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SGML.V ·

Sigma Lithium Upsizes Previously Announced Private Placement by 40% to C$42.0 million and Increases Offering Price by 10% to C$4.40

Financings

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Sigma Lithium Upsizes Previously Announced

Private Placement by 40% to C$42.0 million and Increases

Offering Price by 10% to C$4.40

• The Offering book comprises primarily of institutional investors, including leading

global asset managers focused on ESG & sustainability

• Sigma was strongly supported by its current and new investors closely aligned in purpose

with Sigma’s commitment to an ESG-centric strategy, resulting in significant levels of

oversubscription in the Offering

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VANCOUVER, British Columbia, February 5, 202 1 -- SIGMA Lithium Resources Corporation

(“Sigma” or the “Company”) (TSXV: SGMA) (OTC-QB: SGMLF) is pleased to announce that, owing

to strong global institutional investor interest, it has increased the size of its previously announced non-

brokered private placement of common shares (the “Offering”) by 40%. The Company now intends to

issue up to 9,545,455 common shares (compared with 7,500,000 common shares previously announced) at

a 10% higher offering price of C$4.40 per share (compared with C$4.00 per share previously announced)

for gross proceeds of up to C$42.0 million.

The Offering book comprises primarily of institutional investors, including leading global asset managers

focused on ESG & sustainability , therefore closely aligned in purpose with Sigma’s commitment to an

ESG-centric strategy for the development of its Grota do Cirilo lithium project in Brazil (the “Project”).

The planned use of proceeds of the Offering is as set forth in the Company’s news release dated February

2, 2021 titled “Sigma Lithium Announces a C$30 Million Private Placement of Common Shares at C$4.00”,

with the additional proceeds from the increased Offering size to further enhance Sigma’s financi al

flexibility ahead of the start of construction of Phase 1 of the Project.

XP Investments US LLC , Cormark Securities Inc. and National Bank Financial Inc. acted as financial

advisors to the Company and may receive finder’s compensation in respect of certain orders. This

compensation will be comprised of (i) cash fees of up to 6% of the proceeds from su bscribers introduced

by finders and (ii) such number of warrants as is equal to up to 6% of the Common Shares purchased by

such introduced subscribers (each such warrant entitling the finder to acquire one Common Share at an

exercise price of C$4.40 per share and exercisable for one year after closing of the Offering). Other parties

will also receive finder’s compensation in connection with the Offering.

In connection with the Offering, the Company has entered into an agreement with the A10 Group to provide

services in respect of the Offering, and A10 Group will be entitled to finder’s compensation for purchases

by subscribers it introduces as described above. The arrangements with the A10 Group were considered

and unanimously approved by each of the directors of the Company unrelated to the A10 Group , and the

agreement with the A10 Group it is subject to customary approval of the TSX Venture Exchange (“TSXV”).

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Certain principals of the A10 Group are directors, officers or indirect significant shareho lders of the

Company, such that the arrangements with the A10 Group in respect of the Offering is a related party

transaction for purposes of Multi lateral Instrument 61-101 Protection of Minority Securityholders in

Special Transactions and Policy 5.9 of the TSXV (which incorporates such Multilateral Instrument by

reference). These arrangements are exempt from the formal valuation and minority shareholder approval

requirements of such Multilateral Instrument and TSXV Policy because the value of the transaction and the

compensation are below 25% of the Company’s market capitalization.

The Offering is scheduled to close on or about February 10, 2021 and is subject to certain conditions

including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV for

the increased size of the Offering.

The securities being offered have not been, nor will they be, registered under the United States Securities

Act of 1933, as amended (the “ 1933 Act”) and may not be offered or so ld in the United States absent

registration or an applicable exemption from the registration requirements of the 1933 Act, as amended,

and the applicable of state securities laws. The securities to be issued under the Offering may be offered

and sold in other jurisdictions outside of Canada and the United States provided that no prospectus filing,

or comparable obligation arises.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be

any sale of securities under the Offering, in any jurisdiction in which such offer, solicitation or sale would

be unlawful.

ABOUT SIGMA LITHIUM

Sigma is a Canadian company that has been producing environmentally sustainable battery -grade lithium

concentrate on a pilot scale since 2018 and shipping high -purity “green & sustainable” 6% Li2O battery -

grade lithium concentrate samples to some of the le ading global cathode and battery producers of electric

vehicles. The Company is in pre -construction (including the EPC and “contract -readiness” of core

construction suppliers) of a larger-scale lithium concentration commercial production plant in Phase 1 o f

the development of its Grota do Cirilo property . Based on the technical report titled “Grota do Cirilo

Lithium Project, Araçuaí and Itinga Regions, Minas Gerais, Brazil, National Instrument 43-101 Technical

Report on Feasibility Study Final Report” with an effective date of September 16, 2019 (the “Feasibility

Study Report”), it will contemplate a capacity to produce at the rate of 220,000 tonnes annually of battery-

grade “green” lithium concentrate and Sigma will be amongst the lowest -cost producers of l ithium

concentrate globally. The Feasibility Study Report is being updated to include the development of the

Project’s second deposit, contemplating production at the rate of 440,000 tonnes per annum (Phase 2 of the

Project).

To secure a leading position supplying the clean mobility and green energy storage value chain, Sigma has

adhered to the highest standards of environmental practices in line with its core values and mission since

starting activities in 2012. Sigma’s production process is powered by h ydroelectricity and the Company

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utilizes state -of the-art dry -stacking tailings management and water -recycling techniques in its

beneficiation process. Its corporate mission is to execute its strategy while embracing strict ESG principles.

Sigma’s shareholders include some of the largest ESG-focused institutional investors in the world.

FOR ADDITIONAL INFORMATION PLEASE CONTACT

Sigma Lithium Resources Corporation

www.sigmalithiumresources.com

Company Contact:

Anna Hartley

Director of Investor Relations

(London) +44 7866 458 093

[email protected]

FORWARD-LOOKING STATEMENTS

This news release includes certain "forward -looking statements" under applicable Canadian securities

legislation, including statements relating to the closing of the Offering, expected use of net proceeds and

TSXV approval. Forward-looking statements are necessarily based upon a number of estimates and

assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and

other factors which may cause the actual results and future events to differ materially from those expressed

or implied by such forward-looking statements. All statements that address future plans, activities, events,

or developments that the Company believes, expects or anticipates will or may occur are forward -looking

information, including statements regarding the potential development of resources and drilling plans which

may or may not occur. Forward-looking statements and information contained herein are based on certain

factors and assumptions regarding, among other things, receipt of all necessary approvals to complete the

Offering, the market price of the Company's securities, metal prices, exchange rates, t axation, the

estimation, timing and amount of future exploration and development, capital and operating costs, the

availability of financing, the receipt of regulatory approvals, environmental risks, title disputes, litigation

risks, failure of plant, equipment or processes to operate as anticipated, accidents, labour disputes, claims

and limitations on insurance coverage and other risks of the mining industry, changes in national and local

government regulation of mining operations, and regulations and oth er matters including the COVID -19

pandemic. There can be no assurance that such 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 pla ce undue reliance on forward -looking statements. The Company disclaims any intention or

obligation to update or revise any forward -looking statements, whether as a result of new information,

future events or otherwise, except as required by law. For more information on the risks, uncertainties and

assumptions that could cause our actual results to differ from current expectations, please refer to our public

filings available at www.sedar.com.

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Neither the TSX Venture Exchange nor its Regulation Services Pr ovider (as that term is defined in

the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

news release.