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

(TheNewswire)

CALGARY, ALBERTA – TheNewswire - December 22, 2025 -Lithium Chile Inc. (TSX Venture Exchange: LITH) (OTC-QB: LTMCF) (“LithiumChile” or the “Company”) ispleased to announce the Company has entered into a definitive sharepurchase agreement (the “Definitive Agreement”) with China UnionHoldings Ltd. (the “Purchaser”), an arm'slength party, for the sale (the "Transaction") ofits Argentine subsidiary, Argentum Lithium S.A. (“Argentum”).

Transaction Highlights:

• Sale Structure: The Purchaser will acquire 100% of theCompany’s shares in Argentum, a corporation existing under the lawsof Argentina, which indirectly holds interests in the Arizaro salarlithium 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 incash at closing, with 92.5% to be released at the closing and 7.5%held in escrow for eighteen (18) months to secure post-closingindemnity obligations, all in accordance with the Definitive Agreementand an escrow agreement to be entered into by the parties. 

• Guarantee Deposit: The Purchaser has agreed to fund aUSD $5,000,000 guarantee deposit into a dedicated escrow account inaccordance with a deposit escrow agreement. The guarantee deposit isintended to secure the Purchaser's payment obligations and willbe released in accordance with the Definitive Agreement and thedeposit escrow agreement. 

• Closing Conditions: Completion of the Transactionremains subject to: 

  • The acquisition by Argentum of an additional 17.8%equity interest in ARLI S.A. (ARLI), an Argentine corporation that wasestablished to hold all property rights and concessions comprising theArizaro Project, from LitiAr S.A. (LitiAr”), theCompany’s joint venture partner. Upon completion, Argentum’sownership of ARLI will increase to 80% 

  • The carve out or divestiture by SALTA LITIO S.A., asubsidiary of the Company, of the Block 4 property and certainrelatedwater rights, in accordance with theDefinitive Agreement; 

  • Receipt of all required governmental and regulatoryapprovals;  

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

  • Such other conditions as are contained in theDefinitive Agreement.  

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

• Closing Timeline: The Definitive Agreement stipulatesthat closing will take place on the fifth business day followingsatisfaction or waiver of all condition’s precedent, or such otherdate as may be agreed to in writing by the parties. The DefinitiveAgreement may be terminated by mutual consent, if closing has notoccurred within 180 days of the date of the Definitive Agreement(unless the parties agree in writing to extend this deadline), and insuch other circumstances as provided in the Definitive Agreement. 

Steve Cochrane, President & CEO of Lithium Chile,commented, “Executing theDefinitive Agreement represents a transformative milestone for LithiumChile. This transaction will crystallize significant value fromArizaro, allowing us to return capital to shareholders whilecontinuing to focus on advancing our highly prospective Chileanportfolio.

The Transaction will constitute a "ReviewableTransaction" under the policies of the TSX Venture Exchange(“TSXV”). Inconnection with the Transaction, the Company expects to pay to VentumFinancial, an arm’s length party, a cash financial advisory feeequal to 1.0% of the total consideration payable under the Transactionat Closing. Payment of this fee is subject to the acceptance of theTSXV. Additional details regarding the terms of the Transaction areset out in the Definitive Agreement, which will be filed under theCompany's profile on SEDAR+ at www.sedarplus.ca. The abovedescription of the terms of the Transaction is qualified in itsentirety by reference to the full text of the Definitive Agreement.This press release contains forward?looking statements concerning aproposed transaction. There is no assurance that the Transaction willbe completed as proposed, or at all. Investors should be aware thatthe Transaction is contingent upon the satisfaction or waiver ofconditions set out in the Definitive Agreement, including completionof pre?closing steps, obtaining necessary governmental, regulatoryand stock exchange approvals, and receipt of any required shareholderapprovals.

Next Steps

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

ABOUT LITHIUM CHILE

Lithium Chile Inc. is an exploration company with aportfolio of 11 properties spanning 106,136 hectares in Chile and29,245 hectares on the Salar de Arizaro in Argentina. The Company hassuccessfully advanced its Arizaro project with the completion of NI43-101 compliant Resource Report, Preliminary Economic Assessment andPrefeasibility Study which are all accessible on SedarPlus.ca underLithium Chile’s profile.

Lithium Chile’s common shares are listed on the TSX-Vunder the symbol “LITH” and on the OTCQB under the symbol“LTMCF”.

To find out more about Lithium Chile, pleasecontact:

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

Or

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

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATIONSERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXVENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACYOF THIS RELEASE.

FORWARD LOOKING STATEMENTS AND RISKFACTORS:

This news release may contain certain forward-lookinginformation and forward-looking statements within the meaning ofapplicable securities legislation (collectively "forward-looking statements"). Generally, forward-looking statements can beidentified using forward-looking terminology such as"expected", "anticipated", "aims to","plans to" or "intends to" or variations of suchwords and phrases or statements that certain actions, events orresults "will" occur. Forward-looking statements in thisnews release include, but are not limited to, statements regarding:the timing and completion of the Transaction; the satisfaction orwaiver of closing conditions, including completion of pre-closingsteps; the receipt of all necessary governmental, regulatory and stockexchange approvals, acceptances and clearances (including TSXVacceptance) and any required shareholder approvals; the anticipatedrelease and application of escrowed funds and the guarantee deposit;the expected timing of closing; the cash financial advisory feeexpected to be paid by the Company in connection with the Transaction;the Company's ability to realize the anticipated transactionvalue; and the Company’s plans, including potential return ofcapital and continued advancement of its Chilean portfolio.

Such forward-looking statements are based on variousassumptions and factors that may prove to be incorrect, including, butnot limited to, factors and assumptions with respect to: the abilityof the parties to satisfy the conditions to closing in a timelymanner; the completion of the pre-closing acquisition of additionalequity in ARLI and the carve-out of the Arizaro 4 property and certainwater rights; the timing and receipt of required approvals,acceptances and clearances, including TSXV acceptance, any requiredapprovals and clearances from applicable governments, regulators andbodies in Canada, the People’s Republic of China, Argentina andother relevant jurisdictions, and any required shareholder approvals;the absence of legal or regulatory impediments; the continued validityand enforceability of the underlying mining concessions and waterrights; the accuracy of title opinions and due diligence; thePurchaser's ability to obtain necessary financing and regulatoryclearances; the stability of the legal and regulatory framework inArgentina; the absence of material adverse changes affecting theArizaro Project or ARLI; the accuracy of management’s estimates andexpectations; general business and economic conditions; commodityprices; geopolitical stability between relevant jurisdictions; foreignexchange rates; and the timing and terms of the escrow and depositarrangements.

Although the Company believes that the assumptions andfactors on which such forward-looking statements are based arereasonable, undue reliance should not be placed on the forward-lookingstatements because the Company can give no assurance that they willprove to be correct or that any of the events anticipated by suchforward-looking statements will transpire or occur, or if any of themdo so, what benefits the Company will derive therefrom. Actual resultsmay vary from those currently anticipated due to a number of factorsand risks including, but not limited to: the risk that the Transactionwill 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 requiredshareholder approvals) are not obtained, are delayed or are obtainedsubject to conditions;  the risk that requiredregulatory 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 toconditions or undertakings that materially alter the terms oranticipated benefits of the Transaction; the possibility thatministries or regulators, in connection with the ownership or transferof critical mineral interests, may prohibit the Transaction or imposerestrictions, additional conditions, or new regulatory requirements;the risk that changing governmental policies or geopoliticalconsiderations relating to critical minerals, foreign investment, or national security may adversely impactthe completion or terms of the Transaction; risks related to foreigninvestment review processes and potential national securityassessments in multiple jurisdictions; the risk of trade restrictionsor other measures affecting cross-border transactions betweenCanadian, Chinese, and Argentine entities; the risk of legalproceedings, disputes, or challenges to the Transaction by thirdparties, regulatory bodies, or other stakeholders; risks related to the validity, enforceability and scope ofmining concessions and water rights underlying the Arizaro Project;the risk of title defects, encumbrances or third-party claimsaffecting the project assets; risks related to environmentalliabilities, permits and compliance obligations; the Purchaser'sability 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 ordelayed release of deposits; the inability to complete pre-closingsteps in the manner and on the timelines contemplated; changes inlaws, regulations, policies or enforcement priorities; political andregulatory risks in the jurisdictions in which the Company operates;legal proceedings; counterparty and escrow risks; currency exchangefluctuations; operational risks inherent in mineral exploration anddevelopment; commodity price volatility; andgeneral business, economic, competitive, market and geopoliticalconditions.

Readers are cautioned that the foregoing risk factorsare not exhaustive. Undue reliance should not be placed onforward-looking statements because Lithium Chile can give no assurancethat they will prove to be correct or that any of the eventsanticipated by forward-looking statements will transpire or occur, orif any of them do, what benefits Lithium Chile will derive therefrom.Additional risks and uncertainties not presently known to the Companyor that the Company currently believes to be immaterial may alsoadversely affect the Company. Theforward-looking statements included in this news release are made asof the date of this news release and LithiumChile does not undertake to update any forward-looking statementsherein, except as required by applicable securities laws. Allforward-looking statements contained in this news release areexpressly qualified by this cautionary statement.

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