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Beyond Lithium Inc. — Capital/Financing Update 2025
Dec 19, 2025
48168_rns_2025-12-19_bcd9caaa-fbc5-4b48-ac76-2e2186feae78.pdf
Capital/Financing Update
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BEYOND LITHIUM INC.
MATERIAL CHANGE REPORT
FORM 51-102F3
Item 1. Name and Address
Beyond Lithium Inc. (the “Company”)
3000-360 Main Street
Winnipeg, Manitoba R3C 4G1
Item 2. Date of Material Change
December 17, 2025
Item 3. News Release
The material changes are described in a news release disseminated on December 18, 2025.
Item 4. Summary of Material Change
The Company announced that it has completed a non-brokered private placement of 10,748,750 flow-through units of Company (the “Units”) at a price of $0.04 per Unit for aggregate gross proceeds of $429,950 (the “Offering”). Each Unit consists of one common share in the capital of the Company that will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (a “Flow-Through Share”) and one-half of one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one non-flow-through common share in the capital of the Company for a period of twenty-four (24) months from the date of issuance at an exercise price of $0.10 per share, subject to customary adjustment provisions.
Item 5.1 Full Description of Material Change
The Company announced that it has completed the Offering consisting of 10,748,750 Units at a price of $0.04 per Unit for aggregate gross proceeds of $429,950. Each Unit consists of one Flow-Through Share and one-half of one Warrant. Each Warrant entitles the holder to purchase one non-flow-through common share in the capital of the Company for a period of twenty-four (24) months from the date of issuance at an exercise price of $0.10 per share, subject to customary adjustment provisions.
The gross proceeds from the Offering will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through critical mineral mining expenditures” as such terms are defined in the Income Tax Act (Canada) and, in respect of the gross proceeds from B.C. investors, that will also qualify as “BC flow-through mining expenditures” as defined in the Income Tax Act (British
Columbia) (the “Qualifying Expenditures”) related to the Company’s projects. All Qualifying Expenditures will be renounced in favour of the subscribers of the Units effective December 31, 2025.
In connection with the Offering, the Company paid certain eligible third parties dealing at arm’s length with the Company (the “Finders”): (i) cash commissions totalling $30,096.50, representing 7% of the proceeds raised from subscribers introduced to the Company by such Finders; and (ii) an aggregate of 752,413 non-transferable broker warrants (the “Broker Warrants”), representing 7% of the number of Units sold to such subscribers, each exercisable to acquire one common share of the Company for 24 months from the date of issuance at exercise price of $0.04 per share, subject to adjustment and acceleration provisions in certain circumstances.
The securities issued under the Offering (and any common shares issuable upon the exercise thereof) are subject to a hold period of four months and one day from their date of issuance.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable
Item 6. Reliance on subsection 7.1 (2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
No information has been omitted in respect of this material change.
Item 8. Executive Officer
Inquiries in respect of this material change report may be made to:
Beyond Lithium Inc.
Allan Frame
President and Chief Executive Officer
Tel: 403-470-8450
Email: [email protected]
Item 9. Date of Report
December 19, 2025