Mr. Ali Rahman reports

Further to its news release dated July 18, 2024, Lithium Energi Exploration Inc. has entered into a definitive agreement with Arena Investors LP regarding the non-brokered private placement of 82,248,115 units of the company at a price of five Canadian cents per unit for aggregate gross proceeds of $3-million (U.S.) (or $4,112,405.76 (Canadian) based off an exchange rate of $1 (Canadian):72.95 U.S. cents).

Each unit consists of one common share and one full common share purchase warrant, with each warrant entitling the holder to acquire an additional common share at an exercise price of 5.5 cents for a period of 60 months from the date of issuance.

The offering shall be completed in two tranches. Concurrent with signing the definitive agreement, the company closed the first tranche of the offering, comprising 15 million units for an aggregate purchase price of $750,000. The completion of the second tranche of the offering remains subject to approval by the TSX Venture Exchange and the completion of certain financing conditions set forth in the definitive agreement, including signing an amendment, for no additional cash proceeds, to the pre-existing credit facility dated Feb. 1, 2023, as amended on May 19, 2023, to, among other things, provide Arena the right, subject to shareholder and TSX-V approval, to convert or partially convert the outstanding principal and interest amounts relating to the credit facility and removing the ability of Lithium Energi Exploration to prepay, in whole or in part, the principal and any interest thereon. Subject to the minimum pricing permitted by the policies of the TSX-V, the conversion price under the amendment shall be the market price of the company's common shares determined in accordance with the policies of the TSX-V.

The definitive agreement is subject to termination in certain instances, including if the company receives a superior proposal and complies with its requirements under the definitive agreement. In the event the definitive agreement is terminated pursuant to the acceptance of a superior proposal, the company has agreed to pay a termination fee of $850,000.

All securities issued in connection with the offering will be subject to a four-month-and-one-day statutory hold period.

The net proceeds of the offering are expected to be used for working capital and general corporate purposes.

The offering and the amendment are considered related party transactions, within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying upon the exemption from the formal valuation requirements of MI 61-101, pursuant to Section 5.5(b) of MI 61-101, for both the offering and the amendment. The company is relying upon the exemption from minority shareholder approval requirements of MI 61-101, pursuant to Section 5.7(1)(e), for the offering and will be seeking minority shareholder approval for the amendment at the next annual general and special meeting of the shareholders. The company did not file a material change report more than 21 days before the expected closing of the first tranche because the details of the participation therein by related parties of the company were not settled until shortly prior to closing the first tranche and the parties wished to close on an expedited basis for business reasons.

The company continues its existing, successful drilling campaign in its Antofalla North project, as previously announced in the company's news release dated May 10, 2023, to further shareholder value.

About Lithium Energi Exploration Inc.

Lithium Energi Exploration is an exploration company focused on the acquisition, exploration and development of lithium brine assets in Argentina. The company is headquartered in Toronto, Ont., with offices in Catamarca, Argentina. Lithium Energi Exploration's portfolio of prospective lithium brine concessions in the Argentina province of Catamarca (heart of the lithium triangle) includes approximately 57,000 hectares and a 20-per-cent interest in Triangle Lithium Argentina SA, which owns an additional 15,000 hectares -- all located in and around the Antofalla salar, one of the largest basins in the region, which is over 130 kilometres long and up to 20 km across, and the Hombre Muerto salar, Argentina's long-producing lithium basin. Lithium Energi Exploration is committed to innovation, sustainability and quality, striving to differentiate itself from other players in the industry to maximize its potential for success.

We seek Safe Harbor.