en.Wedoany.com Reported - Lion One Metals Limited (TSXV: LIO, OTCQX: LOMLF) plans to conduct two non-brokered private placements with a total aggregate amount of up to C$17 million, with proceeds to be used for repaying maturing debts and supplementing working capital.
The first placement involves a non-brokered private issuance of up to 14,000 convertible debenture units at a price of C$1,000 per unit, with expected total proceeds of up to C$14 million. Each debenture unit consists of one 10% subordinated secured convertible debenture with a face value of C$1,000, convertible into 7,692 common shares at a conversion price of C$0.13 per share, maturing four years from the date of issuance; and 7,692 common share purchase warrants, each exercisable to purchase one common share at an exercise price of C$0.175 per share, valid for four years. The conversion price and exercise price represent premiums of 8% and 35%, respectively, over the closing price of the common shares on the date of issuance. If the closing price of the common shares exceeds C$1.00 for 20 consecutive trading days, the company has the right, upon at least 90 days' written notice, to convert all outstanding principal amounts of the convertible debentures into common shares at the conversion price. Interest accrues at an annual rate of 10% from the date of issuance, payable at the end of each year, and will be paid in common shares upon regulatory approval. The convertible debentures are secured by a general security agreement over all existing and future property of the company, rank pari passu with other convertible debentures, senior to unsecured securities, and subordinate to existing and future senior secured indebtedness. All convertible debentures and warrants issued in connection with this offering will be subject to a statutory hold period expiring four months and one day from the date of issuance.
The second placement involves a non-brokered private issuance of up to 23,076,923 units at a price of C$0.13 per unit, with total proceeds of up to C$3 million. Each unit consists of one common share and one common share purchase warrant, each warrant exercisable at C$0.175 per share, maturing 36 months from the date of issuance. Securities issued under this placement will be subject to a four-month hold period.
The offering and private placement are expected to close on or around June 30, 2026, and may be completed in one or more tranches. Conditions to closing include approval from the TSX Venture Exchange (TSXV) and approval from lenders under the company's senior secured loan facility represented by Nebari Collateral Agent, LLC. Major subscribers include Concept Capital Management, a related party shareholder of the company, and other existing shareholders. Insider participation constitutes a related party transaction, but the company intends to rely on exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101.
Net proceeds will be used to satisfy upcoming payment obligations under the facility and to remedy the company's current working capital covenant defaults under the facility agreement; any additional proceeds will be used for general corporate and working capital purposes.
Lion One is a Canadian gold producer headquartered in North Vancouver, which commenced operations in late 2023 at its 100%-owned Tuvatu alkaline gold project in Fiji. The project includes the Tuvatu high-grade alkaline gold deposit, an underground gold mine, a trial plant, a tailings storage facility, and an assay laboratory. The company also holds an exploration license covering the entire Navilawa Caldera, which hosts multiple mineralized zones and exploration targets.
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