FRONTIER LITHIUM INC. — Proxy Solicitation & Information Statement 2021

Sep 17, 2021

FRONTIER LITHIUM INC. 2736 Belisle Drive Val Caron, ON P3N 1B3

MANAGEMENT INFORMATION CIRCULAR As at

September 7, 2021

This management information circular (the “Management Information Circular”) is furnished in connection with the solicitation of proxies by the management (the “Management”) of Frontier Lithium Inc. (the “Corporation”) for use at the Annual General Meeting (the “Meeting”) (Teleconference Meeting Only) of holders (the “Shareholders”) of common shares of the Corporation (the “Common Shares” or the “shares”) to be held on Thursday, October 7, 2021 at 2:00 p.m. (EST) and for the purposes set forth in the attached notice of Annual General Meeting (the “Notice of Meeting”). The 2021 Annual Meeting of Shareholders is a teleconference meeting due to the ongoing global COVID-19 pandemic. Shareholders will be able to listen and ask questions but will not be able to vote during the Meeting . Please register at www.frontierlithium.com/agm in order to have the ability to pose questions and to also be provided the details to view the President & CEO’s post AGM presentation.

The information contained herein is given as of the date hereof, unless otherwise noted herein.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may also be submitted using secure online voting. The solicitation of proxies is being made by or on behalf of the management of the Corporation. The cost of the solicitation is expected to be nominal and will be borne by the Corporation.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are officers and /or directors of the Company. As a shareholder you have the right to appoint a person (who needs not be a shareholder) or company as proxy holder to attend and act on his or her behalf at the Meeting other than the representatives of Management designated in the enclosed form of proxy. The Shareholder may exercise this right by inserting the name of the nominee in the space provided in the enclosed form of proxy or may complete another appropriate form of proxy, and in each case delivering the completed proxy in the manner set forth above.

The only methods by which you may appoint a person as proxy are submitting a proxy by mail.

Voting by Proxyholder

• (1) Shareholders who wish to have their shares voted at the Meeting are requested to date, sign and return, in the envelope provided for that purpose, the enclosed form of proxy. Proxies must be deposited with the Corporation’s transfer agent and registrar, The Odyssey Trust Company, 702 – 67 Yonge St. Toronto, ON M5E 1J8, on Tuesday, October 5, 2021 no later than 2:00 p.m. , Eastern Time or 48 hours prior to the commencement of the Meeting, if the Meeting is adjourned, or (ii) with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment thereof, in order for the shares represented thereby to be voted at the Meeting or any adjournment thereof.

The shares represented by any proxy in favour of the nominees of Management named therein will be voted for, against or withheld from voting with respect to the matters described herein in accordance with the instructions provided in any such proxy.

In the absence of any specification, such proxies will be voted FOR the election of directors, FOR the appointment of the auditor, all as specified in this Management Information Circular.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting. Management knows of no other matters to come before the Meeting other than matters referred to in the Notice of Meeting. If any matters which are not now known should properly come before the Meeting or if any amendments or variations to the matters referred to in the Notice of Meeting are presented for consideration at the Meeting, the forms of proxy will be voted on such matters, amendments and variations in accordance with the best judgment of the person voting the proxy.

REGISTERED SHAREHOLDERS

If you are a registered shareholder (one whose name appears on the records of the Company as the reregistered holder of said shares), you may wish to vote by proxy. If you submit a proxy, you must complete, date and sign the Proxy, and then return it to the Company’s transfer agent, The Odyssey Trust Company, 702 – 67 Yonge St. Toronto, ON M5E 1J8. Your second option is to submit your Proxy using secure online voting no later than 2:00 p.m., Eastern Time on Tuesday, October 5, 2021, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used. You will require the CONTROL NUMBER printed with your address to the right, however, if you vote by Internet, do not mail your proxy.

NON-REGISTERED HOLDERS

Only registered holders of Common Shares or the person(s) they appoint as their proxyholder are permitted to vote at the Meeting. However, in many cases, shares of the Corporation beneficially owned by a holder (a “Non-Registered Holder”) are not registered in the name of the holder but are rather registered either (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the shares or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”) of which the Intermediary is a participant (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans). In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice of Meeting, this Management Information Circular, a form of proxy and a financial statement request form (collectively the “Meeting

Materials”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

• (a) be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form” or a “proxy authorization form”) which the Intermediary must follow. Typically, the Non-Registered Holder will also be given a page of instructions which contains a removable label containing a bar code and other information. In order for the form of proxy to be validly constituted, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or

• (b) less typically, be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder, but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the NonRegistered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to Odyssey Trust Company as provided under “Proxies and Voting” above.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares of the Corporation which they beneficially own. The Non-Registered Holder should strike out the names of the persons named in the proxy and insert the Non-Registered Holder’s (or such other persons’) name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the form of proxy is to be delivered.

There are two kinds of beneficial owners – those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called NOBOs for NonObjecting Beneficial Owners). Up until September 2002, Issuers (including the Directors and Officers of the Company) had no knowledge of the identity of any of their beneficial owners including NOBOs. Subject to the provision of National Instrument 54-101. Communication with Beneficial Owners of Securities of Reporting Issuers, however, after September 1, 2002 issuers could request and obtain a list of their NOBO’s from intermediaries via their Transfer Agents. Prior to September 1, 2004 issuers could obtain this NOBO list and use it for specific purposes connected with the affairs of the Company except for the distribution of proxy-related materials directly to NOBOs. This was stage one of the implementations of the Instrument. Effective for shareholder meetings taking place on or after September 1, 2004 issuers can obtain and use this NOBO list for distribution of proxy-related materials directly (not via Broadridge) to NOBOs. This is stage two of the implementation of the Instrument.

REVOCATION OF PROXIES

Any Shareholder who has given a proxy may revoke it by depositing an instrument in writing executed by him or her or by his or her attorney authorized in writing at the principal office of the Corporation, 2736 Belisle Drive, Val Caron, Ontario, P3N 1B3, to the attention of the Secretary, on or before the last business day preceding the day of the Meeting or any adjournment thereof or, as to any matter upon

which a vote has not already been cast pursuant to the authority conferred by such proxy, with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, or by any other manner permitted by law.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect , by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the appointment of the auditor and as set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Board of Directors of the Company has fixed Tuesday, September 7, 2021 as the record date (the “Record Date”) for the purposes of determining Shareholders entitled to receive the Notice of Meeting and vote at the Meeting. The Corporation is authorized to issue an unlimited number of Common Shares, of which 195,637,520 Common Shares were issued and outstanding as at the Record Date. In accordance with the provisions of the Business Corporations Act (Alberta) , the Corporation has prepared a list of the Shareholders on the Record Date. At the Meeting, each Shareholder named on the list will be entitled to one vote for each Common Share shown opposite his, her or its name.

To the knowledge of the directors and senior officers of the Corporation, as at the date of this management information circular, there is one person who beneficially owns, directly or indirectly, and exercises control or direction over voting securities of the Corporation carrying more than 10% of the voting rights of the total issued and outstanding Common Shares as at the Record Date.

CORPORATE GOVERNANCE DISCLOSURE

General

Maintaining a high standard of corporate governance is a priority for the board of directors and the Corporation’s management, as they believe that this will help create and maintain shareholder value in the long term. The board of directors is in the process of considering its corporate governance practices against the corporate governance guidelines set out in National Policy 58-201 – Corporate Governance Guidelines and plans to align itself with such guidelines to the extent reasonable in the circumstances.

Board of Directors

The board of directors consists of a total of eight directors of which, Marian (Mike) Koziol, Bruce Barker, John R. Didone, Stephen Letwin, Bartholemew (Bart) Meekis, Greg, Mills, and Marc Boissonneault are considered “independent” as such term is defined in National Instrument 58101 – Disclosure of Corporate Governance Practices. Reginald (Rick) F. Walker is not considered independent as he owns or controls 10% or more of the voting securities of Frontier Lithium Inc.

Orientation and Continuing Education

The Company provides up-to-date information on the Company’s corporate organization, operations, strategy and its current year business plan and financial information.

The Corporation encourages conferences, seminars and courses relevant to their directorship at the Corporation and all expenses incurred by attending such events are reimbursed.

Ethical Business Conduct

The Board of Directors has discussed ethical conduct that applies to all directors, officers, head office management and employees of Frontier Lithium Inc.

The objective of these discussions is to provide guidelines in order to maintain Frontier Lithium Inc.’s integrity, reputation, honesty, objectivity and impartiality of the Company. The Board Members also address conflicts of interest, protection of assets, confidentiality, fair dealing with the shareholders, employees, insider trading, compliance with laws and reporting any illegal or unethical behavior.

Nomination of Directors

Eight (8) directors are to be elected at the Meeting, each of whom is to hold office until the close of the next annual meeting of shareholders or until his successor is elected or appointed.

All the nominees have established their eligibility and willingness to serve as directors; please refer to PARTICULARS OF MATTERS TO BE ELECTED UPON.

Independence of Directors / Directorships

An independent director does not have a material relationship with the Company that would interfere with the exercise of independent judgment.

Assessments

The board, its committees and each individual director should be regularly assessed regarding his or her effectiveness and contribution. An assessment should consider the following:

• a) In the case of the board or a board committee, its mandate or charter, and

• b) In the case of an individual director, the applicable position description(s), as well as the competencies and skills each individual director is expected to bring to the board.

All directors are encouraged to make suggestions on improvement of the Board of Directors’ practices at any time.

EXECUTIVE COMPENSATION AND MANAGEMENT CONTRACTS

Summary Compensation Table

The following table is a summary of the compensation paid by the Corporation to Trevor R. Walker during the financial years ended March 31, 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017,2018, 2019, 2020 and 2021. Trevor R. Walker, President, of the Corporation since March 26, 2010 and President and Chief Executive Officer of the Corporation since February 21, 2017.

					Long-term Compensation
		**Annual Compensation **			Awards		Payouts
						Restricted	LTIP
					Securities			All
	Financial			Other	Under Oi	Shares or Rtitd	Payouts	Other C
Name and	Year Ended	Consulting F	Bonus	Annual Compens	pton /SARs	esrce Share		ompen- sation
**Principal **	March 31	ees		ation	Granted	Units
Position					(#)	($)	($)	($)
Trevor R. Walker President & CEO	2021	$250,000	-	-	483,334	-	-	-
Trevor R. Walker President & CEO	2020	$250,000	-	-	416,666	-	-	-
Trevor R. Walker President & CEO	2019	$250,000	-	-	-	-	-	-
Trevor R. Walker President & CEO	2018	$250,000	-	-	850,000	-	-	-
Trevor R. Walker President & CEO	2017	$250,000	-	-	-	-	-	-
Trevor R. Walker President	2016	$250,000	-	-	350,000	-	-	-
Trevor R. Walker President	2015	$110,000	-	-	300,000	-	-	-
Trevor R. Walker President	2014	$110,000	-	-	-	-	-	-
Trevor R. Walker, President	2013	$110,000	-	-	450,000	-	-	-
Trevor R. Walker, President	2012	$110,000	-	-	250,000	-	-	-
Trevor R. Walker, President	2011	$110,000	-	-	350,000	-	-	-
Trevor Walker, President	2010	$27,500	-	-	-	-	-	-

Mr. Trevor R. Walker was the only “executive officer” of the Corporation within the meaning of the Securities Act (Alberta) whose consulting fees must be disclosed for the financial years ended March 31, 2010 and 2011 and 2012 and 2013 and 2014 and 2015 and 2016 and 2017 and 2018 and 2019, 2020 and 2021. The consulting fees are payable to companies controlled by a director of the Company.

Long-term Incentive Plan Awards during the Financial Year ended March 31, 2021

No long-term incentive plan awards were made to the Named Executive Officers during the financial year ended March 31, 2021

Option Grants during the Financial Year ended March 31, 2021

During the financial year ended March 31, 2021 a total of 12,763,334 options were granted to key consultants and employees of the Company.

As of the date hereof there are 14,275,000 options outstanding at a weighted average price of $0.67 per option.

Aggregated Option Exercises during the Financial Year ended March 31, 2021 and Financial Year-end Option Values

The following table sets out the financial year-end value of options held by Trevor R. Walker being the only options granted to Named Executive Officers that remain outstanding :

			Unexercised	Value of Unexercised in-the-
	Securities	Aggregate	Options	money Options/SARs at
	Acquired on	Value	at FY-End (#)	FY-End ($)
	Exercise	Realized	Exercisable/	Exercisable/
Name	(#)	($)	Unexercisable	Unexercisable(1)
Trevor R. Walker(2)	-	-	1,066,666 / 483,334	811,166 / -9,667

Note:

• (1) The closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) on March 31, 2021 was $1.03 per Common Share.

• (2) The options held by Trevor R. Walker as at March 31, 2021 are comprised of 416,666 exercisable at $0.30 per Common share,650,000 exercisable at $0.25 per Common Share, 483,334 exercisable at $1.05 per Common Share.

• (3) There were no non-Named Executive Officer option exercises during the period.

Compensation of Directors and Officers / Compensation Committee

The Corporation has only one employee that draws a salary and does not compensate its directors for acting in such capacity. However, an Executive Compensation Committee composed of one director considered non-independent; Chairman Reginald F. Walker, and three independent directors; Director Stephen Letwin, Director John R. Didone and Director Marian (Mike) Koziol carry out annual reviews relating to the compensation of Trevor R. Walker, President & CEO of the Corporation.

Policy 3.1 of the TSX Venture Exchange Corporate Finance Manual sets out a requirement that all employment, consulting or other compensation arrangements between the issuer and any director or senior officer of the issuer are to be considered and approved by independent directors. As stated herein, certain of the directors of the Corporation are compensated at market rates for providing services (e.g. office rent, exploration and development work) from time to time to the Corporation. As a result of the system of internal controls on expenses incurred by the Corporation, each member of the board of directors of the Corporation reviews and approves of, among other things, all invoices submitted by the other members thereof in connection with services rendered by such persons to the Corporation.

Compensation Agreements and Management Contracts

There was a written employment, consulting, management and compensation agreement entered into

by the Corporation and a Named Executive Officer during the financial year ended March 31, 2010. Effective January 4th, 2010, the board of directors of the Corporation commenced paying Consbec Inc., a private corporation owned by Reginald F. Walker, an annualized rate of $110,000 per year in respect of the services provided by Mr. Trevor R. Walker and as at April 1, 2015 the board of directors of the Corporation commenced paying Consbec Inc. an annualized rate of $250,000 per year in respect of the services provided by Mr. Trevor R. Walker.

Other Compensation

Through the financial year ended March 31, 2021 the Corporation was charged, and will continue to be charged, office rent of $750 per month by Consbec Inc., a company owned by Reginald F. Walker, a director of the Corporation.

The aggregate value of all other compensation not described in this Information Circular paid or payable by the Corporation to the executive officers of the Corporation was nil.

OTHER BOARD COMMITTEES

AUDIT COMMITTEE / AUDIT FEES DISCLOSURE

Composition of Audit Committee

As is required by TSXV Policy 4.4 and Multilateral Instrument 52-110 – Audit Committees (“MI 52110”), the charter of the audit committee of the Board of Directors of the Corporation (the “Audit Committee”) is attached hereto as Schedule A (the “Charter”). The members of the Audit Committee are Reginald F. Walker, Stephen Letwin, John R. Didone and Marian (Mike) Koziol. Mr. Walker is not considered independent and Mr. Letwin, Mr. Didone and Mr. Koziol are independent (as such term is defined in MI 52-110) and Reginald F. Walker, Stephen Letwin ,John R. Didone and Marian Koziol are financially literate (as such term is defined in MI 52-110). For additional information about the education and experience of each member of the Audit Committee, please see the section hereof entitled “Particulars of Matters to be Acted Upon – Election of Directors”.

External Auditor Service Fees

As described herein under the heading “Matters to be Acted Upon – Appointment of Auditor”, S & W LLP was appointed as the Corporation’s auditors on June 14, 2005. This appointment was ratified at the last Annual Shareholders Meeting of the Corporation held on September 23 2020.

Audit and Tax Fees

Sievert & Sawrantschuk LLP has billed the Corporation $10,000 in 2006 and $12,000 in 2007 and $15,000 in 2008 and $21,000 in 2009 and $30,000 in 2010 and 27,000 in 2011 and 26,500 in 2012 and 23,275 in 2013; S&W LLP has billed the Corporation $24,450 in 2014 and $34,314 in 2015 and $36,768 in 2016 and $36,768 in 2017 and $38,497 in 2018 and $39,765 in 2019 and $41,493.60 in 2020 and $49,561.80 in 2021 for audit, audit-related and tax fees.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

No director or senior officer of the Corporation or proposed management nominee for election as a director of the Corporation, nor any associate of any such director, officer or proposed management nominee, is or has been, indebted to the Corporation at any time during the financial year ended March 31, 2021.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as set out herein, no insider (as such term is defined in the Securities Act (Ontario)) or proposed nominee for election as a director of the Corporation nor any associate or affiliate of the foregoing has any interest, direct or indirect, in any material transactions in which the Corporation has participated since March 31, 2021, or in any proposed transaction which has materially affected or will materially affect the Corporation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of the date hereof regarding the number of Common Shares to be issued upon the exercise of outstanding options and the weighted-average exercise price of the outstanding options in connection with the Corporation’s stock option plan. The Corporation does not have any equity compensation plans that have not been approved by shareholders.

	Number of Common Shares	Weighted-average exercise	Number of securities
	to be issued on exercise of	price of outstanding	remaining
Plan Category	outstanding options	options	available for future issuance
	(Column A)		under equity compensation
			plans (excluding securities)
Equity compensation plans approved by securityholders	14,275,000	$0.67	7,218,060
Equity compensation plans not approved by securityholders	-	-	-
Total	14,275,000	$0.67	7,218,060

PARTICULARS OF MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS

At the Meeting it is proposed that eight (8) directors be elected to serve until the next annual meeting or until their successors are elected or appointed in accordance with the Business Corporations Act (Alberta) and the by-laws of the Corporation. There were six (6) directors of the Corporation.

Management proposes that the persons named in the following table be nominated for election as directors of the Corporation. The table also sets forth such person’s principal occupation, including his or her present position with the Corporation, the period or periods of his or her service as a director of the Corporation, and the approximate number of Common Shares beneficially owned, directly or indirectly, or subject to control or direction, by such person as at the date hereof. All of the nominees are now directors of the Corporation and have been since the dates set opposite their names.

An affirmative vote of a majority of the votes cast at the Meeting is required for the election of directors. In the event a nominee is unable or unwilling to serve, an event that Management has no reason to believe will occur, the persons named in the accompanying form of proxy reserve the right to vote for another person at their discretion, unless a Shareholder has specified in the form of proxy that these Common Shares are to be withheld from voting for the election of directors. Each director elected at the Meeting will hold office until the close of the next annual meeting of Shareholders or until such director’s successor is duly elected or appointed.

Name of Nominee: Current Position with the Company, Province or State and Country of Residence and Date First Appointed as Director	Principal Occupation During Past Five Years	Shares Beneficially Owned or Controlled
Reginald F. Walker(1) Chairman Val Caron, ON April,1995	Owner from 1975 to present of Consbec Inc., a drilling and blasting company.	26,593,881
John R. Didone(1) Director Sudbury, ON, November, 2017	Partner at SRWC LLP Professional Accountants based out of Sudbury, ON Canada. Mr. Didone has been with the firm since 1980 and over this time has gained considerable insight of business affairs, offering professional advice on the expansion of national companies.	1,356,000
Marian (Mike)Koziol (1) Director Sudbury, ON January 27, 2011	Former President and Director of Alto Ventures Ltd. (retired 2020). Mr. Koziol is a geologist with 38 years of experience exploring for gold and base metals in the Canadian Shield.	2,293,333
Bruce Barker Director Toronto, ON December 4, 2015	Partner of Bennett Jones LLP, practices corporate law, with an emphasis on mergers and acquisitions, banking and corporate finance, and recently co-chaired the firm’s Corporate Department.	8,782,000
Stephen Letwin(1) Director Calgary AB	Mr. Steve Letwin brings over 30 years of experience in the resource sector. Mr. Letwin is the current President and Chief Executive Officer of Mancal Corporation. Prior to that, Mr. Letwin was President and Chief Executive Officer of IAMGOLD Corporation for nine years. He also served as Executive Vice President, Gas Transportation & International with Enbridge Inc. Before joining Enbridge, he served as President and Chief Operating Officer of TransCanadaEnergy.	50,000
Bartholemew Meekis Director Red Lake, ON	Mr. Meekis is a member of the Oji-Cree First Nation of northwestern Ontario and resides in Sandy Lake, Ontario. Mr. Meekis previously served 16 years on the Sandy Lake First Nation council, including 4 years as Deputy Chief and 6 years as Chief. On council and as Chief, Mr. Meekis worked on building partnerships to improve community infrastructure and housing, and essential power and road initiativesintheregion.	-

Greg Mills Director Toronto, ON	Mr. Mills has 36 years of experience in capital markets, having served 20 years at RBC Dominion Secuities Inc. as Managing director of RBC Capital Markets’ Global Equities division and on RBC Capital Markets’ Operating and Global Risk committees and previously was a director of RBC USA Holdco Corporation. Mr. Mills holds a Bachelor of Science in Geology from the University of Windsor and currently is the Chairman of the Board of Sundial Growers Inc., a director of Aequitas Innovations and the capital markets advisortoPortag3Ventures.	-
Marc Boissonneault Director Sudbury, ON	A mining industry professional with extensive experience in leading major mining and metallurgical operations and capital projects in a global context, most recently he was Head of Global Nickel Assets for Glencore with 31-year career.	-

(1) Members of the Audit and Executive Compensation Committees

The following paragraphs describe the qualifications and the experience of the management nominees to the board of directors of the Corporation:

Reginald F. Walker, Chairman of the Board

Val Caron, Ontario

Mr. Walker has been the operator/owner of Consbec Inc. since 1975. Consbec is the largest surface drilling and blasting contractor in North America and the only private Canadian company who manufactures and transports bulk explosives. Mr. Walker has extensive experience in open pit mining, quarry and construction. Mr. Walker’s open pit experience involves pit design, government regulatory requirements, high tonnage production, dilution, wall and drainage control. Mr. Walker is a member of the International Society of Explosive Engineers and the Canadian Institute of Mining and Metallurgy. The Walker family maintains approximately 20% of the outstanding shares of Frontier Lithium.

John R. Didone, CPA, CA, CMA, LPA, HBCOMM, Director

Sudbury, Ontario

Mr. Didone is a Partner at SRWC LLP, Chartered Professional Accountants based out of Sudbury, Canada. He has been with the firm since 1980 and over this time has gained considerable insight of business affairs, in particular his demonstrated experience offering professional advice on the expansion of national companies. Mr. Didone is in touch with Frontier’s strategic goals, our staged growth strategy and he has experience working with mining and construction sectors. He graduated from Laurentian University’s Commerce program earning an H.B. Commerce and maintains designations and/or certifications as a CPA, CA, CMA, and LPA.

Marian (Mike) Koziol B.Sc., P. Geo, P.Eng., Director Sudbury, Ontario

Mr. Koziol retired in 2020 as the President and Director of Alto Ventures Ltd. and resides in Sudbury, Ontario. Mr. Koziol is a geologist with over 38 years of experience exploring for gold and base metals in the Canadian Shield. He played key roles in a number of gold and base metals discoveries during his career with Saskatchewan Mining Development Corporation and Cameco Gold Inc., including the McIlvenna Bay Copper-Zinc deposit, Saskatchewan, and the Comtois and Destiny gold deposits in Quebec. During his tenure as District Geologist from 1996 to 2002, Mr. Koziol was responsible for all exploration activities carried out by Cameco Gold Inc. in Eastern Canada, where he evaluated, acquired, and managed a number of gold exploration projects in Manitoba, Ontario and Quebec. While at Alto Mike has acquired a number of high potential gold projects in Quebec and Ontario and is working to advance them. Mr. Koziol graduated with a BSc degree in Geological Sciences from McGill University in 1978 and holds a number of professional and technical memberships including the Association of Professional Geoscientists of Ontario (P.Geo.), and the Association of Professional Engineers of Ontario (P.Eng.). Mr. Koziol also is a member of the Prospectors and Developers Association of Canada.

Bruce C. Barker LL.B., Director

Toronto, ON

Mr. Barker is a partner of Bennett Jones LLP, a leading Canadian law firm. Mr. Barker practices corporate law, with an emphasis on mergers and acquisitions, banking and corporate finance, and recently co-chaired the firm’s Corporate Department. Mr. Barker has represented institutional lenders and investors of all types, including the major Canadian banks, many of the United States and European money center banks, bond holders, hedge funds and a global American financial services company. Lexpert included him among the Top 100 Creative Lawyers in Canada.

Mr. Barker is a member of the advisory council of the Morissette Institute for Entrepreneurship, Richard Ivey School of Business. He is a past member of the editorial board of the Banking and Finance Law Journal and was an instructor in the Master of Laws program at Osgoode Hall School where he taught international banking and finance law.

Stephen Letwin, Director

Calgary, AB

Mr. Steve Letwin brings over 30 years of experience from the resource sector. Mr Letwin is the current President and Chief Executive Officer of Mancal Corporation. Prior to that, Mr. Letwin was President and Chief Executive Officer of IAMGOLD Corporation for nine years. He also served as Executive Vice President, Gas Transportation & International with Enbridge Inc. Before joining Enbridge, he served as President and Chief Operating Officer of TransCanada Energy.

Bartholemew Meekis, Director

Sandy Lake, Ontario

Mr. Meekis is a member of the Oji-Cree First Nation of northwestern Ontario and resides in Sandy Lake, Ontario. Mr. Meekis previously served 16 years on the Sandy Lake First Nation council, including 4 years as Deputy Chief and 6 years as Chief. On council and as Chief, Mr. Meekis worked on building partnerships to improve community infrastructure and housing, and essential power and road initiatives in the region.

Greg Mills, Director Toronto, Ontario

Mr. Mills has 36 years of experience in capital markets, having served 20 years at RBC Dominion Secuities Inc. as managing director of RBC Capital Markets’ Global Equities division and on RBC Capital Markets’ Operating and Global Risk committees and previously was a director of RBC USA Holdco Corporation. Mr. Mills holds a Bachelor of Science in Geology from the University of Windsor and currently is the Chairman of the Board of Sundial Growers Inc., a director of Aequitas Innovations and the capital markets advisor to Portag3 Ventures.

Marc Boissonneault, Director

Sudbury, Ontario

A mining industry professional with extensive experience in leading major mining and metallurgical operations and capital projects in a global context, most recently he was Head of Global Nickel Assets for Glencore with an impressive 31-year career. Mr. Boissonneault oversaw Glencore’s global nickel industrial business, which included Raglan Mines (Quebec), Murrin Murrin (W.Australia), Nikkelverk Refinery (Norway), Sudbury INO (Ontario), Koniambo SAS (New Caledonia). The operations comprised six underground mines, two open pit mine complexes, two concentrators, an HPAL processing plant, two smelters, and two hydrometallurgical refineries.

The Board recommends that Shareholders vote FOR the Election of Directors Resolution.

Unless the Shareholder has specifically instructed in the form of proxy or voting instruction form that the Common Shares represented by such proxy or voting instruction form are to be voted against the Election of Directors Resolution, the persons named in the proxy or voting instructions form will vote FOR the Election of Directors Resolution.

Appointment of Auditor

Management proposes to nominate S & W LLP, Chartered Professional Accountants, Toronto, Ontario, as auditor of the Corporation to hold office until the next annual meeting of Shareholders at remuneration to be fixed by the board of directors of the Corporation. An affirmative vote of a majority of the votes cast at the Meeting is sufficient for the appointment of auditor.

The Board recommends that Shareholders vote FOR the Appointment of Auditor Resolution.

Unless the Shareholder has specifically instructed in the form of proxy or voting instruction form that the Common Shares represented by such proxy or voting instruction form are to be voted against the Appointment of Auditor Resolution, the persons named in the proxy or voting instructions form will vote FOR the Appointment of Auditor Resolution.

NTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except in so far as they may be Shareholders and unless otherwise disclosed in this management information circular, no person who has been a director or senior officer of the Corporation at any time or proposed nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons has any substantial interest, direct or indirect, by way of beneficial ownership or otherwise, in any matters to be acted upon at the Meeting.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Management knows of no matters to come before the Meeting other than as set forth in the Notice of Meeting. HOWEVER, IF OTHER MATTERS WHICH ARE NOT KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ACCOMPANYING PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE PERSONS VOTING THE PROXY.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Copies of the Corporation’s comparative financial statements and accompanying Management’s Discussion and Analysis for the fiscal year ended March 31, 2021 are available on SEDAR or Shareholders may request copies to be sent to them without charge by contacting the Secretary of the Corporation, 2736 Belisle Drive, Val Caron, Ontario, P3N 1B3 (info@frontierlithium.com). Financial information with respect to the Corporation is provided in the Corporation’s comparative financial statements and accompanying Management’s Discussion and Analysis for the most recently completed financial year.

APPROVAL OF BOARD OF DIRECTORS

The contents of this management information circular and the sending of it to each director of the Corporation, to the auditor of the Corporation, to the Shareholders and to the appropriate governmental agencies, have been approved by the directors of the Corporation.

DATED at Val Caron, Ontario, September 7, 2021.

BY ORDER OF THE BOARD

“Reginald F. Walker” Reginald F. Walker Chairman of the Board