Lion One Announces Overnight Marketed Offering

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NORTH VANCOUVER, BC, Feb. 5, 2025 /CNW/ – Lion One Metals Limited LIO LOMLF (“Lion One” or the “Company“) is pleased to announce that it is commencing an overnight marketed public offering of units (the “Offered Units“) of the Company for anticipated gross proceeds of up to C$7.5 million (the “Offering“).

The Offering is expected to be completed pursuant to an underwriting agreement (the “Underwriting Agreement“) to be entered into between the Company, Stifel Nicolaus Canada Inc. as lead underwriter and sole bookrunner (“Stifel” or “Lead Underwriter“), and a syndicate of underwriters to be determined (collectively with the Lead Underwriter, the “Underwriters“).

In connection with the Offering, up to 22,058,824 units (the “Units“) of Lion One will be issued at a price of C$0.34 per Unit (the “Issue Price“) for total gross proceeds of up to C$7,500,000 (the “Offering“). In addition, the Company will grant the Underwriters an over-allotment option (the “Over-Allotment Option“) exercisable, in whole or in part, in the sole discretion of the Underwriters, 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.

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