Loan to Support Lions Bay Capital Opportunities

Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals exploration and development company, is pleased to announce it has signed a binding term sheet to lend an additional C$4.0 million to Lions Bay Capital Inc. ("Lions Bay Capital") (TSX-V: LBI) by way of promissory note ("Loan") bearing interest at a rate of 20% per annum. Metals One originally invested C$750,000 in equity in Lions Bay Capital on 29 August 2025 for a 19.1% shareholding. Since then, on 27 November 2025, Metals One announced an investment of up to US$1.8 million through a convertible loan note in Lions Bay Capital's South African joint venture, Lions Bay Resources ("LBR"), as further detailed below.

Lions Bay Capital is a Toronto-listed mining finance and investment company focused on unlocking the potential of resource assets with a strategic emphasis on gold. Led by a team with a track record of value creation, Lions Bay Capital is guided by Executive Chairman John Byrne, the architect and former Executive Chairman of Western Canadian Coal, which had an initial market capitalisation of C$50 million when he started, and was sold for over C$3 billion in 2010.

Through its leadership team, Lions Bay Capital has secured several exceptional near-term investment opportunities including, inter alia:

• An option over a cogeneration plant in South Africa (through LBR) to produce power and steam while roasting refractory gold concentrates:
• and the accelerated development of a large-scale brownfield gold-copper project in Peru (through its investee company Fidelity Minerals Corp. (TSX-V: FMN) in which Metals One also has a 12.47% shareholding).

The Metals One Loan is designed to enable Lions Bay Capital to advance these and other opportunities.

Key Terms of the Loan

The Loan is to be advanced by Metals One to Lions Bay on the following terms:

• C$4.0m to be advanced
• Proceeds to be applied to investment and working capital purposes
• 20% interest per annum, payable in arrears
• Full repayment of principal and interest required after a period of 12 months
• Loan prepayment by Lions Bay is permitted in part or in full at any time without penalty
• Loan agreement, to follow, will contain terms and conditions customary for a transaction of this size and nature including market standard warranties, representations and undertakings from Lions Bay to the Metals One, market standard events of default and material adverse change provisions ("Loan Agreement")

The Loan will be secured by first ranking security in favour of Metals One in respect of Lions Bay's holdings below.

• 16,901,506 common shares in Fidelity Minerals Corp.
• 499 ordinary shares in LBR
• Loan accounts to LBR
• US$2.2 million debt owed from GNT Mining (private mining investment company and majority shareholder in Bosveld Mines, which operates the Klipwal gold mine in KwaZulu-Natal, South Africa)

The conditions precedent and/or subsequent for the drawdown of the Loan are as below.

• First ranking security, in agreed form, having been granted to Metals One
• Warranties and representations set out in the Loan Agreement remain true and accurate in all respects
• Lions Bay Capital having obtained shareholder, board and stock exchange approval, as required
• The parties having entered into the Loan Agreement, in agreed form

Lions Bay Capital was established in April 2010. For the 3 months ended 31 August 2025, Lions Bay Capital reported no revenue, a loss of C$85,883 and net assets of C$1,517,967.

Daniel Maling, Managing Director of Metals One, commented:

"Lions Bay Capital has access under its umbrella to two of the most compelling precious and critical minerals opportunities we have seen for a long time. Through advancing the Loan, Metals One, can enable Lions Bay Capital to unlock these opportunities without delay and create significant value for its shareholders including Metals One.

At the same time, Metals One remains well financed with over £10 million in cash and liquid investments. Our network and access to capital enables us to facilitate opportunities such as this. We look forward to providing further updates on the growth opportunities with Lions Bay Capital in the coming months."

John Byrne, Executive Chairman of Lions Bay Capital, commented:

"The Metals One Loan enables Lions Bay Capital to move swiftly to bring opportunities to fruition. Our immediate objectives include positioning Lions Bay Resources to become a vertically integrated South African gold company and supporting Fidelity Minerals Corp. to confirm and expand a significant historic gold resource in Peru. With its investments in Lions Bay Capital and our portfolio companies, Metals One is front and centre of these opportunities."

Map of Metals One projects/investments

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