LBR), owned by AIM listed Metals One Plc and TSX-V listed Lions Bay Capital Inc. (Lions Bay Capital) and Salamander (Pte) Ltd (Salamander), attempted to acquire the assets of Barbrook (Proposed Transaction) but the Proposed Transaction has failed because Lions Bay Resources has not and cannot obtain section 11 consent under the South African Mineral and Petroleum Resources Development Act (MPRDA). Despite this, Lions Bay Resources continue to make misleading and deceptive statements about the Proposed Transaction, including in its media release of 28 October 2026.

It is telling that the media release was made by Lions Bay Resources, and not by Metals One or Lions Bay Capital since they are listed companies subject to strict restrictions on misleading and deceptive statements.

Vantage Goldfields remain confident of the outcome of Court proceedings.

Lions Bay Resources claims there was overwhelming creditor support for the LBR proposal, whereas in fact this was essentially only supported by a party aligned with LBR, being Arqomanzi (Pte) Ltd (Arqomanzi), who stands to receive R200 million by supporting the proposal, after paying less than R20 million to acquire creditors' claims.

The recent Constitutional Court case specifically dealt with a party who was not a creditor at the commencement of the business rescue of a company and had acquired a pre commencement claim of another creditor and so was determined by the Court to be a post commencement finance creditor who was not entitled to vote. This is the exact circumstance of Arqomanzi, which only acquired a claim from another creditor after the commencement of the business rescue of Barbrook . On that basis, Arqomanzi had no entitlement to vote and the vote supporting the LBR proposal would be invalid so that LBR's proposal should be set aside.

Lions Bay Resources, Lions Bay Capital and Metals One do not have the funding required to acquire the Barbrook assets and reopen the mine.

Lions Bay Resources claims that it has provided proof of funding but this is false. The South African mining regulator, the Department of Mineral and Petroleum Resources (DMPR), has told Vantage Goldfields that Lions Bay Resources failed to provide it with verifiable proof that it has all the US$37 million in funds required to acquire Barbrook's assets and reopen the mine. This means that LBR cannot obtain the section 11 consent required to acquire Barbrook's assets so that the Proposed Transaction has failed.

Despite Lions Bay Resources' false claims regarding funding, the real facts are:

• LBR has run out of funds, after paying huge amounts to Arqomanzi and LBR's shareholder Salamander

• Metals One and Lions Bay Capital have themselves confirmed in stock exchange releases that they have no binding funding agreement for all the required funds, and based on their latest financial statements they clearly do not have the funds and are likely insolvent, including because:

  • - Metals One's June 30 accounts show that it only had about £112,000 in cash left, and it has no revenue and a cash burn of over £100,000 per month;

  • - Lions Bay Capital has been unable to file audited accounts, likely because of doubts about whether it is a going concern.

• Lions Bay Resources and Mr Devereux have never provided any evidence to the Court in the proceedings that LBR has all the required funding.

Therefore, it is clear that Lons Bay Resources, Metals One and Lions Bay Capital do not have all the US$37 million in funds required to acquire Barbrook's assets and reopen the mine, have not and cannot provide verifiable proof of such funding to DMPR, and therefore LBR cannot obtain section 11 consent and the Proposed Transaction has failed.

The key facts remain:

• LBR has not obtained section 11 consent under the MPRDA, does not satisfy the statutory requirements to obtain such consent, and has failed to meet the DMPR's requirements to provide verifiable proof of funding, so that LBR cannot obtain section 11 consent and the Proposed Transaction has failed.

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

• Vantage Goldfields is confident about the success of ongoing litigation, including to set aside and invalidate LBR's proposal for Barbrook and to remove Mr. Devereux as a business rescue practitioner of the Vantage Companies. This ongoing litigation prevents LBR and Metals One from implementing or completing any acquisition of Barbrook's assets and represents a significant risk for LBR, Metals One and Lions Bay Capital.

• LBR has not concluded or substantially implemented any transaction involving Barbrook, does not own or have title to any Barbrook assets or have any security over those assets, as has been admitted by LBR in Court proceedings. Any removal of Barbrook's assets from site is illegal and will be challenged.

• Alternative offerors have provided viable funded offers of at least US$50 million, sufficient to pay creditors, rescue all Vantage Companies and restart operations at both Barbrook and Lily Mines, which are ready to be implemented. These offers are far superior to the unfunded LBR proposal, and those offerors have made submissions in relation to their offers to the DMPR.

Given the LBR Proposed Transaction has failed, Vantage Goldfields intends to ensure such alternative viable proposals are properly considered and lawfully implemented to rescue the Vantage Companies. Vantage Goldfields remains committed to reopening the Lily and Barbrook Mines for the benefit of all creditors, former employees and other stakeholders.

This press release contains forward-looking statements, including statements about litigation, the business rescue process, future operations, plans, objectives, expectations, estimates, forecasts, or projections. These 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. These risks may include changes in market conditions, economic factors, industry developments, operational challenges, regulatory changes, and other factors.

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. The statements in this release reflect the opinions and beliefs of Vantage Goldfields based on information currently available to it.

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.Readers are cautioned not to place undue reliance on forward-looking statements.

Source: Vantage Goldfields Limited

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323460