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FRONTIER LITHIUM INC. — Capital/Financing Update 2026
Apr 9, 2026
44269_rns_2026-04-09_bd7b30ae-613a-48cf-9ccb-6b2fb5ec862d.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1
Name and Address of Company
Frontier Lithium Inc. (the "Company" or "Frontier")
2614 Belisle Dr, Val Caron, ON P3N 1B3
Item 2
Date of Material Change
April 8, 2026
Item 3
News Release
A news release with respect to the material change referred to in this report was issued by the Company through Global Newswire on April 8, 2026, and a copy of this news release was subsequently filed under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.com.
Item 4
Summary of Material Change
On April 8, 2026, the Company announced that it entered into an agreement with a syndicate of underwriters led by BMO Capital Markets (collectively the "Underwriters"), under which the Underwriters have agreed to buy on a bought deal basis 20,000,000 units (the "Units"), at a price of C$0.75 per Unit for gross proceeds of approximately C$15 million (the "Offering"). The Offering is expected to close on or about April 22, 2026 and is subject to Frontier receiving all necessary regulatory approvals, including approvals from the TSX Venture Exchange.
The Company has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any. Securities sold on exercise of the over-allotment option may be comprised of additional Units, Common Shares, Warrants or any combination thereof.
Item 5
Full Description of Material Change
5.1
Full Description of Material Change
On April 8, 2026, the Company announced that it entered into an agreement with a syndicate of underwriters led by BMO Capital Markets (collectively the "Underwriters"), under which the Underwriters have agreed to buy on a bought deal basis 20,000,000 units (the "Units"), at a price of C$0.75 per Unit for gross proceeds of approximately C$15 million (the "Offering"). The Offering is expected to close on or about April 22, 2026 and is subject to Frontier receiving all necessary regulatory approvals, including approvals from the TSX Venture Exchange.
Each Unit will be comprised of one common share of the Company (a "Common Share") and half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable to acquire one Common Share (a "Warrant Share") at a price of C$1.00 per Warrant Share for a period of two years from the closing of the Offering.
The Company has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any. Securities sold on exercise of the over-allotment option may be comprised of additional Units, Common Shares, Warrants or any combination thereof.
The net proceeds of the Offering will be used for advancing the PAK Lithium Project. These funds will support the completion of an updated mine and mill technical report, facilitate activities related to government-funded or cost-shared infrastructure initiatives, permitting, advancement of Lithium Conversion Study and cover general administrative as well as corporate expenses.
The Units will be offered by way of a short form prospectus in all of the provinces of Canada (except Quebec) and may also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"); and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
The securities offered have not been registered under the U.S. Securities Act, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 from this report on the basis that it is confidential information.
Item 8 Executive Officer
The following executive officer of the Company is knowledgeable about the material change and this report and may be contacted as follows:
Trevor Walker
President and Chief Executive Officer
Telephone: 705 897-7622
Item 9 Date of Report
April 9, 2026