Consolidated Lithium amends Nov. 17 Soquem agreement

Executive Summary

• Consolidated Lithium Metals Inc. (CLM) entered into an amendment to its definitive agreement with Soquem Inc. (a subsidiary of Investissement Quebec) to clarify the share issuance mechanism for earning an undivided interest of up to 80% in the Kwyjibo rare earth project.
• The amendment imposes specific caps on the number of common shares issuable to Soquem to earn 60% and 20% interests, limiting them to 110 million and 90 million shares, respectively.
• The agreement includes protective provisions preventing Soquem from becoming an insider or holding more than 10% of CLM’s outstanding shares without approval, with cash payments in lieu of shares if certain price or ownership thresholds are breached.

Key Details

• Transaction Context: Amendment to the definitive agreement dated Nov. 17, 2025, effective Feb. 4, 2026.
• Asset: Kwyjibo rare earth project, located 125 km northeast of Sept-Iles, Quebec.
• Counterparty: Soquem Inc., a wholly owned subsidiary of Investissement Quebec.
• Interest Acquired: Option to earn an undivided interest of up to 80% in the project.
• Share Caps for Earn-In:
  • To earn a 60% interest: Maximum of 110 million common shares.
  • To earn an additional 20% interest: Maximum of 90 million common shares.
• Ownership/Insider Protections:
  • No consideration shares shall be issued if Soquem’s undiluted holding would reach 10% or more of issued/outstanding shares, or if Soquem would become an insider.
  • In such cases, CLM has the right to pay the applicable milestone amount in cash instead of issuing shares.
  • Soquem agreed not to acquire common shares without TSX-V approval if the acquisition would result in a 10%+ undiluted holding.
• Price Floor Condition: No consideration shares shall be issued if the closing price of CLM common shares on the TSX-V is less than five cents; in this event, CLM pays the milestone amount in cash.
• Existing Royalty: The project remains subject to a 1.5% net smelter return (NSR) royalty in favor of Iron Ore Company of Canada.
• Regulatory Context: The amendment addresses provisions following a review by the TSX Venture Exchange.

Notable Quotes

• "This amendment aligns the option structure with regulatory requirements, while maintaining our ability to advance the project, and underscores our focus on responsible growth, capital discipline and long-term value creation as we continue to advance the rare earth opportunity." — Richard Quesnel, President and CEO of CLM