Consolidated Lithium Metals increases financing

Executive Summary

• Consolidated Lithium Metals Inc. has amended the terms of its previously announced non-brokered private placement offering, increasing the aggregate gross proceeds to up to $18.07 million.
• The amended offering consists of three distinct tranches: LIFE units, critical flow-through (FT) shares, and charity FT units, each with specific pricing and warrant structures.
• Proceeds are designated for exploration and mining expenditures on the Kwyjibo rare earth project and lithium properties, as well as working capital.

Key Details

• Total Gross Proceeds: Up to $18.07 million.
• Tranche 1: LIFE Units
  • Quantity: Up to 31.25 million units.
  • Price: $0.08 per LIFE unit.
  • Gross Proceeds: Up to $2.5 million.
  • Structure: Each unit consists of one common share and one-half of one common share purchase warrant.
  • Exemption: Listed issuer financing exemption and other Canadian prospectus exemptions.
• Tranche 2: Critical Flow-Through (FT) Shares
  • Quantity: Up to 62.5 million shares.
  • Price: $0.096 per critical FT share.
  • Gross Proceeds: Up to $6 million.
  • Structure: Common shares qualifying as flow-through shares under Subsection 66(15) of the Income Tax Act (Canada).
• Tranche 3: Charity Flow-Through (FT) Units
  • Quantity: Up to 79.75 million units.
  • Price: $0.12 per charity FT unit.
  • Gross Proceeds: Up to $9.57 million.
  • Structure: Each unit consists of one common share and one-half of one warrant, both qualifying as flow-through shares under Subsection 66(15) of the Income Tax Act (Canada).
  • Exemption: Listed issuer financing exemption and other Canadian prospectus exemptions.
• Warrant Terms:
  • Exercise Price: $0.12 per common share.
  • Duration: 36 months from the closing date.
  • Restriction: Warrants sold under the listed issuer financing exemption are not exercisable until 60 days from the closing date.
• Closing Date: Expected on or about March 17, 2026.
• Use of Proceeds:
  • Exploration expenses and critical mineral mining expenditures on the Kwyjibo rare earth project.
  • Expenditures on lithium properties.
  • Working capital and general corporate purposes.
• Flow-Through Tax Obligations:
  • Proceeds from critical FT shares and charity FT units will be used to incur eligible Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures.
  • Expenditures to be incurred on or before December 31, 2027.
  • Renunciation of qualifying expenditures to purchasers effective December 31, 2026.
  • Indemnification clause: Company will indemnify purchasers for additional taxes payable if it fails to renounce or incur 100% of qualifying expenditures.
• Regulatory Compliance:
  • Offered in all Canadian provinces under NI 45-106 and Coordinated Blanket Order 45-935.
  • Total issuances under listed issuer financing exemption capped at 50% of outstanding listed equity securities (preceding 12-month period).
  • U.S. offering available under Ontario Securities Commission Rule 72-503 and US Securities Act exemptions; no US prospectus filing required.

Notable Quotes

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