Lion One Announces Closing of Financings
Lion One Announces Closing of Financings
North Vancouver, British Columbia--(Newsfile Corp. - July 26, 2024) -
Lion One Metals Limited
(TSXV: LIO) (ASX: LLO) (OTCQX: LOMLF)
("
Lion One
" or the "
Company
"), is pleased to announce
that the Company has closed the fully-subscribed upsized brokered private placement financing (the
"
LIFE Offering
") previously announced on July 18, 2024 and July 19, 2024 by issuing 27,027,027 units
of the Company (the "
Units
") at a price of C$0.37 per Unit (the "
Offering Price
") for aggregate gross
proceeds of C$10,000,000, pursuant to the listed issuer financing exemption available under National
Instrument 45-106 -
Prospectus Exemptions
(the "
LIFE Exemption
") in each of the Provinces of
Canada other than Quebec, pursuant to the terms of the agency agreement (the "
Agency Agreement
")
dated as of July 26, 2024, among the Company, Eight Capital, and Canaccord Genuity Corp.
(collectively, the "
Agents
").
Each Unit consists of one common share (a "
Common Share
") in the capital of the Company and one
common share purchase warrant (a "
Warrant
") of the Company. Each Warrant shall be exercisable to
acquire one Common Share (a "
Warrant Share
") at a price per Warrant Share of C$0.50 for a period
of 36 months from the closing date of the LIFE Offering.
Concurrently with the LIFE Offering, the Company completed, a non-brokered private placement of
4,458,352 Units on the same terms as the LIFE Offering, for gross proceeds of C$1,649,590.24 (the
"
Sidecar Private Placement
", and together with the LIFE Offering, the "
Offering
") pursuant to
applicable exemptions under NI 45-106 other than the listed issuer financing exemption. In aggregate,
under the Offering the Company issued 31,485,379 Units for gross proceeds of C$11,649,590.24.
In connection with the LIFE Offering, the Company (i) paid to the Agents a cash commission of
C$700,000, which was equal to 7.0% of the gross proceeds from the LIFE Offering; and (ii) issued an
aggregate of 1,891,891 compensation warrants ("
Compensation Warrants
"), equal to 7.0% of the
number of Units sold pursuant to the LIFE Offering. Each Compensation Warrant is exercisable for one
Common Share at a price of C$0.37 for a period of 24 months from the closing date of the LIFE
Offering.
In connection with the Sidecar Private Placement, the Company (i) paid a cash commission to a finder
(the "
Finder
") in the aggregate of C$38,850, which was equal to 5% of the gross proceeds in respect of
subscribers introduced to the Company by the Finder; and (ii) issued an aggregate of 105,000
Compensation Warrants, equal to 5% of the number of Units sold to subscribers introduced to the
Company pursuant to the Sidecar Private Placement. Each Compensation Warrant is exercisable for
one Common Share at a price of C$0.37 for a period of 24 months from the closing date of the Sidecar
Private Placement.
The net proceeds received by the Company from the sale of the Units will be used for development and
ramp up expenses at the Tuvatu Gold project located in Fiji, as well as for general corporate expenses &
purposes.
The LIFE Offering was completed pursuant to the LIFE Exemption, and accordingly, the securities
issued in the LIFE Offering are not subject to a hold period in accordance with applicable Canadian
securities laws. The securities issued under the Sidecar Private Placement are subject to a hold period
expiring on November 27, 2024 pursuant to applicable Canadian securities laws.
Certain subscribers under the Sidecar Private Placement are directors and management of the
Company.
The issuance of 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.
The securities referred to herein have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "
U.S. Securities Act
"), or any U.S. state securities laws, and
may not be offered or sold in the "United States" (as such term is defined in Regulation S under the U.S.
Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws
or an exemption from such registration is available. This news release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
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 and CEO
For further information
Contact Investor Relations
Toll Free (North America) Tel: 1-855-805-1250
Email:
Website:
www.liononemetals.com
Neither the 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 news release. No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contained herein.
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
Offering and debt settlement, and the proposed use of proceeds of the 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 Offering,
the conditions of the financial markets, availability of financing, timeliness of completion of the
Offering, and the timing of TSX Venture Exchange approval; and with respect to the use of proceeds,
the sufficiency of the proceeds, the speculative nature of mineral exploration and development,
fluctuating commodity prices, and competitive, as described in more detail in our recent securities
filings available at
www.sedarplus.ca
, including the Offering Document. 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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