Lion One Metals Limited has entered into a subscription agreement with Arete Capital Advisory Pty Ltd, a specialist mining investment syndicate, marking a major strategic partnership for the company’s Tuvatu Gold Mine in Fiji.
Under a non-brokered private placement, Arete has agreed to acquire 44,264,800 units at $0.34 per unit, generating gross proceeds of $15.05 million for Lion One. Each unit comprises one common share and one common share purchase warrant, exercisable at $0.39 for three years. The investment represents approximately 9.9 per cent of Lion One’s outstanding shares on a pro forma basis and carries a 16.4 per cent premium to the 20-day volume-weighted average price on the TSX Venture Exchange.
The arrangement also establishes a broader strategic collaboration. Upon closing, Lion One and Arete will enter an investor rights agreement and a master services agreement. Arete will provide management services for the operation of the Tuvatu Gold Mine, acting as operator under the oversight of Lion One’s board of directors. The master services agreement has an initial five-year term, with extension options, and includes performance incentives and share-based compensation.
Lion One Chairman and President Walter Berukoff said the partnership strengthens the company’s growth prospects.
"I look forward to welcoming Arete as a new shareholder and strategic partner of Lion One," Berukoff said. "Arete’s decision to make a cornerstone investment in the Company reflects the quality, scale potential and strategic relevance of our Tuvatu Gold Mine in Fiji. With the benefit of Arete’s technical engagement through the MSA, Lion One will be positioned to systematically advance Tuvatu and build long-term value for shareholders."
Campbell Olsen, representing Arete, said the investment reflects the mine’s potential.
"We are delighted to become a long‑term strategic partner to Lion One at this pivotal stage in the evolution of the Tuvatu Gold Mine," Olsen said. "In our view, Tuvatu is a rare, high‑grade alkaline gold system with district‑scale potential, established infrastructure and a pipeline of targets across the broader Navilawa Caldera that together offer a compelling platform for production growth and resource expansion. We see many investment options and projects globally every year and we believe this ranks amongst the best opportunities ever reviewed."
Olsen added that Arete’s experience in operational, technical and financial management of mid-tier gold assets will help unlock incremental value at Tuvatu through disciplined mine optimisation, targeted capital investment and data-driven exploration.
Proceeds from the offering will be used for general corporate purposes and to support debt restructuring. The closing of the placement remains subject to regulatory approvals, including conditional approval from the TSX Venture Exchange, and the issued shares and warrants will be subject to a statutory hold period of four months and one day.
The Tuvatu Gold Project is a 100 per cent Lion One-owned, high-grade alkaline gold system located on Viti Levu, Fiji, close to Nadi International Airport and port facilities. The project centres on an underground mine and processing plant within the Navilawa Caldera and is being advanced as a low-cost operation with significant potential for production growth and exploration across multiple mineralised zones.
Headquartered in North Vancouver, Canada, Lion One Metals operates the Tuvatu Alkaline Gold Project in Fiji. The company’s operations include the underground mine, pilot plant, assay laboratory, and extensive exploration licenses across the Navilawa Caldera.
Arete is a specialist mining investment and operating group focused on high-quality mid-tier gold and base metal assets. Led by CEO Campbell Olsen, Arete provides operational, technical and financial expertise to optimise mining assets and deliver long-term shareholder value.
