Lion One closes $17.5M convertible debenture placement
Key facts
- C$18M PP
- C$0.13/unit
- +1 wt @ C$0.175
- Jul 10 close
North Vancouver, British Columbia--(Newsfile Corp. - July 10, 2026) - Lion One Metals Limited (TSXV: LIO) (OTCQX: LOMLF) (" Lion One " or the " Company ") is pleased to announce that it has closed the second tranche of its previously announced non-brokered private placement offering of convertible debenture units of the Company (the " Debenture Units ") for gross proceeds of $14 million (the " Offering ") and its upsized non-brokered private placement of units (the " Units ") for gross proceeds of $3.5 million (the " Private Placement ") for aggregate gross proceeds of $17.5 million. The second tranche closing consisted of 1,500 Debenture Units for incremental gross proceeds of $1.5 million and 5,475,505 Units for incremental gross proceeds of $0.71 million. Pursuant to the Offering, the Company issued 14,000 Debenture Units at a price of $1,000 per Debenture Unit.
Each Debenture Unit consisted of (i) one 10% subordinated secured convertible debenture (a " Convertible Debenture ") having a face value of $1,000, convertible at a conversion price of $0.13 per Common Share into 7,692.3 Common Shares with a maturity date of 4 years from issuance; and (ii) 7,692.3 Common Share (as defined below) purchase warrants (the " Offering Warrants "), each entitling the holder to purchase one Common Share at an exercise price of $0.175 per Common Share for a period of 4 years from issuance. Pursuant to the Private Placement, the Company issued 26,923,080 Units at a price of $0.13 per Unit. Each Unit consisted of one common share of the Company (a " Common Share ") and one Common Share purchase warrant (a " Private Placement Warrant ").
Each Private Placement Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.175 per Common Share for a period of three years from the date of issuance. The Company intends to use the net proceeds from the Offering and Private Placement to satisfy upcoming payment obligations under the Company's senior secured loan facility (the " Facility ") with Nebari Gold Fund I, LP, Nebari Natural Resources Credit Fund I, LP, and Nebari Natural Resources Credit Fund II, LP (collectively, " Nebari ") and to cure the Company's ongoing working capital covenant default under the Facility. Any additional proceeds will be used for general corporate and working capital purposes.
The Company is also pleased to announce that it has entered into a transition agreement with Concept Capital Management Ltd. (" Concept Capital ") dated July 10, 2026 (the " Transition Agreement "). Pursuant to the Transition Agreement, Concept Capital has agreed to cease and withdraw its previous requisition for a Company shareholder meeting and agreed to a standstill on future dissident actions against the Company. Pursuant to the Transition Agreement, the Company has agreed to adopt a majority voting policy and other measures aimed at enhancing corporate governance practices and shareholder communication.
The Company has also agreed to reimburse Concept Capital for certain legal costs associated with the Transition Agreement. Additionally, the Company announces that the Board has approved a grant of an aggregate of 18,900,000 stock options (" Options ") to various employees, consultants, officers, and directors of the Company under the Company's omnibus equity incentive compensation plan (the " Omnibus Plan "). The objective of the Omnibus Plan is to create an incentive compensation program that is aligned with the Company's long-term objectives.
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