Warren Whiteley will make his comeback from injury in one of nine changes to the Lions starting lineup to face the Chiefs in Hamilton on Friday.
Whiteley, who has missed the past seven weeks with a pectoral injury, returns to lead a much-changed side from the loss against the Brumbies last weekend.
Springboks Elton Jantjies and Malcolm Marx have rotated out of the side and are replaced by Gianni Lombard and Robbie Coetzee respectively.
Ross Cronjé will take over from Nic Groom at scrumhalf, while Sylvian Mahuza is at fullback and Courtnall Skosan on the right wing.
Kwagga Smith is also back in the loose trio, allowing Stephan Lewies to return to his regular position at lock. An all-new front row sees tighthead Carlu Sadie and loosehead Sti Sithole earn starts.
Lions – 15 Sylvian Mahuza, 14 Courtnall Skosan, 13 Lionel Mapoe, 12 Franco Naude, 11 Aphiwe Dyanti, 10 Gianni Lombard, 9 Ross Cronjé, 8 Warren Whiteley (c), 7 Cyle Brink, 6 Kwagga Smith, 5 Marvin Orie, 4 Stephan Lewies, 3 Carlu Sadie, 2 Robbie Coetzee, 1 Sti Sithole.
Subs: 16 Malcolm Marx, 17 Frans Van Wyk, 18 Johannes Jonker, 19 Wilhelm van der Sluys, 20 Marnus Schoeman, 21 Nic Groom, 22 Elton Jantjies, 23 Andries Coetzee.