Lion One to receive $15-million investment from Arete

Executive Summary

• Lion One Metals Ltd. entered into a subscription agreement with Arete Capital Advisory Pty. Ltd. for a non-brokered private placement of 44,264,800 units at 34 cents per unit, raising gross proceeds of $15,050,032.
• The transaction establishes a strategic partnership where Arete acquires a 9.9% equity stake and will provide management services for the Tuvatu gold mine in Fiji under a five-year Master Services Agreement (MSA).
• Arete will nominate one director to the board and receive base compensation, performance incentives, and share-based compensation, while proceeds are designated for general corporate purposes and debt restructuring.

Key Details

• Transaction Structure: Non-brokered private placement of 44,264,800 units.
• Price: 34 cents per unit.
• Gross Proceeds: $15,050,032.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Each warrant allows the acquisition of one common share at an exercise price of 39 cents for a period of three years following closing.
• Equity Stake: The common shares represent 9.9% of the company's outstanding shares on a pro forma basis (excluding warrant exercise).
• Premium: The issue price represents a 16.4% premium to the trailing 20-day volume-weighted average price on the TSX Venture Exchange.
• Investor Rights Agreement: Arete is entitled to nominate one director to the board, provided it maintains a 9.9% equity interest. It also holds customary anti-dilution and participation rights to maintain its interest and participate in future equity financings.
• Master Services Agreement (MSA):
  • Arete will provide management services and become the operator of the Tuvatu gold mine in Fiji.
  • Initial term is five years, subject to extension.
  • Arete is entitled to base compensation, performance incentives, and share-based compensation.
• Use of Proceeds: General corporate purposes and to support debt restructuring.
• Closing Conditions: Subject to necessary approvals, including conditional exchange approval.
• Hold Period: Common shares and warrants are subject to a statutory hold period in Canada expiring four months and one day from closing.

Notable Quotes

• 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."
• 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."