Lion One Metals (OTC: LOMLF) details Form D exempt U.S. offering

Rhea-AI Filing Summary

Lion One Metals Ltd., a British Columbia corporation, filed a Form D notice for an exempt U.S. securities offering under Rule 506(b) of Regulation D. The new notice reports an initial U.S. sale of $35,213 USD, with the first sale occurring on June 29, 2026.

The offering covers multiple security types, including equity, debt, warrants or similar rights, and securities issuable upon exercise of those rights. A further $10,731,644 of securities were sold to investors outside the United States, based on a June 29, 2026 exchange rate of C$1.00 = US$0.70426. Reported finders' fees are $0.

Key Figures

U.S. Reg D amount sold: $35,213 USD Non-U.S. amount sold: $10,731,644 Exchange rate: C$1.00 = US$0.70426 +2 more

5 metrics

U.S. Reg D amount sold $35,213 USD Total amount sold to U.S. investors under Regulation D

Non-U.S. amount sold $10,731,644 Additional securities sold to investors outside the United States

Exchange rate C$1.00 = US$0.70426 Foreign exchange rate used as of June 29, 2026

Date of first sale 2026-06-29 First sale date for the exempt securities offering

Finders' fees $0 USD Finders' fees reported in connection with the offering

Key Terms

Form D, Regulation D, Rule 506(b), accredited investors, +1 more

5 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"Rule 506(b) exemption is claimed for the offering"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

accredited investors regulatory

"sold to persons who do not qualify as accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

finders' fees financial

"amounts of sales commissions and finders fees expenses"

A finders' fee is a payment made to a person or firm that introduces two parties who then complete a business deal, such as a sale, investment or loan. Think of the finder as a matchmaker who gets paid for bringing the parties together; for investors this matters because the fee reduces the deal’s net proceeds, can affect returns, and may signal a potential conflict of interest that should be disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/15/2026 - 11:18 AM Accepted by SEC EDGAR 07/09/2026 - 12:30 PM Learn about SEC filing dates

FAQ

What type of exempt offering did Lion One Metals (LOMLF) report?

Lion One Metals reported an exempt U.S. securities offering under Rule 506(b) of Regulation D. This allows a private placement to accredited investors without full registration, subject to specific investor and disclosure requirements.

How much did Lion One Metals (LOMLF) sell under Regulation D in the U.S.?

Lion One Metals sold $35,213 USD of securities in the United States under Regulation D. This figure reflects only the U.S. portion of the offering and excludes additional sales made to investors outside the United States.

What additional amount did Lion One Metals (LOMLF) sell to non-U.S. investors?

The company reports an additional $10,731,644 of securities sold to investors outside the United States. This amount is based on a June 29, 2026 foreign exchange rate of C$1.00 = US$0.70426 for currency translation purposes.

When did Lion One Metals (LOMLF) first sell securities in this offering?

The first sale in this exempt offering occurred on June 29, 2026. That date anchors both the reported U.S. sales under Regulation D and the foreign exchange rate used to translate additional non-U.S. investor purchases.

What kinds of securities are included in Lion One Metals’ (LOMLF) Form D offering?

Lion One Metals’ offering includes equity, debt, warrants or similar rights, and securities issuable upon exercise of those rights. This mix allows participation through both direct securities and derivative-style instruments.

Did Lion One Metals (LOMLF) report any finders’ fees on this offering?

The company disclosed $0 USD in finders’ fees related to the offering. This indicates no separate compensation was reported as paid to third-party finders for introducing investors into this particular transaction.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001509397

X-Tal Minerals Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Lion One Metals Ltd.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Lion One Metals Ltd.
Street Address 1		Street Address 2
267 WEST ESPLANADE		SUITE 306
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NORTH VANCOUVER	BRITISH COLUMBIA, CANADA	V7M 1A5	(604) 998-1250

3. Related Persons

Last Name	First Name	Middle Name
Romaine	Todd
Street Address 1	Street Address 2
267 West Esplanade	Suite 306
City	State/Province/Country	ZIP/PostalCode
North Vancouver	BRITISH COLUMBIA, CANADA	V7M 1A5

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman of the Board

Last Name	First Name	Middle Name
Meli	Richard
Street Address 1	Street Address 2
267 West Esplanade	Suite 306
City	State/Province/Country	ZIP/PostalCode
North Vancouver	BRITISH COLUMBIA, CANADA	V7M 1A5

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Eldem	Tayfun
Street Address 1	Street Address 2
267 West Esplanade	Suite 306
City	State/Province/Country	ZIP/PostalCode
North Vancouver	BRITISH COLUMBIA, CANADA	V7M 1A5

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Anderson	David	G.
Street Address 1	Street Address 2
267 West Esplanade	Suite 306
City	State/Province/Country	ZIP/PostalCode
North Vancouver	BRITISH COLUMBIA, CANADA	V7M 1A5

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Berzins	Ian
Street Address 1	Street Address 2
267 West Esplanade	Suite 306
City	State/Province/Country	ZIP/PostalCode
North Vancouver	BRITISH COLUMBIA, CANADA	V7M 1A5

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President and Chief Executive Officer

Last Name	First Name	Middle Name
Young	Tony
Street Address 1	Street Address 2
267 West Esplanade	Suite 306
City	State/Province/Country	ZIP/PostalCode
North Vancouver	BRITISH COLUMBIA, CANADA	V7M 1A5

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Greig	Hamish
Street Address 1	Street Address 2
267 West Esplanade	Suite 306
City	State/Province/Country	ZIP/PostalCode
North Vancouver	BRITISH COLUMBIA, CANADA	V7M 1A5

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice President and Corporate Secretary

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-06-29				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$35,213	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

Amount disclosed represents only the amount sold under Regulation D in the United States. An additional $10,731,644 was sold to investors outside of the United States. Information is based on the June 29, 2026 exchange rate of C$1.00 = US$0.70426.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

3

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Lion One Metals Ltd.	/s/ Tony Young	Tony Young	Chief Financial Officer	2026-07-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.