Lions Bay Announces Closing of Second and Final Tranche of Non-Brokered Private Placement

Executive Summary

• Lions Bay Capital Inc. closed the second tranche of its non‑brokered private placement, issuing 3,975,000 units at $0.10 per unit for gross proceeds of $397,500.
• Combined with the first tranche, total units issued to date equal 10,850,000 for aggregate gross proceeds of $1,085,000.
• Strategic partner Metals One Plc purchased 7,500,000 units (19.10% non‑diluted, 26.15% partially diluted ownership) and now holds 7,500,000 common shares plus 3,750,000 warrants.

Key Details

• Units Issued – Second Tranche: 3,975,000 units @ $0.10 per unit → $397,500 gross proceeds.
• Unit Composition: Each unit = 1 common share + ½ warrant (full warrant exercisable at $0.20, expires 7 Nov 2027).
• Total Private Placement to Date: 10,850,000 units issued; $1,085,000 total gross proceeds.
• Strategic Partner Investment: Metals One Plc bought 7,500,000 units for $750,000 (both tranches combined).
• Ownership Impact:
• 19.10% of outstanding common shares on a non‑diluted basis.
• 26.15% on a partially diluted basis assuming full exercise of 3,750,000 warrants.
• Use of Proceeds: Net proceeds earmarked for:
• Due‑diligence on the cogeneration power plant.
• Debt reduction.
• General working capital.
• Fees & Commissions: No commissions or finder’s fees payable in connection with the placement.
• Statutory Hold Period: All securities subject to hold period expiring 8 Mar 2026.
• Closing Conditions: Closing pending final approval of the TSX Venture Exchange.
• Future Flexibility for Metals One: May acquire or dispose of additional securities in the future, subject to market conditions and strategic considerations.

Notable Quotes

(No direct quotes were included in the release.)