Mr. Walter Berukoff reports

LION ONE ANNOUNCES CEO APPOINTMENT, ARETE TRANSACTION UPDATE, AND CREDIT FACILITY UPDATE

Lion One Metals Ltd. has appointed Campbell Olsen as chief executive officer and director.

Mr. Olsen has had a long career in investment and operational management in the mining industry. He has deep experience in international private equity practice and process having spent several years as an investment manager with Nomura Jafco and then general manager (Australasia) with Advent International, a Boston-based multibillion-dollar international private equity company.

Mr. Olsen has managed resource investment in Australia, Europe and Latin America across the precious metals exploration and mining sectors across all aspects of operations. He is deeply experienced in high-grade underground gold mining. He is a director of North Stawell Minerals, and advisory board member of the Association of Mining and Exploration Companies (AMEC) Victoria and the Australian Gold Conference group. Mr. Olsen holds a bachelor of engineering and a master in business administration from Melbourne Business School.

Walter Berukoff, chairman of Lion One's board of directors and president of the company, commented, "On behalf of the board and management team, we welcome Campbell Olsen to the company and look forward to unlocking shareholder value."

Board and management

The company's board of directors now comprises Mr. Berukoff (chairman), Richard Meli, Todd Romaine, David Anderson and Mr. Olsen. The officers of the company are Mr. Olsen (CEO), Mr. Berukofff (president), Tony Young (chief financial officer) and Hamish Greig (vice-president and corporate secretary).

Mr. Olsen will serve as Arete Capital's nominee to the board of the company pursuant to the investor rights agreement that is expected to be entered into on completion of the transaction announced on Dec. 30, 2025.

Arete transaction update

The proposed investment transaction with Arete Capital announced on Dec. 30, 2025, remains under review by the TSX Venture Exchange. Completion of the transaction, including the entering into of the management services agreement and investor rights agreement to be entered into upon the closing of Arete Capital's proposed $15-million equity investment in the company, remains subject to the review and approval of the TSX Venture Exchange. Mr. Olsen is the only anticipated change to the senior management of the company. Mr. Olsen has been appointed as CEO ahead of the completion of the transaction in order for the company to have a CEO in office as required by TSX-V rules.

Credit facility update

The company also announces that it has received a notice from Nebari Collateral Agent LLC, on behalf of the lenders under the company's senior secured loan facility, stating that an event of default has occurred and is continuing under the facility effective as of Jan. 31, 2026.

Nebari's notice states that the defaults arise from non-financial covenants and from what Nebari asserts to be a "material adverse effect" under the facility, in each case as set out in the facility and related documents. The notice further states that, as a consequence, the margin component of the interest rate payable under the facility has increased in accordance with the terms of the facility, effective Feb. 20, 2026, and will remain at the default rate until the events of default have been remedied or otherwise resolved to Nebari's satisfaction.

Lion One is in active discussions with Nebari with a view to stabilizing its financing arrangements and addressing the issues raised in the notice.

Other updates

The company also announces it has terminated a service agreement with Couloir Capital in respect of market research.

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