Lithium Ionic Corp. — Regulatory Filings 2022

Feb 19, 2022

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

POCML 6 Inc. (the “ Company ” or “ POCML6 ”) Suite 2210, 130 King Street West Toronto, Ontario M5X 1E4

2. Date of Material Change

February 7 and 8, 2022

3. News Release

Press releases disclosing the material changes were released on February 7 and 8, 2022, through the facilities of Newsfile Corp.

4. Summary of Material Change

On February 7, 2022 the Company entered into an amalgamation agreement dated February 7, 2022 (the “ Amalgamation Agreement ”) with Lithium Ionic Inc. (“ Lithium Ionic ”), a private company incorporated under the Business Corporations Act (Ontario) (the “ OBCA ”), pursuant to which the Company will acquire all of the issued and outstanding securities of Lithium Ionic by way of a three-cornered amalgamation with a wholly-owned subsidiary of the Company (“ Subco ”) incorporated under the laws of the Province of Ontario, with such acquisition (the “ Proposed Transaction ”) constituting a reverse take-over of the Company, subject to the terms and conditions outlined below. The Company, as the resulting issuer following the completion of the Proposed Transaction (the “ Resulting Issuer ”), will continue on the business of Lithium Ionic. The Company intends that the Proposed Transaction will constitute its Qualifying Transaction, as such term is defined in TSXV Policy 2.4 – Capital Pool Companies . It is anticipated that the common shares of the Resulting Issuer (the “ Resulting Issuer Shares ”) will be listed for trading on the TSXV.

In addition, on February 8, 2022, the Company and Lithium Ionic closed a brokered private placement (collectively, the “ Offering ”) of subscription receipts (the “ Subscription Receipts ”). Under the Offering, Lithium Ionic and the Company issued an aggregate of 20,000,000 Subscription Receipts at a price of $0.70 per Subscription Receipt (the “ Issue Price ”) for gross proceeds of $14,000,000. The Offering was completed pursuant to an agency agreement (the “ Agency Agreement ”) dated February 8, 2022 among Lithium Ionic, the Company, Clarus Securities Inc. (the “ Lead Agent ”), PowerOne Capital Markets Limited, iA Private Wealth Inc., Haywood Securities Inc. and Research Capital Corporation (collectively with the Lead Agent, the “ Agents ”). The Subscription Receipts are governed by the terms of a subscription receipt agreement in respect of the Subscription Receipts of Lithium Ionic and a subscription receipt agreement in respect of the Subscription Receipts of the Company, each dated February 8, 2022 and among Lithium Ionic, the Company, the Lead Agent and TSX Trust Company (“ TSX Trust ”) (collectively, the “ Subscription Receipt Agreements ”).

5.

Full Description of Material Change

The Amalgamation Agreement contemplates the Company and Lithium Ionic completing an arm’s length three-cornered amalgamation, pursuant to which Resulting Issuer Shares will be issued to holders of common shares in the capital of Lithium Ionic (the “ Lithium Ionic Shares ”).

The Company currently has 11,104,958 common shares (the “ POCML6 Shares ”) issued and outstanding. Additionally, the Company has 1,100,000 incentive stock options in addition to 91,042 broker warrants outstanding.

Prior to the Closing Date (as defined below), the Company shall undertake a consolidation (the “ Consolidation ”) of the POCML6 Shares on the basis 0.61983471 post-Consolidation POCML6 Share for each one pre-Consolidation POCML6 Share, or such other ratio that results in POCML6 having 7,500,000 POCML6 Shares, plus such number of POCML6 Shares resulting from the exercise of all, or part of, the POCML6 Broker Warrants, issued and outstanding upon completion of the Consolidation.

There are currently 71,710,001 Lithium Ionic Shares outstanding. Additionally, there are outstanding warrants to acquire an aggregate of 2,672,750 Lithium Ionic Shares.

In accordance with the terms of the Amalgamation Agreement, the Proposed Transaction will be structured as a “three-cornered amalgamation” involving Lithium Ionic, Subco and the Company. In connection with closing of the Proposed Transaction, it is expected that, among other things:

• Lithium Ionic and Subco will be amalgamated under the provisions of the OBCA and the resulting amalgamated entity will become a wholly-owned subsidiary of the Company.

• Each Lithium Ionic Share will be cancelled, and the former holders of Lithium Ionic Shares (including the Lithium Ionic Shares issued upon conversion of the Subscription Receipts (as defined below) issued under the Offering (as defined below)) will receive one (1) Resulting Issuer Share for each Lithium Ionic Share held by them.

• Other securities of Lithium Ionic (including warrants and options that are exercisable into Lithium Ionic Shares) will be cancelled, and the former holders of such securities will receive economically equivalent securities of the Resulting Issuer.

• The Resulting Issuer will have obtained conditional approval of the TSXV for the listing on the TSXV of the Resulting Issuer Shares, as required by the policies of the TSXV.

It is anticipated that a total of 91,710,001 Resulting Issuer Shares, having a deemed value of $64,197,000.70 based upon the price of the Offering, as defined below, will be issued to current securityholders of Lithium Ionic (including the Resulting Issuer Shares issued upon conversion of the Subscription Receipts).

Upon completion of the Proposed Transaction, the non-diluted common shares of the Resulting Issuer shall be held as follows: 71,710,001 Resulting Issuer Shares (72.28%) held by former Lithium Ionic shareholders; 20,000,000 Resulting Issuer Shares (20.16%) held by subscribers of Subscription Receipts assuming closing of the maximum amount of the Offering); and 7,500,000 Resulting Issuer Shares (7.56%) held by existing the Company’s securityholders (assuming exercise of all the Company’s options and broker warrants prior to the closing of the Proposed Transaction), subject to change as a result of the final size of the Offering and other issuances of securities of Lithium Ionic prior to closing of the Proposed Transaction.

The parties to the Proposed Transaction are at arm’s length and it is therefore anticipated that the approval of the shareholders of the Company in respect of the Proposed Transaction, as per the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and TSXV Policy 5.9 will not be required. It is anticipated that the Proposed Transaction and Amalgamation Agreement will be put before the shareholders of Lithium Ionic

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for their approval. Lithium Ionic was incorporated on July 5, 2021 under the laws of the Province of Ontario.

Subject to applicable laws and TSXV policies, it is anticipated that all Resulting Issuer Shares issued in exchange for the Lithium Ionic Shares (including the Lithium Ionic Shares issued upon conversion of the Subscription Receipts of Lithium Ionic issued pursuant to the Offering) on closing of the Proposed Transaction will be freely tradable pursuant to applicable securities laws in Canada.

Conditions to Closing

The completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents; (ii) the absence of any material change or a change in a material fact or a new material fact affecting the Company or Lithium Ionic; (iii) the completion of the Consolidation and the name change of the Company (the “ Name Change ”) to “Lithium Ionic Corp.” or such other name as determined by Lithium Ionic; (iv) if applicable, the Company having received appropriate approvals from its shareholders; (v) Lithium Ionic having received appropriate approvals from its shareholders; (vi) the completion of the Offering for minimum gross proceeds of $7,500,000; (vii) the completion of a NI 43-101 compliant technical report in respect of the Itinga Project; and (viii) the exercise of all outstanding stock options of the Company prior to the Consolidation. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.

The Resulting Issuer

Upon completion of the Proposed Transaction, the Resulting Issuer is expected to change its name to “Lithium Ionic Corp.” or such other name as determined by Lithium Ionic. It is expected that the Resulting Issuer will be a Tier 2 Mining Issuer under the policies of the TSXV.

Concurrently with the completion of the Proposed Transaction, it is expected that all directors and officers of the Company will resign, and be replaced by nominees put forth by Lithium Ionic. The directors of the Resulting Issuer are anticipated to be Helio Diniz, Patrizia Ferrarese, David Gower, Lawrence Guy, Blake Hylands and Michael Shuh. These directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected. The officers of the Resulting Issuer are anticipated to be Helio Diniz as Chief Executive Officer, Greg Duras as Chief Financial Officer and Damian Lopez as Corporate Secretary.

The gross proceeds from the sale of the Subscription Receipts, less the cash portion of the Agents’ commission and Agents’ expenses, are being held in escrow by TSX Trust in accordance with the Subscription Receipt Agreements and will be released to the Company and Lithium Ionic upon satisfaction and/or waiver of certain escrow release conditions (the “ Escrow Release Conditions ”), including completion of all conditions precedent to the RTO. If the Escrow Release Conditions are satisfied or waived on or before August 8, 2022 (subject to extension pursuant to the terms of the Subscription Receipt Agreements), the escrowed proceeds from the Offering will be released to the Company and Lithium Ionic. If the Escrow Release Conditions are not satisfied or waived by that date or the Amalgamation Agreement is terminated or the Company or Lithium Ionic announce to the public by way of press release, or advises the Lead Agent and TSX Trust in writing, that it does not intend to satisfy the Escrow Release Conditions in accordance with the Subscription Receipt Agreements, the gross proceeds and pro rata entitlement to interest earned on the escrowed proceeds will be paid to the holders of the Subscription Receipts. The Resulting Issuer intends to use the net proceeds from the Offering for (i) exploration of Itinga Project (as

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defined herein) and (ii) general corporate and working capital purposes.

Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt of Lithium Ionic will be automatically exchanged, without any further action by its holder, and for no additional consideration, for one Lithium Ionic Share and each Subscription Receipt of the Company will be automatically exchanged, without any further action by its holder, and for no additional consideration, for one post-Consolidation POCML6 Share. Immediately following the issuance of the Lithium Ionic Shares upon the conversion of the Subscription Receipts of Lithium Ionic, each Lithium Ionic Share will be exchanged for one common share in the Resulting Issuer (a “ Resulting Issuer Share ”).

In connection with the Offering, Lithium Ionic paid the Agents a commission satisfied by an aggregate cash payment of $70,230.25 and the issuance of 1,064,845 Subscription Receipts of Lithium Ionic at the Issue Price. As additional consideration, Lithium Ionic issued 1,165,174 broker warrants to the Agents, each entitling the Agents to purchase one Lithium Ionic Share (and subsequently one Resulting Issuer Share) at the Issue Price for a period of 24 months following the date of issuance of the Release Notice (as defined in the Agency Agreement). Also, in connection with the Offering, the Company paid the Agents a commission satisfied by an aggregate cash payment of $29,609.50 and the issuance of 192,525 Subscription Receipts of the Company at the Issue Price. As additional consideration, the Company issued 234,825 broker warrants to the Agents, each entitling the Agents to purchase one Resulting Issuer Share at the Issue Price for a period of 24 months following the date of issuance of the Release Notice.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

7. Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer

For further information, contact David D'Onofrio, Director of the Company at (416) 643-3880.

1. Date of Report

April 9, 2021.

Cautionary Statement Regarding Forward-Looking Information

Although POCML6 believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because POCML6 can give no assurance that they will prove to be correct. When used in this material change report, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this material change report include information relating to: the business plans of POCML6 and Lithium Ionic, Lithium Ionic management’s expectation on the growth and performance of its acquisitions, the completion of the Proposed Transaction (including TSXV approval of the Proposed Transaction), the completion of the Consolidation, the completion of the Name Change, the board of directors and management of the Resulting Issuer upon completion of the Proposed

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Transaction, the completion and amount of the Offering, and the preparation of a technical report for the Project, the listing of Resulting Issuer Shares on the TSXV and the exercise of POCML6 options and warrants. Such statements and information reflect the current view of POCML6 and/or Lithium Ionic, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

Forward-looking information in this material change report are based on certain assumptions and expected future events, namely: the Corporation and Lithium Ionic’s ability to continue as a going concern, continued approval of the Corporation’s and Lithium Ionic’s activities by the relevant governmental and/or regulatory authorities, the continued growth of Lithium Ionic, and the ability of the Corporation and Lithium Ionic to fulfil the listing requirements of the TSXV.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Corporation and Lithium Ionic to continue as a going concerns, risks associated with potential governmental and/or regulatory action with respect to the Corporation’s and Lithium Ionic’s operations, respectively, the potential unviability of the business plans of POCML6 and Lithium Ionic, respectively, Lithium Ionic’s expectation on the growth and performance of its acquisitions may prove incorrect, failure to complete the Proposed Transaction (including the inability of the Corporation and Lithium Ionic to obtain TSXV approval of the Proposed Transaction), failure to complete the Consolidation, failure to complete the Name Change, the inability of the Corporation and Lithium Ionic to appoint members of the board of directors and management of the Resulting Issuer upon completion of the Proposed Transaction, the potential inability to complete the Offering on the terms outlined herein, and the potential inability to complete a technical report for the Project, and the inability of the Resulting Issuer to list its shares on the TSXV. Such statements and information reflect the current view of POCML6 and/or Lithium Ionic, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information The forward-looking information contained in this material change report represents the expectations of POCML6 as of the date of this material change report and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. POCML6 does not undertake to update this information at any particular time except as required in accordance with applicable laws.

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