Dajin Lithium Corp — Proxy Solicitation & Information Statement 2021

Oct 6, 2021

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ANNUAL GENERAL AND SPECIAL MEETING

of Shareholders

to be held on October 29, 2021

NOTICE OF MEETING AND

MANAGEMENT INFORMATION CIRCULAR

October 5, 2021

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DAJIN LITHIUM CORP.

1500-701 West Georgia Street Vancouver, BC V7Y 1C6 Phone: 604-681-6151

INFORMATION CIRCULAR SOLICITATION OF PROXIES BY MANAGEMENT

The information contained in this Information Circular, unless otherwise indicated, is as of October 5, 2021.

This Information Circular is being mailed by the management of Dajin Lithium Corp. (“Dajin” or the “Company”) to everyone who was a shareholder of record of the Company on September 24, 2021, which is the date that has been fixed by the directors of the Company as the record date to determine the shareholders who are entitled to receive notice of the Meeting.

This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of management for use at the Annual General and Special Meeting of the shareholders of the Company that is to be held on Friday, October 29, 2021 at 10:00 am (Pacific-Daylight Savings time) at the offices of Borden Ladner Gervais LLP, 1200- 200 Burrard Street, Vancouver, BC V7X 1T2.

The solicitation of proxies will be primarily by mail. Certain employees or directors of the Company may also solicit proxies by telephone or in person. The cost of solicitation will be borne by the Company.

Under Dajin’s Articles, at least two shareholders, or one or more proxyholder representing two shareholders, or one member and a proxyholder representing another member must be present before any action may validly be taken at the Meeting. If such a quorum is not present in person or by proxy, the Meeting will be adjourned in accordance with the Company’s articles.

NOTICE TO UNITED STATES SHAREHOLDERS

The solicitation of proxies is not subject to the requirements of Section 14(a) of the U.S. Exchange Act by virtue of an exemption applicable to proxy solicitations by foreign private issuers as defined in Rule 3b-4 of the U.S. Exchange Act. Accordingly, this Information Circular has been prepared in accordance with applicable Canadian disclosure requirements. Residents of the United States should be aware that such requirements differ from those of the United States applicable to proxy statements under the U.S. Exchange Act.

Any information concerning any properties and operations of the Company has been prepared in accordance with Canadian standards under applicable Canadian securities laws, and may not be comparable to similar information for United States companies.

Financial statements included or incorporated by reference herein have been prepared in accordance with generally accepted accounting principles in Canada and are subject to auditing and auditor independence standards in Canada.

The enforcement by the shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated or organized under the laws of a foreign country, that some or all of their officers and directors and the experts named herein are residents of a foreign country and that all of the assets of the Company are located outside the United States.

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INFORMATION CONCERNING FORWARD–LOOKING STATEMENTS

Except for statements of historical fact contained herein, this Information Circular contains forwardlooking statements concerning the business, operations, and financial performance and condition of the Company. All statements other than statements of historical fact contained in this Information Circular are forward-looking statements, including, without limitation, statements regarding the future financial position, business strategy, proposed acquisitions, budgets, litigation, projected costs and plans, and objectives of or involving the Company. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “believes”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “forecasts”, “budgets”, “continuous”, or similar words or the negative thereof.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this Information Circular reflect the current expectations, assumptions, or beliefs of the Company based on information currently available to it and on management’s experience and expertise. Examples of such statements include: (a) the perceived benefits of the Arrangement (as defined below); (b) the anticipated closing date of the Transaction; (c) receipt of shareholder approval of HeliosX for the Arrangement (as defined below); and the (d) approval of the TSX Venture Exchange of the Arrangement. Many factors could cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this Information Circular. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this Information Circular are based upon what management currently believes to be reasonable assumptions, Dajin cannot assure prospective investors that actual results, performance, or achievements will be consistent with these forward-looking statements. Dajin assumes no responsibility to update forward looking statements, other than as may be required by applicable securities laws.

Some of the risks that could cause results to differ materially from those expressed in the forwardlooking statements include:

• (a) Dajin and HeliosX may fail to realize the anticipated benefits of the Arrangement;

• (b) the Arrangement is subject to satisfaction or waiver of various conditions;

(c) the Arrangement may be delayed and business affected due to outbreaks of communicable diseases, including COVID-19;

(d) the Arrangement Agreement may be terminated;

(f) HeliosX directors and officers may have interests in the Arrangement different from the interests of the Company’s shareholders following completion of the Arrangement;

(g) Dajin and HeliosX will incur significant costs relating to the Arrangement, regardless of whether the Arrangement is completed; and

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(h) if the Arrangement is not completed, the Company’s shareholders will not realize the benefits of the Arrangement and Dajin’s future business and operations could be harmed.

Additional risk factors are provided under “Risk Factors” in this Information Circular.

The forward-looking statements contained in this Information Circular speak only as of the date of this Information Circular. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. Dajin assumes no obligation to update these forward-looking statements except as may otherwise be required pursuant to applicable laws.

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

The information contained in this Information Circular is given as at September 24, 2021, unless otherwise noted.

No person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters described herein other than those contained in this Information Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Company.

This Information Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Information Circular should not be construed as legal, tax or financial advice and the Shareholders are urged to consult their own professional advisers in connection therewith.

PART 1 – VOTING

HOW IS A VOTE PASSED?

All matters that will come to a vote at the Meeting, as described in the attached Notice of Meeting, are ordinary resolutions and can be passed by a simple majority, meaning that, if more than half of the votes that are cast are in favor, then the resolution is approved (an “ordinary resolution”), unless the motion requires a special resolution in which case 66[2/3] % of the votes cast will be required (a “special resolution”).

WHO CAN VOTE?

If you are a registered shareholder of Dajin Lithium Corp. as at September 24, 2021, you are entitled to notice of and to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating the officer’s authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxy holder to vote in accordance with your instructions (see “ VOTING BY PROXY ” below). If your shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled “BENEFICIAL SHAREHOLDERS”, below.

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It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you will not be attending the Meeting in person, the Company invites you to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.

VOTING BY PROXY

If you do not come to the Meeting, you can still make your votes count by voting over the internet or via the telephone (see proxy for instructions) or by appointing someone who will be there to act as your proxy holder. You can either tell that person how you want to vote or you can let him or her decide for you. You can do this by completing a form of proxy.

WHAT IS A PROXY?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. A form of proxy is enclosed with this Information Circular. You should use it to appoint a proxy holder, although you can also use any other legal form of proxy.

In order to be valid, you must return the completed form of proxy to the Company’s transfer agent and registrar, Odyssey Trust Company, at Suite 350-409 Granville Street, Vancouver, BC V6C 1T2, by email to jtorre@odysseytrust.com or by fax to 604-517-4563 not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment thereof.

APPOINTING A PROXY HOLDER

You can choose any individual to be your proxy holder. It is not necessary for the person whom you choose to be a shareholder. To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxy holder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy will be deemed to be appointed to act as your proxy holder. Such persons are nominated by the directors and/or officers of Dajin Lithium Corp. (the “ Management Proxyholders ”).

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INSTRUCTING YOUR PROXY

You may indicate on your form of proxy how you wish your proxy holder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxy holder must vote your shares according to your instructions.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxy holder can vote your shares as he or she thinks fit.

At the time of printing this Information Circular, the management of Dajin Lithium Corp. is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

If you have appointed the Management Proxyholders as your proxy holder, they will, unless you give contrary instructions, vote your shares at the Meeting as follows:

• FOR the election of the proposed nominees as directors;

• FOR the appointment of DeVisser Gray LLP, Chartered Accountants, as the auditor of Dajin Lithium

• Corp. and the authorization of the directors to fix the remuneration to be paid to the auditor;

• FOR the election of and to fix the number of directors;

• FOR the proposed arrangement of Dajin Lithium Corp. and HeliosX Corp.; and

• FOR the 2021 incentive Stock Option Plan.

REVOKING YOUR PROXY IF YOU CHANGE YOUR MIND

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used by:

• (a) attending the Meeting and voting in person;

• (b) signing a proxy bearing a later date;

• (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering such signed written statement to the Company’s transfer agent and registrar, Odyssey Trust Company, at Suite 350-409 Granville Street, Vancouver, BC V6C 1T2; and

• (d) any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 5:00 P.M. (Pacific-Daylight Savings time) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the Meeting in person.

Only registered shareholders may revoke a proxy. If your shares are not registered in your own name and you wish to change your vote, you must, at least 7 days before the Meeting, arrange for your nominee to revoke your proxy on your behalf (see below under “Non-Registered Shareholders”).

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REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a Proxy may do so by completing, dating and signing the enclosed form of Proxy and returning it to the Company's transfer agent and registrar, Odyssey Trust Company, at Suite 350-409 Granville Street, Vancouver, BC V6C 1T2, not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment thereof.

BENEFICIAL SHAREHOLDERS

The following information is of significant importance to shareholders who do not hold common shares in their own name.

Beneficial Shareholders are advised that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common shares) or as set out in the following disclosure. If Common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common shares will not be registered in the shareholder’s name on the records of the Company. Such Common shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker (an “intermediary”).

If you have any questions respecting the voting of Common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance. All references to Shareholders in this Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to Shareholders of record, unless specifically stated otherwise.

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

OUTSTANDING DAJIN LITHIUM CORP. SHARES

The Company has only one class of shares entitled to be voted at the Meeting, namely, common shares. Each shareholder is entitled to one vote per share registered in his or her name. According to the records of Odyssey Trust Company, the Company’s transfer agent and registrar, as of September 24, 2021 there were 16,427,546 common shares issued and outstanding.

PRINCIPAL HOLDERS OF SHARES

Only those common shareholders of record on September 24, 2021 will be entitled to vote at the Meeting or any adjournment thereof. To the knowledge of the directors and executive officers of the Company, no person beneficially owns, directly or indirectly, or exercises control or direction over shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company which have the right to vote.

PART 3 - THE BUSINESS OF THE MEETING

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Company’s directors, the only matters to be dealt with at the Meeting are those matters set forth in the accompanying Notice of Meeting and as follows:

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• to receive the financial statements of the Company for its fiscal years ended November 30, 2019 and November 30, 2020 and the report of the auditors thereon;

• to appoint DeVisser Gray LLP as auditors for the ensuing year and to authorize the directors to fix their remuneration;

• to fix the number of directors and to elect directors;

• receive shareholder approval of the 2021 incentive Stock Option Plan; and

• to receive approval for the business combination of Dajin Lithium Corp. and HeliosX Corp.

The audited financial statements of the Company for the years ended November 30, 2019 and November 30, 2020 will be placed before you at the Meeting. A copy of these financial statements, together with the auditor’s report thereon, and Management’s Discussion and Analysis, were mailed to those shareholders who returned the ‘request for annual and interim financial statement return card’, mailed to shareholders in connection with the Company’s Annual General and Special Meeting and indicated to the Company that they wished to receive these documents. Shareholders can request a copy of our future financial statements and MD&A by completing our supplemental request card which accompanies the Notice of Meeting and this Information Circular. These financial statements and MD&A are also available for review on SEDAR.

I. Appointment of the Auditor

The Company’s management recommends that shareholders vote in favour of the re-appointment of DeVisser Gray LLP, Chartered Accountants as the Company’s auditor for the ensuing year and in favour of granting the board of directors the authority to determine the remuneration to be paid to the auditor.

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the appointment of DeVisser Gray LLP, Chartered Accountants as the auditor of the Company until the close of the next annual general meeting of shareholders and also intend to vote FOR the proposed resolution to authorize the board of directors to fix the remuneration to be paid to the auditor.

II. Fixing Number of Directors

The board of directors presently consists of four directors, each of whose term expires at the Meeting. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass the following ordinary resolution fixing the number of directors to be elected at the Meeting at six:

“BE IT HEREBY RESOLVED as an ordinary resolution of Dajin Lithium Corp. (“Dajin”) that the number of directors to be elected at the Meeting be fixed at six.”

Unless otherwise directed, the Management Proxyholders intend to vote proxies IN FAVOUR of the ordinary resolution above. In order to be effective, the resolution in respect of fixing the number of directors to be elected at the Meeting must be passed by a simple majority of the votes cast by Shareholders who vote in respect of this ordinary resolution.

III. Election of Directors

The following information relating to the nominees for directors is based partly on the Company’s records and partly on information received by the Company from the nominees, it states the name of each person proposed to be nominated by management for election or re-election as a director, all

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offices of the Company now held by him or her, his or her principal occupation, the period of time for which he or she has been a director of the Company and the number of common shares of the Company beneficially owned by him or her, directly or indirectly, or over which he or she exercises control or direction, as at the date hereof.

While management does not contemplate that the nominees will be unable to serve as directors, if prior to the Meeting a vacancy occurs in this slate of nominees for any reason, the management representative(s) designated in the Proxy solicited in respect of the Meeting shall have the discretionary authority to vote for the election of any other person as director. Proxies received by the directors on which no designation is made will be voted for the nominees for election as directors or any substitute nominee thereof as may be determined by management, if necessary.

Name, Municipality of Residence and Position with Company	Present Principal Occupation	Director Since	Common Shares Owned
Christopher Brown Calgary, AB Canada	President of HeliosX Corp.	Nominated	126,000 (direct)(1) 3,339,000 (indirect)(1) (2)
Brian Findlay Vancouver, BC Canada President and Chief Operating Officer	President of Dajin Lithium Corp.	October 1985	18,750 (direct) 989,324 (indirect)
Catherine Hickson Burnaby, BC Canada Director and Chief Operating Officer	P.Geo., Senior Geoscientist	July 2014	40,000 (direct) 254,000 (indirect)
Sameer Uplenchwar Calgary, AB Canada	Chief Financial Officer HeliosX Corp.	Nominated	126,000 (direct)(1) 3,339,000 (indirect)(1) (2)
Frank C. Busch Westbank,BC Canada Director	Managing Director NationFund	July 2021	Nil
Robert Verhelst Calgary, AB Canada Director	Businessman	August 2021	Nil

(1) Share holding post Dajin plan of arrangement approval with HeliosX, and do not reflect current Dajin ownership.

(2) Indirect shares held by Christopher Brown and Sameer Uplenchwar are jointly held under Helios Resources Inc.

Unless otherwise directed the Management Proxyholders, intend to vote proxies IN FAVOUR of the election of each of the proposed directors. In order to be effective, the ordinary resolution in respect of the election of each proposed director must be passed by a simple majority of the votes cast by Shareholders who vote in respect of such ordinary resolution.

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCY

As of the date of this Information Circular, no proposed nominee for election as a director of the Company is, or has been, within ten years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity:

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• (a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

• (b) was subject to an event that resulted, after the director or executive officer ceased to be director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period or more than 30 consecutive days; or

• (c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

PENALTIES OR SANCTIONS

As of the date of this Information Circular, no proposed nominee for election as a director of the Company is, or has been, subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely to be considered important to a reasonable investor making an investment decision.

PERSONAL BANKRUPTCY

As of the date of this Information Circular, no proposed nominee for election as a director of the Company has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

CONFLICTS OF INTEREST

The directors of the Company are required by law to act honestly and in good faith with a view to the best interest of the Company and to disclose any interests which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, that directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Except as disclosed in this Information Circular, to the best of the Company’s knowledge, there are no known existing or potential conflicts of interest among the Company and its promoters, directors, officers or other members of management as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management may from time to time serve as directors, officers, promoters and members of management of other public companies, and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of those other companies.

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IV. Approval of 2021 Stock Option Plan

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, to approve an ordinary resolution to authorize and approve a Stock Option Plan for the Company (the “Stock Option Plan”). The text of the ordinary resolution which management intends to place before the Meeting for the approval of the Stock Option Plan of the Company:

“BE IT HEREBY RESOLVED as an ordinary resolution of the shareholders of Dajin Lithium Corp. (the “Company”) that:

1. the Stock Option Plan of the Company, substantially in the form attached as Exhibit “B” to the management proxy circular dated October 5, 2021 (the “Stock Option Plan”) be and is hereby approved and adopted as the Stock Option Plan of the Company;

2. any one director or officer may amend the form of the Stock Option Plan in order to satisfy the requirements or requests of any regulatory body, without requesting further approval of the shareholders of the Company; and

3. any one director or officer of the Company is authorized and directed on behalf of the Company, whether under corporate seal or otherwise, to execute, deliver, and file all such documents and to take all other actions as may be necessary or desirable for the implementation of this special resolution and any matters contemplated thereby.”

The foregoing ordinary resolution must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. The board of directors believes the passing of the above resolution is in the best interests of the Company and recommends that the Shareholders vote IN FAVOUR of the resolution. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed instrument of proxy to vote proxies in favour of the ordinary resolution approving the Company’s Stock Option Plan.

V. Approval of Business Combination of Dajin Lithium Corp and HeliosX Corp.

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, a special resolution approving the Transaction (the “Arrangement Resolution”) as set forth below, authorizing the business combination of the Company and HeliosX pursuant to an arrangement agreement dated October 4, 2021 (the “Arrangement Agreement”) among the Company and HeliosX. A summary of the terms and conditions of the Arrangement Agreement is provided below.

Unless otherwise directed the Management Proxyholders, intend to vote proxies IN FAVOUR of the Arrangement Resolution.

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“BE IT HEREBY RESOLVED, as an ordinary resolution of the shareholders of Dajin Lithium Corp. (the “Company” or “Dajin”) that:

1. The consummation of the transactions contemplated in the Arrangement Agreement (the “Agreement”) dated October 4, 2021 among Dajin and HeliosX Corp. (“HeliosX”), which upon completion resulting in the business combination of Dajin and HeliosX, be and is hereby authorized and approved;

2. Subject to paragraph 3 of this ordinary resolution, any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company to execute and, if appropriate, deliver all other documents and instruments and do all other things as in the opinion of such director or officer may be necessary or advisable to implement this ordinary resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such document or instrument, and the taking of any such action; and

3. Notwithstanding that this special resolution has been duly passed, the board of directors of the Company may, without further notice to or approval of the shareholders of the Company, subject to the terms of the Arrangement Agreement, cause the Company to amend or terminate the Arrangement Agreement or revoke this ordinary resolution at any time prior to the completion of the transactions contemplated in the Arrangement Agreement.”

The following is a summary of information relating to Dajin, HeliosX Corp. and the Resulting Issuer (as defined below and assuming completion of the Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Information Circular.

SUMMARY OF HELIOSX CORP.

HELIOSX CORP. STRUCTURE & AGREEMENTS

HeliosX Corp. was a company incorporated pursuant to the Business Corporations Act (Alberta) on January 11, 2021 and subsequently on February 25, 2021, Fox Creek Lithium Corp. (“Fox Creek”) was incorporated pursuant to the Business Corporations Act (Alberta) as a wholly-owned subsidiary of HeliosX. Fox Creek holds 311,902 acres of lithium brine rights in Alberta.

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The following chart outlines the Mineral Agreement Claim number with the Alberta Government as well as the term/expiry and area of the claim for all metallic and industrial metals (inclusive of lithium brine). As indicated the Government of Alberta issued the Mineral Agreements June 25, 2021 and expire June 25, 2035. The agreements are held under Fox Creek.

Claim No.	Term Date	**Expiry Date Area(Hectares) **	**Expiry Date Area(Hectares) **	Area(acres)
9321060110	2021-06-25	2035-06-25	6,362	15,721
9321060111	2021-06-25	2035-06-25	9,215	22,770
9321060112	2021-06-25	2035-06-25	5,552	13,720
9321060125	2021-06-25	2035-06-25	1,792	4,428
9321060126	2021-06-25	2035-06-25	4,590	11,342
9321060127	2021-06-25	2035-06-25	9,216	22,773
9321060128	2021-06-25	2035-06-25	9,216	22,773
9321060129	2021-06-25	2035-06-25	5,134	12,686
9321060130	2021-06-25	2035-06-25	5,910	14,604
9321060131	2021-06-25	2035-06-25	8,667	21,417
9321060132	2021-06-25	2035-06-25	9,216	22,773
9321060133	2021-06-25	2035-06-25	4,352	10,754
9321060134	2021-06-25	2035-06-25	8,064	19,927
9321060135	2021-06-25	2035-06-25	8,576	21,192
9321060136	2021-06-25	2035-06-25	4,320	10,675
9321060137	2021-06-25	2035-06-25	7,808	19,294
9321060138	2021-06-25	2035-06-25	9,216	22,773
9321060139	2021-06-25	2035-06-25	9,016	22,279
Total			126,222	311,902

As the lithium brine assets were recently acquired, no exploration work has been conducted to date on the assets. There are no mineral resources or mineral reserves assigned to the properties. HeliosX expects to complete an exploration program over the next two years to determine a potential focus area to evaluate for a future detailed mineral resource assessment.

Below are proximity maps of the location of the mineral rights. As indicated, the properties are located close to the towns of Fox Creek and Edson, which will provide year-round access as needed for evaluation work. Areas 2 and 3 are in close proximity to a caribou range, and even though the areas are located outside the boundary, all reasonable precautions will be taken to ensure there are no activities in close proximity that could disrupt or stress the caribou in the region. As highlighted in the image below, the region was selected due to its close proximity to known lithium brine occurrences.

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HeliosX Asset Proximity Map in Alberta

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Detailed Asset Map (HeliosX-Areas 1,2,3,4)

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RESPECTING INDIGENOUS TREATY RIGHTS AND CONSULTATION

The Fox Creek assets fall within Treaty 8 region, of which HeliosX has substantial experience working with, but the closest reserve is called, “Alexander 134A”, which is owned by the Alexander First Nation located in Treaty 6. We will conduct the necessary consults with Chief and Council. The current Chief is Chief George Arcand who was recently elected in September 2020 and term expiry is 2023. The Alexander First Nation has a registered population of 2,348 and the Nation has an excellent understanding of economic growth in the region with 2021 generated gross revenue of approximately $36 million. The Nation has a wholly owned entity called Alexander Contracting & Construction Services (GP) Inc. that HeliosX will provide an opportunity to partner with if HeliosX is successful at commercializing one of the regions for commercial lithium brine extraction.

NEAR TERM REVENUE POTENTIAL WITH GOLD CONCENTRATES EXTRACTION FACILITY

If the Transaction is completed, the Resulting Issuer will hold more than double the lithium brine rights currently held by the Company, and will include extraction technologies for both near term revenue generation and potential lithium brine extraction techniques to optimize the value of the Resulting Issuer’s lithium brine rights. All extraction agreements are held by HeliosX. HeliosX intends to construct a gold concentrates extraction facility in British Columbia that will be commissioned in 2022. Initial preliminary design has been completed by JDS Energy & Mining Inc. (“JDS”). Depending on the size

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determined by the ongoing feasibility study being completed by JDS the net capital requirements to HeliosX are expected to be in the range of $5-10 million over the next two years. In HeliosX’s economic forecast, it was assumed that HeliosX’s net capital exposure would be $5 million, with a potential industry partner participating for any remaining capital required above that amount.

Draft Facility Design for Gold Concentrate Processing

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There are environmental technology extraction agreements with EnviroGold Global Limited (NVRO: CNSX exchange) effective June 10, 2021; and EnviroMetals Technology Inc. (ETI: CNSX exchange) effective July 5, 2021. Utilizing the technology provided by EnviroMetals, HeliosX will construct a gold concentrate extraction facility that is expected to initially process between 5-10 tpd and expects to commission the facility in 2022 in British Columbia, Canada (shown above). The process will utilize iodine, as an environmentally positive extraction chemical versus cyanide. Iodine has identical extraction yield properties as cyanide and the process has been independently replicated and yields verified by SGS, a world leading verification and certification company.

GOLD CONCENTRATES MARKET

Based on information provided in the “Open Mineral Insights Publication”, June 2021, most gold concentrates globally are sold into the Chinese market. It is expected that due to contaminants present and an increase in the VAT threshold for gold concentrates, there could be a market available of up to 1.5 million tonnes per annum available. The following chart highlights the average gold concentrate grade in g/t, which globally is sourced from flotation gold concentrates. Our goal is to provide an environmental iodine extraction solution locally in Canada, versus mining companies exporting the concentrates to China that still utilize a heavily cyanide-based extraction technique. Canadian operators are exporting the environmental issue rather than solving it. HeliosX wants to competitively price its process locally to encourage local gold extraction for the final refinement of the gold concentrate produced from all mines.

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TAILINGS REMEDIATION AND ENHANCED EXTRACTION OF HIGH VALUE METALS (INCLUDING LITHIUM BRINE PROCESSING)

The environmental extraction technology from EnviroGold has proven to be effective in the removal of additional high value metals (including lithium), but also can remove contaminants from mine tailings. HeliosX intends to utilize this technology for both lithium extraction from brine, as well as, remediation of tailings from mines to monetize the high value residual metals on a profit-sharing basis with mine owners. HeliosX does not intend to own any mines but will endeavour to partner with mine operators to optimize valuable recoveries from mine tailings that otherwise would be left behind.

Sample of Results Provided by EnviroGold on its Nevada Pilot Project

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HeliosX’s management team has a successful track record with partnering with First Nations and intends to provide employment opportunities and incremental income to First Nations located on the treaty lands on which it operates. HeliosX intends to support treaty Nations that are impacted by contaminated tailings sites by allocating 1% to 5% of net profits generated from the tailings extraction to social and economic development opportunities for those Nations directly impacted. HeliosX’s review of the Yukon alone has identified hundreds of contaminated sites with majority of sites managed by the Federal Government for remediation opportunities.

To support the financial requirements of the combined entity, and to finance the construction of the gold concentrate extraction facility proposed, HeliosX intends to raise a minimum $10 million in conjunction with this Transaction.

COMPETITION

No companies, inclusive of Envirometals and EnviroGold (whom HeliosX has technology agreements) provide the full combination of lithium assets, high value metals extraction and remediation services HeliosX plans to deliver. Further, the proposed board of directors of the Resulting Issuer is arguably the most experienced board in the sector within which it operates in working with Indigenous Nations. Mr. Frank Busch worked with over 270 First Nations across Canada and has worked to enhance the economic development of a number of Nations. Mr. Christopher Brown and Mr. Sameer Uplenchwar have management experience and profitable private partnerships with First Nations that have greatly enhanced both the economic and the social well-being of those Nations. Most recently, Mr. Brown and Mr. Uplenchwar worked on designing financial, governance, human resources, information management and other economic policies for a First Nation. Mr. Brown and Mr. Uplenchwar’s contributions have taken significant steps towards directly enabling self-reliance of a First Nation. HeliosX’s management team is uniquely qualified to work with First Nations in a highly transparent manner that is expected to bring environmentally positive changes that are both sustainable and profitable.

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PRINCIPAL TERMS OF THE TRANSACTION

Dajin and HeliosX have entered into an arrangement agreement dated October 4, 2021 (the “Arrangement Agreement”), pursuant to which HeliosX shareholders will exchange 27,000,000 outstanding Class “A” shares (the “HeliosX Shares”) in HeliosX for gross consideration of 17,010,000 Class “A” common shares of Dajin (the “Arrangement” or, the “Transaction”), which represents 0.63 Dajin shares for every 1 HeliosX Share. HeliosX has 16,000,000 warrants to purchase HeliosX Shares that, under the Arrangement Agreement, will be exchanged for warrants to purchase Dajin Shares on similar terms at the same conversion ratio to produce 10,080,000 warrants with an exercise price of $0.75 per share and expiry date August 5, 2023.

The Arrangement Agreement contains covenants, representations and warranties of and from each of the parties and various conditions precedent, both mutual and with respect to each entity. The following is a summary only of the Arrangement Agreement and reference should be made to the full text of the Arrangement Agreement.

Background to the Transaction

Dajin had identified synergies between activities HeliosX was pursuing and exploration assets held by Dajin. HeliosX management teams brings a solid background in field operations management and holds significant lithium exploration acreage in Alberta. HeliosX was capitalized to continue its exploration work on its lithium brine development and had signed agreements for two independent extraction technologies. The original letter of intent to review a mutually beneficial arrangement was dated October 1, 2021. It was agreed that HeliosX will contribute its 311,902 acres of lithium brine exploration to the approximately 250,000 acres of lithium brine exploration assets of Dajin. HeliosX will also include its nearly $800,000 of cash on hand for working capital needs. The combined entity would have over 560,000 acres of lithium brine exploration acreage. In addition, HeliosX will include both its signed commercial agreements for its extraction technologies with EnviroGold and EnviroMetal as outlined in previous sections.

Effect of the Transaction on the Company

Currently, Dajin holds an interest in approximately 250,000 acres of lithium brine prospects with a combined ownership in Nevada (USA) and Jujuy (Argentina). When the Transaction is completed, Dajin will acquire 311,902 acres of lithium brine rights in Alberta (Canada) held by HeliosX which will provide Dajin shareholders with more than 560,000 acres of lithium brine rights in the aggregate. In addition, HeliosX is expected to develop a near term revenue generating opportunity with the proposed extraction facility in British Columbia (Canada), for environmental gold concentrate extraction, as well as an extraction technology that could be applied for enhanced extraction of lithium and other precious metals in mining jurisdictions across Canada.

ARM’S LENGTH TRANSACTION

No directors, officers or insiders of Dajin have any ownership and/or interest in HeliosX and the Transaction is considered an arm’s length transaction. No Dajin insider will receive any financial consideration if the Transaction is completed.

No directors, officers or insiders of HeliosX have any ownership and/or interest in Dajin and will not receive any incremental financial consideration if the Transaction is completed.

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There are currently three loan agreements in place, from HeliosX to Dajin, to provide financial support to Dajin, due to insufficient working capital. To date, HeliosX has a twenty thousand dollars (C$20,000.00), on demand, loan to Dajin with an interest rate payable at ten percent (10%) per annum as well as an eighty-five thousand US dollars (US$85,000.00), on demand, loan to Dajin with an interest rate payable at ten percent (10%) per annum; as well as a ninety-five thousand US dollars (US$95,000.00), on demand, loan to Dajin with an interest rate payable at ten percent (10%) per annum. Such loans were required to ensure that Dajin’s Nevada (USA) assets were held in good standing, as deposits on its Nevada assets were immediately due in August 2021. Other proceeds were used for maintaining the Argentine assets in good standing and general corporate purposes.

HELIOSX MANAGEMENT HISTORY

Mr. Christopher Brown has 25 years of experience as a professional engineer working in the global capital markets and energy/infrastructure operations. His work history is equally divided between technical reservoir and operations experience combined with detailed financial modeling and capital markets experience. Most recently Mr. Brown has been focused on developing new Indigenous Partnership entities and empowering Nations with the latest in environmental technologies. He is the founder of Acden Helios Ltd. which operates over 50% of the tailings ponds (on an area basis) in the oil sands. With over 70 employees, Mr. Brown bring strong execution and management expertise to HeliosX. Mr. Brown was most recently Director, CEO and President of Huntington Exploration Inc. (“Huntington”)(HEI: TSXV) which was recapitalized from an energy company to an exploration mining company. Originally refinanced last November 2020 at $0.05/share, Mr. Brown successfully closed a number of transactions and recruited a new management team in April 2021. He remains a significant shareholder of Huntington. Mr. Brown has a Bachelor of Science in Chemical Engineering from the University of Calgary and completed the design and simulation work on a full-scale Methanol production facility.

Mr. Sameer Uplenchwar has over 15 years of financial and business development experience. Mr. Uplenchwar brings an expertise in financial structuring and modeling as well as energy banking. With significant depth of contacts within the Canadian and US energy sector Mr. Uplenchwar is well positioned to generate significant deal flow opportunities for investors. Mr. Uplenchwar is currently the CFO and prior Director of Huntington Exploration Inc. and joined Mr. Brown in the recapitalization of Huntington. Mr. Uplenchwar will seek to transition full-time to HeliosX once an appropriate transition plan is determined with Huntington. Previously, Mr. Uplenchwar served as Managing Director and Head of US Equity Research with GMP Capital LLC in Houston, Managing Director with Global Hunter Securities in Calgary/Houston. Prior to his move to Calgary, Mr. Uplenchwar worked in New York as Senior Energy Analyst supporting a $550MM gross long/short strategy fund for Surveyor Capital LLC, Vice President Energy Trading/Equity Research at Morgan Stanley as well as KPMG and LaSalle/ABN AMRO Bank. Mr. Uplenchwar has a Masters in Accounting from Illinois State University, M.A. in Economics, B.Com from Pune University, India and is a Certified Public Accountant (C.P.A.), Certified Management Accountant (C.M.A.), Certified Financial Manager (C.F.M.).

Mr. Andrew Best will join as Director of Commercial Marketing & Indigenous Relations and has over 30 years of communication and Indigenous engagement experience. Mr. Best career began in Victoria, B.C. as a photo-journalist and went on to include public broadcasting as Manager of Northern Native Broadcasting, Yukon, television commercials for companies like Swiss Chalet and Kal Tire, and corporate video productions for every level of government and the Oil and Gas, Tourism, Forestry, Mining, Construction, Health and Aerospace Industries. His proven track record clarifying goals, leveraging organizational strengths, developing creative strategies and executing major projects for print, television, radio and online campaigns has earned him a reputation for telling compelling stories that

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get results. His Indigenous work has helped educate corporations and governments about cultural values and traditions; and cultivated successful business relationships for the Inuvialiut’s Group of Companies, Chevron’s Kitimat LNG project and the 16 community partners along the Pacific Trails Pipeline. Andrew majored in English at the University of British Columbia before taking Journalism at Langara College.

Mr. Colin Penner will join as Director of Operations and has over 20 years of business and operations management experience. He has extensive experience creating and supervising teams, and engaging with multiple stakeholder groups during project implementation and operations. Mr. Penner has previously worked in the oil and gas, mining, and construction industries. He was previously a Field Supervisor for Acden Helios, where he managed teams of biologists and operators for the avian deterrent program at Suncor’s Fort Hills oil sands mine. Colin is a graduate from the Haskayne School of Business, at the University of Calgary.

OUTLOOK OF THE RESULTING ISSUER

The Resulting Issuer plans to continue exploration and delineation work on the primary lithium brine assets in Canada, United States and Argentina. Samples will be taken from each basin and sent for analysis to determine the optimal extraction application.

In the near term the feasibility study will be completed for the gold concentrate extraction facility. The estimated cost for the feasibility will be approximately two hundred thousand dollars ($200,000). The goal of the feasibility review will be to:

• Evaluate a flow sheet for an iodine extraction circuit with 5 to 10 tonnes/day throughput capacity;

• Evaluate mass and water balance for the iodine extraction circuit;

• Size, select and get firm quotes to build the plant;

• Determine all required infrastructure (power, water, etc.) for the plant operation;

• Design a 3D-model to show the plant layout;

• Determine a capital cost estimate to construct the plant;

• Estimate detailed operating cost for the plant operation;

• Refine a high-level economic model;

• Option to purchase the gold concentrate and sell the refined product ourselves; or

• Charge an escalating tolling agreement that guarantees a return;

• Decide optimal site location and permitting requirements, there is an option to partner with Indigenous Nations to situate the facility on First Nation lands; and

• Numerous feedstock providers of gold concentrate are located in British Columbia, the feasibility will determine the optimal provider, plan to select a feedstock provider in the near future.

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HeliosX is currently in negotiations with one of the world’s largest gold concentrate trading companies with a goal to secure both long term feedstock and offtake arrangements.

In addition, the Resulting Issuer will continue to work with a number of treaty Nations and the Federal Government to determine optimal locations for remediation and residual extraction of high value metals for tailings. There are hundreds of sites across Canada, but regional focus will be: British Columbia, Quebec, Ontario, Yukon and Northwest Territories.

No further research funding is required for any of the extraction techniques that HeliosX has secured for high value metals extraction. All further technology enhancement is the responsibility of the corresponding party providing the technology. As well, future capital costs could be reduced as there is an option to lease the extraction equipment rather than purchase. The corresponding size of projects will determine whether HeliosX purchases or leases to maximize shareholder return, evaluated for each project on a standalone basis.

The Resulting Issuer, will continue its exploration commitments in Canada, United States and Argentina, on its lithium brine acreage.

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PROFORMA FINANCIAL STATEMENTS

Below is a pro forma of Dajin historical financials from 2019 onwards combined with a three-year forecast of the combined entity. HeliosX was incorporated in 2021 and had $800,000 of funds (located on the “Cash Flow Sheet - Cash from Financing – Other”), to complete necessary evaluation work of lithium brine opportunities and to cover all necessary legal costs associated with securing the two extraction technology agreements with Envirometals and EnviroGold. Funds have also been used to sustain Dajin, as it currently lacks sufficient working capital to conduct its ongoing operations. HeliosX has ensured sufficient funding so that all Dajin assets remain in good standing with the necessary regulatory agencies.

Balance Sheet $(000)	2019 (A)	2020 (A)	2021 (F)	2022 (F)	2023 (F)
Current assets:
Cash and cash equivalents	21	1	8,878	3,710	1,678
Accounts receivable - net	--	1	--	--	--
Inventories	--	--	--	--	--
Assets held for sale	--	--	--	--	--
Other	9	5	8	8	8
Total current assets	30	6	8,887	3,719	1,686
Non-current assets:
Investments and long-term receivables	236	230	--	--	--
Property, Plant & Equipment (net)	3,273	3,386	3,381	13,272	11,530
Goodwill	--	--	--	--	--
Intangibles	--	--	--	--	--
Other non-current assets	638	54	--	--	--
Total non-current assets	4,147	3,670	3,381	13,272	11,530
Total Assets	4,177	3,676	12,268	16,991	13,216
Current liabilities:
Current portion of debt	146	132	--	--	--
Accounts payable - net	141	109	--	--	--
Accrued liabilities	--	--	--	--	--
Other current	--	--	--	--	--
Total current liabilities	287	241	--	--	--
Non-current liabilities:
Long-term debt	--	40	--	--	6,000
Asset retirement obligations	--	--	--	--	--
Deferred income taxes	--	--	--	--	--
Other non-current liabilities	--	--	--	--	--
Total non-current liabilities	--	40	--	--	6,000
Total Liabilities	287	281	--	--	6,000
Minority interest	--	--	--	--	--
Common stock	28,182	28,481	38,481	46,041	46,041
Treasury stock	--	--	--	--	--
Accumulated & other income	(27,612)	(28,538)	(28,538)	(28,538)	(28,538)
Retained earnings	3,319	3,453	2,325	(511)	(10,286)
Shareholders' equity	3,890	3,395	12,268	16,991	7,216
Total liabilities & equity	4,177	3,676	12,268	16,991	13,216

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Income Statement $(000)	2019 (A)	2020 (A)	2021 (F)	2022 (F)	2023 (F)
Process1 Sales					70,518
Process2 Sales					15,456
Other income
Total Revenues	--	--	--	--	85,974
Costs and expenses
Process1 Operating expenses	--	--	--	--	82,195
Process2 Operating expenses	--	--	--	--	7,436
Fixed expenses	--	--	--	--	--
R&D	--	--	--	100	250
Lease & Exploration expenses	--	--	--	300	1,000
Rent	56	42	63	250	250
Depreciation, depletion, & amortization	2	0	5	263	1,750
G&A	141	46	360	1,439	1,939
Legal, Accounting, Consulting	233	97	700	485	485
Stock based compensation	29	145	--	--	--
Other expenses	43	28	--	--	--
Total Expenses	503	357	1,127	2,837	95,306
Operating EBIT	(503)	(357)	(1,127)	(2,837)	(9,332)
EBITDA	(502)	(357)	(1,122)	(2,574)	(7,582)
Interest expense			--	--	(443)
Other	145	(570)	--	--	--
EBIT from Continuing Ops	(359)	(927)	(1,127)	(2,837)	(9,775)
Current Tax			--	--	--
Deferred Tax			--	--	--
Provision for income taxes	--	--	--	--	--
Income from Continuing Ops	(359)	(927)	(1,127)	(2,837)	(9,775)
Income (loss) from discontinued ops
Gain on asset sales
Property impairments
Unrealized hedging gains (losses)
Other non-recurring
Total Extraordinary Items
Income (loss) from Continuing Ops	(358.8)	(926.6)	(1,127.3)	(2,836.7)	(9,775.1)
Net Income (Loss)	(358.8)	(926.6)	(1,127.3)	(2,836.7)	(9,775.1)
Shares (thousands) - Basic	15,230	15,535	47,738	57,818	57,818
Shares (thousands)-Diluted	15,230	15,535	57,819	57,819	57,819
Diluted EPS	($0.02)	($0.06)	($0.02)	($0.05)	($0.17)

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The cash flow statement includes the issuance of common stock to provide the necessary funding of the near-term gold concentrate extraction facility, as well as future issuance related to funding of future facilities. Revenue recognition from the commissioned facility in 2022 has been reflected in 2023 on the assumption that once the facility is constructed there will be time required to optimize for processing before sustained flow through occurs.

Cash Flow Statement $(000)	2019 (A)	2020 (A)	2021 (F)	2022 (F)	2023 (F)
Cash Flow From Operations:
Income from continuing operations	(359)	(927)	(1,127)	(2,837)	(9,775)
Depreciation	2	--	5	263	1,750
Property Impairments	(189)	584	--	--	--
Minority Interest	--	--	--	--	--
Deferred Taxes and provisions	--	--	--	--	--
Accretion on discounted liabilities	--	--	--	--	--
Stock based compensation	29	145	--	--	--
Derivative instruments	(24)	5	--	--	--
Undistributed equity earnings	--	--	--	--	--
Asset sales gains	--	--	--	--	--
Other	--	(10)	--	--	--
Change in Working Capital	(1)	77	--	--	--
Discontinued operations	(2)	--	--	--	--
Cash flow from operations	(544)	(126)	(1,122)	(2,574)	(8,025)
Cash Flow From Investing:
Capital Expenditure	--	--	--	(10,154)	(8)
Proceeds from asset sales	249	0	--	--	--
Net acquisitions	(461)	(117)	--	--	--
Other investing cash flows	795	--	--	--	--
Cash flow from investing	583	(117)	--	(10,154)	(8)
Cash flow from financing:
Issuance (repayment) of debt	(18)	188	--	--	6,000
Issuance of common stock (net)		35	9,200	7,560	--
Repurchase of common stock	--	--	--	--	--
Redemption of preferred stock	--	--	--	--	--
Dividends paid	--	--	--	--	--
Other	--	--	800	--	--
Cash flow from financing	(18)	223	10,000	7,560	6,000
Exchange rate effect	--	--	--	--	--
Net change in cash	21	(20)	8,878	(5,168)	(2,033)
Opening cash	--	21	1	8,878	3,710
Closing cash	21	1	8,878	3,710	1,678
Working capital (excluding cash)	(132)	(104)	8	8	8
Change in average working capital	(132)	28	112	--	--

Neither HeliosX nor its wholly owned subsidiary, Fox Creek, have any debt. Both HeliosX and Fox Creek were originally privately financed with $800,000 which is now used to support Dajin’s working capital deficiency as well as legal fees to complete the Transaction proposed.

There are no other financial, employment or operational contracts within either HeliosX or Fox Creek other than the EnviroGold and EnviroMetals environmental extraction agreements.

The forecast financials are forward-looking information that involves anticipating future trends or events or anticipating less predictable effect of a known event, trend or uncertainty. There is no guarantee that the stated forecast will be achieved, and it is reasonably expected that new information could have a reasonable expectation of materially effecting future operating results, such as increases in costs of labour or materials.

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SUMMARY OF RISK FACTORS

TECHNICAL RISK

Despite the extraction technologies having been verified in both field testing as well as independent laboratory verification, there is a risk that extraction yields do not meet commercial thresholds. HeliosX will attempt to mitigate this risk by conducting preliminary sampling of products and evaluate detailed laboratory results prior to moving to commercial scale operations, but there is no guarantee that field results will match laboratory results of extraction. The high value metals extraction technique, via the EnviroGold process, has not been commercially verified to be commercial for lithium brine extraction. There is a risk that the lithium brine resource may need to have a higher lithium concentration which could either result in a smaller recognized commercial resource (or potentially uncommercial resource).

OPERATIONAL – EXECUTION RISK

In a post-pandemic era, access to qualified operators may be limited. There is the potential, in the near term, of an increased demand in multiple sectors for qualified operators, which may limit HeliosX access to necessary personnel to conduct either field operations or facility operations. Access to necessary materials required to conduct both exploration and development opportunities may either not be accessible, due to global demand, or too expensive to purchase due to material shortages.

FINANCIAL RISK

The forecast model depends on HeliosX accessing incremental funds to finance the proposed projects. There is a risk that market conditions change not allowing HeliosX access to the necessary funding, and/or financial institutions place higher barriers to access financial facilities required to conduct day to day business. HeliosX cash flow from its operations may not, at all times be sufficient to fund its ongoing activities. From time to time, the Company may require additional financing in order to carry out its mining acquisition, exploration and development activities. Failure to obtain such financing on a timely basis could cause HeliosX to forfeit its interest in certain properties, miss certain acquisition opportunities and reduce or terminate its operations. If HeliosX funds from operations are not sufficient to satisfy its capital expenditure requirements, there can be no assurance that additional debt or equity financing will be available to meet these requirements or available on terms acceptable to HeliosX.

TRANSACTION RISK

HeliosX currently provides financial support to Dajin to ensure all exploration permits remain in good standing. Dajin does not have sufficient working capital to maintain its ongoing exploration commitments. If the HeliosX transaction does not occur, Dajin will have a debt outstanding to HeliosX. If the transaction does not proceed there would be a high risk of Dajin losing key lithium exploration assets.

COMMUNITY ENGAGEMENT

HeliosX endeavours to engage the local community, either Indigenous or non-Indigenous on any necessary feedback on proposed operations in its corresponding operational areas. There is a risk that engagement could take longer than expected to obtain necessary approvals to move forward on projects.

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PANDEMIC RISK

Forecast assumes there are no further pandemic risks that would impact future growth. Any new emerging (or previously existing) pandemic issues could either shut down operations or eliminate HeliosX access to capital for an unknown period of time. The risk will impact timing of operations if a new (or previously existing) pandemic scenario re-emerges in the near future.

COMMODITY PRICE RISK

Forecast assumes that current levels of commodity prices are relatively sustained for the near future. In the event of a major change in commodity prices of either lithium and/or gold could have a negative impact on HeliosX ability to generate revenue and would impact forecast stated in this Information Circular. The mining industry, in general, is intensely competitive and there is no assurance that a profitable market will exist for the sale of metals produced even if commercial quantities of precious and/or base metals are discovered. Factors beyond the control of the Company may affect the marketability of metals discovered. Pricing is affected by numerous factors beyond the Company’s control, such as international economic and political trends, global or regional consumption and demand patterns, increased production and smelter availability. There is no assurance that the price of metals recovered from any mineral deposit will be such that they can be mined at a profit.

CREDIT EXPOSURE

Recent economic conditions have increased the risk that certain counterparties for which the Company may engage in the near term for facility construction work, who may be unable to deliver goods that deposits may have been placed. We mitigate these increased risks through diversification and a review process of the credit worthiness of our counterparties.

HeliosX’s policy to mitigate credit risk associated with product sales from our extraction facility is to maintain marketing relationships with large, established and reputable counterparties that are considered creditworthy. HeliosX has not experienced any counterparty issues to date.

MINING EXPLORAITON ENVIRONMENTAL REGULATIONS

HeliosX will abide by all environmental regulations required to conduct mineral exploration in Canada. This includes appropriate consultation with Indigenous people when entering new treaty regions of Canada. It is important to HeliosX that all aspects of environmental stewardship are maintained and that all laws and regulations relating to mining exploration activities are respected.

A breach of environmental legislation or regulation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact statements and/or studies.

Environmental legislation is evolving in a direction of stricter standards and enforcement and higher fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility from companies, directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. There can be no assurance that all necessary permits and government approvals, which the Company may require for its exploration activities and operations will be obtainable on reasonable terms or on a timely basis or that such laws and regulations would not have an adverse effect on any mining project which the Company may undertake. The Company fully intends to comply with all environmental regulations.

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HEALTH, SAFETY AND ENVIRONMENT

All phases of the mining businesses present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of federal, provincial and local laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach of applicable environmental legislation may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require the Company to incur costs to remedy such discharge.

There are potential risks to the environment inherent in the business activities of the Company. HeliosX has developed and implemented policies and procedures to mitigate health, safety and environment (HS&E) risks. HeliosX mitigates HS&E risks by maintaining and complying with all regulations. Technical consultants working for HeliosX make regular field inspections to ensure that all field personnel and third-party contractors comply with all company and regulatory guidelines. The above noted policies and procedures are designed to protect and maintain the environment and to ensure that the employees, contractors, subcontractors and the public at large are kept safe at all times.

INSURANCE

HeliosX's involvement in both mining exploration and facility development opportunities may result in HeliosX becoming subject to liability for pollution, property damage, personal injury or other hazards. Although HeliosX has insurance in accordance with industry standards to address such risks, such insurance has limitations on liability that may not be sufficient to cover the full extent of such liabilities. In addition, such risks may not, in all circumstances be insurable or, in certain circumstances, HeliosX may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. The payment of such uninsured liabilities would reduce the funds available to HeliosX. The occurrence of a significant event that HeliosX is not fully insured against, or the insolvency of the insurer of such event, could have a material adverse effect on HeliosX's financial position, results of operations or prospects.

COMPETITION

HeliosX actively competes for acquisitions, exploration leases, licenses and concessions and skilled industry personnel with a substantial number of other mining companies, many of which have significantly greater financial and personnel resources than HeliosX. HeliosX's competitors include major as well as independent mining companies and individual miners and operators.

HeliosX's ability to successfully bid on and acquire additional property rights, to discover reserves, to participate in opportunities and to identify and enter into commercial arrangements with customers will be dependent upon developing and maintaining close working relationships with its future industry partners and joint operators and its ability to select and evaluate suitable properties and to consummate transactions in a highly competitive environment.

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SOCIAL LICENCE TO OPERATE

Heightened public monitoring and regulation of hydrocarbon resource producers, refiners, distributors and commercial/retail sellers, especially where their activities carry the potential for having negative impacts on communities and the environment, involves varying degrees of risk to the Company’s reputation, relations with landowners and regulators, and in extreme cases even the ability to operate. HeliosX maintains an active website that complies with Exchange requirements for timely disclosure and is the primary means of communicating to the general public when required. While media attention and public perception remaining largely beyond the control of HeliosX’s executive, employees, contractors and directors, the Company makes every effort in its corporate and field operations to engage all stakeholders in a respectful and transparent manner.

PART 4 – STATEMENT OF EXECUTIVE COMPENSATION

Set out below is the Statement of Executive Compensation for the Company for the financial years ended November 30, 2019 and November 30, 2020, which is presented in accordance with National Instrument Form 51-102F6 (“NI 51-102F6”).

COMPENSATION DISCUSSION AND ANALYSIS

The Company has not, as of yet, generated any income or cash flows and operates with limited financial resources. The Board of Directors, through informal discussion without any formal objectives, criteria or analysis, is responsible for determining the final compensation to be granted to the Company’s executive officers and directors to ensure that such arrangements reflect the responsibilities and risks associated with each position. The Board’s compensation philosophy is aimed at attracting and retaining quality and experienced people which is critical to the success of the Company and may include a "pay-for-performance" element which supports the Company’s commitment to delivering strong performance for the Shareholders.

The Board annually reviews the corporate goals and objectives relevant to executive compensation; evaluates each executive officer’s performance in light of those goals and objectives and sets the executive officer’s compensation level based, in part, on this evaluation. The Board also takes into consideration the Company’s overall performance, shareholder returns, the value of similar incentive awards to executive officers at comparable companies and the awards given to executive officers in past years.

The Company has no arrangements, standard or otherwise, under which Directors are compensated for their services in their capacity as Directors, or for committee participation or involvement in special assignments during the most recently completed financial year or subsequently, up to and including the date of this Information Circular.

Stock options are an important part of the Company’s incentive strategy for its directors and officers, permitting them to participate in any appreciation of the market value of the Company’s shares over a stated period of time, and is intended to reinforce commitment to long-term growth and shareholder value. Stock options reward overall corporate performance as measured through the price of the Company’s shares and enables executives to acquire and maintain an ownership position in the Company.

Stock options grants may be made periodically to ensure that the number of options granted to any particular officer or director is commensurate with the officer’s level of ongoing responsibility within the Company. The Board will evaluate the number of options an officer has been granted, the exercise price of the options and the term remaining on those options when considering further grants.

• 28 -

The Company does not, as of the date of this Information Circular, offer any benefit or perquisites its named executive officers other than entitlement to incentive stock options as disclosed and discussed herein.

Compensation of Named Executive Officers

The Company’s executive compensation program is available to the “ Named Executive Officers ” or “ NEOs ” of the Company which is defined by applicable securities legislation to mean each of the following individuals, namely: (a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer (the “ CEO ”), including an individual performing functions similar to a chief executive officer; (b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer (the “ CFO ”), including an individual performing functions similar to a chief financial officer; (c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(f) of National 51-102F6 for that financial year; and (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the company, and was not acting in a similar capacity, at the end of that financial year.

As of November 30, 2020, Mr. Brian Findlay and Ms. Catherine Hickson were the only Named Executive Officers of the Company for the financial years ended November 30, 2020 and November 30, 2019, and any reference to Named Executive Officers of the Company from hereon includes Mr. Brian Findlay and Ms. Catherine Hickson.

SUMMARY COMPENSATION TABLE

The following table provides compensation information for the financial years ended November 30, 2020 and 2019 in respect of all such Named Executive Officers. Amounts reported in the table below are in Canadian dollars.

						Non-equity incentive plan compensation ($)
	Fiscal		Share						Total
	Year		based	Option	Annual	Long- Term	Pension	All Other	Compen-
Name and	Ended	Salary/Fee	Awards	based	Incentive	Incentive	Value	Compensation	sation
Principal Position	Nov.30	($)	($)	Awards($)	Plans	Plans	($)	($)	($)
BRIAN FINDLAY	2020	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
President &	2019	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
CEO	2018	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
	2020	18,143	NIL	NIL	NIL	NIL	NIL	NIL	18,143
CATHERINE
HICKSON	2019	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Director & CFO	2018	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

The following table sets forth all awards outstanding for the Named Executive Officers as of November 30, 2020:

• 29 -

Outstanding Share-Based Awards and Option-Based Awards

		Option-based Awards				Share-based Awards
	Number of					Market payout	Market or payout
Named Executive
				Value of	Number of
Officers	securities					value of share-	value of vested
		Option exercise	Option
Name and	underlying			unexercised	shares or units	based awards	share-based awards
Principal	unexercised	price	expiration	in-the-money	of shares that	that have not	not paid out or
Position	options	$	date	options	have not vested	vested	distributed
BRIAN
	100,000	$1.00	10/04/2023
FINDLAY
	100,000	$0.50	28/02/2025	NIL	NIL	NIL	NIL
President &
	100,000	$0.50	31/07/2025
CEO
CATHERINE
	100,000	$1.00	10/04/2023
HICKSON				Nil	Nil	Nil	Nil
	70,000	$0.50	28/02/2025
Director & CFO

Value Vested or earned during the Year

Name	Option-based awards value vested or earned during the year ($)	Share-based awards value vested during the year ($)	Non-equity incentive plan compensation value earned during the year ($)
BRIAN FINDLAY President & CEO	NIL	NIL	NIL
CATHERINE HICKSON Director & CFO	Nil	Nil	Nil

PENSION PLAN BENEFITS

The Company does not have any pension, retirement or deferred compensation plans, including defined contribution plans.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Company has not entered into any compensatory plans, contracts or arrangements with any of its Named Executive Officers whereby those officers are entitled to receive compensation as a result of the resignation, retirement or any other termination of employment of the Named Executive Officer with the Company or from a change in control of the Company or a change in the Named Executive Officer’s responsibilities following a change in control.

REMUNERATION OF MANAGEMENT AND OTHERS

During the years ended November 30, 2019 and November 30, 2020 the Company incurred or accrued management fees totaling $18,143. See “Summary Compensation Table” above.

COMPENSATION OF DIRECTORS

The directors are entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors and may receive cash bonuses from time to time which the Company awards to directors for serving in their capacity as a member of the board. Executive officers who also act as directors of the Company do not receive any additional compensation for services rendered in their capacity as directors.

• 30 -

Directors are entitled to participate in the Company’s Stock Option Plan, which is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term. Individual grants are determined by an assessment of each individual director’s current and expected future performance, level of responsibilities and the importance of their position and contribution to the Company.

The following table sets forth information regarding the compensation paid to the Company’s directors, other than directors who are also Named Executive Officers listed in the “ Summary Compensation Table ” above, during the fiscal years ended November 30, 2019 and November 30, 2020.

				Non-Equity Incentive Plans	Non-Equity Incentive Plans	Non-Equity Incentive Plans
Name	Fees earned ($)	Share- based award ($)	Option- based Awards ($)	Annual Incentive plans ($)	Long term incentive plans ($)	Pension value ($)	All other compensa tion ($)	Total ($)
MARK COOLBAUGH	2020 2019	NIL NIL	NIL NIL	NIL NIL	NIL NIL	NIL NIL	NIL NIL	NIL NIL

The following table sets forth particulars of all option-based and share-based awards outstanding for each director, who was not a Named Executive Officer, at November 30, 2020:

		Option-based Awards	Option-based Awards		Share-	Awards	Awards
					based
	Number of				Number of	Market payout	Market or payout
		Option		Value of
	securities				shares or units	value of share-	value of vested share
			Option
	underlying	exercise		unexercised	of shares that	based awards	based awards not
Name and Principal	unexercised	price	expiration	in-the-money	have not	that have not	paid out or
Position	options	$	date	options	vested	vested	distributed
MARK
	50,000	$1.00	10/04/2023
COOLBAUGH				Nil	Nil	Nil	Nil
	30,000	$0.50	02/28/2025
Director

PART 5– SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following information is as of November 30, 2020, the Company’s most recently completed financial year.

Plan Category	Number of securities to be issued upon exercise of outstanding options warrants and rights*	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
Equity Compensation plans approved by security holders	83,700	$0.70	394
Equity Compensation plans not approved by security holders	NIL	N/A	N/A
TOTAL	83,700	$0.70	394

• 31 -

PART 6– AUDIT COMMITTEE

AUDIT COMMITTEE CHARTER

National Instrument 52-110 Audit Committees of the Canadian Securities Administrators (“NI 52-110”) requires the Company to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its external auditor as set forth below.

The Company’s audit committee is governed by an Audit Committee Charter which is attached as Exhibit “A”.

COMPOSITION OF THE AUDIT COMMITTEE

The Company’s audit committee is currently comprised of Brian Findlay, Frank Busch and Robert Verhelst. As Chief Executive Officer, Brian Findlay is not independent. Both Frank Busch and Robert Verhelst are independent.

All three audit committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements and are therefore considered Financially Literate, as such term is defined in NI 52-110.

All of the audit committee members are businesspeople with experience in financial matters; each has an understanding of accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavor.

Since the commencement of the Company’s most recently completed financial year ended November 30, 2018, the board of directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

RELIANCE ON CERTAIN EXEMPTIONS

The Company is not relying on:

1. the exemption in section 2.4 ( De Minimis Non-audit Services ) of NI 52-110 (which exempts all non-audit services provided by the Company’s auditor from the requirement to be preapproved by the Audit Committee if such services are less than 5% of the auditor’s annual fees charged to the Company, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year’s audit); or

2. an exemption from the requirements of NI 52-110, in whole or in part, granted by a securities regulator under Part 8 ( Exemptions ) of NI 52-110.

3. 32 -

PRE-APPROVAL POLICIES AND PROCEDURES

The audit committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter attached as Exhibit “A” to this Information Circular.

EXTERNAL AUDIT SERVICE FEES (BY CATEGORY)

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories. The fees paid by the Company to its external auditor for services rendered to the Company in each of the last two fiscal years, by category, are as follows:

Financial Year Ending	Audit / Audit Related Fees	Tax Fees	All Other Fees
November 30, 2020	$18,500	NIL	NIL
November 30, 2019	$18,500	NIL	NIL

The Company is relying on the exemption contained in section 6.1 of NI 52-110 from the requirements of Part 3 Composition of the Audit Committee (as described in ‘Composition of the Audit Committee’ above) and Part 5 Reporting Obligations of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in the Company’s Annual Information Form, if any).

PART 7 – CORPORATE GOVERNANCE

Corporate governance relates to the activities of the board of directors of the Company (the “Board”), the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Company. The Board and senior management consider good corporate governance to be central to the effective and efficient operation of the Company.

National Policy 58-201 Corporate Governance Guidelines (“NP 58-201”) establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted.

• 33 -

National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) also requires the Company to disclose annually in its Information Circular certain information concerning its corporate governance practices.

BOARD OF DIRECTORS

The Board is currently composed of four directors. NP 58-201 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with the company. “Material relationship” is defined as a relationship which could, in the view of the Company’s board of directors be reasonably expected to interfere with the exercise of a director’s independent judgment.

Of the current directors, Brian Findlay, and Catherine Hickson, are “insiders” or management directors and are considered “not-independent”.

Following the Meeting, the Board will have two (2) independent directors and, pending approval, nominated directors, Christopher Brown and Sameer Uplenchwar, would add two (2) additional insiders to the Board.

MANDATE OF THE BOARD

The mandate of the Board is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly and through its committees. In fulfilling its mandate, the Board, among other matters, is responsible for reviewing and approving the Company’s overall business strategies and its annual business plan, reviewing and approving the annual corporate budget and forecast, reviewing and approving significant capital investments outside the approved budget; reviewing major strategic initiatives to ensure that the Company’s proposed actions accord with shareholder objectives; reviewing succession planning; assessing management’s performance against approved business plans and industry standards; reviewing and approving the reports and other disclosure issued to shareholders; ensuring the effective operation of the Board; and safeguarding shareholders’ equity interests through the optimum utilization of the Company’s capital resources. The Board also takes responsibility for identifying the principal risks of the Company’s business and for ensuring these risks are effectively monitored and mitigated to the extent reasonably practicable. At this stage of the Company’s development, the Board does not believe it is necessary to adopt a written mandate, as sufficient guidance is found in the applicable corporate and securities legislation and regulatory policies. However, as the Company grows, the Board will move to develop a formal written mandate.

In keeping with its overall responsibility for the stewardship of the Company, the Board is also responsible for the integrity of the Company’s internal control and management information systems and for the Company’s policies respecting corporate disclosure and communications.

The Board delegates to management, through the Chief Executive Officer and the Chief Financial Officer, responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

• 34 -

Currently, the positions of President and Chief Executive Officer are combined. However, given the size of the Company’s current operations, the Board believes that the Company is well serviced and the independence of the Board from management is not compromised by the combined role. In addition, the Board has found that the fiduciary duties placed on management by the Company’s governing corporate legislation and common law and the restrictions on an individual director’s participation in decisions of the Board in which the director has an interest under applicable corporate and securities legislation provide the “independent” directors with significant input and leadership in exercising their responsibilities for independent oversight of management. In addition, each member of the Board understands that he is entitled to seek the advice of an independent expert if he reasonably considers it warranted under the circumstances and the “independent” directors have the ability to meet independently of management whenever deemed necessary.

DIRECTORSHIPS

As of the date of this Information Circular, the directors and/or officers listed in the table that follows are currently directors and/or officers of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction.

Name of Director	Other Reporting Issuers	Elected On	**Stock Exchange **
Brian Findlay	Valdor Technology International Inc.	2003-06-04	CSE
Catherine Hickson	No others	n/a	n/a
Christopher Brown	No others	n/a	n/a
Frank Busch	Kelso Technologies Inc. Huntington Exploration Inc.	2020-02-11	NYSE TSXV
		2020-12-20
Robert Verhelst	No others	n/a	n/a
Sameer Uplenchwar	Huntington Exploration Inc.	2021-01-04	TSXV

ORIENTATION AND CONTINUING EDUCATION

Orientation and education of new members of the Board is conducted informally by management and the Board. The orientation provides background information on the Company’s history, performance and strategic plans.

New directors are briefed on strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing company policies. However, there is no formal orientation for new members of the Board and this is considered to be appropriate, given the Company’s size and current operations.

ETHICAL BUSINESS CONDUCT

The Board of Directors expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company’s business plan and to meet performance goals and objectives.

• 35 -

However, to date, the Board has not adopted a formal written Code of Business Conduct and Ethics. The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate and securities legislation on the individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company and its shareholders.

In addition, the limited size of the Company’s operations and the small number of officers and employees allows the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.

NOMINATION AND ASSESSMENT

The Board of Directors will consider the size of the Board of Directors each year when it considers the number of directors to recommend for director nominees. The criteria for selecting new directors shall reflect the requirements of the listing standards of the Exchange (or such other exchange or selfregulatory organization on which the Company’s shares are listed for trading) with respect to independence and the following factors:

• (a) the appropriate size of the Company’s Board;

• (b) the needs of the Company with respect to the particular talents and experience of its directors;

• (c) personal and professional integrity of the candidate;

• (d) level of education and/or business experience;

• (e) broad-based business acumen;

• (f) the level of understanding of the Company’s business and the industry in which it operates and other industries relevant to the Company’s business;

• (g) the ability and willingness to commit adequate time to Board and committee matters;

• (h) the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company;

• (i) the ability to think strategically and a willingness to share ideas; and diversity of experiences, expertise and background.

COMPENSATION

The Board of Directors is responsible for determining all forms of compensation to be granted to the Chief Executive Officer of the Company and the other officers, directors and/or employees of the Company (see “Executive Compensation – Termination of Employment, Change in Responsibilities and Employment Contracts”).

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has only one committee, being the Audit Committee.

• 36 -

PART 8 – OTHER INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since the beginning of the most recently completed financial year ended November 30, 2020 and as at the date of this Information Circular, no director, executive officer or employee or former director, executive officer or employee of the Company, nor any nominee for election as a director of the Company, nor any associate of any such person, was indebted to the Company during the most recently completed financial years ended November 30, 2019 and November 30, 2020 for other than “routine indebtedness”, as that term is defined by applicable securities law; nor was any indebtedness to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed herein, no proposed nominee for election as a director, and no director or officer of the Company who has served in such capacity since the beginning of the last financial year and none of the respective associates or affiliates of any of the foregoing, had any interest in any transaction with the Company or in any proposed transaction since the beginning of the last completed financial year that has materially affected the Company or is likely to do so.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company’s last completed financial year, none of the other insiders of the Company and no associate or affiliate of any of the foregoing persons has any substantial interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of the directors.

MANAGEMENT CONTRACTS

The management functions of the Company are performed by its directors and senior officers and the Company has no management agreements or arrangements under which such management functions are performed by persons other than the directors and senior officers of the Company.

TRANSFER AGENT AND REGISTRAR

Odyssey Trust Company, Suite 350 - 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is or is likely to be a party or which any of its properties or business interests are, or, to the best of knowledge of management of the Company, likely to be subject of.

OTHER MATTERS

Management of the Company is not aware of any other matters to come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Information Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed

• 37 -

form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

OTHER MATERIAL FACTS

There are no other material facts other than as disclosed in this Information Circular.

ADDITIONAL INFORMATION

Financial information about the Company is provided in its comparative financial statements and Management’s Discussion and Analysis for the years ended November 30, 2019 and November 30, 2020. You may access these documents through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

DATED at Vancouver, British Columbia, this 5th day of October, 2021.

BY ORDER OF THE BOARD

“Brian Findlay”

President and Chief Executive Officer

• 38 -

EXHIBIT “A”

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DAJIN LITHIUM CORP. (THE “COMPANY”)

1. Purpose

• 1.1 The Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets; reliability of information; and compliance with policies and laws. Within this mandate, the Audit Committee’s role is to:

• (a) support the Board of Directors in meeting its responsibilities to shareholders;

• (b) enhance the independence of the external auditor;

• (c) facilitate effective communications between management and the external auditor and provide a link between the external auditor and the Board of Directors;

• (d) increase the credibility and objectivity of the Company’s financial reports and public disclosure.

• 1.2 The Audit Committee will make recommendations to the Board of Directors regarding items relating to financial and regulatory reporting and the system of internal controls following the execution of the Committee’s responsibilities as described herein.

• 1.3 The Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors from time to time prescribe.

2.

Membership

• 2.1 Each member of the Audit Committee must be a director of the Company.

• 2.2 The Audit Committee will consist of at least three members, the majority of whom are neither officers nor employees of the Company or any of its affiliates.

• 2.3 The members of the Audit Committee will be appointed annually by and will serve at the discretion of the Board of Directors.

3.

Authority

• 3.1 In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:

• (a) engage, and set and pay the compensation for, independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities;

• (b) communicate directly with management and any internal auditor, and with the external auditor without management involvement;

• 39 -

• (c) approve interim financial statements and interim MD&A on behalf of the Board of Directors.

4. Duties and Responsibilities

• 4.1 The duties and responsibilities of the Audit Committee include:

• (a) recommending to the Board of Directors the external auditor to be nominated by the Board of Directors;

• (b) recommending to the Board of Directors the compensation of the external auditor;

• (c) reviewing the external auditor’s audit plan, fee schedule and any related services proposals;

• (d) overseeing the work of the external auditor;

• (e) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board and will enquire if there are any sanctions imposed by the CPAB on the external auditor;

• (f) ensuring that the external auditor meets the rotation requirements for partners and staff on the Company’s audits;

• (g) reviewing and discussing with management and the external auditor the annual audited financial statements, including discussion of material transactions with related parties, accounting policies, as well as the external auditor’s written communications to the Committee and to management;

• (h) reviewing the external auditor’s report, audit results and financial statements prior to approval by the Board of Directors;

• (i) reporting on and recommending to the Board of Directors the annual financial statements and the external auditor’s report on those financial statements, prior to Board approval and dissemination of financial statements to shareholders and the public;

• (j) reviewing financial statements, MD&A and annual and interim earnings press releases prior to public disclosure of this information;

• (k) ensuring adequate procedures are in place for review of all public disclosure of financial information by the Company, prior to is dissemination to the public;

• (l) (overseeing the adequacy of the Company’s system of internal accounting controls and internal audit process obtaining from the external auditor summaries and recommendations for improvement of such internal accounting controls;

• (m) ensuring the integrity of disclosure controls and internal controls over financial reporting;

• 40 -

• (n) resolving disputes between management and the external auditor regarding financial reporting;

• (o) establishing procedures for:

  • (i) the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practices relating thereto; and

  • (ii) the confidential, anonymous submission by employees of the Company or concerns regarding questionable accounting or auditing matters.

• (p) reviewing and approving the Company’s hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;

• (q) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company’s external auditor;

• (r) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities.

• 4.2 The Audit Committee will report, at least annually, to the Board regarding the Committee’s examinations and recommendations.

5.

Meetings

• 5.1 The quorum for a meeting of the Audit Committee is a majority of the members of the Committee who are not officers or employees of the Company or of an affiliate of the Company.

• 5.2 The members of the Audit Committee must elect a chair from among their number and may determine their own procedures.

• 5.3 The Audit Committee may establish its own schedule that it will provide to the Board of Directors in advance.

• 5.4 The external auditor is entitled to receive reasonable notice of every meeting of the Audit Committee and to attend and be heard thereat.

• 5.5 A member of the Audit Committee or the external auditor may call a meeting of the Audit Committee.

• 5.6 The Audit Committee will meet separately with the President and separately with the Chief Financial Officer of the Company at least annually to review the financial affairs of the Company.

• 5.7 The Audit Committee will meet with the external auditor of the Company at least once each year, at such time(s) as it deems appropriate, to review the external auditor’s examination and report.

• 41 -

• 5.8 The chair of the Audit Committee must convene a meeting of the Audit Committee at the request of the external auditor, to consider any matter that the auditor believes should be brought to the attention of the Board of Directors or the shareholders.

6.

Reports

• 6.1 The Audit Committee will record its recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board of Directors’ meeting at which those recommendations are presented.

7.

Minutes

• 7.1 The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.

• 42 -

EXHIBIT “B”

DAJIN LITHIUM CORP.

STOCK OPTION PLAN

ARTICLE 1- PURPOSE OF THE PLAN

The purpose of the Plan (as defined herein) is to provide certain Eligible Participants (as defined herein) with an opportunity to purchase Common Shares (as defined herein) and to benefit from the appreciation thereof. This will provide an increased incentive for Eligible Participants to contribute to the future success and prosperity of the Corporation (as defined herein), thus enhancing the value of the Common Shares for the benefit of all the shareholders and increasing the ability of the Corporation and its Subsidiaries (as defined herein) to attract and retain individuals of exceptional skill.

ARTICLE 2- DEFINED TERMS

Where used herein, the following terms shall have the following meanings:

• (a) “ Board ” means the board of directors of the Corporation;

• (b) “ Common Shares ” means the common shares of the Corporation or, in the event of an adjustment contemplated by Article 8 hereof; such other shares to which a Participant may be entitled upon the exercise of an Option as a result of such adjustment;

• (c) “ Corporation ” means Dajin Lithium Corp. and includes any successor corporation thereof;

• (d) “ Eligible Participants ” means the bona fide directors, officers, employees and consultants of the Corporation and its Subsidiaries;

• (e) “ Exchange ” means the Toronto Stock Exchange, the TSX Venture Exchange or, if the Common Shares are not then listed and posted for trading on the Toronto Stock Exchange or the TSX Venture Exchange, on such stock exchange in Canada on which such shares are listed and posted for trading as may be selected for such purpose by the Board;

• (f) “ Insider ” has the meaning ascribed thereto in the Toronto Stock Exchange Company Manual;

• (g) “ Market Price per Share ” shall mean, at the discretion of the Board, either the closing trading price of the Common Shares on the Exchange on the date prior to the date on which the Option is granted or the volume weighted average trading price for a period of five (5) days on the Exchange. In the event that the Common Shares are not listed and posted for trading on any stock exchange in Canada, the “Market Price per Share” shall be the fair market value of the Common Shares as determined by the Board in its sole discretion;

• (h) “ Option ” means an option to purchase Common Shares granted pursuant to the Plan by the Board to certain Eligible Participants of the Corporation and its Subsidiaries, subject to the provisions contained herein;

• (i) “ Option Price ” means the price per share at which Common Shares may be purchased under the Option, as the same may be adjusted in accordance with Article 4 and Article 8 hereof;

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• (j) “ Participants ” means certain Eligible Participants to whom Options are granted and which Options or a portion thereof remain unexercised;

• (k) “ Person ” means an individual, a partnership, a corporation and any other entity or association;

• (l) “ Plan ” means this Stock Option Plan of the Corporation, as the same may be amended or varied from time to time; and

• (m) “ Subsidiary ” means any corporation that is a subsidiary of the Corporation, as such term is defined under the Business Corporations Act (British Columbia) , as such provision is from time to time amended, varied or re-enacted.

ARTICLE 3- ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Board. The Corporation shall effect the grant of Options under the Plan, in accordance with determinations made by the Board pursuant to the provisions of the Plan as to:

• (a) the Eligible Participants to whom Options will be granted; and

• (b) the number of Common Shares that shall be the subject of each Option;

by the execution and delivery of instruments in writing in the form approved by the Board.

The Board may, from time to time, adopt such rules and regulations for administering the Plan as it may deem proper and in the best interests of the Corporation. The Board may, subject to applicable law, pass a resolution delegating its powers hereunder to administer the Plan to a committee of the Board.

ARTICLE 4- GRANTING OF OPTIONS

The Board from time to time may grant Options to certain Eligible Participants. The grant of Options will be subject to the conditions contained herein and may be subject to additional conditions determined by the Board from time to time.

The aggregate number of Common Shares that may be reserved for issuance under the Plan, and all other security based compensation plans shall not exceed 10% of the number of Common Shares outstanding from time to time, on a non-diluted basis, as of the date approved by the Board. If any Options granted under this Plan shall expire, terminate or be cancelled for any reason without having been exercised in full, any unpurchased Common Shares to which such Options relate shall be available for the purposes of the granting of further Options under this Plan. No fractional shares may be purchased or issued hereunder.

Any grant of Options under the Plan shall be subject to the following restrictions:

• (a) the aggregate number of Common Shares reserved for issuance pursuant to Options granted to any one Person, when combined with any other share compensation arrangement, may not exceed 5% of the outstanding Common Shares (on a non-diluted basis);

• (b) the aggregate number of Common Shares reserved for issuance pursuant to Options granted to Insiders pursuant to the Plan, when combined with any other share compensation arrangement, may not exceed 10% of the outstanding Common Shares (on a non-diluted basis);

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• (c) the aggregate number of Options granted to any one consultant of the Corporation in a 12 month period may not exceed 2% of the outstanding Common Shares (on a non-diluted basis) on the date of any such Option grant; and

• (d) the aggregate number of Common Shares issued within any one year period to Insiders pursuant to Options, when combined with any other share compensation arrangement, may not exceed 10% of the outstanding Common Shares (on a non-diluted basis).

The Option Price shall be fixed by the Board but under no circumstances shall any Option Price at the time of the grant be lower than the Market Price per Share. The Option Price as calculated above is intended to be the fair market value of the Common Shares at the date of grant and, subject to the approval of the Board, the Exchange and the shareholders of the Corporation (where required), the Option Price may be adjusted if necessary to achieve that result.

An Option may only be exercised within a period of ten (10) years from the date of the granting of the Option. The vesting period or periods within this ten (10) year period during which an Option or a portion thereof may be exercised by a Participant shall be determined by the Board. Further, the Board may, in its sole discretion at any time or in the Option agreement in respect of any Options granted, accelerate or provide for the acceleration of, vesting of Options previously granted.

ARTICLE 5- EXERCISE OR DISPOSITION OF OPTIONS

Subject to the provisions of the Plan and the terms of the granting of the Option, an Option or a portion thereof may be exercised from time to time by delivery to the Corporation’s principal office in Calgary, Alberta of a notice in writing signed by the Participant or the Participant’s legal personal representative and addressed to the Corporation. This notice shall state the intention of the Participant or the Participant’s legal personal representative to exercise the Option or a portion thereof; the number of Common Shares in respect of which the Option is then being exercised and shall be accompanied by payment in full of the Option Price for the Common Shares which are the subject of the exercise. Alternatively, a Participant may offer to dispose of his or her vested, unexercised Options or any of them to the Corporation for cash in an amount not to exceed the aggregate of the Market Price per Share less the Option Price multiplied by the number of Options to be exercised and the Corporation has the right, but not the obligation, to accept the Participant’s offer. The Participant shall make an offer to dispose of his or her Options by providing a written notice to the Corporation at its head office in Calgary, Alberta or such other place as may be specified by the Corporation, specifying the number of vested and unexercised Options the Participant is proposing to dispose of.

ARTICLE 6- DECISIONS OF THE BOARD

All decisions and interpretations of the Board respecting the Plan or Options granted thereunder shall be conclusive and binding on the Corporation and the Participants and their respective legal personal representatives and on all Eligible Participants under the provisions of the Plan.

ARTICLE 7- TERMINATION OF EMPLOYMENT/DEATH

In the event of the Participant ceasing to be a director, officer, employee or consultant of the Corporation or a Subsidiary for any reason other than death (including the resignation or retirement of the Participant as a director, officer or employee of the Corporation or the termination by the Corporation of the employment of the Participant or the termination by the Corporation or the Participant of the consulting arrangement with the Participant), Options held by such Participant shall cease and terminate on the earlier of:

• (a) the expiry time of such Option, and

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• (b) the thirtieth (30th) day following:

• (i) the effective date of such resignation or retirement,

• (ii) the date notice of termination of employment is given by the Corporation, or

• (iii) the date notice of termination of the consulting arrangement is given by the Corporation or the Participant, as the case may be,

and thereafter shall be of no further force or effect whatsoever as to the Common Shares in respect of which such Option has not previously been exercised. In no circumstances shall the operation of this Article extend the expiry date of such Option beyond the ten (10) year period prescribed by Article 4. Notwithstanding the foregoing, in the event of termination for cause, such Option shall cease and terminate immediately upon the date notice of termination of employment for cause is given by the Corporation and shall be of no further force or effect whatsoever as to the Common Shares in respect of which such Option has not previously been exercised.

In the event of the death of a Participant on or prior to the expiry time of an Option, all Options which have not otherwise vested in accordance with their terms shall vest and be exercisable and such Option may be exercised as to all or any of the Common Shares in respect of which such Option has not previously been exercised (and as the Participant would have been entitled to purchase), by the legal personal representatives of the Participant at any time up to and including (but not after) the earlier of the date that is one (1) year following the date of death of the Participant and the expiry time of such Option.

The Plan does not confer upon a Participant any right with respect to continuation of employment by the Corporation or any of its Subsidiaries, nor does it interfere in any way with the right of the Participant or the Corporation to terminate the Participant’s employment at any time.

Options shall not be affected by any change of employment of the Participant where the Participant continues to be employed by the Corporation or any of its Subsidiaries.

ARTICLE 8- ADJUSTMENTS

If the outstanding Common Shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another company or entity through re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Common Shares optioned or issued on exercise of Options and the exercise price per Common Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

Adjustments under this Article shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.

Options granted to Participants hereunder are non-assignable unless the prior written consent of the Corporation and the Exchange has been obtained and, except in the case of the death of a Participant (which is provided for in Article 7), are exercisable only by the Participant to whom the Options have been granted.

ARTICLE 9- AMENDMENT OR DISCONTINUANCE OF PLAN

The Board may in its sole and absolute discretion and without the approval of the shareholders of the Corporation, amend, suspend, terminate or discontinue the Plan and may amend the terms and conditions of Options granted pursuant to the Plan, subject to any required approval of any regulatory authority or the Exchange, including without limiting the generality of the foregoing, where the amendment:

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• (a) is for the purpose of curing any ambiguity, error or omission in the Plan or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan;

• (b) is necessary to comply with applicable law or the requirements of any stock exchange on which the Common Shares are listed;

• (c) is an amendment to the Plan respecting administration and eligibility for participation under the Plan;

• (d) changes the terms and conditions on which Options may be granted pursuant to the Plan including the provisions relating to Option Price, vesting provisions and expiry date;

• (e) is to alter, extend or accelerate the terms and conditions of vesting applicable to any Option;

• (f) is to add any form of financial assistance for Participant for the exercise of any Options;

• (g) is to accelerate the expiry date of any Option;

• (h) amends the definitions contained within the Plan;

• (i) amends or modifies the mechanics of exercise of Options;

• (j) changes the termination provisions of an Option or the Plan which does not entail an extension beyond the maximum term of the Option of ten (10) years, as set forth in Article 4 above; or

• (k) is an amendment to the Plan of a “housekeeping nature”.

Subject to any required approval of any regulatory authority or the Exchange, the Board may amend the Option Price, the expiry date (which in no event shall exceed 5 years from the date of grant) and the termination provisions of Options granted pursuant to the Plan, without shareholder approval, provided that if the Board proposes to reduce the Option Price (for this purpose, a cancellation or termination of an Option prior to its expiry date for the purpose of re-granting the Option to the same Participant with a lower Option Price shall be treated as an amendment to reduce the Option Price of the Option) or extend the expiry date of Options granted to Insiders pursuant to the Plan, except as permitted by Article 10 hereof, such amendments will require shareholder approval, and the Insiders who will benefit from such amendments will not be entitled to vote.

The approval of the shareholders of the Corporation will be required for amendments to the Plan which:

• (a) increase the maximum percentage of Common Shares that may be reserved for issuance under the Plan;

• (b) increase the maximum percentage of Common Shares that may be reserved for issuance under the Plan to Insiders or to any one Person;

• (c) change the class of Eligible Participant to the Plan which would have the potential of broadening or increasing participation by Insiders; or

• (d) amend this Article 9.

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If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination will continue in effect as long as any Option or any rights pursuant thereto remain outstanding and, notwithstanding the termination of the Plan, the Board shall remain able to make such amendments to the Plan or the Options as they would have been entitled to make if the Plan were still in effect.

Subject to the foregoing and any required approval of any regulatory authority or the Exchange, as applicable, the Board may from time to time add to, delete from, alter or otherwise amend the provisions of the Plan or any Options granted thereunder as it sees fit or may at any time terminate the Plan, provided that:

• (a) no amendment may, without the written consent of the Participant, materially and adversely impair, alter or amend any Option previously granted to such Participant; and

• (b) a termination of the Plan shall not derogate from the rights of an Participant in respect of Options granted prior the date of such termination, unless otherwise consented by such Participant.

ARTICLE 10- EXTENSION OF EXPIRY TIME DURING BLACKOUT PERIODS

Notwithstanding the provisions contained herein for the expiry of Options, in the event that the expiry date of an Option falls during or within two business days following the end of the black out period that is self imposed by the Corporation pursuant to its policies (a “ Black Out Period ”), the expiry date of such Option shall be extended for a period of ten (10) business days following the end of the Black Out Period.

ARTICLE 11- GOVERNMENT REGULATION

The Corporation’s obligation to issue and deliver Common Shares under any Option is subject to:

• (a) the satisfaction of all requirements under applicable securities laws in respect thereof and obtaining all regulatory approvals as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

• (b) the admission of such Common Shares to listing on the Exchange; and

• (c) the receipt from the Participant of such representations, warranties, agreements and undertakings as to future dealings in such Common Shares as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

In connection with the foregoing, the Corporation shall take all reasonable steps to obtain such approvals and registrations as may be necessary for the issuance of such Common Shares in compliance with applicable securities laws and for the listing of such Common Shares on the Exchange.

ARTICLE 12- PARTICIPANTS’ RIGHTS

A Participant shall not have any rights as a shareholder of the Corporation until the issuance of a certificate for Common Shares upon the exercise of an Option or a portion thereof; and then only with respect to the Common Shares represented by such certificate or certificates.

ARTICLE 13- WITHHOLDINGS

If the Corporation is required under the Income Tax Act (Canada) or any other applicable law to remit to any governmental authority an amount on account of tax on the value of any taxable benefit associated with the

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exercise or disposition of Options by a Participant, then the Participant shall, concurrently with the exercise or disposition:

• (a) pay to the Corporation, in addition to the exercise price for the Options, if applicable, sufficient cash as is determined by the Corporation to be the amount necessary to fund the required tax remittance;

• (b) authorize the Corporation, on behalf of the Participant, to sell in the market on such terms and at such time or times as the Corporation determines such portion of the Common Shares being issued upon exercise of the Options as is required to realize cash proceeds in the amount necessary to fund the required tax remittance; or

• (c) make other arrangements acceptable to the Corporation to fund the required tax remittance.

Participants (or their beneficiaries) shall be responsible for all taxes with respect to any Options under the Plan, whether arising as a result of the grant or exercise of the Options or otherwise. The Board and the Corporation make no representation to any Person regarding the tax treatment of Options or payments made under the Plan and none of the Corporation, nor any of its employees or representatives shall have any liability to any Participant with respect thereto.

ARTICLE 14- APPROVALS

The Plan shall be subject to:

• (a) the approval of the Board; and

• (b) if the Common Shares are listed on an Exchange, acceptance by the Exchange.

Any Options granted prior to approval by the Board or, if applicable, prior to acceptance by the Exchange, shall be conditional upon such approval and, if applicable, such acceptance being given and no such Options may be exercised unless such approval and, if applicable, such acceptance, is given.

ARTICLE 15- OPTION AGREEMENT

The Option agreement between the Corporation and each Participant to whom an Option is granted hereunder will be in writing and will set out the number of Common Shares subject to option, the Option Price, the vesting dates, the expiry date and any other terms approved by the Board, all in accordance with the provisions of this Plan. The agreement will be in such form as the Board may from time to time approve or authorize the officers of the Corporation to enter into and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Person to whom the Option is granted may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

ARTICLE 16- PLAN HISTORY

Approved by the Board on October 5, 2021.

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