D2 Lithium Corp. — Management Reports 2022

Mar 30, 2022

DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

This Management’s Discussion and Analysis (“MD&A”) of Dajin Lithium Corp. (the “Company”) is dated March 25, 2022. This MD&A should be read in conjunction with the Audited Consolidated Financial Statements and accompanying notes for the fiscal year ended November 30, 2021.

CORPORATE OVERVIEW

The Company was incorporated under the British Columbia Company Act on August 5, 1987 and was publicly traded on the TSX Venture Exchange prior to an amalgamation. As a result of an amalgamation of the Company and HeliosX Corp. on January 13, 2022, HeliosX Lithium & Technologies Corp. was listed and called for trading on the TSX Venture Exchange under the symbol HX, on the OTC Markets in the United States it trades under the symbol HXLTF and in Germany under the symbol C2U0 .

The Company, together with its subsidiaries, is engaged principally in the acquisition and exploration of mineral properties located in Canada, Argentina and the United States. The recovery of the Company’s investment in mineral properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development and the future proceeds from the disposition of those reserves.

In Nevada, exploration work by the Company has shown the Teels Marsh valley to be highly prospective for Lithium brines. The construction of engineered access roads and two large drill pads have been completed at the Teels Marsh valley Lithium brine project. The Company has received from the Bureau of Land Management all necessary permits for drilling at the Teels Marsh and has been granted water rights till May 24, 2024 by the Office of the State Engineer to move the project forward.

In Argentina, the Company has reported positive results for exploration work on the Salinas Grandes salar, in the Jujuy Province. The Cooperativa San José has received an exploration permit for the exploration of the 4,400 hectares (10,873 acres) San José and Navidad minas. The San José – Navidad minas have not yet been explored to depth for Lithium brine but past exploration by other companies near the property included sampling from one-meter-deep pits. Of the seven closest pit samples taken from the property boundary along both the north and west sides up to 200 meters, assays of Lithium brine concentrations ranged from 279 mg/l to 987 mg/l, averaging 551 mg/l. Lithium brine samples taken within one (1) km of the property boundary are reported to contain up to 1,122 mg/l Lithium. The highest Lithium assay ever reported on the Salinas Grandes salar exceeded 3,000 mg/l.

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

Argentina – Salinas Grandes and Guayatayoc salar properties

San Jose-Navidad Project

Phase one of a surface exploration program has been completed on the northwest portion of the San JoseNavidad mina located on the Salinas Grandes salar in the province of Jujuy, Argentina. There were 25 shallow brine samples taken over an area of 550 hectares (5.5 km[2] ) in the northwestern corner of the 4,400 hectares (43 km[2] ) San Jose-Navidad mina. Lithium concentrations ranged from 281 mg/l to 1,353 mg/l., averaging 591 mg/l.

The 25 sample points were pre-planned on a 500 m east/west and north/south grid, utilizing the Company geographical information system and located in the field with a handheld GPS. At each sample site an auger drill was used to excavate an 8-inch diameter hole to a depth of two (2) m. Thereafter a bailer was used to extract brine 0.5m to 1.0m below the phreatic level after the brine had been given time to settle over a 30minute period. The bailed brine was then decanted into four sterilized plastic liter size bottles and sealed without any air being trapped in the bottle. There after the samples were delivered to the laboratory for analysis.

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San Jose - Navidad Lithium Assay Results – February 2018

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

The San José – Navidad minas have not been explored previously for Lithium bearing brines but results from earlier exploration programs in adjacent parts of the salar reported Lithium brine sampling from 1-meter-deep pits. The seven closest pit samples, taken between 0 to 200 meters from both the north and west sides of the mina yielded Lithium concentrations that ranged from 279 mg/l to 987 mg/l, averaging 551 mg/l. Pit samples taken within one (1) km of the property boundary assayed up to 1,122 mg/l Lithium. The highest Lithium assay ever reported on the Salinas Grandes salar exceeded 3,000 mg/l .

In March 2019, Pluspetrol Resources Corporation B.V. (“Pluspetrol”) acquired 100% of the issued and outstanding common shares of LSC Lithium Corporation (“LSC”) for a cash consideration of approximately CDN $111 million. This acquisition included an earn-in agreement with Dajin Resources S.A. This earn-in agreement has been fulfilled whereby Pluspetrol has spent approximately US $500,000 in exploration expenditures and paid the Company US $600,000 to earn a 51% interest in Dajin S.A.

Pluspetrol has created the company Litica Resources S.A. (“Litica”) for exploration and development of their concessions in Argentina. Litica’s exploration team is currently reviewing the Salinas Grandes exploration and drilling data. This data was acquired with the takeover of LSC. The comprehensive review is in preparation for future exploration programs on the Salinas Grandes salar. Pluspetrol has created the company Litica Resources S.A. to enter the "battery metals" business.

Due to unforeseen circumstances related to the COVID-19 pandemic it was not possible to carry out the 2020/2021 field work that had been planned. The Company is currently in discussions with Litica with the intention to commence a field program this year as the COVID-19 restrictions on the salars have been lifted.

In June 2021 Dajin Lithium Corp qualified for trading on the OTCQB Venture Market in the United States which is operated by the OTC Markets Group Inc. The Company’s common shares traded under the symbol “DJIFF”. The OTCQB Market provides more efficient access for US investors, helping Canadian companies build greater shareholder value with a goal of enhancing liquidity and share valuation.

On August 4, 2021 Dajin Lithium Corp. announced changes to its Board of Directors. Frank Busch and Robert Verhelst have been appointed as independent directors. In an effort for Dajin to demonstrate industry leadership by striving to incorporate proper Environmental, Social and Governance (“ESG”), both Mr. Busch and Mr. Verhelst will compliment this goal.

Mr. Frank Busch is currently Chief Executive Officer of NationFund and a published author and past recipient of the Burt Award for First Nations, Metis and Inuit Literature. Mr. Busch is a member of the Nisichawayasihk Cree Nation in northern Manitoba. He holds a bachelor’s degree in Indigenous Studies from the University of Manitoba, five certificates from the Canadian Securities Institute and a PostGraduate Certificate in Finance from Harvard University. As CEO of NationFund, Mr. Busch provides First Nations with guidance on capital markets, private equity, debt financing and investment strategy as well as financial education.

Mr. Robert Verhelst has over 20 years of senior management experience, including 11 years as a partner, director, and officer of several Western Canadian based brokerage firms. During this time, he was also President and Chief Executive Officer of a US (FINRA) regulated foreign broker dealer, Alberta Securities Commission, and the Vancouver Stock Exchange. Mr. Verhelst has management and board experience with TSX Venture Exchange companies and brings a strong corporate governance background to Dajin’s Board of Directors.

Concurrent with these appointments Dr. Mark Coolbaugh stepped down as a director. Dr. Coolbaugh will continue to provide Dajin with technical and operational services as the company moves forward.

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

On August 25, 2021 Dajin Lithium Corp. received TSX Venture Exchange approval for the consolidation of its outstanding common shares on the basis of one (1) post-consolidated common share for every ten (10) pre-consolidated common shares held. At the opening of trading on August 27, 2021, the postconsolidated common shares of Dajin Lithium Corp. commenced trading on the TSX Venture Exchange. A Letter of Transmittal with respect to the Consolidation was mailed to registered shareholders of the Company and returned to the company’s transfer agent, Odyssey Trust Company.

On October 4, 2021 Dajin Lithium Corp. signed of a Letter of Intent with HeliosX Corp. which outlined the initial framework of an amalgamation of both companies’ assets and liabilities. This business combination transaction was subject to Dajin’s shareholders approval at it’s Annual General and Special Meeting and acceptance of the TSX Venture Exchange. All costs related to the completion of this merger were the responsibility of HeliosX. HeliosX has been financially supporting Dajin, with nearly $358,000 of loans, so that Dajin’s Argentina and Nevada Lithium projects remain in good standing. Upon closing, the shareholders of HeliosX received 17,010,000 common shares of Dajin and HeliosX existing share purchase warrants were converted to 10,080,000 share purchase warrants of Dajin exercisable at $0.75 per share until August 5, 2023.

On October 20, 2021 Dajin Lithium Corp. announced that the Company had entered into an arrangement agreement, among Dajin, HeliosX Corp., ESG Technologies Inc. and Helios Infrastructure Corp., setting out the terms of the amalgamation of Dajin and HeliosX and reorganization transaction by way of a statutory plan of arrangement under Section 288 the Business Corporations Act (British Columbia) involving Dajin, HeliosX, ESG and Helios Infrastructure.

On October 27, 2021 Dajin Lithium Corp. reported that the Company and HeliosX Corp. have received an Interim Order from the Supreme Court of British Columbia for the proposed plan of Arrangement among Dajin and HeliosX Corp., ESG Technologies Inc. and Helios Infrastructure Corp. The shareholders and directors of HeliosX unanimously approved of this Arrangement. In addition, approximately 28% (4,631,321 shares) of the shares held by the Dajin directors and shareholders signed voting and support agreements to vote in favour of the plan of arrangement at Dajin’s Annual General and Special Meeting of its Shareholders held on November 19, 2021.

On November 19, 2021 Dajin Lithium Corp. reported that he Company and HeliosX Corp. received an affirmation from the Dajin shareholders approving a plan of arrangement among Dajin and HeliosX Corp., ESG Technologies Inc. and Helios Infrastructure Corp. The shareholders and directors of HeliosX have unanimously approved this Arrangement and at Dajin’s Annual General and Special Meeting the shareholders voted in favour of the Arrangement. Shareholders voted in favour of setting the number of directors at six (6), and elected the following directors: Brian Findlay, Catherine Hickson, Frank Busch, Robert Verhelst, Christopher Brown and Sameer Uplenchwar. Shareholders also approved Dajin’s 2021 incentive stock option plan and the re-appointment of DeVisser Gray, Chartered Accountants, as auditors.

On November 24, 2021 Dajin Lithium Corp. reported that HeliosX Corp. had received a Final Order from the Supreme Court of British Columbia approving a Plan of Arrangement among Dajin, HeliosX, ESG Technologies Inc. and Helios Infrastructure Corp. Dajin also received conditional approval of the Arrangement from the TSX Venture Exchange to list the common shares of the resulting issuer on the TSXV.

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

United States – Nevada Properties

Teels Marsh Project

The Company holds a 100% interest in 403 placer mineral claims covering approximately 3,202 hectares (7,914 acres) in the Teels Marsh valley of Mineral County, Nevada.

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The Company has been granted an extension of water rights to May 24, 2024 at the Teels Marsh Lithium brine project. The Company believes that the granting to the Company of water rights is an important element of Lithium brine exploration, extraction and processing. Low cost and time proven traditional extraction methods require concentration of brines by evaporation in surface ponds. New technologies are being developed that use less water and can potentially return processed water to the reservoir. However, the Company wishes to maintain maximum flexibility in the adoption of any future process technology for the extraction of Lithium from brine at Teels Marsh, hence the granting to the Company of water rights is an important step forward in the Company’s exploration and development plans.

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The Company has received a permit (Notice NVN-94695) from the Bureau of Land Management to proceed with drilling and civil works at the Teels Marsh property. During

the application process, several ancillary permits were acquired by the Company in order to proceed with its exploration drilling plans. The Company has temporary permits to change the point of diversion for each of the proposed wells under their base Water Right Permit #85204. The Company has also received a Special Use Permit from Mineral County for use of heavy equipment on county roads.

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

Dajin has completed the construction of all necessary engineered access roads and two large drill pads in preparation for drilling of four production size diameter exploration wells. High near surface Lithium brine assay results have been received of 79 mg/l . Water rights have been granted to May 24, 2024 and all necessary permits for drilling are in place.

Alkali Springs Project

The Company holds a 100% interest in 62 placer mining claims in the Alkali Springs valley of Esmeralda County, Nevada to explore for Lithium brines.

The Alkali Springs valley project is located 7 miles northeast of Albemarle’s Silver Peak Lithium operation in Clayton Valley, the only producing brine-based Lithium mine in operation in North America. Like Clayton Valley, Alkali Springs valley is a classic, fault bounded closed basin.

The Company, through its subsidiary Dajin Resources (US) Corp. (“Dajin US”), entered into an Earn-In Agreement (the “EIA”) with Lone Mountain Resources, LLC (“LMR”), a privately held lithium exploration and development company affiliated with Lilac Solutions Inc. Pursuant to the EIA, Dajin US granted LMC the right to acquire up to an undivided 75% interest in 62 unpatented placer mining claims owned by Dajin US and any properties in the Area of Mutual Interest that become subject to the EIA, together with any water rights, water right applications, regulatory permits and land use entitlements initiated during the term of the EIA (collectively, the “Properties”). The grant was made in consideration of a one-time payment from LMR to Dajin US of US$25,000. LMR was also granted the authority and rights required to apply in its name for all permits, licenses, water rights and other approvals deemed necessary or appropriate in connection with the activities contemplated in the EIA.

In order to earn an initial undivided 51% right, title and interest in and to the Properties, LMR must incur a total of US$136,000 in exploration related expenditures during the term of the EIA. LMR can terminate the EIA prior to acquiring a 51% interest in the Properties and is not obligated to incur any particular number of Expenditures. LMR’s right to receive a 51% undivided interest vests once it has incurred US$136,000 in Expenditures. If LMR earns a 51% interest, then it has the right but not the obligation to earn up to an additional undivided 24% right, title and interest in and to the Properties (the “Additional Interests”) by making additional Expenditures of US$2,667 for each 1% of Additional Interests to be acquired, up to a maximum of US$64,000. When LMR has earned Additional Interests, its rights to these interests will vest in proportion to its ongoing Expenditures. If LMR has earned at least a 51% interest in the Properties by the end of the term, Dajin US and LMR will execute the Mining Venture Agreement (the “MVA”) (as specified) which will govern the parties’ rights and obligations with respect to the Properties. If LMR has not earned at least a 51% interest in the Properties by the end of the term, the EIA will terminate, and it has no further right, title or ownership interest in the Properties.

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

In lieu of executing the MVA, Dajin US can elect to convert its interest in the Properties into a 3% royalty interest (the “RI”) in the Net Mineral Value (as defined) of mineral production from the Properties by giving LMR at least 30-day notice prior to the end of the term. If this election is made, its remaining right, title and interest in the Properties will be conveyed to LMR, subject to the RI. Dajin US’s failure to execute the MVA within 30 days after the end of the term, after also failing to elect to convert its interest in the Properties into a RI, will act as an automatic conversion of its interest in the Properties into the RI. After conversion, LMR is entitled, but not required, in its sole discretion, at any time, to purchase the RI from Dajin US in exchange for a cash payment of US$1.5 million. LMR may elect, in its discretion, to make one or more fractional purchases of the RI, with the purchase price pro-rated based on the overall purchase price of US$1.5 million.

For as long as the EIA remains in effect, LMR will pay the necessary claim maintenance fees for all unpatented mining claims included in the Properties and make all necessary federal and county filings, with all such payments qualifying as Expenditures.

The term of the EIA ends on the earlier of (i) August 31, 2022 or (ii) LMR notifying Dajin US of the end of the term. LMR can terminate the EIA at any time by giving written notice to Dajin US. LMR can elect to relinquish its interest in any portion of the Properties by giving notice to Dajin US, without terminating the EIA as to the remaining portion of the Properties. If the EIA is terminated prior to the vesting of the 51% interest in LMR, LMR will provide Dajin US with a quitclaim deed to the Properties and an assignment of any permits or water rights associated with the Properties.

The Company’s interest in these placer mining claims is held in the Company’s wholly owned US subsidiary, Dajin Resources (US) Corp.

RESULTS OF OPERATIONS

Three months ended November 30, 2021

For the three months ended November 30, 2021, the Company incurred a net loss of $196,304 (2020: $643,387 net loss) a decrease of $447,083. The change is mainly due to the write down of the investment in Dajin Resources S.A. of $584,425 in 2020 offset by increases in administration fees and listing and filing fees in 2021.

Total expenses for the three months ended November 30, 2021 were $196,304 as compared to $60,283 for the comparable period an increase of $136,021. The change is mainly due to increases in administration fees and listing and filing fees.

Year ended November 30, 2021

For the year ended November 30, 2021, the Company incurred a net loss of $324,412 (2020: $926,333) a decrease of $601,921. The change is mainly due to the write down of the investment in Dajin Resources S.A. of $584,425 in 2020 and a decrease in stock-based compensation in 2021 offset with the increases in administration fees and listing and filing fees.

Total expenses for the year ended November 30, 2021 were $335,400 as compared to $356,500 for the comparable period a decrease of $21,100. The change is mainly due to increases in administration fees and listing and filing fees offset by a decrease in stock-based compensation.

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

Selected Annual Information

		2021		2020		2019
Total revenues	$	-	$	-	$	-
Net loss	$	(324,412)	$	(926,333)	$	(358,352)
Basic and diluted loss per share	$	(0.02)	$	(0.06)	$	(0.02)
Total assets	$	4,074,496	$	3,675,906	$	4,177,013
Total long-term liabilities	$	40,000	$	40,000	$	-
Cash dividends	$	-	$	-	$	-

Summary of Quarterly Results

FOR THE THREE MONTHS ENDED

Total revenues Net loss Basic and diluted loss per share	November 30, 2021 August 31, 2021 May 31, 2021 February 28, 2021
	$ - $ - $ - $ - $ (196,304) $ (37,142) $ (59,230) $ (31,736) $ (0.03) $ (0.00) $ (0.00) $ (0.00)

FOR THE THREE MONTHS ENDED

Total revenues Net loss Basic and diluted loss per share	November 30, 2020 August 31, 2020 May 31, 2020 February 29, 2020
	$ - $ - $ - $ - $ (643,387) $ (141,124) $ (48,601) $ (93,221) $ (0.04) $ (0.00) $ (0.00) $ (0.00)

There can be material fluctuations in quarterly results. The income/loss for the quarters ended November 30, 2021, August 31, 2021, May 31, 2021, February 28, 2021, November 30, 2020, August 31, 2020, May 31, 2020 and February 29, 2020, includes a share-based compensation charge of $Nil, $Nil, $Nil, $Nil, $Nil, $103,710, $Nil, and $40,960, respectively, due to the granting of share purchase options during these quarters

LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2021, the Company had a working capital deficiency of $756,848 as compared to a working capital deficiency of $234,770 at November 30, 2020.

To date, the Company has been able to fund operations and property exploration and evaluation primarily through equity financings and short-term loans. The continued volatility in the financial equity markets has made it difficult to raise capital. The junior mining industry is considered speculative in nature which could make it even more difficult to fund. While the Company is using its best efforts to achieve its business plans by examining various financing alternatives, there is no assurance that the Company will be successful with its financing ventures.

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

During the year ended November 30, 2021, the Company issued 143,000 common shares of the Company on January 21, 2021 at a price of $0.50 per share upon exercise of share purchase options for total proceeds of $71,500. On February 16, 2021, the Company issued 72,000 common shares at a price of $0.50 per share upon exercise of share purchase options for total proceeds of $36,000. On March 26, 2021, the Company issued 75,000 common shares at a price of $1.00 per share upon exercise of share purchase options for total proceeds of $75,000.

OFF-BALANCE SHEET ARRANGEMENTS

During the reporting period there were no off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS

The Company incurred the following charges with directors and officers (Brian Findlay, Catherine Hickson, Mark Coolbaugh and Rachelle Findlay) of the Company and private companies controlled by the directors (Brian Findlay and Catherine Hickson):

Relationship Key management compensation Administration fees A private company controlled by a director (Brian Findlay) Consulting fees – operating expenses A private company controlled by a director (Catherine Hickson) Geological consulting – resource property costs A private company controlled by a director (Catherine Hickson) Rent reimbursement A private company controlled by a director (Brian Findlay) Share-based compensation Directors of the Company Wages and benefits An officer of the Company Office and administration expense An officer of the Company Share-based compensation An officer of the Company	$

These charges were measured by amounts agreed upon by the transacting parties.

Included in November 30, 2021 accounts payable and accrued liabilities is $98,372 (November 30, 2020: $10,241) of reimbursable expenses owing to companies with common officers and directors.

Included in November 30, 2021 loans payable is $106,897 (November 30, 2020: $126,997) owing to certain officers and directors of the Company.

Amounts due to related parties are non-interest bearing, unsecured and are due on demand.

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the condensed interim consolidated financial statements is included in the following notes:

Resource property expenditures

The application of the Company’s accounting policy for resource property expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after an expenditure is capitalized, information becomes available suggesting that the recovery of the expenditure is unlikely, the amount capitalized is written off in the statement of comprehensive loss in the period the new information becomes available.

Impairment

At each reporting period, assets, specifically resource property costs and investment in Dajin S.A. are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts. The assessment of the carrying amount often requires estimates and assumptions such as discount rates, exchange rates, commodity prices, future capital requirements and future operating performance.

Going concern

The Company uses judgment in determining its ability to continue as a going concern in order to discharge its current liabilities via raising additional financing.

Investment in Dajin Resources S.A.

The accounting for investments in other companies can vary depending on the degree of control and influence over those other companies. Management is required to assess at each reporting date the Company’s control and influence over these other companies. Management has used its judgment to determine which companies are controlled and require consolidation and those which are significantly influenced and require equity accounting. The Company has diluted its interest in its previously whollyowned subsidiary Dajin Resources S.A. (“Dajin S.A.”) to less than 50%, therefore it does not have the current ability to control the key operating activities of the company. Pursuant to the Shareholders and Operating Agreements entered into by the companies, Lithium S Holding Corporation (“Lithium H”), a wholly-owned subsidiary of LSC Lithium Corporation (“LSC”), was appointed operator for the earn-in period and the board of directors of Dajin S.A. is comprised of two directors appointed by Lithium H and one director appointed by the Company. As at November 30, 2021, management has determined that the Company did have significant influence over Dajin S.A. Accordingly, the investment in Dajin S.A. was accounted for as an investment in associate.

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

CHANGES IN ACCOUNTING POLICIES

The following new standards and interpretations are not yet effective and have not been applied in preparing the condensed interim consolidated financial statements. The Company is currently evaluating the potential impact of these new standards; however, the Company does not expect them to have a significant effect on the financial statements.

Presentation of financial statements

An amendment to IAS 1 was issued in January 2020 and applies to annual reporting periods beginning on or after January 1, 2023. The amendment clarifies the criterion for classifying a liability as noncurrent relating to the right to defer settlement of a liability for at least 12 months after the reporting period.

FINANCIAL AND OTHER INSTRUMENTS

Financial instruments issued by the Company are treated as equity only to the extent that they do not meet the definition of a financial liability. The Company’s common shares are classified as equity instruments.

Subsequent measurement and changes in fair value will depend on their initial classification, as follows: heldfor-trading financial assets are measured at fair value and changes in fair value are recognized in net earnings; available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in net earnings.

The Company classifies and measures its financial instruments as follows:

• Cash and cash equivalents, loan receivable and reclamation bonds are classified as subsequently measured at amortized cost.

• Marketable securities are classified as FVTPL.

• Accounts payable and accrued liabilities, loans payable and CEBA loan payable are classified as subsequently measured at amortized cost.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

(a) Credit risk

Credit risk is the risk of an unexpected loss if a party to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to cash. The Company has no significant concentration of credit risk arising from operations. The Company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness. As at November 30, 2021 the Company is not exposed to any significant credit risk.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. At November 30, 2021, the Company had cash of $1,759 (November 30, 2020 - $645) and current liabilities of $781,508 (November 30, 2020 - $241,006). All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

(c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to short term interest rates through the interest earned on cash balances. The Company has significant cash balances and no interest-bearing debt. The Company's current policy is to invest excess cash in short-term deposits with its banking institutions. The Company monitors the investments it makes and is satisfied with the credit ratings of the banks with which they are held.

(d) Price risk

The ability of the Company to finance the exploration and development of its properties and the future profitability of the Company is directly related to the commodity prices of industrial minerals (Lithium, Boron and Potassium), and precious and base metals. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. Sensitivity to price risk relative to earnings is remote since the Company has not established any reserves or production. The Company is also exposed to the risk of equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company monitors commodity prices of industrial minerals, precious and base metals, individual equity movements, and the stock market in general to determine the appropriate course of action to be taken.

(e) Sensitivity Analysis

Based on management's knowledge and experience of the financial markets, the Company believes the following is "reasonably possible" during the upcoming financial year:

Commodity price risk could adversely affect the Company. In particular, the Company’s future profitability and viability of development depends upon the world market price of precious metals. Precious metal prices have fluctuated significantly in recent years. There is no assurance that, even as commercial quantities of precious metals may be produced in the future, a profitable market will exist for them. As of November 30, 2021, the Company was not a precious metal producer. As a result, commodity price risk largely affects the completion of future equity transactions such as equity offerings and the exercise of stock options and warrants. This may also affect the Company’s liquidity and its ability to meet its ongoing obligations.

(f) Foreign Currency Risk

Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company’s operations are carried out in the Canada, United States and Argentina. As at November 30, 2021, the Company had accounts payable of $117,284 (November 30, 2020: $15,218) denominated in US dollars. These factors expose the Company to foreign currency exchange rate risk, which could have an adverse effect on the profitability of the Company. The Company currently does not plan to enter into foreign currency future contracts to mitigate this risk.

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

RISKS AND UNCERTAINTIES

The more significant risks and uncertainties not discussed elsewhere in this MD&A include:

Financing Risk

The Company will need to continue raising funds to finance its operations and exploration activities. There is no certainty that the Company will be able to raise money on acceptable terms or at all.

Exploration Risk

Exploration for mineral resources involves a high degree of risk. The cost of conducting exploration programs may be substantial and the likelihood of success is difficult to assess. Few explored properties are ultimately developed into producing mines. The Company attempts to mitigate its exploration risk by maintaining a diversified portfolio that includes several different exploration prospects in a number of favorable geologic environments.

Environmental Risk

The Company seeks to operate within environmental protection standards that meet or exceed existing requirements in the countries in which the Company operates. Present or future laws and regulations, however, may affect the Company’s operations. Future environmental costs may increase due to changing requirements or costs associated with exploration and the developing, operating and closing of mines. Programs may also be delayed or prohibited in some areas. Although minimal at this time, site restoration costs are a component of exploration expenditures.

OUTSTANDING SHARE DATA

As at March 25, 2022

Common Shares issued	36,181,804
Incentive stock options	3,187,000
Share purchase warrants	10,080,000

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DAJIN LITHIUM CORP. Management’s Discussion & Analysis Year Ended November 30, 2021

SUBSEQUENT EVENT

On January 13, 2022, pursuant to an arrangement agreement (the “Arrangement”) among the Company, HeliosX Technologies Corp. (“HeliosX”), ESG Technologies Inc. (“ESG”) and Helios Infrastructure Corp. (“Helios Infrastructure”), the Company was amalgamated with HeliosX to form HeliosX Lithium & Technologies Corp. (the “Amalco”).

Pursuant to the Arrangement, the issued and outstanding securities of each of the Company and HeliosX were converted or exchanged as follows:

• each share of the Company outstanding was cancelled and, in consideration therefor, the holder of the Company’s shares received one fully paid and non-assessable share of Amalco for every one share of the Company;

• each stock option to purchase the Company’s shares was cancelled and, in consideration therefor, the holder of such stock options received one stock option to purchase Amalco shares for every one stock option of the Company;

• each share of HeliosX (“HeliosX Common Share”) outstanding was cancelled and, in consideration therefor, the holder of such HeliosX Common Share received 0.63 of one fully paid and non-assessable Amalco share; and

• each warrant to purchase HeliosX Common Shares (a “HeliosX Warrant”) was cancelled and, in consideration therefor, the holder of such HeliosX Warrant received 0.63 of one warrant to purchase Amalco shares.

Concurrently with the Arrangement, HeliosX, as a private company, completed a non-brokered private placement financing of subscription receipts for gross proceeds of $1,908,120, at a price of $0.44 per subscription receipt. Each subscription receipt entitled the holder thereof to acquire one HeliosX common share. Each HeliosX common share was then exchanged on the basis of 0.63 HeliosX common shares for one Amalco common share.

Following the completion of the Arrangement and the financing, there were 36,181,804 Amalco common shares issued and outstanding.

From an accounting perspective the transaction is expected to be reported as an acquisition of the identifiable net assets of HeliosX by the Company. The Company will therefore remain the continuing entity for accounting and reporting purposes.

On March 7, 2022, the Company granted 2,350,000 stock options, exercisable at $0.70 per common share and expiring on February 28, 2027.

OTHER

Additional information and other publicly filed documents relating to the Company, including its news releases and quarterly and annual reports, are available on SEDAR and can be accessed at www.sedar.com.

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