Lions Bay Capital Announces Heads of Terms for Proposed Acquisition of Lions Bay Resources

About this update from Lions Bay Capital, Inc.

Vancouver, British Columbia--(Newsfile Corp. - June 30, 2026) - Lions Bay Capital Inc. (TSXV: LBI) ("LBI" or "Lions Bay" or the "Company") is pleased to announce that it has entered into heads of terms dated June 22, 2026 (the "Heads of Terms") with Metals One Plc ("Metals One"), Salamander Consulting Group Limited ("Salamander" and together with Metals One the "Vendors"), Lions Bay Resources Proprietary Limited ("LBR"), Lions Bay Energy Proprietary Limited ("LBE") and Lions Bay Mining Proprietary Limited ("LBM") in respect of a proposed transaction pursuant to which Lions Bay would acquire 100% of the issued share capital of LBR (the "Proposed Transaction"). The Proposed Transaction is a non-Arm's Length Transaction under the policies of the TSX Venture Exchange (the "Exchange"), as Metals One is an insider of Lions Bay and would become the Company's controlling shareholder following completion. Lions Bay currently owns 35% of LBR. Pursuant to the Heads of Terms, Lions Bay proposes to acquire the remaining interests in LBR through a share-for-share exchange, including the acquisition of Salamander's 35% interest in LBR, Metals One's 30% interest in LBR, and Metals One's existing option to acquire a further 19.99% interest in LBR (which, if exercised, would dilute the existing LBR shareholders). Upon completion of the Proposed Transaction, LBR would become a wholly owned subsidiary of Lions Bay. The controlling shareholder of Salamander is Deon Robbertze, who holds approximately 55% of the issued shares of Salamander. Metals One is a publicly traded company and, to the knowledge of Lions Bay, has no shareholder that holds more than 20% of its issued shares. LBR, through its subsidiaries, is expected to hold interests in certain South African mining assets and the co-generation plant in Newcastle owned by LBE. LBR was incorporated under the laws of South Africa on May 15, 2025, and has been established to build an integrated South African gold and energy platform by acquiring and restarting the Barbrook/Vantage gold assets out of business rescue, while using its recently purchased KC Energy cogeneration assets to support lower-cost, more reliable power for the mining operations. Based on financial statements prepared as at May 31, 2026, which are unaudited, LBR had total assets of approximately US$12.1 million, total liabilities of approximately US$10.3 mi...

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