ILC Critical Minerals Ltd. — Capital/Financing Update 2021

Aug 26, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

UNDER SECTION 7.1 OF NATIONAL INSTRUMENT 51-102

ITEM 1 NAME AND ADDRESS OF COMPANY

International Lithium Corp. (the “Company”) 725 Granville Street, Suite 400 Vancouver, BC V7Y 1G5

ITEM 2

DATE OF MATERIAL CHANGE

August 25, 2021

ITEM 3

NEWS RELEASE

News release dated August 25, 2021 was disseminated through Newsfile Corp.

ITEM 4 SUMMARY OF MATERIAL CHANGE

The Company announced it has closed the second and final tranche of its oversubscribed non-brokered private placement (the “Private Placement”) of units (“Units”) announced on July 15, 2021. On closing, the Company issued 7,706,669 Units at CAD $0.06 per Unit for proceeds of CAD $462,400. Each Unit is comprised of one common share and one-half of one share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to acquire one additional common share at an exercise price of CAD $0.08 per common share until June 30, 2024.

ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE

5.1 Full Description of Material Change

The Company announced it has closed the second and final tranche of its oversubscribed non-brokered private placement (the “Private Placement”) of units (“Units”) announced on July 15, 2021. On closing, the Company issued 7,706,669 Units at CAD $0.06 per Unit for proceeds of CAD $462,400. Each Unit is comprised of one common share and one-half of one share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to acquire one additional common share at an exercise price of CAD $0.08 per common share until June 30, 2024. Following the closing, the Company has 210,830,443 issued and outstanding common shares.

The proceeds of the Private Placement will be used for exploration on the Company's Raleigh Lake Project and for general corporate and administrative costs.

Closing of the Private Placement is subject to final acceptance by the TSX Venture Exchange. All Private Placement securities will be restricted from trading for a period of four months plus one day from the date of closing. No finder's fees were paid on this tranche of the transaction.

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Certain insiders participated in this tranche of the Private Placement. The issuance of private placement securities to non-arms’ length parties constitutes related-party transactions under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Because the Company’s shares trade only on the TSX Venture Exchange, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Section 5.7(b). The Company did not file a material change report 21 days prior to the closing of the private placement as the details of the participation of insiders of the Company had not been confirmed at that time.

5.2 Disclosure Required by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101")

Pursuant to MI 61-101, the Private Placement constituted a “related party transaction”, as Peter Kucak, an Insider of the Company, was a subscriber under the Private Placement.

The following supplementary information is provided in accordance with Section 5.2 of MI 61-101.

• (a) a description of the transaction and its material terms:

  • See Item 5.1 above for a description of the Private Placement.

• (b) the purpose and business reasons for the transaction:

The proceeds of the Private Placement will be used for exploration on the Company’s Raleigh Lake Project and for general corporate and administrative costs.

• (c) the anticipated effect of the transaction on the issuer’s business and affairs:

The Company does not anticipate any material effect on the Company’s business and affairs as a result of the completion of the Private Placement.

• (d) a description of:

• (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

Name of Related Party	Subscribed Amount
Peter Kucak	$180,000

• (ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

Not applicable.

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• (e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

The Private Placement was considered appropriate and in the best interests of the Company and approved by the board of directors of the Company.

• (f) a summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable.

• (g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that related to the subject matter of or is otherwise relevant to the transaction:

  • (i) that has been made in the 24 months before the date of the material change report:

Not applicable.

• (ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

• (h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

The Company entered into subscription agreements with each of the related parties.

• (i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:

The Private Placement is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(b) and 5.7 as the Company is listed on the TSX Venture Exchange and the fair market value of securities to be issued to the related parties pursuant to the Private Placement is less than $2,500,000.

As this material change report was filed following the closing of the Private Placement (and therefore less than 21 days before the closing of the Private Placement), there is a

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requirement under MI 61-101 to explain why the shorter period is reasonable or necessary in the circumstances. The Company moved to close the Private Placement immediately upon satisfaction of all applicable closing conditions. In the view of the Company, this was reasonable in the circumstances because the Company wished to complete the Private Placement as soon as practicable.

ITEM 6 RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

N/A

ITEM 7 OMITTED INFORMATION

N/A

ITEM 8

EXECUTIVE OFFICER

John Wisbey, Chief Executive Officer Telephone: (604) 449-6520

ITEM 9

DATE OF REPORT

Dated at Vancouver, British Columbia, this 25[th] day of August, 2021.