Acquisition of Option to Buy Lepidico's Interest in Karibib Lithium, Rubidium and Cesium Project in Namibia

Executive Summary

• International Lithium Corp. (ILC) entered into an option agreement to acquire 100% of Lepidico Mauritius for CAD $975,000 plus contingent future payments, giving ILC potential control of the Karibib lithium‑rubidium‑cesium project in Namibia.
• A secured loan of CAD $510,000 has been extended to Lepidico Canada; CAD $285,000 already advanced, with remaining drawdown subject to regulatory approvals and debt‑free conditions for Lepidico subsidiaries.
• The transaction is contingent on the outcome of an arbitration dispute involving Lepidico Namibia; if resolved positively, 70% of net proceeds after costs will go to Lepidico Canada and 30% to the acquired entity.

Key Details

• Option Terms – Exercise price: CAD $975,000 cash plus future contingent payments linked to receipts by Lepidico Canada. Option expires on the later of 30 Nov 2025 or 30 days after arbitration outcome.
• Financing Arrangement – Secured loan from ILC to Lepidico Canada: total CAD $510,000; CAD $420,000 accrues interest at 10% per annum; remaining CAD $225,000 drawdown subject to (i) regulatory approvals, (ii) no debt owed by Lepidico Mauritius or subsidiaries to parent Lepidico Ltd. (in liquidation), and (iii) no other prior group debts.
• Arbitration Risk – Ongoing arbitration in Singapore between Lepidico Namibia and Jiangxi Jinhui Lithium Co. Ltd.; expected resolution Sep‑Oct 2025. Negative outcome could prevent option exercise.
• Contingent Payment Split – Upon successful arbitration, 30% of net proceeds (after legal & other costs) retained by the acquired Lepidico group; 70% paid to Lepidico Canada.
• Historical Resource Context – Karibib project includes Rubicon and Helikon licences plus EPL5439; DFS completed July 2020 (JRC‑2012). Historical estimates (as of Dec 2022) indicate one of the largest rubidium resources in Africa and significant cesium content. ILC treats these as historical, not current NI 43‑101 resources pending option exercise.
• Strategic Rationale – Acquisition would “leapfrog” development timelines for ILC’s other projects (e.g., Zimbabwe), position the company for lithium market upside, and make it a leading global player in rubidium with extensive North American assets (Raleigh Lake).
• Quotes –
• John Wisbey, Chairman & CEO: “This potential acquisition marks a significant advancement for ILC globally… If exercised, ILC will be well‑positioned for an upswing in the lithium market and strengthen its stance as one of the leading global players in the rubidium market.”
• Other Project Portfolio Highlights – Raleigh Lake (Ontario) – 100% owned, PEA completed Dec 2023; Firesteel copper project – 90% owned; ongoing exploration in Zimbabwe, Ireland, and additional Canadian targets.

Notable Quotes

• “Assuming the transaction goes ahead with ILC exercising its option, ILC will be well‑positioned for an upswing in the lithium market, as well as strengthening its stance as one of the leading global players in the rubidium market…” – John Wisbey, Chairman & CEO

Materiality Assessment: Material – Positive (the option acquisition could materially affect ILC’s asset base, strategic positioning, and future cash flows).