Mr. Richard Quesnel reports

CONSOLIDATED LITHIUM METALS INC. SIGNS DEFINITIVE AGREEMENT WITH SOQUEM TO EARN UP TO 80% UNDIVIDED INTEREST IN THE KWYJIBO RARE EARTH PROJECT, QUEBEC

Consolidated Lithium Metals Inc. entered into, on Nov. 17, 2025, a binding definitive agreement with Soquem Inc., a wholly owned subsidiary of Investissement Quebec, pursuant to which the company has acquired an option to earn, subject to the satisfaction of certain conditions, an undivided interest of up to 80 per cent in the Kwyjibo rare earth project, located 125 kilometres northeast of the city of Sept-Iles in the Cote-Nord region of Quebec.

Transaction summary

Phase I -- Consolidated Lithium Metals to acquire a 60-per-cent undivided interest in project

Pursuant to the terms of the DA, Consolidated Lithium Metals is appointed as the operator of the project and may earn a 60-per-cent undivided interest in the project in consideration for payments and issuances of common shares of the company upon each of the yearly anniversaries of the signature of the DA during the five-year period following the entering into of the transaction. Such payments and common share issuances total an aggregate amount of $23.15-million and are allocated as follows (in each case subject to and in accordance with the rules and policies of the TSX Venture Exchange):

• $5.65-million in cash to Soquem;
• C$5.50m payable to Soquem in common shares at a price per share equal to the greater of: (i) the discounted market price (as such term is defined in the policies of the TSX-V) on the day of issuance, and (ii) the most recent closing price of the common shares on the TSX-V immediately prior to the day of issuance, less a 10-per-cent discount;
• $12-million invested in the project to advance the following key stages of the project's development:
  • Negotiation and ratification of an impacts and benefits agreement with the Innu of Takuaikan Uashat mak Mani-utenam;
  • Metallurgical study to confirm environmental viability of extraction and processing of rare earth in the region of the project;
  • Environmental permitting from the Bureau d'acceleration des projets;
  • Initiation of at least a 5,000-metre drilling campaign for potential expansion of the project's resources;
  • Initiation of a bankable feasibility study to evaluate the technical and economic viability of the project.

Upon satisfaction of these conditions and acquisition by the company of the initial 60-per-cent undivided interest in the project, Consolidated Lithium Metals and Soquem will form a joint venture in respect of the project to be governed by customary terms and conditions in respect of a joint venture of this nature.

Phase II -- Consolidated Lithium Metals to acquire an additional 20-per-cent undivided interest in the project, resulting in an aggregate undivided interest of 80 per cent

Following completion of the phase I option described above, Consolidated Lithium Metals may earn an additional 20-per-cent undivided interest in the project (for a total of 80 per cent) in consideration for payments and issuances of common shares upon each of the yearly anniversaries of the signature of the DA during the three-year period following expiry of the period of the phase I option. Such payments and common share issuances total an aggregate additional amount of $22-million and are allocated as follows (in each case subject to and in accordance with the rules and policies of the TSX-V):

• $4.5-million in cash to Soquem;
• $4.5-million payable to Soquem in common shares at a price per share equal to the greater of: (i) the discounted market price (as such term is defined in the policies of the TSX-V) on the day of issuance; and (ii) the most recent closing price of the common shares on the TSX-V immediately prior to the day of issuance, less a 10-per-cent discount;
• $13-million invested in the project to advance the following project milestones:
  • Completion of the feasibility study;
  • Access road construction;
  • Electrical transmission line construction;
  • Underground mine construction;
  • Processing facilities construction.

The DA also contemplates the following:

• Consolidated Lithium Metals shall be entitled to enter into discussions with Soquem and Investissement Quebec to acquire the remaining 20-per-cent interest in the project.
• Failure by Consolidated Lithium Metals to make all or any portion of the above payments and common share issuances within the deadlines described above and in the DA will result in Consolidated Lithium Metals losing the relevant option to acquire the relevant undivided interest.

Throughout phases I and II described above, Consolidated Lithium Metals will act as project operator in collaboration with Soquem.

About the project

The project consists of mining claims, applications, leases or other forms of mineral rights hosting an IOCG-style (iron-oxide copper/gold) mineral system with significant rare earth enrichment, particularly neodymium, praseodymium, dysprosium, terbium and yttrium.

The project is located near established infrastructure, including the QNS&L rail line and the port of Sept-Iles, and the company believes it can benefit from access to Quebec's hydroelectric power grid.

Soquem has conducted extensive exploration, geophysics and metallurgical test work to date, which the company believes establishes a strong foundation for the advancement toward completion of the feasibility study.

Management commentary

Richard Quesnel, chief executive officer of Consolidated Lithium Metals, commented: "This DA with Soquem represents a unique opportunity to partner with a Quebec government-backed entity. With rising global demand for NdPr and key heavy rare earth elements, we strongly believe that the project has the potential to become a stable supplier of high-purity production for diversified North American, European and Asian supply chains.

Quebec's established permitting framework -- combined with consultations with the Innu of Takuaikan Uashat mak Mani-utenam and active provincial/federal support for critical minerals development -- may provide an accelerated pathway through permitting, construction and the ramp-up to production, subject to completion of the feasibility study."

The transaction is an arm's-length transaction for the purposes of the policies of the TSX-V and the acquisition of the undivided interest described above remains subject to several conditions, including, without limitation, the receipt by the company of the approval of the TSX-V for the issuance of common shares as described above. No finders' fees are payable in connection with the transaction and no change of control of the company is expected to result from the transaction.

Qualified person

The scientific and technical information contained herein has been reviewed and approved by Jean Lafleur, PGeo/Geo (OGQ, No. 833), an independent technical adviser to the company, who is a qualified person as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects.

About Consolidated Lithium Metals Inc.

Consolidated Lithium Metals is a Canadian junior mining exploration company trading under the symbol CLM on the TSX-V and under the symbol Z36 on the Frankfurt Stock Exchange. 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.

We seek Safe Harbor.