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Consolidated lithium metals amends private placement to raise up to $18.07m
Consolidated Lithium Metals Inc. (TSXV: CLM; OTC: JORFF; FRA: Z36) has amended a previously announced non‑brokered private placement to increase potential gross proceeds to $18,070,000.
The revised offering, disclosed in an amendment referenced in the company’s February 26, 2026 release, combines units issued under the listed issuer financing exemption with various flow‑through share structures.
The company said the offering is expected to close on or about March 17, 2026, subject to the company’s timing discretion and required regulatory approvals.
From an investor perspective, the structure blends conventional units and tax‑advantaged flow‑through shares commonly used in Canadian mineral financing. The company did not disclose final allocation between the unit types or the use of proceeds in the amendment.
Regulatory approval remains a condition of closing. Potential investors should review the company’s public filings and consult professional advisers before making investment decisions.
What the amended offering includes
Following the company’s disclosure, the amended private placement is structured in three tranches. The first tranche allows issuance of up to 31,250,000 LIFE Units at $0.08 per unit for aggregate gross proceeds up to $2,500,000. Each LIFE Unit will comprise one common share and one‑half of a warrant.
The second tranche permits issuance of up to 62,500,000 Critical FT Shares at $0.096 per share, targeting up to $6,000,000 in gross proceeds. Each Critical FT Share is intended to qualify as a flow‑through share under subsection 66(15) of the Income Tax Act (Canada).
The third tranche provides for up to 79,750,000 Charity FT Units at $0.12 per unit for aggregate proceeds up to $9,570,000. Each Charity FT Unit will include one common share and one‑half of a warrant and will also be issued as a flow‑through share.
Dal punto di vista del paziente: investors should note the different tax characteristics and warrant coverage across the tranches. The structure mixes equity, flow‑through tax attributes and detachable warrants, which affect dilution and after‑tax returns.
Prospective investors must review the company’s public filings and consult professional advisers before making investment decisions. The offering remains subject to regulatory approvals and customary closing conditions.
Warrants, exercise terms and exemptions
Under the offering, each whole warrant will permit the purchase of one common share at an exercise price of $0.12. Warrants will be exercisable for a period of 36 months from closing.
Warrants issued under the Listed Issuer Financing Exemption will be subject to a 60‑day hold period before they become exercisable. The hold applies from the date of issuance and reflects the conditions of the exemption.
The LIFE Units and Charity FT Units are being offered under the Listed Issuer Financing Exemption pursuant to Part 5A of National Instrument 45‑106 and Coordinated Blanket Order 45‑935. The company says all offered securities may also be distributed under other prospectus exemptions where appropriate.
The company will ensure that issuances under the Listed Issuer Financing Exemption, together with prior issuances in the preceding 12 months, do not exceed 50% of its outstanding listed equity securities. That percentage is measured immediately prior to the first such issuance in the applicable 12‑month period.
Issuance and exercise remain subject to regulatory approvals and customary closing conditions required by the applicable securities authorities.
Use of proceeds and tax treatment
Following closing, the company said proceeds from the offering will fund exploration and critical mineral mining expenditures at the Kwyjibo Rare Earth Project and related lithium properties in Quebec. The funds will also support working capital and general corporate purposes. The company committed to use gross proceeds from the sale of Critical FT Shares and Charity FT Units to incur eligible Canadian exploration expenses that qualify as flow‑through critical mineral mining expenditures under the Tax Act. Those qualifying expenditures are to be incurred on or before December 31, 2027, and the renunciation in favour of purchasers will be effective December 31, 2026. If the company does not renounce or incur 100% of the qualifying expenditures, it will indemnify affected purchasers for any incremental taxes arising from that failure. Issuance and exercise remain subject to regulatory approvals and customary closing conditions required by the applicable securities authorities.
U.S. and other jurisdiction restrictions
Following issuance and exercise, the company will not register the offered securities under the United States Securities Act of 1933. As a result, the securities may not be offered or sold in the U.S. or to U.S. persons unless registration is completed or a valid exemption applies.
The company may rely on available exemptions, including Ontario Securities Commission Rule 72‑503, to distribute securities in certain cross-border circumstances. Any such reliance remains subject to regulatory approvals and customary closing conditions imposed by the relevant securities authorities.
From the investor perspective, this press release does not constitute an offer to sell or a solicitation to buy securities in any U.S. jurisdiction where such an offer or solicitation would be unlawful. Investors should consult legal counsel before acting on the information provided.
Disclosure, advisors and next steps
An amended and restated offering document describing the securities to be issued under the Listed Issuer Financing Exemption has been filed. The document is available on the company’s SEDAR+ profile and on the company website. Prospective investors should read the offering document carefully before deciding to invest.
Legal counsel to the company in connection with the offering is Wildeboer Dellelce LLP. The company has engaged capital partners to assist with placement efforts, including Integrity Capital Group Inc., BT Global Growth Inc., Independent Trading Group (ITG), Inc., and Kernaghan & Partners Ltd.
For inquiries, contact Rene Bharti, Vice President, Corporate Development, by email at [email protected] or by phone at +1 (647) 965 2173. Investors are advised to seek independent legal and financial advice before acting on the information provided.
Forward‑looking statements and disclaimers
As noted, investors are advised to seek independent legal and financial advice before acting on the information provided. This communication contains forward‑looking information about the offering, regulatory approvals, and proposed use of proceeds. Such statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.
Readers should not place undue reliance on forward‑looking statements. The company does not undertake to update these statements except as required by applicable law. Neither the TSX Venture Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release. From the investor’s perspective, an evidence-based assessment of risks and independent professional advice remain essential before making investment decisions.
