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Share Purchase Agreement Acceptance Letter signed with POSCO Argentina S.A.U.
Sale of NRG Metals Argentina S.A. for US$65 Million
All Company common shares to be redeemed at CAD$0.505 per common share
Annual and General and Special Meeting called for February 19, 2026 for shareholder approval to the transaction
VANCOUVER, BC / ACCESS Newswire / December 8, 2025 / Lithium South Development Corporation (the "Company" or "Lithium South") (TSX-V:LIS)(OTCQB:LISMF)(Frankfurt:OGPQ) is pleased to announce that, further to its news releases of July 30, 2025, August 7, 2025, September 22, 2025, November 12, 2025 and November 20, 2025, it has signed a Share Purchase Agreement ("SPA") with POSCO Argentina S.A.U. ("POSCO") which establishes the terms for the sale of NRG Metals Argentina S.A., the wholly owned subsidiary of the Company (the "Transaction") and 100% holder of the Hombre Muerto North Lithium Project, Sophia I, II and III claims as well as the recently acquired Hydra X and XI claims located in Salta Province, Argentina. Terms of the sale are is a cash price of US$65 million before taxes, payment of the Hydra X and XI claims and other closing costs. Canaccord Genuity Corp. acted as Financial Advisor in connection with this transaction. R.C.I. Capital acted as Strategic Advisor in connection with this transaction.
Annual General and Special Meeting
The Company has scheduled its annual general and special meeting (the "AGSM") for February 19, 2026 for disinterested shareholders to vote on the Transaction. The record date for the shareholders entitled to vote at the AGSM has been set as January 5, 2026.
Share Redemption
In connection with the Transaction, the Company intends to redeem 100% of its issued and outstanding common shares (each a "Share") from the shareholders at a redemption price of CAD$0.505 per Share. Further details on the redemption process will be provided shortly.
Options and Warrants
All in-the-money incentive stock options ("Options") and common share purchase warrants ("Warrants") must be exercised prior to the effective date of the Transaction which is expected to be in March 2026. The following tranches of outstanding warrants have an expiry date prior to the estimated closing in March 2026:
4,540,907 warrants with an exercise price of $0.35 per common share expiring January 18, 2026
2,904,000 warrants with an exercise price of $0.455 per common share expiring January 19, 2026
4,483,174 warrants with an exercise price of $0.455 per common share expiring February 12, 2026
5,745,334 warrants with an exercise price of $0.80 per common share expiring February 25, 2026
Warrant holders are advised that they must exercise their warrants if they wish to participate in the share redemption as outlined above. These warrants will not be repriced or have their terms extended. Further information will be provided in the immediate future.
Delisting from TSXV and Dissolution of Company
On completion of the Transaction, the Company will apply to the TSX Venture Exchange (the "Exchange") to delist its Shares from the Exchange and will move forward with dissolution proceedings.
Completion of the Transaction is subject to a number of conditions, including the Company receiving approval from its disinterested shareholders at the AGSM, approval from the Supreme Court of British Columbia, and approval from the Exchange.
On behalf of the Board of Directors
Adrian F. C. Hobkirk
President and Chief Executive Officer
Investors / Shareholders call 855-415-8100 / website: www.lithiumsouth.com
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. The TSX Venture Exchange has not reviewed the content of this news release and therefore does not accept responsibility or liability for the adequacy or accuracy of the contents of this news release.
This news release contains certain "forward-looking statements" within the meaning of Section 21E of the United States Securities and Exchange Act of 1934, as amended. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based upon opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors which could cause actual results to differ materially from those projected in the forward-looking statements. The reader is cautioned not to place undue reliance on forward-looking statements. We seek safe harbor.
SOURCE: Lithium South Development Corp.
View the original press release on ACCESS Newswire
