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Consolidated Lithium Metals Inc. (TSXV: CLM,OTC:JORFF) (FRA: Z36) (" CLM " or the " Company ") is pleased to announce that is closed its previously announced non-brokered private placement (the " Offering ") of units (the " Units ") at a price of $0.06 per Unit. The Company issued a total 57,361,667 Units for aggregate gross proceeds of approximately $3,441,700.
Each Unit comprises one common share in the capital of the Company and one common share purchase warrant (each, a " Warrant "). Each Warrant entitles the holder to purchase one common share of the Company at a price of $0.10 per share commencing on January 14, 2026 until November 14, 2028.
The Units distributed in connection with the Offering were issued and sold pursuant to the "Listed Issuer Financing Exemption" available under Part 5A of National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 ") and other exemptions under 45-106. All Units issued under the Listed Issuer Exemption are not subject to a hold period pursuant to applicable Canadian securities laws and all Units issued under other exemptions under NI 45-106 are subject to a statutory four-month hold period pursuant to applicable Canadian securities laws.
In connection with the Offering, the Company paid Integrity Capital Group finder fees equal to $250,000 and issued a total of 4,000,000 finder warrants (" Finder Warrants "). Each Finder Warrant entitles the holder thereof to purchase one common share of the Company at a price of $0.10 per common share until November 14, 2028. The Finder's Warrants and common shares issuable upon exercise of the Finder's Warrants, are subject to a statutory four-month hold period pursuant to applicable Canadian securities laws.
The net proceeds from the sale of the Units will be used to advance exploration activity of the Company's lithium properties in Québec and for working capital and general corporate purposes, as more particularly described in the Company's offering document under the Company's profile at www.sedarplus.ca .
The Offering remains subject to the final acceptance of the TSX Venture Exchange.
Related Party Disclosure
Certain insiders of the Company subscribed for a total of approximately $150,000 Units. The participation by insiders constitutes "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions (" MI 61-101 "). The Company has relied on applicable exemptions from the formal valuation and minority approval requirements in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. No new insiders were created, nor has there been any change of control, as a result of the Offering. The Company did not file a material change report with respect to the insider participation more than 21 days before the expected closing of the Offering, as the details and amounts of the insider participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
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 acted 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 final TSXV approvals of the Offering and the intended use of proceeds of the Offering. 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.
