Frontier Lithium is pleased to announce that it has entered into a definitive agreement for a financing of an unsecured convertible loan of the Company for aggregate gross proceeds of $3,350,000. The lender of the Convertible Loan is considered a “Related Party” of the Company under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and the policies of the TSX Venture Exchange, as the Lender is an affiliate or associated entity of Mr. Reginald (Rick) F. Walker (Chairman of the Board of Directors).

The net proceeds from the Financing will be used to purchase a vacant industrial site on Mission Island in Thunder Bay, Ontario on which the Company plans to build a Lithium Conversion Facility. The Mission Island Lands are comprised of 183 acres, including a 50-acre water lot. Frontier has held an option to purchase the Mission Island Lands since June 1, 2023. The Option is expected to be exercised, and the definitive purchase and sale agreement to purchase the Mission Island Lands is expected to be entered into on February 28, 2025, and this transaction is expected to close on February 28, 2025.

Thunder Bay, Ontario is the closest major city to the Company’s PAK lithium deposit located in northwestern Ontario and is strategically situated in the heart of Canada. The city boasts excellent transportation infrastructure and connectivity to other potential feedstock sources, as well as domestic and international markets for the potential future shipment of finished lithium salts.

The Financing

The loan is convertible into, or exercisable for, fully paid common shares in the capital of the Company. The Principal Amount of the Loan, together with any accrued and unpaid interest, will mature and become due and payable in cash on the date that is 18 months from the date of issue of the Convertible Loan, subject to earlier conversion. The Principal Amount owing under the Convertible Loan will accrue interest from the Issue Date at the Canadian Overnight Repo Rate Average plus 3.0% per annum and the interest will be calculated and compounded annually and payable and be due on the Maturity Date.

As the Convertible Loan will be unsecured debt obligations of the Company, each Convertible Loan will rank subordinate to all secured debt obligations of the Company. The Principal Amount may be converted (in whole or part), for no additional consideration, into Conversion Shares at the option of the Lender at any time after the Issue Date at a conversion price (the “Conversion Price“) of $0.65 per Conversion Share.

Upon not less than 20 days prior written notice to the Lender, the Company may prepay the Principal Amount and all other amounts, including any accrued and unpaid interest thereon, due hereunder. Upon providing notice of such prepayment to the Lender, the prepayment, together with all interest accrued through the prepayment date, shall be due and payable on the date set forth therein. Notwithstanding the foregoing, the Lender may elect to convert to Conversion Shares upon receiving such Notice. In addition, the Principal Amount and any interest accrued of the Convertible Loan may be repaid by the Company at any time without penalty.

The Financing is considered a “Related Party Transaction” under MI 61-101 and the TSXV Policies but is exempt from the formal valuation and minority approval requirements under subsections 5.5(a) and 5.7(1)a of MI 61-101 and Section 3.1 of Policy 5.9 of the TSXV Policies because neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Financing described herein, exceeds 25% of the Company’s market capitalization.

The Financing is expected to close on or about February 28, 2025, and is subject to TSXV approval. There is no finder’s fee owed pursuant to the Financing.

Interim Quarterly Financial Statements and MD&A

The Company also reports the filing of its interim financial results for the third quarter ended December 31, 2024. The Company’s financial statements and accompanying management’s discussion and analysis for the period ended December 31, 2024, have now also been filed on SEDAR+ (www.sedarplus.ca) and can be viewed under the company’s website at https://www.frontierlithium.com/.

About Frontier Lithium

Frontier Lithium Inc. is a pre-production mining company with an objective to become a strategic and integrated supplier of premium spodumene concentrates as well as battery-grade lithium salts to the growing electric vehicle, and energy storage markets in North America. The Company’s PAK Lithium project maintains the largest land position and resource in a premium lithium mineral district located in Ontario’s Great Lakes region.

About the PAK Lithium Project

The PAK Lithium Project is a fully integrated lithium development initiative, developing North America’s highest-grade lithium reserves. A joint venture between Frontier Lithium Inc. (92.5%) and Mitsubishi Corporation (7.5%), the project involves the extraction of lithium ore, advanced processing to produce high-purity lithium concentrates, and downstream refining facility to manufacture battery-grade lithium salts. A 2023 Pre-Feasibility Study by BBA E&C Inc., titled “National Instrument 43-101 Technical Report PFS PAK Lithium Project”, estimates a 24-year project life with a post-tax NPV (8%) of US$1.74 billion and an IRR of 24.1%. These results were disclosed in a May 31, 2023, press release and filed on SEDAR+ (www.sedarplus.ca).