Mr. John Byrne reports

LIONS BAY PROVIDES CORPORATE UPDATE

Further to the announcements on June 16, 2025, and July 30, 2025, Lions Bay Capital Inc. has incorporated a South African company, Lions Bay Resources Pty. Ltd. (LBR), which will hold the purchase option over the KC Energy co-generation power plant. Currently, Lions Bay owns 49.9 per cent of LBR with the remaining 50.1 per cent held by a management team lead by Deon Robbertze. Mr. Robbertze and his associates identified and brought the KC Energy opportunity to Lions Bay in return for being carried through the completion of the competent persons report (CPR) on the recommissioning of the plant. The final CPR report is expected in the next month.

The option over the plant is due to be exercised by Dec. 18, 2025, at a price of $1.39-million (U.S.) of which $65,000 (U.S.) has already been paid by Lions Bay.

In addition, the company is pleased to announce that LBR has entered into an agreement with Metals One PLC to arrange an up to $1.8-million (U.S.) convertible note (CN) and to acquire an immediate 5-per-cent equity stake which would reduce Lions Bay's interest from 49.9 per cent to 47.39 per cent. The CN of up to $1.8-million (U.S.) will be secured over all the assets of LBR, have an interest rate of 10 per cent per annum and be repayable 12 months post closing. The CN will be broken into two tranches. Tranche 1 will be up to $175,000 (U.S.) and proceeds will be for general working capital. Tranche 2 is expected to be up to $1,625,000 (U.S.) and proceeds will be used to exercise the KC Energy co-generation power plant purchase option. Metals One will earn a 5-per-cent equity interest in LBR upon execution of the CN. The CN can be converted into common shares of LBR where assuming the total $1.8-million (U.S.) has been advanced, if converted the CN will convert into such number of new shares of LBR as is equal to 25 per cent of the share capital of LBR. Following issue of the conversion shares taken together with the initial shares Metals One will hold 30 per cent of the issued share capital of LBR on a fully diluted basis.

Lions Bay Resources Pty. Ltd. holds the option to purchase a co-generation power plant in Kwazulu Natal, South Africa, and plans modify it to roast and recover gold from concentrate. 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.

About Lions Bay Capital Inc.

Lions Bay Capital is a mining finance and investment company focused on unlocking the value of overlooked or underperforming resource assets, with a strategic emphasis on gold and copper. Unlike traditional exploration companies, Lions Bay raises capital to invest in compelling opportunities rather than deploying funds on high-risk exploration or excessive executive overhead. The company specializes in identifying resource projects that have been neglected due to lack of funding or poor management execution. By leveraging deep industry expertise, Lions Bay provides both capital and strategic support to enhance project value and investor returns.

Lions Bay is led by executive chairman John Byrne, a veteran of the mining sector with over 50 years of experience as an analyst, investor and operator. Under his leadership, the company brings a disciplined, value-driven approach to mining investment.

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