Mr. Srini Godavarthy reports

LI-METAL ANNOUNCES PRIVATE PLACEMENT FINANCING OF UP TO $2,000,000

Li-Metal Corp. has initiated a non-brokered private placement to raise gross proceeds of up to $2-million, comprising 20 million units at 10 cents per unit.

The company also announces that is currently in advanced discussions with an arm's-length party for the potential sale of the company's lithium production business. At this time, the parties have not agreed on terms or timing for the completion of a transaction, and there is no certainty that an agreement will be reached or a transaction completed. The intention of the transaction would be to enhance the company's balance sheet and provide capital to allow the company to focus on its lithium metal anode business.

The offering

Each unit will consist of one common share of the company and one-half of a common share purchase warrant; each whole warrant will entitle the holder to purchase one common share of the company at a price of 20 cents per share for a period of 24 months following the date of issuance. Additionally, the warrants will be callable during the 24-month period, at the option of the company, in the event that the 20-day volume-weighted average price of the company's common shares meets or exceeds 40 cents for 10 consecutive trading days based on trades on a recognized Canadian stock exchange (which includes the Canadian Securities Exchange). Subscribers will be notified of the call provision being triggered and will have a 30-day period to exercise the warrants.

Any securities issued under the offering will be subject to a statutory hold period of four months and one day from the date of issuance. The anticipated closing date of the offering is June 28, 2024. Closing of the financing is subject to CSE approval.

The offering will be conducted by the company utilizing the existing security holder prospectus exemption under Ontario Securities Commission Rule 45-501 -- Ontario Prospectus and Registration Exemptions and other equivalent provisions of applicable securities laws in other jurisdictions in Canada (collectively, the existing security holder exemptions), as well as the accredited investor exemption under National Instrument 45-106 -- Prospectus and Registration Exemptions, and also other exemptions available to the company.

The company will make the offering available to all shareholders of the company as of June 7, 2024, who are eligible to participate under the existing security holder exemptions and who have notified the company by no later than June 21, 2024, at 5 p.m. (Eastern Time) of their intention to participate in the offering. The existing security holder exemptions limit a shareholder to a maximum investment of $15,000 unless the shareholder certifies in the subscription agreement that he or she has obtained advice regarding the suitability of the investment from a registered investment dealer, or otherwise qualifies to rely on another private placement exemption.

In the subscription agreement, shareholders will be required to certify the number of common shares of the company held as of the record date and the total number of units they wish to subscribe for. Each existing shareholder on the record date will be entitled to purchase that number of units equal to at least their pro rata share based on the common shares owned on the record date, subject to a $4,000 minimum subscription. Any additional available units will be allocated by the company based on subscriptions received and units available. Orders will be processed by the company on a first-come, first-served basis such that it is possible that a subscription received from a shareholder may not be accepted by the company if the offering is oversubscribed. Any person who becomes a shareholder of the company after the record date shall not be entitled to participate in the offering under the existing security holders exemptions.

The company intends to use the net proceeds from the offering for general working capital purposes.

Existing shareholders of the company are directed to contact the company for further information concerning subscriptions for shares pursuant to the existing shareholder exemption.

About Li-Metal Corp.

Li-Metal is a Canadian-based vertically integrated battery materials company and innovator commercializing technologies to enable next-generation batteries for electric vehicles and other applications. The company believes its patented lithium metal technology, next-generation battery anode technology and production methods are significantly more sustainable than existing solutions, and offer lighter, more energy-dense and safer batteries. Li-Metal's battery materials support battery developers' ability to power more cost-effective electric vehicles that go farther and unlock the future of transportation.

We seek Safe Harbor.