Lions Bay incorporates South African company

Executive Summary

• Lions Bay Capital Inc. has incorporated a South African subsidiary, Lions Bay Resources Pty. Ltd. (LBR), to hold the purchase option for the KC Energy co-generation power plant.
• LBR has entered into an agreement with Metals One PLC to raise up to $1.8 million USD via a convertible note, securing a 5% equity stake in LBR.
• The transaction involves a 50/50 joint venture structure between Lions Bay (49.9%) and a management team led by Deon Robbertze (50.1%), with Metals One acquiring an additional 5% equity interest.

Key Details

• Corporate Structure: Lions Bay Capital Inc. owns 49.9% of Lions Bay Resources Pty. Ltd. (LBR); the remaining 50.1% is held by a management team led by Deon Robbertze.
• Management Carry: Robbertze and associates identified the KC Energy opportunity and are carried through the completion of the competent persons report (CPR) on the plant's recommissioning.
• CPR Timeline: The final CPR report is expected within the next month.
• KC Energy Option:
  • Target: KC Energy co-generation power plant in Kwazulu Natal, South Africa.
  • Exercise Deadline: December 18, 2025.
  • Purchase Price: $1.39 million USD.
  • Deposit Paid: $65,000 USD.
  • Plant History: Original cost $19.4 million USD (built 2020); placed on care and maintenance in 2021 after one year of operation.
  • Intended Use: Modify plant to roast and recover gold from concentrate; produces electricity and steam.
• Financing Agreement with Metals One PLC:
  • Instrument: Convertible Note (CN) up to $1.8 million USD.
  • Security: Secured over all assets of LBR.
  • Interest Rate: 10% per annum.
  • Repayment: 12 months post-closing.
  • Equity Consideration: Metals One acquires an immediate 5% equity stake in LBR upon execution.
  • Tranche 1: Up to $175,000 USD for general working capital.
  • Tranche 2: Up to $1,625,000 USD to exercise the KC Energy purchase option.
  • Conversion Terms:
    • If fully converted ($1.8M), CN converts into shares equal to 25% of LBR's share capital.
    • Combined with the initial 5% equity, Metals One will hold 30% of LBR's issued share capital on a fully diluted basis.
  • Post-Transaction Ownership: Lions Bay's interest reduces from 49.9% to 47.39%.

Notable Quotes

• None explicitly quoted in the text, though the release is attributed to Mr. John Byrne.