The Conversation (0)
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Consolidated Lithium Metals Inc. (TSXV: CLM,OTC:JORFF) (FRA: Z36) (" CLM " or the " Company ") announces further to its press release dated October 22, 2025, the Company intends to complete a non-brokered private placement (the " Offering ") and amends the terms of the Offering to a sale of up to 66,666,666 units (each, a " Unit ") of the Company at the previously announced price of $0.06 per Unit (the " Offering Price ") for gross proceeds to the Company of up to $4,000,000. Each Unit will consist of one common share in the capital of the Company and one common share purchase warrant (each, a " Warrant "). Each Warrant will entitle the holder to purchase one common share of the Company at a price of $0.10 per common share and the Company amends the exercise period to 36 months commencing on the date that is 60 days after the closing date. It is anticipated that the closing of the Offering will occur on or about November 7, 2025.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (" NI 45-106 "), the Units will be offered for sale to purchasers resident in Canada, except Québec, pursuant to one or more of the following exemptions from the prospectus requirement under NI 45-106: (i) the listed issuer financing exemption under Part 5A of NI 45-106 (the " Listed Issuer Financing Exemption "), as modified by and in reliance on the exemptions set out in Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption ; and (ii) other available exemptions under NI 45-106.
Finder's fees may be paid to eligible finders in accordance with the policies of the TSX Venture Exchange (the " TSXV ") consisting of a cash commission equal to up to 8% of the gross proceeds raised under the Offering and finder warrants (" Finder Warrants ") in an amount equal to up to 8% of the number of Units sold pursuant to the Offering. Each Finder Warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.10 per common share for a period of 36 months. The Company intends to use the net proceeds from the Offering to advance exploration activity of the Company's lithium properties in Québec and for working capital and general corporate purposes.
Completion of the Offering is subject to regulatory approvals, including the TSXV.
While details have yet to be finalized, senior management of the Company and certain members of the Company's board of directors, including Richard Quesnel, Brett Lynch, and Rene Bharti, may participate in the Offering (the " Insider Participation "). Insider Participation, if any, will be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions . Additional information will follow in a subsequent press release once details of the Insider Participation, if any, have been confirmed.
There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and at the Company's website at www.consolidatedlithium.com . Prospective investors should read this offering document before making an investment decision.
Extension of Exclusivity Period of Letter of Intent with SOQUEM INC.
Further to its press release dated August 27, 2025, the Company has extended the exclusivity period of the non-binding letter of intent (" LOI ") with SOQUEM Inc., a wholly owned subsidiary of Investissement Québec, to November 14, 2025. Pursuant to the LOI (subject to completion of several conditions precedent, including the negotiation and execution of a definitive agreement respecting the proposed transaction), the Company may acquire an option to earn up to an 80% interest in the Kwyjibo Rare Earth Project, located 125 km northeast of the city of Sept-Îles, in the Côte-Nord region of Québec. For further details on the LOI, please refer to the Company's press release dated August 27, 2025, a copy of which is available under the Company's SEDAR+ profile at www.sedarplus.ca.
U.S. Offering and No U.S. Registration
The Company may also offer the Units for sale pursuant to exemptions from the prospectus requirement under Ontario Securities Commission Rule 72-503 – Distributions Outside of Canada in the United States (" U.S. ") pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933 , as amended, and in certain other jurisdictions outside of Canada and the U.S. provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions.
The securities described herein have not been, nor will they be, registered under the United States Securities Act of 1933 , as amended, and may not be offered or sold in the U.S. or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Consolidated Lithium Metals
CLM is a Canadian junior mining exploration company trading under the symbol "CLM" on the TSX Venture Exchange and "Z36" on the Frankfurt Stock Exchange. The Company is focused on the exploration and development of critical mineral projects in stable jurisdictions. The Company is committed to supporting the energy transition through the responsible development of critical mineral supply chains.
Additional information on CLM can be found on its website at: www.consolidatedlithium.com and by reviewing its profile on SEDAR+ at www.sedarplus.ca .
For Further Information, Contact:
Rene Bharti
Vice President Corp. Dev.
Email: info@consolidatedlithium.com
Phone: +1 (647) 965 2173
Website: www.consolidatedlithium.com
Advisors: Wildeboer Dellelce LLP is acting as legal counsel for CLM in respect of the Offering.
Cautionary Statement on Forward-Looking Information
This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to anticipated business plans or strategies, including the Offering, regulatory and TSXV approvals of the Offering, the use of proceeds of the Offering, Insider Participation, if any, and the proposed transaction with SOQUEM Inc . Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CLM to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including risks related to: regulatory approvals, such as approval of the TSXV of the Offering; general business, economic, competitive, political, social, and market conditions; accidents, labour disputes and shortages; and other risks of the mining industry. Forward-looking statements contained herein are made as of the date of this press release and CLM disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
