Consolidated Lithium options 80% of Kwyjibo from Soquem

Executive Summary

• Consolidated Lithium Metals Inc. entered a non‑binding LOI with Soquem Inc. to earn up to an 80 % interest in the Kwyjibo rare earth project in Quebec.
• Phase 1: Acquire 60 % for $23.15 M (cash, common shares and $12 M project investment) within five years; Phase 2: Earn additional 20 % for a further $22 M within three years after Phase 1.
• The transaction includes an exclusivity period ending 31 Oct 2025, with Consolidated Lithium slated to become operator and to fund extensive development work (impact agreements, metallurgical studies, permitting, drilling, feasibility study, infrastructure).

Key Details

• LOI Effective Date: 31 July 2025.
• Phase 1 Terms:
• Total consideration: $23.15 M.
• Cash payment to Soquem: $5.65 M.
• Common‑share issuance (price to be agreed): $5.50 M.
• Project investment: $12.00 M for:
  • Impact & benefit agreement with Innu of Takuaikan Uashat mak Mani‑utenam.
  • Metallurgical study on rare‑earth extraction viability.
  • Environmental permitting from the Bureau d’accélération de projets.
  • Minimum 5,000 m drilling campaign for resource expansion.
  • Bankable feasibility study.
• Phase 2 Terms (post‑Phase 1):
• Additional consideration: $22.00 M.
• Cash payment to Soquem: $4.50 M.
• Common‑share issuance (price to be agreed): $4.50 M.
• Project investment: $13.00 M for:
  • Completion of feasibility study.
  • Construction of access road and transmission line.
  • Underground mine construction.
  • Processing facility construction.
• Exclusivity: Legally binding exclusivity period for Consolidated Lithium ends 31 Oct 2025.
• Financing Plan: Combination of internal/external project financing, shareholder support, and financial advisers (details not disclosed).
• Operator Role: Consolidated Lithium to act as project operator throughout both phases, in collaboration with Soquem.
• Regulatory Conditions: Transaction subject to TSX‑V policies, corporate and regulatory approvals, definitive agreement execution, and customary representations & warranties.
• Qualified Person: Jean Lafleur, P.Geo (OGQ No. 833), reviewed technical information per NI 43‑101.

Notable Quotes

“This LOI with Soquem represents a unique opportunity to potentially partner with a Quebec‑government‑backed entity on what we believe to be one of the province’s most strategically important rare earth assets… The phased earn‑in structure described in the LOI ensures disciplined capital allocation as we advance this project toward development.” – Richard Quesnel, CEO, Consolidated Lithium Metals Inc.