Lithium Ionic Completes C$18.3 Million Private Placement

• The company raised C$18,263,091 through a non-brokered private placement, issuing 26,090,130 units at C$0.70 per unit across two tranches.
• Each unit consists of one common share and one warrant exercisable at C$0.90 per share for 24 months.
• Insiders purchased 947,929 units in the final tranche, constituting a related party transaction exempt from formal valuation and minority approval requirements under MI 61-101.
• The company will issue 7,790,109 common shares to RTEK International for completing a feasibility study that reduced targeted capital expenditure by US$75.2 million.
• Proceeds are allocated for development of Brazilian properties and general corporate purposes, with no finder's fees paid.

Lithium Ionic Corp. (TSXV: LTH, OTCQB: LTHCF, FSE: H3N) is a Canadian mining company with lithium exploration and development properties in Brazil. The company's Itinga and Salinas projects cover 14,668 hectares in northeastern Minas Gerais state. The projects are located in the same region as CBL's Cachoeira lithium mine, which has produced lithium for over 30 years, and Sigma Lithium Corp.'s Grota do Cirilo project.

The company operates in Minas Gerais, a jurisdiction with established mining operations and existing lithium production. The region hosts the largest hard-rock lithium deposit in the Americas at the Grota do Cirilo project.

Final Tranche Closing of Private Placement

Lithium Ionic closed the second and final tranche of its private placement on 3 October 2025, raising C$5,417,992 through 7,739,989 units. The first tranche closed on 29 September 2025. The combined offering totalled C$18,263,091 from 26,090,130 units. The company described the placement as oversubscribed in its announcement.

Units were priced at C$0.70 each, with each unit comprising one common share and one warrant. The warrants allow holders to purchase one additional common share at C$0.90 for 24 months from the closing date. If all 26,090,130 warrants are exercised, the company would receive an additional C$23,481,117.

The company designated proceeds for development of its Brazilian properties and general corporate purposes. The financing was completed without broker involvement, resulting in no finder's fees. Securities issued are subject to a four-month hold period under securities laws and require TSX Venture Exchange approval.

RTEK Compensation for Feasibility Study Completion

The company intends to issue 7,790,109 common shares to RTEK International DMCC under a services agreement dated 2 April 2025. The shares represent compensation for RTEK's support in completing a National Instrument 43-101 feasibility study announced on 17 September 2025. The study identified a targeted capital expenditure reduction of US$75.2 million compared to the company's May 2024 feasibility study.

The share issuance is structured as payment for services rather than cash compensation. This transaction requires approval from the TSX Venture Exchange before completion. The feasibility study represents a technical milestone for the company's project development.

The capital expenditure reduction identified in the updated feasibility study relates to the company's Brazilian lithium properties. The study was completed under the services agreement with RTEK, with share compensation forming part of that arrangement.

Insider Participation and Regulatory Compliance

Insiders purchased 947,929 units in the final tranche at the same C$0.70 price as other participants. This insider participation constitutes a related party transaction as defined under Multilateral Instrument 61-101, which governs transactions between companies and their insiders.

The transaction qualifies for exemption from formal valuation and minority shareholder approval requirements under MI 61-101. The exemption applies because neither the fair market value of the units purchased by insiders nor the consideration paid exceeds 25% of the company's market capitalisation. This threshold determines whether enhanced shareholder protections are required.

The company disclosed the insider participation and its regulatory classification in the news release. Related party transactions must meet specific criteria under Canadian securities regulations, which aim to protect minority shareholders in transactions involving company insiders.

Looking Forward

Lithium Ionic has closed its private placement financing and announced the RTEK share compensation arrangement. The company received C$18,263,091 in gross proceeds from the offering. Outstanding approvals include final acceptance from the TSX Venture Exchange for both the private placement and the RTEK share issuance.

The company stated it will use proceeds for development of its Brazilian properties and general corporate purposes. The four-month hold period on securities will expire in early February 2026. Warrants issued in the placement remain exercisable until October 2027, which could provide additional funding if holders exercise them.