Lions Bay Provides Corporate Update

Executive Summary

• Lions Bay Capital Inc. incorporated Lions Bay Resources (Pty) Ltd. (“LBR”) to hold a USD $1,390,000 purchase option on the KC Energy cogeneration power plant in KwaZulu‑Natal, South Africa; USD $65,000 of the option price has already been paid.
• LBR entered into an agreement with Metals One Plc for a convertible note facility of up to USD $1,800,000 and an immediate 5 % equity stake, which will reduce Lions Bay’s ownership in LBR from 49.9 % to 47.39 %.
• The convertible note is split into two tranches (USD $175,000 for working capital; up to USD $1,625,000 to fund exercise of the plant purchase option) with a 10 % annual interest rate, 12‑month repayment term, and conversion rights that could give Metals One 30 % of LBR on a fully diluted basis.

Key Details

• Corporate Structure:
• LBR is a South African company wholly owned by Lions Bay (49.9 %) and a management team led by Mr. Deon Robbertze (50.1 %).

• The CPR (Competent Persons Report) on the plant’s recommissioning is expected within the next month.

• Purchase Option:

• Exercise deadline: December 18, 2025.

• Total option price: USD $1,390,000; USD $65,000 already paid by Lions Bay.

• Convertible Note Agreement with Metals One Plc:

• Maximum principal amount: USD $1,800,000.
• Security: Secured over all assets of LBR.
• Interest rate: 10 % per annum.
• Maturity: 12 months after closing.
• Tranche 1: Up to USD $175,000 – proceeds for general working capital.

• Tranche 2: Up to USD $1,625,000 – proceeds earmarked to exercise the KC Energy plant option.

• Equity Impact:

• Metals One receives an immediate 5 % equity stake in LBR upon execution of the note, reducing Lions Bay’s share to 47.39 %.

• Upon full conversion of the USD $1,800,000 note, Metals One will receive additional shares equal to 25 % of LBR’s post‑conversion share capital, resulting in a total ownership of 30 % on a fully diluted basis.

• KC Energy Cogeneration Plant:

• Located in KwaZulu‑Natal, South Africa; intended to be modified for gold roasting and concentrate recovery.
• Original construction cost: USD $19.4 million (built 2020).

• Placed on care‑and‑maintenance in 2021 after one year of operation.

• Use of Proceeds:

• Tranche 1 funds general working capital for LBR.
• Tranche 2 specifically allocated to fund the exercise of the plant purchase option.

Notable Quotes

(No direct quotes were provided in the release.)