Lions captain Warren Whiteley has been a late withdrawal from the South African side to face the Waratahs.
Whiteley was expected to play in their first match of the tour, on a comeback from a knee injury.
However, the no. 8 aggravated his knee again on the eve of their departure, putting his return back further.
Usual starting halfback Ross Cronje won't be on the tour, unable to overcome rib and knee issues.
On the flipside, Rohan Janse Van Rensburg will return to the side for the clash.
The Waratahs match is the first of a four-match tour for the Lions, who also play the Reds, highlanders and Hurricanes.
Last season, they beat all comers on their tour, but they did not face any New Zealand sides.
The Waratahs host the Lions at Allianz Stadium on Friday night, kicking off at 7:45pm AEST, LIVE on FOX SPORTS and via RUGBY.com.au RADIO. Buy tickets here.
TEAM
Lions to face the Waratahs
1. Jacques Van Rooyen
2. Malcolm Marx
3. Ruan Dreyer
4. Andries Ferreira
5. Marvin Orie
6. Albertus “Kwagga” Smith
7. Franco Mostert (C)
8. Hacjivah Dayimani
9. Dillon Smit
10. Elton Jantjies
11. Madosh Tambwe
12. Harold Vorster
13. Lionel Mapoe
14. Ruan Combrinck
15. Andries Coetzee
Reserves
Robbie Coetzee
Dylan Smith
Jacobie Adriaanse
Lourens Erasmus
Marnus Schoeman
Nic Groom
Rohan Janse Van Rensburg
Sylvian Mahuza
