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Full Circle Lithium Corp. Proxy Solicitation & Information Statement 2026

Apr 17, 2026

48099_rns_2026-04-17_8c10c881-6ff6-44f5-9170-587f309e4c4d.pdf

Proxy Solicitation & Information Statement

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FULL CIRCLE LITHIUM CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that an annual general and special meeting (the “Meeting”) of the shareholders (“Shareholders”) of Full Circle Lithium Corp. (the “Corporation”) will be held at the offices of Peterson McVicar LLP located at 110 Yonge Street, Suite 1601, Toronto, Ontario M5C 1T4, on May 19, 2026 at 11:00 a.m. (Toronto time), for the following purposes:

  1. to receive and consider the financial statements of the Corporation for the year ended October 31, 2025 and the report of the auditors thereon;
  2. to appoint MNP LLP as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
  3. to appoint the board of directors for the ensuing year;
  4. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of shareholders, as more particularly set forth in the accompanying Information Circular, relating to the approval of the amended stock option plan of the Corporation;
  5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve, for the ensuing year, the new restricted share unit plan of the Corporation as set forth in the accompanying Information Circular;
  6. to consider and, if deemed advisable, to pass, with or without variation, a special resolution authorizing the change of the name of the Corporation to “FCL-X Fire & Safety Inc.” or such other name as the directors in their sole discretion determine to be appropriate, as more particularly set forth in the accompanying Information Circular; and
  7. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

An “ordinary resolution” is a resolution passed by at least a majority of the votes cast by Shareholders who voted in respect of that resolution at the Meeting, while a “special resolution” is a resolution passed by a majority of not less than two-thirds (⅔) of the votes cast by Shareholders who voted in respect of that resolution.

The nature of the business to be transacted at the Meeting is described in further detail in the management information circular of the Corporation dated April 2, 2026 (the “Information Circular”) under the section entitled “MATTERS TO BE ACTED UPON”.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is April 2, 2026 (the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

Voting

All Shareholders are invited to attend the Meeting and may attend in person or may be represented by proxy. A “beneficial” or “non-registered” Shareholder will not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the common shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting. Shareholders who are unable to attend the Meeting in person, or any adjournments or postponements thereof, are requested to complete, date and sign the enclosed form of proxy (registered holders) or voting instruction form (beneficial holders) and return it in the envelope provided. To be effective, the enclosed form of proxy or voting instruction form must be mailed or faxed so as to reach or be deposited with the Corporation’s registrar and transfer agent, Marrelli Trust Company Limited, c/o DSA Corporate Services L.P. (in the case of registered holders) at 82 Richmond Street East, Toronto, ON M5C 1P1, Fax:


416-360-7812, or voted online at www.voteproxy.ca not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof or be deposited with the Secretary of the Corporation before the commencement of the Meeting or of any adjournment thereof. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline.

If you are a beneficial or non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR BEFORE VOTING.

DATED this 2nd day of April, 2026.

BY ORDER OF THE BOARD OF DIRECTORS OF FULL CIRCLE LITHIUM CORP.

"Carlos Vicens"

Carlos Vicens Chief Executive Officer, Director

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