Mr. Richard Quesnel reports

CONSOLIDATED LITHIUM METALS INC. SIGNS LETTER OF INTENT WITH SOQUEM TO EARN UP TO 80% INTEREST IN THE KWYJIBO RARE EARTH PROJECT, QUEBEC

Consolidated Lithium Metals Inc. has entered into a non-binding letter of intent, effective July 31, 2025, with Soquem Inc., a wholly owned subsidiary of Investissement Quebec, pursuant to which (subject to completion of several conditions precedent) the company may acquire an option to earn an up-to-80-per-cent interest in the Kwyjibo rare earth project, located 125 kilometres northeast of the city of Sept-Iles, in the Cote-Nord region of Quebec.

Proposed transaction summary

Phase 1: Consolidated Lithium to acquire a 60-per-cent undivided interest in project

Pursuant to the terms of the LOI, Consolidated Lithium may earn a 60-per-cent interest in the project and be appointed as its operator in exchange for payments and issuances of common shares of the company totalling an aggregate of $23.15-million within five years following the closing date of the proposed transaction, 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;
• $5.50-million payable to Soquem in common shares of the company, at a deemed price per share to be mutually agreed by the parties; and
• $12.00-million invested in the project to advance the following key stages of the project's development:
  • Negotiation and ratification of an impact and benefit 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 de projets;
  • Initiation of at least a 5,000-metre drilling campaign for potential expansion of project's resources; and
  • Initiation of a bankable feasibility study to evaluate the technical and economic viability of the project.

Phase 2 -- Consolidated Lithium to acquire an additional 20-per-cent undivided interest in the project, for a total of 80 per cent

Following completion of phase 1, Consolidated Lithium may earn an additional 20-per-cent interest in the project (for a total of 80 per cent) in exchange for payments or issuances of common shares of the company totalling an aggregate of an additional $22.00-million within three years following completion of the phase 1 term, allocated as follows (in each case subject to and in accordance with the rules and policies of the TSX Venture Exchange):

• $4.50-million in cash to Soquem;
• $4.50-million payable to Soquem in common shares of the company, at a deemed price per share to be mutually agreed by the parties; and
• $13.00-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; and
  • Processing facility construction.

The LOI also contemplates the following:

• Soquem has granted Consolidated Lithium a legally binding exclusivity period respecting the project, ending on Oct. 31, 2025.
• Consolidated Lithium shall be entitled to enter into discussions with Soquem and Investissement Quebec to acquire the remaining 20-per-cent interest in the project.
• Consolidated Lithium anticipates financing the proposed transaction through a combination of internal and external project financing resources, the support of existing shareholders, and the assistance of financial advisers.

Throughout phases 1 and 2, Consolidated Lithium expects to act as project operator in collaboration with Soquem. Consolidated Lithium anticipates that the definitive agreement respecting the proposed transaction shall be negotiated and executed on or before the end of the exclusivity period, being Oct. 31, 2025.

About the project

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

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 testwork to date, which the company believes establishes a foundation for the advancement toward feasibility.

Management commentary

Richard Quesnel, chief executive officer of Consolidated Lithium, commented: "This LOI with Soquem represents a unique opportunity to potentially partner with a Quebec-government-backed entity on what we believe to be one of the province's most strategically important rare earth assets. With a forecasted demand increase for NdPr and heavy rare earths, we anticipate that the project positions CLM as a potential key supplier to North American and European supply chains. The phased earn-in structure described in the LOI ensures disciplined capital allocation as we advance this project toward development."

The proposed transaction is an arm's-length transaction for the purposes of the policies of the TSX-V and remains subject to several closing conditions, including, without limitation: (a) execution of a definitive agreement between the parties; (b) the receipt by the company of all necessary corporate and regulatory approvals, including the approval of the TSX-V; (c) each party's representations and warranties in the definitive agreement being true and correct in all aspects as of the closing date; and (d) each party satisfying its covenants and obligations as contained in the definitive agreement. There can be no guarantees that the proposed transaction will be completed as contemplated or at all. The proposed transaction is anticipated to close on or before Oct. 31, 2025.

Qualified person

The scientific and technical information contained herein has been reviewed and approved by Jean Lafleur, PGeo/geo (OGQ, No. 833), 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 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 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.