NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR DISSEMINATION IN THE UNITED STATES OF AMERICA
North Vancouver, B.C., September 16, 2016. Lion One Metals Limited (TSX-V: LIO) (ASX: LLO) (OTCQX: LOMLF) (FSX: LY1) (the “Company”) is pleased to announce it has received TSX Venture Exchange (“TSX-V”) approval for the completion of its non-brokered private placement (the “Private Placement”) announced August 30, 2016. The Company has sold 41,536,436 units at a price of $0.92 for gross proceeds of $38,213,521 and has increased the number of issued shares of the Company to 101,712,044. Proceeds of the Private Placement will be used to fund the exploration and development of the Company’s 100% owned and fully permitted high grade Tuvatu Gold Project in Fiji and for working capital purposes.
Each unit in the Private Placement consists of one common share (the “Common Shares”) and one transferable common share purchase warrant (the “Warrants”). The Warrants are exercisable at a price of $1.35 per share until March 16, 2018, subject to an accelerated expiry option whereby the Company can trigger an accelerated 30-day expiry of the Warrants if the closing price of the Company’s Common Shares listed on the TSX-V remain higher than $1.75 for 20 consecutive trading days. On the 20th consecutive trading day above $1.75 (the “Acceleration Trigger Date”), the Warrant expiry date may be accelerated to 30 trading days after the Acceleration Trigger Date by the issuance of a news release announcing such acceleration, within two trading days of the Acceleration Trigger Date. The Warrants, if fully exercised, represent $56,074,189 of additional gross proceed potential. All securities issuable pursuant to this Private Placement are subject to a four month hold period expiring on January 17, 2017.
Significant institutional investors in the Private Placement include New York-based investment firm Donald Smith Value Fund, L.P. (“Donald Smith”) which acquired 14,250,000 units in the Private Placement for gross proceeds of $13,110,000 and has become the Company’s largest institutional shareholder and a new insider of the Company, holding 14.01% of the Company on an undiluted basis, or 19.90% on a fully diluted basis. This is Donald Smith’s first acquisition of Common Shares of the Company. In connection with the Private Placement the Company has paid an aggregate of $1,898,402 in finders’ fees in accordance with the policies of the TSX Venture Exchange.
As a result of the Private Placement, Donald Smith will be required to file an early warning report. Donald Smith has acquired Common Shares for investment purposes.
For more information on Lion One including technical reports please visit the Company’s website at www.liononemetals.com or the SEDAR website at www.sedar.com. For more information or to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the Private Placement, please see the Company’s profile on SEDAR or contact Donald Smith at (212) 284-0990 or at the following address: 152 W. 57th Street, 22nd Floor, New York, New York 10019.
On behalf of Lion One Metals Limited
“Walter H. Berukoff”
Chief Executive Officer
For further information please contact
Stephen Mann, Managing Director (Perth, Western Australia) Tel: 61-417182312
Hamish Greig, Vice President (North Vancouver, BC) Tel: 604-973-3008
Joe Gray, Investor Relations (North Vancouver, BC) Tel: 604-973-3004
Toll Free IR Line (North America) Tel: 1-855-805-1250
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release may contain “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information reflects Lion One Metals Limited’s current beliefs and is based on information currently available to Lion One Metals Limited and on assumptions Lion One Metals Limited believes are reasonable. These assumptions include, but are not limited to, the actual results of exploration projects being equivalent to or better than estimated results in technical reports, assessment reports, and other geological reports or prior exploration results. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Lion One Metals Limited or its subsidiaries to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the early stage development of Lion One Metals Limited, general business, economic, competitive, political and social uncertainties; the actual results of current research and development or operational activities; competition; uncertainty as to patent applications and intellectual property rights; product liability and lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation, affecting mining, timing and availability of external financing on acceptable terms; not realizing on the potential benefits of technology; conclusions of economic evaluations; and lack of qualified, skilled labor or loss of key individuals. Although Lion One Metals Limited has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Lion One Metals Limited does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States without registration, or exemption from registration, under such laws.