Consolidated Lithium Metals arranges $17.07M financing

Executive Summary

• Consolidated Lithium Metals Inc. announced a non-brokered private placement offering with aggregate gross proceeds of up to $17.07 million.
• The financing is structured into three tranches: LIFE units, critical flow-through shares, and charity flow-through units, with specific pricing and warrant terms for each.
• 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 $17.07 million.
• Tranche 1 (LIFE Units):
  • Quantity: Up to 31.25 million units.
  • Price: $0.08 per unit.
  • Gross Proceeds: Up to $2.5 million.
  • Composition: One common share and one-half of one common share purchase warrant.
  • Exemption: Listed Issuer Financing Exemption (LIFE).
• Tranche 2 (Critical Flow-Through Shares):
  • Quantity: Up to 50 million shares.
  • Price: $0.10 per share.
  • Gross Proceeds: Up to $5.0 million.
  • Tax Status: Qualifies as a flow-through share under Subsection 66(15) of the Income Tax Act (Canada).
• Tranche 3 (Charity Flow-Through Units):
  • Quantity: Up to 79.75 million units.
  • Price: $0.12 per unit.
  • Gross Proceeds: Up to $9.57 million.
  • Composition: One common share and one-half of one warrant; qualifies as a flow-through share.
  • Exemption: LIFE and other available exemptions.
• Warrant Terms:
  • Exercise Price: $0.12 per common share.
  • Duration: 36 months from closing.
  • Hold Period: Warrants from LIFE units are not exercisable until 60 days from closing.
• Finder’s Fees:
  • Cash Commission: Up to 8% of gross proceeds.
  • Finders' Warrants: Up to 8% of the number of offered securities sold.
  • Finder's Warrant Exercise Prices: $0.08 (for LIFE units), $0.10 (for critical FT shares), and $0.12 (for charity FT units).
  • Finder's Warrant Composition: One common share and one-half of one warrant.
• Use of Proceeds:
  • Exploration expenses and critical mineral mining expenditures on the Kwyjibo rare earth project and lithium properties.
  • Working capital and general corporate purposes.
  • Specific tax renunciation: Proceeds from critical FT shares and charity FT units will be used to incur eligible Canadian exploration expenses, to be renounced to purchasers effective Dec. 31, 2026, with expenditures incurred on or before Dec. 31, 2027.
• Regulatory Conditions:
  • Subject to regulatory approvals, including TSX Venture Exchange.
  • LIFE units and charity FT units issued under LIFE exemption are not subject to a hold period.
  • Securities issued under other exemptions are subject to a statutory four-month hold period.
  • Total LIFE and charity FT units issued under LIFE exemption cannot exceed 50% of outstanding listed equity securities in the preceding 12-month period.
• Jurisdiction:
  • Offered in all Canadian provinces.
  • May also be offered in the U.S. and other jurisdictions outside Canada under specific exemptions (no U.S. registration/prospectus filing).