Ms. Anna Hartley reports

SIGMA LITHIUM ANNOUNCES US$100 MILLION 5-YEAR INAUGURAL CONVERTIBLE BOND OFFERING; LOWERING FINANCING COSTS, EXTENDING DEBT MATURITY

Sigma Lithium Corp. has arranged a $100-million (U.S.) offering of senior unsecured convertible bonds due 2031, convertible at a 25-per-cent premium into CHESS depositary interests over common shares in the company.

Each CDI represents one common share of Sigma Lithium. The bonds are being offered solely outside of Canada and the United States to non-U.S. persons in accordance with Ontario Securities Commission Rule 72-503 and in reliance on Regulation S under the U.S. Securities Act of 1933, as amended. The net proceeds will refinance in full the company's senior secured debt with Synergy Capital and extend its debt maturity profile to 2031.

Rationale for the offering

The offering, the company's first convertible bond issuance, refinances Sigma Lithium's largest near-term debt obligation and aligns its debt profile with the planned production expansion. The senior secured debt with Synergy Capital matures in June, 2027, following the maturity extension announced on Oct. 23, 2026. The repayment of this debt:

• Significantly lengthens the recently extended maturity from June, 2027, to 2031, reducing short-term debt by approximately 80 per cent, from $125-million (U.S.) on a pro forma basis;
• Replaces a floating rate of SOFR plus 6.95 per cent per annum of the senior secured debt with a fixed 7.00-per-cent per annum coupon, lowering and fixing cash interest costs;
• Replaces secured debt with unsecured debt, releasing corporate security tied up in connection with the previous senior secured debt;
• Moves the earliest repayment date to 2029 (investor put) and final maturity to 2031.

The conversion is set at a 25-per-cent premium to the closing reference price per share and is not available for the first 12 months after closing, other than in limited circumstances.

Use of proceeds

The company intends to use the net proceeds to repay in full the outstanding amounts under the senior secured debt agreement with Synergy Capital. The balance of proceeds will be applied to growth capital expenditure and general corporate purposes.

Key terms of the bonds:

• Size: $100-million (U.S.);
• Coupon: 7.00 per cent per annum fixed, payable quarterly in arrears;
• Maturity: approximately November, 2031, five years from the closing date of the bonds; bonds not converted will be redeemed at 100 per cent of principal plus accrued but unpaid interest;
• Investor put: holders may require redemption of 100 per cent of principal at the end of year (approximately November, 2029);
• Conversion: into CDIs (one CDI per common share) at the conversion price, being a 25-per-cent premium to the reference share price; conversion is available from 12 months after the closing date to five business days before maturity, subject to certain customary exceptions;
• Dividend protection: full adjustment of the conversion price for dividends paid by the company; and
• Ranking: unsubordinated and unsecured obligations of Sigma Lithium.

Timetable and listing

The final conversion price is expected to be announced on Nov. 2, 2026, following pricing. The offering is expected to close on or about Nov. 16, 2026, subject to all necessary regulatory and stock exchange approvals, including TSX Venture Exchange approval.

The company has applied for the bonds to be listed on the Vienna MTF operated by the Vienna Stock Exchange (or an appropriate alternative exchange), with the listing of the bonds expected to become effective as soon as reasonably practicable after the closing date.

Important notices

The bonds are solely being offered for sale in jurisdictions outside of Canada pursuant to applicable regulatory requirements and in accordance with OSC Rule 72-503 (Distributions Outside Canada), provided it is understood that no prospectus filing or comparable obligation, continuing reporting requirement, or requisite regulatory or governmental approval arises in such jurisdictions. The bonds and any underlying securities thereunder, issued to investors outside of Canada pursuant to OSC Rule 72-503, will not be subject to a hold period under Canadian securities laws.

About Sigma Lithium Corp.

Sigma Lithium is the largest industrial mineral producer of lithium oxide concentrate in the Americas and is dedicated to industrializing socially and environmentally sustainable lithium materials to supply global producers of batteries for energy security. The company runs one of the world's largest lithium production sites -- the fifth-largest industrial mineral complex for lithium oxide concentrate -- at its Grota do Cirilo operation in Brazil. Sigma Lithium currently has a nameplate capacity to industrialize 330,000 tonnes of lithium oxide concentrate on an annualized basis at its mine and state-of-the-art cleantech industrial plant.

Sigma Lithium is at the forefront of environmental and social sustainability in the battery material supply chain. Its cleantech industrial plant combines nearly 100-per-cent water reuse, zero use of toxic chemicals, no tailings mud dams and 100 per cent renewable electricity. For more than three years, Sigma Lithium has recorded no lost-time accidents.

The company plans to resume its phase 2 expansion in 2027, which is designed to nearly double annual production capacity to 580,000 tonnes. It also plans a phase 3 expansion to increase capacity further to 830,000 tonnes.

(1) USGS.

We seek Safe Harbor.