Lion One closes offering tranche, increases financing

Executive Summary

• Lion One Metals Ltd. has closed the second tranche of its LIFE (Listed Issuer Financing Exemption) offering, raising $5,969,847 in gross proceeds by issuing 18,557,334 units.
• The company has upsized its concurrent non-brokered sidecar private placement from $7 million to $9 million due to increased investor demand, with a expected closing date of October 22, 2025.
• Net proceeds from both financings will be used to finance the Tuvatu gold project, repay Nebari loan facilities, and for working capital.

Key Details

• LIFE Offering (Second Tranche):
  • Status: Closed.
  • Gross Proceeds: $5,969,847.
  • Units Issued: 18,557,334 units.
  • Price: 32 cents per unit.
  • Structure: Each unit consists of one common share and one common share purchase warrant.
  • Warrant Terms: Exercisable at 42 cents per share for a period of three years from issuance.
  • Context: This represents the maximum amount raisable under the current LIFE exemption.
• Sidecar Private Placement (Upsized):
  • Status: Announced/Upsized (Closing expected on or about Oct. 22, 2025).
  • Original Amount: $7 million.
  • New Amount: $9 million.
  • Units to be Issued: Up to 28,125,000 offered units.
  • Price: Same terms as LIFE offering (32 cents per unit).
  • Structure: Each unit consists of one common share and one common share purchase warrant (same terms as LIFE).
• Use of Proceeds:
  • Development of the 100%-owned, fully permitted Tuvatu gold project.
  • Repayment of principal and interest for the loan facility with Nebari.
  • Working capital purposes.
• Finder’s Fees (LIFE Offering):
  • Cash Fees Paid: $384,769.28 (representing 7% of gross proceeds from introduced purchasers).
  • Finder Warrants Issued: 1,202,403 warrants to Canaccord Genuity Corp., Ventum Financial Corp., and Golden Capital Consulting Ltd.
  • Finder Warrant Terms: Exercisable at 32 cents per share for two years.
  • Alternative Compensation: One finder received 98,437 offered units in lieu of $31,500 in cash.
• Finder’s Fees (Sidecar Placement):
  • Cash Commissions: Up to 8% of gross proceeds from introduced purchasers.
  • Finder Warrants: Up to 8% of aggregate units sold to introduced purchasers.
  • Finder Warrant Terms: Exercisable at 32 cents per share for 24 months.
• Regulatory & Legal:
  • Securities issued pursuant to National Instrument 45-106 (Prospectus Exemptions).
  • Statutory hold period of four months and one day for offered units.
  • Canadian four-month-and-one-day resale restriction for finder's warrants and underlying shares.
  • Sidecar closing subject to customary conditions, including TSX-V listing conditions.