Lion One Announces Closing of First Tranche of Non-Brokered Private Placement of Convertible Debenture Units and Units for Gross Proceeds of $15.3 Million
Lion One Announces Closing of First Tranche
of Non-Brokered Private Placement of
Convertible Debenture Units and Units for
Gross Proceeds of $15.3 Million
North Vancouver, British Columbia--(Newsfile Corp. - June 29, 2026) -
Lion One Metals Limited
(TSXV: LIO) (OTCQX: LOMLF) ("
Lion One
" or the "
Company
") is pleased to announce that it has
closed the first tranche of its previously announced non-brokered private placement offering of
convertible debenture units of the Company (the "
Debenture Units
") for total gross proceeds of
$12,500,000 (the "
Offering
") and its non-brokered private placement of units ("
Units
") for gross
proceeds of $2,788,184.75 (the "
Private Placement
").
Pursuant to the Offering, the Company issued 12,500 Debenture Units at a price of $1,000 per
Debenture Unit. Each Debenture Unit consisted of (i) one 10% subordinated secured convertible
debenture (a "
Convertible Debenture
") having a face value of $1,000, convertible at a conversion
price of $0.13 per common share of the Company ("
Common Shares
") into 7,692.3 Common Shares
with a maturity date of 4 years from issuance; and (ii) 7,692.3 Common Share purchase warrants (the
"
Offering Warrants
"), each entitling the holder to purchase one Common Share at an exercise price of
$0.175 per Common Share for a period of 4 years from issuance. In aggregate 12,500 Convertible
Debentures and 96,153,821 Offering Warrants were issued.
Pursuant to the Private Placement, the Company issued 21,447,575 Units at a price of $0.13 per Unit.
Each Unit consisted of one Common Share and one Common Share purchase warrant (a "
Private
Placement
Warrant
"). Each Private Placement Warrant will entitle the holder thereof to acquire one
Common Share at an exercise price of $0.175 per Common Share for a period of three years from the
date of issuance.
The Company intends to use the net proceeds from the Offering and Private Placement to satisfy
upcoming payment obligations under the Company's senior secured loan facility (the "
Facility
") with
Nebari Gold Fund I, LP, Nebari Natural Resources Credit Fund I, LP, and Nebari Natural Resources
Credit Fund II, LP (collectively, "
Nebari
") and to cure the Company's ongoing working capital covenant
default under the Facility. Any additional proceeds will be used for general corporate and working capital
purposes.
The Company expects to close the second tranche of the Offering by July 10
th
for the remaining
$1,500,000 of Debenture Units that the Company initially announced.
In connection with the Private Placement, the Company paid aggregate finder's fees of $84,344.80 in
cash to Leede Financial Inc., Research Capital Corporation, Canaccord Genuity Corp., Ventum
Financial Corp, Integral Wealth Management Limited and Hasselbom Forvaltning AB, in accordance
with the policies of the TSX Venture Exchange (the "
TSXV
") representing a cash commission equal to
4% of the gross proceeds raised from purchasers introduced to the Company by eligible finders.
The Debenture Units, the Units, and the underlying Convertible Debentures, Offering Warrants, Private
Placement Warrants and Common Shares will be subject to a statutory hold period expiring four months
and one day after the issuance thereof. Completion of the Offering, the Private Placement, and payment
of the finder's fees remain subject to final TSXV acceptance.
Certain subscribers under the Offering and the Private Placement are directors and management of the
Company. The issuance of the Debenture Units and 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.
Management Update
Following the appointment of Ian Berzins as President, Chief Executive Officer (CEO), and Director of
Lion One Metals, as previously announced on June 16
th
, 2026, Tony Young has resumed his role as
Chief Financial Officer (CFO) of the Company and Zamand Shokri has resumed her role as Corporate
Controller. Mr. Young and Ms. Shokri served as Interim CEO and Interim CFO, respectively, from May 1,
2026, to June 16, 2026, during the Company's management transition and return of Mr. Berzins to the
Company's leadership.
About Lion One Metals Limited
Lion One 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, the Tailings Storage Facility 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,
Todd Romaine,
Chairman
Contact Information
Email:
Phone: 1-855-805-1250 (toll free North America)
Website:
www.liononemetals.com
Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for
the adequacy or accuracy of this release.
Forward-Looking Information
This press release may contain statements that may be deemed to be "forward-looking statements"
within the meaning of applicable Canadian securities legislation. All statements, other than
statements of historical fact, included herein are forward-looking information. Generally, forward-
looking information may be identified by the use of forward-looking terminology such as "plans",
"expects" or "does not expect", "proposed", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words
and phrases, or by the use of words or phrases which state that certain actions, events or results may,
could, would, or might occur or be achieved. Forward-looking statements in this release include the
anticipated use of proceeds of the Offering, the intended closing of the second tranche of the Offering,
and the Private Placement, the outlook of the Company following completion of the Offering and the
Private Placement, and the receipt of final approval of the TSXV. 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.
This forward-looking information reflects Lion One's current beliefs and is based on information
currently available to Lion One and on assumptions Lion One believes are reasonable. These
assumptions include, but are not limited to, the Company's ability to continue as a going concern; that
the Company will receive the final approval of the TSXV required to complete the Offering and the
Private Placement; the conditions of the financial markets; the ability of the Company to satisfy the
covenants set out in the Facility and the Company's forbearance agreement with Nebari; and with
respect to the use of proceeds, the sufficiency of the proceeds.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance, or achievements of Lion One or its
subsidiaries to be materially different from those expressed or implied by such forward-looking
information. Such risks and other factors may include, but are not limited to: that the Company is in
default of its obligations under the Facility and may be subject to enforcement actions from Nebari;
general business, economic, competitive, political and social uncertainties; the actual results of
current research and development or operational activities; changes in legislation, including
environmental legislation, affecting mining, timing and availability of external financing on acceptable
terms; 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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/303414