Lions Bay Announces Execution of Binding Term Sheet for CAD $4.0 Million Promissory Note

Executive Summary

• Lions Bay Capital Inc. has signed a binding term sheet for a CAD $4.0 million senior secured promissory note with insider Metals One Plc.
• The loan carries 20% annual interest, matures in 12 months, and will be used for investment and working‑capital purposes, including advancing gold projects in South Africa and Peru.
• Security is provided by first‑ranking liens over Lions Bay’s holdings in Fidelity Minerals Corp., Lions Bay Resources Pty Ltd., and a USD $2.2 million receivable from GNT Mining.

Key Details

• Loan Amount: CAD $4.0 million (principal).
• Interest Rate: 20% per annum, payable in arrears.
• Maturity / Repayment: Full principal and accrued interest due after 12 months; pre‑payment permitted at any time without penalty.
• Use of Proceeds: Investment in existing assets and general working capital.
• Security Package:
• First‑ranking security over 16,901,506 common shares of Fidelity Minerals Corp.
• First‑ranking security over 499 ordinary shares of Lions Bay Resources Pty Ltd. (LBR).
• Loan accounts to LBR.
• USD $2.2 million loan receivable from GNT Mining (majority shareholder in Bosveld Mines, operator of the Klipwal gold mine in KwaZulu‑Natal, South Africa).
• Conditions Precedent / Subsequent:
• Execution and delivery of first‑ranking security in agreed form.
• Representations and warranties under the Loan Agreement remain true.
• Obtaining required shareholder, board, and TSX Venture Exchange approvals.
• Execution of the definitive Loan Agreement by both parties.
• Related‑Party Nature: Metals One is an insider; transaction qualifies as a “related party transaction” under MI 61‑101.

Notable Quotes

• John Byrne, Executive Chairman, Lions Bay Capital:

  “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.”

• Daniel Maling, Managing Director, Metals One:

  “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.”