Lion One Announces Non-Brokered LIFE Offering of Units
Lion One Announces Non-Brokered LIFE
Offering of Units
North Vancouver, British Columbia--(Newsfile Corp. - September 9, 2025) -
Lion One Metals Limited
(TSXV: LIO) (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:
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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DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES
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