Lion One Announces Conditional Approval of the Non-Brokered Private Placement with Arete Capital

Core Viewpoint - Lion One Metals Limited has received conditional approval from the TSX Venture Exchange for a non-brokered private placement financing, which is expected to close on March 27, 2026, with gross proceeds of C$15,050,032 from Arete Capital Advisor Pty Ltd [1][2][3]. Financing Details - Arete has subscribed for 44,264,800 units at a price of C$0.34 per unit, with each unit consisting of one common share and one common share purchase warrant [3]. - Each warrant allows the subscriber to acquire one common share at a price of C$0.39 for three years following the closing of the offering [3]. - The common shares purchased represent 9.9% of the company's outstanding common shares on a pro forma basis [3]. Use of Proceeds - The net proceeds from the offering will be used to fund strategic initiatives at the Tuvatu Alkaline Gold Project in Fiji, including improvements in mill throughput capacity, flotation circuit enhancements, underground development, and investments in mining equipment [5]. - The company also plans to use some proceeds to cushion its working capital covenants under its senior debt facility, which matures in August 2026 [5]. Investor Rights Agreement - Upon closing, the company will enter into an Investor Rights Agreement with Arete, granting Arete certain rights as a significant shareholder, including board nomination rights and pre-emptive rights [6][10]. - Arete will have the right to designate one nominee to serve as a director for as long as its ownership interest is at least 9.9% [7]. - The agreement will terminate if Arete's ownership falls below the minimum qualification threshold [11]. Management Services Agreement - The company plans to enter into a Management Services Agreement with Arete, which will provide management and advisory services for the Tuvatu Project [12]. - Arete will be compensated with a management fee of C$750,000 per year, plus potential incentive compensation based on key performance indicators [15]. - The agreement is renewable after an initial five-year term and can be terminated by the company under certain conditions [16]. Company Overview - Lion One Metals Limited is an emerging Canadian gold producer with operations at the Tuvatu Alkaline Gold Project in Fiji, which includes a high-grade gold deposit and various mining facilities [18]. - The company holds an extensive exploration license covering the Navilawa Caldera, which hosts multiple mineralized zones [18]. About Arete Capital Corp. - Arete is a specialist mining investment and operating group focused on high-quality mid-tier gold and base metal assets, with a track record in mine acquisition and management [19]. - The team combines operational expertise with experience in capital markets, aiming to optimize mine plans and enhance productivity [20].