Lithium Chile — Capital/Financing Update 2025

Sep 19, 2025

No securities regulatory authority or regulator has assessed the merits of these Securities or reviewed this document. Any representation to the contrary is an offence. This Offering (as defined herein) may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

The securities described in this offering document have not been 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, and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. This amended and restated offering document (the "Offering Document") does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities described herein within the United States. "United States" has the meaning ascribed to it in Regulation S under the U.S. Securities Act.

AMENDED AND RESTATED OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

September 18, 2025

LITHIUM CHILE INC. ("Lithium Chile" or the "Company")

PART 1. SUMMARY OF OFFERING

What are we offering?

Offering:

The Company is offering up to 13,000,000 units (the "Units") at a price of $0.50 per Unit (the "Offering Price") for aggregate gross proceeds of up to $6,500,000 (the "Offering") pursuant to and in accordance with the "listed issuer financing" exemption from the prospectus requirement available under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption").

The Offering will be completed on a "best efforts" private placement basis pursuant to an agency agreement to be entered into on the Closing Date (as defined below) among the Company and Canaccord Genuity Corp., as lead agent and sole bookrunner (the "Lead Agent"), on its own behalf and on behalf of a syndicate of agents to be formed in connection with the Offering (together with the Lead Agent, the "Agents").

Description of Securities Offered:

Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one

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Common Share (a "Warrant Share") at a price of $0.70 per Warrant Share until the date that is 5 years following the Closing Date.

Agents' Option:

The Agents have also been granted an option (the "Agents' Option") exercisable by the Agents, in full or in part, at any time prior to the Closing Date to sell up to an additional 1,950,000 Units (the "Option Units") at the Offering Price for up to an additional $975,000 in gross proceeds. References to the Offering will include any Units, Common Shares and Warrants comprising the Units, and Warrant Shares issued under the Agents' Option.

Offering Size:

Up to 13,000,000 Units at the Offering Price for gross proceeds of up to $6,500,000 (or up to 14,950,000 Units at the Offering Price for up to $7,475,000 in gross proceeds if the Agents' Option is exercised in full). There is no minimum amount.

Selling Jurisdictions

The Units that may be sold pursuant to the Offering will be offered (i) to purchasers resident in each of the provinces of Canada (other than Quebec) pursuant to the LIFE Exemption, (ii) to purchasers in the United States that are "accredited investors" as defined in Rule 501(a) of Regulation D ("Regulation D") under the U.S. Securities Act pursuant to the exemption from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions from the registration requirements of applicable securities laws of any state of the United States, and (iii) to purchasers in jurisdictions other than Canada and the United States provided the distribution of the Units in such jurisdiction can be made pursuant to available exemptions from the prospectus, registration or similar requirements of such jurisdiction and otherwise in accordance with all applicable local laws.

Closing Date:

The Offering is expected to close on or about October 7, 2025, or on such date as may be agreed upon by the Company and the Lead Agent, and, in any event, on or before a date not later than 45 days after the date of the filing of this Offering Document.

Exchange:

The Shares are listed on the TSX Venture Exchange (the "TSXV") under the symbol "LITH" and on the OTCQB (the "OTC") under the symbol "LTMCF".

Last Closing Price:

On September 17, 2025, the closing price of the Shares on the TSXV was $0.57 and on the OTC was USD$0.4289.

All references in this Offering Document to "dollars", "C$" or "$" are to Canadian dollars, unless otherwise stated.

Changes from Offering Document dated September 17, 2025

Due to investor demand, the Company has amended its agreement with the Lead Agent to increase the size of the previously announced offering from up to $5,000,000 to up to $6,500,000. Under the revised Offering, the Company is offering up to 13,000,000 Units at the Offering Price for gross proceeds of up to $6,500,000 (or up to 14,950,000 Units, for gross proceeds of up to $7,475,000 if the Agents' Option is exercised in full).

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The Company is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 Prospectus Exemptions. In connection with this offering, the issuer represents the following is true:

• The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
• The Company has filed all periodic and timely disclosure documents that it is required to have filed.
• The Company is relying on the exemptions in Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Order") and is qualified to distribute securities in reliance on the exemptions included in the Order.
• The total dollar amount of this offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption and under the Order in the 12 months immediately preceding the date of the news release announcing this offering, will not exceed $25 000 000.
• The Company will not close this offering unless the issuer reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.

• The Company will not allocate the available funds from this offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Offering Document contains "forward-looking information" within the meaning of applicable Canadian securities legislation ("forward-looking statements"). In some cases, forward-looking statements can be identified by words or phrases such as "may", "might", "will", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek", "believe", "predict", "assume", "budget", "strategy", "scheduled", "forecast", "target" or "likely", or the negative forms of these terms, or other similar expressions (or variations of such words or phrases) or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. In particular, forward-looking statements in this Offering Document include, but are not limited to, statements with respect to: the Company's intended allocation of available funds to the Company's two principal projects: the Arizaro Project in Argentina and the Coipasa Project in Chile, the expected completion of an environmental impact assessment at Arizaro, the anticipated advancement of work at the Chascha Sur block, including the anticipated host of the fresh water resource to support a future production facility, future capital expenditures, anticipated content, commencement, and cost of exploration programs in respect of the Company's projects and mineral properties, including at the Coipasa project which is expected to include geophysical work, surface sampling and an initial drill program, anticipated exploration program results from exploration activities, resources and/or reserves on the Company's projects, and the anticipated business plans and timing of future activities of the Company. All statements other than statements of historical fact included in this Offering Document, including, without limitation, statements regarding the future plans and objectives of the Company, predictions, expectations, beliefs, projections, assumptions or future events are forward-looking statements.

These forward-looking statements are not historical facts and are not guarantees of future performance and involve assumptions, estimates and risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Forward-looking statements are based on the assumptions, beliefs, expectations and opinions of management on the date the statements are made concerning anticipated financial performance, business prospects, strategies, regulatory developments, development plans, exploration and development activities, commitments and future opportunities, many of which are difficult to predict and beyond our control. In connection with the forward-looking statements contained in this Offering Document, we have made certain assumptions about, among other things, the Company's business operations, including the Company's growth potential, future prospects and opportunities, including that no significant event will occur outside the Company's normal course of business operations; the demand for and future prices of commodities and minerals; the future impact of pandemics, endemics and epidemics; the Company's financial resources and its ability to raise any necessary additional capital on reasonable terms; general business and economic conditions; the accuracy of budgeted exploration costs and expenditures; results of exploration activities being as anticipated and being completed in accordance with anticipated timelines and costs; future currency exchange rates and interest rates; the Company's ability to attract and retain skilled personnel and directors; political and regulatory stability; competitive conditions; stable and favourable market (including labour, financial and capital market) conditions in Canada; the timely receipt of governmental, regulatory and third-party approvals, licenses and permits on favourable terms; results, costs and timing of future exploration and drilling programs; our relationship with stakeholders, including local communities; and our ability to acquire additional properties on favourable terms. Although management considers those assumptions to be reasonable on the date of this Offering Document based on information currently available to us, these assumptions are subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking statements. The Company cautions that the foregoing list of assumptions is not exhaustive. Other events or circumstances could cause results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements contained in this Offering Document.

Investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, actions, events, conditions, performance or achievements to be materially different from those expressed or implied by the forward-looking statements, including, without limitation, those related to:

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continuing as a going concern; ability to meet financial commitments; exploration, development and operating risks; dependence on few mineral properties; the early stage status of the Company's mineral properties and the nature of exploration; fluctuations in commodity prices; environmental laws, regulations and permitting requirements and environmental hazards; relationships with local communities and aboriginal groups; property option agreements, license agreements and similar arrangements; geopolitical risks; information technology, including cyber security risks; social and environmental activism; the application for and receipt of required permits and approvals; potential acquisitions and their integration with the Company's business; compliance with laws; the Company's requirements for additional capital; flow-through financings; factors inherent in the exploration and development of mineral properties that are outside of the Company's control; title to mineral properties; inflation; adverse general economic conditions; access to and the availability of adequate infrastructure; limits of insurance coverage and the occurrence of uninsurable risks; competitive conditions in the mineral exploration and mining businesses; human error; the influence of third party stakeholders; the growth of the Company; litigation or other proceedings; expansion into other geographical areas; outbreaks of contagious diseases; the Company's compliance with evolving corporate governance and public disclosure regulations; investment in the Units; the potential for dilution to holders of Common Shares; the volatility of the market price for the securities of mining companies and the market price for the Common Shares; and the Company's ability to maintain the listing of the Common Shares on a stock exchange.

The factors identified above are not intended to represent a complete list of the risks and factors that could affect any of the forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results, actions, events, conditions, performance or achievements not to be as anticipated, estimated or intended. Forward-looking statements are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

The forward-looking statements contained herein are made as of the date of this Offering Document and, accordingly, are subject to change after such date. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

PART 2. SUMMARY DESCRIPTION OF BUSINESS

What is our business?

Lithium Chile Inc. is a Canadian exploration company focused on advancing a portfolio of lithium projects within the prolific lithium triangle of Argentina and Chile. The Company controls one of the largest land positions held by a junior mining company in the region with over 110,500 hectares in Chile and 29,245 hectares in Argentina.

Lithium Chile remains an exploration-stage issuer, without current revenues from its mineral exploration activities. Operations are funded primarily through equity financing which is not expected to significantly change in the immediate future.

The Company was incorporated under the Business Corporations Act (Alberta) on October 18, 2010. The Company's head office and registered and records office is located at 700, 903 – 8th Avenue SW, Calgary, Alberta, Canada, T2P 0P7.

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Recent developments

There are no recent developments involving or affecting the Company that have not been disclosed in this Offering Document or in any other document filed by the Company.

Material facts

There are no material facts about the securities being distributed that have not been disclosed in this Offering Document or in any other document filed by the Company in the 12 months preceding the date of this Offering Document.

What are the business objectives that we expect to accomplish using the available funds?

Over the coming 12-months, the Company intends to allocate available funds toward advancing its two principal projects: the Arizaro Project in Argentina and the Coipasa Project in Chile.

At the Arizaro Project, funds will be used to complete an environmental impact assessment, which is a required prerequisite for securing a future production permit for the Arizaro Project. In addition, the Company plans to advance work on the Chascha Sur block, located adjacent to Arizaro, which will host the freshwater resource that is necessary to support any future production facility.

At the Coipasa Project, the Company intends to initiate a planned exploration program following the recent receipt of one of the first Special Lithium Operating Contracts (each a "CEOL") granted by the Chilean Ministry marking the first-time exclusive rights under a CEOL were granted in several years. This program is expected to include geophysical work, surface sampling, and an initial drill program to better define the project's lithium potential.

Funds will also be applied to general and administrative expenses, investor awareness initiatives, and working capital requirements necessary to support ongoing operations.

PART 3. USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

See the "Fees and Commissions" section below.

		Assuming 100% of Offering(1)	Assuming 100% of Offering and full exercise of the Agents' Option
A	Amount to be raised by this Offering(2)	$6,500,000	$7,475,000
B	Selling commissions and fees(3)	($520,000)	($598,000)
C	Estimated offering costs (e.g., legal, accounting, audit)	($200,000)	($200,000)
D	Net proceeds of offering: D = A - (B+C)	$5,780,000	$6,677,000
E	Working capital as at most recent month end (deficiency)(4)	($1,501,642)	($1,501,642)

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F	Additional sources of funding	Nil	Nil
G	Total available funds: G = D+E+F	$4,278,358	$5,175,358

Notes:

(1) There is no minimum amount of funds that must be raised under this Offering.
(2) Assumed the maximum amount of gross proceeds will be raised pursuant to the Offering.
(3) Assumes no sales to President's List Purchasers (as defined herein) (see "Part 4 Fees and Commissions").
(4) The Company's working capital has declined since the most recently completed audited annual financial statements primarily due to cash being used in operations.

How will we use the available funds?

The Company intends to use the available funds as follows:

Description of intended use of available funds listed in order of priority^{1}	Assuming 100% of the Offering	Assuming 100% of the Offering and full exercise of the Agents’ Option
Advancement of Salar de Arizaro^{(1)}	$1,040,000	$1,287,588
Advancement of Salar De Coipasa^{(2)}	$970,000	$1,200,924
General working capital	$2,268,358	$2,686,846
Total:	$4,278,358	$5,175,358

Notes:

(1) Includes the completion of an environmental impact assessment which is a required prerequisite for obtaining a production permit on the project lands. Also includes advancements on the Chascha Sur block adjacent to the Arizaro Project which will host the freshwater resource critical to a future production plant.
(2) Includes continued work to advance licencing requirements, an exploration program including geophysics, surface sampling, and an initial drill program to define lithium potential.

The above allocation represents the Company's current intentions with respect to its use of available funds based on management's current knowledge, planning and expectations. Actual use of funds may differ from the estimates above for a number of reasons, including as a result of circumstances where, for business reasons, the Company determines, in its discretion, that it should reallocate the available funds; provided, however, that such uses will not include a significant acquisition, a restructuring transaction, or any transaction requiring approval of the Company's security holders.

The Company's ability to continue as a going concern is dependent on raising additional capital to fund its development plans and ultimately to attain profitable operations. As at June 30, 2025, the Company had an accumulated deficit of approximately $1,501,642 (December 31, 2024 - $1,019,371) and the Company expects to incur additional losses in the future. The Company's financial statements for the three months ended June 30, 2025 and 2024 contain a "going concern note", as (i) the financial statements were prepared assuming that the Company will continue as a going concern and (ii) material uncertainty exists that casts substantial doubt on the Company's ability to continue as a going concern. The Company's financial statements do not include any adjustments that may result from the outcome of this uncertainty, which adjustments could be material. For additional information regarding this "going concern note", please refer to our financial statements for the three months ended June 30, 2025 and 2024, which are filed on the Company's SEDAR+ profile at www.sedarplus.ca.

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The Offering is not anticipated to address any of the uncertainties underlying the "going concern note" contained in the Company's financial statements for the three months ended June 30, 2025 and 2024. The Company's ability to continue as a going concern will remain dependent on raising additional capital to fund its development plans and ultimately to attain profitable operations. There is no assurance that the Company will be successful in raising additional capital. Accordingly, there remains material uncertainty that casts substantial doubt on the Company's ability to continue as a going concern. Ultimately, in the event that the Company cannot obtain additional financial resources, or achieve profitable operations, it may need to liquidate its business interests and investors may lose their investment. Such financial resources may not be available or may not be available on reasonable terms.

How have we used the other funds we have raised in the past 12 months?

The Company has not raised other funds in the past 12 months.

PART 4. FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

Agents:	The Company has engaged Canaccord Genuity Corp. (the "Lead Agent") as lead agent and sole bookrunner, for and on behalf of a syndicate of agents to be formed in connection with the Offering (together with the Lead Agent, the "Agents").
Compensation Type:	Cash commission and broker warrants.
Cash Commission:	At the closing of the Offering, the Company shall pay the Agents a cash commission equal to 8.0% of the gross proceeds of the Offering, including any exercise of the Agents' Option, which will be withheld from the gross proceeds of the Offering (the "Cash Commission"); provided, however, that such Cash Commission shall be reduced to 4.0% of the gross proceeds of the Offering in respect of sales of Units to subscribers included on a "President's List" to be formed by the Company (the "President's List Purchasers").
Broker Warrants:	The Issuer will also issue to the Agents non-transferable broker warrants (the "Broker Warrants") equal to 8.0% of the number of Units sold under the Offering, including any exercise of the Agents' Option, provided, however, that such amount of Broker Warrants shall be reduced to 4.0% of the number of Units sold in respect of sales of Units to President's List Purchasers.
Each Broker Warrant shall entitle the holder thereof to acquire 1 Share for a period of 24 months from the Closing Date at an exercise price equal to the Offering Price.

Do the Agents have a conflict of interest?

To the knowledge of the Company, it is not a "related issuer" or "connected issuer" of or to any of the Agents, as such terms are defined in National Instrument 33-105 - Underwriting Conflicts.

PART 5. PURCHASERS' RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this Offering Document, you have a right

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a) to rescind your purchase of these securities with the Company, or
b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

PART 6. ADDITIONAL INFORMATION

Where can you find more information about us?

Security holders can access the Company's continuous disclosure at www.sedarplus.ca and may find additional information at our website, www.lithiumchile.ca

U.S. Securities Law Matters

The Units have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and, subject to certain exemptions from registration under the U.S. Securities Act and applicable state securities laws, may not be offered or sold within the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons.

This Offering Document does not constitute an offer to sell or a solicitation of an offer to buy any Units in the United States to, or for the account or benefit of, persons in the United States or a U.S. Person.

Purchasers should read this Offering Document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment in the Units.

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PART 7. DATE AND CERTIFICATE OF THE COMPANY

This Offering Document, together with any document filed under Canadian securities legislation on or after September 18, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

September 18, 2025

(signed) "Steven Cochrane"
Steven Cochrane
President and CEO

(signed) "Jana Lillies"
Jana Lillies
CFO