Lion One Announces Closing of Second Tranche of Non-Brokered Private Placement of Convertible Debenture Units and Units for Aggregate Gross Proceeds of $17.5 Million

Lion One Metals Limited has closed the second tranche of a non-brokered private placement, raising $17.5 million in aggregate gross proceeds. The capital raise consists of convertible debenture units priced at $1,000 per unit, featuring a 10% sub-secured interest and conversion rights at $0.13 per share, alongside warrants exercisable at $0.175. The offering also includes equity units issued at $0.13 per unit, which carry warrants exercisable at $0.175.

The primary use of proceeds is to satisfy upcoming payment obligations under the senior secured loan facility with Nebari Gold Fund entities and to cure an ongoing working capital covenant default. Secondary uses include general corporate and working capital purposes. Finder’s fees of approximately $125,351 were paid to multiple broker-dealers involved in the transaction.

In parallel corporate developments, the company entered into a transition agreement with Concept Capital Management Ltd., resolving a shareholder requisition and establishing a standstill on dissident actions. The Board also approved a stock option grant of 18.9 million options at $0.16 per share to align management incentives. The securities are subject to a statutory hold period of four months and one day, and TSXV acceptance remains pending.

Lion One Metals Limited (LIO) has secured a financing arrangement described as a necessary liquidity lifeline rather than a growth catalyst. The deal directly addresses a known default on its Nebari facility and a working capital covenant breach, issues that were previously disclosed in February and April 2026.

The transaction involves significant dilution, with approximately 135 million potential new shares and warrants issued at prices of $0.13 and $0.175, respectively. These strike prices trade below the current share price of $0.14 and are well below the $0.32–$0.34 levels observed in late 2025.

Market reaction has already reflected the company's distress, with the stock declining approximately 63% from its January 2026 high to lows reached in June and July.

Lion One Metals Limited operates the 100% owned Tuvatu Alkaline Gold Project in Fiji. The asset features a 300 TPD pilot plant currently in operation, with expansion to 600 TPD targeted. Underground mining focuses on narrow-vein, high-grade gold using shrinkage and cut-and-fill methods. Regional exploration covers the Navilawa Caldera, which has more than 30 targets, and the Wailoaloa copper-gold porphyry discovery. Infrastructure includes an on-site assay lab, metallurgical testing facility, and company-owned drill fleet.