Eureka Lithium arranges LIFE offering, financings

Mr. David Bowen reports EUREKA LITHIUM CORP ANNOUNCES LIFE OFFERING AND CONCURRENT PRIVATE PLACEMENTS Eureka Lithium Corp. intends to complete a non-brokered private placement financing under the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, of up to 4,761,904 units of the company at a price of 42 cents per warrant for aggregate gross proceeds of up to $2-million (the LIFE offering). Each unit will comprise one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share at an exercise price of 45 cents per warrant share for a period of 24 months from the closing date of the LIFE offering. The warrants will be governed by the terms and conditions set forth in the certificates representing the warrants. The company also intends to complete two concurrent non-brokered private placements. The first is an offering of up to 4,761,904 units at a price of 42 cents per concurrent private placement unit for aggregate gross proceeds of up to $2-million. Each concurrent private placement unit will comprise one common share and one common share purchase warrant, with each concurrent private placement warrant being exercisable for a period of 24 months to acquire one common share at an exercise price of 45 cents per concurrent private placement warrant share. The second is an offering of up to 4,166,666 units at a price of 48 cents per flow-through unit for aggregate gross proceeds of up to $2-million. Each flow-through unit comprises one common share issued on a flow-through basis and one (non-flow-through) common share purchase warrant, with each flow-through warrant being exercisable to acquire, for a period of 24 months, one (non-flow-through) common share at an exercise price of 60 cents per flow-through warrant share. The concurrent private placement warrants and flow-through warrants will be governed by the terms and conditions set forth in the certificates representing the warrants. The securities issued in connection with the concurrent offerings will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. The company may pay finders' fees in accordance with the policies of the Canadian Securities Exchange. Closing of the LIFE offering and the concurrent offerings remains subject to regulatory approvals, including approval of the CSE. The company intends to use the net proceeds from the LIFE offering and the concurrent offerings for exploration expenses on the company's properties in Quebec and British Columbia and for general and administrative expenditures. There is an offering document related to the LIFE offering that is accessible under the company's SEDAR+ profile and on the company's website. Prospective investors should read the offering document before making an investment decision. Subject to compliance with applicable regulatory requirements and in accordance with the listed issuer financing exemption, the LIFE offering is being made to purchasers resident in Canada, except Quebec. Because the LIFE offering is being completed pursuant to the listed issuer financing exemption, the securities issued in connection with the LIFE offering will not be subject to resale restrictions in accordance with applicable Canadian securities laws. The securities issued in connection with the concurrent offerings will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. In connection with the closing of the LIFE offering and the concurrent offerings, the company may pay finders' fees to eligible parties that have assisted in introducing subscribers. Completion of the LIFE offering and the concurrent offerings remains subject to the receipt of all necessary regulatory approvals, including approval of the CSE. The company also takes this opportunity to clarify that, through its acquisition of Stairway Mining Inc., the company acquired an option to acquire a 100-per-cent interest in the Cabin Lake project, subject to a 2-per-cent NSR (net smelter return) royalty; however, it does not currently hold a 100-per-cent interest in such project. In order to acquire a 100-per-cent interest in the Cabin Lake project, the company must satisfy the remaining obligations under a property option agreement between Stairway and the property holder dated Aug. 27, 2025, being that: It must make cash payments of $10,000 on each of the following dates: within a reasonable time following closing of the acquisition of Stairway, on Aug. 31, 2026, on Aug. 31, 2027, and on August 31, 2028. The company is required to issue common shares having an aggregate value of $60,000 as follows: $5,000 worth of common shares within a reasonable time following of the acquisition of Stairway, $10,000 of common shares on Aug. 31, 2026, $20,000 of common shares on Aug. 31, 2027, and $25,000 of common shares on Aug. 31, 2028. The company must incur aggregate exploration expenditures of $450,000 on the Cabin Lake project as follows: $100,000 by Aug. 31, 2026, an additional $150,000 by Aug. 31, 2027, and a further $200,000 by Aug. 31, 2028. Upon completion of the foregoing payments, share issuances and expenditures, the company will earn a 100-per-cent interest in the Cabin Lake project, subject to a 2-per-cent NSR royalty; the company will have the right, following exercise of the option, to purchase 50 per cent of such royalty for $500,000. About Eureka Lithium Corp. Eureka holds approximately 158 claims in the emerging Raglan West, Raglan South and New Leaf lithium camps in Quebec, Canada. The company also holds a 100-per-cent interest in the Tyee titanium-vanadium project, located in Quebec, and an option to acquire a 100-per-cent interest (subject to a 2-per-cent NSR royalty) in the Cabin Lake polymetallic project, located in British Columbia. We seek Safe Harbor.