Mr. John Byrne reports

LIONS BAY ANNOUNCES CORPORATE UPDATE

Lions Bay Capital Inc. intends to complete a consolidation of its common shares on the basis of one postconsolidation common share for five preconsolidation common shares. As of the date hereof, there are 142,105,852 common shares issued and outstanding. Subject to the company receiving all required approvals, including the approval of the TSX Venture Exchange, the consolidation is expected to take effect on or about June 30, 2025. On a postconsolidation basis, the company shall have approximately 28,421,170 common shares issued and outstanding.

Option to purchase cogeneration power plant

Lions Bay is pleased to announce that it will progressively liquidate its investments not directly exposed to copper/gold production and start the transition from an investment entity. The revised strategy aims to avoid the excessive movements in the value of the portfolio to more predictable income streams. To accelerate this transition Lions Bay has acquired an option to purchase a cogeneration power plant in Kwazulu Natal, South Africa, and plans modify it to roast and recover gold from concentrate. The total purchase price of the plant is $1.39-million (U.S.) and the company has already paid a deposit of $65,000 (U.S.). The company has a six-month option to close the purchase by paying the remaining $1,325,000 (U.S.). The plant produces both electricity and steam, and had an original cost of $19.4-million (U.S.) to build and commission (built in 2020), and was placed on care and maintenance in 2021 after operating for only one year.

The project will be a 50/50 joint venture (JV) with an experienced South African-based mining company, Salamander Mining International Ltd. The Salamander mining executive team is crucial to the successful implementation of the business plan. The JV plans to modify the plant to enable it to roast complex gold concentrates by blending the concentrate with the primary fuel. The preliminary numbers are compelling and will be verified by a competent person report (CPR) being undertaken in the coming weeks.

Convertible debt

The company has closed a $285,000 (Australian) convertible debenture private placement financing with one arm's-length investor.

The debenture will bear interest at 18 per cent per annum, calculated daily and paid at maturity, which will be six months from the date of issuance, being Dec. 10, 2025. If the debentureholder elects to convert the loan per the terms below, the interest rate shall increase to 20 per cent per annum, applied retrospectively. The maturity date may be extended by a further four months by mutual agreement.

The debentureholder has the right, from time to time and at any time 14 days prior to the maturity date, to convert all or any portion of the outstanding principal amount of the debenture into:

• Common shares of Kalina Power Ltd. (held by Lions Bay) at 1.3 Australian cents per share;
• Or common shares of Fidelity Minerals Corp. (held by Lions Bay) at three Canadian cents;
• Or common shares of the company, at a price of 9.5 cents per common share postconsolidation, as discussed above.

A fixed foreign exchange rate of Canadian dollar to Australian dollar of 0.89 will apply to the conversion prices.

The debenture is secured by the company's holdings in:

• Kalina Power, 88,075,963 (Australian Securities Exchange);
• Fidelity Minerals, 49,128,312 (TSX Venture Exchange).

As part of the offering, the company has granted the debentureholder the irrevocable right to acquire:

• 20 million of the Kalina Power common shares held by the company at 1.3 Australian cents per share;
• 10 million of the Fidelity Minerals common shares held by the company at three Canadian cents per share.

These options vest immediately and remain exercisable throughout the loan term and any extensions. They shall survive full or early repayment of the debenture.

The debenture is subject to an arrangement fee of $25,000 (Australian), which shall be paid within 14 days of the conclusion of the loan.

Share consolidation

Holders of shares of the company who hold uncertificated shares (that is shares held in book entry form and not represented by a physical share certificate), either as registered holders or beneficial owners, will have their existing book entry accounts electronically adjusted by the company's transfer agent or, in the case of beneficial shareholders, by their brokerage firms, banks, trusts or other nominees that hold in street name for their benefit. Such holders generally do not need to take any additional actions to exchange their preconsolidation shares for postconsolidation shares. If you hold your shares with such a bank, broker or other nominee, and if you have questions in this regard, you are encouraged to contact your nominee.

Registered shareholders holding share certificates will be mailed a letter of transmittal advising of the consolidation and instructing them to surrender the share certificates representing preconsolidation shares for replacement certificates or a direct registration advice representing their postconsolidation shares. Until surrendered for exchange, each share certificate formerly representing preconsolidation shares will be deemed to represent the number of whole postconsolidation shares to which the holder is entitled as a result of the consolidation.

About Lions Bay Capital Inc.

Lions Bay Capital is a TSX-V-listed investment issuer that is focused on high-return investment opportunities, principally in the mining, clean energy and clean technology sectors, where it provides public and private companies with strategic and financial support.

We seek Safe Harbor.