Lithium South Announces Signing of Acceptance Letter for Share Purchase Agreement with POSCO Argentina S.A.U.

Rhea-AI Summary

Lithium South (OTCQB:LISMF / TSX-V:LIS) signed a Share Purchase Agreement acceptance letter with POSCO Argentina for the sale of its wholly owned NRG Metals Argentina unit and Hombre Muerto North lithium claims.

Key terms include a US$65 million cash price (before taxes), payment for Hydra X and XI claims, a 100% share redemption at CAD$0.505 per share, and an Annual General and Special Meeting on February 19, 2026 (record date January 5, 2026). Closing is expected in March 2026 and is subject to shareholder, Supreme Court of British Columbia, and Exchange approvals; the company intends to delist and pursue dissolution on completion.

Positive

• US$65 million cash sale price for NRG Metals Argentina
• Planned 100% share redemption at CAD$0.505 per share
• Canaccord Genuity acted as financial advisor

Negative

• Company intends to delist from TSX Venture Exchange on closing
• Company will pursue dissolution after transaction completion
• Closing requires shareholder, court, and Exchange approvals
• Multiple warrants expire before estimated March 2026 closing

Key Figures

Sale price US$65 million Cash consideration for sale of NRG Metals Argentina S.A.

Share redemption price CAD$0.505 per share Planned redemption of 100% of issued and outstanding common shares

AGSM date February 19, 2026 Meeting for disinterested shareholders to vote on the transaction

Record date January 5, 2026 Shareholders entitled to vote at the AGSM

Expected closing March 2026 Target effective date of the transaction

Warrants @ $0.35 4,540,907 warrants Exercise price $0.35, expiring January 18, 2026

Warrants @ $0.455 (Jan) 2,904,000 warrants Exercise price $0.455, expiring January 19, 2026

Warrants @ $0.80 5,745,334 warrants Exercise price $0.80, expiring February 25, 2026

Market Reality Check

$0.3111 Last Close

Volume Volume 118,212 is about 1.41x the 20-day average of 84,123 ahead of the transaction update. normal

Technical Price at $0.318 is trading above the 200-day MA of $0.17, indicating a pre-news upward bias.

Peers on Argus

LISMF gained 0.85% while key peers showed mixed moves: FTMDF up 2.7%, CYDVF down 3.19%, NILIF down 5.71%, indicating a stock-specific driver rather than a broad lithium-sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Aug 07	Sale timeline update	Positive	+10.9%	Outlined due diligence and definitive agreement timeline for POSCO project sale.
Sep 22	Due diligence progress	Positive	+4.6%	Announced substantial completion of due diligence and move to definitive agreement talks.
Nov 12	Funding approved	Positive	+9.1%	POSCO approved and allocated funds, confirming <b>US$65M</b> acquisition price for NRG unit.
Nov 20	SPA deadline extension	Neutral	-2.0%	Extended deadline to formalize SPA to Dec 5, 2025 due to logistics and holidays.
Dec 08	Definitive SPA signed	Positive	-3.1%	Signed SPA with POSCO, set <b>US$65M</b> price and <b>CAD$0.505</b> full share redemption plan.

Pattern Detected

News around the POSCO sale has generally seen positive price reactions, but the latest definitive SPA announcement drew a negative move, suggesting some investor caution as the wind-up terms crystallize.

Recent Company History

This announcement continues a series of updates on Lithium South’s planned sale of NRG Metals Argentina and the Hombre Muerto North lithium project to POSCO Argentina for US$65 million. Earlier milestones—initial sale timeline on Aug 7, 2025, due diligence progress on Sep 22, 2025, funding approval on Nov 12, 2025, and an SPA deadline extension on Nov 20, 2025—were generally met with positive or modestly negative moves. Today’s news adds firm terms, a CAD$0.505 share redemption, and a targeted closing in March 2026 with plans for delisting and dissolution.

Market Pulse Summary

This announcement formalized Lithium South’s sale of NRG Metals Argentina to POSCO Argentina for US$65 million and outlined a full redemption of shares at CAD$0.505, followed by delisting and dissolution. Investors may monitor the February 19, 2026 AGSM, the January 5, 2026 record date, and the expected closing in March 2026, along with warrant exercises ahead of completion. Conditions include shareholder, court, and exchange approvals, which remain key execution checkpoints.

Key Terms

share purchase agreement financial

"it has signed a Share Purchase Agreement ("SPA") with POSCO Argentina"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

incentive stock options financial

"All in-the-money incentive stock options ("Options") and common share purchase warrants"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

warrants financial

"in-the-money incentive stock options ("Options") and common share purchase warrants ("Warrants")"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

delisting regulatory

"the Company will apply to the TSX Venture Exchange ... to delist its Shares"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

dissolution regulatory

"and will move forward with dissolution proceedings."

Dissolution is the formal process of ending a company's legal existence, closing its operations, selling off assets, settling debts, and distributing any remaining money to owners. For investors it matters because dissolution can wipe out stock value or produce a final payout after creditors are paid; think of it like closing a store, selling the inventory to pay bills, and giving whatever is left to the owners.

forward-looking statements regulatory

"This news release contains certain "forward-looking statements" within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

tsx venture exchange regulatory

"Neither the TSX Venture Exchange nor its Regulation Services Provider"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

AI-generated analysis. Not financial advice.

Highlights

• Share Purchase Agreement Acceptance Letter signed with POSCO Argentina S.A.U.

• Sale of NRG Metals Argentina S.A. for US$65 Million

• All Company common shares to be redeemed at CAD$0.505 per common share

• Annual and General and Special Meeting called for February 19, 2026 for shareholder approval to the transaction

VANCOUVER, BC / ACCESS Newswire / December 8, 2025 / Lithium South Development Corporation (the "Company" or "Lithium South") (TSX-V:LIS)(OTCQB:LISMF)(Frankfurt:OGPQ) is pleased to announce that, further to its news releases of July 30, 2025, August 7, 2025, September 22, 2025, November 12, 2025 and November 20, 2025, it has signed a Share Purchase Agreement ("SPA") with POSCO Argentina S.A.U. ("POSCO") which establishes the terms for the sale of NRG Metals Argentina S.A., the wholly owned subsidiary of the Company (the "Transaction") and 100% holder of the Hombre Muerto North Lithium Project, Sophia I, II and III claims as well as the recently acquired Hydra X and XI claims located in Salta Province, Argentina. Terms of the sale are is a cash price of US$65 million before taxes, payment of the Hydra X and XI claims and other closing costs. Canaccord Genuity Corp. acted as Financial Advisor in connection with this transaction. R.C.I. Capital acted as Strategic Advisor in connection with this transaction.

Annual General and Special Meeting

The Company has scheduled its annual general and special meeting (the "AGSM") for February 19, 2026 for disinterested shareholders to vote on the Transaction. The record date for the shareholders entitled to vote at the AGSM has been set as January 5, 2026.

Share Redemption

In connection with the Transaction, the Company intends to redeem 100% of its issued and outstanding common shares (each a "Share") from the shareholders at a redemption price of CAD$0.505 per Share. Further details on the redemption process will be provided shortly.

Options and Warrants

All in-the-money incentive stock options ("Options") and common share purchase warrants ("Warrants") must be exercised prior to the effective date of the Transaction which is expected to be in March 2026. The following tranches of outstanding warrants have an expiry date prior to the estimated closing in March 2026:

• 4,540,907 warrants with an exercise price of $0.35 per common share expiring January 18, 2026

• 2,904,000 warrants with an exercise price of $0.455 per common share expiring January 19, 2026

• 4,483,174 warrants with an exercise price of $0.455 per common share expiring February 12, 2026

• 5,745,334 warrants with an exercise price of $0.80 per common share expiring February 25, 2026

Warrant holders are advised that they must exercise their warrants if they wish to participate in the share redemption as outlined above. These warrants will not be repriced or have their terms extended. Further information will be provided in the immediate future.

Delisting from TSXV and Dissolution of Company

On completion of the Transaction, the Company will apply to the TSX Venture Exchange (the "Exchange") to delist its Shares from the Exchange and will move forward with dissolution proceedings.

Completion of the Transaction is subject to a number of conditions, including the Company receiving approval from its disinterested shareholders at the AGSM, approval from the Supreme Court of British Columbia, and approval from the Exchange.

On behalf of the Board of Directors

Adrian F. C. Hobkirk
President and Chief Executive Officer
Investors / Shareholders call 855-415-8100 / website: www.lithiumsouth.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange has not reviewed the content of this news release and therefore does not accept responsibility or liability for the adequacy or accuracy of the contents of this news release.

This news release contains certain "forward-looking statements" within the meaning of Section 21E of the United States Securities and Exchange Act of 1934, as amended. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based upon opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors which could cause actual results to differ materially from those projected in the forward-looking statements. The reader is cautioned not to place undue reliance on forward-looking statements. We seek safe harbor.

SOURCE: Lithium South Development Corp.

View the original press release on ACCESS Newswire

FAQ

What price did Lithium South (LISMF) agree to sell NRG Metals Argentina for?

Lithium South agreed to a US$65 million cash price before taxes.

When is the Lithium South (LISMF) shareholder meeting to vote on the POSCO sale?

The Annual General and Special Meeting is scheduled for February 19, 2026 with record date January 5, 2026.

How much will shareholders receive if Lithium South (LISMF) redeems all shares?

The company intends to redeem 100% of shares at CAD$0.505 per common share.

Which approvals are required to close the POSCO transaction for LISMF?

Closing is subject to disinterested shareholder approval, Supreme Court of British Columbia approval, and Exchange approval.

What happens to Lithium South (LISMF) shares after the POSCO transaction closes?

The company plans to apply to delist from the TSX Venture Exchange and proceed with dissolution.

Do LISMF warrant holders need to act before the POSCO transaction closes?

Yes; in-the-money options and warrants must be exercised before the effective date and will not be repriced or extended.