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Lion One Announces Closing of Second Tranche of LIFE Offering and Upsize of Sidecar Private Placement

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Lion One Announces Closing of Second Tranche of LIFE Offering and Upsize of Sidecar Private Placement

 

 

 

 

 

Lion One Metals Limited (TSX-V: LIO) (OTCQX: LOMLF) is pleased to announce that it has closed the second tranche of its previously announced and upsized non-brokered private placement for aggregate gross proceeds of $25,000,000. Pursuant to the closing of the LIFE Offering, the Company issued an aggregate of 78,125,000 units at a price of $0.32 per Offered Unit, pursuant to the listed issuer financing exemption available under National Instrument 45-106 – Prospectus Exemptions. 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 and one Common Share purchase 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 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 to Canaccord Genuity Corp., Ventum Financial Corp. and Golden Capital Consulting Ltd., in accordance with the policies of the TSX Venture Exchange 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.

 

Posted October 20, 2025

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