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Lion One Metals Limited (TSXV: LIO,OTC:LOMLF) (OTCQX: LOMLF) ("Lion One" or the "Company") is pleased to announce that it has closed its previously announced and upsized non-brokered private placement for gross proceeds of $18,715,153 (the "LIFE Offering"). Pursuant to the LIFE Offering, the Company issued 58,484,853 units (the "Offered Units") at a price of $0.32 per Offered Unit (the "Issue Price"), pursuant to the listed issuer financing exemption available under National Instrument 45-106 - Prospectus Exemptions. Each Offered Unit consisted of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.42 for a period of three years from the date of issuance.
Lion One's CEO Ian Berzins stated: "We're very pleased with the strong demand we received for this upsized private placement. With the equity financing successfully completed today, we can now accelerate the purchase of several key pieces of underground mobile equipment and ensure the completion of the flotation plant in Q1 2026. With the addition of these components we will be well positioned to continue ramping up production at Tuvatu."
The Company intends to use the net proceeds from the LIFE Offering to fund the development of the Company's 100% owned and fully permitted high grade Tuvatu Gold Project, repayment of principal and interest for the Company's loan facility with Nebari, and for working capital purposes.
In connection with the LIFE Offering, the Company paid aggregate finder's fees of $703,468.15 in cash and issued 2,190,462 finders warrants (the "Finder's Warrants") to Canaccord Genuity, Couloir Securities, Golden Capital Consulting, Haywood Securities, Leede Financial, Red Cloud Securities, RedPlug, Research Capital, and Ventum Financial, in accordance with the policies of the TSX Venture Exchange (the "TSX-V") representing a cash commission equal to 7% of the gross proceeds raised from purchasers introduced to the Company by eligible finders and 7% of the aggregate number of Offered Units sold to purchasers introduced to the Company by eligible finders. In lieu of receiving $315,000 in cash, one finder received 984,375 Offered Units at the Issue Price. Each of the Finder's Warrant will entitle the holder to purchase one Common Share at a purchase price of $0.32 per Finder's Warrant exercisable for a period of two years from the date of issuance of such Finder's Warrant.
The Offered Units and underlying Common Shares and Warrants will not be subject to Canadian resale restrictions in accordance with applicable Canadian securities laws. All Finder's Warrants and any Common Shares underlying the Finder's Warrants will be subject to a Canadian four month and one day resale restriction in accordance with applicable Canadian securities laws. Completion of the LIFE Offering and payment of the finder's fees remains subject to final TSX-V acceptance.
Certain subscribers under the LIFE Offering are directors and management of the Company. The issuance of Offered Units to directors and management of the Company constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any securities issued or the consideration paid by such persons will exceed 25% of the Company's market capitalization.
About Lion One Metals Limited
Lion One Metals is an emerging Canadian gold producer headquartered in North Vancouver BC, with new operations established in late 2023 at its 100% owned Tuvatu Alkaline Gold Project in Fiji. The Tuvatu project comprises the high-grade Tuvatu Alkaline Gold Deposit, the Underground Gold Mine, the Pilot Plant, and the Assay Lab. The Company also has an extensive exploration license covering the entire Navilawa Caldera, which is host to multiple mineralized zones and highly prospective exploration targets.
On behalf of the Board of Directors of
Lion One Metals Limited
"Walter Berukoff"
Chairman of the Board
For further information
Contact Investor Relations
Toll Free (North America) Tel: 1-855-805-1250
Email: info@liononemetals.com
Website: www.liononemetals.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. All statements other than statements of historical fact may be forward‐looking statements or information. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Forward-looking statements made in this news release include statements regarding the anticipated use of proceeds of the LIFE Offering, the outlook of the Company following completion of the LIFE Offering and the final approval of the TSX-V. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Actual results could differ materially from those currently anticipated due to a number of factors and risks, including, with respect to the LIFE Offering; the conditions of the financial markets; availability of financing; timeliness of completion of the LIFE Offering; the timing of TSX-V approval; with respect to the use of proceeds, the sufficiency of the proceeds; the speculative nature of mineral exploration and development; fluctuating commodity prices; and competition, as described in more detail in our recent securities filings available at www.sedarplus.ca. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
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