Lithium Ionic Corp. - Proxy Solicitation & Information Statement 2022

POCML 6 INC.

130 King Street West, Suite 2210 Toronto, Ontario M5X 1E4

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the " Meeting ") of shareholders of POCML 6 Inc. (the " Company ") will be held on Monday, March 28, 2022 , at the hour of 10:00 a.m. (Eastern time), at the office of Irwin Lowy LLP at Suite 401, 217 Queen Street West, Toronto, Ontario M5V 0R2, for the following purposes:

to receive and consider the audited financial statements of the Company for the year ended December 31, 2020 and the report of the auditors thereon, and to receive and consider the interim financial statements of the Company for the three-and-nine-months interim period ended September 30, 2021;
to appoint the auditors of the Company and to authorize the directors to fix their remuneration;
to elect the directors for the ensuing year;
to to approve and confirm a new stock option plan of the Company;
subject to the completion of the Proposed Qualifying Transaction (as defined and detailed in the accompanying management information circular dated February 21, 2022 (the " Circular ")), to elect a new board of directors to hold office following the completion of the Proposed Qualifying Transaction;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution to effect the consolidation (the “ Consolidation ”) of all of the issued and outstanding common shares of the Company on the basis of 0.61983471 old common shares for one (1) new common share, or such other ratio that results in the Company having 7,500,000 common shares outstanding, plus such number of common shares resulting from the exercise of all, or part, of the outstanding broker warrants issued and outstanding upon completion of the Consolidation, as more fully described in the Circular;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution of shareholders amending the Company’s articles to change the name of the Company to "Lithium Ionic Corp." or such other name as the directors of the Company may determine and may be acceptable to the applicable regulatory authorities, as more fully described in the Circular; and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Company’s transfer agent and registrar, TSX Trust Company, at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 1S3 not later than 10:00 a.m. (Eastern time) on Thursday, March 24, 2022, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Company has by resolution fixed the close of business on Friday, February 25, 2022 as the record date for the Meeting, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

COVID-19 GUIDANCE

In the context of the effort to mitigate potential risk to the health and safety associated with COVID-19 and in compliance with the orders and directives of the Government of Canada, the Province of Ontario and the City of Toronto, the shareholders are being discouraged from attending the Meeting in person. All shareholders are encouraged to vote on the matters before the Meeting by proxy in the manner set out herein and in the accompanying Circular dated February 21, 2022 of the Company.

The accompanying Circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual and special meeting. Additional information about the Company and its financial statements are also available on the Company’s profile at www.sedar.com.

DATED this 21[st] day of February, 2022.

BY ORDER OF THE BOARD

"David D’Onofrio" (signed) Director

POCML 6 INC.

130 King Street West, Suite 2210 Toronto, Ontario M5X 1E4

MANAGEMENT INFORMATION CIRCULAR As at February 21, 2022

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR ("CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF POCML 6 INC. (the " Company ") of proxies to be used at the annual and special meeting of shareholders of the Company to be held on Monday, March 28, 2022 at the office of Irwin Lowy LLP at Suite 401, 217 Queen Street West, Toronto, Ontario M5V 0R2 at the hour of 10:00 a.m. (Eastern time), and at any adjournment or postponement thereof (the " Meeting ") for the purposes set out in the enclosed notice of meeting (the " Notice "). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54101 "), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Company’s proxy solicitation materials (the " Meeting Materials ") to the beneficial owners of the common shares of the Company (the " Common Shares ") held of record by such parties. The Company may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Company. The Company may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Company in favour of the matters set forth in the Notice.

COVID-19 GUIDANCE

APPOINTMENT AND REVOCATION OF PROXIES

A holder of Common Shares who appears on the records maintained by the Company’s registrar and transfer agent as a registered holder of Common Shares (each a " Registered Shareholder ") may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice.

The purpose of a form of proxy is to designate persons who will vote on the shareholder’s behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Company. A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY, TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Company’s transfer agent and registrar, TSX Trust Company (the " Transfer Agent "), not later than 10:00 a.m. (Eastern time) on Thursday, March 24, 2022, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies may be deposited with the Transfer Agent using one of the following methods:


By Mail or Hand Delivery:	TSX Trust Company 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 1S3
Facsimile:	416-595-9593 You will need to provide your 12 digit control number (located on the form of proxy accompanying this Management Information Circular)
By Internet:	www.voteproxyonline.com You will need to provide your 12 digit control number (located on the form of proxy accompanying this Management Information Circular).

A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof at, or by transmitting by telephone or electronic means, a revocation signed, subject to the Business Corporations Act (Ontario), by electronic signature, to (i) the registered office of the Company, located at 130 King Street West, Suite 2210, Toronto, Ontario M5X 1E4, at any time prior to 5:00 p.m. (Eastern time) on the last business day preceding the day of the Meeting or any adjournment thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the meeting, the Common Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted for the election of directors, for the appointment of auditors and the authorization of the directors to fix their remuneration and for each item of special business, as stated elsewhere in this Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his or her judgment may determine. At the time of printing this Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Company, as a substantial number of shareholders of the Company do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Common Shares beneficially owned by a beneficial holder of Common Shares who does not appear on the records maintained by the Company’s registrar and transfer agent as a registered holder of Common Shares (each a " NonRegistered Holder ") are registered either: (i) in the name of an intermediary (an " Intermediary ") with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (a " Clearing Agency ") of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would appear as such on the list maintained by the Transfer Agent. Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Company has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

Non-Registered Holders fall into two categories - those who object to their identity being known to the issuers of securities which they own (" OBOs ") and those who do not object to their identity being made known to the issuers of the securities which they own (" NOBOs "). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Company or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf.

The Company’s OBOs can expect to be contacted by their Intermediary. The Company does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Common Shares on behalf of Non-Registered Holders. Therefore, each Non-Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to NonRegistered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form (a " VIF "). If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

or,

Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such NonRegistered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of

proxy and insert the Non-Registered Holder’s or its nominees name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of registered shareholders of the Company as maintained by the Transfer Agent, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of special shares, issuable in series. As of February 25, 2022 (the " Record Date "), there were a total of 11,104,958 Common Shares issued and outstanding and no special shares issued and outstanding. Each Common Share outstanding on the Record Date carries the right to one (1) vote at the Meeting.

Only Registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every Registered Shareholder and proxy holder will have one (1) vote and, on a poll, every Registered Shareholder present in person or represented by proxy will have one (1) vote for each Common Share held.

To the knowledge of the directors and executive officers of the Company, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares, other than as set forth below:


Name	Number of Common Shares	Percentage
PowerOne Capital Corp.(1)	7,000,000	63.03%

Note:

(1) PowerOne Capital Corp. is an entity beneficially owned and controlled by Pasquale DiCapo.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out under the heading " Particulars of Matters to be Acted Upon " below, no person who has been a director or an officer of the Company at any time since the beginning of its last completed financial year or any associate of any such director or officer has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting, except as disclosed in this Circular.

PROPOSED QUALIFYING TRANSACTION

The Company entered into an amalgamation agreement dated February 7, 2022 (the " Amalgamation Agreement ") with Lithium Ionic Inc. (“ Lithium Ionic ”, whereby it is proposed that the Company will, through its wholly-owned subsidiary 1000088600 Ontario Inc. (" Subco "), amalgamate with Lithium Ionic and thereby acquire all of the issued and outstanding shares of Lithium Ionic by way of a three-cornered amalgamation under the laws of the Province of Ontario (the " Proposed Qualifying Transaction "). If completed, the Proposed Qualifying Transaction is intended to constitute the "Qualifying Transaction" of the Company under Policy 2.4 "Capital Pool Companies" (the " CPC Policy ") of the TSX Venture Exchange (the " TSXV "). All references herein to " Resulting Issuer " refer to the Company after completion of the Proposed Qualifying Transaction. A copy of the Amalgamation Agreement is available under the Company’s issuer profile on SEDAR at www.sedar.com.

The Proposed Qualifying Transaction is described in the press releases of the Company dated January 12, 2022 and February 7, 2022, copies of which are available under the Company’s profile on SEDAR at www.sedar.com. The Proposed Qualifying Transaction is subject to regulatory approval, including the approval of the TSXV, and certain closing conditions in favour of the parties as described in the press release, including the completion of a subscription receipt financing and the receipt of the approval of the shareholders for the Consolidation (as defined herein), Name Change (as defined herein) and Election of the Lithium Ionic Directors (as defined herein). The Proposed Qualifying Transaction will also be described in greater detail in a filing statement of the Company (the " Filing Statement ") to

be filed under the Company’s profile on SEDAR at www.sedar.com in advance of closing of the Proposed Qualifying Transaction.

SHAREHOLDERS ARE NOT REQUIRED TO APPROVE THE PROPOSED QUALIFYING TRANSACTION . However, the Proposed Qualifying Transaction is very important to the Company, and Shareholder approval for the Consolidation, Name Change and Election of the Lithium Ionic Directors which are to be considered at the Meeting is necessary in order to complete the Proposed Qualifying Transaction. Full details regarding Lithium Ionic and the Proposed Qualifying Transaction will be disclosed by the Company in the Filing Statement to be prepared and filed under the CPC Policy. The Filing Statement will be posted under the Company’s profile on SEDAR at www.sedar.com at least seven (7) days prior to completion of the Proposed Qualifying Transaction. Management of the Company will endeavour to post the Filing Statement on SEDAR as quickly as possible, but the posting thereof may not occur until on or about the date of the Meeting or thereafter. Shareholders are urged to review the press releases issued by the Company on January 12, 2022 and February 7, 2022, and the Filing Statement of the Company, if, as and when it is filed on SEDAR as it contains important disclosure regarding the Proposed Qualifying Transaction and the Resulting Issuer.

The resolutions with respect to the Consolidation, Name Change, and election of a new slate of directors of the Resulting Issuer sought to be passed by the Shareholders at the Meeting will be a condition to the completion of the Proposed Qualifying Transaction. Failure to pass these special resolutions could impede or prevent the completion of the Proposed Qualifying Transaction.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the board of directors of the Company (the " Board "), the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

1. RECEIPT OF FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended December 31, 2020 and the report of the auditor thereon and the interim financial statements of the Company for the three-and-nine months interim period ended September 30, 2021, which accompany this Circular, will be placed before shareholders at the Meeting. No vote will be taken on the financial statements. The financial statements and additional information concerning the Company are available under the Company’s profile at www.sedar.com. Receipt at the Meeting of the auditor’s report and the Company’s audited annual financial statements and interim financial statements will not constitute approval or disapproval of any matters referred to therein.

2. APPOINTMENT OF AUDITOR

MNP LLP, Chartered Professional Accountants located at 111 Richmond Street West, Suite 300, Toronto, Ontario M5H 2G4 was first appointed auditor of the Company on December 21, 2020.

At the Meeting, shareholders are required to reappoint the auditor of the Company. Ordinarily, that would involve reappointing MNP LLP, the Company’s current auditor, to hold office until the next annual meeting of shareholders. However, if the Proposed Qualifying Transaction is completed, it will be desirable to change the auditor of the Company to the current auditor of Lithium Ionic at the effective time of the completion of the Proposed Qualifying Transaction (the " Effective Time "). In such circumstance, shareholders will be asked to consider appointing McGovern Hurley LLP (“ MG LLP ”) as auditor of the Company. At the time of the Meeting, the Proposed Qualifying Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

In order to avoid changing the auditor of the Company should it prove unnecessary to do so, and in order to dispense with the need to call an additional meeting of shareholders to approve a change of auditor following completion of the Proposed Qualifying Transaction, shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass an ordinary resolution: (i) appointing MNP LLP as auditor of the Company to hold office until the earlier of: (a) the next annual meeting of the shareholders; or (b) the Effective Time; (ii) the appointment of MG LLP as auditor of the Company to hold office from the Effective Time until the next annual meeting of shareholders; and (iii) The Board is hereby authorized to fix the remuneration of the auditor so appointed (the " Auditor Appointment Resolution ").

The determination not to reappoint MNP LLP as auditor of the Company after the Effective Time has been made in the context of the Proposed Qualifying Transaction and not because of any reportable event (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations ). It is anticipated that effective upon completion of the Proposed Qualifying Transaction that MNP LLP will resign as the Company’s auditor and the new slate of directors of the Resulting Issuer will fill the vacancy by the appointment of McGovern Hurley LLP located at 251 Consumers Road, Suite 800, Toronto, M2J 4R3.

In order to be passed, the Auditor Appointment Resolution requires the approval of a majority of the votes cast thereon by holders of Common Shares present in person or represented by proxy at the Meeting. Unless the Shareholder directs that his or her Common Shares are to be withheld from voting in connection with the Auditor Appointment Resolution, the persons named in the enclosed form of proxy intend to vote FOR the Auditor Appointment Resolution.

3. ELECTION OF DIRECTORS FOR THE ENSUING YEAR

By special resolution of the shareholders approved on December 21, 2020, the shareholders empowered the Board to determine, by resolution of the Board, the number of directors within the minimum and maximum number of directors set out in the articles of incorporation of the Company (the " Articles "). The Articles provide that the minimum number of directors of the Company be three (3) and the maximum number of directors of the Company be ten (10). The Board currently consists of three (3) directors to be elected annually. The following table states the names of the persons nominated by management for election as directors, their municipality of residence, any offices with the Company currently held by them, their principal occupations or employment during the past five (5) years, the period or periods of service as directors of the Company and the approximate number of voting securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date hereof. The term of office of each director will be from the date of the meeting at which he is elected until the next annual meeting, or until his successor is elected or appointed.


Name, Province or State and Country of Residence	Principal Occupation	Position with the Company	Served as a Director of the Company since	Number of Common Shares Beneficially Owned or Controlled, Directly or Indirectly(1)	Percentage of Common Shares Owned or Controlled
David D'Onofrio(2) Toronto, ON	Chief Financial Officer of PowerOne Capital Markets Limited; Chartered Accountant	Director	December 21, 2020	700,000	6.30%
Adam Parsons(2) Toronto, ON	Vice President, Corporate Finance, PowerOne Capital Markets Limited	Director	December 21, 2020	150,000	1.35%
Pasquale DiCapo(2) Toronto, ON	Founder and Chief Executive Officer of PowerOne Capital Markets Limited	Chief Executive Officer, Chief Financial Officer, Secretary & Director	December 21, 2020	7,000,000	63.03%

Note:

(1) The information as to voting securities beneficially owned, controlled or directed, not being within the knowledge of the Company, has been furnished by the respective nominees individually.

(2) Member of the Audit Committee.

any of the nominees will be unable to serve as a director but, if a nominee is for any reason unavailable to serve as a director, proxies in favour of management will be voted in favour of the remaining nominees and may be voted for a substitute nominee unless the Shareholder has specified in the proxy that his or her shares are to be withheld from voting in respect of the election of directors.

As at the date of this Circular, the current directors, as a group, directly or indirectly, beneficially own or exercise control or direction over 7,850,000 Common Shares, representing approximately 70.68% of the issued and outstanding Common Shares.

Corporate Cease Trade Orders or Bankruptcies

None of the proposed directors, within ten (10) years before the date of this Circular, has been a director or executive officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than thirty (30) consecutive days (collectively an " Order ") and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Personal Bankruptcies

None of the proposed directors of the Company have, within the ten (10) years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

Penalties and Sanctions

Other than as disclosed below, none of the proposed directors of the Company have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

4. APPROVAL OF 2022 STOCK OPTION PLAN

The Company has adopted a stock option plan (the " 2020 Stock Option Plan ") for senior officers, directors, employees and consultants of the Company. The 2020 Stock Option Plan was adopted by the Board on December 21, 2020. In connection with the Proposed Qualifying Transaction, the Board is recommending that the 2020 Stock Option Plan be replaced with a new stock option plan (the “ 2022 Stock Option Plan ”), which is a rolling 10% plan under Policy 4.4 of the TSXV.

Currently, the only types of security based compensation that have been granted by the Company and that remain outstanding are stock options, of which there are 1,100,000 outstanding. If the 2022 Stock Option Plan is approved by the Company’s shareholders, all outstanding stock options would continue to be outstanding and in force, except that they would henceforth be governed by, and subject to the terms and conditions of, the 2022 Stock Option Plan.

Following the completion of the Proposed Qualifying Transaction, the maximum aggregate number of Common Shares that may be reserved by the Company for issuance and which may be purchased upon the exercise of all options, subject to adjustment of such number pursuant to the provisions of the 2022 Stock Option Plan, shall not exceed 10% of the then issued and outstanding Common Shares of the Company. Accordingly, following the completion of the Proposed Qualifying Transaction, the 2022 Stock Option Plan will be a "rolling plan" as the number

of Common Shares reserved for issuance pursuant to the grant of stock options will increase as the Company’s issued and outstanding share capital increases. At no time will more than 10% of the outstanding shares be subject to grant under the 2022 Stock Option Plan. If a stock option expires, is exercised or otherwise terminates for any reason, the number of Common Shares of the Company in respect of that expired, exercised or terminated stock option shall again be available for the purpose of the 2022 Stock Option Plan. The principal features of the 2022 Stock Option Plan are described in more detail below (see " Statement of Executive Compensation – Stock Option Plan "). The full text of the 2022 Stock Option Plan is reproduced in Schedule “A” of this Circular.

Under Policy 4.4 of the TSXV, the Company must obtain shareholder approval of the 2022 Stock Option Plan at the Meeting. In addition, because the 2022 Stock Option Plan is a rolling 10% plan under TSXV Policy 4.4, in the future, the Company’s shareholders must approve the 2022 Stock Option Plan at each annual meeting of the shareholders.

" BE IT RESOLVED THAT:

the new stock option plan of the Company as described in the management information circular dated February 21, 2022, be and it is hereby confirmed and approved."

In accordance with the policies of the TSXV, the Stock Option Plan must be approved by the majority of votes cast at the Meeting on the resolution. Proxies received in favour of management will be voted FOR the foregoing resolution in respect of the Stock Option Plan, unless a Shareholder has specified in the proxy that his or her Common Shares are to be voted against such resolution.

5. ELECTION OF NEW SLATE OF DIRECTORS SUBJECT TO THE COMPLETION OF THE PROPOSED QUALIFYING TRANSACTION

The following table sets out the names of nominees for individual election as directors of the Company only if the Proposed Qualifying Transaction is completed in accordance with the terms and conditions of the Amalgamation Agreement (the “ Election of the Lithium Ionic Directors ”), each nominee’s municipality of residence, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s principal occupation, business or employment for the five (5) preceding years for new director nominees, the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the date of this Circular.


Name and Municipality of Residence	Principal Occupation for Last Five Years	Proposed Position(s) with the Resulting Issuer	Numbers of Common Shares Beneficially Owned or Controlled(1)

Helio Diniz Bello Horizonte, Brazil	Managing Director of Brazil Potash Corp.	Chief Executive Officer and Director	-

Patrizia Ferraresa(2) Toronto, ON	Vice President (VP) of Business Design and Innovation at Investment Planning Counsel	Independent Director	-

Blake Hylands Toronto, ON	Senior Vice-President of Exploration of Troilus Gold Corporation	Independent Director	-

David Gower Toronto, ON	CEO of Emerita Resources Corp. and CEO of Nobel Resources Corp.	Director	-

Lawrence Guy(2),(3) Toronto, ON	CEO of North 52nd Asset Management Inc.	Director	-

Michael Shuh(2) Toronto, ON	Managing Director, Investment Banking, at Canaccord Genuity	Independent Director	-

Notes:

(1) Prior to completion of the Proposed Qualifying Transaction. (2) Proposed member of the Audit Committee. (3) Proposed Chair of the Audit Committee.

A biography of each of the proposed director nominees, if the Proposed Qualifying Transaction is completed in accordance with the terms and conditions Amalgamation Agreement, are as follows:

Helio Diniz - Chief Executive Officer and Director – Mr. Diniz, has 40 years of experience with exploration and mining activities and has served as the Managing Director of Brazil Potash Corp. since July 2009. Mr. Diniz started his career with GENCOR South Africa where he was involved in the evaluation and development of the Sao Bento gold mine in Brazil currently operated by Eldorado Gold Corp. He then went on to work for Xstrata (now Glencore) as Managing Director Brazil during which he discovered the world class Araguaia Nickel Deposit (over 100 million tonnes, 1.5% Ni). He then went on to set up several companies, such as Falcon Metais and HDX Consultoria, as an entrepreneur to identify, explore and develop mining opportunities in Brazil. During this time, he founded and developed several companies for the Forbes & Manhattan Inc. group in different commodities such as potash – Brazil Potash, phosphate – Aguia Metais, gold – Belo Sun Mining and oil shale – Irati Petroleo e Energia Ltda.

Patrizia Ferrarese – Director – Ms. Ferrarese has more than 20 years of experience in capital markets, entrepreneurship, and strategy consulting. She is currently Vice President (VP) of Business Design and Innovation at Investment Planning Counsel (IPC), overseeing strategic growth initiatives in wealth management. Prior to joining IPC as VP of Product Management, Ms. Ferrarese held senior roles in product management and performance optimization at Tangerine Bank and Praxair, with responsibility for strategic growth across Canada. Her management consulting experience includes engagements in South America and EMEA spanning graphite, oil and gas, and potash industries focused on identifying new market opportunities. Her career includes equity and options market making and trading in North America, culminating in portfolio and commodity trading manager roles as co-founder of an investment management company. Beyond her professional career, Ms. Ferrarese mentors case competition teams at the Rotman School of Management and is a Volunteer Advisor with the Canadian Executive Service Organization (CESO). Ms. Ferrarese is currently pursuing her Doctorate in Business Administration at SDA Bocconi and holds an MBA from Wilfrid Laurier University and a Bachelor of Arts (Honours) in Economics from York University.

Blake Hylands – Director – Mr. Hylands is a Professional Geoscientist with over a decade of experience in advanced and early-stage exploration. Mr. Hylands is currently the Senior Vice President of Exploration for Troilus Gold Corp. where he has built and led a substantial technical team to the discovery of over eight million gold equivalent ounces at their development stage asset in northern Quebec. He has successfully trained and managed large teams with a focus in gold, base metals, and iron ore in Canada and internationally including South America and Europe. He has held numerous board positions for junior mining companies and has extensive professional experience in capital markets and community outreach including executive roles in corporate development and communications with First Nations. Mr. Hylands has a B.Sc in Geology from the University of Western in London Ontario.

David Gower - Director – Mr. Gower has held Executive and Director positions with several junior and midsize mining companies for the past 12 years, including Chief Executive Officer and Director of Emerita Resources, Nobel Resources and President of Brazil Potash Corp. David spent over 20 years with Falconbridge (now Glencore) as Director of Global Nickel and PGM exploration and as a member of the Senior Operating Team for mining projects and operations. He led exploration teams that made brownfield discoveries at Raglan and Sudbury, Matagami, Falcondo, in the Dominican Republic, and greenfield discoveries at Araguaia in Brazil, Kabanga in Tanzania and Amazonas in Brazil. Mr. Gower is a Director of Alamos Gold.

Lawrence Guy – Director – Mr. Guy is Chief Executive Officer of North 52nd Asset Management Inc. and Chair of Emerita Resources Corp. Previously, Larry was a Portfolio Manager with Aston Hill Financial Inc. Prior to Aston Hill, Mr. Guy was Chief Financial Officer and Director of Navina Asset Management Inc., a company he co-founded that was subsequently acquired by Aston Hill Financial Inc. Mr. Guy has also held senior offices at Fairway Capital Management Corp., and First Trust Portfolios Canada Inc. Mr. Guy holds a Bachelor of Arts (Economics) degree from the University of Western Ontario and is a Chartered Financial Analyst.

Michael Shuh – Director – Mr. Shuh is a Managing Director, Investment Banking, at Canaccord Genuity. Mr. Shuh has over 20 years of investment banking experience and leads the Financial Institutions Group at Canaccord Genuity, Canada's largest independent investment bank. In addition to covering traditional financial institutions, Mr. Shuh has

deep expertise in structured finance and special purpose acquisition corporations (SPACs). Mr. Shuh is also is the CEO and Chairman of Canaccord Genuity Growth II Corp., a publicly-listed SPAC that raised $100MM to pursue acquisitions. Mr. Shuh received an Honours, Bachelor of Business Administration from the Lazaridis School of Business & Economics at Wilfrid Laurier University and a Masters of Business Administration from the Richard Ivey School of Business at Western University.

The shareholders will be asked at the Meeting to consider and, if thought appropriate, to pass with or without variation an ordinary resolution to approve, if the Proposed Qualifying Transaction is completed in accordance with the terms and conditions of the Amalgamation Agreement, the Election of the Lithium Ionic Directors, fixing the Board at six (6) members, electing six (6) directors individually and not as a slate to the Board.

Proxies received in favour of management will be voted for the election of the above-named nominees, unless the Shareholder has specified in the proxy that his or her Common Shares are to be withheld from voting in respect thereof. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by management of the Company will be voted FOR the nominees listed in this Circular. Management has no reason to believe that any of the nominees will be unable to serve as a director but, if a nominee is for any reason unavailable to serve as a director, proxies in favour of management will be voted in favour of the remaining nominees and may be voted for a substitute nominee unless the Shareholder has specified in the proxy that his or her shares are to be withheld from voting in respect of the election of directors.

As at the date of this Circular, the Lithium Ionic nominee directors, as a group, directly or indirectly do not own any Common Shares of the Company.

The foregoing information has been furnished by the respective proposed directors.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, none of the proposed directors of the Company have, within ten (10) years before the date of this Circular, has been a director or executive officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than thirty (30) consecutive days (collectively an " Order ") and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Damian Lopez was a director of Braingrid Limited, a Canadian Securities Exchange listed company, which was ceasetraded on July 24, 2020 for failing to file its financial statements. The financial statements have since been filed and the cease trade order has been lifted.

Personal Bankruptcies

Penalties and Sanctions

None of the proposed directors of the Company have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Director Resolution

At the Meeting, shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution approving: (i) the setting of the number of directors of the Company at six (6); the election of Helio Diniz, Patrizia Ferraresa, Blake Hylands, David Gower, Lawrence Guy and Michael Shuh as directors of the Company to hold office until the earlier of: (a) the close of the next annual meeting of shareholders or until their successors are elected or appointed; or (b) the Effective Time, at which time the directors shall be removed as directors of the Company; and (iii) subject to and conditional upon completion of the Proposed Qualifying Transaction, the election of Helio Diniz, Patrizia Ferraresa, Blake Hylands, David Gower, Lawrence Guy and Michael Shuh as directors of the Company to hold office from the Effective Time until the close of the next annual meeting of the shareholders or until their successors are elected or appointed (the " Director Resolution ").

In order to be passed, the Director Resolution requires the approval of a majority of the votes cast thereon by holders of Common Shares present in person or represented by proxy at the Meeting. Unless the Shareholder directs that his or her Common Shares are to be withheld from voting in connection with the Director Resolution, the persons named in the enclosed form of proxy intend to vote FOR the Director Resolution.

6. AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT CONSOLIDATION

At the Meeting, shareholders will be asked to approve the consolidation (the " Consolidation ") of the Common Shares on the basis of one (1) "new" Common Share for every 0.61984671 "old" Common Shares outstanding, or such other ratio that results in the Company having 7,500,000 Common Shares, plus such number of Common Shares resulting from the exercise of all, or part of, the outstanding Common Share purchase warrants, issued and outstanding upon completion of the Consolidation. As at the date of this Circular, there were 11,104,958 Common Shares issued and outstanding. Following the completion of the Consolidation, the Company would have approximately 7,500,000 Common Shares outstanding (subject to rounding at the individual Shareholder level as discussed below, and prior to the issuance of any Common Shares upon exercise of any outstanding convertible securities of the Company). The Consolidation is proposed to be completed in connection with, and as a condition to the completion of, the Proposed Qualifying Transaction which, if completed, will constitute the Qualifying Transaction of the Company in accordance with the CPC Policy. Pursuant to the Proposed Qualifying Transaction, the Company shall acquire all of the issued and outstanding common shares of Lithium Ionic. As consideration, the Company shall issue one (1) postConsolidation Common Share for each issued and outstanding common share of Lithium Ionic, respectively (the " Exchange Ratio "), and further, will issue share purchase warrants, convertible securities and stock options of the Company for each outstanding share purchase warrant, convertible security, and stock option of Lithium Ionic as applicable, pursuant to the Exchange Ratio, which securities of the Company shall be exercisable to acquire postConsolidation Common Shares in lieu of common shares of Lithium Ionic based on the Exchange Ratio and will otherwise bear the same terms and conditions as the Lithium Ionic securities in consideration of which they are issued. Completion of the Proposed Qualifying Transaction is subject to a number of conditions, including, but not limited to, the receipt of all applicable shareholder and regulatory approvals.

Accordingly, at the Meeting, shareholders will be asked to approve a special resolution substantially in the form annexed hereto as Schedule "B" authorizing the Company to effect an amendment to the articles of the Company so as to effect the Consolidation (the " Consolidation Resolution "). Non-registered shareholders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have various procedures for processing the Consolidation. If a Shareholder holds Common Shares with such a bank, broker or other nominee and has any questions in this regard, the Shareholder is encouraged to contact its nominee. No fractional post-Consolidation Common Shares will be issued upon the Consolidation. If as a result of the Consolidation, a Shareholder becomes entitled to a fractional post-Consolidation Common Share, such fraction will be rounded down to the nearest whole number. As a condition to completion of the Proposed Qualifying Transaction, the Company will direct its registrar and transfer agent to send letters of transmittal to holders of Common Shares for use in transmitting their share certificates to the Company’s registrar and transfer agent, TSX Trust Company (the " Depositary "), in exchange for new certificates representing the number of post-Consolidation Common Shares to which such Shareholder is entitled as a result of the Consolidation. Shareholders are encouraged to follow the instructions contained on the letter of transmittal in order to receive the post-Consolidation Common Shares to which they are entitled following the completion of the Consolidation. In order to receive certificates representing postConsolidation Common Shares issued pursuant to the Consolidation, shareholders must deliver to the Depositary (i) their certificates representing Common Shares; (ii) a duly completed letter of transmittal and (iii) such other documents as the Depositary may require. Upon return of a properly completed letter of transmittal, together with certificates

representing Common Shares and such other information as requested by the Depositary, certificates for the appropriate number of post-Consolidation Common Shares will be distributed without charge. Certificates for the post-Consolidation Common Shares issued to a Shareholder who provides the appropriate documentation described above, shall be registered in such name or names and will be delivered to such address or addresses as such holder may direct in the letter of transmittal as soon as practicable after the receipt by the Depositary of the required documents.

Please do not send the letter of transmittal or share certificates to the Depositary until the Company announces

by press release that the Consolidation has become effective . No delivery of a certificate evidencing a postConsolidation Common Share to a Shareholder will be made until the Shareholder has surrendered its current issued certificates. Until surrendered, each certificate formerly representing old Common Shares shall be deemed for all purposes to represent the number of post-Consolidation Common Shares to which the holder is entitled as a result of the Consolidation. In order to be adopted, the Consolidation Resolution must be approved by at least two-thirds (66 ⅔%) of the votes cast by the holders of the Common Shares, either present in person or represented by proxy at the Meeting. If the Consolidation Resolution is adopted by the shareholders at the Meeting, the Company currently intends to file the articles of amendment contemporaneously with the completion of the Proposed Qualifying Transaction. The articles of amendment will not have any effect on the operations of the Company, other than as noted above. The Consolidation remains subject to regulatory approval, including without limitation, approval of the TSXV.

The Board has unanimously approved the Consolidation and recommends that the shareholders vote FOR the Consolidation Resolution.

The Consolidation Resolution must be approved by at least two-thirds (66 ⅔%) of the votes cast in person or by proxy at the Meeting. It is the intention of the persons named in the enclosed proxy, in the absence of instructions to the contrary, to vote the proxy FOR the Consolidation Resolution.

The Consolidation will not be effective until all applicable filings are complete. The Board reserves the right to revoke all or part of the articles of amendment at any time prior to their becoming effective, or to not proceed with the filing of the articles of amendment at all.

7. AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT NAME CHANGE

The Company’s name "POCML 6 Inc." was chosen by the incorporators of the Company for use while the Company is a Capital Pool Company (as defined in the policies of the TSXV) (“ CPC ”). Upon completion of the Proposed Qualifying Transaction, the Company shall cease to be a CPC, and the business of Lithium Ionic as currently contemplated to be constituted will be the business of the Company. In connection therewith, the Company intends to change its name to "Lithium Ionic Corp.", or such other similar name as the Board, in its sole discretion and as is acceptable to the TSXV, deems appropriate (the " Name Change "). Management feels that the Name Change is in the best interests of the Company in order to reflect the change in its business activities upon completion of the Proposed Qualifying Transaction.

Accordingly, at the Meeting, shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the amendment of the articles of incorporation of the Company to effect the Name Change, the text of which is annexed hereto as Schedule "B" (the " Name Change Resolution ").

The amendment to the articles to affect the Name Change must be approved by special resolution in order to become effective. To pass, a special resolution requires the affirmative vote of not less than two-thirds of the votes cast by the holders of the Common Shares, either present in person or represented by proxy at the Meeting. If the Name Change Resolution is adopted by the shareholders at the Meeting, the Company currently intends to file the articles of amendment contemporaneously with the completion of the Proposed Qualifying Transaction. The articles of amendment will not have any effect on the operations of the Company, other than as noted above. The Name Change remains subject to regulatory approval, including without limitation, approval of the TSXV. If the holders of Common Shares do not approve the special resolution, the Name Change will not proceed. Shareholders are urged to vote in favour of this special resolution.

The Board has unanimously approved the Name Change and recommends that the shareholders vote FOR the Name Change Resolution.

The Name Change Resolution must be approved by at least two third (66⅔%) of the votes cast in person or by proxy at the Meeting. It is the intention of the persons named in the enclosed proxy, in the absence of instructions to the contrary, to vote the proxy FOR of the Name Change Resolution.

The Name Change will not be effective until all applicable filings are complete. The Board reserves the right to revoke all or part of the articles of amendment at any time prior to their becoming effective, or to not proceed with the filing of the articles of amendment at all.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officer

Under applicable securities legislation, the Company is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer, the Chief Financial Officer and the most highly compensated executive officer of the Company as at December 31, 2021 whose total compensation was more than $150,000 for the financial year of the Company ended December 31, 2021 (collectively the " Named Executive Officers ") and for the directors of the Company.

Compensation Discussion and Analysis

As a CPC, the Company is prohibited from payments of any kind, directly or indirectly, to its Named Executive Officers or directors until the completion of a "Qualifying Transaction" unless otherwise permitted by the CPC Policy. Accordingly, the Company did not provide any cash or incentive compensation to the Named Executive Officers during the fiscal period ended December 31, 2021, other than the grant of stock options described below.

Summary Compensation Table

The following table provides a summary of compensation paid, directly or indirectly, for each of the two (2) most recently completed financial years to the Named Executive Officers and the directors of the Company:


TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Pasquale DiCapo Chief Executive Officer, Chief Financial Officer, Secretary and Director	2021 2020	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Adam Parsons Director	2021 2020	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
David D’Onofrio Director	2021 2020	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil

Stock Options and Other Compensation Securities

The following table provides a summary of all compensation securities granted or issued to each Named Executive Officer and to each director of the Company during the most recently completed financial year of the Company for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries:


		COMPENSATION SECURITIES

Name and position	Type of compensatio n security	Number of compensation securities, number of underlying securities, and % of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on the date immediately prior to the date of completing the IPO ($)	Closing price of security or underlying security at year end ($)	Expiry date

Adam Parson Director	Stock Options	50,000	April 6, 2021	0.10	0.10	0.48	April 6, 2026

Pasquale DiCapo Chief Executive Office, Chief Financial Officer, Secretary & Director	Stock Options	550,000	April 6, 2021	0.10	0.10	0.48	April 6, 2026

David D’Onofrio Director	Stock Options	500,000	April 6, 2021	0.10	0.10	0.48	April 6, 2026

None of the Named Executive Officers or directors of the Company exercised any compensation securities during the most recently completed financial year of the Company.

Stock Option Plan

The Company adopted the 2020 Stock Option Plan for senior officers, directors, employees and consultants of the Company. The 2020 Stock Option Plan was adopted by the Board on December 21, 2020. In connection with the Proposed Qualifying Transaction, the Board is recommending that the 2020 Stock Option Plan be replaced with a new stock option plan (the “ 2022 Stock Option Plan ”), which is a rolling 10% plan under Policy 4.4 of the TSXV.

The purpose of the 2022 Stock Option Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares. The 2022 Stock Option Plan is administered by the board of directors of the Company, which has full and final authority with respect to the granting of all Options thereunder.

The 2022 Stock Option Plan provides that the aggregate number of securities reserved for issuance under the 2022 Stock Option Plan, combined with any other compensation securities of the Company will not exceed 10% of the number of Common Shares issued and outstanding from time to time. Options (“ Options ”) may be granted under the 2022 Stock Option Plan to service providers of the Company and its affiliates, as the board of directors of the Company may from time to time designate. The exercise price of each Option shall be determined by the board of directors of the Company in its sole discretion, at the time such Option is allocated under the 2022 Stock Option Plan, and cannot be less than the Discounted Market Price (as defined in the policies of the TSXV). All Options granted under the 2022 Stock Option Plan will expire no later than the date that is ten (10) years from the date that such Options are granted.

The 2022 Stock Option Plan provides for the following restrictions: (a) no service provider may be granted an Option if that option would result in the total number of stock options granted to the Participant in the previous 12 months, exceeding 5% of the issued and outstanding Common Shares unless the Company has obtained disinterested shareholder approval in accordance with TSXV policies; (b) the aggregate number of Options granted to Service Providers conducting Investor Relations Activities (as defined in TSXV Policies) in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant; and (c) the aggregate number

of Options granted to any one consultant in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant, without prior consent of the TSXV.

If a holder of Options (“ Optionee ”) ceases to be a director of the Company or ceases to be employed by the Company (other than by reason of death), or ceases to be a consultant of the Company as the case may be, Options may be exercised after the Optionee has left his/her employ/office or has been advised by the Company that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows: (a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option; (b) an Option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the board of directors of the Company as at the date of grant or agreed to by the board of directors of the Company and the Optionee at any time prior to expiry of the Option) after the date of termination, and only to the extent that such Option was vested at the date of termination; and (c) in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal, will immediately terminate on the date of termination without right to exercise same.

Optionees may elect to exercise an Option, in whole or in part, on a “cashless exercise” (“ Cashless Exercise ”) basis or a “net exercise” (“ Net Exercise ”) basis. In connection with a Cashless Exercise of Options, a brokerage firm will loan money to an Optionee to purchase Common Shares underlying the Options, and will sell a sufficient number of Common Shares to cover the exercise price of the Options in order to repay the loan made to the Optionee and the Optionee retains the balance of the Common Shares. In connection with a Net Exercise of Options, an Optionee would receive such number of Common Shares equal in value to the difference between the Option price and the fair market value of the Common Shares on the date of exercise, computed in accordance with the terms of the 2022 Stock Option Plan.

The foregoing information is intended to be a brief description of the 2022 Stock Option Plan and is qualified in its entirety by the full text of the 2022 Stock Option Plan, which is reproduced in Schedule “A” of this Circular.

Employment, Consulting and Management Agreements

There are no employment, consulting or management agreements in place with any of the Named Executive Officers or the directors of the Company.

Pension Disclosure

There are no pension or retirement plan in place for the Named Executive Officers or the directors of the Company.

Termination and Change of Control Benefits

The Company has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or has previously acted as a Named Executive Officer or director of the Company in connection with or related to the retirement, termination or resignation of such person. The Company has not provided any compensation to such persons as a result of a change of control of the Company, its subsidiaries or affiliates. The Company is not party to any compensation plan or arrangement with Named Executive Officers or directors of the Company resulting from the resignation, retirement or the termination of employment of such person.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information in respect of the Company’s equity compensation plans under which equity securities of the Company are authorized for issuance, aggregated in accordance with all equity plans previously approved by the Company’s shareholders and all equity plans not approved by the Company’s shareholders as at the end of the period ended December 31, 2021:

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options (#)	Weighted Average Exercise Price of Outstanding Options ($)	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (#)
Equity compensation plans approved by securityholders	1,100,000	0.10	Nil
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	1,100,000	0.10	Nil
*Note:*

(1) The 2020 Stock Option Plan is a "rolling" stock option plan whereby the maximum number of Common Shares that may be reserved for issuance pursuant to the 2020 Stock Option Plan will not exceed 10% of the issued shares of the Company at the closing of the Company’s initial public offering on April 6, 2021. As of December 31, 2021, nil Common Shares may be reserved for issuance pursuant to the 2020 Stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as otherwise disclosed in this Circular, no director, executive officer or principal shareholder of the Company, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year end or in any proposed transaction that has materially affected or will materially affect the Company.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer of the Company or person who acted in such capacity in the last financial year of the Company, or any other individual who at any time during the most recently completed financial year of the Company was a director of the Company or any associate of the Company, is indebted to the Company, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 ( Disclosure of Corporate Governance Practices ) (" NI 58-101 ") requires the Company to disclose its corporate governance practices by providing in the Circular the disclosure required by Form 58-101F2. NI 58-201 establishes corporate governance guidelines which apply to all public companies.

The Board believes that good corporate governance improves corporate performances and benefits all shareholders. The Canadian Securities Administrators (the " CSA ") have adopted NP 58-201, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented NI 58-101, which prescribes certain disclosure by the Company of its corporate governance practices. This section sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101.

Board of Directors

National Instrument 52-110 (" NI 52-110 ") provides that a director is independent if he or she has no direct or indirect "material relationship" with the company. "Material relationship" is defined as a relationship which could, in the view of the company’s board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

In connection with the Proposed Qualifying Transaction, of the proposed nominees, each of Helio Diniz, Lawrence Guy and David Gower is an "inside" or management director and accordingly is considered not "independent". Each of Patrizia Ferrarese, Blake Hylands and Michael Shuh is considered by the Board to be "independent", within the meaning of NI 52-110. In assessing Form 58-101F1 and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors.

The mandate of the Board is to act in the best interests of the Company and to supervise management. The Board will be responsible for approving long-term strategic plans and annual operating budgets recommended by management. The Boards’ consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions. Any responsibility which is not delegated to management or to the committees of the Board remains with the Board. The Board meets on a regular basis consistent with the state of the Company’s affairs and also from time to time as deemed necessary to enable it to fulfill its responsibilities.

Directorships

The following table sets forth the directors of the Company who currently hold directorships with other reporting issuers:


Name of Director	Reporting Issuer
David D’Onofrio	White Gold Corp. (TSXV), BC Moly Ltd. (TSXV), ESG Capital 1 Inc. (TSXV)
Pasquale DiCapo	Firm Capital Apartment Real Estate Investment Trust (TSXV), ESG Capital 1 Inc. (TSXV)
Adam Parsons	BC Moly Ltd. (TSXV)

Continuing Education

When new directors are appointed, they will receive orientation, commensurate with their previous experience, on the Company’s properties, business and industry and on the responsibilities of directors. Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by the applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation

The Board will determine the compensation for the directors and Named Executive Officers of the Company. A summary of the compensation received by the Named Executive Officers and directors of the Company for the fiscal year ended December 31, 2020 is provided in this Circular under the heading: "Statement of Executive Compensation". Other than the Audit Committee described in this Circular under the heading "Audit Committee", the Board has no other committees.

Assessments

The Board regularly assesses its own effectiveness and the effectiveness and contribution of each Board committee

and director.

AUDIT COMMITTEE INFORMATION REQUIRED IN THE CIRCULAR OF A VENTURE ISSUER

NI 52-110 requires that certain information regarding the Audit Committee of a "venture issuer" (as that term is defined in NI 52-110) be included in the management information circular sent to shareholders in connection with the issuer’s annual meeting.

Audit Committee Charter

The full text of the charter of the Company’s Audit Committee is attached hereto as Schedule "C".

Composition of the Audit Committee

The Audit Committee members are currently David D'Onofrio, Adam Parsons and Pasquale DiCapo, each of whom is a director and financially literate. Adam Parsons and David D’Onofrio are independent in accordance with NI 52110. Pasquale DiCapo is not independent by virtue of his management position with the Company.

Relevant Education and Experience

The following are details regarding the relevant education and experience of each member of the Audit Committee relevant to the performance of his duties as a member of the Audit Committee:

David D’Onofrio, Director

Mr. D’Onofrio is the Chief Financial Officer of PowerOne Capital Markets Limited, a merchant bank headquartered in Toronto, Ontario. As the Chief Financial Officer, Mr. D’Onofrio is active in advising and structuring corporate finance transactions and conducting due diligence. Mr. D’Onofrio is a chartered accountant who has acted in both audit and international taxation advisory roles with two Toronto based public accounting firms where he worked extensively with small/medium sized private and public companies, with a specific focus on early-stage resource, technology and health science companies, both foreign and domestic. Mr. D’Onofrio is also a member of the Institute of Corporate Directors and has acted as a corporate director, officer and advisor to several publicly listed companies in the past. Prior to joining PowerOne, worked at Collins Barrow LLP and Deloitte & Touche LLP in senior advisory roles.

Adam Parsons, Director

Mr. Parsons is Vice President, Corporate Finance at PowerOne Capital Markets Limited, where he supports the firm’s corporate finance and investment banking functions for a range of industries including natural resources, technology and health care. Prior to joining PowerOne Capital Markets Limited, he held various engineering roles in the natural resource & technology industries. Mr. Parsons holds a Bachelor of Engineering from Memorial University.

Pat DiCapo, Chief Executive Officer, Chief Financial Officer, Secretary and Director

Mr. DiCapo is a founder of PowerOne Capital Markets Limited. Since founding PowerOne Mr. DiCapo has been involved in over 450 transactions involving emerging private and public companies with a total value in excess of $3 billion. Prior to founding PowerOne, Mr. DiCapo worked at Smith Lyons LLP (now Gowlings LLP) in Toronto and with Goodwin Procter LLP in Boston, MA. Mr. DiCapo is a graduate of Osgoode Hall Law School and a member of the Ontario Bar Association and the Law Society of Upper Canada. Mr. DiCapo is also very passionate about supporting numerous charitable organizations, as well as assisting with the continued development of PowerOne’s industry by acting as a Member of the TSX-V Ontario Advisory Committee.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Audit Fees

The following table provides details in respect of audit and tax fees billed by the external auditor of the Company for professional services rendered to the Company during the years ended December 31, 2020:


Year	Audit Fees ($)	Audit Related Fees	Tax Fees ($)	All Other Fees
	10,000	Nil	Nil	10,000
Year ended December 31, 2020

Audit Fees – aggregate fees billed for professional services rendered by the auditor for the audit of the Company’s annual financial statements as well as services provided in connection with statutory and regulatory filings.

Audit-Related Fees – audit-related fees that are paid for assurance and related services rendered by the auditors that are not reported under "Audit Fees".

Tax Fees – aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

All Other Fees – aggregate fees billed for professional services which included accounting advice.

INTEREST OF INFORMED PERSON IN MATERIAL TRANSACTIONS

No director, executive officer or principal shareholder of the Company, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the Company’s incorporation or in any proposed transaction that has materially affected or will materially affect the Company.

STATUTORY RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides security holders of the Company with, in addition to any other rights that they may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or a notice that is required to be delivered to such security holders. However, such rights must be exercised within prescribed time limits. The Company’s security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

The management knows of no matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters which are not known to the management should properly come before the Meeting, the accompanying proxy will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Securityholders may contact the Company in order to request copies of the Company’s financial statements at the offices of the Company at 130 King Street West, Suite 2210, Toronto, Ontario M5X 1E4. Financial information about the Company may be found in the Company’s financial statements and Management’s Discussion and Analysis for the fiscal period ended December 31, 2020.

GENERAL

The contents and the sending of the Notice of Meeting and this Circular to each Shareholder of the Company entitled thereto, each director of the Company, the auditor of the Company and, where required, all applicable securities regulatory authorities have been approved by the Board of the Company.

DATED at Toronto, Ontario, this 21[st] day of February, 2022.

BY ORDER OF THE BOARD

"David D’Onofrio" (signed) Director

SCHEDULE "A"

POCML 6 INC.

2022 STOCK OPTION PLAN

(please see attached)

POCML 6 INC. (the “Company”)

STOCK OPTION PLAN

Dated for Reference February 18, 2022

ARTICLE 1 PURPOSE AND INTERPRETATION

1.1 Purpose

The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with TSX Venture Policies (as defined herein) (or, if applicable, NEX Policies) and any inconsistencies between this Plan and TSX Venture Policies (or, if applicable, NEX Policies) will be resolved in favour of the latter.

1.2 Definitions

In this Plan

(a) “Affiliate” means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;
(b) “Associate” has the meaning set out in the Securities Act;
(c) “Black-out Period” means an interval of time during which the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of undisclosed material information pertaining to the Company, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with a company’s insider-trading policy or applicable securities legislation, (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Company or in respect of an Insider, that Insider, is subject);
(d) “Board” means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan;
(e) “Cause” means “Just Cause” as defined in the Participant’s employment agreement or agreement for services with the Company or one of its Affiliates, or if such term is not defined or if the Participant has not entered into an employment agreement or agreement for services with the Company or one of its Affiliates, then any circumstance that would permit the Company to terminate a Participant’s employment or agreement for services without notice of termination, or payment in lieu of notice of termination, severance pay or benefits continuation under the applicable law;
(f) “Change of Control” means the occurrence of any of:
(i) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in

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concert (other than the Company or any of its affiliates or subsidiary) thereafter acquires the direct or indirect “beneficial ownership” (as defined in the Business Corporations Act (Ontario)) of, or acquires the right to exercise control or direction over, securities of the Company representing 50% or more of the then issued and outstanding voting securities of the Company in any manner whatsoever, including, without limitation, as a result of a take-over bid, an issuance or exchange of securities, an amalgamation of the Company with any other person, an arrangement, a capital reorganization or any other business combination or reorganization

(ii) the sale, assignment or other transfer of all or substantially all of the assets of the Company to a person or any group of two or more persons acting jointly or in concert (other than a wholly-owned subsidiary of the Company);
(iii) the occurrence of a transaction requiring approval of the Company’s security holders whereby the Company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than an exchange of securities with a wholly-owned subsidiary of the Company;
(iv) a majority of the Board consists of individuals which management of the Company has not nominated for election or appointment as directors; or
(v) the Board passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred;
(g) “Common Shares” means the common shares without par value in the capital of the Company providing such class is listed on the TSX Venture or Toronto Stock Exchange (or, NEX, as the case may be);
(h) “Company” means the company named at the top hereof and includes, unless the context otherwise requires, all of its Affiliates and successors according to law;
(i) “Consultant” means, in relation to the Company, an individual (other than a Director, Officer or Employee of the Company or any of its subsidiaries) or Company that:
(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to any of its subsidiaries, other than services provided in relation to a Distribution;
(ii) provides the services under a written contract between the Company or any of its subsidiaries and the individual or the Company, as the case may be; and
(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or of any of its subsidiaries;

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(j) “Consultant Company” means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner;
(k) “Date of Termination” means, for a Service Provider, the last day that the Service Provider actively provides services to the Company without regard to any notice of termination or pay in lieu of notice thereof, deemed or notional notice period, or period during which the Service Provider receives pay in lieu of notice, termination pay, severance payments, or salary continuance, whether pursuant to statute, agreement, common law or otherwise;
(l) “Director” means a director (as defined under applicable securities laws) of the Company or any of its subsidiaries;
(m) “Discounted Market Price” has the meaning assigned by Policy 1.1 of the TSX Venture Policies;
(n) “Disinterested Shareholder Approval” means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;
(o) “Distribution” has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;
(p) “Effective Date” for an Option means the date of grant thereof by the Board;
(q) “Employee” means:
(i) an individual who is considered an employee of the Company or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;
(ii) an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or
(iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source;
(r) “Exchange Hold Period” has the meaning assigned by Policy 1.1 of the TSX Venture Policies;
(s) “Exercise Price” means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms hereof;

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(t) “Expiry Date” means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan;
(u) “Insider” means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company;
(v) “Investor Relations Activities” has the meaning assigned by Policy 1.1 of the TSX Venture Policies;
(w) “Management Company Employee” means an individual employed by a company providing management services to the Company which services are required for the ongoing successful operation of the business enterprise of the Company;
(x) “Market Price” has the meaning assigned by Policy 1.1 of the TSX Venture Policies;
(y) “NEX” means a separate board of the TSX Venture for companies previously listed on the TSX Venture or the Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets;
(z) “NEX Policies” means the rules and policies of NEX as amended from time to time;
(aa) “Officer” means an officer (as defined under applicable securities laws) of the Company or any of its subsidiaries;
(bb) “Option” means the right to purchase Common Shares granted hereunder to a Service Provider;
(cc) “Option Commitment” means the notice of grant of an Option delivered by the Company hereunder to a Service Provider and substantially in the form of Schedule “A” attached hereto;
(dd) “Optioned Shares” means Common Shares that may be issued in the future to a Service Provider upon the exercise of an Option;
(ee)
“Optionee” means the recipient of an Option hereunder;
(ff) “Outstanding Shares” means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time;
(gg) “Participant” means a Service Provider that becomes an Optionee;
(hh)
“Person” includes a company, any unincorporated entity, or an individual;
(ii) “Plan” means this stock option plan, the terms of which are set out herein or as may be amended;
(jj) “Plan Shares” means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in Section 2.2;

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(kk) “Regulatory Approval” means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over the Plan and any Options issued hereunder;
(ll) “Securities Act” means the Securities Act , R.S.O. 1990, c. S.5, or any successor legislation;
(mm) “Service Provider” means a Person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Consultant Company, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;
(nn) “Share Compensation Arrangement” means any Option under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to a Service Provider;
(oo) “Shareholder Approval” means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders’ meeting;
(pp) “Take Over Bid” means a take over bid as defined in National Instrument 62104 (Take-over Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Company;
(qq) “TSX Venture” means the TSX Venture Exchange and any successor thereto;
(rr) “TSX Venture Policies” means the rules and policies of the TSX Venture as amended from time to time; and
(ss) “VWAP” means the volume weighted average trading price of the Company’s Common Shares on the TSX Venture calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the exercise of the subject Option.

1.3 Other Words and Phrases

Words and phrases used in this Plan but which are not defined in the Plan, but are defined in the TSX Venture Policies (and, if applicable, the NEX Policies), will have the meaning assigned to them in the TSX Venture Policies (and, if applicable, NEX Policies).

1.4 Gender

Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2 STOCK OPTION PLAN

2.1 Establishment of Stock Option Plan

The Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

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2.2 Maximum Plan Shares

The maximum aggregate number of Plan Shares that may be reserved for issuance under the Plan at any point in time is 10% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under Share Compensation Arrangements other than this Plan, unless this Plan is amended pursuant to the requirements of the TSX Venture Policies (and, if applicable, NEX Policies).

2.3 Eligibility

Options to purchase Common Shares may be granted hereunder to Service Providers of the Company, or its affiliates, from time to time by the Board. Service Providers that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Company is obtained.

2.4 Options Granted Under the Plan

All Options granted under the Plan will be evidenced by an Option Commitment in substantially in the form attached as Schedule ““A” (or in such other form as determined by the Company), showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

2.5 Limitations on Issue

Subject to Section 2.9, the following restrictions on issuances of Options are applicable under the Plan:

(a) no Service Provider can be granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in the previous 12 months, exceeding 5% of the Outstanding Shares, unless the Company has obtained Disinterested Shareholder Approval to do so;
(b) the aggregate number of Options, together with any other Share Compensation Arrangements, granted to all Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture (or NEX, as the case may be); and
(c) the aggregate number of Options, together with any other Share Compensation Arrangements, granted to any one Consultant in any 12 month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture (or the NEX, as the case may be).

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2.6 Exercised and Unexercised Options

In the event an Option granted under the Plan is exercised, expires unexercised or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to the Plan and will be eligible for re-issuance.

2.7 Administration of the Plan

The Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to

(a) allot Common Shares for issuance in connection with the exercise of Options;
(b) grant Options hereunder;
(c) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue the Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under the Plan unless the alteration or impairment occurred as a result of a change in the TSX Venture Policies or the Company’s tier classification thereunder; and
(d) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do.

2.8 Amendment of the Plan by the Board of Directors

Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify the Plan or any Option granted as follows:

(a) amendments which are of a typographical, grammatical, clerical nature only;
(b) amendments of a housekeeping nature;
(c) changes to the vesting provisions of an Option granted hereunder, subject to prior written approval of the TSX Venture, if applicable;
(d) changes to the termination provision of an Option granted hereunder which does not entail an extension beyond the lesser of the original Expiry Date of such Option or 12 months from termination;
(e) amendments necessary as a result in changes in securities laws applicable to the Company or any requested changes by the TSX Venture;
(f) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, amendments as may be required by the policies of such senior stock exchange or stock market; and

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(g) such amendments as reduce, and do not increase, the benefits of this Plan to Service Providers.

2.9 Amendments Requiring Disinterested Shareholder Approval

The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(a) the Plan, together with all of the Company’s other Share Compensation Arrangements, could result at any time in:
(i) the aggregate number of Common Shares reserved for issuance under Options granted to Insiders exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares;
(ii) the number of Optioned Shares issued to Insiders within any 12-month period exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares; or,
(iii) the issuance to any one Optionee, within any 12-month period, of a number of Common Shares exceeding 5% of the Outstanding Shares; or
(b) any reduction in the Exercise Price of an Option previously granted to an Insider, or the extension of the term of an Option, if the Participant is an Insider at the time of the proposed amendment.

2.10 Options Granted Under the Company’s Previous Stock Option Plans

Any option granted pursuant to a stock option plan previously adopted by the Board which is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions hereof.

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

3.1 Exercise Price

The Exercise Price of an Option will be set by the Board at the time such Option is allocated under the Plan, and cannot be less than the Discounted Market Price.

3.2 Term of Option

The term of an Option will be set by the Board at the time such Option is allocated under the Plan. An Option can be exercisable for a maximum of 10 years from the Effective Date.

3.3 Option Amendment

Subject to Section 2.9(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture, or the date of the last amendment of the Exercise Price.

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An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in Section 3.2

Except as provided under TSX Venture Policies, any proposed amendment to the terms of an Option must comply with the TSX Venture Policies and be approved by the TSX Venture prior to the exercise of such Option.

3.4 Vesting of Options

Subject to Section 3.5, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:

(a) the Service Provider remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or
(b) the Service Provider remaining as a Director of the Company or any of its Affiliates during the vesting period.

3.5 Vesting of Options Granted to Consultants Conducting Investor Relations Activities

Notwithstanding Section 3.4, Options granted to Consultants conducting Investor Relations Activities will vest such that:

(a) no more than 25% of the Options vest no sooner than three months after the Options were granted;
(b) no more than another 25% of Options vest no sooner than six months after the Options were granted;
(c) no more than 25% of Options vest no sooner than nine months after the Options were granted; and
(d) the remainder of the Options vest no sooner than 12 months after the Options were granted.

3.6 Effect of Take-Over Bid

If a Take Over Bid is made to the shareholders generally then the Company shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding Section 3.4 and Section 3.5 or any vesting requirements set out in the Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture (or the NEX, as the case may be) for vesting requirements imposed by the TSX Venture Policies.

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3.7 Acceleration of Vesting on Change of Control

In the event of a Change of Control occurring, Options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the Change of Control, excluding Options granted to a Person engaged in Investor Relations Activities.

3.8 Extension of Options Expiring During Blackout Period

Should the Expiry Date for an Option fall within a Blackout Period, or within nine (9) Business Days following the expiration of a Blackout Period, such Expiry Date shall, subject to approval of the TSX Venture (or the NEX, as the case may be), be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Blackout Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan. Notwithstanding Section 2.7, the tenth Business Day period referred to in this Section 3.8 may not be extended by the Board.

3.9 Optionee Ceasing to be Director, Employee or Service Provider

Options may be exercised after the Service Provider has left his/her employ/office or has been advised by the Company that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:

(a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;
(b) an Option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the Termination Date, and only to the extent that such Option was vested at the Termination Date; and
(c) in the case of an Optionee being dismissed from employment or service for Cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate on the Termination Date without right to exercise same.

3.10 Non Assignable

Subject to Section 3.9(a), all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

3.11 Adjustment of the Number of Optioned Shares

The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of

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which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;

(b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;
(c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;
(d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this Section 3.11;
(e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;
(f) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this Section 3.11, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company;
(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this Section 3.11, such questions will be conclusively determined by the Company’s auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Toronto, Ontario (or in the city of the Company’s principal executive office) that the Company may designate and who will be granted access to all appropriate records and such determination will be binding upon the Company and all Optionees; and

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(h) any adjustment, other than in connection with a security consolidation or security split, to Options granted or issued under the Plan is subject to the prior acceptance of the TSX Venture, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

ARTICLE 4 COMMITMENT AND EXERCISE PROCEDURES

4.1 Option Commitment

Upon grant of an Option hereunder, an authorized officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to the Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of Optionees.

4.2 Manner of Exercise

An Optionee who wishes to exercise his Option may do so by delivering:

(a) a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and
(b) a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired, plus any required withholding tax amount subject to Section 4.4.

4.3 Cashless Exercise

Subject to the provisions of the Plan (including, without limitation, Section 4.4), once an Option has vested and become exercisable, an Optionee may elect to exercise such Option by either:

(a) excluding Options held by any Investor Relations Service Provider, a “net exercise” procedure in which the Company issues to the Optionee, Common Shares equal to the number determined by dividing (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject Options by (ii) the VWAP of the underlying Common Shares; or
(b) a broker assisted “cashless exercise” in which the Company delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Company to sell the Common Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding obligations a determined by the Company against delivery of the Common Shares to settle the applicable trade.

An Option may be exercised pursuant to this Section 3.4 from time to time by delivery to the Company, at its head office or such other place as may be specified by the Company of (i) written notice of exercise specifying that the Optionee has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of

– 13 –

the Optionee or the Company arising under applicable law and verified by the Company to its satisfaction (or by entering into some other arrangement acceptable to the Company in its discretion, if any). The Participant shall comply with Section 4.4 of this Plan with regard to any applicable required withholding obligations and with such other procedures and policies as the Company may prescribe or determine to be necessary or advisable from time to time including prior written consent of the Board in connection with such exercise.

4.4 Tax Withholding and Procedures

Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in Section 4.2 and elsewhere in this Plan, and as a condition of exercise:

(a) deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or
(b) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded;

and must in all other respects follow any related procedures and conditions imposed by the Company.

4.5 Delivery of Optioned Shares and Hold Periods

As soon as practicable after receipt of the notice of exercise described in Section 4.2 or Section 4.3 as applicable, and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares. An Exchange Hold Period will be applied from the date of grant for all Options granted to:

(a) Insiders of the Company; or
(b) where Options are granted to any Service Provider, including Insiders, where the Exercise Price is at a discount to the Market Price.

Pursuant to TSX Venture Policies, where the Exchange Hold Period is applicable, the certificate representing the Optioned Shares or written notice in the case of uncertificated shares will include a legend stipulating that the Optioned Shares issued are subject to a four-month Exchange Hold Period commencing the date of the Option Commitment.

ARTICLE 5 GENERAL

5.1 Employment and Services

Nothing contained in the Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by an Optionee is voluntary.

– 14 –

5.2 No Representation or Warranty

The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of the Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.

5.3 Interpretation

The Plan will be governed and construed in accordance with the laws of the Province of Ontario.

5.4 Continuation of Plan

The Plan will become effective from and after the date first set out above, and will remain effective provided that the Plan, or any amended version thereof, receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Company subsequent to such effective date.

5.5 Amendment of the Plan

The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate the Plan with respect to all Common Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of the Plan will be subject to any necessary Regulatory Approvals unless the effect of such amendment is intended to reduce (but not to increase) the benefits of this Plan to Service Providers.

SCHEDULE “A” STOCK OPTION PLAN OPTION COMMITMENT

Notice is hereby given that, effective this __ day of _, pursuant to the provisions of the Stock Option Plan (the “ Plan ”) of POCML 6 INC. (the “ Company ”), the Company has granted to ____ (the “ Optionee ”), an Option to acquire _ Common Shares (“Optioned Shares”) up to 5:00 p.m. (Toronto Time) on the ___ day of __, _ (the “ Expiry Date ”), or such earlier date as determined in accordance with the terms of the Plan, at an Exercise Price of Cdn$____ per share.

[Optioned Shares are to vest immediately.]

OR

[Optioned Shares will vest ( INSERT VESTING SCHEDULE AND TERMS )]

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Plan, which are hereby incorporated herein and form part hereof. This Option Commitment and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Commitment is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail.

To exercise the Option, (1) deliver a written notice in the form attached as Schedule “B to the Plan (or in such other form as established by the Company) specifying the number of Optioned Shares you wish to acquire, together with a certified cheque, wire transfer or bank draft payable to the Company for the aggregate exercise price, or (2) if the Optionee wishes to exercise the Option on a “net exercise” basis or “cashless exercise” basis in accordance Section 4.3(a) or Section 4.3(b) of the Plan and the Company’s Board of Directors approves the exercise on a “net exercise” basis or “cashless exercise” basis, deliver a written notice and comply with such other conditions as established by the Company for a “net exercise” or “cashless exercise”. A certificate, or written notice in the case of uncertificated shares, for the Optioned Shares so acquired will be issued by the Company or its transfer agent, if applicable, as soon as practicable thereafter and may bear a restrictive legend if required under applicable securities laws or the policies of the TSX Venture Exchange.

[ Note: If a four month hold period is applicable under the policies of the TSX Venture Exchange, the following legend must be placed on the certificate or the written notice in the case of uncertificated shares.

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [ insert date 4 months from the date of grant ]”.]

The Company and the Optionee represent that the Optionee, under the terms and conditions of the Plan, is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under TSX Venture Policies.

16 -

The Optionee also acknowledges and consents to the collection and use of Personal Information (as defined in the Policies of the TSX Venture Exchange) by both the Company and the TSX Venture Exchange (or the NEX, as the case may be) as more particularly set out in the Acknowledgement - Personal Information in use by the TSX Venture Exchange (or the NEX, as the case may be) on the date of this Option Commitment.

POCML 6 INC.

Authorized Signatory

[Insert name of Optionee]

The Optionee acknowledges receipt of a copy of the Plan and represents to the Company that the Optionee is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Optionee agrees to execute, deliver, file and otherwise assist the Company in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by applicable regulatory authorities.

Signature of Optionee: Date signed: Signature Print Name Address

SCHEDULE “B” TO STOCK OPTION PLAN

POCML 6 INC. 36 Lombard Road Toronto, Ontario M5C 2X3

Re: Employee Stock Option Exercise

Attn: Stock Option Plan Administrator, POCML 6 Inc. (the “Company”)

This letter is to inform POCML 6 Inc. that I, ___ __, wish to exercise __ options, at __ per share, on this __ day of _, 202.

Payment issued in favour of POCML 6 Inc. for the amount of $_______ will be forwarded, including withholding tax amounts.

Please register the share certificate in the name of:

Name of Optionee:

Address:

Please send share certificate to:

Name:

Address:

Sincerely,

Signature of Optionee

Date

SIN Number (for T4)

SCHEDULE "B"

POCML 6 INC.

CONSOLIDATION RESOLUTION

RESOLVED AS A SPECIAL RESOLUTION THAT:

In connection with the completion of POCML 6 Inc.’s (the " Company ") Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange) with Lithium Ionic Inc.., the Company is hereby authorized to file articles of amendment with the Ontario Ministry of Government and Consumer Services to amend the articles of the Company such that the issued and outstanding common shares of the Company immediately upon the effective date of such articles of amendment be consolidated on the basis of one (1) "new" common share for 0.61984671 "old" Common Shares outstanding (the " Consolidation "), or such other ratio that results in the Company having 7,500,000 Common Shares, plus such number of Common Shares resulting from the exercise of all, or part of, the outstanding Common Share purchase warrant, issued and outstanding upon completion of the Consolidation.
Following such Consolidation, holders of less than one (1) Common Share immediately following the completion of the Consolidation shall not be entitled to receive a fractional Common Share. In the event that the Consolidation would result in a shareholder being entitled to a fractional Common Share, then such fractional common share shall be rounded down to the next lowest whole number. In calculating such fractional interest, all Common Shares registered in the name of a holder of Common Shares or an intermediary shall be aggregated.
The articles of amendment in respect of the Consolidation shall be in such form as may be approved by any officer or director of the Company in order to ensure compliance with the provisions of the Business Corporations Act (Ontario) and the Director appointed thereunder, as the same may be amended from time to time.
The board of directors of the Company is authorized, in its sole discretion, to determine not to proceed with the Consolidation without further approval of the shareholders of the Company any time prior to the endorsement by the Director of the articles of amendment in respect of the Consolidation.

NAME CHANGE RESOLUTION

RESOLVED AS A SPECIAL RESOLUTION THAT:

POCML 6 Inc. (the " Company ") is hereby authorized to file articles of amendment with the Ontario Ministry of Government and Consumer Services to amend the articles of the Company to change the name of the Company to "Lithium Ionic Corp." or such name as may be determined by the board of directors of the Company and which is acceptable to the Ontario Ministry of Government and Consumer Services and the TSX Venture Exchange (the " Name Change ").
The articles of amendment in respect of the Name Change shall be in such form as may be approved by any officer or director of the Company in order to ensure compliance with the provisions of the Business Corporations Act (Ontario) and the Director appointed thereunder, as the same may be amended from time to time.
The board of directors of the Company is authorized, in its sole discretion, to determine not to proceed with the Name Change without further approval of the shareholders of the Company any time prior to the endorsement by the Director of the articles of amendment in respect of the Name Change.

SCHEDULE "C"

POCML 6 INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1. PURPOSE

1.1 The primary functions of the Audit Committee of POCML 6 Inc. (the " Company ") are to fulfill its responsibilities in relation to reviewing the integrity of the Company’s financial statements, financial disclosures and internal controls over financial reporting; monitoring the system of internal control; monitoring the Company’s compliance with legal and regulatory requirements; selecting the external auditors for shareholder approval; and reviewing the qualifications, independence and performance of the external auditors.

2. MEMBERSHIP AND ORGANIZATION

2.1 Composition - Subject to paragraph 2.6, the Audit Committee shall consist of not less than three independent members of the Board. At the invitation of the Audit Committee, members of the Company’s management and others may attend Audit Committee meetings as the Audit Committee considers necessary or desirable.

2.2 Appointment and Removal of Audit Committee Members - Each member of the Audit Committee shall be appointed by the Board on an annual basis and shall serve at the pleasure of the Board, or until the earlier of (a) the close of the next annual meeting of shareholders of the Company at which the member’s term of office expires, (b) the death of the member or (c) the resignation, disqualification or removal of the member from the Audit Committee or from the Board. The Board may fill a vacancy in the membership of the Audit Committee.

2.3 Chair - At the time of the annual appointment of the members of the Audit Committee, the Board shall appoint a Chair of the Audit Committee. The Chair shall be a member of the Audit Committee, preside over all Audit Committee meetings, coordinate the Audit Committee’s compliance with this mandate, work with management to develop the Audit Committee’s annual work-plan and provide reports of the Audit Committee to the Board. The Chair may vote on any matter requiring a vote and shall provide a second vote in the case of a tie vote.

2.4 Independence - Subject to paragraph 2.6, each member of the Audit Committee shall be an "independent" (as such term is used in National Instrument 52-110 - Audit Committees (" NI 52-110 ").

2.5 Financial Literacy - Subject to paragraph 2.6, members of the Audit Committee shall be financially literate or agree to become financially literate within a reasonable period of time following the member’s appointment. An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

2.6 Venture Issuer - For so long as the Company is a "venture issuer" as defined in NI 52-110, it is not required to comply with the provisions of paragraph 2.1 "Composition", 2.4 "Independence" or 2.4 "Financial Literacy" above. In the event the Company cannot comply with all or a part of these provisions, then the Committee shall be comprised of not less than three members of the Board, a majority of whom are not officers or employees of the Company or a subsidiary of the Company.

3. MEETINGS

3.1 Meetings - The members of the Audit Committee shall hold meetings as are required to carry out this mandate, and in any case no less than four meetings annually. The external auditors are entitled to attend and be heard at each Audit Committee meeting. The Chair, any member of the Audit Committee, the external auditors, the Chairman of the Board or the President and CEO may call a meeting of the Audit Committee. The Chair shall chair all Audit Committee meetings that he or she attends, and in the absence of the Chair, the members of the Audit Committee present may appoint a Chair from their number for a meeting.

3.2 Secretary and Minutes - The Secretary, his or her designate or any other person the Audit Committee requests, shall act as secretary at Audit Committee meetings. Minutes of Audit Committee meetings shall be recorded and maintained by the Corporate Secretary and subsequently presented to the Audit Committee for approval.

3.3 Quorum - A majority of the members of the Audit Committee shall constitute a quorum. If a quorum cannot be obtained for an Audit Committee meeting, members of the Board who would qualify as members of the Audit Committee may, at the request of the Chair or the Chairman of the Board, serve as members of the Audit Committee for that meeting.

3.4 Access to Management and Outside Advisors - The Audit Committee shall have unrestricted access to management and employees of the Company, and, from time to time may hold meetings with the external auditor, the CFO or the President and CEO. The Audit Committee shall have the authority to retain and terminate external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective compensation for these advisors without consulting or obtaining the approval of the Board or any officer of the Company. The Company shall provide appropriate funding, as determined by the Audit Committee, for the services of these advisors.

3.5 Meetings Without Management - The Audit Committee shall hold unscheduled or regularly scheduled meetings, or portions of regularly scheduled meetings, at which management is not present.

4. FUNCTIONS AND RESPONSIBILITIES

The Audit Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Audit Committee by the Board. In addition to these functions and responsibilities, the Audit Committee shall perform the duties required of an audit committee by applicable corporate securities laws, the binding requirements of the stock exchanges on which the securities of the Company are listed, and all other applicable laws.

4.1 Financial Reports

(a) General - The Audit Committee is responsible for reviewing the integrity of the Company’s financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and financial disclosures and for the appropriateness of the accounting principles and the reporting policies used by the Company. The external auditors are responsible for auditing the Company’s annual consolidated financial statements and, if requested by the Company, for reviewing the Company’s unaudited interim financial statements.
(b) Review of Annual Financial Reports - The Audit Committee shall review the annual consolidated audited financial statements of the Company, the external auditors’ report thereon and the related management’s discussion and analysis of the Company’s financial condition and results of operation to determine whether they present fairly, in all material respects in accordance with Canadian generally accepted accounting principles, or any other generally accepted accounting principles in which the financial statements of the Company are prepared from time to time, the financial condition, results of operations and cash flows of the Company. After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the annual financial statements and the related MD&A.
(c) Review of Interim Financial Reports - The Audit Committee shall review the interim consolidated financial statements of the Company, the external auditors review report thereon, if applicable, and the related MD&A to determine whether they present fairly, in all material respects in accordance with IFRS, the financial condition, results of operations and cash flows of the Company. After completing its review, if advisable, the Audit Committee shall, if so authorized by the Board, approve the interim financial statements and the related MD&A, or if not authorized by the Board, then approve and recommend for Board approval.
(d) Review Considerations - In conducting its review of the annual financial statements or the interim financial statements, the Audit Committee shall:
(i) meet with management and the external auditors to discuss the financial statements and MD&A;
(ii) review the disclosures in the financial statements;
(iii) review the audit report or review report prepared by the external auditors;
(iv) discuss with management, the external auditors and legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;
(v) review critical accounting and other significant estimates and judgments underlying the financial statements as presented by management;
(vi) review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management;
(vii) review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;

(viii) review management’s report on the effectiveness of internal controls over financial reporting;

(ix) review results of the Company’s whistleblowing program; and
(x) review any other matters, related to the financial statements, that are brought forward by the external auditors, management or which are required to be communicated to the Audit Committee under accounting policies, auditing standards or applicable law.

4.2 Approval of Other Financial Disclosures - The Audit Committee shall review and, if advisable, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Company, press releases disclosing financial results of the Company and any other material financial disclosure, including in Management Information Circulars and Annual Information Forms

4.3 External Auditors

(a) General -The Audit Committee shall be responsible for oversight of the work of the external auditors in auditing and reviewing the Company’s financial statements and internal controls over financial reporting.
(b) Appointment and Compensation - The Audit Committee shall review and, if advisable, select and recommend (i) for shareholder approval, the appointment of the external auditors and (ii) for shareholder or Board approval, as applicable, the compensation of the external auditors.
(c) Annual Review Report - At least annually, the Audit Committee shall obtain and review a report by the external auditors describing: (i) their internal quality-control procedures and (ii) any material issues raised by their most recent internal quality-control review, peer review or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the external auditors and any steps taken to deal with any of these issues.
(d) Audit Plan - At least annually, the Audit Committee shall review a summary of the external auditors’ annual audit plan. The Audit Committee shall consider and review with the external auditors any material changes to the scope of the plan.
(e) Quarterly Review Report - If the external auditors review the Company’s unaudited interim financial statements, then the Audit Committee shall review a quarterly review report prepared by the external auditors in respect of each of the interim financial statements of the Company.
(f) Independence of External Auditors - At least annually, and before the external auditors issue their report

on the annual financial statements, the Audit Committee shall obtain from the external auditors a formal written statement describing all relationships between the external auditors and the Company, discuss with the external auditors any disclosed relationships or services that may affect the objectivity and independence of the external auditors, and obtain written confirmation from the external auditors that they are objective and independent within the meaning of the Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants to which it belongs.

(g) Evaluation and Rotation of Lead Partner - At least annually, the Audit Committee shall review the qualifications and performance of the lead partners of the external auditors. The Audit Committee shall obtain a report from the external auditors annually verifying that the lead partner of the external auditors has served in that capacity for no more than five fiscal years of the Company and that the engagement team collectively possesses the experience and competence to perform an appropriate audit.
(h) Pre-Approval of Non-Audit Services - The Audit Committee shall pre-approve any retainer of the external auditors for any non-audit service to the Company in accordance with applicable law and Board approved policies and procedures. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any member of the Audit Committee to whom this authority has been delegated must be presented to the full Audit Committee at its next scheduled Audit Committee meeting.
(i) Hiring Practices - The Audit Committee shall review and approve guidelines regarding the hiring of employees or former employees of the external auditors.

4.4 Internal Controls

(a) General - The Audit Committee shall monitor the system of internal control.
(b) Establishment, Review and Approval - The Audit Committee shall require management to implement and maintain appropriate systems of internal control in accordance with applicable laws, regulations and guidance, including internal control over financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Audit Committee shall consider and review with management and the external auditors: (i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of the Company’s internal controls (including computerized information system controls and security); the overall control environment for managing business risks; and accounting, financial and disclosure controls (including, without limitation, controls over financial reporting), non financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management’s conclusions; (ii) any significant changes in internal control over financial reporting that are disclosed, or considered for disclosure, including those in the Company’s periodic regulatory filings; (iii) any material issues raised by any inquiry or investigation by the Company’s regulators; (iv) any related significant issues and recommendations of the external auditors together with management’s responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.

4.5 Whistleblowing Procedures - The Audit Committee shall review and approve the establishment by management of procedures for the receipt, retention and treatment of complaints received by the Company from employees or others, regarding accounting, internal accounting controls, or auditing matters.

4.6 Succession Planning - In consultation with the Board, the Audit Committee shall review succession plans for the CFO and the Chief Accountant or Controller of the Company. The Audit Committee shall review candidates for the position of CFO of the Company and make recommendations to the Board with respect to the appointment of a CFO.

4.7 Adverse Investments and Transactions - The Audit Committee shall review any investments and transactions that could adversely affect the well-being of the Company.

4.8 Audit Committee Disclosure - The Audit Committee shall review and approve any audit committee disclosures required by securities regulators in the Company’s disclosure documents.

4.9 Assessment of Regulatory Compliance - The Audit Committee shall review management’s assessment of compliance with laws and regulations as they pertain to responsibilities under this mandate, report its findings to the Board and recommend changes it considers appropriate.

4.10 Delegation - The Audit Committee may designate a sub-committee to review any matter within this mandate as the Audit Committee deems appropriate.

5. REPORTING TO THE BOARD

5.1 The Chair shall report to the Board, as required by applicable law or as deemed necessary by the Audit Committee or as requested by the Board, on matters arising at Audit Committee meetings and, where applicable, shall present the Audit Committee’s recommendation to the Board for its approval.

AI assistant

Lithium Ionic Corp. — Proxy Solicitation & Information Statement 2022

48021_rns_2022-03-16_ede0957b-e912-4693-9f1c-05545899543e.pdf

POCML 6 INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

COVID-19 GUIDANCE

BY ORDER OF THE BOARD

POCML 6 INC.

MANAGEMENT INFORMATION CIRCULAR As at February 21, 2022

SOLICITATION OF PROXIES

COVID-19 GUIDANCE

APPOINTMENT AND REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXIES

ADVICE TO NON-REGISTERED SHAREHOLDERS

Distribution of Meeting Materials to Non-Registered Holders

Voting by Non-Registered Holders

or,

Voting by Non-Registered Holders at the Meeting

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

PROPOSED QUALIFYING TRANSACTION

PARTICULARS OF MATTERS TO BE ACTED UPON

1. RECEIPT OF FINANCIAL STATEMENTS

2. APPOINTMENT OF AUDITOR

3. ELECTION OF DIRECTORS FOR THE ENSUING YEAR

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

4. APPROVAL OF 2022 STOCK OPTION PLAN

" BE IT RESOLVED THAT:

5. ELECTION OF NEW SLATE OF DIRECTORS SUBJECT TO THE COMPLETION OF THE PROPOSED QUALIFYING TRANSACTION

Notes:

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

Director Resolution

6. AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT CONSOLIDATION

Please do not send the letter of transmittal or share certificates to the Depositary until the Company announces

The Board has unanimously approved the Consolidation and recommends that the shareholders vote FOR the Consolidation Resolution.

7. AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT NAME CHANGE

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officer

Compensation Discussion and Analysis

Summary Compensation Table

Stock Options and Other Compensation Securities

Stock Option Plan

Employment, Consulting and Management Agreements

Pension Disclosure

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Directorships

Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Assessments

AUDIT COMMITTEE INFORMATION REQUIRED IN THE CIRCULAR OF A VENTURE ISSUER

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

David D’Onofrio, Director

Adam Parsons, Director

Pat DiCapo, Chief Executive Officer, Chief Financial Officer, Secretary and Director

Audit Committee Oversight

Audit Fees

INTEREST OF INFORMED PERSON IN MATERIAL TRANSACTIONS

STATUTORY RIGHTS

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

ADDITIONAL INFORMATION

GENERAL

BY ORDER OF THE BOARD

SCHEDULE "A"

POCML 6 INC.

2022 STOCK OPTION PLAN

POCML 6 INC. (the “Company”)

STOCK OPTION PLAN

Lithium Ionic Corp. Proxy Solicitation & Information Statement 2022