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SPOD LITHIUM CORP. — Capital/Financing Update 2025
Dec 15, 2025
47483_rns_2025-12-15_088f5967-2ba2-4374-9114-626224513300.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1: Name and Address of Company
Spod Lithium Corp. (the “Corporation” or “Spod”)
Suite 600-1090 West Georgia Street
Vancouver, BC V6E 3V7
Item 2: Date of Material Change
December 3, 2025
Item 3: News Release
A news release was issued and disseminated on December 3, 2025, and filed on SEDAR+ (www.sedarplus.ca).
Item 4: Summary of Material Change
The Corporation closed a second tranche of its previously announced non-brokered private placement offering (the “Offering”) on December 3, 2025, for cumulative gross proceeds of $88,000 from the sale of 4,400,000 Units (the “Units”) at a price of $0.02 per Unit of the Corporation.
Item 5: Full Description of Material Change
Pursuant to the terms of the Offering, each Unit consists of one common share in the share capital of the Corporation (each, a “Common Share”) and one (1) Common Share purchase warrant of the Corporation (each warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one additional Common Share (each, an “Additional Share”) at a price of $0.05 per Additional Share on the date that is twenty-four (24) months following the closing date. At the closing of the Offering, the Company paid Raymond James Ltd. ("Raymond James") a cash commission of $3,200 and issued 160,000 finder's warrants (exercisable into Additional Shares at $0.05 for a period of two years), representing 8% of the gross proceeds attributable to purchasers introduced by Raymond James.
The Corporation intends to use the net proceeds of the Offering for general working capital purposes, subject to compliance with applicable securities laws and Canadian Securities Exchange (“CSE”) policies. No insiders participated in the Offering.
All securities issued in connection with the Offering including any Additional Shares that may be issuable on exercise of the Warrants will be subject to a statutory hold period of four months and one day from the date of issuance, as well as a concurrent resale restriction under CSE policies requiring a CSE-prescribed legend restricting trading until the expiry of the hold period.
The securities pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States
or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable
Item 7: Omitted Information
None
Item 8: Executive Officer
Veronique Laberge
CFO
[email protected]
(647) 567-6757
spodlithiumcorp.com
Item 9: Date of Report
December 15, 2025