Lithium Energi Exploration Inc. — Proxy Solicitation & Information Statement 2023

Feb 17, 2023

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on Monday, March 20, 2023

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

• 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Designated Persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
• 1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
• 1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
• 1. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
• 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Designated Persons listed on the reverse, this proxy will be voted as recommended by Management.
• 1. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
• 1. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
• 1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 a.m., Pacific Time, on Thursday, March 16, 2023.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

Appointment of Proxyholder

I/We being holder(s) of securities of Lithium Energi Exploration Inc.

(the "Company") hereby appoint: Steven C. Howard, Chief Executive Officer and a Director of the Company, or failing this person, Christopher Hobbs, Chief Financial Officer and a Director of the Company (together, the "Designated Persons")		OR herein.	appointing if this person is someone other than the Designated Persons listed
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at the offices of Farris LLP, Pacific Centre South, 25th Floor, 700 West Georgia Street, Vancouver, BC, Canada V7Y 1B3, on Monday, March 20, 2023 at 10:00 a.m., Pacific Time, and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
						For	Against
1. Number of Directors To set the number of Directors at four (4).
2. Election of Directors Shareholders will be asked to elect the below named nominees, with the election of Mr. Daniel Blanks conditional upon completing the Arena Transactions (as defined below) and the election of Mr. Ali Rahman conditional upon the completion of the Triangle Transactions (as defined below). Mr. Howard will resign from the Board upon the completion of the Arena Transactions.	For Withhold		For Withhold			For	Withhold	Fold
01. Daniel Blanks	02. Steven C. Howard			03. Christopher Hobbs
04. Dr. Gerardo Romero A.	05. Ali Rahman
						For	Withhold
3. Appointment of Auditor To appoint Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor.
						For	Against
4. Approval of Stock Option Plan To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Company's "10% rolling" stock option plan, as amended, in the form attached as Appendix "A" to, and as more particularly described in the Management Information Circular of the Company dated February 14, 2023 (the "Circular").
5. Approval of Arena Transactions To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders approving (i) various transactions (the "Arena Transactions") related to the conversion of existing debt owed by the Company to Arena Partners, LP ("Arena") into common shares and common share purchase warrants, including the payment of a success fee to each of Triangle Lithium, LLC and Steven C. Howard, and (ii) the creation of Arena as a new "Control Person", as such term is defined in the policies of the TSX Venture Exchange ("TSXV"), all as more particularly described Circular.
6. Approval of Triangle Transactions - To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders approving (i) various transactions (the "Triangle Transactions") related to the conversion of certain non-arm's length debt to be acquired by Triangle Lithium, LLC ("Triangle") into common shares and common share purchase warrants, and (ii) the creation of Triangle as a new "Control Person", as such term is defined in the policies of the TSXV, all as more particularly described in the Circular.								Fold
7. Approval of Conversion of Debts into Common Shares To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders approving the conversion of certain existing, non-arm's length debts owed by the Company into common shares, all as more particularly described in the Circular.
Signature of Proxyholder			Signature(s)		Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Designated Persons, this Proxy will be voted as recommended by Management.					MM / DD / YY
Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail. If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.	by mail.	Annual Financial Statements – Mark this box if you accompanying Management's Discussion and Analysis	would like to receive the Annual Financial Statements and

PTQQ XXXX 999999999999

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