Lithium Chile Executes the Formal Agreement for the Sale of its Argentine, Arizaro Project

Transaction Highlights:

• Sale Structure: The Purchaser will acquire 100% of the Company's shares in Argentum, a corporation existing under the laws of Argentina, which indirectly holds interests in the Arizaro salar lithium project in Salta Province, Argentina (the "Arizaro Project").

• Transaction Value: The purchase price is USD $175,000,000, subject to customary closing adjustments and payable in cash at closing, with 92.5% to be released at the closing and 7.5% held in escrow for eighteen (18) months to secure post-closing indemnity obligations, all in accordance with the Definitive Agreement and an escrow agreement to be entered into by the parties.

• Guarantee Deposit: The Purchaser has agreed to fund a USD $5,000,000 guarantee deposit into a dedicated escrow account in accordance with a deposit escrow agreement. The guarantee deposit is intended to secure the Purchaser's payment obligations and will be released in accordance with the Definitive Agreement and the deposit escrow agreement.

• Closing Conditions: Completion of the Transaction remains subject to:

  • The acquisition by Argentum of an additional 17.8% equity interest in ARLI S.A. (ARLI), an Argentine corporation that was established to hold all property rights and concessions comprising the Arizaro Project, from LitiAr S.A. (LitiAr"), the Company's joint venture partner. Upon completion, Argentum's ownership of ARLI will increase to 80%

  • The carve out or divestiture by SALTA LITIO S.A., a subsidiary of the Company, of the Block 4 property and certain relatedwater rights, in accordance with the Definitive Agreement;

  • Receipt of all required governmental and regulatory approvals;

  • Acceptance of the Transaction by the TSX Venture Exchange and receipt of any required shareholder approvals;

  • Such other conditions as are contained in the Definitive Agreement.

• Termination Fees: The Definitive Agreement provides for the payment of a USD $17,500,000 termination fee by the Company or the Purchaser if the Definitive Agreement is terminated in certain specified circumstances.

• Closing Timeline: The Definitive Agreement stipulates that closing will take place on the fifth business day following satisfaction or waiver of all condition's precedent, or such other date as may be agreed to in writing by the parties. The Definitive Agreement may be terminated by mutual consent, if closing has not occurred within 180 days of the date of the Definitive Agreement (unless the parties agree in writing to extend this deadline), and in such other circumstances as provided in the Definitive Agreement.

Steve Cochrane, President & CEO of Lithium Chile, commented, "Executing the Definitive Agreement represents a transformative milestone for Lithium Chile. This transaction will crystallize significant value from Arizaro, allowing us to return capital to shareholders while continuing to focus on advancing our highly prospective Chilean portfolio.

The Transaction will constitute a "Reviewable Transaction" under the policies of the TSX Venture Exchange ("TSXV"). In connection with the Transaction, the Company expects to pay to Ventum Financial, an arm's length party, a cash financial advisory fee equal to 1.0% of the total consideration payable under the Transaction at Closing. Payment of this fee is subject to the acceptance of the TSXV. Additional details regarding the terms of the Transaction are set out in the Definitive Agreement, which will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca. The above description of the terms of the Transaction is qualified in its entirety by reference to the full text of the Definitive Agreement. This press release contains forward?looking statements concerning a proposed transaction. There is no assurance that the Transaction will be completed as proposed, or at all. Investors should be aware that the Transaction is contingent upon the satisfaction or waiver of conditions set out in the Definitive Agreement, including completion of pre?closing steps, obtaining necessary governmental, regulatory and stock exchange approvals, and receipt of any required shareholder approvals.

Next Steps

Both parties have agreed to work diligently to satisfy the closing conditions set forth in the Definitive Agreement. Lithium Chile will make further disclosure in accordance with applicable securities laws and TSXV policies, as may be necessary, and will provide updates as material developments occur.

ABOUT LITHIUM CHILE

Lithium Chile Inc. is an exploration company with a portfolio of 11 properties spanning 106,136 hectares in Chile and 29,245 hectares on the Salar de Arizaro in Argentina. The Company has successfully advanced its Arizaro project with the completion of NI 43-101 compliant Resource Report, Preliminary Economic Assessment and Prefeasibility Study which are all accessible on SedarPlus.ca under Lithium Chile's profile.

Lithium Chile's common shares are listed on the TSX-V under the symbol "LITH" and on the OTCQB under the symbol "LTMCF".

To find out more about Lithium Chile, please contact:

Steven Cochrane, President and CEO via email: steve@lithiumchile.ca

Or

Michelle DeCecco, COO via email: michelle@lithiumchile.ca or phone: 403-393-1990.

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.

FORWARD LOOKING STATEMENTS AND RISK FACTORS:

This news release may contain certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). Generally, forward-looking statements can be identified using forward-looking terminology such as "expected", "anticipated", "aims to", "plans to" or "intends to" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements in this news release include, but are not limited to, statements regarding: the timing and completion of the Transaction; the satisfaction or waiver of closing conditions, including completion of pre-closing steps; the receipt of all necessary governmental, regulatory and stock exchange approvals, acceptances and clearances (including TSXV acceptance) and any required shareholder approvals; the anticipated release and application of escrowed funds and the guarantee deposit; the expected timing of closing; the cash financial advisory fee expected to be paid by the Company in connection with the Transaction; the Company's ability to realize the anticipated transaction value; and the Company's plans, including potential return of capital and continued advancement of its Chilean portfolio.

Such forward-looking statements are based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: the ability of the parties to satisfy the conditions to closing in a timely manner; the completion of the pre-closing acquisition of additional equity in ARLI and the carve-out of the Arizaro 4 property and certain water rights; the timing and receipt of required approvals, acceptances and clearances, including TSXV acceptance, any required approvals and clearances from applicable governments, regulators and bodies in Canada, the People's Republic of China, Argentina and other relevant jurisdictions, and any required shareholder approvals; the absence of legal or regulatory impediments; the continued validity and enforceability of the underlying mining concessions and water rights; the accuracy of title opinions and due diligence; the Purchaser's ability to obtain necessary financing and regulatory clearances; the stability of the legal and regulatory framework in Argentina; the absence of material adverse changes affecting the Arizaro Project or ARLI; the accuracy of management's estimates and expectations; general business and economic conditions; commodity prices; geopolitical stability between relevant jurisdictions; foreign exchange rates; and the timing and terms of the escrow and deposit arrangements.

Although the Company believes that the assumptions and factors on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct or that any of the events anticipated by such forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. Actual results may vary from those currently anticipated due to a number of factors and risks including, but not limited to: the risk that the Transaction will not be completed on the terms or timing currently contemplated, or at all; the risk that required approvals, acceptances or clearances (including governmental approvals, TSXV acceptance and any required shareholder approvals) are not obtained, are delayed or are obtained subject to conditions; the risk that required regulatory or governmental approvals, acceptances and clearances, including from Argentinian, Canadian, Chinese or other authorities, may not be obtained, may be delayed, or may be obtained subject to conditions or undertakings that materially alter the terms or anticipated benefits of the Transaction; the possibility that ministries or regulators, in connection with the ownership or transfer of critical mineral interests, may prohibit the Transaction or impose restrictions, additional conditions, or new regulatory requirements; the risk that changing governmental policies or geopolitical considerations relating to critical minerals, foreign investment, or national security may adversely impact the completion or terms of the Transaction; risks related to foreign investment review processes and potential national security assessments in multiple jurisdictions; the risk of trade restrictions or other measures affecting cross-border transactions between Canadian, Chinese, and Argentine entities; the risk of legal proceedings, disputes, or challenges to the Transaction by third parties, regulatory bodies, or other stakeholders; risks related to the validity, enforceability and scope of mining concessions and water rights underlying the Arizaro Project; the risk of title defects, encumbrances or third-party claims affecting the project assets; risks related to environmental liabilities, permits and compliance obligations; the Purchaser's ability to secure necessary financing to complete the Transaction; counterparty credit risk and the Purchaser's financial capacity; risks related to escrow arrangements and the potential forfeiture or delayed release of deposits; the inability to complete pre-closing steps in the manner and on the timelines contemplated; changes in laws, regulations, policies or enforcement priorities; political and regulatory risks in the jurisdictions in which the Company operates; legal proceedings; counterparty and escrow risks; currency exchange fluctuations; operational risks inherent in mineral exploration and development; commodity price volatility; and general business, economic, competitive, market and geopolitical conditions.

Readers are cautioned that the foregoing risk factors are not exhaustive. Undue reliance should not be placed on forward-looking statements because Lithium Chile can give no assurance that they will prove to be correct or that any of the events anticipated by forward-looking statements will transpire or occur, or if any of them do, what benefits Lithium Chile will derive therefrom. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also adversely affect the Company. The forward-looking statements included in this news release are made as of the date of this news release and Lithium Chile does not undertake to update any forward-looking statements herein, except as required by applicable securities laws. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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