Lion One Announces Closing of Second Tranche of LIFE Offering and Upsize of Sidecar Private Placement
Lion One Announces Closing of Second
Tranche of LIFE Offering and Upsize of
Sidecar Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,
DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES
North Vancouver, British Columbia--(Newsfile Corp. - October 20, 2025) -
Lion One Metals Limited
(TSXV: LIO) (OTCQX: LOMLF)
("
Lion One
" or the "
Company
") is pleased to announce that it has
closed the second tranche (the "
Second Tranche
") of its previously announced and upsized non-
brokered private placement for aggregate gross proceeds of $25,000,000 (the "
LIFE Offering
").
Pursuant to the closing of the LIFE Offering, the Company issued an aggregate of 78,125,000 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
(the "
LIFE
Exemption
"). The Second Tranche consisted of the issuance of 18,557,334 Offered Units for gross
proceeds of $5,969,847 and represents the maximum amount that the Company can raise at this time
pursuant to the LIFE Exemption.
Each Offered Unit issued pursuant to the LIFE Offering 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.
The Company is also pleased to announce that as a result of increased investor demand, the Company
has further upsized its previously announced non-brokered private placement (the "
Sidecar Private
Placement
") from gross proceeds of $7,000,000 to gross proceeds of $9,000,000. The upsized
Sidecar Private Placement will consist of an offering of up to 28,125,000 Offered Units at the Issue
Price.
The upsized Sidecar Private Placement is being completed in addition to the LIFE Offering.
Each
Offered Unit issued pursuant to the Sidecar Private Placement will be issued on the same financial
terms as those Offered Units issued pursuant to the LIFE Offering.
The Company expects to close the
upsized Sidecar Private Placement on or about October 22, 2025.
The Company intends to use the net proceeds from the LIFE Offering and the Sidecar Private
Placement 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 Second Tranche, the Company paid aggregate finder's fees of $384,769.28 in
cash and issued 1,202,403 finders warrants (the "
Finder's Warrants
") to Canaccord Genuity Corp.,
Ventum Financial Corp. and Golden Capital Consulting Ltd., in accordance with the policies of the TSX
Venture Exchange (the "
TSXV
") 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
$31,500 in cash, one finder received 98,437 Offered Units at the Issue Price, which Offered Units are
included in the total number of Offered Units issued pursuant to the LIFE Offering.
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 Company may pay finders' fees in connection with the Sidecar Private Placement, as permitted by
applicable securities laws and the rules of the TSXV. The finders' fees will consist of cash commissions
equal to up to 8% of the gross proceeds raised from purchasers introduced to the Company by eligible
finders and finder warrants equal to up to 8% of the aggregate number of Offered Units sold to
purchasers introduced to the Company by eligible finders. Each 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.
Closing of the Sidecar Private Placement is subject to certain customary conditions including receipt of
all necessary approvals, including satisfaction of listing conditions of the TSXV. The Sidecar Private
Placement may be closed in one or more tranches. The securities offered under the Sidecar Private
Placement will be issued pursuant to applicable exemptions under National Instrument 45-106 -
Prospectus Exemptions
and will be subject to a statutory hold period of four months and one day
following issuance of the Offered Units.
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.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any Common
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:
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 anticipated closing of the Sidecar Private Placement, the outlook of the
Company following completion of the LIFE Offering and the 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.
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 TSXV 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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