/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES/
NORTH
VANCOUVER, BC, Feb. 6, 2025
/CNW/ - Lion One Metals Limited (TSXV: LIO) (OTCQX:
LOMLF) ("Lion One" or the "Company") is pleased
to announce pricing and terms of its previously announced overnight
marketed underwritten offering (the "Offering") of 22,058,824 units
(each a "Unit") of the Company (the "Offered Units") at a public
offering price of C$0.34 for
aggregate gross proceeds of C$7,500,000.
Stifel Nicolaus Canada Inc. is acting as lead underwriter and
sole bookrunner (the "Lead Underwriter"), on behalf of a
syndicate of underwriters (collectively with the Lead Underwriter,
the "Underwriters"). The Company has agreed to grant the
Underwriters an over-allotment option exercisable, in whole or in
part, in the sole discretion of the Lead Underwriter, to purchase
up to an additional 15% of the number of Offered Units sold in the
Offering for up to 30 days after the closing, on the same terms and
conditions as the Offering
Each Unit will consist of one (1) common share of the Company (a
"Share") plus one (1) common share purchase warrant (each a
whole common share purchase warrant, a "Warrant"). Each
Warrant will entitle the holder thereof to purchase one Share (a
"Warrant Share") at an exercise price of C$0.41 for 36 months following the closing of the
Offering.
The net proceeds received by the Company from the sale of the
Offered Units will be used for development and exploration
expenditures at the Company's projects in Fiji, working capital and for general
corporate purposes.
The Offering will be made by way of a prospectus supplement (the
"Prospectus Supplement") to the Company's existing Canadian
short form base shelf prospectus dated January 31, 2025 (the "Base Shelf
Prospectus"). Upon completion of pricing of the Offering and
the signing of the Underwriting Agreement, the Prospectus
Supplement will be filed with the securities commissions in each of
the provinces of Canada. and will be available on SEDAR+ at
www.sedarplus.ca. Alternatively, the Prospectus Supplement and
related Base Shelf Prospectus may be obtained upon request by
contacting the Company or Stifel in Canada, attention:
ProspectusCanada@stifel.com. The Offered Units will be offered in
all provinces and territories of Canada except Québec and Nunavut. The Offered Units will not be offered
or sold in the United States
except under or Regulation D or in such other manner as to not
require registration under the United States Securities Act of
1933, as amended. The Offered Units may also be offered in those
jurisdictions outside of Canada
and the United States as agreed to
by the Company and the Underwriters provided that no prospectus
filing or comparable obligation arises and the Company does not
thereafter become subject to continuous disclosure obligations in
such jurisdictions.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities in the United States or any other jurisdiction in
which such offer, solicitation or sale would be unlawful. No
securities may be offered or sold in the
United States or in any other jurisdiction in which such
offer or sale would be unlawful absent registration under the U.S.
Securities Act of 1933, as amended, or an exemption therefrom or
qualification under the securities laws of such other jurisdiction
or an exemption therefrom. The closing of the Offering is expected
to occur on or about February 14,
2025 and is subject to the completion of formal
documentation and receipt of regulatory approvals, including the
approval of the TSX Venture Exchange.
About Lion One Metals Limited
Lion One Metals is an emerging Canadian gold producer
headquartered in North Vancouver BC, with new operations
established in late 2023 at its 100% owned Tuvatu Alkaline Gold
Project in Fiji. The Tuvatu
project comprises the high-grade Tuvatu Alkaline Gold Deposit, the
Underground Gold Mine, the Pilot Plant, and the Assay Lab. The
Company also has an extensive exploration license covering the
entire Navilawa Caldera, which is host to multiple mineralized
zones and highly prospective exploration targets.
On behalf of the Board of Directors
Walter Berukoff, Chairman and CEO
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains forward‐looking statements and
forward‐looking information within the meaning of applicable
securities laws. All statements other than statements of historical
fact may be forward‐looking statements or information.
Forward-looking statements are frequently identified by such words
as "may", "will", "plan", "expect", "anticipate", "estimate",
"intend" and similar words referring to future events and results.
The forward‐looking statements and information are based on certain
key expectations and assumptions made by management of the Company.
Forward-looking statements made in this news release include
statements regarding the results of the Offering and associated
marketing efforts, the use of proceeds of the Offering, and the
anticipating closing date of the Offering. Although management of
the Company believes that the expectations and assumptions on which
such forward-looking statements and information are based are
reasonable, undue reliance should not be placed on the
forward‐looking statements and information since no assurance can
be given that they will prove to be correct.
Forward-looking statements and information are provided for
the purpose of providing information about the current expectations
and plans of management of the Company relating to the future.
Readers are cautioned that reliance on such statements and
information may not be appropriate for other purposes, such as
making investment decisions. Actual results could differ materially
from those currently anticipated due to a number of factors and
risks, including, with respect to the Offering, the conditions of
the financial markets, availability of financing, timeliness of
completion of the Offering, and the timing of TSX Venture Exchange
approval; and with respect to the use of proceeds, the sufficiency
of the proceeds, the speculative nature of mineral exploration and
development, fluctuating commodity prices, and competitive, as
described in more detail in our recent securities filings available
at www.sedarplus.ca, including the Prospectus
Supplements. Accordingly, readers should not place undue reliance
on the forward‐looking statements and information contained in this
news release. Readers are cautioned that the foregoing list of
factors is not exhaustive. The forward‐looking statements and
information contained in this news release are made as of the date
hereof and no undertaking is given to update publicly or revise any
forward‐looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws. The forward-looking statements or
information contained in this news release are expressly qualified
by this cautionary statement.
SOURCE Lion One Metals Limited