Consolidated Lithium Metals Announces $17.07 Million Private Placement Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATESTORONTO, Feb. 26, 2026 (GLOBE NEWSWIRE) -- Consolidated Lithium Metals Inc. (TSXV: CLM | FRA: Z36 | OTCQB: JORFF) ("CLM” or the "Company”) announces today that it intends to complete a non-brokered private placement offering (the "Offering”) of securities of the Company for aggregate gross proceeds to the Company of up to $17,070,000, in a combination of:a) up to 31,250,000 units of the Company that will be issued pursuant to the Listed Issuer Financing Exemption (as defined herein) and other available exemptions from Canadian prospectus requirements as further described herein (each, a "LIFE Unit”) at a price of $0.08 per LIFE Unit for up to $2,500,000 in gross proceeds. Each LIFE Unit will consist of one common share of the Company (each, a "Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant”);b) up to 50,000,000 flow-through shares of the Company (each, a "Critical FT Share”) at a price of $0.10 per Critical FT Share for up to $5,000,000 in gross proceeds. Each Critical FT Share will consist of one Common Share that will qualify as a "flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act”); andc) up to 79,750,000 flow-through units of the Company that will be issued as part of a charity arrangement (each, a "Charity FT Unit” and collectively, with the LIFE Units and Critical FT Shares, the "Offered Securities”) at price of $0.12 per Charity FT Unit, and will be issued pursuant to the Listed Issuer Financing Exemption and other available exemptions from Canadian prospectus requirements as further described herein, for up to $9,570,000 in gross proceeds. Each Charity FT Unit will consist of one Common Share and one-half of one Warrant that will each qualify as a "flow-through share” within the meaning of subsection 66(15) of the Tax Act.Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.12 for a period of 36 months from the closing date of the Offering. Warrants sold pursuant to the Listed Issuer Financing Exemption will not be exercisable until 60 days from the closing date of the Offering.The LIFE Units and the Charity FT Units will be offered for sale to purchasers in all provinces of Canada pursuant to the listed issuer financing exemption (the "Listed Issuer Financing Exemption”) under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106”) and the Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The LIFE Units, the Critical FT Shares and the Charity FT Units will also be offered for sale to purchasers in all provinces of Canada pursuant to other exemptions from the prospectus requirements, including those available under NI 45-106. The Company will ensure that the total number of LIFE Units and Charity FT Units issued pursuant to the Listed Issuer Financing Exemption, together with all issuances of common shares and warrants issued pursuant to the Listed Issuer Financing Exemption in the preceding 12 month period, will not exceed 50% of its outstanding listed equity securities as of the date immediately preceding the Company’s first issuance of securities pursuant to such prospectus exemption during the preceding 12 month period.Offered Securities that will be issued under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws and all Offered Securities issued under other exemptions under NI 45-106 will be subject to a statutory four-month hold period pursuant to applicable Canadian securities laws.Finder’s 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”) in an amount equal to up to 8% of the number of Offered Securities sold pursuant to the Offering at an exercise price equal to the $0.08 per Finder Warrant for Finder Warrants issued due to sales of LIFE Units, $0.10 per Finder Warrant for Finder Warrants issued due to sales of Critical FT Shares, and $0.12 per Finder Warrant for Finder Warrants issued due to sales of Charity FT Units. Each Finder Warrant shall consist of one Common Share and one-half of one Warrant.The Company intends to use the gross proceeds from the Offering for exploration expenses and critical mineral mining expenditures on the Kwyjibo Rare Earth Project (the "Project”), as detailed in the Company’s press release dated November 18, 2025, and its lithium properties and for working capital and general corporate purposes. The Company will use an amount equal to the gross proceeds received by the Company from the sale of the Critical FT Shares and Charity FT Units, pursuant to the provisions in the Tax Act, to incur eligible "Canadian exploration expenses” that qualify as "flow-through critical mineral mining expenditures” as both terms are defined in the Tax Act (the "Qualifying Expenditures”) related to the Project and its lithium properties in Quebec, Canada on or before December 31, 2027, and to renounce all the Qualifying Expenditures in favour of the purchasers of the Critical FT Shares and Charity FT Units effective December 31, 2026. In the event that the Company is unable to renounce or incur 100% of the Qualifying Expenditures, the Company will indemnify each purchaser of Critical FT Shares and/or Charity FT Units, as applicable, for the additional taxes payable to such purchaser as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.Completion of the Offering is subject to regulatory approvals, including the TSXV.There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at the Company’s website at www.consolidatedlithium.com. Prospective investors should read this offering document before making an investment decision.U.S. Offering and No U.S. Registration The Company may also offer the Offered Securities for sale pursuant to exemptions from the prospectus requirement under Ontario Securities Commission Rule 72-503 - Distributions Outside of Canada in the United States ("U.S.”) pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the U.S. provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions.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 U.S. state in which such offer, solicitation or sale would be unlawful.About Consolidated Lithium MetalsCLM is a Canadian junior mining exploration company trading under the symbol "CLM” on the TSX Venture Exchange, "Z36” on the Frankfurt Stock Exchange and "JORFF” on the OTCQB® Venture Market. 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 BhartiVice President Corp. Dev.Email: info@consolidatedlithium.comPhone: +1 (647) 965 2173Website: www.consolidatedlithium.comAdvisors: Wildeboer Dellelce LLP is acting as legal counsel for CLM in respect of the Offering. CLM has engaged Integrity Capital Group Inc., BT Global Growth Inc., Independent Trading Group (ITG), Inc. and Kernaghan & Partners Ltd. to support its efforts. For further information, contact Jeremy Rogers at jrogers@integritycapitalgrp.com or 647-998-4212.Cautionary Statement on Forward-Looking InformationThis 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 TSXV approvals of the Offering and the use of proceeds of the Offering, including Qualifying Expenditures. 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.
2026-02-26 12:47:43