Lion One Announces Conditional Approval of the Non-Brokered Private Placement with Arete Capital
Lion One Announces Conditional Approval of
the Non-Brokered Private Placement with
Arete Capital
North Vancouver, British Columbia--(Newsfile Corp. - March 20, 2026) -
Lion One Metals Limited
(TSXV: LIO) (OTCQX: LOMLF) ("Lion One" or the "Company ")
is pleased to announce receipt of
conditional approval from the TSX Venture Exchange (the "TSXV") for the non-brokered private
placement financing (the "Offering") pursuant to the subscription agreement dated December 30, 2025
between Arete Capital Advisor Pty Ltd ("Arete") and the Company (the "Subscription Agreement").
The Company anticipates closing the Offering on March 27, 2026. Concurrently with the closing of the
Offering, the Company and Arete will enter into an investor rights agreement (the "Investor Rights
Agreement") and a management services agreement (the "Management Services Agreement").
The Offering
Pursuant to the Subscription Agreement, Arete has subscribed for 44,264,800 units at a price of C$0.34
per unit for gross proceeds to the Company of C$15,050,032, with each unit consisting of one common
share (the "Common Shares") and one common share purchase warrant (the "Warrants"). Each Warrant
enables the subscriber to acquire one Common Share at a price of C$0.39 for a period of three years
following the closing of the Offering. The Common Shares being purchased represent 9.9% of the
Company's outstanding Common Shares on a pro forma basis, not giving effect to the exercise of the
Warrants.
Arete and its principals do not hold any other securities of Lion One.
Arete has agreed not to acquire any additional Common Shares (including upon exercise of the
Warrants) that would cause it to hold more than 10% of the Company's outstanding Common Shares
without the prior written approval of the TSXV following the clearing of personal information forms by all
insiders of Arete.
Furthermore, Arete has acknowledged and agreed in the Investor Rights Agreement
that in accordance with the policies of the TSX-V, disinterested shareholder approval will be required for
Arete to hold more than 20% of the Company's outstanding Common Shares.
The Company intends to use the net proceeds from the Offering to fund several strategic initiatives at the
Tuvatu Alkaline Gold Project in Fiji ("Tuvatu Project") intended to address critical operational constraints
that limit the Company's ability to scale production and generate sufficient cash flow to service its
obligations under its senior debt facility.
These initiatives include improvements in mill throughput
capacity, the flotation circuit to achieve higher recovery rates, underground development headings to
access higher grade zones and investments in mining equipment.
The Company also plans to deploy
some of the proceeds of the Offering to provide a cushion for its working capital covenants under its
senior debt facility.
The Company's senior debt facility matures in August 2026 creating an urgent cash
flow imperative over the next five months.
Investor Rights Agreement
On closing of the Offering, the Company plans to enter into the Investor Rights Agreement with Arete
which will provide Arete with certain rights as a significant shareholder of the Company.
The Investor
Rights Agreement reflects customary terms for a transaction of this nature, including board nomination
rights and pre-emptive rights to maintain its prevailing shareholding interest in the Company provided it
holds at least 9.9% of the Common Shares.
Pursuant to the Investor Rights Agreement, Arete shall have the right to designate one (1) nominee (the
"Investor Nominee") to serve as a director of the Company for election or appointment to the board of
directors (the "Board") for as long as the aggregate security ownership interest of Arete and its affiliates
in the Company (the "Investor Pro Rata Interest") is at least equal to 9.9% of the issued and outstanding
Common Shares (the "Minimum Qualification Threshold"). The Company shall not increase the size of
the Board above five (5) members without prior written consent of Arete for as long as the Investor Pro
Rata Interest is at least equal to the Minimum Qualification Threshold.
Arete's nominee is Campbell
Olsen, the Chief Executive Officer of the Company who was appointed on February 25, 2026.
The Investor Rights Agreement also provides that Arete shall have the right to participate in future
offerings undertaken by the Company to allow Arete to maintain its then Investor Pro Rata Interest (the
"Participation Right"). The Participation Right shall not apply to securities issued (a)
pursuant to any
stock option plan or other employee equity incentive plan approved by the Board; (b) issued upon the
exercise or conversion of any pre-existing securities that were issued by the Company and outstanding
prior to the date the Investor Rights Agreement will be entered into; (c) issued in connection with any
stock split, stock dividend or recapitalization by the Company in which shareholders are affected equally;
(d) issued as consideration for property, services or debt financing; and (e) issued to agents or
underwriters engaged by the Company in connection with capital raising activities or as compensation,
including broker warrants.
The Investor Rights Agreement further provides that Arete agrees, for as long as an Investor Nominee
serves on the Board, to vote all common shares of the Company held by Arete or its affiliates in favor of
all director nominees recommended by the Company's management (the "Management") and to align its
voting with the Management's recommendations on all other proposals and matters outlined in the
Company's management proxy circular for the relevant shareholders' meeting.
The Investor Rights Agreement will terminate at such time as the Investor Pro Rata Interest falls below the
Minimum Qualification Threshold. Any amendment or extensions to the Investor Rights Agreement are
subject to prior written approval of the TSXV.
Management Services Agreement
On the closing of the Offering, the Company plans to enter into the Management Services Agreement
with Arete pursuant to which Arete will provide management and advisory services relating to the
Company's Tuvatu Project.
The scope of management and advisory services includes, among other
things, advising and coordinating the Company's operational management, designating key personnel
responsible for leading project management functions, and reviewing budgets in accordance with a
business plan approved by the Company, to support the Tuvatu Project.
While Arete will serve as an independent contractor, it will be subject to the oversight of the Company's
Board of Directors, which will retain overall responsibility for the oversight of management of the
Company.
Arete will be required to perform the services with the degree of skill, care and diligence that
a prudent and experienced mining industry operator would exercise in comparable circumstances
having regard for the size, scope and complexity of the Tuvatu Project, and in compliance with applicable
laws and regulatory requirements.
Arete will report to the Board of Directors of Lion One and will work
with the Board of Directors to establish annual business plans and budgets.
The Management Services Agreement also stipulates that Arete will not enter into any contract in
connection with the Tuvatu Project that is (a) outside the scope of the approved business plan or budget;
(b) exceeds a commitment of C$150,000; or (c) could materially affect the Company's ownership of or
rights in respect of the Tuvatu Project. All approvals or consents required from Lion One under the
Management Services Agreement must be approved by the Board of Directors of Lion One, with any
representative of Arete or any person with whom Arete does not deal at arm's length recused from all
board considerations and required to abstain from voting.
Under the terms of the Management Services Agreement, Arete is entitled to the following
compensation: (a) a management fee of C$750,000 for each 12-month period commencing on the
effective date of the Management Services Agreement (a "Payment Period"), subject to adjustments in
accordance with the terms of the Management Services Agreement; (b) up to C$375,000 per year in
incentive compensation provided Arete meets certain key performance indicators that will be
established by the Board of Directors of Lion One and Arete (which may be payable in Common Shares
by mutual agreement, subject to requirements of the TSXV and applicable securities law); and (c)
performance-based incentives, including equity-linked incentives in compliance with the Company's
Omnibus Equity Compensation Incentive Plan (the "Option Plan"), in the form of 4,000,000 Performance
Options (as defined in the Option Plan) exercisable at a price of C$0.40 for a period of five years from
the date of grant, and 4,000,000 Performance Share Units (as defined in the Option Plan) for each
Payment Period.
All compensation payable in Common Shares or convertible securities of the Company
will be subject to the prior written approval of the TSXV.
The Management Services Agreement, unless terminated in accordance with the terms, is renewable by
mutual agreement after its initial five-year term.
The Company may terminate the Management Services
Agreement at any time prior to the expiry of the term upon a default by Arete or at the discretion of the
Board of Directors with the payment of a termination fee equal to two times the annual management fee.
Any amendment or extensions to the Management Services Agreement are subject to prior written
approval of the TSXV.
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, 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.
About Arete Capital Corp.
Arete is a specialist mining investment and operating group focused on high-quality mid-tier gold and
base metal assets, with a track record that spans private equity investment, mine acquisition and
management, turnaround and optimization across multiple jurisdictions. Led by Chief Executive Officer
Campbell Olsen, Arete's principals have been responsible for identifying, funding and transforming a
series of operations from concept or distress status into long-life, cash-generative mines, working
closely with boards, management teams and technical consultants. The team combines front-line
operational expertise in mine planning, geology, metallurgy and processing with deep experience in
capital markets, structured finance and M&A, allowing Arete to bridge the gap between technical
potential and commercial outcomes for both companies and investors.
Arete's approach is highly hands-on and partnership-driven, with a focus on disciplined capital
allocation, systematic operational improvement and rigorous risk management. Drawing on experience
gained across multiple commodity cycles, Arete has developed a repeatable framework for optimizing
mine plans, lifting productivity and unit margins, and prioritizing near-term, high-return capital projects
that can materially enhance net present value and extend mine life. By combining technical depth with
strategic oversight and an owner-operator mindset, Arete aims to unlock latent value in complex mining
assets and position its partner companies to become resilient, mid-tier producers capable of generating
sustainable free cash flow and long-term shareholder returns
On behalf of the Board of Directors,
Campbell Olsen, Chief Executive Officer
Contact Information
Email:
Phone: 1-855-805-1250 (toll free North America)
Website:
www.liononemetals.com
Neither the TSX-V nor its Regulation Service Provider accepts responsibility or the adequacy or accuracy of this release
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. This forward-looking information reflects Lion One Metals Limited's current beliefs and is based on information currently available to
Lion One Metals Limited and on assumptions Lion One Metals Limited believes are reasonable. These assumptions include, but are not limited
to, the actual results of exploration projects being equivalent to or better than estimated results in technical reports, assessment reports, and
other geological reports or prior exploration results. 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 Metals Limited 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: the stage development of Lion One Metals Limited, general business, economic, competitive, political and social uncertainties; the
actual results of current research and development or operational activities; competition; uncertainty as to patent applications and intellectual
property rights; product liability and lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation, including
environmental legislation, affecting mining, timing and availability of external financing on acceptable terms; not realizing on the potential benefits
of technology; conclusions of economic evaluations; and lack of qualified, skilled labor or loss of key individuals. Although Lion One Metals
Limited has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking
information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Accordingly, readers should not place
undue reliance on forward-looking information. Lion One Metals Limited does not undertake to update any forward-looking information, except in
accordance with applicable securities laws.
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