No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, persons in the "United States" or "U.S. Persons" (as such terms are defined in Regulation S under the U.S. Securities Act) unless exemptions from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States are available. This short form prospectus does not constitute an offer to sell or a solicitation or an offer to buy any of the securities offered hereby to, or for the account or benefit of, persons in the United States or U.S. Persons. See "Plan of Distribution".

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the President and Chief Executive Officer of Frontier Lithium Inc., at its head office at 2614 Belisle Drive, Val Caron, Ontario P3N 1B3, Canada, telephone (705) 897-7622, and are also available electronically on the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.com.

SHORT FORM PROSPECTUS

New Issue

April 23, 2026

FRONTIER LITHIUM INC.

$15,000,000

20,000,000 Units

This short form prospectus (this "Prospectus") qualifies the distribution (the "Offering") of 20,000,000 units (the "Offered Units") of Frontier Lithium Inc. ("Frontier Lithium" or the "Company") at a price of $0.75 per Offered Unit (the "Offering Price") for aggregate gross proceeds of $15,000,000. Each Offered Unit will consist of one common share in the capital of the Company (each, a "Unit Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one common share in the capital of the Company (each, a "Warrant Share") at an exercise price of $1.00 per Warrant Share, until 5:00 pm (Toronto time) on the date that is 24 months from the Closing Date (as defined below). The Offered Units are being offered and sold pursuant to the terms of an underwriting agreement among the Company, BMO Nesbitt Burns Inc., ("BMO") as lead underwriter and sole bookrunner, Canaccord Genuity Corp. and ("CG") and Desjardins Securities Inc. ("DS") (CG and DS, collectively with the BMO, the "Underwriters") dated as of April 14, 2026 (the "Underwriting Agreement").

92502929.1

	$0.75 per Offered Unit
	Price to the Public	Underwriters Fee(1)	Net Proceeds to the Company(2)
Per Offered Unit	$0.75	$0.045	$0.705
Total(3)	$15,000,000	$900,000	$14,100,000

Notes:

(1) The Company has agreed to pay the Underwriters a cash commission (the “Underwriters’ Fee”) equal to 6.0% of the aggregate purchase price paid by the Underwriters to the Company for the Offered Units. As additional consideration for the services rendered in connection with the Offering, the Company has agreed to issue the Underwriters such number of non-transferrable warrants (the “Broker Warrants”) as is equal to 6.0% of the number of Units sold under the Offering (including any Units sold on the exercise of the Over-Allotment Option (as defined below)). Each Broker Warrant shall entitle the holder thereof to acquire an equal number of Units (each, a “Broker Unit”) for a period of 24 months from the Closing Date on payment of the exercise price of $0.75 per Broker Unit. Each Broker Unit will be comprised of one common share in the capital of the Company (each, a “Broker Unit Share”) and one half of one warrant (each whole warrant, a “Broker Unit Warrant”). Each Broker Unit Warrant will have substantially the same terms as the Warrants issuable pursuant to the Prospectus Offering and will entitle the holder thereof to acquire one common share in the capital of the Company (each, a “Broker Unit Warrant Share” and together with the Broker Warrants, the Broker Units, and the Broker Unit Warrants, the “Broker Securities”) at any time prior to and including the Expiry Date on payment of the exercise price of $1.00 per Broker Warrant Unit Share. This Prospectus qualifies the distribution of the Broker Securities. See “Plan of Distribution”.

(2) After deducting the Underwriters’ Fee but before deducting expenses of the Offering, estimated to be approximately $300,000. The Underwriters’ Fee will be paid to the Underwriters from the proceeds of the Offering on the Closing Date. See “Use of Proceeds”.

(3) The Company has granted to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part at the sole discretion of the Underwriters at any time until the date that is 30 days following the Closing Date, to purchase up to an additional 3,000,000 Offered Units (representing up to 15% of the number of Offered Units sold pursuant to the base Offering) (the “Additional Units”) to cover over-allocations, if any, and for related market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters: (i) to acquire Additional Units at the Offering Price; or (ii) to acquire additional Unit Shares (the “Additional Unit Shares”) at a price of $0.70 per Additional Unit Share; or (iii) to acquire additional Warrants (“Additional Warrants” and, together with the Additional Unit Shares and Offered Units, the “Over-Allotment Securities”) at a price of $0.10 per Additional Warrant; or (iv) to acquire any combination of Additional Units, Additional Unit Shares and Additional Warrants, so long as the aggregate number of Additional Unit Shares and Additional Warrants which may be issued under the Over-Allotment Option, either separately or as part of Additional Units, does not exceed 3,000,000 Additional Unit Shares and 1,500,000 Additional Warrants. If the Over-Allotment Option is exercised in full for Additional Units, the Price to the Public, Underwriters’ Fee and Net Proceeds to the Company, before deducting expenses of the Offering, will be $17,250,000, $1,035,000 and $16,215,000, respectively. This Prospectus also qualifies the grant of the Over-Allotment Option and distribution of any Over-Allotment Securities and Broker Warrant Securities issuable upon exercise of the Over-Allotment Option. A purchaser who acquires securities forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Unless the context otherwise requires, all references to “Offered Units”, “Unit Shares” and “Warrants” in this Prospectus includes reference to Additional Units, Additional Unit Shares and Additional Warrants that may be issued pursuant to the Over-Allotment Option.

The following table sets forth the maximum number of securities that may be issued by the Company pursuant to the Over-Allotment Option:

Underwriters’ Position	Maximum size or number of securities available		Exercise Period	Exercise Price
Over Allotment Option	Up to 3,000,000	Additional Units or Additional Unit Shares and/or 1,500,000	Exercisable at any time until the date that is 30 days following the Closing Date	$0.75 per Additional Unit
$0.70 per Additional Unit Share
$0.10 per Additional Warrant

Broker Warrants

Up to 180,000 Broker Warrants upon full exercise of the Over-Allotment Option

Exercisable at any time until the date that is 24 months following the Closing Date

$0.75 per Broker Warrant

The Offered Units will be offered in each of the provinces of Canada, except Québec. The Offered Units may be offered for sale to, or for the account or benefit of, persons in the United States and U.S. Persons under certain exemptions from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws. Subject to applicable law, the Offered Units may be offered in such other jurisdictions outside of Canada and the United States as agreed between the Company and the Underwriters, provided that no prospectus filing, registration statement or comparable obligation arises in such jurisdictions. See “Plan of Distribution”.

The outstanding common shares of the Company (the “Common Shares”) are listed or quoted for trading on (i) the TSX Venture Exchange (the “TSXV”) under the trading symbol “FL”, (ii) the OTCQB market of OTC Markets Group (“OTCQB”) under the trading symbol “LITOF” and (iii) the Boerse Frankfurt under the symbol “HL2”. On April 7, 2026, the last full trading day prior to the announcement of the Offering, the closing price of the Common Shares on the TSXV was $0.80. On April 22, 2026, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.65. The Company has applied to the TSXV to list the Unit Shares, Warrant Shares, Broker Unit Shares, and Broker Unit Warrant Shares including any Common Shares issuable upon exercise of the Over-Allotment Option. The Company has also applied to list the Warrants distributed under this Prospectus on the TSXV including any Additional Warrants issuable upon exercise of the Over-Allotment Option. The TSXV has not conditionally approved the Company’s listing applications. Such listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

The Underwriters, as principals, conditionally offer the Offered Units, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution”, and subject to the approval of certain legal matters on behalf of the Company by Tingle Merrett LLP and on behalf of the Underwriters by Miller Thomson LLP.

In connection with the Offering, the Underwriters may, subject to applicable laws, effect transactions intended to stabilize or maintain the market price for the Common Shares at levels above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

The Underwriters propose to initially offer the Offered Units at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Units at the Offering Price, the Underwriters may subsequently reduce the selling price of the Offered Units to purchasers. If the selling price is reduced, the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Units is less than the gross proceeds paid by the Underwriters to the Company. See “Plan of Distribution”.

The Offering Price was determined by arm’s length negotiation between the Company and BMO on their own behalf and on behalf of the Underwriters with reference to the prevailing market price of the Common Shares.

Subscriptions for the Offered Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. To the extent required, definitive certificates or DRS statements evidencing the Offered Units, Unit Shares and Warrants will be available for delivery at closing of the Offering; otherwise, a purchaser of Offered Units will receive only a customer confirmation from the registered dealer or broker, which is a CDS participant, from or through which the Offered Units are purchased. Beneficial holders of Warrants (“Warrant holders”) should contact the registered dealer or broker through which such Warrant holder purchased Offered Units for instructions on how to exercise the Warrants held by them. Closing is expected to occur on or about April 30, 2026, or such earlier or later date as the Underwriters and the Company may mutually agree, but in any event not later than 42 days after the date of the receipt for the (final) short form prospectus (such actual closing date hereinafter referred to as the “Closing Date”).

92502929.1

The Warrants will be created and issued pursuant to the terms of a warrant indenture to be dated as of the Closing Date (the "Warrant Indenture") between the Company and Odyssey Trust Company, as warrant agent (the "Warrant Agent").

There is currently no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants comprising part of the Offered Units that are purchased under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants and the extent of issuer regulations. See “Plan of Distribution”, “Description of Securities Being Distributed – Warrants” and “Risk Factors”.

An investment in Offered Units involves a high degree of risk and must be considered speculative due to the nature of the Company's business. Prospective investors should carefully consider the risk factors described in this Prospectus under the headings "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Information", in the AIF (as defined below), and in the other documents incorporated by reference (as defined below).

Investors should rely only on the information contained in or incorporated by reference in this Prospectus. The Company has not authorized anyone to provide investors with different information. The Company is not offering the Offered Units in any jurisdiction in which the offer is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front page of this Prospectus and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this Prospectus or of any sale of the securities pursuant thereto. The Company's business, financial condition, results of operations and prospects may have changed since the date on the front page of this Prospectus. Information contained in this Prospectus should not be construed as legal, tax or financial advice and readers are urged to consult their own professional advisors in connection therewith.

Information with respect to a purchaser's right to withdraw from or rescind an agreement to purchase securities is provided below. See "Statutory Rights of Withdrawal and Rescission".

In this Prospectus, references to "Frontier Lithium", the "Company", "we", "us", and "our" refer to Frontier Lithium Inc. The Company's head office address is 2614 Belisle Drive, Val Caron, Ontario P3N 1B3, Canada and its registered office address is #1250, 639 - 5th Avenue S.W. Calgary, Alberta, T2P 0M9, Canada.

92502929.1

FRONTIER LITHIUM INC. ... 1
MARKETING MATERIALS ... 6
ELIGIBILITY FOR INVESTMENT ... 6
CURRENCY PRESENTATION ... 6
DOCUMENTS INCORPORATED BY REFERENCE ... 6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ... 8
THE COMPANY ... 9
SUMMARY DESCRIPTION OF THE BUSINESS ... 9
CONSOLIDATED CAPITALIZATION ... 10
USE OF PROCEEDS ... 11
PLAN OF DISTRIBUTION ... 14
DESCRIPTION OF SECURITIES BEING DISTRIBUTED ... 17
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 20
RISK FACTORS ... 23
OTHER MATERIAL FACTS ... 25
LEGAL MATTERS ... 25
INTEREST OF EXPERTS ... 25
EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS AND PROMOTER ... 26
AUDITORS, TRANSFER AGENT AND REGISTRAR ... 26
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ... 26
CERTIFICATE OF THE COMPANY ... 28
CERTIFICATE OF THE UNDERWRITERS ... 29

MARKETING MATERIALS

Any “template version” of any “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements), including the Marketing Materials (as defined below), that are utilized by the Underwriters in connection with the Offering are not part of this Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus. Any template version of any marketing materials that has been, or will be, filed on SEDAR+ before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any “template version” of any marketing materials) is deemed to be incorporated herein by reference.

ELIGIBILITY FOR INVESTMENT

In the opinion of Tingle Merrett LLP, counsel to the Company, and Miller Thomson LLP, counsel to the Underwriters, based on the provisions of the Income Tax Act (Canada) (the “Tax Act”) and the regulations thereunder (the “Regulations”) in force on the date of this short form prospectus, and any specific proposals to amend the Tax Act and Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date thereof, and subject to the provisions of any particular plan, the Unit Shares, Warrants and Warrant Shares will, on the Closing Date, be a qualified investment under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), registered education savings plan (“RESP”), registered retirement income fund (“RRIF”), registered disability savings plan (“RDSP”), tax-free savings account (“TFSA”), first home savings account (“FHSA”) (as those terms are defined in the Tax Act and collectively referred to as “Registered Plans”) or deferred profit sharing plan (as defined under the Tax Act) (“DPSP”), provided that at such time: (i) in the case of the Unit Shares and Warrant Shares, such Unit Shares or Warrant Shares, as the case may be, are listed on a “designated stock exchange” within the meaning of the Tax Act (which on the date hereof includes the TSXV) or the Company qualifies as a “public corporation” other than a “mortgage investment corporation” (each as defined in the Tax Act); and (ii) in the case of the Warrants, the Warrant Shares are qualified investments as described in (i) above, and the Company is not an annuitant, a beneficiary, an employer or a subscriber under or a holder of the particular Registered Plan or DPSP and deals at arm’s length with each person who is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan or DPSP.

Notwithstanding that the Unit Shares, Warrants and Warrant Shares may be qualified investments for a Registered Plan, the annuitant, subscriber or holder (as the case may be) of the Registered Plan may be subject to a penalty tax if such securities are a “prohibited investment” for the particular Registered Plan within the meaning of the Tax Act. The Unit Shares, Warrants and Warrant Shares will generally not be a “prohibited investment” for a Registered Plan provided that the annuitant, subscriber or holder of the Registered Plan deals at arm’s length with the Company for purposes of the Tax Act and does not have a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in the Company. In addition, the Unit Shares and Warrant Shares will not be prohibited investments if such Unit Shares and Warrant Shares are “excluded property” (as defined in the Tax Act for the purposes of the prohibited investment rules) for the particular Registered Plan.

Prospective investors who intend to hold Unit Shares, Warrants and Warrant Shares through a Registered Plan or DPSP are urged to consult their own tax advisors regarding their particular circumstances.

CURRENCY PRESENTATION

The financial statements of the Company incorporated herein by reference are reported in Canadian dollars and are prepared in accordance with IFRS Accounting Standards. Unless otherwise indicated, all references to “$”, “C$”, and “dollars”, and all monetary amounts, in this Prospectus refer to Canadian dollars.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained upon request without charge from the President and Chief Executive Officer of Frontier Lithium, at its head office at 2614 Belisle Drive, Val Caron, Ontario P3N 1B3, Canada, telephone (705) 897-7622, and are also

available electronically on SEDAR+ at www.sedarplus.com.

The following documents (“documents incorporated by reference” or “documents incorporated herein by reference”) filed by the Company with various securities commissions or similar authorities in each of the provinces of Canada, except Québec, are specifically incorporated herein by reference and form an integral part of this Prospectus:

(a) the annual information form of the Company for the year ended March 31, 2025, dated as of March 24, 2026, except for the information contained under the heading “Interests of Experts”, which has been superseded by the disclosure under the heading “Interest of Experts” in this Prospectus (the “AIF”);

(b) the audited annual financial statements of the Company and the notes thereto as at and for the years ended March 31, 2025 and 2024 together with the auditors’ report thereon of Doane Grant Thornton LLP, Chartered Professional Accountants dated July 28, 2025;

(c) management’s discussion and analysis of the financial condition and results of operations of the Company for the year ended March 31, 2025 (the “Annual MD&A”);

(d) the amended and restated unaudited condensed interim financial statements of the Company as at and for the three and nine month period ended December 31, 2025, together with the notes thereto and filed on SEDAR+ on April 20, 2026 (the “Interim Financial Statements”);

(e) the amended and restated management’s discussion and analysis of the financial condition and results of operations of the Company for the nine month period ended December 31, 2025 and 2024 and filed on SEDAR+ on April 20, 2026 (the “Interim MD&A”);

(f) the management information circular of the Company dated October 16, 2025 in connection with the annual meeting of shareholders of the Company held on November 27, 2025;

(g) the material change report of the Company dated May 28, 2025 announcing the Company’s results of its definitive feasibility study for its PAK lithium project;

(h) the material change report of the Company dated April 9, 2026 in connection with the Offering; and

(i) the template version of the indicative term sheet for the Offering dated April 8, 2026 (collectively, the “Marketing Materials”) filed on SEDAR+ in connection with the Offering.

Any document of the type referred to above in (a) through (i) and any other document of the type required by National Instrument 44-101 – Short Form Prospectus Distributions (“NI 44-101”) to be incorporated by reference in a short form prospectus filed by the Company with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and prior to the termination of the distribution hereunder will be deemed to be incorporated by reference in this Prospectus.

Documents referenced in any of the documents incorporated by reference in this Prospectus but not expressly incorporated by reference therein or herein and not otherwise required to be incorporated by reference therein or in this Prospectus are not incorporated by reference in this Prospectus.

Any statement contained in a document incorporated or deemed to be incorporated herein by reference will be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted

a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of this Prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated herein by reference contain certain forward-looking information and forward-looking statements (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "guidance", "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. The forward-looking statements in this Prospectus and in the documents incorporated herein by reference speak only as of the date of this Prospectus or as of the date or dates specified in such documents incorporated herein by reference.

Specifically, this Prospectus and the documents incorporated herein by reference include but are not limited to forward-looking statements regarding:

the completion and closing of the Offering and the timing thereof;
the use of proceeds of the Offering;
planned or anticipated exploration and development programs and expenditures;
the expected completion date of the Next Significant Milestone (defined below);
the expected short and near term cash requirements of the Company;
the JV (defined below) with Mitsubishi and the Put Right (defined below);
the Convertible Loan (defined below);
commercial agreements;
timelines and milestones with respect to the Company's properties;
the estimation of mineral resources;
magnitude or quality of mineral deposits;
anticipated advancement of mineral properties and programs;
future exploration prospects;
private and/or public financing measures:
the Project (defined below) and Conversion Facility (defined below) and its development, if any;
expected results of exploration;
the Company's ability to obtain licenses, permits and regulatory approvals required to implement expected future exploration plans;
changes in commodity prices and exchange rates;
future growth potential of the Company; and
currency and interest rate fluctuations.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others:

the actual results of current mining operations and development activities;
operating and/or project delays or interruptions and funding needs, including increases in operating and capital costs;
general business, economic, competitive, political and social uncertainties;
future prices of lithium and metals;
availability of alternative lithium sources or substitutions;

actual results of reclamation activities;
conclusions of economic evaluations;
changes in mine or project parameters as plans continue to be refined;
the future cost of capital to the Company;
possible variations of mineralized material grade or recovery rates;
failure of plant, equipment or processes to operate as anticipated;
accidents, labour disputes and other risks of the mining industry;
political instability, terrorism, insurrection or war;
delays in obtaining governmental approvals, necessary permitting or in the completion of development or construction activities; and
as well as those risk factors listed in the "Risk Factors" section of this Prospectus and in the documents incorporated by reference into this Prospectus.

Investors are cautioned that the foregoing list is not exhaustive of the factors that may affect the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Prospectus. Such statements are based on a number of assumptions, which may prove to be incorrect, including, but not limited to, assumptions about the following:

the supply and demand for, and the level and volatility of future lithium prices;
operating and capital costs;
availability of financing;
the accuracy of the Company's mineral resource estimates and the geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral resources) and operational and price assumptions on which the mineral resource estimates are based;
permitting, development and operations consistent with the Company's expectations;
foreign exchange rates;
energy and fuel costs;
the Company's ability to attract and retain skilled staff;
prices and availability of equipment;
that contracted parties provide goods and/or services on the agreed timeframes; and
that no unusual geological or technical problems occur.

All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

THE COMPANY

The Company is incorporated under the Business Corporations Act (Alberta). On April 21, 1995, the Company amended its articles to change its name from 646215 Alberta Inc. to Houston Lake Mining Inc. and removed its private company restrictions. On May 19, 2016, the Company amended its articles to change its name from Houston Lake Mining Inc. to Frontier Lithium Inc. The Company's head office address is 2614 Belisle Drive, Val Caron, Ontario P3N 1B3, Canada and its registered office address is #1250, 639 - 5th Avenue S.W. Calgary, Alberta, T2P 0M9, Canada. The Company has two material subsidiaries, Frontier Lithium Resources Inc. (Ontario) and Frontier Lithium Advanced Materials Inc. (Ontario), which are subsidiaries of Frontier Integrated Lithium Holdings Inc., a material subsidiary of the Company.

The Common Shares are listed or quoted for trading on (i) the TSXV under the trading symbol "FL", (ii) the OTCQB under the trading symbol "LITOF" and (iii) the Boerse Frankfurt under the symbol "HL2".

SUMMARY DESCRIPTION OF THE BUSINESS

The Company is a Canadian-based organization focused on advancing the PAK Lithium Project (the “PAK Lithium Project” or the “Project”), a critical minerals initiative located in Ontario. The Project is centered on the development of a high-grade, known lithium resource situated approximately 175 kilometres north of Red Lake, Ontario. The Company has completed the definitive feasibility study for the mine and mill component of the Project and has commenced a definitive feasibility study for a downstream lithium conversion facility (“Conversion Facility”) proposed to be located in Thunder Bay, Ontario. The Project is intended to support the production of spodumene concentrate for sale to third parties, as well as the potential supply of feedstock for downstream lithium chemical production. While the overall objective is to become a vertically integrated lithium producer, the timing and sequencing of the development and construction of the Project’s components remain subject to further evaluation, financing, permitting, and other customary considerations.

Further information regarding the PAK Lithium Project and the business and operations of the Company can be found in the AIF and the other documents incorporated by reference into this Prospectus. See “Documents Incorporated by Reference” and “Risk Factors” in this Prospectus, as well as the documents incorporated by reference herein.

There have been no material developments in the business of the Company since March 24, 2026, the date of the AIF.

Garth Drever, P.Geo., the Company’s Vice President of Exploration, a “qualified person” for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), has reviewed and approved the foregoing technical information under the heading “Summary Description of the Business”.

CONSOLIDATED CAPITALIZATION

Other than the cancellation or expiration of 5,872,663 stock options (“Options”) between January 1, 2026 and March 31, 2026, and the issuance of an aggregate of 4,775,450 stock options on March 9, 2026 to certain directors, officers, employees, consultants and advisors with an exercise price of $0.87 per common share vesting 50% on the date of issuance and 50% on the one (1) year anniversary from the date of issuance and exercisable for a period of five (5) years from the date of issuance, and as noted under the heading “Prior Sales”, there has been no material change in the Company’s share and loan capital since December 31, 2025, the date of the most recent financial statements, being the Interim Financial Statements.

The following table sets forth the Common Shares and convertible securities of the Company as at December 31, 2025, the date of the Company’s most recently filed financial statements, being the Interim Financial Statements, as at the date hereof, and as of the closing of the Offering excluding the Over-Allotment Option and the closing of Offering including the full exercise of the Over-Allotment Option for Additional Units. Such information should be read in conjunction with the Interim Financial Statements and the Interim MD&A, which are incorporated by reference in this Prospectus.

	As of December 31, 2025 before giving effect to the Offering	As at the date hereof before giving effect to the Offering	As at the date hereof after giving effect to the Offering	As at the date hereof after giving effect to the Offering and the exercise in full of the Over Allotment Option for Additional Units
Common Shares	230,567,041	230,567,041	250,567,041(1)	253,567,041(2)
Warrants	Nil	Nil	10,000,000(3)	11,500,000(4)
Options	13,323,217	16,906,005	16,906,005	16,906,005
Broker Warrants(5)	Nil	Nil	3,000,000	3,180,000

Notes:
(1) After giving effect to the issuance of 20,000,000 Unit Shares but prior to the issuance of 3,000,000 Unit Shares pursuant to the exercise of the Over-Allotment Option and any Warrant Shares. See “Plan of Distribution”.
(2) After giving effect to the issuance of 20,000,000 Unit Shares and assuming the issuance of 3,000,000 Unit Shares pursuant to the exercise of the Over-Allotment Option but prior to the issuance of any Warrant Shares. See “Plan of Distribution”.
(3) After giving effect to the issuance of 10,000,000 Warrants but prior to the issuance of 1,500,000 Warrants pursuant to the exercise of the Over-

Allotment Option. See "Plan of Distribution".

(4) After giving effect to the issuance of 10,000,000 Warrants and assuming the issuance of 1,500,000 Warrants pursuant to the exercise of the Over-Allotment Option. See "Plan of Distribution".
(5) In connection with the Offering, the Company has agreed to issue the Underwriters such number of Broker Warrants as is equal to 6.0% of the number of Units sold under the Offering (including any Units sold on the exercise of the Over-Allotment Option). Each Broker Warrant shall entitle the holder thereof to acquire an equal number of Broker Units for a period of 24 months from the Closing Date on payment of the exercise price of $0.75 per Broker Unit. Each Broker Unit will be comprised of one Broker Unit Share and one half of one Broker Unit Warrant. Each Broker Unit Warrant will have substantially the same terms as the Warrants issuable pursuant to the Prospectus Offering and will entitle the holder thereof to acquire one Broker Unit Warrant Share at any time prior to and including the Expiry Date on payment of the exercise price of $1.00 per Broker Warrant Unit Share.

USE OF PROCEEDS

The net proceeds to the Company from the Offering, assuming no exercise of the Over-Allotment Option, will be approximately $13,800,000 after deducting the Underwriters' Fee of $900,000 and the estimated expenses of the Offering of $300,000 (and excluding the net proceeds, if any, from the exercise of the Over-Allotment Option). The net proceeds to the Company from the Offering, if the Over-Allotment Option is exercised in full, will be approximately $15,915,000 after deducting the Underwriters' Fee of $1,035,000 and the estimated expenses of the Offering.

Principal Purposes

The aggregate net proceeds of the Offering, excluding the net proceeds, if any, from the exercise of the Over Allotment Option, are intended to be used to advance development activities at the PAK Lithium Project, including (i) advancing mine and mill engineering with completing an updated technical report, reflecting optimization and value engineering initiatives and assessing production scenarios; (ii) advancing mine and mill permitting activities, consultation and regulatory engagement, under Ontario's "One Project, One Process" framework; (iii) activities undertaken in connection with current and future government funded or cost shared infrastructure programs, including but not limited, activities under the Federal Global Partnerships Initiative, and to support stakeholder consultations; (iv) advancing the Conversion Facility study; and (v) for general administrative and corporate purposes to support the principals purposes, as further set out below.

Activity or Nature of Expenditure	Approximate Use of Proceeds
(i) Mine and mill engineering, optimization, value engineering, throughput assessment to prepare an updated technical report	$2,550,000
(ii) Mine and mill permitting activities, consultation, and access road and connection to electric grid infrastructure planning	$3,700,000
(iii) Cost-sharing government funded programs	$1,850,000
(iv) Advancement of Lithium Conversion Study activities	$4,325,000
(v) Working capital and general corporate purposes (excluding depreciation and stock option expense)(1)	$1,375,000
Total	$13,800,000

Note:
(1) Includes costs and expenses incurred by the Corporation and its subsidiaries which are not allocated to the items outlined above, including corporate salaries and benefits and consultants of approximately $850,000, IT, software and licensing of approximately $70,000, investor relations and marketing activities of approximately $60,000, regulatory fees and general expenses such as insurance, legal, rent, property taxes/utilities and audit services approximately $315,000, and assays, equipment and technical, office expenses of approximately $80,000. This amount may change depending on the actual costs incurred in connection with the items outlined above and the amount of expenses allocated to the projects.

The allocation of net proceeds described above represents the Company's current intentions based on its present plans and business conditions. Actual expenditures may vary depending on the timing and outcome of permitting, prioritization adjustments, consultation processes, infrastructure programs, market conditions, and other factors.

Net proceeds from the exercise of the Over-Allotment Option, if any, are expected to be used for the advancement of the Project, technical studies, infrastructure, permitting and consultation activities, and for general corporate purposes, as determined by the Company at the relevant time.

Garth Drever, P. Geo., the Company’s Vice President of Exploration, a “qualified person” for the purposes of NI 43-101, has reviewed the contemplated uses of the net proceeds of the Offering as they relate to the PAK Lithium Project and believes that they are reasonable.

Although the Company intends to expend the net proceeds from the Offering as set out above, the amount actually expended for the purposes described above could vary significantly depending on, among other things, spodumene and lithium prices, the results of further exploration, the results of any future estimation of mineral reserves, the Company’s future operating and capital needs from time to time, and other factors referred to under “Risk Factors” in this Prospectus and in the documents incorporated by reference herein. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary.

The Company had negative cash flow from operating activities for each of the financial years ended March 31, 2025 and March 31, 2024 and each of the nine months ended December 31, 2025 and December 31, 2024. The Company’s ability to generate positive operating cash flow will depend upon a number of factors, including, among others, the success of current and future exploration programs at the PAK Lithium Project, worldwide market prices of spodumene and lithium, and the ability of the Company to develop its projects and recover metals from its mineral properties at a profit. There is no assurance that additional deposits will be discovered or that existing or future deposits will be successfully monetized. To the extent the Company experiences negative operating cash flows in future periods, it may be required to raise additional funds through the issuance of additional equity securities or through loan financing. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all. See “Risk Factors – Negative Operating Cash Flow”.

Financial Condition, Business Objectives and Milestones

The next significant milestone of the Company is to file an updated technical report undertaking the recommendations published in the most recent NI 43-101 Technical Report, Feasibility Study – PAK Lithium Project, Mine and Mill in Northwestern Ontario, Canada with an effective date of May 28, 2025 and dated July 9, 2025 (the “Technical Report”) and to ensure value engineering initiatives are completed (“Next Significant Milestone”). The Company estimates the Next Significant Milestone will be completed in Q2/Q3 of fiscal year 2027 of the Company (July 2026 - October 2026).

The Company maintains internal, non-audited, estimates of cash balances, short term liabilities covering accounts payables, accruals and provisions. These numbers may not comply with IFRS Accounting Standards or International Accounting Standards and may not be construed as such. As of March 31, 2026, the most recent month end prior to filing this Prospectus, the Company estimated on a consolidated basis approximately $9.4 million in cash balances, approximately $600,000 in accounts payable, approximately $4.5 million in accruals and provisions, approximately $500,000 in payables to the Company from the joint venture with Mitsubishi Corporation (net of the joint venture cash – see details of this joint venture below) and approximately $800,000 in government reimbursements and interest income. Excluding the net proceeds from the Offering or the liability associated with the Put Right (defined below), the Company estimates it has a positive working capital of approximately $5.6 million as of March 31, 2026, which is sufficient to meet the Company’s short-term liquidity requirements in the next 12 months.

The expected cash requirements for the Company for the next 12 months differ from historical amounts as the Company is a development company with workplans that change as the Company continues to develop the Project and the planned Conversion Facility. The following are significant factors and assumptions that management of the Company has used to arrive at the expected cash requirements set out in this Prospectus, including but not limited to, capital requirements and private and/or public financing initiatives, estimated mineral resources, estimated capital costs to construct Project facilities and preliminary activities for the planned Conversion Facility, estimated operating costs, estimated amounts of future production, estimated cash flows, net present value, the updated technical report and activities, events or developments that the Company expects relating to capital and operating costs, timelines,

internal rates of return, and project development plans. The Company confirms that the capital expenditures disclosed herein take into account the business objectives disclosed in this Prospectus.

Assuming completion of the Offering and together with the net proceeds from the Offering, the Company believes it can meet its short term liquidity requirements and fund its near term development activities. Approximately $23.5 million of the Company's current liabilities are attributable to a put right ("Put Right") that Mitsubishi Corporation ("MC") has as part of a binding joint venture ("JV") entered into between MC and the Company regarding developing the PAK Lithium Project and planned Conversion Facility. Under the terms of the JV agreement ("JV Agreement") dated March 2, 2024, MC acquired an initial 7.5% interest in the PAK Lithium Project and planned Conversion Facility for $25 million ("MC Investment"). Upon completion of the definitive feasibility study ("DFS") for the downstream Conversion Facility, Mitsubishi has the right to increase its interest in the JV to 25% through the purchase of additional shares of the Company at a price based on the net value of the Project as shown in the DFS ("2nd Tranche Investment"). The Put Right provides that if MC terminates the JV prior to the 2nd Tranche Investment, the MC Investment is required to be paid in cash or paid over a period of 12 months by the Company with a promissory note that includes interest. The Company and MC are working closely together to pursue the development towards execution, including project financing to fund the development capital costs of the Project and planned Conversion Facility and pursuant to the JV Agreement, MC is required to provide its pro-rata amount (7.5%) of the capital expenditures incurred by the Company on the Project and Conversion facility, and the aggregate amount of Company capital expenditures as of the date of this Prospectus for this is estimated to be approximately $13.8 million. The Company at this time does not anticipate MC will exercise their Put Right as the parties continue to work collaboratively on the Project and the planned Conversion Facility, however if the Put Right is exercised, the Company believes it can finance this repayment over a 12 month period in order to manage its short term liquidity requirements.

Additionally, approximately $3.5 million of the Company's current liabilities are attributable to an unsecured convertible loan ("Convertible Loan") with a related party to the Chairman of the Board of Directors of the Company, Mr. Reginald Walker. The Company closed the Convertible Loan with a related party for aggregate proceeds of $3,350,000. The proceeds were used, in part, to fund the acquisition of the Mission Island Lands which the Company intends to use for its Conversion Facility. The Convertible Loan bears interest at the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (CORRA) plus 3.0%. At the election of the lender of the Convertible Loan, the outstanding principal and any accrued interest may be converted in full into common shares of the Company at a conversion price of $0.65 per common share or otherwise repaid in cash at the date, being August 25, 2026. While the Company anticipates the Convertible Loan will be converted into equity of the Company, there is no assurance of this.

The Company believes it has sufficient resources in the short and near term to maintain the Company and meet the Company's short-term liquidity requirements in the next 12 months from the date of this Prospectus.

The business objectives, as set out in the table below, that the Company expects to accomplish using the net proceeds of the Offering are, delivery of an updated mine and mill technical study to advance development at the Project, support permitting, consultation and infrastructure-related activities, advance the lithium Conversion Facility study activities, and support general corporate and working capital requirements.

Business Objectives	Milestones	Anticipated Timing to Achieve Business Objective
Advance the Mine and Mill for the PAK Lithium Project engineering, permitting and consultation.	Implement recommendations arising from the definitive feasibility study and value engineering work, assess varying production scenarios, and complete the work required to publish an updated technical report for the mine and mill. Continue consultation and permitting efforts under Ontario’s “One Project, One Process” framework, including regulatory engagement and supporting documentation.	FY 2027 Q2/Q3 (July 2026 – October 2026)

Advance enabling access road and other infrastructure initiatives through planning and government engagement.	Progress all-season road and grid connection to clean energy infrastructure-related activities, including technical planning, coordination, and work supporting current and future government-funded and/or cost-shared infrastructure programs including progress activities under the Federal Global Partnerships Initiative.	FY Q1 2027 – FY Q3 2027 (April 1, 2026 – December 31, 2026)
Advance downstream lithium conversion evaluation and strategic studies.	Initiatives relating to by-product valorization studies including technical work and advancing the Conversion Facility study.	FY Q2 2028 (April 1, 2027 – June 30, 2027)

The Company is focused on advancing the PAK Lithium Project, a critical minerals initiative located in Ontario. The PAK Lithium Project is centered on the development of a high-grade, known lithium resource situated approximately 175 kilometres north of Red Lake, Ontario. The Company has completed a definitive feasibility study for the mine and mill component of the PAK Lithium Project and has commenced a definitive feasibility study for the downstream Conversion Facility proposed to be located in Thunder Bay, Ontario. The Company's PAK Lithium Project has not yet generated revenue but is intended to support the production of spodumene concentrate for sale to third parties, as well as the potential supply of feedstock for downstream lithium chemical production. While the overall objective of the Company is to become a vertically integrated lithium producer, the timing and sequencing of the development and construction of the PAK Lithium Project and the planned Conversion Facility components remain subject to further evaluation, financing, permitting and licenses, infrastructure and other customary considerations. See the table above and the disclosure in this section "Business Objectives and Milestones" on the anticipated timing and costs to take the Company's projects to the next state of the project plan.

Although the timing of completing the activities above is uncertain and there are a number of factors that remain out of the control of the Company, including timing of receipt of permits, among others, the Company's present intention is to utilize the proceeds from the Offering as set forth in this section "Business Objectives and Milestones" and in the table above.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Company has agreed to sell and the Underwriters have severally, and not jointly or jointly and severally, agreed to purchase on the Closing Date, as principals, subject to compliance with all necessary legal requirements and the terms and conditions contained in the Underwriting Agreement, a total of 20,000,000 Offered Units at the Offering Price, payable in cash to the Company against delivery of the Unit Shares and Warrants, respectively, on the Closing Date. The Company has granted the Over-Allotment Option to the Underwriters, exercisable at any time until the date that is 30 days following the Closing Date, to purchase up to 3,000,000 Additional Units to cover over-allocations, if any, and for related market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters: (i) to acquire Additional Units at the Offering Price; or (ii) to acquire Additional Unit Shares at a price of $0.70 per Additional Unit Share; or (iii) to acquire Additional Warrants at a price of $0.10 per Additional Warrant; or (iv) to acquire any combination of Additional Units, Additional Unit Shares and Additional Warrants, so long as the aggregate number of Additional Unit Shares and Additional Warrants which may be issued under the Over-Allotment Option, either separately or as part of Additional Units, does not exceed 3,000,000 Additional Unit Shares and 1,500,000 Additional Warrants. If the Over-Allotment Option is exercised in full, the Price to the Public, Underwriters' Fee and Net Proceeds to the Company, before deducting expenses of the Offering, will be $17,250,000, $1,035,000 and $16,215,000, respectively. This Prospectus also qualifies the distribution of any Over-Allotment Securities issuable upon exercise of the Over-Allotment Option.

Under the Underwriting Agreement, the Company has agreed to pay to the Underwriters a cash commission equal to 6.0% of the aggregate purchase price paid by the Underwriters to the Company for the Offered Units (including any Over-Allotment Securities issued and sold by the Company on exercise of the Over-Allotment Option). As additional consideration for the services rendered in connection with the Offering, the Company has also agreed to issue to the Underwriters Broker Warrants exercisable for a period of 24 months from the Closing Date, to acquire, in aggregate, that number of Broker Units which is equal to 6.0% of the number of Units sold under the Offering (including any Over-Allotment Securities issued and sold by the Company on exercise of the Over-Allotment Option) with each such Broker Warrant having an exercise price equal to the Offering Price per Broker Unit. Each Broker Unit shall consist of one Broker Unit Share and one-half of one Broker Unit Warrant with each Broker Unit Warrant entitling the holder thereof to acquire one Broker Unit Warrant Share at a price of $1.00 per Broker Unit Warrant Share at any time prior to the Expiry Date.

The Offering Price of the Offered Units was determined by arm's length negotiation between the Company and the Underwriters, with reference to the prevailing market price of the Common Shares.

The Company has also agreed to indemnify each of the Underwriters and their subsidiaries and affiliates, and each of their respective directors, officers, employees, partners, agents, each other person, if any, controlling the Underwriters or any of their subsidiaries, affiliates and each shareholder of the Underwriters and the successors and assigns of all the foregoing persons, from and against certain liabilities and expenses and to contribute to payments that the Underwriters may be required to make in respect thereof.

The obligations of the Underwriters under the Underwriting Agreement are several and not joint and not joint and several and may be terminated at their discretion on the basis of the "disaster out", "regulatory proceedings out" and "material change or change in material fact out" provisions of the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all Offered Units if any are purchased under the Underwriting Agreement.

Under the Underwriting Agreement, without the prior written consent of BMO (on behalf of the Underwriters), such consent not to be unreasonably withheld, during the period ending 90 days after the Closing Date, the Company has agreed not to, directly or indirectly, (a) create, allot, authorize, offer, issue, secure, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Common Shares, rights to purchase such Common Shares or any securities convertible into or exercisable or exchangeable for such Common Shares, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of such Common Shares or such other securities or interests, in cash or otherwise, or agree to do any of the foregoing, except in conjunction with (i) the grant or exercise or vesting of stock options, restricted share units, deferred share units and other similar issuances pursuant to the equity incentive plans of the Company and other securities-based compensation arrangements; (ii) the exercise or conversion of outstanding convertible securities; and (iii) any obligations in respect of existing agreements.

The Company has also agreed to cause its directors and officers not to, without the prior written consent of the BMO, on behalf of the Underwriters (such consent not to be unreasonably withheld or delayed), directly or indirectly during the period of 90 days after the Closing Date, other than as permitted pursuant to certain exceptions as set out in the lock-up agreements offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares held by them, directly or indirectly, whether such transaction is settled by the delivery of securities of the Company,

other securities, cash or otherwise.

The Underwriters may not, at any time during the period of distribution under the Offering, bid for or purchase Common Shares or Warrants for their own accounts or for accounts over which they exercise control or direction. The foregoing restriction is subject to certain exceptions, including: (i) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities; (ii) a bid or purchase made for or on behalf of a customer where the order was not solicited during the period of the distribution, or (iii) a bid or purchase to cover a short position entered into prior to the commencement of the prescribed restricted period. Consistent with these requirements, and in connection with the Offering, the Underwriters may over-allot and effect transactions which are intended to stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSXV, in the over-the-counter market or otherwise.

Subscriptions for the Offered Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. To the extent required, definitive certificates or DRS statements evidencing the Offered Units, Unit Shares and Warrants will be available for delivery at closing of the Offering; otherwise, a purchaser of Offered Units will receive only a customer confirmation from the registered dealer or broker, which is a CDS participant, from or through which the Offered Units are purchased. Warrant holders should contact the registered dealer or broker through which such Warrant holder purchased Offered Units for instructions on how to exercise the Warrants held by them. Closing is expected to occur on or about April 22, 2026, or such earlier or later date as the Underwriters and the Company may mutually agree, but in any event not later than 42 days after the date of the receipt for the (final) short form prospectus.

The Company has applied to the TSXV to list the Unit Shares, Warrant Shares, Broker Unit Shares, and Broker Unit Warrant Shares including any Common Shares issuable upon exercise of the Over-Allotment Option. The Company has also applied to list the Warrants distributed under this Prospectus on the TSXV including any Additional Warrants issuable upon exercise of the Over-Allotment Option. The TSXV has not conditionally approved the Company's listing applications. Such listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

United States Offering Restrictions

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Units to, or for the account or benefit of, persons in the United States and U.S. Persons.

The Offered Units, the Unit Shares and the Warrants comprising the Offered Units, and the Warrant Shares issuable upon exercise of the Warrants, have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, persons in the United States or U.S. Persons except in transactions exempt from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. The Underwriters have agreed that, except as permitted by the Underwriting Agreement and as expressly permitted by applicable laws of the United States, they will not offer or sell the Offered Units at any time to, or for the account or benefit of, persons in the United States or U.S. Persons. The Underwriting Agreement permits the Underwriters, through U.S. registered broker-dealers, to re-offer and re-sell of the Offered Units that they have acquired pursuant to the Underwriting Agreement to, or for the account or benefit of, persons in the United States and U.S. Persons that are "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) in compliance with Rule 144A under the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws. The Underwriting Agreement also permits the Underwriters, through U.S. registered broker-dealers, to offer the Offered Units for sale directly by the Company to, or for the account or benefit of, persons in the United States and U.S. Persons that are "accredited investors", as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act ("U.S. Accredited Investors"), in compliance with Rule 506(b) of Regulation D under the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws. Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Offered Units outside the United States to non-U.S. Persons only in accordance with Rule 903 of Regulation S under the U.S. Securities Act.

In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Units distributed under the Offering in the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from such registration requirements.

The Offered Units, the Unit Shares and the Warrants comprising the Offered Units, and the Warrant Shares issuable upon exercise of the Warrants, offered or sold to, or for the account or benefit of, persons in the United States and U.S. Persons will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act. Certificates or DRS statements representing any Offered Units, Common Shares, Warrants and Warrant Shares that are offered, sold or issued to, or for the account or benefit of, persons in the United States or U.S. Persons that are U.S. Accredited Investors purchasing pursuant to the exemption from registration provided by Rule 506(b) of Regulation D under the U.S. Securities Act will bear a legend to the effect that the securities represented thereby are not registered under the U.S. Securities Act or any applicable U.S. state securities laws and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws.

The Warrants will not be exercisable by or on behalf of, or for the account or benefit of, a person in the United States or a U.S. Person, nor will certificates or other evidence representing the Warrant Shares issuable upon exercise of the Warrants be registered or delivered to an address in the United States, unless an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws is available and the Company has received an opinion of counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Company; provided, however, that a holder who purchased Offered Units in the Offering to, or for the account or benefit of, persons in the United States or U.S. persons will not be required to deliver an opinion of counsel in connection with the exercise of Warrants that are a part of those Offered Units provided that they reaffirm at the time of the exercise of such Warrants the representations and warranties made by such purchaser in the Offering.

Terms used and not otherwise defined in the paragraphs under the heading “United States Offering Restrictions” shall have the meanings ascribed to them by Regulation S under the U.S. Securities Act.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

The Offering consists of 20,000,000 Offered Units at a price of $0.75 per Offered Unit. Each Offered Unit will consist of one Unit Share and one-half of one Warrant. In addition, the Company has granted the Underwriters the Over-Allotment Option, exercisable, in whole or in part, at the sole discretion of the Underwriters, at any time until the date that is 30 days following the Closing Date, to purchase up to 3,000,000 Additional Units and/or up to 3,000,000 Additional Unit Shares and/or up to 1,500,000 Additional Warrants to cover over-allotments, if any, and for related market stabilization purposes. See “Plan of Distribution”.

The Unit Shares and Warrant Shares comprising the Offered Units and Warrants, respectively, will have the same rights and entitlements as the Common Shares set forth below.

Common Shares

The Company is authorized to issue an unlimited number of first preferred shares, second preferred shares, and Common Shares. The Company has only issued Common Shares as of date of this Prospectus and these Common Shares carry the right to vote at shareholder meetings, and to the payment of dividends and distribution of the remaining property of the Company on dissolution subsequent to the rights of preferred shares. The Common Shares carry no pre-emptive, conversion, redemption or retraction rights. As of April 23, 2026, the number of issued and outstanding Common Shares was 230,567,041.

Warrants

The Warrants will be governed by the Warrant Indenture to be entered into on or before the Closing Date between the Company and the Warrant Agent. A copy of the Warrant Indenture will be filed and available on the Company’s

SEDAR+ profile at www.sedarplus.com following the Closing Date. The following summarizes the material provisions of the Warrant Indenture. The following summary does not purport to be complete and is subject in its entirety to the detailed provisions of the executed Warrant Indenture.

Under the Warrant Indenture, each Warrant will entitle the holder thereof to acquire, subject to adjustment in accordance with the Warrant Indenture, one Warrant Share at an exercise price of $1.00 per Warrant Share at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months from the Closing Date, after which time each outstanding Warrant will expire (the “Expiry Date”). Warrants not exercised prior to 5:00 pm (Toronto time) on the Expiry Date will be void and of no value.

The exercise price for the Warrants will be payable in Canadian dollars.

The Warrants and Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants will not be exercisable by or on behalf of, or for the account or benefit of, a person in the United States or a U.S. Person, nor will certificates representing the Warrant Shares be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and the securities laws of the applicable state of the United States is available and the Company has received an opinion of legal counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Company.

The Warrant Indenture is expected to provide, in the event of certain alterations of the Common Shares, that the number of Warrant Shares which may be acquired by a holder of Warrants upon the exercise thereof will be subject to anti-dilution provisions governed by the Warrant Indenture, including provisions for the appropriate adjustment of the class, number and price of the securities issuable under the Warrant Indenture upon the occurrence of certain events including but not limited to any subdivision, consolidation, or reclassification of the Common Shares, payment of dividends outside of the ordinary course, or amalgamation/merger of the Company. No adjustment in the exercise price or the number of Warrant Shares issuable upon exercise of the Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would result in a change of at least 1% in the exercise price or a change in the number of Common Shares purchasable upon exercise by at least one one-hundredth of a Common Share, as the case may be.

No fractional Warrant Shares will be issuable to any holder of Warrants upon the exercise thereof, and no cash or other consideration will be paid in lieu of fractional Warrant Shares. The holding of Warrants will not make the holder thereof a shareholder or entitle such holder to any right or interest in respect of the Warrant Shares except as expressly provided in the Warrant Indenture. Holders of Warrants will not have any voting or pre-emptive rights or any other rights enjoyed by shareholders.

The Company will covenant in the Warrant Indenture, during the period in which the Warrants are exercisable, to give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, a prescribed number of days prior to the record date or effective date, as the case may be, of such event.

The Warrant Indenture is expected to provide that, from time to time, the Warrant Agent and the Company, without the consent of the holders of Warrants, may be able to amend or supplement the Warrant Indenture for certain purposes, including rectifying any ambiguities, defective provisions, clerical omissions or mistakes, or other errors contained in the Warrant Indenture or in any deed or indenture supplemental or ancillary to the Warrant Indenture, provided that, in the opinion of the Warrant Agent, relying on counsel, the rights of the holders of Warrants are not prejudiced, as a group.

The Warrant Indenture is also expected to contain provisions binding upon all holders of Warrants resolutions passed at meetings of such holders in accordance with such provisions or by instruments in writing signed by holders of Warrants holding a specified percentage of the Warrants. Any amendment or supplement to the Warrant Indenture that is prejudicial to the interests of the holders of Warrants, as a group, is expected to be subject to approval by an “Extraordinary Resolution”, which is expected to be defined in the Warrant Indenture as a resolution either: (i) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 20% of the aggregate number of the then outstanding Warrants (unless such meeting is

adjourned to a prescribed later date due to a lack of quorum, at which adjourned meeting the Warrant holders present in person or by proxy shall form a quorum) and passed by the affirmative vote of holders of Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll for such resolution; or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66⅔% of the number of all of the then outstanding Warrants.

Prior Sales

The following tables outline the number of Common Shares and securities that are convertible into Common Shares issued by the Company during the 12-month period preceding the date of this Prospectus.

Common Shares (Convertible Debenture)

Date of Sale or Grant Price	Issue or Exercise Price	Number of Common Shares
February 25, 2025(1)	$0.65	5,153,846

Note:

(2) The Company closed an unsecured convertible loan with a related party for aggregate proceeds of $3,350,000. The proceeds were used, in part, to fund the acquisition of the Mission Island Lands which the Company intends to use for its Conversion Facility. The convertible debenture bears interest at the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (CORRA) plus 3.0%. At the election of the lender of the convertible loan, the outstanding principal and any accrued interest may be converted into common shares of the Company at a conversion price of $0.65 per common share or otherwise repaid in cash at the maturity date, being August 25, 2026, at the election of the lender.

Common Share Purchase Warrants

Date of Grant	Expiry Date	Exercise Price	Total Issued
Nil	N/A	N/A	N/A

Options

Date of Grant	Expiry Date	Exercise Price	Total Issued
March 9, 2026(1)	March 9, 2031	$0.87	4,775,450

Notes:

(1) The Company granted these Options to directors, officers and certain consultants of the Company, subject to the terms and conditions of the Company's stock option plan, vesting 50% on the date of grant and 50% on the one (1) year anniversary from the date of grant.

Trading Price and Volume

The Common Shares are listed or quoted for trading on (i) the TSXV under the trading symbol “FL”, (ii) the OTCQB under the trading symbol “LITOF” and (iii) the Boerse Frankfurt under the symbol “HL2”. The following tables set out the high and low trading prices and trading volumes of the Common Shares on the TSXV for the period from March 2025 to April 22, 2026.

Month	High ($)	Low ($)	Volume Traded
April 2025	0.63	0.485	1,405,510
May 2025	0.58	0.49	1,402,124
June 2025	0.55	0.49	1,628,540
July 2025	0.60	0.49	4,157,358
August 2025	0.55	0.465	2,315,880

September 2025	0.59	0.47	3,480,619
October 2025	0.83	0.57	5,365,384
November 2025	0.83	0.60	2,891,460
December 2025	0.74	0.65	2,163,125
January 2026	1.18	0.68	9,189,425
February 2026	0.98	0.82	5,114,811
March 2026	0.99	0.745	4,910,362
April 1-22, 2026	0.86	0.63	6,111,790

On April 7, 2026, the last full trading day prior to the announcement of the Offering, the closing price of the Common Shares on the TSXV was $0.80. On April 22, 2026, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.65.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires Offered Units pursuant to this Offering. For purposes of this summary, references to "Shares" include Unit Shares and Warrant Shares unless otherwise indicated. This summary applies only to a purchaser who is a beneficial owner of Shares and Warrants acquired pursuant to this Offering and who, for the purposes of the Tax Act, and at all relevant times: (i) deals at arm's length with the Company and the Underwriters; (ii) is not affiliated with either the Company or the Underwriters; and (iii) holds the Shares and Warrants as capital property (a "Holder").

Shares and Warrants will generally be considered to be capital property to a Holder unless they are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder (i) that is a "financial institution" (as defined in the Tax Act for the purposes of the mark-to-market rules), (ii) an interest in which would be a "tax shelter investment" (as defined in the Tax Act), (iii) that is a "specified financial institution" (as defined in the Tax Act), (iv) that has elected to report its "Canadian tax results" (as defined in the Tax Act) in a currency other than Canadian currency, (v) that has entered or will enter into a "derivative forward agreement" or "synthetic disposition arrangement" (each as defined in the Tax Act) with respect to the Shares or Warrants, or (vi) that receives dividends on the Shares under or as part of a "dividend rental arrangement" as defined in the Tax Act. Any such Holder should consult its own tax advisor with respect to an investment in the Offered Units. Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada (for the purposes of the Tax Act), and is, or becomes (or does not deal at arm's length for purposes of the Tax Act with a corporation resident in Canada that is or becomes) as part of a transaction or event or series of transactions or events that includes the acquisition of Offered Units or Warrant Shares, controlled by a non-resident person or a group of non-resident persons that do not deal with each other at arm's length for purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors with respect to the consequences of acquiring Offered Units.

In addition, this summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of Offered Units.

This summary is based upon the current provisions of the Tax Act and the regulations thereunder ("Regulations") in force as of the date hereof, all specific proposals to amend the Tax Act or the Regulations that have been publicly announced by, or on behalf of, the Minister of Finance (Canada) prior to the date thereof ("Proposed Amendments") and counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency ("CRA"). No assurance can be given that the Proposed Amendments will be enacted or otherwise implemented in their current form, if at all. If the Proposed Amendments are not enacted or otherwise implemented as presently proposed, the tax consequences may not be as described below in all cases. Other than the Proposed Amendments, this summary does not take into account or anticipate any changes in law, administrative policy or assessing practice, whether by legislative, regulatory, administrative, governmental or judicial decision or action, nor does it take into account the tax laws of any province or territory of Canada or of any jurisdiction outside of Canada.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances.

Allocation of Cost

Holders will be required to allocate the purchase price paid for each Offered Unit between the Unit Share and the one-half of a Warrant comprising such Unit on a reasonable basis in order to determine their respective costs for purposes of the Tax Act. For its purposes, the Company intends to allocate $0.70 to each Unit Share and $0.10 to each full Warrant. Although the Company believes that its allocation is reasonable, it is not binding on the CRA or the Holder. Counsel express no opinion with respect to such allocation.

The adjusted cost base to a Holder of each Unit Share comprising a part of an Offered Unit acquired pursuant to this Offering will be determined by averaging the cost of such Unit Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Exercise of Warrants

No gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder's cost of the Warrant Share acquired thereby will be the aggregate of the Holder's adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder's adjusted cost base of the Warrant Share so acquired will be determined by averaging such cost with the adjusted cost base (determined immediately before the acquisition of the Warrant Share) to the Holder of all Common Shares owned by the Holder as capital property immediately prior to such acquisition.

Holders Resident in Canada

This section of the summary applies to a Holder who, at all relevant times, is, or is deemed to be, resident in Canada for the purposes of the Tax Act ("Resident Holder"). A Resident Holder whose Shares might not otherwise qualify as capital property may be entitled to make the irrevocable election provided by subsection 39(4) of the Tax Act to have the Shares and every other "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property. Such election is not available in respect of Warrants. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available and/or advisable in their particular circumstances.

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Resident Holder generally will realize a capital loss equal to the Resident Holder's adjusted cost base of such Warrant. The tax treatment of capital gains and capital losses is discussed in greater detail below under "Holders Resident in Canada - Taxation of Capital Gains and Capital Losses".

Dividends

A Resident Holder will be required to include in computing its income for a taxation year any taxable dividends received or deemed to be received on the Shares.

Such dividends received by a Resident Holder that is an individual (other than certain trusts) will be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit in respect of dividends designated by the Company as "eligible dividends" in accordance with the Tax Act. There may be limitations on the ability of the Company to designate dividends as eligible dividends.

In the case of a Resident Holder that is a corporation, the amount of any such taxable dividend that is included in its income for a taxation year will generally be deductible in computing its taxable income for that taxation year. In certain circumstances a dividend or deemed dividend received by a Resident Holder that is a corporation may be treated as a capital gain or proceeds of disposition under subsection 55(2) of the Tax Act. Such Resident Holders should consult their own tax advisors.

A Resident Holder that is a “private corporation”, as defined in the Tax Act, or a “subject corporation”, as defined in subsection 186(3) of the Tax Act, will generally be liable to pay an additional tax (refundable in certain circumstances) under Part IV of the Tax Act on dividends received (or deemed to be received) on the Shares to the extent such dividends are deductible in computing the Resident Holder’s taxable income for the year. A “subject corporation” is generally a corporation (other than a private corporation) controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

Dispositions of Shares and Warrants

A disposition or a deemed disposition of a Share (other than a disposition to the Company that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in an open market) or Warrant (other than a disposition arising on the exercise or expiry of a Warrant) by a Resident Holder will generally result in the Resident Holder realizing a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Share or Warrant, as the case may be, exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder thereof and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below under “Holders Resident in Canada - Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

A Resident Holder will generally be required to include in computing its income for the taxation year of disposition, one-half of the amount of any capital gain (a “taxable capital gain”) realized in such year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will be required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) against taxable capital gains realized in the taxation year of disposition. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of a Share by a Resident Holder that is a corporation may, in certain circumstances, be reduced by the amount of dividends received or deemed to have been received by it on such Shares or shares substituted for such Shares to the extent and under the circumstances specified in the Tax Act. Similar rules may apply where a Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Minimum Tax

Capital gains realized and dividends received by a Resident Holder that is an individual or a trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act. Resident Holders should consult their own advisors with respect to the application of the minimum tax.

Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act: (i) is not, and is not deemed to be, resident in Canada; and (ii) does not use or hold, and is not deemed to use or hold, the Shares or Warrants in connection with carrying on a business in Canada (“Non-Resident Holder”). This summary does not apply to a Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such Holders should consult their own tax advisors.

Dividends

Dividends paid or credited or deemed under the Tax Act to be paid or credited by the Company to a Non-Resident Holder on the Shares will be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident. For example, under the Canada-United States Tax Convention (1980), as amended (the "Treaty"), where a Non-Resident Holder is a resident of the United States for purposes of the Treaty, is fully entitled to the benefits under the Treaty, and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15%.

Dispositions of Shares and Warrants

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a Share or Warrant unless the Share or Warrant (as applicable) is, or is deemed to be, "taxable Canadian property" of the Non-Resident Holder for the purposes of the Tax Act at the time of the disposition or deemed disposition and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, a Share or Warrant (as applicable) will not constitute taxable Canadian property of a Non-Resident Holder provided that the Shares are listed on a "designated stock exchange" for the purposes of the Tax Act (which currently includes the TSXV) at the time of disposition, unless at any time during the 60 month period immediately preceding the disposition, (i) at least 25% of the issued shares of any class or series of the capital stock of the Company were owned by or belonged to any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm's length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) at such time, more than 50% of the fair market value of such shares was derived, directly or indirectly, from any combination of real or immovable property situated in Canada, "Canadian resource property" (as defined in the Tax Act), "timber resource property" (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in, such properties, whether or not such property exists. Notwithstanding the foregoing, a Share or Warrant may also be deemed to be "taxable Canadian property" in certain other circumstances. Non-Resident Holders should consult their own tax advisors as to whether their Shares or Warrants constitute "taxable Canadian property" in their own particular circumstances.

In cases where a Non-Resident Holder disposes (or is deemed to have disposed) of a Share or Warrant that is taxable Canadian property to that Non-Resident Holder, and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention, the consequences described above under the headings "Holders Resident in Canada - Dispositions of Shares and Warrants" and "Holders Resident in Canada - Taxation of Capital Gains and Capital Losses" will generally be applicable to such disposition. Such Non-Resident Holders should consult their own tax advisors.

RISK FACTORS

An investment in the Offered Units is subject to a number of risks that should be carefully considered by a prospective purchaser. Before deciding whether to invest in the Offered Units, prospective investors should carefully consider, in light of their own financial circumstances, the risks described below and those incorporated by reference into this Prospectus, including in the AIF and those described in the Annual MD&A and Interim MD&A. See "Documents Incorporated by Reference". The risks discussed below also include forward-looking statements and the Company's actual results may differ substantially from those discussed in these forward-looking statements. See "Cautionary Note Regarding Forward-Looking Information".

The Common Shares are Subject to Market Price Volatility

The market price of the Common Shares (including Unit Shares and Warrant Shares) may be adversely affected by a variety of factors relating to the Company's business, including fluctuations in the Company's operating and financial results, the results of any public announcements made by the Company and the Company's failure to meet

analysts' expectations. In addition, from time to time, the stock market experiences significant price and volume volatility that may affect the market price of the Common Shares for reasons unrelated to the Company's performance. Additionally, the value of the Common Shares is subject to market value fluctuations based upon factors that influence the Company's operations, such as legislative or regulatory developments, competition, technological changes, global capital market activity and changes in interest and currency rates. There can be no assurance that the market price of the Common Shares will not experience significant fluctuations in the future, including fluctuations that are unrelated to the Company's performance. The market value of the Common Shares may also be affected by the Company's financial results and political, economic, financial and other factors that can affect the capital markets generally, the stock exchanges on which the Common Shares are traded and the market segment of which the Company is a part.

Potential Need for Additional Financing

Despite the anticipated net proceeds from the Offering, the Company may require additional financing, including through the issue and sale of equity or debt securities to satisfy the operational and capital costs at its properties, if various events alone or in combination occur. The Company's ability to meet its obligations and maintain operations is contingent upon successful completion of additional financing arrangements. There can be no assurance that the Company will be able to obtain necessary financing in a timely manner or on acceptable terms, if at all. The failure to obtain additional financing could have a material adverse effect on the business of the Company.

Potential Dilution

The Company's articles of incorporation and by-laws allow it to issue an unlimited number of Common Shares for such consideration and on such terms and conditions as established by the board of directors of the Company, in many cases, without the approval of the Company's shareholders. As part of this Offering, the Company could issue up to 23,000,000 Offered Units (which number includes the 3,000,000 Offered Units issuable if the Over-Allotment Option is exercised in full by the Underwriters). The Company may issue additional Common Shares in subsequent offerings (including through the sale of securities convertible into or exchangeable for Common Shares) and on the exercise of stock options or other securities exercisable for Common Shares. The Company cannot predict the size of future issuances of Common Shares or the effect that future issuances and sales of Common Shares will have on the market price of the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per Common Share.

Negative Operating Cash Flow

The Company reported negative cash flow from operations for the year ended March 31, 2025 and the interim period ended December 31, 2025. The Company may continue to report negative operating cash flow while it continues to develop its mineral properties. There is no assurance that additional deposits will be discovered or that existing or future deposits will be successfully monetized. To the extent the Company continues to have negative operating cash flows in future periods, it may be required to raise additional funds through the issuance of additional equity securities or through loan financing. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all.

The Company May Use the Proceeds of the Offering for Purposes Other Than Those Set Out in this Prospectus

The Company currently intends to allocate the net proceeds received from the Offering as described under the heading "Use of Proceeds" in this Prospectus. However, management will have discretion in the actual application of the proceeds, and may elect to allocate proceeds differently from that described under the heading "Use of Proceeds" if it believes that it would be in the best interests of the Company to do so if circumstances change. The failure by management to apply these funds effectively could have a material adverse effect on the business of the Company.

No Market for Warrants

Although the Company has applied to list the Warrants on the TSXV, the TSXV has not conditionally approved the Company's listing application and there is no assurance that the TSXV will approve the listing application. There is currently no market through which the Warrants may be sold and purchasers may not be able to sell the Warrants purchased under this Prospectus. There can be no assurance that a market through which the Warrants may be sold will be available at the time of closing, or at any time thereafter. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation.

Loss of Entire Investment

There is no guarantee that an investment in the Offered Units, including the Unit Shares and Warrants comprised thereof, will earn any positive return in the short term or long term. An investment in such securities involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the securities of the Company is appropriate only for investors who have the capacity to absorb a loss of their entire investment.

OTHER MATERIAL FACTS

Mr. Stephen J.J. Letwin, a Director of the Company, is a director of ONEnergy Inc. ("ONEnergy"). ONEnergy was subject to a Failure-to-File Cease Trade Order ("FFCTO") pursuant to Multilateral Instrument 11-103 – Failure-to-File Cease Trade Orders in Multiple Jurisdictions issued on May 6, 2019 by the Ontario Securities Commission ("OSC"). The FFCTO was revoked on August 18, 2021 by the OSC following the requisite filing of ONEnergy's financial statements and other regulatory filings.

LEGAL MATTERS

Certain legal matters relating to the Offering will be passed upon by Tingle Merrett LLP, on behalf of the Company, and by Miller Thomson LLP, on behalf of the Underwriters.

INTEREST OF EXPERTS

The following experts are named as having prepared or certified a report, valuation, statement or opinion in this Prospectus, either directly or in a document incorporated herein by reference, and whose profession or business gives authority to the report, valuation, statement or opinion made by the expert: Tingle Merrett LLP, Miller Thomson LLP, and Garth Drever, P.Geo. Mr. Drever is also the Company's Vice President, Exploration. Therefore, he is not considered to be independent under NI 43-101.

The independent registered public accounting firm of the Doane Grant Thornton LLP (formerly Grant Thornton LLP), Chartered Professional Accountants, who have prepared a report of independent registered public accounting firm dated March 19, 2025 in respect of the Corporation's consolidated annual financial statements as at March 31, 2025 and 2024 and for the years then ended. Doane Grant Thornton LLP has advised that they are independent of the Corporation in accordance with the CPABC Code of Professional Conduct and the Public Company Accounting Oversight Board on auditor independence.

The information of a scientific or technical nature regarding the PAK Lithium Project included or incorporated herein by reference was prepared by a team of independent consultants, each of whom is a qualified person pursuant to NI 43-101, including Elie Accad, P.Eng., of DRA Americas Inc., Claude Bisaillon, P.Eng., of DRA Americas Inc., Daniel Gagnon, P.Eng., of DRA Americas Inc., Schadrac Ibrango, P.Geo., of DRA Americas Inc., Volodymyr Liskovych, P.Eng., of DRA Americas Inc., Ghislain Prévost, P.Eng., of DRA Americas Inc, Eric Sellars, P.Eng., of SLR Consulting (Canada) Ltd, and Luis Vasquez, P.Eng., of SLR Consulting (Canada) Ltd (collectively with Tingle Merrett LLP, Miller Thomson LLP, Doane Grant Thornton LLP (formerly Grant Thornton LLP), Chartered Professional Accountants and Garth Drever, P.Geo., the "Experts").

As of the date hereof, to the knowledge of the Company, each of the persons identified as Experts (including, in

case of partnerships, partners and associates, as a group) each beneficially owned, directly or indirectly, less than 1% of the outstanding Common Shares, other than Garth Drever, who owns 3,988,664 Common Shares representing approximately 1.7% of the issued and outstanding Common Shares. Other than as disclosed herein, none of the Experts is or is expected to be elected, appointed or employed as a director, officer or employee of the Corporation or any associate or affiliate of the Corporation.

EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS AND PROMOTER

The Company is relying on the criteria set forth in Coordinated Blanket Order 41-930 Exemptions from Certain Prospectus and Disclosure Requirements dated April 17, 2025 with respect to the requirement under subsection 58(1) of the Securities Act (Ontario) to include in a prospectus a certificate signed by a promoter that is an individual, provided that the prospectus or amendment thereto includes a certificate signed by that individual in a capacity other than that of a promoter in the applicable issuer certificate form. Mr. Reginald Walker has executed this Prospectus in his capacity as Director of the Company and in the applicable issuer certificate form. See "Certificate of the Company".

Mr. Reginald Walker, the Chairman and a Director of the Company, took the initiative in founding and organizing the business of the Company and, accordingly, may be considered a promoter of the Company within the meaning of applicable Canadian securities laws. Mr. Walker beneficially owns or controls, directly or indirectly, an aggregate of 28,778,907 Common Shares, representing approximately 12.5% of the outstanding Common Shares as of the date of this Prospectus (based on 230,567,041 Common Shares outstanding) and approximately 14.8% assuming exercise of all convertible securities (based on 247,473,046 Common Shares outstanding).

In October 2024, the Company entered into an office lease agreement with a corporation controlled by Mr. Reginald Walker. The lease payment is approximately $350,000 annually and is for a non-cancellable period of 10 years and the Company has an option to extend the lease for up to four further terms of five years per additional term.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of the Company is Doane Grant Thornton LLP, Chartered Professional Accountants, located at 11th Floor, 200 King Street West, Box 11 Toronto, ON M5H 3T4. Doane Grant Thornton LLP has confirmed to the Company that they are independent from the Company in accordance with the Chartered Professional Accountants of Ontario. Doane Grant Thornton LLP was appointed auditor on April 12, 2022.

The transfer agent and registrar of the Company is Odyssey Trust Company, with principal offices located in Calgary, Alberta.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after the later of (a) the date that the issuer (i) filed the prospectus or any amendment on SEDAR+ and a receipt is issued and posted for the document, and (ii) issued and filed a news release on SEDAR+ announcing that the document is accessible through SEDAR+, and (b) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal adviser.

In an offering of warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in a prospectus is limited, in certain provincial securities legislation, to the price at which the warrant is offered to the public under the prospectus offering. This means that, under the securities

legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal adviser.

C-1

CERTIFICATE OF THE COMPANY

Dated: April 23, 2026

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada, except Québec.

(signed) "Trevor R. Walker"
Trevor R Walker
Chief Executive Officer

(signed) "Erick Underwood"
Erick Underwood
Chief Financial Officer

On behalf of the Board of Directors

(signed) "Reginald F. Walker"
Reginald F. Walker
Director

(signed) "Greg Mills"
Greg Mills
Director

92502929.1

C-2

CERTIFICATE OF THE UNDERWRITERS

Dated: April 23, 2026

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada, except Québec.

BMO NESBITT BURNS INC.

(signed) "Rahim Bapoo"

Rahim Bapoo

Managing Director

CANACCORD GENUITY CORP.

(signed) "Tom Jakubowski"

Tom Jakubowski

Managing Director

DESJARDINS SECURITIES INC.

(signed) "Taylor Bruch"

Taylor Bruch

Director

AI assistant

FRONTIER LITHIUM INC. — Share Issue/Capital Change 2026

44269_rns_2026-04-23_3b87f1dd-3a9a-45e4-a386-b8d50521f2b9.pdf

SHORT FORM PROSPECTUS

FRONTIER LITHIUM INC.

TABLE OF CONTENTS

MARKETING MATERIALS

ELIGIBILITY FOR INVESTMENT

CURRENCY PRESENTATION

DOCUMENTS INCORPORATED BY REFERENCE

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

THE COMPANY

SUMMARY DESCRIPTION OF THE BUSINESS

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

Principal Purposes

Financial Condition, Business Objectives and Milestones

PLAN OF DISTRIBUTION

United States Offering Restrictions

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

Warrants

Prior Sales

Common Shares (Convertible Debenture)

Note:

Common Share Purchase Warrants

Options

Notes:

Trading Price and Volume

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Allocation of Cost

Exercise of Warrants

Holders Resident in Canada

Expiry of Warrants

Dividends

Dispositions of Shares and Warrants

Taxation of Capital Gains and Capital Losses

Minimum Tax

Holders Not Resident in Canada

Dividends

Dispositions of Shares and Warrants

RISK FACTORS

Potential Need for Additional Financing

Potential Dilution

Negative Operating Cash Flow

The Company May Use the Proceeds of the Offering for Purposes Other Than Those Set Out in this Prospectus

No Market for Warrants

Loss of Entire Investment

OTHER MATERIAL FACTS

LEGAL MATTERS

INTEREST OF EXPERTS

EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS AND PROMOTER

AUDITORS, TRANSFER AGENT AND REGISTRAR

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE COMPANY

On behalf of the Board of Directors

CERTIFICATE OF THE UNDERWRITERS

BMO NESBITT BURNS INC.

CANACCORD GENUITY CORP.

DESJARDINS SECURITIES INC.

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