Lithium Chile — M&A Activity 2024

Dec 12, 2024

6326261.1

AMENDING AGREEMENT

THIS AMENDING AGREEMENT is dated as of the 4th day of September, 2024.

BETWEEN:

LITHIUM CHILE INC., a corporation exiting under the laws of the Province of Alberta

(hereinafter referred to as "LITH")

AND:

KAIROS GOLD INC., a corporation exiting under the laws of the Province of Alberta

(hereinafter referred to as the "SpinCo")

WHEREAS:

(a) LITH and SpinCo entered into an arrangement agreement dated August 13, 2024 (the "Arrangement Agreement") whereby LITH and SpinCo agreed to give effect to the Arrangement, as defined in the Arrangement Agreement, subject to certain conditions, all as further described in the Arrangement Agreement;

(b) The parties hereto have entered into this Amending Agreement to the Arrangement Agreement for the purposes described herein.

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby covenant and agree as follows:

ARTICLE 1

CONFIRMATION AND DEFINED TERMS

1.1 Confirmation

The Arrangement Agreement is hereby confirmed and ratified and each of the parties acknowledges that it is bound by and liable under the Arrangement Agreement, subject only to those amendments provided for herein.

1.2 Defined Terms

All capitalized terms used herein shall have the meaning given to them in the Arrangement Agreement, except to the extent that a specific term is defined and capitalized herein.

ARTICLE 2

AMENDMENTS

2.1 Amendment to Section 6.2

Section 6.2 of the Arrangement Agreement is amended to the following:

"Subject to Section 6.3, this Agreement may at any time before or after the holding of the LITH Meeting, and before or after the granting of the Final Order, but in each case prior to the Effective Date, be terminated by direction of the Board of Directors of LITH without further action on the part of the LITH Shareholders and nothing expressed or implied herein or in the Plan of Arrangement shall be construed as fettering the absolute discretion by the Board of Directors of LITH to elect to terminate this Agreement and discontinue

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efforts to effect the Arrangement for whatever reasons it may consider appropriate. The Arrangement Agreement may be terminated by either LITH or SpinCo if the Arrangement has not become effective on or prior to December 31, 2024."

2.2 Amendment to Section 3.1(a)

Section 3.1(a) of the Arrangement Agreement is amended to the following:

"(a) the stated capital account maintained in respect of the LITH Shares will be reduced by an amount equal to the fair market value of the SpinCo Shares, estimated to be $3,805,000"

2.3 No Other Amendments

Except as amended by the foregoing, all provisions of the Arrangement Agreement are hereby reaffirmed and remain unchanged.

ARTICLE 3 MISCELLANEOUS

3.1 Further Assurances

Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to carry out the intent of this Amending Agreement.

3.2 Severability

If any term, condition or provision of this Amending Agreement shall be determined to be invalid or unenforceable it shall be deemed to be severable from the remainder of this Amending Agreement which shall continue in full force and effect.

3.3 Governing Law

This Amending Agreement shall be governed and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

3.4 Enurement

This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

3.5 Conflict

In the event of any conflict between the Arrangement Agreement and this Amending Agreement, the terms of this Amending Agreement shall govern.

3.6 Execution in Counterpart

This Amending Agreement may be executed in any number of counterparts with the same effect as if all signatories to the counterparts had signed one document, all such counterparts shall together constitute, and be construed as, one instrument and each of such counterparts shall, notwithstanding the date of its execution, be deemed to bear the date first written above. A signed counterpart provided by way of facsimile transmission or in pdf format shall be as binding upon the parties as an originally signed counterpart.

6326261.1

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IN WITNESS WHEREOF the parties hereto have executed this Amending Agreement by their duly authorized officer(s) as of the date first above written.

LITHIUM CHILE INC.

Per: (signed) "Steven Cochrane"
Name: Steven Cochrane
Title: President and Chief Executive Officer

KAIROS GOLD INC.

Per: (signed) "Al Kroontje"
Name: Al Kroontje
Title: Director

6326261.1