D2 Lithium Corp. — AGM Information 2022

May 17, 2022

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HELIOSX LITHIUM & TECHNOLOGIES CORP.

Form of Proxy – Annual General Meeting to be held on June 24, 2022

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United Kingdom Building 350 – 409 Granville St Vancouver, BC V6C 1T2

Appointment of Proxyholder Print the name of the person you are appointing if this person I/We being the undersigned holder(s) of HeliosX Lithium & Technologies Corp. hereby is someone other than the Management Nominees listed herein: appoint Christopher Brown or failing this person, Sameer Uplenchwar. OR

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of HeliosX Lithium &Technologies Corp. to be held at Suite 205, 1170 Kensington Crescent, N.W., Calgary, Alberta at 11:00 a.m. (Calgary Time) or at any adjournment thereof.

	hristopher Brownor failing this person,Sameer Uplenchwar.OR	hristopher Brownor failing this person,Sameer Uplenchwar.OR	hristopher Brownor failing this person,Sameer Uplenchwar.OR	hristopher Brownor failing this person,Sameer Uplenchwar.OR	hristopher Brownor failing this person,Sameer Uplenchwar.OR	hristopher Brownor failing this person,Sameer Uplenchwar.OR	hristopher Brownor failing this person,Sameer Uplenchwar.OR	hristopher Brownor failing this person,Sameer Uplenchwar.OR	hristopher Brownor failing this person,Sameer Uplenchwar.OR
	proxyholder with full power of substitution and to attend, act, and to vote for and on behalf o
	n given, as the proxyholder sees fit) and all other matters that may properly come before the05, 1170 Kensington Crescent, N.W., Calgary, Albertaat 11:00 a.m. (Calgary Time) or at
1. Num	**ber of Directors.**To set the number of directors to be elected at the Meeting at five (5).		ForAgainst
2.Election of Directors.ForWithholdForWithholdForWithholda.Christopher Brown b.Brian Findlay c.Sameer Uplenchwar d.Frank Busch e.Robert Verhelst	FWithhldF
	ion of Directors.oroor
3. To appoint DeVisser Gray LLP as Auditors of the company for the ensuing year and to authorize the Directors to fix their remuneration.ForWithhold
4. To approve, with or without variation, an ordinary resolution for the 10% Rolling Stock Option Plan as more particularly described in theInformation Circular and attached as Schedule “B”.ForAgainst
5. To approve, with or without variation, an ordinary resolution ratifying a 10% fixed Restricted Share Unit Plan as more particularlyForAgainst
	prove, with or without variation, an ordinary resolution ratifying a 10% fixed Restricted Share Unit Plan
desc	ribed in the Information Circular and attached as Schedule “C”.
				ForAgainst
6. To a	pprove future private placements that require shareholder approval.
7. ToaCircpurc	rove with or without variation an ordinar resolution the full text of which is set forth in the accom			anying Information80,000 common shareForAgainst
	pp, , y ,l l f it f th diittd hhld f ti f th i dt f 10
	uar, approva rom a majory o e snerese sareoers o an exenson o e expry ae o ,hase warrants.
8. To tr	ansact such other business that may be brought properly before the Meeting and any adjournment or po			stponement of the Meeting.ForAgainst
AuthoriinstructI/we authrevoke anindicated	zed Signature(s) – This section must be completed for your	Signature(s):			Date/ /MM / DD / YY
	ions to be executed.
	orize you to act in accordance with my/our instructions set out above. I/We hereby
	y proxy previously given with respect to the Meeting. If no voting instructions areabove,this Proxy will be voted as recommended by Management.
Interimwould likeManageminstructio	**Financial Statements –**Check the box to the right if youto receive interim financial statements and accompanyingent’s Discussion & Analysis by mail. See reverse for	**Annual Financial Statements –**Chif you would like to receive the Annual Fiaccompanying Management’s Discussio		eck the box to the rightnancial Statements andn and Analysis by mail.r delivery by email.
	ns to sign up for delivery by email.	See reverse for instructions to sign up fo

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 11:00 A.M., Calgary Time, on June 22, 2022.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual General Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your Proxy Online please visit: https://login.odysseytrust.com/pxlogin

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.