Lion One Metals Limited (TSXV: LIO,OTC:LOMLF) (OTCQX: LOMLF) (“Lion One” or the “Company”) is pleased to announce that it has completed its previously announced and expanded unbrokered sidecar private placement for gross proceeds of $8,310,245.44 (the “Sidecar Private Placement”). The Sidecar Private Placement was completed in addition to the Company’s recently completed unbrokered private placement pursuant to the publicly traded issuer financing exemption available under National Instrument 45-106 – Prospectus Exemptions for aggregate gross proceeds of $25,000,000 (the “LIFE Offering”).
As a result of the closing of the Sidecar Private Placement, the Company issued a total of 25,969,517 units (the “Units offered“) at a price of $0.32 per unit offered (the “Issue price“). Pursuant to the Sidecar Private Placement and the LIFE Offering, the Company raised aggregate gross proceeds of $33,632,005.12, representing the issuance of an aggregate of 105,100,016 Offered Units at the Issue Price. Each Offered Unit issued pursuant to the Sidecar Private Placement and the LIFE Offering consisted of one common share of the Company (a “).Just Part“) and one purchase warrant for common shares (a “Deposit“). Each Warrant entitles 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.
Ian Berzins, CEO of Lion One, said: “We are very pleased with the overwhelming demand we have received for this upgraded LIFE offering and Sidecar Private Placement. This demand represents a strong vote of confidence in Lion One. With today’s completion of the Sidecar Private Placement, we can now accelerate the purchase of several key pieces of underground mobile equipment, further advancing the mine development and further increase production in Tuvatu. We can also guarantee the completion of the work. flotation plant in the first quarter of 2026, which will increase our gold recovery to over 90%. The company is well positioned to benefit from the strong gold price environment and we are very excited about what lies ahead as we continue to ramp up development and production at Tuvatu.”
The Company intends to use the net proceeds from the LIFE Offering and the Sidecar Private Placement to finance the development of the Company’s 100% owned and fully permitted Tuvatu Gold Project, the repayment of principal and interest on the Company’s loan facility with Nebari, and for working capital purposes.
In connection with the Sidecar Private Placement, the Company paid aggregate finder’s fees of $635,904 in cash and issued 1,987,200 finder’s warrants (the “Finder’s orders“) to Canaccord Genuity Corp., Ventum Financial Corp., Golden Capital Consulting Ltd. and Hasselbom Forvaltning AB, in accordance with the policies of the TSX Venture Exchange (the “TSX-V“) which represents a cash commission equal to 8% of the gross proceeds of buyers introduced to the Company by eligible finders and 8% of the total number of Offered Units sold to buyers introduced to the Company by eligible finders. Instead of receiving $321,760 in cash, one finder received 1,005,500 Offered Units at the Issue Price, which Offered Units are included in the total number of Offered Units issued under the Sidecar Private Placement. Each of the Finder’s Warrants entitles the holder to purchase one common share at an exercise 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 listing of the common shares issued and issuable pursuant to the Sidecar Private Placement and the LIFE offering remains subject to final acceptance by the TSX-V. The securities issued under the Sidecar Private Placement are subject to a Canadian statutory hold period of four months and one day from the date of issuance. The securities issued under the LIFE offering are not subject to Canadian resale restrictions. The Finder’s Warrants and any common shares issuable upon exercise thereof are subject to a Canadian statutory hold period of four months and one day.
For more information about the LIFE offering, please refer to the Company’s press releases dated October 20, 2025 and September 24, 2025, available on the Company’s profile on SEDAR+ at www.sedarplus.ca.
Certain subscribers under the Sidecar Private Placement are members of the Company’s management. The issuance of Offered Units to the management of the Company constitutes a ‘related party transaction’ as defined under Multilateral Instrument 61-101 (“MI 61-101“). This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities issued nor the consideration paid by such persons will exceed 25% of the Company’s market capitalization. The Company has not filed a material change report with respect to the transaction with 21 days prior to the closing of the Sidecar Private Placement related parties, as the details of the participation of Company insiders had not been confirmed at that time. time.
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 the 100% owned Tuvatu Alkaline Gold Project in Fiji. The Tuvatu project includes the high-grade Tuvatu Alkaline Gold Deposit, underground gold mine, pilot plant and testing laboratory. The company also holds an extensive exploration license covering the entire Navilawa Caldera, which is home to multiple mineralized zones and highly promising exploration targets.
On behalf of the board of
Lion One Metals Limited
“Walter Berukoff“
Chairman of the Council
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 press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements other than statements of historical fact may constitute forward-looking statements or information. Forward-looking statements are often identified by words such 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 material expectations and assumptions of the company’s management. Forward-looking statements in this press release include statements regarding the expected use of proceeds from the LIFE Offering and the Sidecar Private Placement, the Company’s focuses following completion of the LIFE Offering and the Sidecar Private Placement and the final approval of the TSX-V. Although the Company’s management 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 as there can be no assurance 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 the Company’s management regarding 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 may differ materially from those currently expected due to a number of factors and risks, including the timing of the TSX-V approval; with regard to the use of the proceeds, the adequacy 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 press release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this press release are made as of the date of this press release and no undertaking is made to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.
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