File: Attachment LEXI - News Release - Announcing Definitive Agreement.pdf

PRESS RELEASE

/ NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

Toronto, Ontario August 28th, 2024 Lithium Energi Exploration Inc. (TSXV:LEXI) (the "Company" or "LEXI") is pleased to announce, further to its news release dated July 18, 2024, it has entered into a definitive agreement (the "Definitive Agreement") with Arena Investors, LP ("Arena") regarding the non- brokered private placement (the "Offering") of 82,248,115 units of the Company (the "Units") at a price of C$0.05 per Unit for aggregate gross proceeds of US$3 million (or C$4,112,405.76 based off an exchange rate of C$1.00:US$0.7295).

Each Unit consists of one common share and one full common share purchase warrant (a "Warrant") with each Warrant entitling the holder to acquire an additional common share at an exercise price of C$0.055 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, comprised of 15,000,000 Units for an aggregate purchase price of C$750,000 (the "First Tranche"). Completion of the second tranche (the "Second Tranche") of the Offering remains subject to approval by the TSX Venture Exchange (the "TSXV") and the completion of certain funding conditions set forth in the Definitive Agreement, including signing an amendment, for no additional cash proceeds, to the pre-existing credit facility dated February 1, 2023, as amended on May 19, 2023, to, among other things, provide Arena the right, subject to shareholder and TSXV approval, to convert or partially convert the outstanding principal and interest amounts relating to the Credit Facility and removing the ability of LEXI to prepay, in whole or in part, the principal and any interest thereon (the "Amendment"). Subject to the minimum pricing permitted by the policies of the TSXV, 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 TSXV.

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. (the "Termination Fee").

All securities issued in connection with the Offering will be subject to a four-month-and-one-day statutory hold period. - 2 -

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 a related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon the exemption from the formal valuation requirements of MI 61-101 pursuant to section 5.5(b) if 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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Lithium Energi Exploration Inc. Lithium Energi Exploration Inc. is an exploration company focused on the acquisition, exploration, and development of lithium brine assets in Argentina. Headquartered in Toronto, Ontario, with offices in Catamarca, Argentina, the Company's shares are listed on the TSX Venture Exchange (TSXV: LEXI), the Frankfurt Exchange (FSE: L09) and the U.S. OTC markets (OTC:LXENF). LEXI'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% interest in Triangle Lithium Argentina, S.A., 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 km long and up to 20 km across and the Hombre Muerto Salar, Argentina's long- producing lithium basin. LEXI is committed to innovation, sustainability, and quality, striving to differentiate itself from other players in the industry to maximize its potential for success. For more information, please visit our website at lithiumenergi.com.

For more information about Lithium Energi Exploration Inc., please view the Company's filings at www.SEDAR.com.

ON BEHALF OF THE BOARD OF DIRECTORS

"Ali Rahman"

Ali Rahman, Chief Executive Officer and Director - 3 -

FOR FURTHER INFORMATION PLEASE CONTACT: Ian Murphy Tel: (310) 689-6397 Email: press@lithiumenergi.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward- looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, including in relation to the closing of the Second Tranche and use of proceeds thereof, receiving shareholder and TSXV approval of the Amendment, the satisfaction of the funding conditions, the occurrence of a superior proposal, and TSXV approval of Tranche 2 are forward- looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: the absence of material changes with respect to the Company and its businesses; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; the successful negotiation and execution of definitive documentation and the receipt of all requisite approvals. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure its shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.