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Century Lithium Corp. Capital/Financing Update 2021

Feb 9, 2021

43769_rns_2021-02-09_ef24921e-2722-45f1-afcb-a634e5dab902.pdf

Capital/Financing Update

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February 8, 2021

CYPRESS DEVELOPMENT CORP. TERM SHEET BOUGHT DEAL OFFERING OF UNITS

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of Canada (other than Québec). A copy of the preliminary short form prospectus, and any amendment, is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. Copies of the preliminary short form prospectus may be obtained from PI Financial Corp.’s VP Equity Capital Markets, Trina Wang, at 666 Burrard Street, 19th Floor, Vancouver, BC, V6C 3N1, or by email at [email protected]. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, the final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the “United States”), and may not be offered or sold within the United States, or to, or for the account or benefit of a U.S. Person (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) or a person in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws.

ISSUER: Cypress Development Corp. (the “ Company ”)

OFFERING: 6,800,000 units (“ Units ”) of the Company (the “ Offering ”). Each Unit shall consist of one common share in the capital of the Company (a “ Unit Share ”) and one transferable common share purchase warrant (each, a “ Warrant ”). Each Warrant shall be exercisable into one additional common share (a “ Warrant Share ”) for thirty six (36) months from closing at an exercise price of C$1.75 per Warrant Share.

OFFERING PRICE: C$1.25 per Unit (the “ Offering Price ”)

GROSS PROCEEDS: C$8,500,000

OVER-ALLOTMENT The Company has granted the Underwriter an option to purchase up to an additional 15% of the OPTION: aggregate number of Units sold under the Offering (the “ Over-Allotment Option ”) at the Offering Price. The Over-Allotment Option may be exercised, in whole or in part at any time up to the earlier of 30 days following the Closing Date of the Offering, for any number of Units, Unit Shares, Warrants, or any combination thereof at a price equal to the Offering Price for a Unit and a price to be agreed upon for the Units Shares and/or Warrants.

OFFERING BASIS: The Units will be offered by way of a short form prospectus offering, where qualified, to residents of all Provinces of Canada (other than Quebec) and such other jurisdictions (the “ Offering Jurisdictions ”) as may be agreed to by the Company and the Lead Underwriter. Any Units sold in the United States will be to investors in reliance upon applicable registration exemptions (Rule 144A of the United States Securities Act of 1933 and Rule 506 of Reg. D). USE OF PROCEEDS: The Company intends to use the net proceeds of the Offering to fund ongoing project development work including conducting a pilot plant test program at the 100%-owned Clayton Valley Lithium Project in Nevada, USA and for working capital and general corporate purposes. LISTING: The Company shall obtain the necessary approvals to list the Shares and the Warrant Shares on the TSX Venture Exchange, which listing shall be conditionally approved prior to the Closing Date. COMMISSION: The Company will pay a commission of 6.0% of the gross proceeds of the Offering on the closing of the Offering. The same commission shall be paid to the Underwriter in connection with any proceeds received pursuant to the exercise of the Over-Allotment Option. COMPENSATION The Company will issue on the Closing Date to the Underwriter compensation warrants (the OPTIONS:Compensation Warrants ”) entitling the Underwriter to purchase, at the Offering Price, that number of common shares of the Company equal to 6.0% of the aggregate number of Units issued by the Company under the Offering (including full Units issued upon exercise of the OverAllotment Option) for a period of 36 months from the Closing Date. ELIGIBILITY: The Unit Shares and the Warrant Shares will be qualified investments for RRSPs, RRIFs, DPSPs, RESPs and TFSAs, subject to customary qualifications. CLOSING DATE: On or about March 3, 2021 (the “ Closing Date ”) or such other date as the Underwriter and the Company may agree.

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