Lion One arranges $15-million private placement

Executive Summary

• Lion One Metals announced a non‑brokered private placement (LIFE offering) of up to 46,875,000 units at C$0.32 per unit, targeting gross proceeds of up to $15 million.
• The company entered into a forbearance agreement with its senior secured lenders (Nebari funds), waiving the working‑capital covenant and extending compliance through Dec 31 2025.
• Net proceeds will be used to develop the 100% owned Tuvatu gold project, repay loan principal and interest, and fund working‑capital needs.

Key Details

• Offering Structure: Up to 46,875,000 units; each unit = 1 common share + 1 common share purchase warrant.
• Pricing & Proceeds: C$0.32 per unit; total gross proceeds target up to $15 million.
• Warrant Terms: Exercise price C$0.42 per share; exercisable for three years from issuance.
• Closing Timeline: Expected on or around 23 Sept 2025; may close in one or more tranches; subject to customary conditions and TSX‑V listing approvals.
• Forbearance Agreement: Nebari Gold Fund 1 LP, Nebari Natural Resources Credit Fund I & II LP waive the working‑capital covenant; agreement effective through 31 Dec 2025.
• Covenant Impact: Tranche 1 facility (maturing Aug 2026) classified as current liability, affecting working‑capital covenant; forbearance mitigates this until capital is raised.
• Use of Proceeds:
• Development of the fully permitted Tuvatu high‑grade gold project (underground mine, pilot plant, assay lab).
• Repayment of principal and interest on Nebari loan facility.
• General working‑capital purposes.
• Finder’s Fees: Up to 7 % cash commission of gross proceeds plus finder warrants equal to up to 7 % of units sold to introduced purchasers; finder warrants exercisable at C$0.32 per share for 24 months.
• Resale Restrictions: Securities offered will not be subject to Canadian resale restrictions under applicable securities laws.

Notable Quotes

(No direct quotes were provided in the release.)