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NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.
Lithium Chile Inc. ("Lithium Chile" or the "Company") (TSX Venture Exchange: LITH) (OTC-QB: LTMCF) is pleased to announce that it has entered an agreement with Canaccord Genuity Corp. acting as lead agent and sole bookrunner on behalf of a syndicate of agents to be formed (the "Agents"), in connection with a best efforts private placement offering of up to 10,000,000 units of the Company (each a "Unit") at a price of $0.50 per Unit (the "Offering Price") for aggregate gross proceeds of up to $5,000,000 (the "Offering"). The Company has also granted the Agents an option, exercisable in whole or in part at any time prior to the closing of the Offering, to arrange for the sale of up to an additional 1,500,000 Units at the Offering Price, for additional gross proceeds of up to $750,000.
Each Unit will consist of one common share in the capital of the Company (each, a "Unit Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share in the capital of the Company (each, a "Warrant Share") at a price of $0.70 per Warrant Share for a period of 5 years following the closing of the Offering.
The Units will be offered for sale under the listed issuer financing exemption pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (together, the "Listed Issuer Financing Exemption"), in each of the provinces of Canada except Québec. The securities issued under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.
The Agents will also be entitled to offer the Units for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933 (the "1933 Act"), as amended, and in certain other qualifying jurisdictions outside of Canada and the United States on a private placement basis provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction.
There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.lithiumchile.ca . Prospective investors should read the Offering Document before making an investment decision.
The net proceeds of the Offering will be used to advance the Company's existing mineral properties in Argentina and Chile, for general and administrative expenses, and working capital purposes, as further described in the Offering Document.
The Offering is expected to close on or about October 7, 2025, or such other date as may be determined by the Company and the Agents (the "Closing Date") and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons or any persons within the United States absent registration or available exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No public offering of securities is being made in the United States. 'United States' and 'U.S. person' are as defined in Regulation S under the U.S. Securities Act.
About Lithium Chile
Lithium Chile Inc. is an exploration company with a portfolio of 11 properties spanning 107,936 hectares in Chile and 29,245 hectares on the Salar de Arizaro in Argentina. The Company has successfully advanced its Arizaro project with the completion of an NI 43-101 technical report, a Preliminary Economic Assessment and then a Prefeasibility Study, all of which are accessible at www.sedarplus.ca under Lithium Chile's profile.
Lithium Chile's common shares are listed on the TSX-V under the symbol "LITH" and on the OTCQB under the symbol "LTMCF".
To find out more about Lithium Chile, please contact Steven Cochrane, President and CEO via email: steve@lithiumchile.ca or Michelle DeCecco, COO via email: michelle@lithiumchile.ca or phone: 587-393-1990.
Neither the 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.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made and information contained in this news release, including statements regarding the terms, amounts, timing, closing and use of proceeds raised under the Offering and receipt of all required approvals relating to the Offering, is "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words, or statements that certain actions, events or results "may", "could", "would", "might", "will be taken", "occur" or "be achieved". Forward-looking statements, including but not limited to the timing of the closing of the Offering and the intended use of net proceeds raised from the Offering, are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, with respect to the Offering and the issuance of the Units, including the amounts expected to be raised, the timeline of certain events in respect thereof, including the applicable exemptions, satisfaction of closing conditions, the receipt of TSX Venture Exchange approvals in respect of the Offering, sufficiency of proceeds, conditions of financial markets, economic conditions including any governmental regulations with respect thereto including tariffs, protective governmental regulations, consumer responses to such actions and other related effects, management's discretion with respect to the use of proceeds and the use of the available funds following completion of the Offering, including the timing and cost of planned corporate projects and developments and the use of funds in connection therewith, and the other risk factors described in our securities filings available at www.sedarplus.ca . Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company.
Although the Company believes that the assumptions and factors used in preparing these forward-looking statements are reasonable based upon the information currently available to management as of the date hereof, actual results and developments may differ materially from those contemplated by these statements and no assurance can be given that such events will occur in the disclosed time frames or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are therefore cautioned not to place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.
