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Lion One Metals Limited (TSXV: LIO,OTC:LOMLF) (OTCQX: LOMLF) ("Lion One" or the "Company") is pleased to announce a non-brokered private placement of up to 46,875,000 units (the "Offered Units") at a price of $0.32 per Offered Unit (the "Issue Price") for aggregate gross proceeds of up to $15,000,000, pursuant to the listed issuer financing exemption available under National Instrument 45-106 - Prospectus Exemptions (the "LIFE Offering"), in each of the Provinces of Canada other than Quebec. Each Offered Unit will consist 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 Share at an exercise price of $0.42 for a period of three years from the date of issuance.
The Company will make available an offering document relating to the LIFE Offering (the "Offering Document") which will be accessible under the Company's profile at www.sedarplus.ca and at https://liononemetals.com. Prospective investors in the LIFE Offering should read the Offering Document before making an investment decision.
The Company also announces that it has entered into a forbearance agreement (the "Forbearance Agreement") with its senior secured lenders Nebari Gold Fund 1, LP, Nebari Natural Resources Credit Fund I, LP and Nebari Natural Resources Credit Fund II, LP (each as Lender and collectively, "Nebari") pursuant to which Nebari has agreed to waive the application of the working capital covenant under the Company's loan facility. With the maturity of the Tranche 1 Facility upcoming in August 2026, the Tranche 1 Facility is now classified as a current liability for accounting purposes which impacted the Company's working capital covenant. The Forbearance Agreement extends to December 31, 2025 and is subject to ongoing compliance covenants of the Company, including the raising of capital to ensure the timely repayment of the Tranche 3 Facility and accrued interest on September 30, 2025, which is expected to be satisfied by the LIFE Offering.
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.
The LIFE Offering is expected to close on or around September 23, 2025. Closing of the LIFE Offering is subject to certain customary conditions including receipt of all necessary approvals including satisfaction of listing conditions of the TSX Venture Exchange ("TSXV"). The LIFE Offering may be closed in one or more tranches. The securities offered under the LIFE Offering will not be subject to Canadian resale restrictions in accordance with applicable Canadian securities laws.
The Company may pay finders' fees in connection with the LIFE Offering, as permitted by applicable securities laws and the rules of the TSXV. The finders' fees will consist of cash commissions equal to up to 7% of the gross proceeds raised from purchasers introduced to the Company by eligible finders and finder warrants equal to up to 7% of the aggregate number of Offered Units sold to purchasers introduced to the Company by eligible finders. Each of the finders warrants will entitle the holder to purchase one Common Share at a purchase price of $0.32 per finders warrant exercisable for a period of 24 months after the issuance of such finder warrants.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any Shares in the United States. The securities to be sold in the LIFE Offering have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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 anticipated completion of the LIFE Offering, the proposed use of proceeds of the LIFE Offering and the expected lead subscriber to the LIFE Offering. 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, Forbearance Agreement and debt settlement; the conditions of the financial markets; availability of financing; timeliness of completion of the LIFE Offering; the timing of TSX Venture Exchange approval; the ability of the Company to satisfy the covenants set out in the Forbearance Agreement; 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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