Lions Bay signs deal for $4M note at 20% interest

Executive Summary

• Lions Bay Capital Inc. has executed a binding term sheet for a CAD $4.0 million promissory note from Metals One PLC, a related party insider.
• The loan carries a 20% annual interest rate, payable in arrears, with full repayment of principal and interest due after 12 months.
• Proceeds are designated for investment and working capital purposes, specifically to support Lions Bay Resources' vertical integration in South Africa and Fidelity Minerals Corp.'s resource expansion in Peru.

Key Details

• Transaction Structure: Binding term sheet for a CAD $4.0 million promissory note.
• Lender: Metals One PLC (insider of Lions Bay Capital; transaction is a related party transaction under Multilateral Instrument 61-101).
• Interest Rate: 20% per annum, payable in arrears.
• Term: Full repayment of principal and interest required after 12 months.
• Prepayment: Permitted in part or in full at any time without penalty.
• Use of Proceeds: Investment and working capital.
• Security: First ranking security granted to Metals One on the following assets:
  • 16,901,506 common shares in Fidelity Minerals Corp.
  • 499 ordinary shares in Lions Bay Resources Pty Ltd. (LBR).
  • Loan accounts to LBR.
  • $2.2 million (U.S.) loan receivable from GNT Mining.
• Conditions Precedent/Subsequent for Drawdown:
  • Granting of first-ranking security in agreed form.
  • Warranties and representations remaining true and accurate.
  • Obtaining shareholder, board, and stock exchange approvals as required.
  • Execution of the final loan agreement in agreed form.

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."