NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Consolidated Lithium Metals Inc. (TSXV: CLM,OTC:JORFF) (FRA: Z36) (“CLM” or the “Company”), pursuant to its press release dated October 22, 2025, announces that the Company intends to complete a non-brokered private placement (the “Offering”) and amends the terms of the Offering to sell up to 66,666,666 units (each a “Unit”) to the Company at the previously announced price of $0.06 per unit (the “Offer Price”) for gross proceeds to the Company up to $4,000,000. Each Unit will consist of one common share in the capital of the Company and one warrant for the purchase of common shares (each a “Warrant”). Each Warrant entitles the holder to purchase one common share of the Company at a price of $0.10 per common share and the Company will change the exercise period to 36 months beginning on the date 60 days after the closing date. It is expected that the closing of the Offering will take place on or about November 7, 2025.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus exemptions (” IS45-106 “), the Units will be offered for sale to purchasers resident in Canada, excluding 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 ” Exemption for financing of listed issuers “), as modified by and subject to the exemptions set forth in Coordinated General Order 45-935 – Exemptions from certain conditions of the exemption for financing of listed issuers ; and (ii) other available exemptions under NI 45-106.
Finder 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 “) for an amount equal to up to 8% of the number of Units sold pursuant to the Offering. Each Finder Warrant entitles 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 of the Offering to advance the exploration activities of the Company’s lithium properties in Québec and for working capital and general business purposes.
Completion of the Offering is subject to regulatory approvals, including the TSXV.
Although details have yet to be finalized, the Company’s senior management 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 “). Any insider participation will be considered 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 the details of the Insider participation, if any, have been confirmed.
There is an offering document relating to the Offer that can be accessed under the company profile at www.sedarplus.ca and on the company’s website at www.consolidatedlithium.com . Potential investors should read this offering document before making any investment decision.
Extension of the exclusivity period of the letter of intent with SOQUEM INC.
Following the 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, until November 14, 2025. In accordance with the LOI (subject to the completion of various conditions precedent, including the negotiation and execution of a definitive agreement relating to the proposed transaction), the Company may acquire an option to acquire up to an 80% interest in the Kwyjibo Rare Earth Project, located 125 km northeast of the city of Sept-Îles, in the Québec Côte-Nord Region For more 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.
American offer and no American 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 Canada in the United States (” US “) pursuant to available exemptions from the registration requirements of the US Securities Act of 1933 as amended, and in certain other jurisdictions outside Canada and the U.S., provided that it is understood that no prospectus filing or similar obligation, ongoing reporting requirement or regulatory or governmental approval requirement exists in such other jurisdictions.
The securities described herein have not been registered under the US Securities Act of 1933 as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons absent registration or an applicable exemption from 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 focuses on the exploration and development of key 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 about CLM can be found on the website: www.consolidatedlithium.com and by viewing his profile on SEDAR+ at www.sedarplus.ca .
For more information please contact:
Rene Bharti
Vice President Corp. developer.
Email: info@consolidatedlithium.com
Phone: +1 (647) 965 2173
Website: www.consolidatedlithium.com
Advisors: Wildeboer Dellelce LLP is acting as legal advisor to CLM in connection with the Offering.
Cautionary Note About Forward-Looking Information
This press release contains “forward-looking information” which may include, but is not limited to, statements regarding anticipated business plans or strategies, including the Offering, regulatory and TSXV approvals of the Offering, use of proceeds from 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”, “predicts”, “intends”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases, or states that certain actions, events or results “may”, “might”, “could”, “might” or ‘shall’ be undertaken, take place or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that 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 relating to: regulatory approvals, such as TSXV approval of the Offering; general business, economic, competitive, political, social and market conditions; accidents, labor disputes and shortages; and other risks of mining. Forward-looking statements contained herein are made as of the date of this press release and CLM, other than as required by law, disclaims 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 SUITABILITY OR ACCURACY OF THIS RELEASE.
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