Eureka Lithium Corp Announces LIFE Offering and Concurrent Private Placements

Eureka Lithium Corp. (CSE: ERKA,OTC:UREKF) (OTCQB: UREKF) (FSE: S58) ("Eureka Lithium" or "Eureka" or the "Company") is pleased to announce that it 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 (the "LIFE Exemption") of up to 4,761,904 units of the Company (the "Units") at a price of $0.42 per Warrant for aggregate gross proceeds of up to $2,000,000 (the "LIFE Offering"). Each Unit will be comprised of one common share (the "Common Shares") and one Common Share purchase warrant (the "Warrants").

Each Warrant will entitle the holder to purchase one Common Share (the "Warrant Shares") at an exercise price of $0.45 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 "Concurrent Offerings"). First, an offering of up to 4,761,904 units (the "Concurrent Private Placement Units") at a price of $0.42 per Concurrent Private Placement Unit for aggregate gross proceeds of up to $2,000,000. Each Concurrent Private Placement Unit will be comprised of one Common Share and one Common Share purchase warrant (the "Concurrent Private Placement Warrants"), and with each Concurrent Private Placement Warrant being exercisable for a period of 24 months, to acquire one Common Share (the "Concurrent Private Placement Warrant Shares") at an exercise price of $0.45 per Concurrent Private Placement Warrant Share.

Second, an offering of up to 4,166,666 units (the "FT Units") at a price of $0.48 per FT Unit for aggregate gross proceeds of up to $2,000,000. Each FT Unit being comprised of one Common Share issued on a "flow-through" bass and one (non-flow-through) Common Share purchase warrant (the "FT Warrants"), with each FT Warrant being exercisable to acquire, for a period of 24 months, one (non-flow-through) Common Share (the "FT Warrant Share") at an exercise price of $0.60 per FT Warrant Share. The Concurrent Private Placement Warrants and FT 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 ("CSE"). Closing of the LIFE Offering and the Concurrent Offerings remain 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 (the "Offering Document") related to the LIFE Offering that is accessible under the Company's SEDAR+ profile at https://www.sedarplus.ca and on the Company's website at https://eurekalithiumcorp.com. Prospective investors should read the Offering Document before making an investment decision.

Subject to compliance with applicable regulatory requirements and in accordance with the LIFE Exemption, the LIFE Offering is being made to purchasers resident in Canada, except Quebec. Because the LIFE Offering is being completed pursuant to the LIFE 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 finder's fees to eligible parties who 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 Canadian Securities Exchange.

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States, or in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Company also takes this opportunity to clarify that, through its acquisition of Stairway Mining Inc. ("Stairway"), the Company acquired an option to acquire a 100% interest in the Cabin Lake project, subject to a 2% NSR; however, it does not currently hold a 100% interest in such project. In order to acquire a 100% 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 August 27, 2025, being that:

1. 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 August 31, 2026; on August 31, 2027; and on August 31, 2028;
2. 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 August 31, 2026; $20,000 of common shares on August 31, 2027; and $25,000 of common shares on August 31, 2028; and
3. The Company must incur aggregate exploration expenditures of $450,000 on the Cabin Lake project, as follows: $100,000 by August 31, 2026; an additional $150,000 by August 31, 2027; and a further $200,000 by August 31, 2028.

Upon completion of the foregoing payments, share issuances and expenditures, the Company will earn a 100% interest in the Cabin Lake project, subject to a 2% net smelter returns royalty; the Company will have the right, following exercise of the option, to purchase 50% 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% interest in the Tyee Titanium-Vanadium Project located in Quebec, and an option to acquire a 100% interest (subject to a 2% NSR) in the Cabin Lake Polymetallic Project located in British Columbia.

Cautionary Statement

Certain statements contained in this news release, including statements which may contain words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions, and statements related to matters which are not historical facts, such as statements regarding the use of proceeds from the LIFE Offering and the Concurrent Offerings, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements reflect management's expectations and are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements. These factors should be considered carefully, and readers should not place undue reliance on the Company's forward-looking statements. The Company believes that the expectations reflected in the forward-looking statements contained in this news release are reasonable, but no assurance can be given that these expectations will prove to be correct. The Company undertakes no obligation to release publicly any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.

The Canadian Securities Exchange (CSE) has not reviewed, approved, or disapproved the contents of this press release.

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288062