Lion One Announces Strategic Investment by Arete Capital
Lion One Announces Strategic Investment by
Arete Capital
North Vancouver, British Columbia--(Newsfile Corp. - December 30, 2025) -
Lion One Metals Limited
(TSXV: LIO) (OTCQX: LOMLF) ("Lion One"
or the
"Company"
) is pleased to announce that it has
entered into a subscription agreement with Arete Capital Advisory Pty Ltd (the "
Subscriber
"), a
specialist mining investment syndicate advised and managed by Arete Capital Advisors ("
Arete
")
pursuant to which the Subscriber has agreed to acquire, on a non-brokered private placement basis,
44,264,800 units at a price of $0.34 per unit (the "
Issue Price
") for gross proceeds to the Company of
$15,050,032 (the "
Offering
"), with each unit consisting of one common share (the "
Common Shares"
)
and one common share purchase warrant (the "
Warrants
"). Each Warrant will enable the Subscriber to
acquire one Common Share at a price of $0.39 for a period of three years following the closing of the
Offering. The Common Shares being purchased will represent 9.9% of the Company's outstanding
shares on a pro forma basis, not giving effect to the exercise of the Warrants.
The Issue Price represents
a premium of 16.4% to the trailing 20-day volume weighted average price of the Company on the TSX
Venture Exchange (the "
Exchange
") as of today's date.
The Offering is part of a broader strategic partnership between the Company and Arete.
Upon closing of
the Offering, the Company and the Subscriber will enter into an investor rights agreement (the "
Investor
Rights Agreement
") and a master services agreement (the "
MSA
").
Pursuant to the Investor Rights
Agreement, provided the Subscriber maintains a 9.9% equity interest in the Company, it will be entitled
to nominate one director to the Company's board of directors and to customary anti-dilution and
participation rights to maintain its equity interest in the Company and to participate in future equity
financings.
Pursuant to the MSA, Arete will provide management services for the operation of the Tuvatu
Gold Mine in Fiji and will become the operator of the project subject to the oversight of the board of
directors of the Company.
The MSA will have an initial term of five years, subject to extension as agreed
by the parties.
Arete will be entitled to base compensation and performance incentives, and will be
eligible to receive share based compensation.
"I look forward to welcoming Arete as a new shareholder and strategic partner of Lion One," said Walter
Berukoff, Chairman and President of Lion One. "Arete's decision to make a cornerstone investment in
the Company reflects the quality, scale potential and strategic relevance of our Tuvatu Gold Mine in Fiji.
With the benefit of Arete's technical engagement through the MSA, Lion One will be positioned to
systematically advance Tuvatu and build long-term value for shareholders."
"We are delighted to become a long-term strategic partner to Lion One at this pivotal stage in the
evolution of the Tuvatu Gold Mine," said Campbell Olsen, representing Arete. "In our view, Tuvatu is a
rare, high-grade alkaline gold system with district-scale potential, established infrastructure and a
pipeline of targets across the broader Navilawa Caldera that together offer a compelling platform for
production growth and resource expansion.
We see many investment options and projects globally every
year and we believe this ranks amongst the best opportunities ever reviewed".
"Arete's specialist team brings deep operational, technical and financial experience in turning high-
quality mid-tier gold assets into robust, cash-generative businesses, and we see a clear pathway to
unlock significant incremental value at Tuvatu through disciplined mine optimisation, targeted capital
investment and an aggressive but data-driven exploration program," Mr Olsen added. "We are excited to
work alongside Lion One's team to systematically de-risk the operation, scale up production over time
and ultimately position Tuvatu as one of the standout underground gold mines not only in the Asia-Pacific
region but globally."
Proceeds from the Offering will be used for general corporate purposes and to support debt
restructuring.
The Offering is subject to certain closing conditions, including, but not limited to, the receipt of all
necessary approvals, including the conditional approval of the Exchange. The Common Shares and
Warrants issued under the Offering will be subject to a statutory hold period under applicable securities
laws in Canada expiring four months and one day from Closing.
About the Tuvatu Gold Project
The Tuvatu Gold Project is Lion One's 100 percent owned, high-grade alkaline gold system located on
the island of Viti Levu in Fiji, close to major infrastructure including Nadi International Airport and port
facilities. Centred on the Tuvatu underground mine and processing plant within the broader Navilawa
Caldera, the project already hosts a high-grade resource and is being advanced as a low-cost
underground operation with significant potential for both production growth and additional discoveries
across multiple mineralised zones within the company's extensive mining lease and exploration licence
area.
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.
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 optimisation across multiple jurisdictions. Led by Chief Executive Officer
Campbell Olsen, Arete's principals have been responsible for identifying, funding and transforming a
series of t 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 optimising
mine plans, lifting productivity and unit margins, and prioritising 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,
Walter Berukoff,
President, Chairman of the Board
Contact Information
Email:
Phone: 1-855-805-1250 (tollfree North America)
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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in
the United States. The securities described 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 state securities
laws and may not be offered or sold in the United States absent registration or an applicable exemption
from such registration requirements.
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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