A copy of this preliminary prospectus has been filed with the securities regulatory authorities in British Columbia, Alberta, Ontario and Manitoba, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the principal securities regulatory authority.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus does not constitute a public offering.

PRELIMINARY PROSPECTUS

NON-OFFERING PROSPECTUS

November 29, 2021

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LITHIUMBANK RESOURCES CORP.

No securities are being offered pursuant to this preliminary prospectus (the “ Prospectus ”). This Prospectus is being filed by LithiumBank Resources Corp. (“ LithiumBank ” or the “ Company ”) with the securities regulatory authorities in the Provinces of British Columbia, Alberta, Ontario and Manitoba to enable LithiumBank to become a reporting issuer pursuant to applicable securities legislation in the Provinces of British Columbia, Alberta, Ontario and Manitoba notwithstanding that no sale of its securities is contemplated herein. This Prospectus qualifies the distribution of 4,565,989 Common shares in the capital of the Company (" Common Shar es") and 2,282,996 Common share purchase warrants in the capital of the Company (" Warrants ") issuable upon the automatic conversion of the Special Warrants (as defined herein) issued by the Company on September 27, 2021 and October 15, 2021.

Since no securities are being offered pursuant to this Prospectus, no proceeds will be raised and all expenses in connection with the preparation and filing of this Prospectus will be paid by the Company from its general corporate funds.

There currently is no market through which the securities of the Company may be sold and holders of the Company’s securities may not be able to resell any such securities. This may affect the pricing of the Company’s securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities and the extent of issuer regulation. See “ Risk Factors ” and “ Statement Regarding Forward-Looking Information ”.

The Company intends to apply to list its Common shares (the “ Common Shares ”) on the TSX Venture Exchange (the “ TSXV ”). The TSXV has not approved the listing of the Common Shares. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV. There is no guarantee that the TSXV will provide approval for the listing of the Common Shares.

As of the date of this Prospectus, the Company does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities on the Toronto Stock Exchange, the Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside Canada and the United States.

An investment in Common Shares of the Company is highly speculative due to various factors, including the nature and stage of development of the business of the Company. In reviewing this Prospectus, you should carefully consider the matters described under the heading “ Risk Factors ”.

No underwriters or selling agents have been involved in the preparation of this Prospectus or performed any review or independent due diligence of the contents of this Prospectus.

The Company's registered and records is located at 10-595 Howe Street, Vancouver, British Columbia, V6C 2T5 Canada. The Company’s head office is 2820-200 Granville Street Vancouver, BC V6C 1S4.

GLOSSARY .................................................................................................................................................................. 4 GLOSSARY OF GEOLOGICAL AND SCIENTIFIC TERMS ................................................................................... 6 ABOUT THIS PROSPECTUS ...................................................................................................................................... 8 MEANING OF CERTAIN REFERENCES .................................................................................................................. 8 STATEMENT REGARDING FORWARD-LOOKING INFORMATION .................................................................. 8 CAUTIONARY NOTE REGARDING TECHNICAL INFORMATION ................................................................... 10 POTENTIAL IMPACT OF THE COVID-19 PANDEMIC ........................................................................................ 11 THIRD PARTY INFORMATION .............................................................................................................................. 11 PRESENTATION OF FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES .................................. 12 PROSPECTUS SUMMARY ....................................................................................................................................... 12 The Company .......................................................................................................................................................... 12 The RTO Transaction .............................................................................................................................................. 12 Principal Business ................................................................................................................................................... 13 Risk Factors ............................................................................................................................................................. 13 Selected Financial Information................................................................................................................................ 15 CORPORATE STRUCTURE ..................................................................................................................................... 17 Name, Address and Incorporation ........................................................................................................................... 17 Intercorporate relationships ..................................................................................................................................... 17 The RTO Transaction .............................................................................................................................................. 17 DESCRIPTION OF THE BUSINESS ......................................................................................................................... 18 Business of the Company ........................................................................................................................................ 18 Bankruptcy and Similar Procedures ........................................................................................................................ 23 Reorganizations ....................................................................................................................................................... 23 Social or Environmental Policies ............................................................................................................................ 23 History ..................................................................................................................................................................... 24 Exploration and Development Plans ....................................................................................................................... 26 Expected Changes ................................................................................................................................................... 26 THE STURGEON LAKE PROJECT .......................................................................................................................... 27 Current Technical Report ........................................................................................................................................ 27 Property Description, Location and Access ............................................................................................................ 27 History ..................................................................................................................................................................... 29 Geological Setting, Mineralization and Deposit Types ........................................................................................... 29 Drilling .................................................................................................................................................................... 37 Sampling, Analysis and Data Verification .............................................................................................................. 39 Mineral Processing and Metallurgical Testing ........................................................................................................ 41 Mineral Resource Estimates .................................................................................................................................... 43 Interpretation and Conclusions ................................................................................................................................ 46 Recommendations ................................................................................................................................................... 47 USE OF AVAILABLE FUNDS .................................................................................................................................. 48 DIVIDENDS AND DISTRIBUTIONS ....................................................................................................................... 52 FINANCIAL STATEMENT DISCLOSURE.............................................................................................................. 52 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................................................................................................................ 53 DESCRIPTION OF SECURITIES .............................................................................................................................. 53 CONSOLIDATED CAPITALIZATION .................................................................................................................... 54 OPTIONS TO PURCHASE SECURITIES ................................................................................................................. 54

Stock Options .......................................................................................................................................................... 54 Warrants .................................................................................................................................................................. 56 Broker Warrants ...................................................................................................................................................... 56 PRIOR SALES ............................................................................................................................................................ 57 ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ................................................................................................................................................................. 57 Escrowed Securities ................................................................................................................................................ 58 Additional Securities ............................................................................................................................................... 59 Seed Share Resale Restrictions ............................................................................................................................... 59 PRINCIPAL SECURITYHOLDERS .......................................................................................................................... 61 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ...................................................................... 70 AUDIT COMMITTEE ................................................................................................................................................ 70 Relevant Education and Experience ........................................................................................................................ 71 Pre-Approval Policies and Procedures .................................................................................................................... 71 External Auditor Service Fees by Category ............................................................................................................ 71 STATEMENT ON CORPORATE GOVERNANCE .................................................................................................. 72 Director Responsibilities ......................................................................................................................................... 72 Composition of the Board ....................................................................................................................................... 73 Directorships ........................................................................................................................................................... 73 Orientation and Education ....................................................................................................................................... 74 Ethical Business Conduct ........................................................................................................................................ 74 Other Corporate Governance Policies ..................................................................................................................... 74 Other Board Committees ......................................................................................................................................... 75 Director Assessment ................................................................................................................................................ 76 RISK FACTORS ......................................................................................................................................................... 76 Risk Relating to the Common Shares ...................................................................................................................... 76 Risks Relating to the Business ................................................................................................................................ 77 Financial and Accounting Risks .............................................................................................................................. 84 PROMOTERS ............................................................................................................................................................. 84 LEGAL PROCEEDINGS AND REGULATORY ACTIONS .................................................................................... 85 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................................... 85 AUDITORS, TRANSFER AGENT AND REGISTRAR ............................................................................................ 85 MATERIAL CONTRACTS ........................................................................................................................................ 85 EXPERTS .................................................................................................................................................................... 86 RIGHTS OF WITHDRAWAL AND RESCISSION................................................................................................... 86 OTHER MATERIAL FACTS ..................................................................................................................................... 86 SCHEDULE “A” .......................................................................................................................................................A-1 SCHEDULE “B” .......................................................................................................................................................B-1 SCHEDULE “C” .......................................................................................................................................................C-1 SCHEDULE “D” .......................................................................................................................................................D-1 SCHEDULE “E” ....................................................................................................................................................... E-1 SCHEDULE “F”........................................................................................................................................................F-1 SCHEDULE “G” .......................................................................................................................................................G-1 SCHEDULE “H” .......................................................................................................................................................H-1 SCHEDULE “I” .........................................................................................................................................................I-1 CERTIFICATE OF THE COMPANY ...................................................................................................................... C-1

CERTIFICATE OF THE PROMOTERS .................................................................................................................. C-2

GLOSSARY

In this Prospectus, the following capitalized terms have the following meanings, in addition to other terms defined elsewhere in this Prospectus.

" Affiliate " means any a body corporate, trust, limited partnership, partnership or other person that is affiliated with the Company.

“ Broker Warrants ” has the meaning ascribed thereto under the heading “Options to Purchase Securities – Broker Warrants” .

“ Audit Committee” means the Audit Committee of the Board.

“ BCBCA ” means the Business Corporations Act (British Columbia), including the regulations thereunder, as amended.

“ Board ” means the board of directors of the Company.

“ CEO ” or “ Chief Executive Officer ” means the Chief Executive Officer of the Company.

“ CFO ” means the Chief Financial Officer of the Company.

“ Common Shares ” has the meaning ascribed thereto on the first page of this Prospectus.

“Concurrent Financing” has the meaning ascribed thereto under the heading " Description of the Business – History – Financings ."

“ COVID-19 ” means the novel coronavirus.

“ TSXV ” has the meaning ascribed thereto on the first page of this Prospectus.

“ Escrow Agent ” means Odyssey Trust Company the escrow agent under the Escrow Agreement.

“ Escrow Agreement ” means the escrow agreement substantially in form 46-201F1 - Escrow Agreement between the Company, the Escrow Agent and the Escrowed Securityholders.

“ Escrow Securities ” has the meaning ascribed to such term under the heading “Escrowed Securities and Securities Subject to Contractual Restriction on Transfer ”.

“ Escrowed Securityholders ” means each of Robert Shewchuk, Gianni Kovacevi, Christopher Murray, Steven Piepgrass, Ann Fehr and those securityholders who participated in the $0.0001, $0.01, $0.02, $0.20, $0.80, $1.50 financings.

“ Former Lithium Shareholders ” means the holders of the Former Lithium Shares, prior to completion of the RTO Transaction.

“ Former Lithium Shares ” means the Common shares in the capital of Former Lithium that were issued and outstanding prior to completion of the RTO Transaction.

“Former Lithium” means LithiumBank Resources Corp., a private corporation as it existed prior to completion of the RTO Transaction, which was incorporated under the BCBCA on November 20, 2017.

“HoldCo” means Lithiumbank Holdings Inc. the amalgamated company that resulted from the Amalgamation of Former Lithium and Newco on July 13, 2021, in connection with the RTO Transaction.

“ IFRS ” means the International Financial Reporting Standards as issued by the International Accounting Standards Board and the interpretations thereof by the International Financial Reporting Interpretations Committee and the former Standing Interpretations Committee.

“ Listing Date ” means the date of the bulletin issued by the TSXV evidencing final TSXV acceptance of the application for Listing.

“ Listing ” means the listing of the Common Shares on the TSXV.

" MD&A " means a management discussion and analysis.

“ NEO ” or “ Named Executive Officer ” has the meaning ascribed to such term under the heading “Director and Executive Compensation ”.

“NewCo” means 1311003 B.C. Ltd., a private corporation as it existed prior to completion of the RTO Transaction, which was incorporated under the BCBCA on June 17, 2021.

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees .

“ NI 58-101 ” means National Instrument 58-101 – Disclosure of Corporate Governance.

“ Option Holder ” has the meaning ascribed to such term under the heading “ Options to Purchase Securities – Stock Option Plan ”.

“ Option ” means an option to purchase a Common Share issued pursuant to the Stock Option Plan.

“ Order ” has the meaning ascribed to such term under the heading “ Directors and Executive Officers – Cease Trade Orders, Bankruptcies ”.

" QPs " means the Qualified Persons, as defined in NI 43-101, of the Technical Report being Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., Mr. James (Jim) Touw, B.Sc., P. Geol. of Hydrogeological Consultants Ltd., and Mr. Charles Edwards M.Sc., P. Eng. of Chuck Edwards Extractive Metallurgy Consulting.

“ Shareholders ” means the holders of the Common Shares and “ Shareholder ” means any one of them.

“Special Warrants” means the outstanding special warrants of the Company comprised of one Special Warrant Unit.

“Special Warrant Unit” means one unit of the Company comprised of one Common Share and one-half of one Warrant, with each whole Warrant exercisable to purchase an additional Common Share at an exercise price of $2.00 per Common Share until the date that is 36 months from the date of issuance of the Warrant.

“ Stock Option Plan ” means the stock option plan of the Company as approved by the Board on June 2, 2021, as amended from time to time.

“ Sturgeon Lake Project ” means a mineral claim property located in west-central Alberta, Canada, and comprised of 28 Alberta Metallic and Industrial Mineral Permits that collectively form a contiguous package of land that totals 227,937.5 hectares.

“ Technical Report” means the independent NI 43-101 compliant technical report dated June 17, 2021 entitled Inferred Resource Estimate On Lithiumbank Resources Corp.’s Sturgeon Lake Lithium-Brine Property In WestCentral Alberta, Canada prepared by D. Roy Eccles M.Sc., P. Geol. of APEX Geoscience Ltd., Jim Touw B.Sc. P. Geol. of Hydrogeological Consultants Ltd. and Charles Edwards, P.Eng. of Chuck Edwards Extractive Metallurgy Consulting.

“ Underlying Broker Warrant ” has the meaning ascribed thereto under the heading “Options to Purchase Securities – Broker Warrants” .

“ United States ” or “ U.S. ” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

“ Warrants ” means the outstanding Common Share purchase warrants of the Company.

GLOSSARY OF GEOLOGICAL AND SCIENTIFIC TERMS

“ Assay ” is the chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.

“ CIM ” means the Canadian Institute of Mining, Metallurgy, and Petroleum.

“ Deposit ” is an informal term for an accumulation of mineralization or other valuable earth material of any origin.

“ Dip ” is the angle at which a vein, structure or rock bed is inclined from the horizontal as measured at right angles to the strike.

“ Fault ” is a break in the Earth’s crust caused by tectonic forces which have moved the rock on one side with respect to the other.

“ g/t ” means grams per Metric Ton.

“ Grade ” is a term used to indicate the concentration of an economically desirable mineral or element in its host rock as a function of its relative mass. With gold, this term may be expressed as grams per tonne (g/t) or ounces per tonne (opt).

“ Ha ” means hectares.

“ IP ” means Induced Polarization Survey, an electrical geophysical technique.

“ Kg ” means kilograms.

“ Km ” means kilometres.

“ m ” means meters.

“ M ” means million.

“ Mineral ” is a naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favourable conditions, a definite crystal form.

“ mt ” or “ t ” means metric tonnes.

“ NI 43-101 ” means National Instrument 43-101 Standards of Disclosure for Mineral Projects.

“ ppm ” means parts per million.

“ Ton ” or “ Tonne ” means a metric ton of 1,000 kilograms (2,205 pounds).

“ Vein ” is a fissure, fault or crack in a rock filled by minerals that have travelled upwards or laterally from a deep source.

“ Waste ” means unmineralized, or rock which is insufficiently mineralized to mine at profit.

“ Zone ” is an area of distinct mineralization.

ABOUT THIS PROSPECTUS

An investor should rely only on the information contained in this Prospectus and is not entitled to rely on parts of the information contained in this Prospectus to the exclusion of others. The Company has not authorized anyone to provide investors with additional, different or inconsistent information. If anyone provides investors with additional, different or inconsistent information, including information or statements in media articles about the Company, investors should not rely on it.

The information contained in this Prospectus is accurate only as of the date of this Prospectus or the date indicated, regardless of the time of delivery of this Prospectus. The Company’s business, financial condition, operating results and prospects may have changed since the date of this Prospectus.

The information contained on the Company’s website is not intended to be included in or incorporated by reference into this Prospectus and investors should not rely on such information.

Any graphs, tables or other information demonstrating the historical performance or current or historical attributes of the Company or any other entity contained in this Prospectus are intended only to illustrate historical performance or current or historical attributes of the Company or such entities and are not necessarily indicative of future performance of the Company or such entities.

This Prospectus includes summary descriptions of certain material agreements of the Company (see “ Material Contracts ”). The summary descriptions disclose provisions that the Company considers to be material but are not complete and are qualified by reference to the terms of the material agreements, which will be filed with the Canadian securities regulatory authorities and will be available under the Company’s profile on SEDAR at www.sedar.com. Investors are encouraged to read the full text of such material agreements.

Unless otherwise noted, all currency amounts in this Prospectus are stated in Canadian dollars.

MEANING OF CERTAIN REFERENCES

Unless otherwise noted or the context otherwise indicates, “LithiumBank” or the “Company” refers to LithiumBank Resources Corp. as constituted on the date of this Prospectus.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Prospectus contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, “ forward-looking statements ”), which reflect management's expectations regarding the Company’s future growth, results from operations (including, without limitation, statements about the Company’s opportunities, strategies, competition, expected activities and expenditures as the Company pursues its business plan, the adequacy of the Company’s available cash resources and other statements about future events or results), performance (both operational and financial) and business prospects, future business plans and opportunities. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to:

planned exploration activities;
expectations regarding the potential mineralization and geological merits of the Sturgeon Lake Project;
exploration program cost estimates;
future financings;
the timing of the receipt for this Prospectus and the timing and receipt of regulatory and other required approvals;
the listing of the Common Shares on the TSXV, including the Company fulfilling all applicable listing requirements;

the Company’s intended use of available funds;
the Company’s future business plans and the Company’s expectations with respect to the achievement of certain milestones;
expectations regarding the ability and need to raise further capital;
the Company’s compensation policy and practices;
the Company’s expected reliance on key management personnel, advisors and consultants;
future composition of the Board; and
effects of COVID-19.

Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this Prospectus including, without limitation, assumptions about:

anticipated cost of planned exploration activities;
that the Company’s current exploration activities and other corporate activities will proceed as expected;
that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company’s planned exploration activities will be available on reasonable terms and in a timely manner;
that general business and economic conditions will not change in a material adverse manner;
the accuracy of budgeted costs and expenditures;
future currency exchange rates and interest rates;
operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner;
the Company’s ability to attract and retain skilled personnel;
political and regulatory stability;
requirements under applicable laws;
stability in financial and capital markets; and
• expectations regarding the level of disruption to the Company’s business as a result of COVID-19.

Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation:

risks related to the Company's limited operating history and negative cash flow;
the risk that the Company will have a lack of adequate capital;
liquidity concerns and dependence on third party financing;
the Company may not be able to obtain additional funding when required, or at all;
no known mineral reserves or mineral resources have been discovered on the Sturgeon Lake Project;
the Company’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations;
public health crises such as the COVID-19 pandemic may adversely impact the Company’s business;
the volatility of global capital markets over the past several years has generally made the raising of capital more difficult;
risks associated with political instability and changes to the regulations governing the Company’s business operations;
the success of the Company is largely dependent on the performance of its directors and officers;
the Company and/or its directors and officers may be subject to a variety of legal proceedings, the results of which may have a material adverse effect on the Company’s business;
the Company may be adversely affected if potential conflicts of interests involving its directors and officers are not resolved in favour of the Company;
if securities or industry analysts do not publish research or publish inaccurate or unfavourable research about the Company’s business the price and trading volume of the Common Shares could decline;

there is no existing public market for the Common Shares and an active and liquid one may never develop, which could impact the liquidity of the Common Shares;
the Common Shares may be subject to significant price volatility;
dilution from future equity financing could negatively impact holders of Common Shares;
the Company may not use the funds available to it in the manner described in this Prospectus;
internal controls cannot provide absolute assurance with respect to the reliability of financial reporting and financial statement preparation;
upon becoming a reporting issuer, the Company will be subject to costly reporting requirements;
the Company may be unable to implement its business strategy or achieve its stated milestones within the timeframe expressed in this Prospectus, or at all;
the Company may be unable to manage its growth;
risks associated with security breaches;
the Company’s failure to maintain, promote and enhance its brand status;
the Company’s business now or in the future may be adversely affected by risks outside the control of the Company;
risks associated with the Company’s reliance on strategic partnerships;
reputational risk;
risks associated with protection of intellectual property; and
• other factors discussed under “ Risk Factors ”.

Although the Company has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, conditions, results, performance or achievements to differ from those anticipated, estimated or intended. See “ Risk Factors ” for a discussion of certain factors investors should carefully consider before deciding to invest in securities of the Company.

The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements contained herein. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements contained herein are made as of the date of this Prospectus and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws.

CAUTIONARY NOTE REGARDING TECHNICAL INFORMATION

This Prospectus contains disclosure of scientific or technical information for the Company’s mineral project that is based on the technical report for the Company’s material property, the Sturgeon Lake Project. This report is identified under “ The Sturgeon Lake Project ” below in the discussion of the property. This report was prepared in accordance with National Instrument 43-101 – Standards for Disclosure for Mineral Projects of the Canadian Securities Administrators, by or under the supervision of a “qualified person” (as defined in that National Instrument).

Any mineral reserve or resource figures, and scientific, technical or projected economic information or estimates referred to in this Prospectus are estimates, and no assurances can be given that the information will materialize. Such information is based on expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that the information included in this Prospectus is well established, the information by its nature is imprecise and depends, to a certain extent, upon statistical inferences which may ultimately prove unreliable. If such estimates of such information are inaccurate or are reduced in the future, this could have a material adverse impact on the Company.

POTENTIAL IMPACT OF THE COVID-19 PANDEMIC

In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China. Since then, the COVID-19 coronavirus has spread to over 150 countries and every state in the United States. On January 30, 2020, the World Health Organization declared the outbreak of coronavirus a “Public Health Emergency of International Concern.” On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency. The spread of the virus in many countries continues to adversely impact global economic activity and has contributed to significant volatility and negative pressure in financial markets and supply chains. The pandemic has had, and could have a significantly greater, material adverse effect on the U.S. economy where we conduct a majority of our business. The pandemic has resulted, and may continue to result for an extended period, in significant disruption of global financial markets, which may reduce our ability to access capital in the future, which could negatively affect our liquidity.

The COVID-19 pandemic may also impact our workforce, our ability to complete projects in accordance with our contractual obligations, and we may incur increased labor and materials costs. Depending upon the severity of the COVID-19 coronavirus’ continued spread in the United States and other countries, we may experience disruptions that could severely impact our business, including:

limitation of company operations, including work from home policies and office closures;
one or more key officers and/or employees could be personally affected by the virus;
interruptions due to limitations on travel imposed or recommended by federal or state governments, employers and others; and
limitations in employee resources that would otherwise be focused on our business, due to sickness of employees or their families or the desire of employees to avoid contact with large groups of people.

Since December 11, 2020, the U.S. Food and Drug Administration (“ FDA ”) issued emergency use authorizations (EUA) for vaccines developed by Pfizer-BioNTech, Moderna, Inc., and Johnson & Johnson for the prevention of COVID-19. Other vaccine manufacturers are anticipated to receive FDA approval for additional vaccines. The emergency use authorizations allow the vaccines to be distributed in the U.S. While clinical trials of the vaccines demonstrated a high degree of effectiveness, there remains uncertainty as to the effectiveness of the vaccines outside clinical trials, the timing of the rollout of the vaccines, the immunization and acceptance rate, potential side effects of the vaccines, potential mutation of COVID-19 in response to the vaccines and other risks and uncertainties. The Johnson & Johnson vaccine was subject to a temporary suspension, pending further evaluation of blood clots in a limited number of recipients.

The extent to which the COVID-19 coronavirus may continue to impact our business and our profitability and growth will depend on future developments to combat COVID-19, which are highly uncertain and cannot be predicted with confidence, such as the effectiveness of vaccines, the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. Significant uncertainty remains as to the potential impact of the COVID-19 pandemic on our operations, and on the global economy as a whole. However, the COVID-19 pandemic has had an immediate negative impact on the mining industry and related businesses in 2020, which may continue in 2021.

THIRD PARTY INFORMATION

This Prospectus includes market, industry and economic data which was obtained from various publicly available sources and other sources believed by the Company to be true. Although the Company believes it to be reliable, the Company has not independently verified any of the data from third party sources referred to in this Prospectus, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying economic and other assumptions relied upon by such sources. The Company believes that its market, industry and economic data is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market, industry and economic data used throughout this Prospectus are not guaranteed and the Company does not make any representation as to the accuracy or completeness of such information.

PRESENTATION OF FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

The Company presents its financial statements in Canadian dollars. The following financials statements have been prepared in accordance with IFRS.

The audited annual consolidated financial statements of the Company for the years ended June 30, 2020 and 2021 attached as Schedule "A" hereto;
The audited annual consolidated financial statements of Former Lithium for the years ended September 30, 2020 and 2019 attached as Schedule "C" hereto;
The unaudited condensed interim financial statements of Former Lithium for the nine-month period ended June 30, 2021 attached as Schedule "E" hereto; and
The proforma consolidated financial statements of the Company as of June 30, 2021 attached as Schedule "G" hereto.

Certain financial information set out in this Prospectus is derived from such financial statements.

PROSPECTUS SUMMARY

The following is a summary of the principal features of this Prospectus and is qualified in its entirety by, and should be read together with, the more detailed information, financial statements and MD&A contained elsewhere in this Prospectus. This summary does not contain all of the information a potential investor should consider before purchasing securities of the Company. Please refer to the “Glossary” for a list of defined terms used herein.

The Company

The Company was incorporated under the BCBCA on May 31, 2019, under the name “Richmond Street Capital Corp.” On July 14, 2021, in connection with the RTO Transaction, described below, the Company changed its name to “LithiumBank Resources Corp.” The Company's head office and its registered and records office is located at 10[th] Floor – 595 Howe Street, Vancouver, British Columbia V6C 2T5 .

The Company is not a reporting issuer in any jurisdiction and the Common Shares are not listed or posted for trading on any stock exchange. The Company intends to apply to list its Common Shares on the TSXV. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

See “ Corporate Structure ” and “ Description of the Business ”.

The RTO Transaction

On June 30, 2021, the Company entered into an amalgamation agreement (the “ Amalgamation Agreement ”) with Former Lithium and NewCo, pursuant to which the Company acquired 100% of the issued and outstanding securities of Former Lithium pursuant to an arm’s length three-cornered amalgamation with Former Lithium and Newco (the “ RTO Transaction ”). The RTO Transaction was completed on July 13, 2021.

In connection with the RTO Transaction and pursuant to the terms of the Amalgamation Agreement: (i) the Company completed a name change from “Richmond Street Capital Corp.” to “LithiumBank Resources Corp.”; and (ii) Former Lithium amalgamated with Newco under subsection 269 of the BCBCA to form HoldCo. HoldCo became a whollyowned subsidiary of the Company and the Former Lithium Shareholders were issued one Common Share for every one Former Lithium Share held immediately prior to the completion of the RTO Transaction. After completion of the RTO Transaction, The Company took over the business of Former Lithium and although the Transaction resulted in HoldCo becoming a wholly-owned subsidiary of the Company, the RTO Transaction constituted a reverse take-over of the Company because it resulted in the shareholders of HoldCo obtaining control of the combined entity by obtaining control of the voting rights, governance, and management decision making processes, and the resulting power to govern the financial and operating policies of the combined entity. See information under the heading – “ Corporate Structure -, The RTO Transaction ” for more information on the RTO Transaction.

Principal Business

The Company is an exploration and development company focused on direct brine lithium resources in Western Canada. The Company has over 2.46 million acres of potential Direct Lithium Extraction (“ DLE ”) amenable assets.

The Company's material property is the Sturgeon Lake Project, a mineral claim property located in west-central Alberta, Canada, directly south and west of the Town of Valleyview, approximately 85 km east of the City of Grande Prairie and 270 km northwest of the City of Edmonton. The Sturgeon Lake Project is comprised of 28 Alberta Metallic and Industrial Mineral Permits that collectively form a contiguous package of land that totals 227,937.5 hectares. Majority of the permits were acquired directly from the Government of Alberta through the Provinces on-line mineral tenure system. The balance of the claims that make up the Sturgeon Lake Project were acquired from 90th Capital Corp. under the 90[th] Capital APA. LithiumBank has 100% ownership of the mineral rights at the Sturgeon Lake Project. 18 of the 28 mineral permits encompass the Sturgeon Lake Leduc Formation reef complex and reservoir.

on August 26, 2021 LithiumBank successfully bid for and was awarded over 113,000 mostly contiguous acres in the provincial government auction. LithiumBank is currently evaluating these newly acquired Saskatchewan holdings and expects to start exploration in Saskatchewan within two years;
the Company is also working to start exploration in British Columbia and recently partnered with Geoscience BC to analyze mineral data in the province which will give the Company valuable data to identify prospective properties. The British Columbia holdings include 15 mineral permits; and
on July 31, 2020, the Company entered into the 90[th] Capital APA (defined below under the heading “ Description of the Business – History ”) with 90th Capital Corp. pursuant to which the Company acquired from 90th Capital Corp. mineral permits, and agreements in relation to properties located in Alberta. Planned activities are ongoing with both Fox Creek and Sturgeon Lake.

See “ Description of the Business – Business of the Company ” and “ Details of the Sturgeon Lake Project .”

Risk Factors

An investment in the Company involves a substantial degree of risk and should be regarded as highly speculative due to the nature of the business of the Company. Prospective investors should carefully consider and evaluate all risks and uncertainties involved in an investment in the Company, including risks related to, or based on the fact that: market for the Common Shares and volatility of Common Share price; speculative nature of investment risk and no history of dividends; additional funding and possibility of dilution; TSXV listing; volatility of share price; limited operating history; financing requirements; litigation; negative operating cash flow and dependence on third party financing; going concern risk; reliance on limited number of properties; forfeiture of option agreement and property interests; no known mineral resources or reserves; aboriginal title and consultation issues; health and safety laws and regulations; community relationships; exploration risks; land reclamation requirements; climate change; a shortage of equipment and supplies could adversely affect our ability to operate our business; reliance upon key management and other personnel; title to properties; impact of COVID-19;uninsurable risks; conflicts of interest; permits and licenses; environmental and other regulatory requirements; competition; liquidity and future financing risk; LithiumBank’s financial condition would be adversely impacted if its intangible assets become impaired; and tax risk. See “ Risk Factors ”.

Available Funds

The working capital available to the Company as at October 31, 2021, being the most month end prior to the date of this Prospectus, was $10,030,377 (disclosed on a consolidated basis).

Principal Purposes

The Company's working capital as at October 31, 2021 is intended to be used for the 12 months after the completion of the Listing as follows:

Item
Funds Available
Estimated workingcapital as of October 31,2021	$10,030,377(1)
Listingrelated costs	$(300,000)
Total available	$9,730,377

Principal Purpose for theUse of Funds Available
Remaining Recommended Work Program - Sturgeon Lake Project (Phase 1 and Phase 2)(2)	$713,462
Additional Costs for Proposed PEA - Sturgeon Lake Project	$492,760
Other Geological Services - Sturgeon Lake Project(14)	$800,000
SamplingProgram - Sturgeon Lake Project(13)	$450,000
Permits and Related - Sturgeon Lake Project - New Claims	$200,000

SamplingProgram – British Columbia Claims(12)	$300,000
Other Geological Services – British Columbia Claims(15)	$100,000
Other Geological Services - Alberta Claims (Excluding(16) Sturgeon Lake)	$295,826
Other Geological Services - Saskatchewan Claims(17)	$100,000
Permits and Related - Potential New PropertyAcquisitions	$2,500,000
Exploration Travel and Related	$40,000

TSX OTC and other regulatory (3)	$43,000
Transfer agent and AGM(4)	$26,400
Auditor(5)	$76,000
Travel(6)	$60,000
Directors fees(7)	$240,000
Management fees(8)	$227,400
Marketing (9)	$491,333
Investor communications(10)	$200,000
Office andgeneral administration(allowance) (11)	$774,000
Unallocated workingcapital	$1,600,196
Total use of funds	$ 9,730,377

Notes:

(1) Represented on a consolidated basis and includes the net proceeds of the Concurrent Financing in the amount of approximately $6,300,000. See disclosure under the heading " Description of the Business – History – Financings " for more information.
(2) To pursue the Company’s business objectives, the Company will target the milestones and conduct the recommended exploration program set forth in the Technical Report. Please see “ Sturgeon Lake Project ” and “U se of Available Funds – Business Objectives and Milestones ” for additional information.
(3) Comprised of annual sustaining fees and other regulatory fees.
(4) Comprised of transfer agent fees.
(5) Comprised of auditor's fees.
(6) Comprised of business-related travel expenses;
(7) Comprised of exclusively of director fees.
(8) Comprised of CEO and CFO contractual fees. See disclosure under the heading " Employment, Consulting and Management Agreements".
(9) Comprised of marketing and related expenses.

(10) Comprised of estimated investor relation consulting services and related services.
(11) The estimated general and administrative costs for the next 12 months are broken down as follows: (i) consulting - $411,000; (ii) Other professional fees - $263,000; (iii) office and miscellaneous $100,000.
(12) This consists of field work, laboratory analysis of field samples in North East B.C. and technical presentation at conference.
(13) This consists of second round of mineral processing ($200,000); and additional sampling from other formations ($250,000).
(14) This consists of a First Nation option agreement ($350,000); and other geological consulting services ($450,000).
(15) This consists of prospective geological consulting services.
(16) This consists of prospective geological consulting services on properties other than Sturgeon Lake (including newly acquired properties).
(17) This consists of prospective geological consulting services for Saskatchewan properties.

The Company intends to spend its available funds as set out in this Prospectus. However, there may be situations where, due to changes in the Company’s circumstances, business outlook, and/or for other reasons, that a reallocation of funds is necessary in order for the Company to achieve its overall business objectives.

See “ Use of Available Funds - Principal Purposes ”.

Selected Financial Information

The following table sets out certain selected audited and unaudited financial information that has been derived from detailed information contained in the financial statements of the Company, Former Lithium and the proforma consolidated financial statements for the Company, and notes thereto appearing elsewhere in this Prospectus. The Company prepares its financial statements in accordance with IFRS. Investors should read the following information in conjunction with the following:

The audited annual consolidated financial statements of the Company for the years ended June 30, 2020 and 2021 attached as Schedule "A" hereto;
The unaudited condensed interim financial statements of Former Lithium for the nine-month period ended June 30, 2021 attached as Schedule "E" hereto; and
The proforma consolidated financial statements of the Company as of June 30, 2021 attached as Schedule "G" hereto.

As such, the financial information in the table below contains both audited and unaudited information.

As at June 30, 2021	Lithiumbank (audited) $	Former Lithium (unaudited)(1) $	Proforma Adjustments $	Proforma (unaudited) $
Balance sheet
Current assets	189,234	5,306,726	6,201,065	11,697,025
Total assets	189,234	5,403,558	6,201,065	11,793,857
Current liabilities	19,388	75,828	Nil	95,216
Total liabilities	19,388	75,828	Nil	95,216
Shareholders’ Equity (accumulated deficit)	169,846	5,327,730	6,201,065	11,698,641

Notes:

(1) Based on the unaudited condensed interim financial statements of Former Lithium for the ninemonth period ended June 30, 2021.

See “ Management's Discussion and Analysis of Financial Condition and Results of Operations ” and “ Financial Statement Disclosure ”.

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated under the British Columbia Business Corporation Act on May 31, 2019 under the name “Richmond Street Capital Corp.” On July 14, 2021, in connection with the RTO Transaction, described below, the Company changed its name to “LithiumBank Resources Corp.” The Company's head office is located at 2820-200 Granville Street, Vancouver BC, V6C 1S4 and its registered and records office is located at 10[th] Floor – 595 Howe Street, Vancouver, British Columbia V6C 2T5. On July 13, 2021 the Company completed its acquisition of HoldCo. A description of these corporate actions is set out below.

Intercorporate relationships

The Company has two wholly owned subsidiaries being:

2277445 Alberta Ltd. a corporation incorporated under the Business Corporations Act (Alberta) on July 28, 2020; and
HoldCo, which was formed under the name “LithiumBank Holdings Inc., on July 13, 2021, pursuant to the amalgamation of NewCo and HoldCo under the BCBCA. See disclosure under the heading “ The RTO Transaction ” for more information.

The RTO Transaction

On June 30, 2021, the Company entered into the Amalgamation Agreement with Former Lithium and NewCo, pursuant to which the Company completed the RTO Transaction. In connection therewith, it acquired 100% of the issued and outstanding securities of Former Lithium pursuant to an arm’s length three-cornered amalgamation with Former Lithium and Newco. The RTO Transaction was completed on July 13, 2021.

28,776,250 Common Shares to the Former Lithium Shareholders at a deemed price of $0.80 per Common Share;
2,195,000 Options to prior respective optionholders of Former Lithium, 1,995,000 of such Options entitling the holder to purchase one Common Share at an exercise price of $0.20 until October 28, 2025, 100,000 of such Options entitling the holder to purchase one Common Share at an exercise price of $0.20 until April 1, 2023, and 100,000 of such Options entitling the holder to purchase one Common Share at an exercise price of $0.80 until May 27, 2023;
3,863,125 Warrants to the prior respective warrantholders of Former Lithium, with each such Warrant entitling the holder thereof to acquire one Common Share at a price of $1.20 for a period of one year from the date of issuance; and
482,901 Broker Warrants to the prior respective holders of Former Lithium, with each Broker Warrant entitling the holder thereof to acquire one unit consisting of one Common Share and one-half of one Underlying Broker Warrant at a price of $0.80 per unit May 2, 2022; and with each Underlying Broker Warrant being exercisable to acquire one Common Share at a price of $1.20 for a period of one year from May 3, 2021.

After completion of the RTO Transaction, the Company took over the business of Former Lithium and although the Transaction resulted in HoldCo becoming a wholly-owned subsidiary of the Company, the RTO Transaction

constituted a reverse take-over of the Company because it resulted in the shareholders of HoldCo obtaining control of the combined entity by obtaining control of the voting rights, governance, and management decision making processes, and the resulting power to govern the financial and operating policies of the combined entity.

DESCRIPTION OF THE BUSINESS

Business of the Company

General

The Company is an exploration and development company focused on direct brine lithium resources in West-Central Alberta. The Company has over 2.35 million acres of potential DLE amenable assets.

Notwithstanding the fact that the Sturgeon Lake Project is the Company’s only material property, the Company continues to consider other regional opportunities in the event the Sturgeon Lake Project does not yield favorable results, and in connection therewith, it has acquired the Saskatchewan Claims, the British Columbia Claims and the Alberta Claims (each as defined below) and has entered into certain material agreements relating to such properties, all as more particularly described below under the heading " Other Properties and Agreements. "

Additionally, since incorporation, the Company has taken the following steps to develop its business:

recruited competent and knowledgeable directors and officers with strong experience in finance, exploration, mine development, and mine operations and with the skills required to operate a publicly listed mineral exploration company;
developed the Technical Report for the Sturgeon Lake Project;
entered into the various agreements summarized below under the heading “ Material Agreements ” and " Other Properties and Agreements "; and
raised aggregate gross proceeds of $7,542,300 through the sale of Common Shares to finance the Company's business to date; and $6,848,983.50 through the issuance of special warrants.

Sturgeon Lake Project Related Agreements

Royalty Agreement

On July 31, 2020, the Company entered into a non-arm's length royalty agreement (the “ Royalty Agreement ”) with 2271603 Alberta Ltd., a corporation controlled by Robert Shewchuk, the CEO and a director of the Company (“ Royalty Holder ”). As a result of Mr. Shewchuk's ownership interest in the Royalty Holder, it is Non-Arm's Length Party (as defined in the policies of the TSXV) to the Company . Pursuant to the Royalty Agreement, the Royalty Holder agreed to provide certain consulting services to the Company in respect of the mineral claims forming all properties acquired to date, being the Sturgeon Lake Project, the British Columbia Claims, the Alberta Claims and the Saskatchewan Claims. The Royalty Holder has played a vital role in identifying and assisting the Company in acquiring such claims. In consideration thereof, the Company has granted and agreed to pay the Royalty Holder, a royalty equal to 2% of the Gross

Proceeds (as defined in the Royalty Agreement) realized from the sale, for value as a commercial product by or on behalf of the Company, of the following:

lithium carbonate, lithium hydroxide, lithium monohydrate, and lithium concentrate or other final products of lithium brine beneficiation and any other locatable minerals having commercial value that are produced from the Sturgeon Lake Project, the Alberta Claims and the Saskatchewan Claims; and
locatable minerals having commercial value that are produced from the British Columbia Claims, and any additional claims that are acquired as result of the Sampling Program LOI (as defined below),

(the “ Royalty ”).

The Royalty exists in perpetuity, shall not be terminated by reason of the suspension of operations or closure of any mine or mining operations on the Assets and shall run with and bind to the title of the Assets. Additionally, pursuant to the Royalty Agreement:

the Company has complete discretion concerning the nature, timing and extent of all exploration, development, mining and other operations conducted or for the benefit of the Assets and does not owe the Royalty Holder any duty to explore, develop or mine the Assets;
the Royalty Holder has also granted the Company an option to purchase from the Royalty Holder, half of the Royalty, thereby reducing it from 2% to 1% for aggregate consideration of $2 million.
the Company has provided an indemnification to the Royalty Holder for any loss arising out of any breach of the Royalty Agreement, by the Company; and
the Company has also agreed that any permits and mineral agreements acquired by it within 12 months from the date of the Royalty Agreement will deemed to be “Assets” and subject to the Royalty. All permits acquired up to September 30, 2021 apply to this agreement.

Brine Access Agreement

On May 14, 2021, LithiumBank executed a brine access agreement (the “ Brine Access Agreement ”) with a major petro-operator in control of the Sturgeon Lake South and Sturgeon Lake North oilfields. The Brine Access Agreement permits LithiumBank to obtain brine from the existing oil and gas infrastructure for the purpose of exploration work (i.e., assaying, and mineral processing test work). The Brine Access Agreement includes access to the now suspended wells, in which the petro-operator has agreed to reopen a select number of wells that will enable LithiumBank access to the Leduc Formation aquifer brine. Pursuant to the Brine Access Agreement, the Company completed certain mini-brine sample collection work and will continue the have access to such sample notwithstanding any termination of the Brine Access Agreement. See disclosure under the heading “ The Strugeon Lake Project – Property Description, Location and Access .”

Hatch Agreement

On October 21, 2021, the Company entered into a hatch professional services agreement with Hatch Ltd. (" Hatch ") for engineering and consultancy services (the " Hatch Agreement "). The Company is considering the development of a lithium plant utilizing direct lithium extraction (" DLE ") at the Sturgeon Lake Project. In a previous phase, the Company engaged Hatch for approximately $70,000 to assess multiple DLE processing technologies to recover lithium from the oilfield brine. Following completion of this study by Hatch, three process options were decided, with the Company, for further investigation. Pursuant to the Hatch Agreement, Hatch has agreed to perform the services set out in Hatch's proposal for the testwork preparation and management, engineering development and assembly of a Preliminary Economic Assessment (" PEA ") for the Sturgeon Lake Project, in accordance with NI 43-101 Standards. The aim of the proposal is to provide

LithiumBank a PEA on the recommended processing route. The following are key deliverables which will be produced by Hatch for the Company during the course of the PEA for the Company's processing plant:

plant block flow diagrams;
stream tables;
major equipment list;
capital cost estimate, to a target accuracy of +/-30%;
operating cost estimate, to a target accuracy of +/- 30%;
market study report section;
financial model; and
PEA study report – in accordance with NI 43-101 Standards, for one DLE option.

Additionally, Hatch has agreed to perform and to draft certain sections of the Technical Report relating to the Sturgeon Lake Project. In consideration of the foregoing services, the Company has agreed to compensate Hatch in accordance with the schedule of hourly rates appended as Attachment B to the Hatch Agreement. In the 12 months following completion of the Listing, the Company intends to spend approximately $492,760 on the PEA. Hatch has limited its liability to the amount of the professional fees paid to hatch pursuant to the Hatch Agreement up to $100,000 plus 10% of such fees paid in excess of $100,000, up to a maximum of $1,000,000. The Hatch Agreement includes a standard indemnity clause in favour of Hatch. The Company may suspend the PEA or terminate the Hatch Agreement by providing Hatch with 30 days prior written notice, provided that if the aggregate duration of all suspensions exceed 60 days, Hatch may terminate the Hatch Agreement. The Hatch Agreement contains other standard termination clauses and a 12 month mutual non-solicitation clause.

MGX Data Access Agreement

On February 10, 2021, the Company and MGX Minerals Ltd. (" MGX ") entered into the MGX Data Access Agreement (as defined under the heading " The Sturgeon Lake Project – Current Technical Report "), pursuant to which MGX authorized LithiumBank to access all technical information and data that has been prepared for MGX in respect of the Sturgeon Lake Project. See disclosure under the heading " The Sturgeon Lake Project – Current Technical Report" for more details.

Other Properties and Agreements

British Columbia Claims

LithiumBank assessed various mineral projects for acquisition and through auction, between December 2, 2020 and December 4, 2020, the Company staked and acquired 15 Clarke Lake Mineral Title permits in British Columbia (the " British Columbia Claims ") for an aggregate purchase price of $39,864, paid entirely in cash. The British Columbia Claims were acquired through the British Columbia government's online staking platform, Mineral Titles Online platform. The British Columbia Claims are valid for one year, unless the Company completes certain work commitments prescribed by the British Columbia government. The Company does not expect to fulfill the required work commitments as the exploration activities conducted by the Company to date on the British Columbia Claims do not qualify as approved expenditures under the Tenure Act (British Columbia). The Company is working to start exploration in British Columbia and recently partnered with Geoscience BC, pursuant to the Sample Program LOI (defined below), to analyze mineral data in the province which will give the Company valuable data to identify prospective properties.

On June 8, 2021, the Company entered into a letter of intent, as amended on September 6, 2021 (the “ Sampling Program LOI ”) with Canadian Discovery Ltd. (“ CDL ”) and Matrix Solutions (“ Matrix ” and collectively with CDL, the “ Partners ”) with respect to a sampling program consisting of mineral sampling in northeastern British Columbia (the “ Sampling Program ”) The Sampling Program LOI contains a exclusivity provisions preventing the parties from entering into any agreements or arrangements that would require them to abandon or fail to proceed with the Sampling Program. The Sampling Program LOI terminates on December 20, 2021, however the parties are currently working on finalizing a definitive agreement. In connection with the foregoing, each of Geoscience BC and the Company has committed to a funding commitment of $200,000 each. On this basis the Sampling Program will be initiating with an initial funding commitment and budget of $400,000. The initial budget may be increased to a maximum of $910,000, subject to obtaining access to additional funding and to operating partner wells for sampling of produced formation water. In specific, the Company’s obligations under the definitive agreement will be to fund 50% of the Sampling Program on the following basis:
Initial budget (Phase 1) of $400,000 for a minimum contribution of $200,000 by the Company
- Phase 1a: Initial draw of $100,000 to be funded 50% by the Company in accordance with the “Milestones, Deliverables and Payment Schedule” attached as Schedule “B” to the Sampling Program LOI.
- Phase 1b: 50% of additional funding after the initial draw of $100,000. This will be determined on the success of operating agreements and access in place in accordance with the “Milestones, Deliverables and Payment Schedule” attached as Schedule “B” to the Sampling Program LOI.
If the budget is incrementally increased (Phase 2), the Company will fund 50% of the incremental budget, to a maximum contribution of $455,000, conditional upon obtaining funds from a matching source (based on a total budget of $910,000)

The Company further agrees that the Partners can call for further funding once the Partners have secured the additional funding up and until March 31, 2023. The Partners expect to provide the Company and any operating partner(s) exclusive access to an interim report which will include: (i) collected, analyzed and quality-controlled data; (ii) component maps of lithium and other analyzed mineral concentrations for all sampled aquifers; and (iii) sampling protocols and methodologies. Consideration will also be given to releasing interim results to operators that provide access to specific wells.

Saskatchewan Claims

On August 26, 2021, LithiumBank successfully completed a cash bid in the amount $998,875 for over 113,000 mostly contiguous acres in the provincial government auction (the " Saskatchewan Claims "). LithiumBank is currently evaluating these newly acquired Saskatchewan Claims and expects to start exploration in Saskatchewan within two years.

Alberta Claims

On July 31, 2020, the Company entered into the 90[th] Capital APA (defined below under the heading “ Description of the Business – History ”) with 90th Capital Corp., pursuant to which the Company acquired from 90th Capital Corp. 50 mineral permits, and agreements in relation to properties located in Alberta, in exchange for 1,000,000 Common Shares at a deemed issue price of $0.020 per share (the " Alberta Claims ") for a fair value of $20,000 . A total of 9 of the Alberta Claims form part of the Sturgeon Lake Project. There are currently active (e.g. Sturgeon Lake & Simonette) and planned (e,g. Fox Creek) exploration activities for these properties. Please see " Use of Available Funds – Principal Purposes " for more information. The Alberta Claims are subject to the Royalty Agreement.

Expenditures

As of the date hereof, the Company has made the following expenditures on each of its properties:

Claims	Acquisition Costs	Total Expenditures	Stage
		to Date(2)	Development
Sturgeon Lake	$15,594	$752,922	Early
Saskatchewan Claims	$998,875	$4,766	Early
British Columbia Claims	$39,864	$48,051	Early
Alberta Claims(1)	$50,750	$581,956	Early

Notes:

(1) $ 20,000 of the amount was paid by the issuance of 1,000,000 Common Shares at a deemed issue price of $0.020 per share.

(2) This figure excludes the acquisition costs of each property.

Specialized Skills and Knowledge

Various aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include, but are not limited to, expertise related to the geology, mineral exploration and development of exploration assets, legal and regulatory compliance requirements of public companies, marketing, finance and accounting . The Company also expects to rely upon various legal and financial advisors, scientific and clinical consultants and others in the operation and management of its business. See “ Risk Factors – Risks Related to the Business – Reliance upon Key Management and Other Personnel.”

Competitive Conditions

The mining industry is intensely competitive in all its phases. The Company competes for the acquisition of mineral properties, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees with many companies possessing greater financial resources and technical facilities than the Company. The competition in the mineral exploration and development business could have an adverse effect on the Company’s ability to acquire suitable properties or prospects for mineral exploration in the future.

The mining business is competitive in all phases of exploration, development and production. LithiumBank competes with a number of other exploration and mining companies in the search for, and acquisition of, mineral properties, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees with many companies possessing greater financial resources and technical facilities than the Company. As a result of this competition, LithiumBank may be unable to acquire attractive mineral properties in the future on terms it considers acceptable. LithiumBank also competes for financing with other resource companies, many of whom have greater financial resources and/or more advanced properties. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to LithiumBank.

The ability of LithiumBank to acquire properties largely depends on its success in exploring and developing its present properties and on its ability to select, acquire and bring to production suitable properties or prospects for mineral exploration and development. LithiumBank may compete with other exploration and mining companies for the procurement of equipment and for the availability of skilled labor. Factors beyond the control of LithiumBank may affect the marketability of minerals mined or discovered by LithiumBank. See “ Risk Factors ” in this Prospectus.

Intangible Properties

The Company’s business is not heavily reliant on intangible properties; nonetheless the Company has purchased the domain name www.lithiumbank.ca

Cycles

The Company is an exploration and evaluation stage company, focused on mining. As a result, prices of mineral and other metals will have a direct impact on its business. Declining prices can, for example, impact operations by requiring a re-assessment of the feasibility of a particular project, and they can also impact our ability to raise capital. See “ Risk Factors – Exploration .”

Economic Dependence

The Company’s business is substantially dependent on the continuance of the development of Sturgeon Lake and exploration program of other properties.

Changes to Contracts

The Company's business is not reasonably expected to be affected in the current financial year by the renegotiation or termination of any contracts or sub-contracts.

Employees

As of the date hereof, the Company has four officers and eight consultants actively working for the Company.

Foreign Operations

The Company has no foreign operations.

Bankruptcy and Similar Procedures

LithiumBank does not and has not had any bankruptcy (whether voluntary or otherwise), receivership or other similar proceedings instituted by it or against it since its incorporation nor are any such proceedings being contemplated or threatened in the foreseeable future.

Reorganizations

As noted above, under the heading “ Corporate Structure – The RTO Transaction ” on July 13, 2021, the Company completed the RTO Transaction, pursuant to which it acquired 100% of the issued and outstanding securities of Former Lithium pursuant to an arm’s length three-cornered amalgamation with Former Lithium and Newco. In connection with the RTO Transaction and pursuant to the terms of the Amalgamation Agreement: (i) the Company completed a name change from “Richmond Street Capital Corp.” to “LithiumBank Resources Corp.”; and (ii) Former Lithium amalgamated with Newco under subsection 269 of the BCBCA to form HoldCo. HoldCo became a wholly-owned subsidiary of the Company and the Former Lithium Shareholders were issued one Common Share for every one Former Lithium Share held immediately prior to the completion of the RTO Transaction.

For more information on the RTO Transaction, see disclosure under the heading “ Corporate Structure – The RTO Transaction. ”

Social or Environmental Policies

The Company places great emphasis on providing a safe and secure working environment for all of its contractors and consultants and recognizes the importance of operating in a sustainable manner. The Company has adopted a code of business ethics and conduct that sets out the standards which guide the conduct of its business and the behavior of its directors, officers, employees and consultants. The code of business ethics and conduct, among other things, sets out

standards in areas relating to the Company’s commitment to health and safety in its business operations and the identification, elimination or control of workplace hazards; promotion and provision of a work environment in which individuals are treated with respect, provided with equal opportunity and is free of all forms of discrimination and abusive and harassing conduct; and ethical business conduct and legal compliance. Additionally, the Company intends to conduct its activities in accordance with high environmental standards, including compliance with environmental laws, policies and regulations.

History

Business Transactions

The Company was incorporated under the BCBCA on May 31, 2019, under the name “Richmond Street Capital Corp.”

Commencing on July 22, 2020 and continuing at various dates being September 17, 2020; February 2, 2021; April 28,2021; and September 22, 2021, the Company acquired, directly from the Government of Alberta through the Provinces on-line mineral tenure system, 100% ownership of certain of the mineral rights in the Sturgeon Lake Project, its only material property. The balance of the claims that make up the Sturgeon Lake Project were acquired from 90th Capital Corp. under the 90[th] Capital APA. The Company has 100% ownership interest in all of the claims that make up the Sturgeon Lake Project. See disclosure under the heading “ The Sturgeon Lake Project ” for more information.

On July 31, 2020, the Company entered into an asset purchase agreement (the “ 90[th] Capital APA ”) with 90th Capital Corp. pursuant to which the Company acquired from 90th Capital Corp. the Alberta Claims, in exchange for 1,000,000 Common Shares at a deemed issue price of $0.020 per share. A total of 9 of the Alberta Claims form part of the Sturgeon Lake Project. The claims acquired under the 90[th] Capital APA are located in the Sturgeon Lake and Fox Creek areas and make up a total of over 400,000 hectares. Active sampling is ongoing at Sturgeon Lake and additional sampling planned for the Fox Creek area.

On July 31, 2020, the Company entered into the Royalty Agreement with the Royalty Holder, being a corporation controlled by Robert Shewchuk, the CEO and a director of the Company. As a result of Mr. Shewchuk's ownership interest in the Royalty Holder, it is Non-Arm's Length Party (as defined in the policies of the TSXV) to the Company . Pursuant to the Royalty Agreement, the Royalty Holder agreed to provide certain consulting services to the Company in respect of the mineral claims forming all properties acquired to date. In connection therewith, the Royalty Holder was granted a 2% Royalty on the Sturgeon Lake Project, the British Columbia Claims, the Alberta Claims, the Saskatchewan Claims and any additional claims that are acquired as result of the Sampling Program LOI . See “ Description of the Business – Business of the Company – Material Agreements ” for more information.

Between December 2, 2020 and December 4, 2020, through the British Columbia government's online staking platform, Mineral Titles Online platform the Company staked and acquired the British Columbia Claims, being 15 Clarke Lake Mineral Title permits in British Columbia. See disclosure under the heading “ Description of the Business – Business of the Company – Other Properties and Agreements ” for more information.

On February 10, 2021, the Company and MGX entered into the MGX Data Access Agreement (as defined under the heading " The Sturgeon Lake Project – Current Technical Report "), pursuant to which MGX authorized LithiumBank to access all technical information and data that has been prepared for MGX in respect of the Sturgeon Lake Project. See disclosure under the heading " The Sturgeon Lake Project – Current Technical Report" for more details.

On May 14, 2021, LithiumBank executed the Brine Access Agreement with a major petro-operator in control of the Sturgeon Lake South and Sturgeon Lake North oilfields. See disclosure under the heading “ Description of the Business – Business of the Company – Material Agreements ” for more information.

On June 8, 2021, the Company entered into the Sampling Program LOI, as amended on September 06, 2021, with CDL and Matrix with respect to a sampling program consisting of mineral sampling in northeastern British Columbia. See disclosure under the heading “ Description of the Business – Business of the Company – Other Properties and Agreements ” for more information.

On July 14, 2021, in connection with the RTO Transaction, described under the heading “ Corporate Structure – RTO Transaction ”, the Company changed its name to “LithiumBank Resources Corp.”

On August 26, 2021, LithiumBank successfully completed a cash bid in the amount $998,875 for the Saskatchewan Claims, being over 113,000 mostly contiguous acres in the Saskatchewan provincial government auction. LithiumBank is currently evaluating these newly acquired Saskatchewan Claims. The Company expects to start exploration in Saskatchewan within two years.

On October 21, 2021, the Company entered into the Hatch Agreement with Hatch for engineering and consultancy services relating to the potential development of a lithium plant utilizing DLE at the Sturgeon Lake Project. Pursuant to the Hatch Agreement, Hatch has agreed to perform the Hatch Study which relates to test work preparation and management, engineering development and assembly of a PEA for the Sturgeon Lake Project, in accordance with NI 43-101 Standards. See disclosure under the heading “ Description of the Business – Business of the Company – Material Agreements ” for more information.

Financings

On May 31, 2019, 1 incorporator Common Share was issued at a price of $0.0001.

There were no Common Shares were issued during the year ended June 30, 2020.

On April 1, 2021, and June 3, 2021, the Company completed a non-brokered private placement of an aggregate of 3,819,999 Common Shares at a price of $0.05 per Common Share for aggregate proceeds of $191,000. The Company recognized $14,511 as Common Share issuance costs related to the issuance of these Common Shares.

On September 27, 2021, and October 15, 2021, the Company completed two tranches of a non-brokered private placement financing of an aggregate of 4,565,989 Special Warrants at a price of $1.50 per Special Warrant, for gross proceeds of $6,848,983.50 (the " Concurrent Financing "). Each Special Warrant is comprised of one Special Warrant Unit, with each Special Warrant Unit being comprised of one Common Share and one-half of one Warrant. Each Warrant is exercisable to acquire one Common Share at a price of $2.00 per Common Share for a period of 36 months from the date of issuance. Each Special Warrant will be deemed to be exercised at 4:00 p.m. (Vancouver time) on the date that is the earlier of (i) the fifth business day after the date on which the Company obtains a receipt from the applicable securities commission(s) in Canada for the final prospectus qualifying the distribution of the common shares to be issued upon exercise or deemed exercise of the Special Warrants; and (ii) the date that is four months and a day after date of issuance of the special warrants represented by the date of the special warrant certificates relating to the Special Warrants.

In connection with the Concurrent Financing, the Company issued to certain finders an aggregate of 365,278 Broker Warrants, being equal to up to 8.0% of the number of Special Warrants sold to subscribers introduced to the Company by such finders. Each Broker Warrant is exercisable to acquire one Broker Unit at a price of $1.50 per Broker Unit, with each Broker Unit being comprised of one Common Share and one-half of one Underlying Broker Warrant. 241,138 of the Broker Warrants are exercisable until September 27, 2024, with the 120,569 Underlying Broker Warrants being exercisable into one Common Share at an exercise price of $2.00 per share for a period of 36 months following the date of issue. 124,140 of the Broker Warrants are exercisable until October 15, 2024, with the 62,070 Underlying Broker Warrants being exercisable into one Common Share at an exercise price of $2.00 per share for a period of 36 months following the date of issue. The fair value of the broker warrants ($325,352) was estimated at the time of grant using the Black-Scholes model with the following significant inputs: Exercise price $1.50; Share price $1.50; Risk-free interest rate 0.32%; Expected term 3 years; volatility 95.51%; and no expected dividend.

Other Transactions

On June 30, 2021, the Company changed its year end from December 31 to June 30.

On July 13, 2021, the Company completed the RTO Transaction. In connection therewith and pursuant to the Amalgamation Agreement, the Company issued an aggregate of:

28,776,250 Common Shares to the Former Lithium Shareholders at a deemed price of $0.80 per Common Share;
2,195,000 Options to prior respective option holders of Former Lithium, 1,995,000 of such Options entitling the holder to purchase one Common Share at an exercise price of $0.20 until October 28, 2025, 100,000 of such Options entitling the holder to purchase one Common Share at an exercise price of $0.20 until April 1, 2023, and 100,000 of such Options entitling the holder to purchase one Common Share at an exercise price of $0.80 until May 27, 2023;
3,863,125 Warrants to the prior respective warrant holders of Former Lithium, with each such Warrant entitling the holder thereof to acquire one Common Share at a price of $1.20 for a period of one year from the date of issuance; and
482,901 Broker Warrants to the prior respective holders of Former Lithium, with each Broker Warrant entitling the holder thereof to acquire one unit consisting of one Common Share and one-half of one Underlying Broker Warrant at a price of $0.80 per unit May 2, 2022; and with each Underlying Broker Warrant being exercisable to acquire one Common Share at a price of $1.20 for a period of one year from the date of issuance.

For further details on the RTO Transaction, see disclosure under the heading “ Corporate Structure – The RTO Transaction. ”

Exploration and Development Plans

The Company plans to acquire additional claims in north America, engage in community relations, expand its current sampling program and continue the evaluation of DLE technologies to process lithium. Below is a synopsis on a property-by-property basis of the current projects and related activities:

The Company has begun sampling of wells in the Sturgeon Lake Project.
Clarke Lake comprises 56,390 acres of land near Fort Nelson. LithiumBank plan to sample 13 wells is currently underway.
Fox Creek is comprised of two separated blocks of land. The northern block consists of 76,825 hectares of contiguous ground and the southern block which consists of 238,545 hectares. To date, ten samples have been taken from 10 different wells from the Triassic aged Montney formation in the norther block. A seismic study on both north and south blocks is underway as well as a hydrogeological study of the Leduc formation. The Company is planning to sample all available wells that target the Leduc Formation.
Nipisi consists of 129,563 contiguous hectares of land. Samples from eight wells have been collected. All samples are from Devonian aged formations of the Gillwood, Slave Point and Keg River.
Swan Hills consists of 115,455 hectares from six separate blocks of land. Samples from seven wells have been collected. All samples were taken from the Swan Hills formation and additional sampling is expected.
Kakwa consists of 140,614 contiguous hectares. The Company has begun an initial sampling program of 1015 wells.
Valhalla consists of 36,111 hectares from two blocks of land. A sampling program of 5 to 10 wells is envisaged.

Expected Changes

The Company intends to move forward in carrying out its strategies, meeting its business objectives and developing its business as described elsewhere in this Prospectus – see information under the heading “ Description of the

Business ” for a description of the Company’s business. However, the Company’s strategies and business objectives may be impacted by changes in the global economy, the impact of COVID on the Company’s operations, personnel and financial condition, the impact of COVID on the operations, personnel and financial condition of the business partners of the Company, changes in legislation, and unanticipated costs.

THE STURGEON LAKE PROJECT

Current Technical Report

Information of a scientific or technical nature in respect of the Sturgeon Lake Project in this Prospectus is derived from the Technical Report, which is incorporated by reference into this Prospectus.

Pursuant to an authorization to access technical information letter dated February 10, 2021, LithiumBank formed a data access agreement (the " MGX Data Access Agreement ") with MGX, who had previously explored the Sturgeon Lake Project (2016-2020) for its Li-brine potential prior to dropping the property. Pursuant to the MGX Data Access Agreement, MGX authorized LithiumBank to access all technical information and data that has been prepared for MGXin respect of the Sturgeon Lake Project. The technical information and data include brine geochemical assays, hydrogeological information, and mineral processing results. It is the QP’s opinion that the transfer of intellectual exploration information provides a reasonable assessment of the Leduc Formation aquifer in that the data validates the lithium content of the brine and provides initial mineral processing test work results. The data are also relevant in that LithiumBank is reliant on these data to assess the Leduc Formation Li-brine resource because the Sturgeon Lake production wells were in a suspended state at the Effective Date of the Technical Report.

For readers to fully understand the technical information in this Prospectus, they should read the Technical Report (available on SEDAR at www.sedar.com under the Company's profile) in its entirety, including all qualifications, assumptions and exclusions that relate to the technical information set out in this Prospectus. Such qualifications, assumptions and exclusions are not fully described in this Prospectus and the following summary does not purport to be a complete summary of the Technical Report. The Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context.

Property Description, Location and Access

The Sturgeon Lake Project is in west-central Alberta, Canada, directly south and west of the Town of Valleyview, approximately 85 km east of the City of Grande Prairie and 270 km northwest of the City of Edmonton.
The Sturgeon Lake Project is comprised of 28 Alberta Metallic and Industrial Mineral Permits that collectively form a contiguous package of land that totals 227,937.5 hectares. Majority of the permits were acquired by the Company directly from the Government of Alberta through the Provinces on-line mineral tenure system. The balance of the claims that make up the Sturgeon Lake Project were acquired by the Company from 90th Capital Corp. under the 90[th] Capital APA. LithiumBank has 100% ownership of the mineral rights at the Sturgeon Lake Project. 18 of the 28 mineral permits encompass the Sturgeon Lake Leduc Formation reef complex and reservoir. LithiumBank acquired the properties to explore for lithium-brine (Li-brine).
The Sturgeon Lake Project is situated in an area where mid-1990’s to mid-2010’s Government and industry hypersaline formation water (or brine) studies have reported anomalous values of lithium (Li) and other metals (potassium, K; boron, B; bromine, Br; magnesium, Mg; calcium, Ca; and sodium, Na) in Late Devonian (Frasnian) aquifers associated with carbonate buildups in the Leduc Formation of the Woodbend Group. (e.g., Hitchon et al., 1993, 1995; Eccles and Jean, 2010; Eccles and Berhane, 2011). Access to the deep-seated confined aquifer Li-brine at the Sturgeon Lake Property is from oil and gas wells that have pumped the brine from depths of more than 2,350 m to the earth’s surface – essentially as wastewater associated with hydrocarbon products. Once the petroleum is extracted the brine is pumped, or injected, back down into its original Devonian aquifer. Hence, there is an opportunity to recovery lithium from an in-place and operational brine circuit.

The Sturgeon Lake Project can be accessed by provincial highways and secondary one- or two-lane all-weather roads. Access within the property is further facilitated by numerous all weather and dry weather gravel roads and tracks, many of which are serviced year-round due to oil and gas exploration in the area.
As of the Effective Date of the Technical Report, the Alberta Metallic and Industrial Mineral Permits associated with the Sturgeon Lake Project are active and in good standing. The permits grant LithiumBank the exclusive right to explore for metallic and industrial minerals for 7 consecutive 2-year terms (total of 14 years), subject to the submission of biannual assessment work to keep the permits in good standing. Work requirements for maintenance of permits in good standing are $5.00/ha for the 1st term, $10.00/ha for each of the 2nd and 3rd terms, and $15.00/ha for each the 4th, 5th, 6th, and 7th terms.

Work Commitment Requirements

Acquisition	Term	Rate	Hectares	Amount	Deadline
Date
July 2020	2	$5.00/ha	80,263	$401,315	July 2022
September 2020	2	$5.00/ha	26,594	$132,970	September 2022
February 2021	2	$5.00/ha	43,614	$218,070	February 2023
April 2021	2	$5.00/ha	61,349	$306,745	April 2023
September 2021	2	$5.00/ha	96,707	$483,535	September 2023

In Alberta, rights to metallic and industrial minerals, to bitumen (oil sands), to coal and to oil/gas are regulated under separate statutes, which collectively make it possible for several different ‘rights’ to coexist and be held by ‘different grantees’ over the same geographic location. Oil/gas leases and LithiumBank’s Alberta Metallic and Industrial Mineral Permits coexist in the Valleyview area and in the vicinity of, and under, LithiumBank’s Sturgeon Lake Project. An exploration licence must be obtained before a person or company can apply for or carry out an exploration program in Alberta. The prospector or company must obtain the appropriate approvals and permits from the Government of Alberta if: 1) mechanized exploration equipment is used; and/or 2) the land surface is disturbed.
Government royalty rates associated with any Li-production in Alberta, as administrated by the Department of Energy, would be subject to 1% gross mine-mouth revenue before payout, and after payout, the greater of 1% gross mine-mouth revenue and 12% net revenue.
LithiumBank executed the Brine Access Agreement with a major petro-operator in control of the Sturgeon Lake South and Sturgeon Lake North oilfields on May 14, 2021. The Brine Access Agreement permits LithiumBank to obtain brine from the existing oil and gas infrastructure for the purpose of exploration work (i.e., assaying, and mineral processing test work). This agreement includes access to the now suspended wells, in which the petrooperator has agreed to reopen a select number of wells that will enable LithiumBank access to the Leduc Formation aquifer brine.
At the early exploration stage, LithiumBank is completely reliant on the petro-operators permission for access to their lease(s) to acquire brine for test purposes. Any permits and licences associated with the lease have been granted exclusively to the oil and gas company. Upon approval from the petro-operator, the collection of the brine is conducted under the rules and guidance of the petro-operator lease protocols. LithiumBank’s brine sampling methodology does not require additional permits beyond the actual Alberta Metallic and Industrial Mineral Permit.
Lithiumbank is reliant on pre-existing oil and gas wells that are managed and operated by current petrocompanies. Hence there is some risk associated with a dependency on the petro-operation and continued brine access. It is possible that situations could arise where the petro-companies shut down well production – for example – due to poor commodity prices, modal abundance of petroleum product reserves, and/or production well performance of the reservoir. As a mitigation strategy, LithiumBank could permit and drill their own wells at the Sturgeon Lake Project or consider options such as purchasing the well, renting the operation of the well,

etc. LithiumBank’s mineral permits occur adjacent to 2 Sturgeon Lake First Nation Reserves, 154 and 154A, and Young’s Point Provincial Park. Specific land use conditions within the Sturgeon Lake Project include restrictions related to 1) the Trumpeter Swan habitat, which form a buffer Zone around identified lakes and water bodies and limit access development within 500 m of the high-water mark, and 2) key wildlife and biodiversity Zones, which occur along the eastern margin of the Sturgeon Lake Project and limit activity from January 15 to April 30 of each year.

History

Historical brine sampling by companies other than LithiumBank have been conducted by Lithium Exploration Group (LEXG) and MGX (MGX Minerals Inc.). The historical work conducted within the current boundaries of the Sturgeon Lake Project include Leduc Formation aquifer brine assay testing. Highlights of this work include:

Historical compilation work conducted by the Alberta Government in 2010 documented 2 brine analyses from separate wells with lithium concentrations of over 75 mg/L Li in the Leduc Formation aquifer underlying the Sturgeon Lake Project (84 and 140 mg/L Li).
A 2011 brine sampling program conducted by Lithium Exploration Group collected 48 Devonian Leduc Formation samples that yielded between 41.3 and 83.7 mg/L Li (averaged 67.0 mg/L Li).
A 2016 brine sampling program conducted by MGX Mineral Ltd. collected 13 brine samples that yielded an average lithium content of 61.5 mg/L Li.
A 2016 Government of Alberta brine sampling program collected 2 samples from Leduc Formation brine at the Sturgeon Lake oilfield that yielded 82.7 and 75.4 mg/L Li.

These historical brine sampling programs show that the lithium content in the Leduc Formation aquifer underlying the Sturgeon Lake oilfield and Sturgeon Lake Project is homogeneous with respect to lithium content. The homogeneity of lithium in the brine is observed both temporally and spatially. Lithium concentrations are similar from well-to-well throughout the Sturgeon Lake oilfield and in the brine that has been amalgamated from all well production at the Sturgeon Lake South Gas Plant. This is important because the Gas Plant collects brine from the various wells within the Sturgeon Lake oilfield, and therefore, contains the volumes of brine that may be necessary for any potential future pilot and/or production decisions.

The QPs conclude that the method of sample collection, preparation, security, and analytical techniques of the historical brine sampling work relates to industry standards for Li-brine exploration in deep-seated, confined aquifers. The author is not aware of any significant issues or inconsistencies that would cause one to question the validity of the historical assay data for use in resource estimates; especially in consideration that LithiumBank is currently unable to collect brine from the wells because the petro-operator has suspended the operation.

Geological Setting, Mineralization and Deposit Types

Regional, Local and Property Geology

Regional Geology

The regional stratigraphy of west-central Alberta and the Western Canada Sedimentary Basin (WCBS) is summarized in Table 7.1 (reproduced below). The geology of the Precambrian bedrock and Phanerozoic units underlying the Sturgeon Lake Project is summarized in Figures 7.1 and 7.2, respectively (reproduced below), and discussed in the text that follows.

Table 7.1. Regional Stratigraphy of the Sturgeon Lake Project area (adapted from Hitchon et al., 1990).

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Figure 7.1 Inferred basement geology of the Sturgeon Lake Project area. Source: Ross et al. (1991).

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Figure 7.2 Regional bedrock geology of the Sturgeon Lake Project area. Source: Prior et al. (2013).

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Precambrian Geology

The Sturgeon Lake Project lies near the centre of the WCSB south of the Peace River Arch (PRA). The property lies mostly on the Chinchaga Terrane (Figure 7.1 reproduced above), with the northwest corner of the property on the Ksituan Magmatic Arc (Panǎ, 2003). The Chinchaga Terrane is part of the Buffalo Head craton which is thought to have accreted to the western edge of North America between 1.8 and 2.4 billion years ago (Ross et al., 1991).

Phanerozoic Geology

Overlying the basement is a thick sequence of WCSB Phanerozoic rocks comprised mainly of Tertiary and Cretaceous sedimentary clastic rocks and Mississippian to Devonian carbonate, sandstone, and salt (e.g., Green et al., 1970; Tokarsky, 1977; Glass, 1990; Mossop and Shetson, 1994; Figure 7.2 reproduced above). At the base of the Beaverhill Lake Group (Table 7.1, reproduced above), the Elk Point Group is comprised of restricted marine carbonate and evaporite that gradationally overlie the Watt Mountain Formation (Mossop and Shetson, 1994). The Upper Elk Point, including the Ft. Vermillion, Muskeg and Watt Mountain formations are an aquitard layer (Hitchon et al., 1990). Overlying the Elk Point Group is carbonate of the Slave Point Formation, which was deposited on an open marine carbonate platform and forms the base for the reef complexes in the region including the Swan Hills Complex and the Peace River Arch Fringing Reef Complex. The Devonian Swan Hills Reef Complex underlies the Sturgeon Lake Project. It is a sequence of shallowing upward reef cycles now composed of dolomite (Mossop and Shetson, 1994). The Swan Hills Complex is hydrogeologically part of the Beaverhill Lake aquifer system, which contains elevated concentrations of Li (e.g., Hitchon et al., 1995).

The upper Devonian Woodbend Group conformably overlies the Beaverhill Lake Group (Table 7.1 reproduced above). The Woodbend Group is dominated by basin siltstone, shale and carbonate of the Majeau Lake, Duvernay and

Ireton formations, which surround and cap the Leduc reef complexes. The Leduc reefs are characterized by multiple cycles of reef growth including backstepping reef complexes and isolated reefs (Mossop and Shetson, 1994). At the Sturgeon Lake Project, the Leduc is composed of dolomite.

The Leduc Formation (Woodbend Group) is host to prolific reserves of oil and gas in Alberta and contains elevated concentrations of lithium (e.g., Hitchon et al., 1995). The Duvernay Formation is composed of dark bituminous shale and limestone which contain and preserve a large accumulation of organic carbon thought to be the source for most of the conventional hydrocarbons in the upper Devonian in Alberta. The Ireton Formation caps the Leduc reefs and was formed by an extremely voluminous influx of shale into the region (Mossop and Shetson, 1994). The Ireton Formation is an aquitard that forms an impermeable cap rock over the Leduc reefs (Hitchon et al., 1995).

The Woodbend Group is conformably overlain by the Winterburn and Wabamun Groups of upper Devonian age (Table 7.1 reproduced above). In the area of the Sturgeon Lake Project the Winterburn thickness in north-central Alberta is available from the logs of holes drilled for petroleum Group is composed of shale and argillaceous limestone. The Wabamun Group is composed of massive buff to brown limestone interbedded with finely crystalline dolomite at the base. These two Groups comprise the Wabamun-Winterburn Aquifer system from which a few anomalous Li analyses have been obtained (Hitchon et al., 1995). The Wabamun Group is unconformably overlain by the Lower Carboniferous Exshaw shale, an aquitard.

The Exshaw shale is overlain by the Banff Group, which is composed of a medium to light olive grey limestone with subordinate fine-grained siliciclastic, marlstone and dolostone overlying a basal shale, siltstone, and sandstone unit (Mossop and Shetson, 1994). The Rundle Group conformably overlies the Banff Group. and is composed of cyclic dolostone and limestone with subordinate shale. Permian strata at the Sturgeon Lake Project are very thin. The Permian Belloy Group unconformably overlies the Rundle Group and is unconformably overlain by the Triassic Montney Formation. It is composed of shelf sand and carbonate (Mossop and Shetson, 1994).

The overlying Mesozoic strata (mainly Cretaceous) are composed of alternating units of marine and nonmarine sandstone, shale, siltstone, mudstone, and bentonite. The Triassic is characterized by fine-grained argillaceous siltstone and sandstone.

Late Tertiary – Quaternary Geology

During the Pleistocene, multiple southerly glacial advances of the Laurentide Ice Sheet across the region resulted in the deposition of ground moraine and associated sediments in north-central Alberta. The glacial ice is believed to have receded from the area between 15,000 and 10,000 years ago (Dyke and Prest, 1987). The majority of the Sturgeon Lake Project is covered by drift of variable thickness, ranging from a discontinuous veneer to just over 15 m (Pawlowicz and Fenton, 1995a, b).

Structural Geology

In northern Alberta, the PRA is a region where the younger Phanerozoic and Cenozoic rocks, which overlie the Precambrian basement, have undergone periodic vertical and, possibly, compressive deformation from the Proterozoic into Tertiary time (e.g., Cant, 1988; O’Connell et al., 1990). This pattern of long-lived, periodic uplift and subsidence has imposed a structural control on the deposition patterns of the Phanerozoic, and to a lesser extent the Cenozoic, strata in northern and north central Alberta. In addition, this periodic movement has resulted in a rectilinear pattern of Faults that is responsible for the structurally controlled reefs along with oil and gas pools found throughout this area.

During the Devonian, the PRA was emergent and was a positive paleo-topographic relief feature oriented eastnortheast from the British Columbia provincial border to at least as far east as Red Earth Creek. Toward the end of the Devonian and into the Mississippian the PRA collapsed and became the Peace River embayment. The embayment filled in during the Mississippian with a thick sequence of siliciclastic rocks along with dolostone and limestone. Several prominent Alberta Devonian Reef complexes are underlain by and proximal to basement Faults and that these reef complexes promoted growth over long periods of time at Fault interfaces along the shallow water side or uplifted block edge of these Faults during slow subsidence of the downside of the Fault (e.g., Bloy and Hadley, 1989; Dufresne et al., 1996). At the Sturgeon Lake Reef complex, individual reef cycles reveal significant Fault offset of the reservoir throughout the entire complex (Stoakes and Campbell, 1996).

Property Geology: Hydrogeological Characteristics of the Woodbend Group (Leduc Formation) Aquifer System

At the Sturgeon Lake Project, the top of the Beaverhill Lake Group ranges from approximately -1,900 m above sea level (m asl) in the northeastern to -2,750 m asl in the southwestern corner of the Sturgeon Lake Project. The Beaverhill Lake Group has an average Dip to the southwest at approximately 0.011 (11 m/km).

The Leduc Formation is defined by subsurface oil and gas exploration (n=242 wells) that define the true vertical depth of the Leduc Formation at depths of between -2,337.6 m and -3,050.6 m (average -2,619.9 m) below the Earth’s surface. The Leduc reef has a thickness of approximately 230 to 380 m (maximum thickness of 408 m) along a southwest to northeast cross section at the Sturgeon Lake Project (Hydrogeological Consultants Ltd., 2012).

The Beaverhill Lake Group (Swan Hills aquifer) and the Woodbend Group (Leduc aquifer) were thought to be hydraulically connected due to historical government interpretation of Hitchon et al. (1995). A hydrological assessment conducted by HCL has demonstrated the two units – at least in LithiumBank’s Sturgeon Lake Project area – are in fact not connected.

The brine is hypersaline. Reported total dissolved solids (TDS) concentrations of 77 Leduc samples ranged from 113,117 to 265,921 milligrams per litre (mg/L), with an average of 199,995 mg/L (Hydrogeological Consultants Ltd., 2012). By comparison, Hitchon et al (1995), who culled the brine geochemical dataset based on anion-cation balance, reported the results of 7 brine samples from the Leduc Formation that contained a lithium concentration of >100 mg/L; these 7 samples had an average TDS concentration of 214,611 mg/L.

A total of 73,178,693 m³ of liquid was pumped from wells tapping the Leduc aquifer in the Sturgeon Lake field from 1961 to the end of 2010, of which 72% was reported to be brine (Hydrogeological Consultants Ltd., 2012). By comparison, a total of 73,146,659 m³ of fluid was injected back into the Leduc within the study area over the same length of time, representing a difference of less than 1% between net total pumped and injected volumes.

The well that produced the greatest volume of brine from the Leduc aquifer is in 08-11-069-22 W5M, which is located within LithiumBank’s Sturgeon Lake Project. This well has historically produced a total of 4,213,257 m³ of formation water from October 1995 to December 2010, at an average of 783 m³/day. The formation water diverted from the 0811 well represents 97% of the total liquid produced from that well.

Analyses of selected well logs were conducted to determine porosity. The sonic curve indicates an average porosity of 5.7% and the average porosity from the sonic curve and the neutron porosity curve is 5.3%. Based on analysis of the delta transit time (sonic) curves for dolomite from three selected geophysical logs and the calculated porosity of the Leduc Formation (average of 5.3% and a geomean of 5.0%; n=99), a reasonable average porosity of the Leduc Formation underlying the Sturgeon Lake Project is 5.0%.

Hydraulic parameters were used to calculate deliverability include transmissivity (permeability x aquifer thickness) and storativity (the volume of water expelled per unit surface area as a result of a change in head). Apparent transmissivity values are based on the inflow and pressures measured during the DSTs (n=52 from 41 wells) or are calculated from permeability data determined from core analyses (n=99 cores). Fluid levels are based on formation pressures. The permeability measurements from core tests were converted to transmissivity and compared to transmissivity measurements determined from DST and from transmissivity values used in a water level model that reasonably matches the known water levels over time. Apparent transmissivities determined from core analyses and DST results from the Leduc Formation indicated an average of 0.09 m²/day and 2.2 m²/day, respectively, (Hydrogeological Consultants Ltd., 2012).

Hitchon et al. (1995) reported that the potentially productive Leduc Reef (N) Zone (equivalent to a Zone underlying the Sturgeon Lake Project) is approximately 12 m thick, with an average permeability of 3.5 x 10-14 m². Based on these parameters, the calculated transmissivity would be 0.35 m²/day. However, because of the vuggy nature of carbonate porosity, the analyses to determine aquifer parameters on a microscale (core and DST) will vary significantly while parameters determined using a macroscale Infinite Artesian Aquifer Model (IAAM) will better reflect the effective parameters of the aquifer. Based on IAAM analysis, an effective regional transmissivity of 1.0 m²/day, and a corresponding storativity of 6.0 x 10-5 best defines the aquifer parameters for the Leduc Formation underlying the Sturgeon Lake Project (Hydrogeological Consultants Ltd., 2012).

Mineralization

Lithium mineralization within the Devonian Leduc Formation aquifer is in solution within the brine; hence it is not observed in the physical state. Accordingly, the best way to provide discussion on mineralization is to review the geochemical nature of the brine.

The author has compiled Government and industry brine sampling that conducted from oil and gas wells within the Sturgeon Lake field. Using the bivariate plot of Li vs K/Br in Figure 7.3 reproduced below, the results show the anomalous nature of the Devonian Leduc Formation brine in comparison to brine that was collected from preDevonian (Mississippian to Cretaceous) aquifers. The pre-Devonian brine from the Sturgeon Lake field has <42 mg/L Li and a K/Br ratio of <8.2. In contrast, the Devonian Leduc Formation brine has 56-84 mg/L Li and K/Br ratios of 9.1 to 15.6.

The elevated K/Br, in conjunction with high Li/Br and increasingly radiogenic 87Sr/86Sr values indicate an influence of a hydrothermal fluid(s) and/or mobilization of silicate-bearing fluids from either the crystalline basement or the immature siliciclastic deposited above the basement (basal Cambrian sandstone, Granite Wash or the Gilwood Member), to the Devonian brine (Eccles and Berhane, 2011; Huff, 2019). A cluster of Leduc Formation brine analyses has low K/Br (<1.5) and its possible that the Li-enriched brine formed in another environment perhaps through dissolution of Li-bearing late-stage evaporite minerals into mid-Devonian seawater evapo-concentrated to, but not beyond, halite saturation (Huff, 2019).

Figure 7.3 Plot of lithium versus potassium/bromide to show the anomalous geochemical nature of the Devonian Leduc Formation brine in comparison to pre-Devonian brine from the Sturgeon Lake field.

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Deposit Types

Brine associated with some of the world’s oilfields and/or geothermal fields are known to contain anomalous concentrations of Li and are considered potential sources for large tonnages of Li (Garrett, 2004; Tahil, 2007). The Li-brine aquifers occur at typical depths of >2,200 m beneath the Earth’s surface in deep-seated, pressurized aquifers. The aquifers are typically confined in that the aquifer is bound by aquitards, but in some instances, several aquifers can commingle within a larger confined aquifer system. The high Ca and Br content of these brines suggest they are concentrated seawater dolomitization brines with elevated concentrations of Li (typically along with K, Br, B, I and other trace elements). Because of the aquifer depth, the brine is typically accessed by existing infrastructure such as oil and gas and/or geothermal facilities. Hence the deposit type presents a unique co-product opportunity.

Lithium-enriched (>50 mg/kg) brine is present within the Late Devonian Beaverhill Lake (Swan Hills), Winterburn (Nisku) and Woodbend (Leduc) groups (formations) of the WCSB. Early studies proposed a source related to connate water (original sea water) that was altered by diagenesis with selective membrane-filtration of lithium (Billings et al., 1969). Geochemical and isotopic data were used to suggest that any viable lithium-source models should invoke direct mobilization of silicate-bearing fluids from either the crystalline basement or the immature siliciclastic material deposited above the basement, to the Devonian Beaverhill Lake and Leduc aquifers (Eccles and Berhane, 2011).

More recently, Huff (2016, 2019) has shown that two Li-enriched brines with distinctly different geochemical characteristics, and thus distinct evolutionary histories, exist within Late Devonian carbonate of the Alberta Basin. Lienriched brines of the Nisku and Leduc formations were formed by preferential dissolution of Li-enriched late-stage evaporate minerals, likely from the Middle Devonian Prairie Evaporite, into evapo-concentrated Late Devonian seawater. Laramide tectonics and modern-day upward movement of water through Devonian carbonates has emplaced the diluted Li-enriched brines into the Late Devonian carbonate reef complexes or the Nisku and Leduc Formations.

In addition, isotopic and geochemical modelling has shown that Devonian brine specific to west-central Alberta were formed through halite dissolution and mixing with Li-enriched fluids possibly expelled from Precambrian crystalline basement rocks via hydrothermal fluids (Huff, 2016, 2019), which supports the hypothesis of Eccles and Berhane (2011).

Geological concepts being applied in the investigation and/or exploration of deep-seated, confined Li-brine deposits include a compilation and review of historical oil and gas (or geothermal) geochemical fluid data (if available), and target selection of deep-seated, porous, large-scale, often reef-associated aquifers. Conventional brine assays are then accomplished from by collecting brine from produced water sample points with the existing oil and gas, or geothermal, infrastructure (e.g., wellhead, separator unit, pipelines, and reinjection points).

Traditional recovery of Li-from-brine – as conducted in South America – utilized solar evaporation to beneficiate the brine to higher levels of lithium prior to finalizing products such as lithium chloride and lithium carbonate. Solar evaporation is not a viable option in regions such as Canada, and hence mini-bulk brine samples are collected to define mineral processing methods that are able to recover lithium from the brine using a quicker extraction technology. Brine sample quantities of 100 liters to 1,000 litres are applicable in bench-scale test work prior to expanding the operation to the pilot plant, and potential commercial application stage.

Exploration Work Conducted by LithiumBankExploration Work Conducted by LithiumBank

Brine sampling from the oil and gas wells, and the associated lithium assay geochemical results related to the resource estimate, are discussed in Section 10. With respect to exploration, during 2021, LithiumBank acquired a series of existing two-dimensional (2-D) seismic line profiles and data that encompasses their Sturgeon Lake Project. The seismic data was purchased from Pulse Seismic Inc., a Calgary, AB public company that specializes in the acquisition, inventorying, licensing, and sale of existing 2-D and 3-D seismic data to the western Canadian energy sector.

The seismic information included a total of 7 2-D seismic lines totalling 67 line-kilometres. The original seismic surveys were conducted between 1982 and 1990. The seismic data was supplied as: migrated stack sections as segy files downloaded to Seisware Project along with DVD containing basic, field and stack data. Four of the 7 seismic lines are orientated in a northeast direction with the remaining 3 seismic lines orientated east-west. The lines capture the eastern edge of the Leduc fringing reef, the internal structure of the reef buildup, and the western edge of the reef formation in the south Sturgeon Lake oilfield.

The seismic lines cover portions of Alberta Township land surveying system Township 68, 69 and 70, and Range 22 and 23 West of the 5th Meridian. This area effectively covers the region of the South Sturgeon Lake oilfield and the southern portion of LithiumBank’s Sturgeon Lake Project (see Figure 4.2 in the Technical Report).

LithiumBank commissioned Diane Shao, a consulting Senior Geologist/Geophysicist in Calgary, AB, to re-interpret the existing 2-D seismic data. The main objectives of the reinterpretation were to help characterize and identify 1) Fault and shear Zones, 2) reservoir quality, and 3) better define the Leduc Formation reef in the western part of the Sturgeon Lake Project where there is little to no well control. The reinterpretation was performed using the seismic

data in the format in which it was acquired, and by utilizing stratigraphic top picks as provided in GeoSCOUT, a popular petroleum industry data and software program from geoLogic Systems of Calgary, AB.

As per the acquisition agreement between LithiumBank and Pulse Seismic Inc., the seismic line profiles are proprietary. An non-spatially orientated example of a seismic section is presented in Figure 9.1 (reproduced below) and shows the relationship between proposed basement Fault Zones and the Sturgeon Lake Reef carbonate buildups.

Figure 9.1 Two-dimensional seismic image of the Leduc Formation interior-back reef in the Sturgeon Lake Project. The Leduc reef obtains thicknesses of approximately 160 m in reefal buildup in this example.

==> picture [337 x 238] intentionally omitted <==

Generalized comments of the seismic reinterpretation in conjunction with LithiumBank’s objective are presented as follows.

Numerous Fault Zones occur within Cambrian strata underlying the Leduc Formation reef.
The reflective nature of the Leduc reef made it difficult to interpret the propagating extension of these Fault Zones from the Cambrian upward into the Leduc Formation reef; it is hypothesized that some, if not all, of the Faults would propagate into the lower portion, or through much of the reefal units.
It was difficult to interpret and comment on quality of the reservoir because porous limestone unit will look like a tight dolomite unit in the 2-D seismic line profiles.
Reservoir thickness of the main Leduc reef trend was easily interpreted on the 7 2-D lines. On the eastern side of the main reef trend, the Leduc Formation isopach is around 250 m thick, while on the western side of the main reef trend, it thickens to approximately 330 m.
With respect to the Leduc Formation thickness in the western part of the Sturgeon Lake Project, a couple of 2-D lines displayed the potential that the reef extends westward for approximately 1.5 km from in comparison to publicly available reef edge estimations (e.g., Switzer et al., 1994). It is possible that acquisition of additional 3-D seismic data could provide a more accurate assessment of the western edge of the Leduc Formation in this area.

To conclude, LithiumBank’s 2021 acquisition and reinterpretation of existing seismic data in the south Sturgeon Lake Project has enabled the Company to have a better understanding of the dimensions of the Sturgeon Lake reefs. The seismic information advanced the Company’s understanding of the underlying structural geology that may be responsible for the location and development of the reefs and could potentially act as sources of fluid flow of hot geothermal fluids that may be enriched in lithium from the crystalline basement and/or clastic units overlying the basement (i.e., the Granite Wash).

Drilling

Because Leduc petroleum production wells at Sturgeon Lake are currently suspended at the Effective Date of the Technical Report LithiumBank has yet to conduct brine sampling. Hence, historical brine assays are utilized in the resource estimation, and a summary of the well descriptions and brine analytical results are presented in the text that follows.

Lithium Exploration Group 2011 Brine Sampling Program and Analytical Results

In 2011, Maxxam Environmental collected routine brine samples on behalf of Lithium Exploration Group. The wells sampled were all within the boundaries of the current LithiumBank Sturgeon Lake Project (see Figure 6.6 reproduced below). A total of 62 samples were collected from 60 separate wells within the Valleyview Property. Of the 62 samples, 47 were collected from the Leduc Formation aquifer.

Other samples included formation waters from: Mississippian (1 sample from Banff), Triassic (11 samples from Montney, Spray River and undefined), Jurassic (1 sample from Nordegg) and Cretaceous (2 samples from Wapiabi, Gething) samples. A summary of the selected geochemical elements is presented in Table 10.1 with a histogram of lithium results in Figure 10.1 in the Technical Report.

Table 10.1 in the Technical Report shows that Li is the most significant element of economic interest in the brine samples, although K, B, Br, Mg, Ca, and Na provide potential co-products pending extractability processes.

The bimodal lithium variation in Figure 10.1 in the Technical Report is directly related to chemical dissimilarities between the Leduc aquifer brine (>60 mg/L Li) versus those from the Mississippian to Cretaceous sampled formation waters (<40 mg/L Li). The histogram also illustrates the well-constrained, single population for the Leduc Formation Li-brine (n=47 analyses) with a mean lithium value of 67.5 mg/L Li.

MGX Minerals Inc. 2016 Brine Sampling Program and Analytical Results

In 2016, a Li-brine assay sampling program was conducted by APEX on behalf of MGX from individual wells producing from the Leduc Formation, and at the Sturgeon Lake Gas Plant, which collects the pumped product from all wellheads in the Sturgeon Lake oilfield. The wells sampled were all within the boundaries of the current LithiumBank Sturgeon Lake Project (see Figure 6.6 reproduced below).

Figure 6.6 Summary of historical government and industry Leduc Formation aquifer brine sampling with lithium analytical results.

==> picture [174 x 226] intentionally omitted <==

A total of 13 samples were collected including: 7 samples of individual wells (3 wells from the Sturgeon Lake South field; 3 wells from the Sturgeon Lake North field; and an assay sample from the main water dispersal line at the Sturgeon Lake South Gas Plant); 5 duplicate samples to test analytical precision (2 from individual wells and 3 at the Sturgeon Lake Gas Plant; and 1 control sample (non-Li-bearing water to test laboratory protocol).

The well sample locations and descriptions are presented in Table 10.2 in the Technical Report. A description of the individual brine samples is presented in Table 10.3 in the Technical Report. A summary of the selected analytical results including duplicate samples and control blank samples is presented in Table 10.4 in the Technical Rerport. Apart from sample RE16-MGX-SL004 (well 00/05-15-069-22W5), the brine assay results show a homogeneous concentration of lithium. The average lithium value for the 2016 brine samples is 59.3 mg/L for all samples, and 61.5 mg/L when sample RE16-MGX-SL004 is omitted. The QP suggests omitting the results of brine from sample RE16MGX-SL004 because the well is adjacent to a competitor’s ‘Class 1 Disposal Well’. Hence the sample could include some amount of contamination within the aquifer from Class 1 miscellaneous hazardous and chemical waste.

The analytical results for other elements of interest, including bromide, potassium, and boron, are also presented in Table 10.4 in the Technical Report. The average value for all samples including RE16-GX-SL004 is 351.7 mg/L Br, 4387.5 mg/L K and 106.1 mg/L B, while the average values all samples excluding RE16-MGX-SL004 are 361.8 mg/L Br, 4529.1 mg/L K and 109.6 mg/L B.

Samples taken from the Sturgeon Lake Gas Plant are highlighted in blue in Table 10.4 in the Technical Report and have similar lithium values compared to those for the individual wells. The average lithium value for samples of individual wells is 58.7 mg/L while the average Li value for the samples taken at the Sturgeon Lake Gas Plant is 60.5 mg/L with an RSD% of 0.44% (note: the RSD% is a measure of the precision and reproducibility of the analytical results, values of <10% are considered to show good precision and reproducibility; 0.44% is excellent precision and reproducibility).

The similarity in the lithium content of the brine in the individual wells and those at the Sturgeon Lake Gas Plant is an important observation because the Sturgeon Lake Gas Plant collects Leduc Formation brine from throughout the Sturgeon Lake Project, and therefore, represents the main brine collection site on the southern portion of the Sturgeon Lake Project. I.e., If the Li-brine opportunity ever reaches an economic feasibility stage, the Sturgeon Lake Gas Plant would represent a logical pilot testing plant site.

Sampling, Analysis and Data Verification

Brine Sample Collection

LithiumBank has yet to conduct any sampling or analytical work at their Alberta Properties for the intent to explore for Li-brine. A brief description of the sample preparation, analyses and security of the historical brine samples is described in the text that follows.

The brine samples were collected from numerous wells producing hydrocarbon from the Devonian Leduc Formation aquifer. The brine samples were collected at produced water sample points under supervision of the oil and gas company operators, or by field staff associated with Maxxam Analytics (now Bureau Veritas Laboratories, or Bureau Veritas) of Edmonton, AB.

The Li-brine samples were collected using two – one litre plastic jugs. The jugs were labelled and sealed using screw top caps, which were further secured with electrical tape. The sample jugs were placed into plastic bags, and finally, into cardBoard boxes or plastic 20-litre pails. There were no additional additives added, or filtering conducted, during the sampling process.

No chemical stabilizers were added to the samples at the time of sampling. In instances where the brine is collected from the test separator, the brine has already been treated with an automatically injected corrosion inhibitor; this is an industry standard, particularly with larger oil and gas corporations.

Information collected onsite includes: well ID; GPS coordinates; well information (e.g., production depth, oilfield, oil pool); purging methodology (to obtain petro-free brine); any additives added by the oil and gas company at the sample point; and a description of the brine fluid (e.g., colour, clarity, modal abundance of water, emulsion, oil, condensate); and any comments on the well location courtesy of the oil and gas operator (e.g., water/oil production volumes).

Chain of Custody

A complete chain of custody from the sample point to the laboratories was managed by Bureau Veritas for the Lithium Exploration Groups samples and by APEX personnel for the MGX Minerals Inc. samples. All well sample locations were truck accessible and the samples were taken directly to the laboratories on the same day that the brine samples were collected.

All samples were analyzed at commercial and accredited Bureau Veritas and AGAT laboratories located in Edmonton, AB. Both labs comply with the data quality objectives of the industry, Canadian Regulators, U.S. EPA, and the International Standards Organization (ISO/IEC 17025).

Brine Analytical Methods

The primary analytical technique to assay for the lithium content of the brine involved Inductively coupled plasma atomic emission spectroscopy (ICP-OES), which is an ICP scan that includes the elemental compositions of 32 separate elements. These include the following metals: aluminum, arsenic, barium, beryllium, bismuth, boron, cadmium, calcium, chromium, cobalt, copper, iron, lead, lithium, magnesium, manganese, molybdenum, nickel, phosphorous, potassium, selenium, silicon, silver, sodium, strontium, sulphur, tellurium, tin, titanium, uranium, vanadium, and zinc.

Additional analyses could include on or both of the following analytical methods:

Traditional water analysis that measures sodium, potassium, calcium, magnesium, barium, strontium, iron, chloride, sulphate, carbonate, bicarbonate, ph, conductivity/resistivity, calculated density, total alkalinity, total hardness, refractive index, total dissolved solids, and the Stiff - Davis diagram.
Ion Chromatography to measure bromide, iodide, thiosulphate, and thiocyanate.

Quality Assurance – Quality Control

The results of the QA-QC work showed there were no issues with laboratory precision and accuracy. The sampling protocol employed included QA-QC protocols to quantify possible sampling and analytical error. Duplicate samples were collected to test the analytical precision of the laboratories and blank samples were inserted in the sample sequence to test laboratory protocol. The duplicate sample results are presented in Figure 11.1 (reproduced below) and show good correlation.

Figure 11.1 Duplicate sample analytical results from the MGX Minerals Inc. 2016 brine sampling program.

==> picture [327 x 237] intentionally omitted <==

Common bottled water was used as the control blanks and, appropriately, did not yield any lithium (or other elements of interest) when assayed.

Leduc Formation aquifer brine was sampled from 4 separate wells during both the 2011 Lithium Exploration Group and 2016 MGX Minerals Inc. brine sampling programs. The results of these analyses are presented in Table 10.5 in the Technical Report and show there is very little variation; 10% which is within a reasonable range of variance. This comparison shows there is temporal homogeneity in the Leduc Formation aquifer brine underlying the Sturgeon Lake Project.

Data Verification

Validation of the Lithium-Brine Geochemistry

The fluid geochemical data presented in Section 6.3 of the Technical Report, Government Lithium-Brine Studies, are from publicly available well fluid data that was analyzed by the original oil and gas companies; the data were submitted to, and is managed by, the Alberta Energy Regulator. These data have been compiled and reported in various Government reports (e.g., Hitchon et al., 1995; Eccles and Jean, 2010; Eccles and Berhane, 2011; Huff et al., 2019). These data were evaluated for robustness and charge imbalances using SOLMINEQ.88 (Kharaka et al., 1988). Any assays with a charge imbalance of >15% were rejected; of the analysis retained, approximately 66% and 23% had a charge imbalance of <5% and 5-10%, respectively. In reviewing the historical Alberta oilfield brine data, the Government authors have published on only the culled data using the charge balanced approach. For further review on the data culling, the full details of the manipulations carried out on these historical data can be reviewed in Hitchon (1993).

With respect to the industry-collected historical data (Section 6.3 of the Technical Report), the senior author and QP can verify the water sampling protocol and analytical methods used to collect and analyze these brine samples are reasonable and standard practice for Li-brine exploration in deep-seated, confined aquifers. In addition, the senior author and QP has been involved with independent validation of the Li-brine data at the Sturgeon Lake Project since 2010 as an employee of the Alberta Geological Survey and as an independent QP and consultant.

Validation of the Leduc Formation Reef Aquifer Dimensions

With respect to the construction of the 3-D geological model of the Leduc Formation aquifer, the authors did not verify all horizon picks associated with the 814 and 462 wells used to grid the top and base of the Leduc Formation. The authors did conduct approximately 30 spot checks to compare the horizon picks obtained in Accumap or GeoVista against the picks make on the geophysical e-logs. A very high percentage of the Leduc Formation picks were reasonable accurate. The Technical Report authors’ investigation included checks on anomalous outlier picks, and if the reason for the anomaly could not be resolved using available data, the pick was removed from the database.

The 3-D geological model of the Leduc Formation reef created as part of the resource estimation process was compared to the Leduc reef outline as published in the Alberta Geological Surveys 3D provincial geological framework model of Alberta (Alberta Geological Survey, 2019).

Validation Limitations

Key assumptions and parameters to determine the historical mineral processing and lithium recovery values should not be relied upon. A qualified person has not done sufficient work to fully evaluate the historical mineral processing parameters. The qualified person and LithiumBank are not treating the historical mineral processing test work outlined in the text below under the heading “ Mineral Processing and Metallurgical Testing ” as current and the processing parameters and results should not be relied upon. More work is required by LithiumBank to verify and upgrade the historical mineral processing test work.

Opinion of Qualified Person on the Adequacy of the Data

The senior author and QP has reviewed the adequacy of the exploration information, including geochemical data and well formation top/base data, and the visual, physical, and geological characteristics of the property and found no significant issues or inconsistencies that would cause one to question the validity of the data. The QP is satisfied to include the exploration data including wells litho-logs and sample assays for the purpose of resource modelling, evaluation and estimations as presented in the Technical Report.

Mineral Processing and Metallurgical Testing

General

During 2016, MGX collected a 400-litre mini-bulk brine sample from the Sturgeon Lake Gas Plant (02-02-069-22W5) for mineral processing work conducted at the Saskatchewan Research Council (“ SRC ”). LithiumBank acquired the intellectual rights to the SRC report through the MGX Data Access Agreement. The SRC completed preliminary tests of lithium recovery from Leduc Formation aquifer brine collected at the Sturgeon Lake oilfield. The test work follows the process methodology provided by MGX Minerals Ltd. In addition, modified processes provided by the SRC were also investigated. The MGX Minerals Ltd. process includes the following steps:

Evaporate water from the primary brine to evaporate 90% of the water in the primary brine to produce a secondary brine
Separate and store nacl precipitate
Add lime (ca(oh)2) to the secondary brine to precipitate magnesium, sulphate, and other contaminants.
Separate precipitates for disposal
Evaporate water from the secondary brine to further concentrate cacl2 and lithium. Evaporate 80% of the water in the secondary brine to produce a tertiary brine.
Produce cacl2 flake – dry and store
• Separate precipitates for disposal

Treat the tertiary brine with soda ash (na2co3) to precipitate lithium carbonate (li2co3)
Separate li2co3 for analysis
The treated tertiary liquor, containing significant lithium, will be recycled.

Metallurgical Tests

Sample Assay Results

The assay results of the as received Leduc Formation brine sample (approximately 200 L) are shown in Table 13.1 reproduced below.

Table 13.1 Assay Results of the as Received Primary Brine Sample

Element	K	Mg	Na	CI	Ca	SO42	Sr	Br	Li
Assay (ppm)	4,212	2,903	60,747	116,632	24,753	186	1,080	334	71

Initial Evaporation to Precipitate NaCl (MGX process)

Test 1 evaporated 90% of the water from the primary brine. Totally seven (7) evaporation tests were completed following the MGX Mineral Ltd. process. The processes covered one-stage, two-stage, and five-stage evaporation. Precipitates formed during this initial evaporation were filtered from the hot residual brine. The filtrate turned to gel after cooling to room temperature.

SRC Modified Processes

The modified processes implemented by the SRC include the following steps:

Add lime (Ca(OH)2) to the formation brine to precipitate magnesium, sulphate, and other contaminants prior to evaporation.
Primary evaporation to remove water from the initial brine to precipitate NaCl.
• Secondary evaporation from the secondary brine to precipitate CaCl2 and concentrate lithium.

Summary of Mineral Processing Results

It was not practicable to remove 90% of the water in the primary evaporation of the formation brine because the formation of a gel-like material made filtration impossible. The maximum water evaporation was 66% of the feed brine mass before the gel formation. Approximately 97% of Na, 26% of K, 35% of Ca and 29% of Mg were precipitated. The recovery of Li and Sr was 75.6% and 68.8%, respectively.
The modified processes include magnesium precipitation by lime followed by a primary evaporation to precipitate NaCl and a secondary evaporation to precipitate CaCl2 and raise the lithium concentration.
The Mg removal was very effective, more than 99.99% of Mg was removed. The residue Mg in the brine was less than 0.1 ppm. The` lithium recovery was 84.1% and the Sr recovery was 80.1%.
In the primary evaporation process, 67% of the feed brine mass was evaporated as water and more than 96% of Na was removed as NaCl. There were slight Li or Sr losses in this process. Li was concentrated from 60 ppm to 321 ppm.
In the secondary evaporation process, 26% of the feed brine mass was evaporated as water and 12% of Ca was removed as CaCl2. The lithium recovery was 94.1% and the Sr recovery was 94.6%. The sample turned to a gel after further evaporation intended to remove 40% of the brine mass as water.

In the whole process, the estimated water evaporated was 72% of the total feed brine mass. More than 99.99% of Mg, 99% of Na, 45% of K and 25% of Ca were precipitated from the brine. The overall recovery was 83.7% for Li and 77.2% for Sr. Lithium was concentrated to 461 ppm from 71 ppm. However, the impurity concentrations, especially of Ca, were still too high to allow IX treatment to remove the reside impurities.

The author of the Technical Report is not aware of any processing factors or deleterious elements that could have a significant effect on potential economic extraction.

Mineral Processing Recommendations

Based on the testing results, as well as the relatively low lithium concentration and the relatively high concentration of impurities in the formation brine, the following tests are recommended.

Investigate ion exchange (IX) technology with Li-selective resins to directly recover lithium from the formation brine.
Investigate solvent extraction (SX) technology with a suitable extractant such as Tributyl phosphate (TBP) to directly extract lithium from the formation brine.

Mineral Resource Estimates

LithiumBank’s Sturgeon Lake Project is an early-stage exploration project. Stratigraphically, the resource area is confined to the subsurface, confined Devonian Leduc Formation aquifer underlying the Sturgeon Lake Project.

Statistical analysis, three-dimensional (3-D) modelling and resource estimation was prepared by Mr. Black, M.Sc. P. Geo. of APEX. The modelling and estimation work were performed in direct collaboration and supervision of Mr. Eccles, M.Sc. P. Geol. who takes responsibility for the resource estimation presented in the Technical Report. The workflow implemented for the calculation of the Sturgeon Lake lithium-brine resource estimation was completed using: the commercial mine planning software MicroMine (v 20.5). See the Technical Report for a list of the critical steps in the determination of the Company's lithium-brine resource estimation.

The Sturgeon Lake Project resource estimate is reported in accordance with NI 43-101 and has been estimated using the CIM “Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines” dated November 29th, 2019, and CIM “Definition Standards for Mineral Resources and Mineral Reserves” amended and adopted May 10th, 2014. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

The Li-brine resource is also reported in compliance with the CIM Best Practice Guidelines for Resource and Reserve Estimation for Lithium Brine (1 November 2012). This guideline provides specific criteria for Li-brine modelling and estimation that include definition of the aquifer boundaries; brine chemistry; and depiction of the hydrology of the brine aquifer. These guidelines are somewhat dated in that the focus is on ‘unconfined’ continental brine deposits (i.e., salars). Accordingly, the authors have considered all criteria of the CIM Best Practice for Resource and Reserve Estimation for Lithium Brine and used professional judgement in applying them to a ‘confined’ subsurface aquifer.

The Effective Date of the Sturgeon Lake Project resource estimate is 18 May 2021.

Quantity and Grade/Quality

The Sturgeon Lake Leduc Formation Li-brine resource estimate is classified as an ‘Inferred Mineral Resource’ in accordance with NI 43-101 and guidelines and definition standards established by CIM (2019, 2014). By definition, “An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity”. It is the opinion of the senior author and QP that the Sturgeon Lake Project requires further detail to elevate the resource to a higher classification level. This work includes additional

brine sampling and ongoing brine processing test work toward the development of a modern lithium extraction technology.

The inferred Sturgeon Lake Leduc Formation lithium-brine resource estimation is presented as a total (or global value), and was estimated using the following relation in consideration of the Leduc Formation aquifer brine:

Lithium Resource = Total Brine Aquifer Volume X Average Porosity X Percentage of Brine in the Pore Space X Average Concentration of Lithium in the Brine.

A single 3-D wireframe of the Leduc Formation aquifer domain was created using the grid surfaces of the top and base of the Leduc Formation within the 3-D geological model. The 2-D strings were connected to create a solid 3-D wireframe of the Leduc Formation aquifer. Only those parts of the reef that occur within the LithiumBank property were used in the resource estimate process. The 3-D closed solid polygon wireframe of the Leduc Formation aquifer domain was used to calculate the volume of rock, or the aquifer volume. The aquifer volume underlying the Sturgeon Lake Project, summarized as the total Leduc Formation domain aquifer volume, is of 321.99 km3.

The brine volume is calculated for the Leduc Formation aquifer domain, or resource areas, by multiplying the aquifer volume (in km3) times the average porosity times the percentage of brine assumed within the pore space. Using an average porosity value of 5.3% and the average modal abundance of brine in the Leduc formation pore space percentage of 98%, the Leduc Formation aquifer domain brine volume is 16.72 km3.

An average Leduc Formation aquifer brine lithium concentration of 67.1% mg/L Li was selected for the resource estimation calculation. This value was determined from a lithium assay database of 61 historical ICP-OES analyses culled from Government of Alberta reports and industry data, including the data acquired pursuant to the MGX Data Access Agreement between LithiumBank and MGX. The quality of these analytical data was assessed using average percent relative standard deviation (RSD%), as an estimate of precision or reproducibility of the analytical results. An RSD% of 9.4% was considered a very high-level of analytical precision.

The Li-brine resource was estimated using a cut-off grade of 50 mg/L lithium. With respect to units of measurement, 1 mg/L = 1g/m3. If concentration is in mg/L and volume in m3, then the calculated resource has units of grams. (1 g/m3 x 1 m3 = 1 gram or 0.001 kg).

The Sturgeon Lake Leduc Formation Li-brine inferred resource estimate is globally estimated at 1,122,000 tonnes of elemental Li (Table 26.1). The global (total) lithium carbonate equivalent (LCE) for the main resource is 5,973,000 tonnes LCE.

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

Table 1.11 Sturgeon Lake Leduc Formation Li-brine inferred resource estimate presented as a global (total) resource.

Reporting parameter Aquifer volume (km3) Brine volume (km3) Average lithium concentration (mg/L) Average porosity (%) Average brine in pore space (%) Total elemental Li resource (tonnes) Total LCE (tonnes)	Leduc Formation Reef Domain 321.990 16.724 67.1 5.3 98.0 1,122,000 5,973,000

Note 1: Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve. The

estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.

Note 2: The weights are reported in metric tonnes (1,000 kg or 2,204.6 lbs).
Note 3: Tonnage numbers are rounded to the nearest 1,000 unit.
Note 4: In a ‘confined’ aquifer (as reported herein), porosity is a proxy for specific yield.
Note 5: The resource estimation was completed and reported using a cutoff of 50 mg/L Li. It is the opinion of the author that a lower cutoff of 50 mg/L lithium is acceptable as this cutoff, or lower values, have been used to define other confined aquifer brine deposit (e.g., Dworzanowski et al., 2019), which traditionally have lower concentrations of lithium in comparison to salar and hard rock lithium deposits.
Note 6: In order to describe the resource in terms of industry standard, a conversion factor of 5.323 is used to convert elemental Li to Li2CO3, or Lithium Carbonate Equivalent (LCE).

Critical matters likely to influence the prospect of economic extraction of Li-brine from the Devonian Leduc Formation aquifer include aquifer dimensions, brine composition, fluid flow, brine access and mining methods, recovery extraction technology and environmental factors. These issues are discussed in point form below and summarized at the end of the discussion by a concluding opinion of the senior author and QP.

Aquifer dimensions: The top and base of the Leduc Formation aquifer was defined using stratigraphic horizon picks from 814 wells and 462 wells within the Sturgeon Lake Project. It is the senior author’s opinion that the results of the formation top and base picks are reasonable and do not over- or under-estimate the regional Leduc Formation model in the Sturgeon Lake Project area. The grid files, and subsequent Leduc aquifer volume, is therefore suitable for resource estimations as reported in the Technical Report.
Brine lithium composition: LithiumBank is presently not able to access Leduc Formation aquifer brine because the petro-operator has suspended the Sturgeon Lake Leduc wells. Consequently, LithiumBank is reliant on historical government- and industry-documented brine assays to determine an average Li-brine concentration (67.1 mg/L Li) for use in the resource estimation calculation. The senior author of the Technical Report was involved in both the government and industry sampling/analytical programs, and therefore, it is the opinion of the QP that the lithium geochemical data yield reasonable and representative lithium values of the Leduc Formation brine underlying the Sturgeon Lake Project.
Hydrogeological characterization and fluid flow: Petro-operations producing hydrocarbons from the Leduc Formation reservoir at the Sturgeon Lake oilfield are currently suspended. Nevertheless, the Sturgeon Lake oilfield underlying LithiumBank’s Sturgeon Lake Project has reservoir properties that have displayed a long history of consistent fluid yield. The authors have shown that key hydrogeological variables within the Leduc Formation demonstrate and meet the criteria for reasonable prospects for a potential economic extraction. A reasonable average porosity for the Leduc Formation reef at Sturgeon Lake is 5.3% based on the number of effective (n=99) and total (n=3) porosity measurements. Over a 3-year period from 2008 to 2011, it is estimated that the amount of brine in the Leduc Formation pore space at Sturgeon Lake is approximately 98%.
Brine access: LithiumBank has executed the Brine Access Agreement with the principal petro-operator to access brine for the initial exploration stage test work (i.e., assay testing and mineral processing).
Recovery extraction technology: Initial bench-scale test work conducted at the SRC on representative brine from the Sturgeon Lake Leduc Formation reservoir utilized modified processes that included magnesium precipitation by lime followed by a primary evaporation to precipitate NaCl and a secondary evaporation to precipitate CaCl2 and raise the lithium concentration. The estimated water evaporated was 72% of the total feed brine mass. More than 99.99% of Mg, 99% of Na, 45% of K and 25% of Ca were precipitated from the brine. The overall recovery was 83.7% for Li and 77.2% for Sr. Lithium was concentrated to 461 ppm from 71 ppm.

Environmental factors or assumptions: With respect to early-stage exploration for lithium, and to the best of the author’s knowledge, there are no other significant factors and risks that may affect access, title or right or ability to perform minerals exploration work at the Sturgeon Lake Project. It is not expected that the brine access agreement would put LithiumBank in a position where the Company is environmentally responsible for any liabilities or damage inflicted because of, or associated with, the production of petroleum products or the oil and gas lease(s).

To conclude, the Technical Report has been prepared by a multi-disciplinary team that include geologists, hydrogeologists, and chemical engineers with relevant experience in the geology of the Western Canada Sedimentary Basin, brine geology/hydrogeology, and Li-brine processing. There is collective agreement that the LithiumBank lithium-brine project at the Sturgeon Lake Project has reasonable prospects for eventual economic extraction of lithium from brine, and the author, Mr. Eccles P. Geol. takes responsibility for this statement.

An evaluation of LithumBank’s Sturgeon Lake Project shows that the Devonian Leduc Formation aquifer underlying the Property has anomalous concentrations of lithium and reasonable prospects of potential economic extraction. The inferred resource estimation presented in the Technical Report conveys a property of merit and additional exploration work is recommended.

An identified risk and uncertainty at this stage of the project is that LithiumBank is dependent on oilfield companies to have continued access to deep-seated, confined aquifer brine and the existing oilfield infrastructure that currently pumps the brine to surface. In addition, there is no guarantee that a company can successfully extract lithium from Alberta’s Devonian petroleum system in a commercial capacity. The extraction technology is still at the developmental stage and there is a risk that the scalability of any initial mineral processing bench-scale and/or demonstration pilot test work may not translate to a full-scale commercial operation.

Interpretation and Conclusions

Pursuant to the MGX Data Access Agreement, MGX has authorized LithiumBank to access all technical information and data that has been prepared for MGXin respect of the Sturgeon Lake Project. MGX previously explored the Sturgeon Lake Project (2016-2020) for its Li-brine potential prior to dropping the property. The technical information and data include brine geochemical assays, hydrogeological information, and mineral processing results. The data are relevant in that LithiumBank is reliant on this information to assess the Leduc Formation Li-brine resource because the petro-operators associated with Sturgeon Lake Leduc production currently have suspended the operation of the wells.

It is the QP’s opinion that the transfer of intellectual exploration information provides a reasonable assessment of the Leduc Formation aquifer in that the data validates the lithium content of the brine and provides initial mineral processing test work results. The hydrogeological and mineral processing results, opinions, and recommendations are validated by QPs from Hydrogeological Consultants Ltd. and Chuck Edwards Extractive Metallurgy Consulting. The geochemical data are validated by means of a positive correlation between Government of Alberta 2010-2019) data and 2011 and 2016 industry brine analytical results, all of which are representative of Devonian Leduc Formation aquifer brine underlying LithiumBank’s Property.

The senior author and QP has reviewed the adequacy of the geochemical, stratigraphic, hydrogeological, and mineral processing information and found no significant issues or inconsistencies that would cause one to question the validity of the data. The QP is satisfied to include the exploration data including wells litho-logs, sample assays, effective porosity (equivalent to specific yield within a subsurface, confined aquifer), and the modal abundance of brine within the Sturgeon Lake Reef for the purpose of resource modelling, evaluation and estimations as presented in this report.

LithiumBank acquired 67 line-kilometres of existing 2-D seismic data for reinterpretation, and it is the opinion of the QP that information resulted in a better understanding of the dimensions of the Leduc Formation reefal buildups. In addition, the seismic information advanced the understanding of the underlying structural geology that may be responsible for the location and development of the reefs and could potentially act as sources of increased fluid flow of hot geothermal fluids that may be enriched in lithium from the crystalline basement and/or clastic units overlying the basement.

Finally, there is collective agreement from a multi-disciplinary team that include geologists, hydrogeologists, and chemical engineers with relevant experience in the geology of the Western Canada Sedimentary Basin, brine geology/hydrogeology, and Li-brine processing that the LithiumBank lithium-brine project at the Sturgeon Lake Project has reasonable prospects for eventual economic extraction of lithium from brine, and the senior author and QP, Mr. Eccles, takes responsibility for this statement.

Recommendations

Summary

LithumBank’s Sturgeon Lake Project is an early-stage exploration project. Historical work has shown that the Devonian Leduc Formation aquifer underlying the Property has anomalous concentrations of lithium, and therefore, LithumBank’s Sturgeon Lake Project is a property of merit and additional exploration work is recommended.

Two phases of exploration are recommended that include:

Phase 1 work is related to a recent brine access agreement that will permit LithiumBank to corroborate with the petro-operator to re-open suspended wells, collect Leduc Formation aquifer brine samples for further assay testing and mineral processing (lithium recovery) test work.
Phase 2 is dependent on the positive results of the Phase 1 work. Phase 2 is intended to advance the project toward resource reclassification and economic valuation technical reporting. Work to accomplish this will include refinement of the lithium recover process flowsheet and test work toward a demonstration pilot plant.

The estimated cost of the Phase 1 and Phase 2 work is CDN$440,000 and CDN$632,500, respectively, with 10% contingencies (Table 1.1 in Technical Report). The combined work recommendations, with a 10% contingency, cost an estimated CDN$1,072,500. The work recommendations and their individual cost estimations are described in more detail in the text that follows.

Table 26.1 Work recommendations for the Sturgeon Lake Project. Advancement to Phase 2 work recommendations is contingent on the positive results of the Phase 1 work.

Phase	Description	Cost Estimate (CDN$)	Sub-Total (CDN$)
Phase 1	Re-open suspended wells and brine sample collection for assaying and confirmation of mineralization Mini-bulk brine sample collection for bench-scale mineral processing. H2S mitigated brine; approximately 1,000 litres. Bench-scale mineral processing test work for lithium recovery.	$240,000 $100,000 $60,000	$400,000
Phase 2	Refinement of lithium recovery process flowsheet toward a demonstration pilot plant. Community and First Nations consultation, and environmental studies. Resource classification review and economic valuation technical reporting.	$250,000 $50,000 $275,000	$575,000
Sub-Total			$975,000
10% Contingency			$97,500
Total			$1,072,500

Phase 1 Work Recommendations

It is recommended that LithiumBank coordinate with the petro-operator, the re-opening of a minimum of 5 wells to collect brine samples. The assay sample collection, preparation, security, analytical procedures, and QA-QC procedures of any LithiumBank-led exploration program should be conducted in consideration of current CIM standards and guidelines and robust enough to develop confidence for any future mineral resource/reserve modelling and estimations.

It is recommended that the assay samples be collected in 1-litre plastic jugs and that sample duplicates, sample blanks, and references samples be inserted randomly into the sample stream. It is also recommended that a primary and check lab are used for the analytical work.

In addition to assay sampling, the author recommends LithiumBank collect a mini-bulk sample from one of the wells for bench-scale mineral processing test work. Approximately 1,000 litres of brine should be collected for distribution to two commercial laboratories for the test work. Due to the elevated H2S content of the Leduc Formation aquifer brine, H2S mitigation is recommended during the sample collection. This can be done using zinc acetate and will ensure safety precautions are in place prior to shipping the samples and for the safety of the laboratory technicians.

Recommendations for further metallurgical work include an investigation of the ion exchange (IX) technology with Li-selective resins and solvent extraction (SX) technology with a suitable extractant such as tributyl phosphate (TBP) to directly extract lithium from the Leduc Formation brine.

Phase 2 Work Recommendations

Advancement to the Phase 2 work recommendations is contingent on the positive results of the Phase 1 work. It is recommended that LithiumBank conduct ongoing refinement of processes that will allow for more efficient Li extraction from Devonian Leduc Formation brine on larger scales. To facilitate this test work, it is recommended that LithiumBank obtain a sizeable sample (e.g., tanker truck-sized) of brine from their Sturgeon Lake Project. Technological recovery activities should consider the brine handling and extraction sequence, improvements to the process flowsheets, analysis of product(s), and capital and operating cost estimates. Discussion should include scalability of the bench scale test results toward development of a demonstration pilot plant. The cost estimate for the test work is estimated at CDN$250,000.

Environmental and social programs are warranted and could include terrestrial studies, waste characterization, social baseline studies, stakeholder, and Indigenous consultation. The cost of this work at this stage of the project is estimated at CDN$50,000.

Lastly, Phase 2 includes an estimated cost of $275,000 to prepare technical reports in accordance with NI 43-101 to document exploration activities and results, to potentially reclassify the resource/reserve estimations, and prepare preliminary economic studies.

USE OF AVAILABLE FUNDS

Available Funds

The working capital available to the Company as at October 31, 2021, being the most month end prior to the date of this Prospectus, was $10,030,377 (disclosed on a consolidated basis).

Principal Purposes

The Company's working capital as at October 31, 2021 is intended to be used for the 12 months after the completion of the Listing as follows:

Item Funds Available

Estimated workingcapital as of October 31,2021	$10,030,377(1)
Listingrelated costs	$(300,000)
Total available	$9,730,377

Principal Purpose for theUse of Funds Available
Remaining Recommended Work Program - Sturgeon Lake Project (Phase 1 and Phase 2)(2)	$713,462
Additional Costs for Proposed PEA - Sturgeon Lake Project	$492,760
Other Geological Services - Sturgeon Lake Project(14)	$800,000
SamplingProgram - Sturgeon Lake Project(13)	$450,000
Permits and Related - Sturgeon Lake Project - New Claims	$200,000

SamplingProgram – British Columbia Claims(12)	$300,000
Other Geological Services – British Columbia Claims(15)	$100,000
Other Geological Services - Alberta Claims (Excluding(16) Sturgeon Lake)	$295,826
Other Geological Services - Saskatchewan Claims(17)	$100,000
Permits and Related - Potential New PropertyAcquisitions	$2,500,000
Exploration Travel and Related	$40,000

TSX OTC and other regulatory (3)	$43,000
Transfer agent and AGM(4)	$26,400
Auditor(5)	$76,000
Travel(6)	$60,000
Directors fees(7)	$240,000
Management fees(8)	$227,400
Marketing (9)	$491,333
Investor communications(10)	$200,000
Office andgeneral administration(allowance) (11)	$774,000
Unallocated workingcapital	$1,600,196
Total use of funds	$ 9,730,377

Notes:

(1) Represented on a consolidated basis and includes the net proceeds of the Concurrent Financing in the amount of approximately $6,300,000. See disclosure under the heading " Description of the Business – History – Financings " for more information.
(2) To pursue the Company’s business objectives, the Company will target the milestones and conduct the recommended exploration program set forth in the Technical Report. Please see “ Sturgeon Lake Project ” and “U se of Available Funds – Business Objectives and Milestones ” for additional information.
(3) Comprised of annual sustaining fees and other regulatory fees.
(4) Comprised of transfer agent fees.
(5) Comprised of auditor's fees.
(6) Comprised of business-related travel expenses;
(7) Comprised of exclusively of director fees.
(8) Comprised of CEO and CFO contractual fees. See disclosure under the heading " Employment, Consulting and Management Agreements".
(9) Comprised of marketing and related expenses.
(10) Comprised of estimated investor relation consulting services and related services.
(11) The estimated general and administrative costs for the next 12 months are broken down as follows: (i) consulting - $411,000; (ii) Other professional fees - $263,000; (iii) office and miscellaneous $100,000.
(12) This consists of field work, laboratory analysis of field samples in North East B.C. and technical presentation at conference.
(13) This consists of second round of mineral processing ($200,000); and additional sampling from other formations ($250,000).

(14) This consists of a First Nation option agreement ($350,000); and other geological consulting services ($450,000).
(15) This consists of prospective geological consulting services.
(16) This consists of prospective geological consulting services on properties other than Sturgeon Lake (including newly acquired properties).
(17) This consists of prospective geological consulting services for Saskatchewan properties.

The above-noted allocation represents the Company’s intention with respect to its use of available funds based on current knowledge and planning by management of the Company. The allocation of available funds may be subject to future revision depending on, among other factors, market conditions, commodity prices, drilling costs and availability of drilling and production equipment, future operating results, and acquisition opportunities. Additionally, there may be other circumstances, including the COVID-19 pandemic, where, for sound business reasons, the Company reallocates the use of proceeds in a manner that management believes to be in the best interests of the Company. In such circumstances, the actual expenditures may differ from the estimates set forth above. Accordingly, management has, and will continue to have, the discretion to modify the allocation of the Company’s available funds. If management determines that a reallocation of funds is necessary, the Company may redirect its available funds towards purposes other than as described in this Prospectus. The actual amount that the Company spends in connection with each of the intended uses of funds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under “ Risk Factors ”.

Business Objectives and Milestones

The primary business objectives of the Company with respect to the use of its available funds over the next 12 months are as follows:

Re-open suspended wells and brine sample collection for assaying and confirmation of mineralization.
Mini-bulk brine sample collection for bench-scale mineral processing. H2S mitigated brine; approximately 1,000 litres.
Bench-scale mineral processing test work for lithium recovery.
Refinement of lithium recovery process flowsheet toward a demonstration pilot plant.
Community and First Nations consultation, and environmental studies.
Resource classification review and economic valuation technical reporting. 7. Acquire additional mineral properties.

Set forth below are the Company’s milestones, being the significant events which must occur in order for the business objectives described above to be accomplished over the next 12 months:

Milestone	Anticipated Cost	Estimated completion
	($)
Per 43-101 Sturgeon Lake: Mini-bulk brine sample collection for bench-scale mineral processing. H2S mitigated brine; approximately 1,000 litres.	89,954(1)	Completed August 2021(11)
Per 43-101 Sturgeon Lake: Bench-scale mineral processing test work for lithium recovery.	60,000(1)	To be completed by June 2022
Per 43-101 Sturgeon Lake: Refinement of lithium recovery process flowsheet toward a demonstration pilot plant.	148,150(1)	To be completed by June 2022

Per 43-101 Sturgeon Lake: Community and First Nations consultation, and environmental studies.	42,858(1)	To be completed by February 2022
Per 43-101 Sturgeon Lake: Resource classification review and economic valuation technical reporting.	275,000(1)	To be completed by November 2022
Per 43-101 Sturgeon Lake: 10% Exploration contingency	97,500(1)	To be completed by November 2022
Additional costs PEA work - Sturgeon Lake	492,760(2)	To be completed by November 2022
Total Phase 1 & 2	1,206,222

Complete Additional Geological Work on the Sturgeon Lake Project	1,250,000(3)	To be completed by November 2022
Complete Additional Geological Work on the British Columbia Claims	400,000(4)	To be completed by November 2022
Complete Additional Geological Work on the Alberta Claims (Excluding Sturgeon Lake)	295,826(5)	To be completed by November 2022
Complete Additional Geological Work on the Saskatchewan Claims	100,000(6)	To be completed by November 2022

Exploration travel and related	40,000(7)	To be completed by November 2022
Permits and related	2,700,000(8)	To be completed by January 2022
General, and Administration and Marketing	2,138,133(9)	To be completed by November 2022
Unallocated working capital	1,600,196(10)
Available Funds	$9,730,377

Notes:

(1) This amount falls under the category "Remaining recommended work program – Sturgeon Lake (Phase 1 and Phase 2)" in the table under the heading " Use of Available Funds – Principal Purposes. "

(2) This amount falls under the category "Additional costs for proposed PEA – Sturgeon Lake" in the table under the heading " Use of Available Funds – Principal Purposes " in the table under the heading " Use of Available Funds – Principal Purposes. "

(3) This amount falls under the category "Other geological services – Sturgeon Lake" in the table under the heading " Use of Available Funds – Principal Purposes. "
(4) This amount falls under the category "Other geological services – British Columbia Claims" in the table under the heading " Use of Available Funds – Principal Purposes. "
(5) This amount falls under the category "Other geological services – Alberta claims (excluding Sturgeon Lake)" in the table under the heading " Use of Available Funds – Principal Purposes. "
(6) This amount falls under the category "Other geological services – Saskatchewan claims" in the table under the heading " Use of Available Funds – Principal Purposes. "
(7) This amount falls under the category "Exploration travel and related expenses (trips to sites/properties)" in the table under the heading " Use of Available Funds – Principal Purposes. "
(8) $2,500,000 of this amount falls under the category "Permits and Related – Potential New Property Acquisitions" and 200,000 of this amount falls under the category "Permits and Related – Sturgeon Lake" in the table under the heading " Use of Available Funds – Principal Purposes. "
(9) This amount falls under the following categories in the table under the heading " Use of Available Funds – Principal Purposes ": "Transfer agent and AGM ($26,400); TSX, OTC, and other regulatory expenses ($43,000); Corporate travels ($60,000); Professional fees (76,000); Investor communications ($200,000); Management fees ($227,400); Director fees ($240,000); Marketing and related ($491,333); Office and administration ($774,000).
(10) Unallocated working capital to be used for other general corporate and working capital purposes, including supporting properties acquisitions and on-going business development.
(11) While the work has been completed on this milestone, the payment has yet to be made. It is expected to be made prior to Listing.

Impact of COVID-19

To date, the COVID-19 pandemic has had not a material impact on the Company’s operations, business plans or milestones. Although the Company does not currently anticipate that the COVID-19 pandemic will materially interfere with the objectives and timelines set out above, due to the evolving nature of COVID-19 and its impacts, these timelines may require adjustment in the future. See “ Risk Factors – Impact of COVID-19 ”.

Unallocated Funds

Unallocated funds will be used for acquisitions and future development of the existing properties as well as for working capital of the Company. Unallocated funds to be invested in accordance with the Company’s investment policy.

Negative Operating Cash Flow

Since its inception on May 31, 2019, the Company has generated negative operating cash flows and there are no assurances that the Company will not experience negative cash flow from operations in the future. The Company has to this date funded its operations with proceeds from equity financings. If the Company continues to have negative cash flow into the future, it may be required to raise additional funds through equity financings. See “ Risk Factors ”.

DIVIDENDS AND DISTRIBUTIONS

The Company has not, since the date of its incorporation, declared or paid any dividends or other distributions on its Common Shares, and does not currently have a policy with respect to the payment of dividends or other distributions. Additionally, the Company does not intend to pay dividends in the foreseeable future. The declaration and payment of any dividends in the future is at the discretion of the Board and will depend on numerous factors, including compliance with applicable laws, financial performance, working capital requirements of the Company and its subsidiaries, as applicable and such other factors as its directors consider appropriate. There can be no assurance that the Company will pay dividends under any circumstances. See “ Risk Factors – Risks Related to the Common Shares – Speculative nature of investment risk and no history of dividends ”.

FINANCIAL STATEMENT DISCLOSURE

The following financial statements have been included in this Prospectus:

The audited annual consolidated financial statements of the Company for the years ended June 30, 2020 and 2021 attached as Schedule "A" hereto, together with the related MD&A attached as Schedule "B" hereto;
The audited annual consolidated financial statements of Former Lithium for the years ended September 30, 2020 and 2019 attached as Schedule "C" hereto, together with the related MD&A attached as Schedule "D" hereto;
The unaudited condensed interim financial statements of Former Lithium for the nine month period ended June 30, 2021 attached as Schedule "E" hereto, together with the related MD&A attached as Schedule "F" hereto; and
The proforma consolidated financial statements of the Company as of June 30, 2021 attached as Schedule "G" hereto.

See also " Management's Discussion and Analysis of Financial Condition and Results of Operations ".

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Company’s Management Discussion and Analysis

The Company’s Management’s Discussion and Analysis is attached to this Prospectus as Schedule "B" and should be read in conjunction with the financial statements of the Issuer for the same period, and the notes thereto respectively.

Certain information included in Lithiumbank’s Management’s Discussion and Analysis is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Caution Regarding Forward-Looking Statements” in “Part 1 – Summary of Prospectus” for further details.

Former Lithium’s Management Discussion and Analysis

Former Lithium’s Management’s Discussion and Analysis is attached to this Prospectus as Schedule "D", and should be read in conjunction with the financial statements of the Issuer for the same period, and the notes thereto respectively.

Certain information included in Former Lithium’s Management’s Discussion and Analysis is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “ Caution Regarding Forward-Looking Statements ” for further detail.

DESCRIPTION OF SECURITIES

The Company’s authorized Common Share capital consists of an unlimited number of Common Shares without par value. As at the date of this Prospectus, there were 32,596,250 Common Shares issued and outstanding.

The holders of the Common Shares are entitled to receive notice of and to attend and vote at all meetings of the Shareholders and each Common Share confers the right to one vote in person or by proxy at all meetings of the Shareholders. The holders of the Common Shares, subject to the prior rights, if any, of any other class of shares of the Company are entitled to receive such dividends in any financial year as the Board may by resolution determine. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Common Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Company, the remaining property and assets of the Company. The Common Shares do not have pre-emptive

rights, conversion rights or exchange rights and are not subject to redemption, retraction purchase for cancellation or surrender provisions. There are no sinking or purchase fund provisions, no provisions permitting or restricting the issuance of additional securities or any other material restrictions, and there are no provisions which are capable of requiring a security holder to contribute additional capital.

CONSOLIDATED CAPITALIZATION

Other than as disclosed below, there have been no material changes in the Company’s share and loan capital since June 30, 2021, the date of its most recently completed financial period for which financial statements are included in this Prospectus.

The following table sets forth the consolidated share capitalization of the Company as at June 30, 2021 and as of the date of this Prospectus. Investors should read the following information in conjunction with the Company’s audited consolidated financial statements and unaudited financial statements and, in each case, the related notes thereto, along with the associated MD&As, included in this Prospectus.

		Amount	Amount Outstanding as
		Outstanding as at	of the Date of this
Designation	Amount Authorized	June 30, 2021	Prospectus
Common Shares	Unlimited	3,820,000	32,596,250
Options(1)	10% of the total number of	300,000	3,259,625
	issued and outstanding
	Common Shares
Warrants(2)	N/A	Nil	3,863,125
Broker Warrants(3)	N/A	Nil	848,180
Special Warrants(4)	N/A	Nil	4,565,989

Notes:

(1) See “ Options to Purchase Securities – Stock Options ”.

(2) See “ Options to Purchase Securities – Warrants ”.

(3) See “ Options to Purchase Securities – Broker Warrants ”.

(4) See “ Options to Purchase Securities – Special Warrants ”.

OPTIONS TO PURCHASE SECURITIES

Stock Options

On June 2,2021, the Board approved the Stock Option Plan (the “ Stock Option Plan ”). The Stock Option Plan remains subject to Shareholder approval, which the Company intends to obtain after Listing. As of the date of this Prospectus, there are 3,259,625 Options outstanding under the Stock Option Plan. (i) 300,000 of these Options are exercisable at a price of $0.10 until the earlier of June 2, 2023 and the date that the Common Shares are listed on any stock exchange or quotation system in Canada, (ii) 1,995,000 of these Options are exercisable a price of $0.20 until October 28, 2025, (iii) 100,000 of these Options are exercisable at a price of $0.20 until April 1, 2023, (iv) 764,625 of these Options are exercisable at a price of $0.80 until September 6, 2026 and (v) 100,000 of these Options are exercisable at a price of $0.80 until May 27, 2023.

The purpose of the Stock Option Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors, officers, employees and consultants, to reward those individuals from time to time for their contributions toward the long terms goals of the Company and to enable and encourage those individuals to acquire Common Shares as long term investments. The general terms and conditions of the Stock Option Plan are

reflected in the disclosure below. Any capitalized terms used below, but not otherwise defined, shall have the meanings ascribed thereto in the Stock Option Plan.

Key Terms Administration Number of Common Shares Securities Participation Option Agreement Exercise Price Exercise Period Vesting Eligibility Limitations	Summary
	The Stock Option Plan will be administered by the Board, or such director or other senior officer of the Company as may be designated as administrator by the Board. The Board or such committee may make, amend and repeal at any time, and from time to time, such regulations not inconsistent with the Stock Option Plan. 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 options granted under share compensation arrangements other than the option plan, unless the latter is amended pursuant to the requirements of the TSXV policies (and, if applicable, NEX policies). Each Option entitles the Participant to purchase one Common Share at an exercise price determined by the Board. Options shall only be granted to Eligible Persons. All Options granted under the plan will be evidenced by an option commitment in the form attached in the option plan as schedule A, showing the number of Optioned shares, the term of the option, a reference to vesting terms, if any, and the 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. If the Company does not issue a news release to fix the Exercise Price pursuant to TSXV policies, the discounted market price is the last closing Price of the common shares before the date of the grant. The exercise period of an Option will be the period from and including the award date through to and including the expiry date that will be determined by the Board at the time of grant (the “Expiry Date”), provided that every Option shall have a term not exceeding, and shall therefore expire no later than, 10 years after the date of grant, subject to extension where the Expiry Date falls within a blackout period as detailed in Section 3.9 of the Stock Option Plan. The Board shall determine the manner in which an Option shall vest and become exercisable. Options to purchase common shares may be granted under the Stock Option Plan to service providers of the Company 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 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 TSXV and the Company is obtained. Subject to section 2.11 of the Stock Option Plan, the following restrictions on issuances of Option are applicable under the plan:

Key Terms
Administration
Number of Common
Shares
Securities
Participation
Option Agreement
Exercise Price
Exercise Period
Vesting
Eligibility
Limitations

Summary

The Stock Option Plan will be administered by the Board, or such director
or other senior officer of the Company as may be designated as administrator
by the Board. The Board or such committee may make, amend and repeal at
any time, and from time to time, such regulations not inconsistent with the
Stock Option Plan.
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 options
granted under share compensation arrangements other than the option plan,
unless the latter is amended pursuant to the requirements of the TSXV
policies (and, if applicable, NEX policies).
Each Option entitles the Participant to purchase one Common Share at an
exercise price determined by the Board.
Options shall only be granted to Eligible Persons.
All Options granted under the plan will be evidenced by an option
commitment in the form attached in the option plan as schedule A, showing
the number of Optioned shares, the term of the option, a reference to vesting
terms, if any, and the 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. If the Company does not issue a news release to fix the
Exercise Price pursuant to TSXV policies, the discounted market price is the
last closing Price of the common shares before the date of the grant.
The exercise period of an Option will be the period from and including the
award date through to and including the expiry date that will be determined
by the Board at the time of grant (the “Expiry Date”), provided that every
Option shall have a term not exceeding, and shall therefore expire no later
than, 10 years after the date of grant, subject to extension where the Expiry
Date falls within a blackout period as detailed in Section 3.9 of the Stock
Option Plan.
The Board shall determine the manner in which an Option shall vest and
become exercisable.
Options to purchase common shares may be granted under the Stock Option
Plan to service providers of the Company 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 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 TSXV and the Company is obtained.
Subject to section 2.11 of the Stock Option Plan, the following restrictions
on issuances of Option 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 granted to all service providers conducting investor relations activities in any 12 months period cannot exceed 2% of the outstanding shares, calculated at the time of grant, without the prior consent of the TSXV (or NEX, as the case may be); and
(c) The aggregate number of Options granted to any cone Consultant in any 12 months period cannot exceed 2% of the outstanding shares, calculated at the time of grant, without the prior consent of the TSXV.

Amendments, Suspension and Termination

The Board may amend, subject to the approval of any regulatory authority whose approval is required, suspend or terminate the Stock Option Plan or any portion thereof. No such amendment, suspension or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of such Participant. If the Stock Option Plan is suspended or terminated, the provisions of the Stock Option Plan and any administrative guidelines, rules and regulations relating to the Stock Option Plan shall continue in effect for the duration of such time as any Option remains outstanding. Certain amendments will require disinterested shareholders’ approval.

Warrants

As of the date of this Prospectus there were 3,863,125 issued and outstanding Warrants each exercisable into one Common Share. All of the Warrants are exercisable at a price of $1.20 until May 2, 2022.

Broker Warrants

As of the date of this Prospectus there were 848,180 issued and outstanding Common Share purchase warrants of the Company (the “ Broker Warrants ”) with each Broker Warrants being exercisable into one unit of the Company (a “ Broker Unit ”). Each Broker Unit is comprised of one Common Share and one-half of one Common Share purchase warrant of the Company (each whole warrant an “ Underlying Broker Warrant ”).

482,901 of the Broker Warrants are exercisable at a price of $0.80 per Broker Unit until May 2, 2022, with the 241,450 Underlying Broker Warrants being exercisable into one Common Share at an exercise price of $1.20 per share until May 2, 2022.
241,138 of the Broker Warrants are exercisable at a price of $1.50 per Broker Unit until September 27, 2024, with the 120,569 Underlying Broker Warrants being exercisable into one Common Share at an exercise price of $2.00 per share for a period of 36 months following the date of issue.
124,140 of the Broker Warrants are exercisable at a price of $1.50 per Broker Unit until October 15, 2024, with the 62,070 Underlying Broker Warrants being exercisable into one Common Share at an exercise price of $2.00 per share for a period of 36 months following the date of issue.

Special Warrants

As of the date of this Prospectus there were 4,565,989 Special Warrants issued and outstanding. Each Special Warrant is comprised of one Special Warrant Unit, with each Special Warrant Unit being comprised of one Common Share and one-half of one Warrant. Each Warrant is exercisable to acquire one Common Share at a price of $2.00 per Common Share for a period of 36 months from the date of issuance. Each Special Warrant will be deemed to be exercised at 4:00 p.m. (Vancouver time) on the date that is the earlier of (i) the fifth business day after the date on which the Company obtains a receipt from the applicable securities commission(s) in Canada for the final prospectus qualifying the distribution of the common shares to be issued upon exercise or deemed exercise of the Special Warrants; and (ii) the date that is four months and a day after date of issuance of the special warrants represented by

the date of the special warrant certificates relating to the Special Warrants. This Prospectus qualifies the distribution of 4,565,989 Common Shares and 2,282,996 Warrants issuable upon the automatic conversion of the Special Warrants issued by the Company on September 27, 2021 and October 15, 2021.

PRIOR SALES

The following table summarizes the issuances of Common Shares and securities that are convertible or exchangeable into Common Shares in the 12 months prior to the date of this Prospectus:

Date of Issue	Number and Type of Securities1	Issue or Exercise Price per Security
April 1, 2021	619,999 Common Shares(1)	$0.05
June 2, 2021	300,000 Options	$0.10
June 3, 2021	3,200,000 Common Shares(1)	$0.05
July 13, 2021	28,776,250 Common Shares(2)	$0.80
July 13, 2021	2,095,000 Options(2) 100,000 Options(2)	$0.20 $0.80
July 13, 2021	3,863,125 Warrants(2)	$1.20
July 13, 2021	482,901 Broker Warrants(2)(3)	$0.80
September 6, 2021	764,625 Options(4)	$0.80
September 27, 2021	3,014,233 Special Warrants(5)	$1.50
September 27, 2021	241,138 Broker Warrants(5)	$1.50
October 15, 2021	1,551,756 Special Warrants(5)	$1.50
October 15, 2021	124,140 Broker Warrants(5)	$1.50

Notes:

(1) Issued pursuant to a private placement that took place in two tranches on April 1, 2021 and June 3, 2021. See “ Description of the Business – History – Financings ” for more information.
(2) Issued in connection with the RTO Transaction. See “ Corporate Structure – The RTO Transaction ” for more information.

(3) Each Broker Warrant entitles the holder thereof to acquire one unit consisting of one Common Share and one-half of one Underlying Broker Warrant at a price of $0.80 per unit May 2, 2022 with each Underlying Broker Warrant being exercisable to acquire one Common Share at a price of $1.20 for a period of one year from the date of issuance.

(4) Issued to certain director, officers and consultants of the Company pursuant to the Stock Option Plan. See “ Options to Purchase Securities – Stock Options ” for more information.
(5) Issued in connection with a non-brokered private placement financing of Special Warrants. See disclosure under the heading “ Description of the Business – History .”

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

As of Listing (assuming conversion of all Special Warrants) and except as described below, no securities of the Company are held, to the knowledge of the Company, in escrow or are subject to a contractual restriction on transfer.


Designation of class	Number of securities held in escrow or that are subject to a contractual restriction on transfer	Percentage of class(1)


Common Shares	19,830,090(2)(3)(4)	53.36%
Options	2,029,625(3)	62.27%

Notes:

(1) Presented on a partially-diluted basis, based on 37,162,239 Common Shares outstanding upon conversion of all Special Warrants currently outstanding.
(2) 5,010,000 of these Common Shares are subject to the Escrow Agreement, as described in further detail below under the subheading “ Escrowed Securities”. 14,820,090 of these Common Shares are subject to TSXV seed share resale restrictions, as described in further detail below under the subheading “ Seed Share Resale Restrictions"
(3) 1,429,625 of these Options will subject to the Escrow Agreement, as described in further detail below under the subheading “ Escrowed Securities. ” 600,000 of these Options will be subject to TSXV seed share resale restrictions, as described in further detail below under the subheading “ Seed Share Resale Restrictions

Escrowed Securities

Pursuant to National Policy 46-201 – Escrow for Initial Public Offerings (“ NP 46-201 ”), the following securities, being 5,010,000 Common Shares, representing 13.48% of the issued and outstanding Common Shares (assuming conversion of the outstanding Special Warrants) and 1,429,625 Options, representing 43.86% of the issued and outstanding Options, held by principals of the Company (the “ Escrowed Securityholders ”) are expected to be held in escrow on listing on the Exchange (the “ Escrowed Securities ”).

Name of Shareholder	Type of Securities Held in Escrow	Number and %
Robert Shewchuk	Common Shares	1,850,000 (4.98%)(1)
	Options	614,625 (18.89%)(2)
Gianni Kovacevi	Common Shares	1,400,000 (3.77%)(1)
	Options	250,000 (7.67%)(2)
Christopher Murray	Common Shares	660,000 (1.78%)(1)
	Options	75,000 (2.3%)(2)
Steven Piepgrass	Common Shares	50,000 (0.13%)(1)
	Options	75,000 (2.3%)(2)
Ann Fehr	Common Shares	50,000 (0.13%)(1)

Name of Shareholder	Type of Securities Held in Escrow	Number and %
	Options	65,000 (1.99%)(2)
Kevin Piepgrass	Common Shares	1,000,000 (2.69%)(1)
	Options	350,000 (10.74%)(2)

Notes:

(1) Based on 37,162,239 Common Shares issued and outstanding assuming conversion of all Special Warrants currently outstanding.

(2)

Based on 3,259,625 Options issued and outstanding as of the date hereof.

The Escrowed Securities will be held in escrow pursuant to an Escrow Agreement between Odyssey Trust Company as escrow agent (the “ Escrow Agent ”), the Company and the Escrowed Securityholders. The Company is an “emerging issuer” for the purposes of NP 46-201. Accordingly, the Escrowed Securities will be released from escrow in accordance with the following schedule:

Release Date	Portion of Escrowed Securities Released
The date the Company’s securities are listed on a Canadian exchange (the “Listing Date”)	10% of the Escrowed Securities
6 months after the Listing Date	15% of the Escrowed Securities
12 months after the Listing Date	15% of the Escrowed Securities
18 months after the Listing Date	15% of the Escrowed Securities
24 months after the Listing Date	15% of the Escrowed Securities
30 months after the Listing Date	15% of the Escrowed Securities
36 months after the Listing Date	15% of the Escrowed Securities

Additional Securities

Shares and convertible securities that an Escrowed Securityholder acquires in relation to securities that are in escrow at the time: (a) as a dividend or other distribution; (b) on the exercise of a right of purchase, or conversion or exchange; (c) on a subdivision, or compulsory or automatic conversion or exchange; or (d) from a successor issuer in a business combination, if required under NP 46-201, must be placed in escrow and will be released in accordance with the release schedule in the table above.

Seed Share Resale Restrictions

Pursuant to TSXV policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions (“ TSXV Policy 5.4 ”), securities that are issued to “Non-Principals” (as that term is defined in the policies of the TSXV) of the Company

prior to the Listing at a price which is below the price of the Listing, are subject to hold periods in accordance with seed share resale restrictions under TSXV Policy 5.4.

As set out in the table below, on completion of the Listing, 10,900,090 Common Shares held by certain securityholders of the Company, representing 29.33% of the issued and outstanding Common Shares, will be subject to the TSXV seed share resale restrictions under TSXV Policy 5.4. These Common Shares were issued to Former Lithium Shareholders in exchange for Former Lithium Shares in connection with the RTO Transaction and are being held in escrow in accordance with TSXV Policy 5.4 on the basis that such Former Lithium Shares were issued at prices below $0.05. See disclosure under the heading " Corporate Structure – The RTO Transaction " for more information on the RTO Transaction. In connection therewith, the securities held by such securityholders will be subject to a 36-month escrow and be released in accordance with the following schedule:

Time	Release Schedule
6 months after the ListingDate	10% of the Escrowed Securities
12 months after the ListingDate	10% of the Escrowed Securities
18 months after the ListingDate	10% of the Escrowed Securities
24 months after the ListingDate	20% of the Escrowed Securities
30 months after the ListingDate	25% of the Escrowed Securities
36 months after the ListingDate	25% of the Escrowed Securities

As set out in the table below, on completion of the Listing, 3,919,999 Common Shares, and 600,000 Options, representing 10.55% of the issued and outstanding Common Shares, and 21.47% of the issued and outstanding Options, respectively held by certain Escrowed Securityholders will be subject to the TSXV seed share resale restrictions under TSXV Policy 5.4. In specific, the securities held by persons who participated in the following financings and transactions of the Company will be subject to the following TSXV seed share restrictions:

Date of Issuance	Issue Price	Securities	Release Schedule
April 1, 2021	$0.05	619,999Common Shares(1)	2 year holder with 20 released every 6 months with the first release on the ClosingDate
April 1, 2021	$0.20	100,000 Options(2)	1 year hold with 20% released every 3 months with first release on the Closing Date
May 1, 2021	$0.20	100,000 Common Shares	1 year hold with 20% released every 3 months with first release on ClosingDate
June 2, 2021	$0.10	300,000 Options(2)	2 year hold with 20% released every 6 months with first release on the Closing Date
June 3, 2021	$0.05	3,200,000Common Shares(1)	2 year holder with 20 released every 6 months with the first release on the ClosingDate
September 6, 2021	$0.80	200,000 Options(2)	4 month hold with 20 % released each month with first release on the Closing Date

Notes:

(1) Issued in connection with a non-brokered private placement financing of Common Shares completed on April 1, 2021 and June 3, 2021. See " Description of the Business – History " for more information.

(2) Issued to certain eligible persons pursuant to the Stock Option Plan. See “ Options to Purchase Securities – Stock Options ” for more information.
(3) These Common Shares were issued to Former Lithium Shareholders in exchange for Former Lithium Shares in connection with the RTO Transaction and are being held in escrow in accordance with TSXV Policy 5.4. See disclosure under the heading " Corporate Structure – The RTO Transaction " for more information on the RTO Transaction.

The foregoing seed share resale restrictions will be imposed on the securities by imprinting legends on the applicable certificates representing such securities, and do not apply to persons who are subject to the Escrow Agreement.

PRINCIPAL SECURITYHOLDERS

As at the date of this Prospectus, to the Company’s knowledge, no person or company beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attaching to all issued and outstanding Common Shares.

DIRECTORS AND EXECUTIVE OFFICERS

Director and Executive Officer Profiles

The following table sets forth the name of each director and executive officer of the Company as at the date of this Prospectus, their province or state and country of residence, their position(s) and office(s) held with the Company, their principal occupation(s) during the preceding five years, the date they became a director and/or officer of the Company, if applicable, and the number and percentage of Common Shares they beneficially own, or control or direct, directly or indirectly.

Name and Residence Robert Shewchuk(1)(2) Calgary, AB, Canada Andre Mbeng Calgary, AB, Canada Ann Fehr, West Vancouver, BC, Canada Kevin Piepgrass, Kelowna, BC, Canada Gianni Kovacevi(1) Vancouver, BC, Canada	Position(s) and Office(s) with LithiumBank Chief Executive Officer & Director Chief Financial Officer Corporate Secretary VP Operations Director	Principal Occupation(s) During Past Five Years See Director and Officer Biographies below. See Director and Officer Biographies below. See Director and Officer Biographies below. See Director and Officer Biographies below. See Director and Officer Biographies below.	Director and/or Officer Since July 29, 2021 August 16, 2021 August 16, 2021 August 01, 2020 July 29, 2021	Number and Percentage of Common Shares Held(5)
				1,850,000; (4.98%) Nil 50,000;(3) (0.13%) 1,000,000 (2.69%) 1,400,000;(4) (3.77%)

Name and Residence Christopher Murray(1)(2) Toronto, ON Steven Piepgrass(1)(2) Calgary, Alberta	Position(s) and Office(s) with LithiumBank Director Director	Principal Occupation(s) During Past Five Years See Director and Officer Biographies below. See Director and Officer Biographies below.	Director and/or Officer Since July 29, 2021 July 29, 2021	Number and Percentage of Common Shares Held(5)
				660,000; (1.78%) 50,000; (0.13%)

Notes:

(1) Audit Committee member.
(2) Compensation Committee member.
(3) These Common Shares are held by Ms. Fehr through, A. Fehr & Associates Ltd., a corporation of which she is the sole shareholder .
(4) 350,000 Common Shares are held by Mr. Murray through Christopher Murray Professional Corporation, a corporation of which he is the sole shareholder and 310,000 Common Shares are held by Investor Company, in trust for Christopher Murray Professional Corporation.
(5) These Common Shares are held by Mr. Piepgrass through, 90th Capital Corp., a corporation of which he is a controlling shareholder.
(6) Presented on a partially-diluted basis, based on 37,162,239 Common Shares outstanding upon conversion of all Special Warrants currently outstanding.

Term of Office of Directors

The term of office of the directors expires annually at the time of the Company's annual general meeting. The term of office of the executive officers expires at the discretion of the Board.

Aggregate Ownership of Securities

To the Company’s knowledge as at the date of this Prospectus, its directors and executive officers as a group will beneficially own, or control or direct, directly or indirectly, 5,010,000 Common Shares, representing approximately 13.48% of the outstanding Common Shares on a non-diluted basis, assuming conversion of the Special Warrants.

Director and Executive Officer Biographies

Below is a brief description of each of the directors and executive officers of the Company including names; ages; positions and responsibilities; relevant background; principal occupations or employment during the five years preceding the date of this Prospectus; amount of time they will devote to the Company; and relevant experience in the industry.

Robert Shewchuk, CEO & Director, Age 45

As CEO and a director of the Company, Robert Shewchuk directs the affairs and manage the Company’s business and administer or arranges for the administration of the Company’s day-to-day operations.

Mr. Shewchuk began his career as an Equities Trader on the floor of the Alberta Stock Exchange in 1995 for Yorkton Securities Inc. He became a licensed broker at Yorkton in 1998 and worked on the Equities desk through 2004. Mr. Shewchuk joined Standard Securities Capital Corporation where he became Chairman in 2006. He merged Standard

Securities with Wolverton Securities Ltd in 2009 and became a Director of Wolverton Securities until 2016 when it was purchased by PI Financial Corp.

Mr. Shewchuk has held the following positions in the last 5 years:

Chief Executive Officer of the Company (August 1, 2020 – present);
Chief Architect at Caerus Capital Partners Inc.; (October 2020 – present);
Director of Graphene Manufacturing Group Ltd. (August 2019 – present);
Director of Spectre Capital Corp. (September 2018 – present);
Broker at PI Financial Corp. (June 2016 – July 2017); and
Managing Director at Wolverton Securities Ltd. (March 2009 – June 2016).

Mr. Shewchuk is a contracted officer of the Company and has entered into a consulting agreement which includes a non-disclosure clause with the Company. He will devote approximately 60% of his time to the Company.

Andre Mbeng, Chief Financial Officer, Age 43

Andre Mbeng is responsible for accounting and financial reporting functions, Mr. Mbeng, 43, has over 17 years finance and accounting experience in both private and public companies, most recently serving as Comptroller for Aequus Pharmaceuticals, a specialty pharmaceutical company, with a focus on commercializing value-added products in specialty therapeutic areas in the Canadian market. Previous experience includes financial management and analyst roles with oil and gas companies in which he developed deep expertise in management reporting and management of sophisticated financial systems. He holds a Master of Business Administration from the university of Liverpool and a Bachelor of Business Administration (Double-major) from Southern Adventist University.

Mr. Mbeng has held the following positions in the last 5 years:

Chief Financial Officer of the Company (August 16, 2021, to present)
Controller at Aequus Pharmaceuticals, a specialty pharmaceutical company, with a focus on commercializing value-added products in specialty therapeutic areas in the Canadian market (November 2020 to present);
Accountant at Park 2 Go, a Value Valet Airport parking entity part of the Prestige Group of Companies in the hospital industry (July 2018 to September 2019);
Service representative at CRA (October 2016 to June 2017); and
Finance Manager at DT Group, a Joint venture between Trafigura and Cochan Ltd. (October 2012 to February 2016).

Mr. Mbeng is contracted as CFO for the Company via Fehr & Associates and has entered into a non-competition and non-disclosure agreement with the Company. He will devote approximately 35% of his time to the Company.

Ann Fehr, Corporate Secretary, Age 52

Ann Fehr is the corporate secretary of the Company, ensuring the integrity of the governance framework. She and her support team at Fehr & Associates will provide back-office services for the Company, including book-keeping and administrative services. Ann has been the Principal at Fehr & Associates for 11 years but has been supporting a number of junior publicly listed companies since 2007. She has served as CFO and corporate secretary and is currently the CFO of Dolly Varden Silver Corporation and Pure Energy Minerals Corp.. During the course of her management and consulting career, Ms. Fehr has led a number of companies through significant change and corporate milestones such as public listing applications, mergers and acquisitions, as well as strategic planning and execution. Ms. Fehr is also an active volunteer in the community. Ann Fehr received her CGA designation in 1996 and opened a registered public accounting practice in 2010.

In the last 5 years Ms. Fehr has been a consultant and employee at Fehr & Associates. As a consultant and with the support of her team, she held part time officer roles for Pure Energy Minerals Ltd (Feb 2020-present), Dolly Varden Silver Corporation (March 2020- present), Aequus Pharmaceuticals Ltd (July 2017 – present), Exro Technologies Inc.

(November 2016-October 2017), Bearing Lithium Corp. (July 2016 – February 2020) and Ashanti Gold Corp. (August 2016-August 2019). She was also a part time officer and director for a private company, Fieldhouse Capital Management Inc. until her resignation in September 2021.

Ms. Fehr is a consultant for the Company providing services through Fehr & Associates. Fehr & Associates has entered into a consulting agreement with the Company for her services. She will devote approximately 5% of her time to the Company.

Kevin Piepgrass, VP Operations, 43

Kevin Piepgrass is the VP Operations of the Company, responsible for the technical, logistical, and reporting for LithiumBank. Mr. Piepgrass ensures field operations and reporting are conducted to NI 43-101 standards. Mr. Piepgrass manages land acquisitions and First Nations consultation and engagement. He is a University of Alberta Graduate and professional geologist, registered at APEGBC. Mr. Piepgrass has 15 years of experience managing the exploration and development of commodities including gold, silver, copper, lithium and rare earth elements. Mr. Piepgrass is a Qualified Person pursuant to National Instrument 43-101 standards for disclosure for mineral projects.

Mr. Piepgrass has held the following positions in the last 5 years:

Vice President of Exploration, Tempus Resources Ltd. (June 2019 – Present)
President, Guyana Strategic Metals Inc. (March 2016 – April 2019)

Mr. Piepgrass has not entered into a non-competition and non-disclosure agreement with the Company. He will devote approximately 67% of his time to the Company.

Gianni Kovacevic, Director, Age 47

Gianni Kovacevic is a director of the Company, responsible for strategic direction and governance oversight. He is a co-Founder of LithiumBank and an investor in the energy and commodity sectors. A graduate of electrical studies from the British Columbia Institute of Technology, he is an expert in the analysis of the global energy matrix and the impact technology and renewable energy are having on every aspect of society. Fluent in English, German, Italian, and Croatian.

Mr. Kovacevi has held the following positions in the last 5 years:

President of Kovacevic Consult since 2003.

Mr. Kovacevi is a Director of the Company and has not entered into a non-competition and non-disclosure agreement with the Company. He will devote approximately 50% of his time to the Company.

Christopher Murray, Director, Age 64

Christopher Murray, a director of the company, responsible for strategic direction and governance oversight, Chris has been a partner at Osler Hoskin & Harcourt for over 25 years. He leads Osler’s Asia-Pacific initiative, having advised a number of Asian based enterprises principally on their investments in Canadian energy and mining businesses. Chris’ practice focuses on mergers and investments for public corporations, private equity sponsors and pension funds. He has been fortunate to have been involved in a wide range of deal sizes with degrees of complexities from Lexpert Deals of the Year to smaller yet still business critical transactions for mid-cap and smaller public companies. Chris also has a wealth of experience in capital markets having advised on over 100 public offerings and dozens of IPOs in his career. He advises a number of public reporting issuers and their boards as well as Canadian pension plans as their principal trusted legal adviser on governance and a wide range of matters. Chris is widely recognized in Canada and internationally as a leading corporate lawyer by well regarded ranking organizations including, among others, Lexpert, Best Lawyers, and Chambers Global. Chris also practised in Australia early in his

career while on a two-year secondment from Osler. Chris has experience as a trustee of a public REIT that was acquired by another public REIT, and as a director of not for profit and private entities.

Mr. Murray has held the following positions in the last 5 years:

Partner at Osler Hoskin & Harcourt, a leading business law firm practising internationally from offices across Canada and in New York, since 1995.

Mr. Murray is a Director of the Company and has not entered into a non-competition and non-disclosure agreement with the Company. He will devote approximately 50% of his time to the Company.

Steven Piepgrass, Director, Age 48

Steven Piepgrass, a director of the company, responsible for strategic direction and governance oversight, Steven served as Director Corporate Development at ATCO Group (ACO.X- TSX) where he was formerly SVP Government & Indigenous Relations. Prior to that, Steven spent 7 years in the positions of SVP, GM and VP Engineering & HSSE at ATCO Energy Solutions and 9 years at ATCO Gas as a Director and Operations Manager. Steven is currently a VP of Construction & Government Relations at Green Impact Partners, where he is leading the construction of RNG Plants in the USA and Canada. Steven holds a P.Eng from University of Calgary and an MBA from Haskayne School of Business.

Mr. Piepgrass has held the following positions in the last 5 years:

Senior Vice-President at Atco, a publicly-traded Canadian engineering, logistics and energy holding company based in Calgary, Alberta, up to June 10, 2021.
Senior Vice-President of Construction and Government Relations at Green Impact Partners, a clean technology and transition energy company based in Vancouver, British Columbia, since August 11, 2021.

Mr. Piepgrass is a director of the Company and has not entered into a non-competition and non-disclosure agreement with the Company. He will devote the amount of time necessary to fulfill his duties as a director of the Company.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of the Company’s directors or executive officers is, as at the date hereof, or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period or more than 30 consecutive days (an “ Order ”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such issuer, or (b) was subject to an Order that was issued after the director or executive officer 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.

None of the Company’s directors or executive officers, nor, to its knowledge, any Shareholder holding a sufficient number of its securities to affect materially the control of the Company (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date hereof, 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 director, executive officer or Shareholder.

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 (b) 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.

Conflicts of Interest

To the best of the Company’s knowledge, except as disclosed elsewhere in this Prospectus, the Company is not aware of any existing or potential material conflicts of interest between the Company and any of its directors or officers as of the date hereof. However, certain of the Company’s directors and officers are, or may become, directors, officers or shareholders of other companies with businesses which may conflict with its business. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible acquisitions or in generally acting on the Company’s behalf. See also “ Risk Factors – Risks Related to the Business – Conflicts of Interest” .

Pursuant to the BCBCA, directors and officers of the Company are required to act honestly and in good faith with a view to the best interests of the Company. Generally, as a matter of practice, directors who have disclosed a material interest in any contract or transaction that the Board is considering will not take part in any Board discussion respecting that contract or transaction. If on occasion such directors do participate in the discussions, they will refrain from voting on any matters relating to matters in which they have disclosed a material interest. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which directors or officers may have a conflict .

See also “ Interest of Management and Others in Material Transactions” .

DIRECTOR AND EXECUTIVE COMPENSATION

Prior to obtaining a receipt for this Prospectus from the securities regulatory authorities in British Columbia, Alberta, Ontario and Manitoba the Company was not a reporting issuer in any jurisdiction. As a result, certain information required by Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (“ Form 51-102F6V ”) has been omitted pursuant to Section 1.3(8) of Form 51-102F6V.

Securities legislation requires the disclosure of the compensation received by each Named Executive Officer of the Company. “Named Executive Officer” is defined by securities legislation to mean: (i) the CEO; (ii) the CFO; (iii) the most highly compensated executive officer of the Company, including any of its subsidiaries, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually more than $150,000 for that financial year; and (iv) each individual who would be a “Named Executive Officer” under paragraph (iii) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in similar capacity, at the end of the most recently completed financial year.

As of the date of this Prospectus, the Company has the following Named Executive Officers (collectively, the “ Named Executive Officers ” or “ NEOs ”):

Rob Shewchuk, CEO; and
André Mbeng, CFO.

Compensation Governance

The Company has not been a reporting issuer during any financial period to date. Future compensation to be awarded or paid to the Company's directors and/or executive officers, including Named Executive Officers, once the Company becomes a reporting issuer is expected to consist primarily of management fees, cash bonuses, stock options and other equity-based incentives. Payments may be made from time to time to executive officers, including Named Executive Officers, or companies they control for the provision of consulting or management services. Such services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm's length services providers. Following the date of Listing, the Company expects to pay fees for management services pursuant to the terms of the agreements summarized under " Employment, Consulting and Management Agreements " below. The Company has established a long-term incentive plan that consists of the Stock Option Plan and has 2,195,000 Options or other incentive securities outstanding. The Company may issue additional Options pursuant to the Stock Option

Plan in accordance with TSXV policies upon completion of the Listing. See " Options to Purchase Securities - Stock Option Plan. "

In assessing the compensation of its directors and executive officers, including the Named Executive Officers, the Company does not have in place any formal objectives, criteria or analysis. Nonetheless, the Board regularly: (i) reviews compensation payable to executive officers; (ii) reviews the Company’s overall compensation program and philosophy; and (iii) considers the compensation program, remuneration levels and incentive plans and any changes therein for senior management, including the Chief Executive Officer. Additionally, the performance of the Chief Executive Officer will be evaluated on an annual basis by the Board based on written objective criteria established by the Board, which will include reference to the financial performance of the Company, establishment and implementation of strategies, and achievement of Company goals and objectives. Subject to the foregoing, the Company has not established any specific performance criteria or goals to which total compensation or any significant element of total compensation to be paid to any Named Executive Officer is dependent. Named Executive Officers' performance is reviewed in light of the Company's objectives from time to time and such officers' compensation is also compared to that of executive officers of companies of similar size and stage of development in the Company’s industry. Though the Company does not have pre-existing specific performance criteria, objectives or goals, it is anticipated that, once the Company becomes a reporting issuer, the Board will review all compensation arrangements and policies in place and consider the adoption of formal compensation guidelines.

Compensation, excluding Options and Compensation Securities

The following table provides a summary of the expected compensation to be paid to Named Executive Officers and Directors for the fiscal year ending June 30, 2022, the period subsequent to the Company becoming a reporting issuer.


Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonu s ($)	Committe e or meeting fees ($)	Value of perquisi tes ($)	Value of all other compensati on ($)	Total Compensati on ($)
Robert Shewchuk, President and CEO	2022	$249,000	$Nil	$Nil	$Nil	$Nil	$249,000
Andre Mbeng, CFO	2022	$72,000(1)	$Nil	$Nil	$Nil	$Nil	$72,000
Gianni Kovacevi, former CEO and current Director	2022	$Nil	$Nil	$60,000	$Nil	$Nil	$60,000
Taylor MacDonald, former VP Finance, former Director (2)	2022	$84,000	$Nil	$Nil	$Nil	$Nil	$84,000
Steven Piepgrass, Director	2022	$Nil	$Nil	$60,000	$Nil	$Nil	$60,000

Christopher Murray, Director
	2022	$Nil	$Nil	$60,000	$Nil	$Nil	$60,000

Notes:

(1) These amounts are paid to Fehr Associates for the outsourced services pursuant to the engagement letter between Fehr Associates and the Company dated October 1, 2020. See " Executive Compensation – Employment, Consulting and Management Agreements " for more information.
(2) Taylor Macdonald ceased being a director and officer of the Company on March 27, 2021

The compensation set out above is based on current conditions in the Company’s industry and on the associated approximate allocation of time for the Named Executive Officers listed above and is subject in future to adjustments based on changing market conditions and corresponding changes to required time commitments. Following the Listing, the Company will review its compensation policies and may adjust them if warranted by factors such as market conditions.

The termination clause in the CEO’s contractual agreement states that if the Consultant is in material breach of any provision of his agreement, the Corporation may terminate the Agreement with 24 hours’ notice to the Consultant but shall provide, within 30 days, what is due to the Consultant for Consulting Services through to the end date of the agreement detailed in schedule “B” of the agreement.

Stock Options and Other Compensation Securities

During the year ended June 30, 2021 the Company issued an aggregate of 1,050,000 Options under its Stock Option Plan to NEOs and Directors of the Company, for services provided or to be provided, directly or indirectly, to the Company. as follows:


		Compensation Securities

Name and position	Type of compensa tion security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue , conv ersio n or exer cise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Robert Shewchuk, CEO & Director	Options	400,000	October 28, 2020	$0.20	$0.20	N/A	October 28, 2025
Andre Mbeng, CFO	Options	50,000	October 28, 2020	$0.20	$0.20	N/A	October 28, 2025
Gianni Kovacevi, former CEO and Director	Options	200,000	October 28, 2020	$0.20	$0.20	N/A	October 28, 2025
Taylor MacDonald,	Options	400,000	October 28, 2020	$0.20	$0.20	N/A	October 28, 2025

former VP Finance, former Director

Notes:

(1) Taylor Macdonald ceased being a director and officer of the Company on March 27, 2021

During the year ended June 30, 2021, there was no exercise of Options granted under the Stock Option Plan or other rights to acquire securities of the Company by NEOs or Directors of the Company.

Stock Option Plan

As of the date of this Prospectus, the Company has granted an aggregate of 3,259,625 Options under the Stock Option Plan. See “ Option to Purchase Securities – Stock Options ” for more information.

External Management Companies

Other than as disclosed below under “ Employment, Consulting and Management Agreements ”, the Company has not entered into any agreement with any external management company that employs or retains one or more of the NEOs or directors and, other than as disclosed below, the Company has not entered into any understanding, arrangement or agreement with any external management company to provide executive management services to the Company, directly or indirectly, in respect of which any compensation was paid by the Company.

Employment, Consulting and Management Agreements

As of the date hereof, other than as described below, the Company does not have any contract, agreement, plan or arrangement that provides for payments to the Named Executive Officers at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a director or Named Executive Officer's responsibilities.

The Company and Robert Shewchuk have entered into a consulting agreement dated May 1, 2021, pursuant to which Mr. Shewchuk has agreed to act as the Chief Executive Officer of the Company. In consideration thereof, the Company has agreed to pay Mr. Shewchuk a fee of $13,750 per month. The agreement continues for a period of 12 months until April 30, 2022, subject to earlier termination as provided therein and contains standard confidentiality and termination provisions. Additionally, either the Company or Mr. Shewchuk may terminate the agreement upon providing 30 days written notice. Mr. Shewchuk has agreed to indemnify the Company for wrongful acts or omissions, for any breach of the agreement and with respect to all tax related liability.
The Company has entered into an engagement letter with A. Fehr & Associates Ltd., (" Fehr Associates ") on October 1, 2020 pursuant to which Fehr Associates has agreed to provide full outsourced accounting services for the Company, as set out therein, which includes Andre Mbeng acting as Chief Financial Officer and Ann Fehr acting as Corporate Secretary of the Company. The fees payable under the agreement are based on the time and degree of responsibility and skill required for each task. From December 1, 2020, to March 31, 2021 a fixed fee of $4,000 per month has been charged, and as of April 1, 2021, the fixed fee was increased to $5,000 per month and continues to be payable for the CFO and corporate secretary services being provided by Fehr Associates. Quarterly regulatory reporting will be charged at $120 per hour and is estimated to be $3,500-$5,000 per quarter. Tax returns will be charged at $150 per hour and will require a separate engagement letter. Either party may terminate the agreement, with or without cause, by providing 30 days written notice to the other party. Fehr Associates has limited it liability to an amount equal to: (i) the total fees paid to Fehr Associates under the agreement; or (ii) the total fees paid to Fehr Associates with respect

to the services directly relating to and forming the basis of the applicable claim. Additionally, the agreement contains a standard indemnity clause in favor of Fehr Associates.

Pension Plan Benefits

The Company does not anticipate having any deferred compensation plan or pension plan that provide for payments or benefits at, following or in connection with retirement.

Director Compensation

The Company has not paid any compensation to its directors, for their service as directors, since its incorporation. The Company intends to pay its directors a cash fee in the aggregate amount of $260,000 upon completion of the Listing. Any additional compensation to be paid to the executive officers and directors of the Company after the date of Listing will be determined by the Board.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers or employees of the Company or former directors, executive officers or employees of the Company or its subsidiaries had any indebtedness outstanding to the Company or any of the subsidiaries as at the date hereof and no indebtedness of these individuals to another entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of the subsidiaries as at the date hereof. Additionally, no individual who is, or at any time during the Company’s last financial year was, a director or executive officer of the Company, proposed management nominee for director of the Company or associate of any such director, executive officer or proposed nominee is as at the date hereof, or at any time since the beginning of the Company’s last financial year has been, indebted to the Company or any of its subsidiaries or to another entity where the indebtedness to such other entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, including indebtedness for security purchase or any other programs.

AUDIT COMMITTEE

The Company has formed an Audit Committee comprised of Robert Shewchuk, Christopher Murray and Steven Piepgrass (Chair), all of whom are “financially literate” as defined in National Instrument 52-110 – Audit Committees (“ NI 52-110 ”). Gianni Kovacevic (chair), Christopher Murray and Steven Piepgrass, are considered “independent” pursuant to NI 52-110.

The Audit Committee provides assistance to the Board in fulfilling its obligations relating to the integrity of the internal financial controls and financial reporting of the Company. The external auditors of the Company report directly to the Audit Committee. Generally, the Audit Committee’s primary duties and responsibilities include, without limitation: (i) review significant accounting and financial reporting issues and ensure that the accounting principles selected by management in preparing financial statements are appropriate; (ii) review annual and interim financial statements and any related management’s discussion and analysis, meet with management and external auditors to review results of any audits, and where reasonably possible, review all public disclosure containing financial information prior to its release to the public; (iii) review and if appropriate, approve all non-audit services (being services other than services rendered for the audit and review of the financial statements ore services that are normally provided by the external auditor) which are proposed to be provided by the external auditors to the Company; (iv) establish procedures for the receipt, retention and treatment of complaints and concerns regarding accounting or auditing matters; and (v) regularly update the Board about committee activities and make appropriate recommendations.

The full text of the Audit Committee Charter is attached to this Prospectus as Schedule “H”.

Relevant Education and Experience

Each member of the Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements or experience actively supervising individuals engaged in such activities; and
(c) an understanding of internal controls and procedures for financial reporting.

For a summary of the experience and education of the Audit Committee members see “ Directors and Executive Officers – Director and Executive Officer Biographies ”.

Pre-Approval Policies and Procedures

The Audit Committee Charter requires that the Audit Committee pre-approve the completion of any non-audit services by the external auditors and, with the assistance of the auditors, determine which non-audit services the external auditor is prohibited from providing. The Audit Committee may delegate to one or more independent members of the Audit Committee the authority to approve non-audit services, provided any non-audit services approved in this matter must be presented to the Audit Committee at its next scheduled meeting. The Audit Committee shall be entitled to adopt specific policies and procedures for the engagement of non-audit services if: (a) the pre-approval policies and procedures are detailed as to the particular service; (b) the Audit Committee is informed of each non-audit service; and (c) the procedures do not include delegation of the Audit Committee's responsibilities to management.

External Auditor Service Fees by Category

The fees billed by the Company’s external auditors for the year ended June 30, 2021 and by Former Lithium’s external auditors for the year ended September 30, 2020, in each case for the review engagement, and non-audit related services provided to the Company and Former Lithium, respectively were as follows:

Financial Year Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
June 30, 2021(5)	$5,000	6,562.50	Nil	Nil
September 30, 2020(6)	$18,900	Nil	Nil	Nil

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These auditrelated services include fees charged for assurance and related services that are reasonably related to the performance of an audit, and not included under Audit Fees. In respect of Former Lithium for the review of the quarter ended March 31, 2021.
(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes Fees charged for tax compliance, tax advice and tax planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from tax authorities

(4) “All Other Fees” include all other non-audit service and relate to a VAT (Valued-Added Tax) memo provided to management.
(5) In respect of the Company for the financial year ended June 30, 2021.
(6) In respect of the Former Lithium for the financial year ended September 30, 2020.

STATEMENT ON CORPORATE GOVERNANCE

The Company and the Board recognize the importance of corporate governance to the effective management of the Company and to the protection of its employees and Shareholders. The Company’s approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Company are effectively managed so as to enhance Shareholder value. The Board fulfills its mandate directly and through any of its subcommittees at regularly scheduled meetings or at meetings held as required. Frequency of meetings may be increased, and the nature of the agenda items may be changed depending upon the state of the Company’s affairs and in light of opportunities or risks which the Company faces. The directors are kept informed of the Company’s business and affairs at these meetings as well as through reports and discussions with management on matters within their particular areas of expertise.

National Policy 58-201 – Corporate Governance Guidelines establishes corporate governance guidelines to be used by issuers in developing their own corporate governance practices. The Board is committed to ensuring that the Company has an effective corporate governance system, which adds value and assists the Company in achieving its objectives. In connection therewith, the Company has adopted corporate governance guidelines to assist the Board in the exercise of its duties and responsibilities. The Company’s approach to corporate governance, as governed by such guidelines, is set forth below.

Director Responsibilities

The Board is responsible for overseeing the management of the Company and, in so doing, serve the best interests of the Company on behalf of its shareholders. These responsibilities require that the Board attend to the following:

(a) review and approve on a regular basis, and as the need arises, fundamental operating, financial, and other strategic corporate plans which take into account, among other things, the opportunities and risks of the business;
(b) evaluate the performance of the Company, including the appropriate use of corporate resources;
(c) evaluate the performance of, and oversee the progress and development of, senior management and take appropriate action, such as promotion, change in responsibility and termination;
(d) implement senior management succession plans;
(e) evaluate the Company’s compensation programs;
(f) establish a corporate environment that promotes timely and effective disclosure (including appropriate controls, procedures and incentives), fiscal accountability, high ethical standards and compliance with applicable laws and industry and community standards;
(g) set guidance and direction and oversee the Company’s policies and progress with respect to corporate social responsibility (“CSR”) and environmental, social and governance (“ESG”) factors;
(h) evaluate the Company’s systems to identify and manage the risks faced by the Company;
(i) review and decide upon material transactions and commitments;
(j) develop a corporate governance structure that allows and encourages the Board to fulfil its responsibilities;

(k) provide assistance to the Company’s senior management, including guidance on those matters that require Board involvement; and
(l) evaluate the overall effectiveness of the Board and its committees.

All Board members are expected to: (a) in discharging their fiduciary duties of care, loyalty and candour, exercise their business judgment to act in what they reasonably and honestly believe to be the best interests of the Company and its shareholders free from personal interests; (b) become and remain informed about the Company and its business, assets, risks and prospects, (c) determine effective systems are in place for the periodic and timely reporting to the Board on important matters concerning the Company and provide for periodic reviews of the integrity of the Company’s internal controls and management information systems; (c) establish policies that are intended to protect the Company’s confidential and proprietary information from unauthorized or inappropriate disclosure; and (d) attend Board meetings and meetings of committees on which they serve, and devote the time needed, and meet as frequently as necessary, to properly discharge their responsibilities.

The frequency of meetings of the Board and the nature of agenda items may change from year to year depending upon the activities of LithiumBank. The Board intends to meet at least semi-annually and at each meeting there is a review of the business of LithiumBank.

The Board facilitates its exercise of independent supervision over the Company's management through frequent meetings of the Board being held to obtain an update on significant corporate activities and plans, both with and without members of the Company's management being in attendance.

Composition of the Board

The Company's Board consists of four directors, three of whom are independent. For this purpose, a director is independent if he or she has no direct or indirect “material relationship” with LithiumBank, as defined in National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”). A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment. An individual who has been an employee or executive officer of the Company within the last three years is considered to have a material relationship with the Company.

Of the directors of the Company, Gianni Kovacevic, Christopher Murray and Steven Piepgrass are independent for the purposes of NI 58-101. Robert Shewchuk is not independent for the purposes of NI 58-101 as he is an officer of the Company.

Directorships

Other than as set out below none of the directors of the Company serve on the boards of directors of other reporting issuers (or the equivalent) in Canada or foreign jurisdictions. However, certain of the Company’s directors are, or may become, directors, officers or shareholders of other companies with businesses which may conflict with the Company’s business.

See also “ Risk Factors – Risks Related to the Company – Conflicts of Interest ”, “ Directors and Executive Officers – Conflicts of Interest ” and “ Interest of Management and Others in Material Transactions” .

Name	From	Name of Other Reporting Issuers	Name of Exchange or Market	Position
Robert Shewchuk	August 2019	Graphene Manufacturing Group Ltd.	TSXV	Director
	September 2018	Spectre Capital Corp.	TSXV	Director

Orientation and Education

The Board and the Company’s senior management will conduct orientation programs for new directors. The orientation programs will include presentations by management to familiarize new directors with the Company’s projects, strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its code of business conduct and ethics, its principal officers, its internal and independent auditors and its outside legal advisors. In addition, the orientation program will include a review of the Company’s expectations of its directors in terms of time and effort, a review of the directors’ fiduciary duties and visits to Company headquarters and, to the extent practical, certain of the Company’s significant facilities. To enable each director to better perform his or her duties and to recognize and deal appropriately with issues that arise, the Company will provide the directors with suggestions to undertake continuing director education.

Additionally, both incoming directors and existing directors are asked to regularly review and become familiar with: (i) the mandate of the Board; (ii) the Code of Conduct (defined below); (iii) the Disclosure Policy (defined below); (iv) the Whistleblower Policy (defined below); (v) the Policy on Private Placement Procedures (as defined below), and (vi) the Social Media Policy (defined below). Additionally, Board members are encouraged to communicate with management and auditors, to keep themselves current with industry trends and developments, and to attend related industry seminars. Board members have full access to the Company’s records.

Ethical Business Conduct

LithiumBank has adopted a written Code of Conduct effective as of August 16, 2021 (the “ Code of Conduct ”) which emphasizes the importance of matters relating to honest and ethical conduct, conflicts of interest, confidentiality of corporate information, protection and proper use of corporate assets and opportunities, the maintenance of safe and healthy working conditions for all employees and third parties, social media responsibility, compliance with whistleblower and anti-retaliation principles, compliance with applicable laws, rules and regulations and the reporting of any illegal or unethical behaviour. The Code of Conduct further outlines how the Company expects its personnel to conduct themselves and do business on behalf of LithiumBank so that the Company:

maintain a work environment that respects each person’s integrity and dignity;
foster a standard of conduct that reflects positively on LithiumBank, its employees and shareholders;
comply with all laws and regulations that govern the Company’s business activities; and
protect LithiumBank from unnecessary exposure to financial, reputational or any other kind of loss, damage or liability.

Compliance with the Code of Conduct is a condition to the employment of personnel of the Company.

Other Corporate Governance Policies

In addition to the Code of Conduct, the Company has adopted the following corporate governance policies:

Disclosure Policy – the Company has adopted a disclosure policy (the “ Disclosure Policy ”) to ensure that information disclosed by the Company to the financial community is timely, accurate, comprehensive, authoritative and relevant to all aspects of the Company’s operations while at the same time consistent with legal requirements. Adherence to the Disclosure Policy is intended to provide an effective and efficient framework to facilitate the timely dissemination of material information to the investing public in the spirit of full disclosure and in compliance with regulations. The Disclosure Policy designates the Chief Executive Officer of the Company as the officer responsible for overseeing the Company’s disclosure controls, procedures and practices, and sets out such responsible officer’s general responsibilities.
Whistleblower Policy – the Company has adopted a whistleblower policy (the “ Whistleblower Policy ”) that operates in conjunction with the Audit Committee Charter to ensure that a confidential and anonymous process exists whereby persons can report any accounting concerns relating to the Company or its

subsidiaries. “Accounting concerns” is intended to be broad and comprehensive and to include any matter, which in the view of the complainant, is illegal, unethical, contrary to the policies of the Company, or in some other manner not right or proper. Examples would include: (a) violation of any applicable law, rule or regulation that relates to corporate reporting and disclosure; (b) violation of the Company’s Code of Conduct; (c) fraud or deliberate error in the preparation, evaluation or audit of any financial statement of the Company or any of its subsidiaries.

Policy on Private Placement Procedures – the Company has adopted a policy on procedures to verify satisfaction of Canadian prospectus exemptions in private placements (the “ Policy on Private Placement Procedures ”) in order to confirm that any employees, officers, directors, agents, finders or other intermediaries (whether registered or not) involved in a private placement of the Company understand the exemptions being relied on, are able to describe the terms of the exemption to subscribers and know what information and documentation must be obtained from purchasers to confirm that the conditions of the exemption have been satisfied.
Social Media Policy – the Company has adopted a social media policy (the “ Social Media Policy ”) in order to govern the use of social media by the Company’s directors, officers, employees, consultants, contractors and certain other persons as applicable. The Social Media Policy is intended to provide these persons with the information and guidance to use social media responsibly and in the best interest of the Company and its affiliates. In general, these persons should not be using social media regarding anything to do with the Company, unless specifically permitted to do so by the Chief Executive Officer (the designated responsible officer).

Other Board Committees

In addition to the Audit Committee, the Company has established a compensation committee comprised of the following three directors: Robert Shewchuk, Steven Piepgrass and Christopher Murray (Chair). A summary of the compensation committee charter is set out below. Upon completion of the Listing, the Board will determine whether additional committees are necessary given the stage of the Company's development.

Compensation Committee Charter

The Company has adopted a compensation committee charter which sets out the duties and responsibilities of the compensation committee. The compensation committee is responsible for share-based compensation, board compensation, the establishment of salaries plus fringe benefits of executive management and senior staff, and reviewing any contingency plans developed by management for management succession, as well as employeeemployer relations. The compensation committee will be comprised of a majority of independent directors and will not have more than three (3) members. The compensation committee will meet as required and, in any event, at least once per year. The compensation committee will review and make recommendations to the Board regarding the corporate goals and objectives, performance and compensation of the Chief Executive Officer on an annual basis. The compensation committee will also review and, as appropriate, approve the recommendations of the Chief Executive Officer regarding: (a) compensation of the senior officers of the Company that report the to Chief Executive Officer, (b) the compensation policy of the Company, including internal structure, annual review and relationship to market levels and changes; (c) significant changes in the Company’s benefit plan and human resources policies; and (d) issuance of stock options to employees, consultants, directors, independent contractors and other insiders. The compensation committee will review and recommend changes to the compensation of the Board, any annual bonus policies for employees and any incentive-compensation plans and equity-based plans of the Company. The compensation committee will also review the executive compensation disclosure of the Company prior to public disclosure.

The full text of the compensation committee charter is attached to this Prospectus as Schedule “I”

Director Assessment

The Board responsible for ensuring that an appropriate system is in place to evaluate the effectiveness of the Board as a whole, the individual committees of the Board, and the individual members of the Board and such committees with a view of ensuring that they are fulfilling their respective responsibilities and duties. In connection with such evaluations, each director is required to provide his assessment of the effectiveness of the Board and each committee as well as the performance of the individual directors, annually. Such evaluations take into account the competencies and skills each director is expected to bring to his particular role on the Board or on a committee, as well as any other relevant factors.

RISK FACTORS

An investment in the securities of the Company is speculative and involves a high degree of risk due to the nature of the Company’s business. An investment in the Company’s securities should only be made by persons who can afford the total loss of their investment. The following risks, as well as risks currently unknown to the Company, could adversely affect the Company’s current or future business, operations, results, cash flows and financial condition and could cause future results, cash flows, financial condition, events or circumstances to differ materially from those currently expected, including the estimates and projections contained in this Prospectus. Prospectus investors should carefully consider the risks described below and elsewhere in this Prospectus. The risks described below and elsewhere in this Prospectus do not purport to be an exhaustive summary of the risks affecting the Company and additional risks and uncertainties not currently known to the Company or not currently perceived as being material may have an adverse effect on the Company.

Please see “Management's Discussion and Analysis of Financial Condition and Results of Operations” for a description of additional risks affecting the Company.

Risk Relating to the Common Shares

Market for the Common Shares and volatility of Common Share price

There can be no assurance that an active trading market in the Common Shares will be established or sustained. The market price for the Common Shares could be subject to wide fluctuations. Factors such as government regulation, interest rates, share price movements of peer companies and competitors, announcements of quarterly variations in operating results, revenues and costs, and sentiments toward stocks as well as overall market movements, may have a significant adverse impact on the market price of the Common Shares. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of a particular company.

Speculative nature of investment risk and no history of dividends

An investment in the securities of LithiumBank carries a high degree of risk and should be considered as a speculative investment. LithiumBank has no history of earnings, limited cash reserves, a limited operating history, has not paid dividends, and is unlikely to pay dividends in the immediate or near future. Any decision to pay dividends on the Common Shares will be made by the LithiumBank Board on the basis of its earnings, financial requirements and other conditions

Additional funding and possibility of dilution

The operation of LithiumBank’s business will require substantial additional capital. When such additional capital is required, LithiumBank will need to pursue various financing transactions or arrangements, including debt financing, equity financing or other means. Additional financing may not be available when needed or, if available, the terms of such financing might not be favourable to LithiumBank and might involve substantial dilution to existing Shareholders. LithiumBank may not be successful in locating suitable financing transactions in the time period required or at all. A failure to raise capital when needed would have a material adverse effect on LithiumBank’s business, financial condition and results of operations. Any future issuance of securities to raise required capital will

likely be dilutive to existing Shareholders. In addition, debt and other debt financing may involve a pledge of assets and may be senior to interests of equity holders. LithiumBank may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets, LithiumBank’s status as a new enterprise with a limited history and/or the loss of key management personnel.

TSXV listing

In the future, the Company may fail to meet the continued listing requirements for the Common Shares to be listed on the TSXV. If the TSXV delists the Common Shares from trading on its exchange, the Company could face significant material adverse consequences, including: a limited availability of market quotations for the Common Shares; a determination the Common Shares are a “penny stock” which will subject brokers trading in the Common Shares to more stringent rules and therefore, possibly result in a reduced level of trading activity in the secondary market for the Common Shares; a limited amount of news and analysts coverage for the Company; and a decreased ability to issue additional securities or obtain additional financing in the future.

Volatility of Share Price

In recent years, the securities markets in the United States and Canada, and companies listed on the TSXV in particular, have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the Common Shares will be subject to market trends and conditions generally, notwithstanding any potential success of the Company in creating revenues, cash flows or earnings.

Risks Relating to the Business

Limited Operating History

The Company is subject to many risks common to enterprises with a limited operating history, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and absence of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations. All of the Company’s properties are in the exploration stage. There can be no assurance that the Company will be able to develop any of its projects profitably or that any of its activities will generate positive cash flow.

Financing Requirements

Additional exploration activities at the Sturgeon Lake Project or the Company's other properties will require substantial additional capital. When such additional capital is required, we will need to pursue various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. Additional financing may not be available when needed or, if available, the terms of such financing might not be favourable to us and might involve substantial dilution to existing shareholders. We may not be successful in locating suitable financing transactions in the time period required or at all, may not obtain the capital required by other means. A failure to raise capital when needed would have a material adverse effect on our business, financial condition and results of operations. Any future issuance of Common Shares to raise required capital will likely be dilutive to shareholders. In addition, debt financing may involve a pledge of assets and may be senior to interests of equity holders. We may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the mining industry in particular), our status as a new enterprise with a limited history, and the price of base metals on the commodities markets (which will impact the amount of asset-based financing available) and/or the loss of key management personnel. Failure to obtain sufficient financing will result in a delay or indefinite postponement of exploration of the Sturgeon Lake Project

Litigation

LithiumBank may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which LithiumBank becomes involved be determined against LithiumBank such a decision could adversely affect LithiumBank’s ability to continue operating and the market price for the Common Shares and could use significant resources. Even if LithiumBank is involved in litigation and wins, litigation can redirect significant company resources.

Negative Operating Cash Flow and Dependence on Third Party Financing

The Company has no source of operating cash flow and there can be no assurance that the Company will ever achieve profitability. Accordingly, the Company is dependent on third party financing to continue exploration activities on its properties, maintain capacity and satisfy contractual obligations. The amount and timing of expenditures will depend on a number of factors, including in material part the progress of ongoing exploration, the results of consultants’ analyses and recommendations, the entering into of any strategic partnerships and the acquisition of additional property interests. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company’s properties or require the Company to sell one or more of its properties.

Going concern risk

The Company has not yet determined whether its mineral resource properties contain mineral reserves that are economically recoverable. The continued operation of the Company is dependent upon the preservation of its interest in its properties, the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of such properties and upon future profitable production or proceeds from the disposition of such properties.

The Company’s financial statements are prepared on a going concern basis, which contemplates that the Company will be able to meets its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of business for at least twelve months. The Company has incurred ongoing losses and expects to incur further losses in the advancement of its business activities.

The Company continues to incur losses, has limited financial resources and has no current source of revenue or cash flow generated from operating activities. To address its financing requirements, the Company plans to seek financing through, but not limited to, debt financing, equity financing and strategic alliances. However, there is no assurance that such financing will be available. If adequate financing is not available or cannot be obtained on a timely basis, the Company may be required to delay, reduce the scope of or eliminate one or more of its exploration programs or relinquish some or all of its rights under the existing option agreements.

Reliance on Limited Number of Properties

The only material property interest of the Company is currently its interest in the Sturgeon Lake Project. As a result, unless the Company acquires additional property interests, any adverse developments affecting the Sturgeon Lake Project could have a material adverse effect upon the Company and would materially and adversely affect the potential mineral resource production, profitability, financial performance and results of operations of the Company.

Failure to Work Requirements for the Sturgeon Lake Project

The Alberta Metallic and Industrial Mineral Permits associated with the Sturgeon Lake Project grant LithiumBank the exclusive right to explore for metallic and industrial minerals for 7 consecutive 2-year terms (total of 14 years), subject to the submission of biannual assessment work to keep the permits in good standing. Work requirements for maintenance of permits in good standing are $5.00/ha for the 1st term, $10.00/ha for each of the 2nd and 3rd terms, and $15.00/ha for each the 4th, 5th, 6th, and 7th terms.

There is no assurance that the Company will be successful in obtaining the financing required to meet these work commitments in the future or that such financing will be available on terms acceptable to the Company. In the absence

of being granted an extension to the timeline, failure to satisfy the expenditures required to keep the permits associated with the Sturgeon Lake Project in good standing may result in forfeiture of the claims. If the Company loses or abandons its interest in the Sturgeon Lake Project, there is no assurance that it will be able to acquire another mineral property of merit or that such an acquisition would be approved by the TSXV. There is also no guarantee that the TSXV will approve the acquisition of any additional properties by the Company, whether by way of option or otherwise, should the Company wish to acquire any additional properties.

Failing to meet the work requirements on time would result in forfeiture of the claims in the absence of being granted an extension to the timeline

No Known Mineral Resources or Reserves

There are no known bodies of commercial minerals on the Sturgeon Lake Project. The exploration programs undertaken and proposed constitute an exploratory search for mineral resources and mineral reserves or programs to qualify identified mineralization as mineral reserves. There is no assurance that the Company will be successful in its search for mineral resources and mineral reserves.

Aboriginal Title and Consultation Issues

While there are no First Nations interests noted in the Sturgeon Lake Project area, approval from local First Nations communities may be required to carry out the proposed work programs on the Sturgeon Lake Project. There is no guarantee that the Company will be able to obtain approval from local First Nations.

First Nations’ rights may be claimed on Crown properties or other types of tenure with respect to which mining rights have been conferred. The Supreme Court of Canada's 2014 decision in Tsilhqot'in Nation v. British Columbia marked the first time in Canadian history that a court has declared First Nations’ title and rights to lands outside of reserve land, particularly a large area of land in Central British Columbia, including rights to decide how the land will be used, occupancy and economic benefits. The Sturgeon Lake Project may now or in the future be the subject of Aboriginal or indigenous land claims. The legal nature of Aboriginal land claims is a matter of considerable complexity. The impact of any such claim on the Company's ownership interest in the Sturgeon Lake Project cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of Aboriginal rights in the area in which the Sturgeon Lake Project is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company's activities. Even in the absence of such recognition, the Company may at some point be required to negotiate with and seek the approval of holders of Aboriginal interests in order to facilitate exploration and development work on the Sturgeon Lake Project, and there is no assurance that the Company will be able to establish a practical working relationship with any First Nations in the area which would allow it to ultimately develop the Sturgeon Lake Project.

Health and Safety Laws And Regulations.

LithiumBank’s operations are subject to various health and safety laws and regulations that impose various duties on the Company in respect of its operations, relating to, among other things, worker safety and the surrounding communities. These laws and regulations also grant the relevant authorities broad powers to, among other things, close unsafe operations and order corrective action relating to health and safety matters. The costs associated with the compliance with such health and safety laws and regulations may be substantial and any amendments to such laws and regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions on, or suspensions of, LithiumBank’s operations. LithiumBank expects to make significant expenditures to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near LithiumBank’s mineral properties, but there can be no guarantee that these expenditures will ensure LithiumBank’s compliance with applicable laws and regulations and any non-compliance may have a material and adverse effect on LithiumBank.

Community Relationships

Our relationship with the communities in which we operate is important to ensure the future success of our existing operations. While we believe our relationships with the communities in which we operate are strong, there is an

increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations ( “NGOs ”), some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices. Adverse publicity generated by such NGOs or others related to extractive industries generally, or its operations specifically, could have an adverse effect on our reputation or financial condition and may impact its relationship with the communities in which we operate. While we believe that we operate in a socially responsible manner, there is no guarantee that our efforts in this respect will mitigate this potential risk.

Exploration Risks

Exploration for mineral resources involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The risks and uncertainties inherent in exploration activities include but are not limited to: general economic, market and business conditions, the regulatory process and actions, failure to obtain necessary permits and approvals, technical issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events and management’s capacity to execute and implement its future plans. Discovery of mineral deposits is also dependent upon a number of factors, not the least of which are the technical skills of the exploration personnel involved and the capital required for the programs. The cost of conducting exploration programs may be substantial and the likelihood of success is difficult to assess. There is no assurance that the Company’s mineral exploration activities will result in any discoveries of any brine lithium. There is also no assurance that even if commercial quantities of brine lithium are discovered that it will be developed and brought into commercial production. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, most of which factors are beyond the control of the Company and may result in the Company not receiving adequate return on investment capital.

The ability to perform exploration work at the Sturgeon Lake Project is dependent on LithiumBank having continued access to existing oilfield infrastructure in which the Leduc Formation aquifer brine is pumped upward from depths of >2,340 m upward to the Earth’s surface for assay sampling, mineral processing test work, and for consideration of any future commercial Li-brine extraction facility.

The most likely venture is for LithiumBank to form an agreement with current oil and gas producers at the Sturgeon Lake Project to access the brine for exploration and metal extraction test work. LithiumBank is in the process of negotiating with oil and gas companies to access the Devonian brine via current hydrocarbon-pumping infrastructure. Future study updates will be required to incorporate the details of any such agreement along with all ongoing associated exploration work.

An added complexity is that the main petro-operator at the Sturgeon Lake oilfield has suspended their wells due to the current price of oil. This in no way, shape or form undermines the fact that the Leduc Formation aquifer brine does contain elevated quantities of lithium, but it certainly does hinder access to the brine. The fact the wells are suspended does not mean the oilfield will never go into production again. The petro-operator could choose to wait for improved technology, infrastructure, or commodity pricing before continuing production.

Alternatively, LithiumBank can either drill their own deep well or acquire an existing oil or gas well along with its associated infrastructure and oil/gas rights. Another idea may be to work with the Government of Alberta’s orphan well program, in which abandoned Devonian petroleum system wells that are no longer able to produce economic quantities of petroleum, be re-fitted for continued produced water/brine extraction toward renewable energy development; this analogy is currently being considered for geothermal energy (e.g., Medhi and Das, 2018). Either way, LithiumBank will need to secure access to a continuous source of brine at the Sturgeon Lake Project.

In addition, there is no guarantee that a company can successfully extract lithium from Alberta’s Devonian petroleum system in a commercial capacity. The extraction technology is still at the developmental stage.

Finally, there is a risk that the scalability of any initial mineral processing bench-scale and/or demonstration pilot test work may not translate to a full-scale commercial operation. In addition, there is no guarantee that a company can successfully extract lithium from Alberta’s Devonian petroleum system in a commercial capacity. The extraction technology is still at the developmental stage. Finally, there is a risk that the scalability of any initial mineral processing bench-scale and/or demonstration pilot test work may not translate to a full-scale commercial operation.

eliminate. Few exploration and evaluation assets which are explored are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all mining operations, there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in the definition of a mineral resource. The Company’s operations will be subject to all of the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Company. The long-term commercial success of the Company depends on its ability to explore, develop and commercially produce minerals from its exploration and evaluation assets and to locate and acquire additional properties worthy of exploration and development for minerals.

Land Reclamation Requirements

Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.

Reclamation may include requirements to:

control dispersion of potentially deleterious effluents;
treat ground and surface water to preestablished standards; and
reasonably re-establish pre-disturbance land forms and vegetation.

In order to carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. We plan to set up a provision for our reclamation obligations on our properties, as appropriate, but this provision may not be adequate. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.

Climate Change

Climate change could have an adverse impact on LithiumBank’s operations. The potential physical impacts of climate change on the operations of LithiumBank are highly uncertain, and would be particular to the geographic circumstances in areas in which it operates. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These changes in climate could have an impact on the cost of exploration on LithiumBank’s mines and adversely affect the financial performance of its operations.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on the business of LithiumBank. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate and its potential impacts. Legislation and increased regulation regarding climate change could impose significant costs on LithiumBank, its venture partners and its suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted climate change regulations could also negatively impact LithiumBank’s ability to compete with companies situated in areas not subject to such regulations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, LithiumBank cannot predict how legislation and regulation will affect its financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased

awareness and any adverse publicity in the global marketplace about potential impacts on climate change by LithiumBank or other companies in the natural resources industry could harm the reputation of LithiumBank.

A shortage of equipment and supplies could adversely affect our ability to operate our business.

We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit, or increase the cost of, production.

Reliance upon Key Management and Other Personnel

The Company relies on the specialized skills of management and consultants in the areas of mineral exploration, geology and business negotiations and management. The loss of any of these individuals could have an adverse effect on the Company. The Company does not currently maintain key-man life insurance on any of its key employees. As the Company’s business activity grows, it will require additional key financial, administrative and qualified technical personnel. Although the Company believes that it will be successful in attracting, retaining and training qualified personnel, there can be no assurance of such success. If it is not successful in attracting, retaining and training qualified personnel, the efficiency of the Company’s business could be affected, which could have an adverse impact on its future cash flows, earnings, results of operation and financial condition.

Title to Properties

The Company has diligently investigated all title matters concerning the ownership of all mineral claims and plans to do so for all new claims and rights to be acquired. While to the best of its knowledge, title to the Company’s mineral properties are in good standing, this should not be construed as a guarantee of title. The Company’s mineral properties may be affected by undetected defects in title, such as the reduction in size of the mineral titles and other third party claims affecting the Company’s interests. Maintenance of such interests is subject to ongoing compliance with the terms governing such mineral titles. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify. A successful claim that the Company does not have title to any of its mineral properties could cause the Company to lose any rights to explore, develop and mine any minerals on the Sturgeon Lake Project, without compensation for its prior expenditures relating to such property.

Alberta properties are subject to claims maintenance obligations which include exploration expenditures which are described in the Technical Report.

Impact of COVID-19

The Company’s business, operations and financial condition could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID‐19. On January 30, 2020, the World Health Organization declared the outbreak of a global health emergency and on March 13, 2020 the U.S. declared that the COVID‐19 outbreak in the United States constitutes a national emergency. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in Canada, the United States, Europe and China. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. The Company is actively assessing and responding where possible to the potential impact of the COVID‐19 pandemic. The Company may face disruption to restrictions on operations, delays and uncertainties for planned exploration work, travel restrictions, impact on personnel and impact on the economic activity in affected countries or regions can be expected and can be difficult to quantify. Such pandemics or diseases represent a serious threat to maintaining a skilled workforce industry and could be a major health care challenge for the Company. There can be no assurance that the Company’s personnel will not be impacted by this pandemic and ultimately that the Company would see its workforce productivity reduced or incur increased medical costs/insurance premiums as a result of these health risks. In addition, the COVID-19 pandemic has created a dramatic slowdown in the global economy. Depending on the length and severity of the pandemic, COVID-19 could impact the Company’s operations, could cause delays relating to planned exploration work and could impair the Company’s ability to raise funds depending on COVID-19’s effect on capital

markets. The duration of the COVID-19 pandemic outbreak and the resultant travel restrictions, social distancing, government response actions, business closures and business disruptions, can all have an impact on the Company’s operations and access to capital. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about by the COVID-19 pandemic on global financial markets, share prices and financial liquidity and thereby that may severely limit the financing capital available. Finally, the duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

Uninsurable Risks

Exploration, development and production of mineral properties are subject to certain risks, and in particular, unexpected or unusually geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to insure fully against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or for other reasons. Should such liabilities arise, they could have an adverse impact on the Company’s operations and could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Conflicts of Interest

Directors of the Company are or may become directors of other reporting issuers or companies or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. The Company and its directors will attempt to minimize such conflicts.

Permits and Licenses

The Company’s operations will require licences and permits from various governmental and non-governmental authorities. The Company has obtained, or will obtain, all necessary licences and permits required to carry on with activities which it is currently conducting or which it proposes to conduct under applicable laws and regulations. However, such licences and permits are subject to changes in regulations and in various operating circumstances. There can be no assurance that the Company will be able to obtain all necessary licences and permits required to carry out planned exploration, development and mining operations at the Sturgeon Lake Project.

Environmental and Other Regulatory Requirements

Environmental and other regulatory requirements affect the current and future operations of the Company, including exploration and development activities, require permits from various federal and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. Companies engaged in the development and operation of mines and related facilities often experience increased costs, along with delays in production and other schedules, as a result of the need to comply with applicable laws, regulations and permits.

Additional permits and studies, which may include environmental impact studies conducted before permits can be obtained, may be necessary prior to operation of the Sturgeon Lake Project. There can be no assurance that the Company will be able to obtain or maintain all necessary permits that may be required to commence construction, development or operation of mining facilities at the Sturgeon Lake Project on terms which enable operations to be conducted at economically justifiable costs.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the

mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reductions in levels of production at future producing properties or require abandonment or delays in development of new mining properties.

Competition

The mineral exploration business is a competitive business. The Company competes with numerous other companies and individuals who may have greater financial resources in the search for and the acquisition of personnel, funding and attractive mineral properties. As a result of this competition, the Company may be unable to obtain additional capital or other types of financing on acceptable terms or at all, acquire properties of interest or retain qualified personnel.

Financial and Accounting Risks

Liquidity and future financing risk

LithiumBank will likely operate at a loss until its business becomes established and it may require additional financing in order to fund future operations and expansion plans. LithiumBank’s ability to secure any required financing to sustain operations and expansion plans will depend in part upon prevailing capital market conditions and business success. There can be no assurance that LithiumBank will be successful in its efforts to secure any additional financing or additional financing on terms satisfactory to management. Moreover, future activities may require LithiumBank to alter its capitalization significantly and, if additional financing is raised by issuance of additional Common Shares from treasury, control may change and Shareholders may suffer dilution. The inability of LithiumBank to access sufficient capital for its operations could have a material adverse effect on LithiumBank’s financial condition and results of operations.

LithiumBank’s financial condition would be adversely impacted if its intangible assets become impaired

Intangibles are evaluated quarterly and are tested for impairment at least annually or when events or changes in circumstances indicate the carrying value of each segment, and collectively LithiumBank taken as a whole, might exceed its fair value. If LithiumBank determines that the value of its intangible assets is less than the amounts reflected on its balance sheet, it will be required to reflect an impairment of its intangible assets in the period in which such determination is made. An impairment of its intangible assets would result in it recognizing an expense in the amount of the impairment in the relevant period, which would also result in the reduction of its intangible assets and a corresponding reduction in its stockholders’ equity in the relevant period.

Tax risk

LithiumBank is subject to various taxes including, but not limited to the following Canadian taxes: income tax; goods and services tax; sales tax; land transfer tax; payroll tax; and, as applicable, equivalent taxes imposed by the taxing authorities in the United States. LithiumBank’s tax filings will be subject to audit by various taxation authorities. While LithiumBank intends to base its tax filings and compliance on the advice of its tax advisors, there can be no assurance that its tax filing positions will never be challenged by a relevant taxation authority resulting in a greater than anticipated tax liability.

PROMOTERS

The promoters of the Corporation are set out in the table below. See " Directors, Executive Officers and Promoters ", " Prior Sales ", and " Executive Compensation " for further information on the promoters.


Name	Position with Corporation	Number of Common Shares Owned(1)	Percentage of Common Shares(2)
Robert Shewchuk	CEO & Director	1,850,000	5.7%

Notes:

(1) Includes Common Shares owned both of record and beneficially.

(2) Based on 35,596,250 Common Shares issued and outstanding as of the date hereof.

(3) Based on 45,100,140 Common Shares issued and outstanding as of the date hereof.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

To the Company’s knowledge, there are no legal proceedings or regulatory actions material to the Company to which it is a party, or has been a party to, or of which any of its property is the subject matter of, or was the subject matter of, and no such proceedings or actions are known by the Company to be contemplated.

There have been no penalties or sanctions imposed against the Company by a court or regulatory authority, and the Company has not entered into any settlement agreements before any court relating to provincial or territorial securities legislation or with any securities regulatory authority, since its incorporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than a disclosed below, no director, executive officer or Shareholder that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the issued Common Shares, or any of their respective associates or affiliates, has any material interest, direct or indirect, in any transaction within the three years before the date of this Prospectus which has materially affected or is reasonably expected to materially affect the Company or any subsidiary of the Company.

Robert Shewchuk, the Chief Executive Officer and a director of the Company controls 2271603 Alberta Ltd., the Royalty Holder under the Royalty Agreement. See " Description of the Business – Business of the Company – Material Agreements " for more information.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The Company’s auditors are Davidson & Company LLP located at 1200 – 609 Granville Street, Vancouver, BC, Canada V7Y 1G6.

The registrar and transfer agent for the Common Shares is Odyssey Trust Company at its principal office in Vancouver, British Columbia.

MATERIAL CONTRACTS

Except for material contracts entered into in the ordinary course of business, set out below are material contracts to which the Company or any of its subsidiaries are a party entered into prior to or since the date of incorporation of the Company and which still remain in effect and material to the Company. Copies of such material contracts will be filed with the Canadian securities regulatory authorities and will be available for review under the Company’s profile on SEDAR at www.sedar.com.

the Escrow Agreement. See " Escrowed Securities and Securities Subject to Contractual Restriction on Transfer "; and
the Royalty Agreement. See " Description of the Business – Business of the Company – Material Agreements. "

EXPERTS

To the best of the Company’s knowledge, after reasonable inquiry, as of the date hereof, none of the following persons or partnerships (nor their partners and associates) beneficially own, directly or indirectly, in the aggregate, less than 1% of the outstanding securities of the Company:

Auditors. Davidson & Company LLP, the auditor of the annual financial statements of LithiumBank included in this Prospectus, has advised the Company that it is independent of the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.
Technical Report Author. A multi-disciplinary team of authors prepared this report and include Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., Mr. Jim Touw, B.Sc., P. Geol. of Hydrogeological Consultants Ltd., and Mr. Chuck Edwards M.Sc., P. Eng. of Chuck Edwards Extractive Metallurgy Consulting. The authors are independent of LithiumBank Resources Corp. and Amseco Exploration Ltd., the Sturgeon Lake Project, and are “Qualified Persons” as defined in NI 43-101.

RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal advisor.

However, in light of the fact that this Prospectus is being filed to allow the Company to become a reporting issuer in British Columbia, Alberta, Ontario and Manitoba and not in connection with an offering of securities, the Company believes that the remedies described in the foregoing paragraph are not applicable to the transactions described in this Prospectus.

OTHER MATERIAL FACTS

To management’s knowledge, there are no other material facts relating to the Transaction that are not otherwise disclosed in this Prospectus or are necessary for the Prospectus to contain full, true and plain disclosure of all material facts relating to the Company.

SCHEDULE “A”

The Audited Annual Consolidated Financial Statements of the Company For the Years Ended June 30, 2020 and 2021

(See attached)

A-1

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2021 AND JUNE 30, 2020 (Expressed in Canadian dollars)

AUDITORS REPORT

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Consolidated Statements of Financial Position as at June 30, 2021 and 2020 ( Expressed in Canadian dollars )

		June 30,	June 30,
	Note	2021	2020
		$	$
ASSETS
Current
Cash		170,192	-
Prepaid expenses		5,000	-
Deferred transaction costs		14,042
		189,234	-
Total assets		189,234	-
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Current
Accrued liabilities	8	19,388	-
Total liabilities		19,388	-
SHAREHOLDERS’ EQUITY
Share capital	4	176,489	-
Contributed surplus	4	1,098	-
Deficit		(7,741)	-
Totalshareholders’equity		169,846	-
Total liabilities and shareholders’ equity		189,234	-

NATURE OF OPERATIONS AND GOING CONCERN (Note 1) SUBSEQUENT EVENTS (Note 9)

The accompanying notes are an integral part of these consolidated financial statements.

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Consolidated Statements of Loss and Comprehensive Loss ( Expressed in Canadian dollars )

		Year Ended	Year Ended
		June 30,	June 30,
		2021	2020
		$	$
Expenses
Office and general		111	-
Professional fees		6,532
Share-based payments	4	1,098	-
		7,741	-
Loss and comprehensive loss		(7,741)	-
Basic and diluted lossper common share		(0.02)	-
Weighted average number of common shares
outstanding– basic and diluted		389,590	1

The accompanying notes are an integral part of these consolidated financial statements

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Consolidated Statements Of Changes in Shareholders’ Equity (Expressed in Canadian dollars)

			Contributed
	Common Shares		Surplus	Deficit	Total
	Number	$	$	$	$
Balance, June 30, 2019	1	-	-	-	-
Loss for the year	-	-	-	-	-
Balance, June 30, 2020	1	-	-	-	-
Shares issued for cash pursuant to financing	3,819,999	191,000	-	-	191,000
Share issuance costs	-	(14,511)	-	-	(14,511)
Share-based payments	-	-	1,098	-	1,098
Loss for the year	-	-	-	(7,741)	(7,741)
Balance,June 30,2021	3,820,000	176,489	1,098	(7,741)	169,846

The accompanying notes are an integral part of these consolidated financial statements.

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Consolidated Statements of Cash Flows (Expressed in Canadian dollars)

	Year Ended	Year Ended
	June 30,	June 30,
	2021	2020
	$	$
OPERATING ACTIVITIES
Loss	(7,741)	-
Add items not affecting cash:
Share-based payments	1,098	-
	(6,643)	-
Changes in non-cash working capital items:
Prepaid expenses	(5,000)	-
Accounts payable and accrued liabilities	5,346	-
Cashusedinoperating activities	(6,297)	-
FINANCING ACTIVITIES
Issuance of common shares, net of issuance costs	176,489	-
Cashprovided byfinancing activities	176,489	-
Increase in cash	170,192	-
Cash beginning	-	-
Cash ending	170,192	-
Cash paid for:
	$	$
Taxes	-	-
Interest	-	-
Non-cash investing and financing activities:
	$	$
Deferred transaction costs included in accrued	14,042	-
liabilities

The accompanying notes are an integral part of these consolidated financial statements

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

LITHIUMBANK RESOURCES CORP., formerly Richmond Street Capital Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on May 31, 2019. The Company’s registered and records office is located at 10[th] floor, 595 Howe St., Vancouver, British Columbia, Canada, V6C 2T5.

The Company’s principal business activities include the acquisition and exploration of mineral property assets. On June 30, 2021, the Company entered into an Agreement (the “Agreement”) with LithiumBank Holding Inc., formerly LithiumBank Resources Corp., (“Lithiumbank”) where the Company will acquire 100% of the issued and outstanding securities of Lithiumbank, in exchange for securities of the Company (the “Acquisition”). As soon as reasonably practicable after the closing of the Acquisition, the Company will pursue the listing of its shares on a recognized Canadian stock exchange by way of a transaction or series of transactions pursuant to which the Company’s shares (or the shares of the resulting issuer) are listed on a recognized Canadian stock exchange (a "Go-Public Transaction"). The Acquisition was completed on July 13, 2021 (Note 9).

These consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will be able to meet its obligations and continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Realization values may be substantially different from the carrying values as shown, and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern.

The global impact of COVID-19 has resulted in a great deal of volatility and uncertainty in the financial markets, global economy and related supply chains. The financial markets have recovered from their lows but the negative impact from COVID-19 on the Company cannot be estimated at this time.

The Company has incurred losses and negative operating cash flows since its inception. As of June 30, 2021, the Company has accumulated a deficit of $7,741 (2020 - $nil). The Company will require further financing to meet its financial obligations and sustain its operations in the normal course of the business. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to meet its long-term business strategy depends on its ability to obtain additional debt, or equity financing. The Company may not be able to raise additional financing on terms agreeable to the company, or at all.

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION

[a] Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”).

[b] Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis, except for financial assets and financial liabilities recorded at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flows.

[c] Critical accounting judgements, estimates and assumptions

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates, which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Use of Judgements

Management is required to determine whether the going concern assumption is appropriate for the Company at the end of each reporting period. Considerations taken into account include available information about the future, including the availability of financing, as well as the current working capital balance and future commitments of the Company. Management’s assessment on the going concern assumption is disclosed in Note 1.

10 -

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION (CONTINUED)

[c] Critical accounting judgements, estimates and assumptions (continued)

Estimation of uncertainty

The following are key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the current and next fiscal financial years:

i. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the date of the statement of financial position could be impacted.

Additionally, future changes in tax laws in the jurisdictions in which the Company operates could limit the ability of the Company to obtain tax deductions in future periods. The Company has not recorded any deferred tax assets.

ii. The Company uses the fair value method to account for all share-based awards granted, modified or settled, and the Black-Scholes option pricing model to determine the fair value of stock options granted. Significant inputs into the BlackScholes model include estimated annualized volatility, risk-free interest rate, and the expected life.

3. SIGNIFICANT ACCOUNTING POLICIES

[a] Consolidation

These consolidated financial statements include the accounts of the Company’s wholly owned subsidiary, 1311003 B.C. Ltd, incorporated under the Business Corporations Act (BC) on June 17, 2021 which is currently inactive.

Subsidiaries are corporations in which the Company is able to control the financial operating, investing and financing activities and policies, which is the authority usually connected with holding majority voting rights. The consolidated financial statements include the accounts of the Company and its controlled entity from the date on which control was acquired.

All significant intercompany transactions, balances, and unrealized gains and losses from intercompany transactions are eliminated on consolidation.

11 -

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[a] Equity and share capital

Share capital represents the value of shares that have been issued. Transaction costs directly attributable to the issuance of common shares are recognized as a deduction from equity, net of any tax effects. The Company may issue units consisting of common shares and common share purchase warrants. Proceeds received for issuance of units consisting of common shares and warrants are recorded based on the residual value method where common shares are valued first and any excess over fair value is allocated to the warrant.

[b] Foreign currency translation

The functional currency of the Company and each of its subsidiaries is the currency of the primary economic environment in which they operate. The consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the Company and its subsidiary. Transactions in other than an entity’s functional currency are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period the monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange on the statement of financial position date while non-monetary assets and liabilities are translated at historical rates. Expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in profit or loss.

[c] Loss per share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. The dilutive effect on earnings (loss) per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. Diluted loss per share excludes all dilutive potential common shares if their effect is antidilutive.

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
[d] Financial Instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition.

12 -

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
[e] Financial Instruments (continued)

The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held-for-trading are classified as FVTPL.

For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held-for-trading or derivatives) or if the Company has opted to measure them at FVTPL.

Measurement

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL:

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss.

Financial assets at FVTOCI

Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve-month expected credit losses. The Company shall recognize in the consolidated statements of loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

13 -

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[f] Financial Instruments (continued)

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss.

Financial liabilities

Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities subsequently measured at amortized cost. All interest-related charges are reported in profit or loss within interest expense, if applicable.

[e] Share-based payments

Share-based compensation to employees and others providing similar services are measured at the estimated fair value of the instruments issued on the grant date and expensed over the vesting periods. Share-based compensation to non-employees is measured at the fair value of the goods or services received or the fair value of the equity instruments issued if the fair value of the goods or services cannot be reliably measured and is recorded at the date the goods or services are received. The fair value of the options granted is measured using the Black-Scholes option-pricing model taking into account the terms and conditions upon which the options were granted. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest.

Proceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option or warrant enabled the holder to purchase a share in the Company. Any previously recorded share-based payment included in the contributed surplus account is transferred to share capital on exercise of options.

14 -

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[f] Income Taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Deferred income tax is recognized using the liability method on temporary differences arising between the tax and accounting bases of assets and liabilities as well as for the benefit of losses available to be carried forward to future years. Deferred income tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction does not affect either accounting nor taxable profit or loss. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. Deferred income tax is determined using tax rates that have been enacted or substantively enacted by the statement of financial position date. Deferred income tax assets are recognized only to the extent that it is probable that future profit will be available against which assets can be utilized.

[g] Loss per common share

Basic loss per common share is computed using the weighted average number of common shares outstanding during the period. Diluted loss per common share is equivalent to basic loss per common share, as the effects of outstanding warrants and options are anti-dilutive for all periods presented.

[h] Accounting standards issued but not yet applied

New standards, interpretations, amendments and improvements to existing standards with future effective dates are either not applicable or not expected to have a significant impact on the Company’s financial statements.

5. SHARE CAPITAL

Common shares

The authorized share capital of the Company as at June 30, 2021 and 2020 consists of an unlimited number of common shares without par value.

During the year ended June 30, 2021, 3,819,999 shares were issued at a price of $0.05 for aggregate proceeds of $191,000. The Company recognized $14,511 as share issuance costs related to the issuance of common shares.

There were no shares issued during the year ended June 30, 2020.

15 -

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

4. SHARE CAPITAL (CONTINUED)

Stock options

The Company has an incentive stock option plan (the “Plan”) in place under which it is authorized to grant options to directors and employees to acquire up to 10% of the Company’s issued and outstanding common shares. In addition, the aggregate number of shares reserved for issuance to any one person shall not exceed 5% of the issued and outstanding shares (2% if the participant is a consultant). Under the Plan, the exercise price of each option may not be less than the market price of the Company’s share capital as calculated on the date of grant less the applicable discount. The options can be granted for a maximum term of 10 years and vesting periods are determined by the Board of Directors.

During the year ended June 30, 2021, the Company recorded share-based payments of $1,098 (2020 - $nil) related to stock options vested in the year. The fair value of 300,000 stock options granted during the year ended June 30, 2021 is estimated using the BlackScholes option pricing model with the following weighted average assumptions:

	Year	Year
	Ended	Ended
	June 30,	June 30,
	2021	2020
Risk-free interest rate	0.32%	-
Estimated annualized volatility	95.51%	-
Expected life	0.5 years	-
Expected dividend yield	0%	-
Exercise price	$0.10	-
Fair valueper option	$0.004	-

Stock option transactions and the number of stock options outstanding are summarized below:

		Weighted
		Average
		Exercise Price
	Number	$
Balance, June 30, 2020 and 2019	-	-
Granted	300,000	0.05
Balance,June 30,2021	300,000	0.05

As at June 30, 2021 the number of exercisable options is 300,000 with the expiry date being the earlier of June 2, 2023 or the date that the common shares of the Company are listed on any stock exchange or quotation system in Canada.

16 -

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

5. CAPITAL DISCLOSURE

The Company’s objectives when managing capital are to ensure its ability to continue as a going concern in order to pursue its operational activities. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business.

The Company is largely dependent upon external financings to fund activities. In order to carry out planned acquisition and development and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financing resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes to the Company’s approach to capital management during the year ended June 30, 2021. The Company is not subject to externally imposed capital restrictions.

6. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair value

The fair value of the Company’s financial instruments is approximated by their carrying value due to their short-term nature. IFRS 13 establishes a fair value hierarchy for financial instruments measured at fair value that reflects the significance of inputs used in making fair value measurements as follows:

Level 1 - quoted prices in active markets for identical assets or liabilities.

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liabilities, either directly (i.e. as prices) or indirectly (i.e. from derived prices); and

Level 3 - inputs for the asset or liability that are not based upon observable market data.

The fair value of cash is based on Level 1 inputs. The carrying amount of accrued liabilities approximate their fair values due to the relatively short period to maturity for those financial instruments.

Fair value

The Company’s financial instruments are exposed to certain financial risks, which include foreign currency risk, interest rate risk, credit risk, liquidity risk and other price risk. The Company’s risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. The Company’s exposure to these risks and its methods of managing the risks remain consistent.

17 -

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

6. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

[a] Credit risk

The credit risk associated with cash is minimized by ensuring that substantially all dollar amounts are held with a major financial institution with strong investment-grade ratings by a primary ratings agency.

[b] Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon equity issuances as its sole source of cash. The Company manages liquidity risk by trying to maintain an adequate level of cash to meet its ongoing obligations. The Company normally maintains sufficient cash to meet the Company’s business requirements. As at June 30, 2021, the Company had a cash balance of $170,192 which in management estimates is sufficient to meet its current obligations.

[c] Market risk

a. Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in the market interest rates. The Company is not exposed to interest rate risk on its cash held at June 30, 2021.

b. Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is not exposed to any currency risk and it does not have hold any foreign currency denominated financial instruments as of June 30, 2021.

c. Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

18 -

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

7. INCOME TAX

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	Year Ended	Year Ended	Year Ended
	June 30, 2021	June 30,	2020
	$	$
Loss for the year	(7,741)
Expected income tax (recovery)	(2,000)		-
Share issuance costs	(4,000)		-
Under (over) provided in prior year	-		-
Change in unrecognized deductible temporary differences	6,000		-

Total income tax expense(recovery)	-		-

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:

	2021	2020		Expiry date
	$	$
Non-capital losses	10,000		-	2041
Share issuance costs	12,000		-	2042-2046
Total income tax expense(recovery)	-		-

Tax attributes are subject to review, and potential adjustment, by tax authorities.

19 -

Lithiumbank Resources Corp. (formerly Richmond Street Capital Corp.) Notes to the Consolidated Financial Statements For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

8. Related party transactions

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. Key management consists of the Company’s director.

Unless otherwise noted, related party transactions were incurred in the normal course of operations and are measured at the exchange amount, being the amount established and agreed upon by the related parties.

For the year ended June 30, 2021 there was $nil key management compensation (June 30, 2020 - $nil)

As of June 30, 2021, $1,375 (June 30, 2020 - $nil) included in accrued liabilities were due to the director of the Company.

Amounts due to related parties are unsecured, non-interest bearing and have no fixed term of repayment.

9. SUBSEQUENT EVENTS

On July 13, 2021 the Company completed the Acquisition as described in Note 1. Pursuant to the Acquisition, the Company issued 28,776,250 common shares to former shareholders of LithiumBank. Concurrently on closing of the Acquisition, LithiumBank amalgamated with 1311003 B.C. Ltd and become a wholly owned subsidiary of the Company.

The Acquisition will result in the shareholders of LithiumBank obtaining control of the combined entity by obtaining control of the voting rights, governance, and management decision making processes, and the resulting power to govern the financial and operating policies of the combined entity. As such, the Acquisition constitutes a reverse takeover of the Company by LithiumBank Holdings Inc. and will be accounted for as a reverse acquisition transaction in accordance with the guidance provided in IFRS 2, Share-based Payments and IFRS 3, Business Combinations.

On September 27, 2021, the Company completed a private placement for gross proceeds of $4,521,350, consisting of 3,014,233 special warrants at $1.50 per special warrants. Each special warrant consists of one common share and one-half of one common share purchase warrant, with each whole warrant being exercisable at $2.00 per share for a period of 36 months. In connection with the private placement, the Company paid $361,708 and issued 241,138 warrants as finders’ fees. The warrants issued as finders’ fees have the same terms as the warrants issued under the private placement.

20 -

SCHEDULE “B”

The Management Discussion and Analysis of the Company for the years ended June 30, 2020 and 2021

(See attached)

B-1

==> picture [612 x 41] intentionally omitted <==

LITHIUMBANK RESOURCES CORP.

(formerly Richmond Street Capital Corp.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the years ended June 30, 2021 and 2020 As of November 29, 2021

This management discussion and analysis (“MD&A”) of Lithiumbank Resources Corp. (formerly, Richmond Street Capital Corp.) (the “Company”) is for years ended June 30, 2021 and 2020 and is performed by management using information available as of August 11, 2021. We have prepared this MD&A with reference to National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators. This MD&A should be read in conjunction with the condensed audited financial statements of the Company for the years ended June 30, 2021 and 2020 and the notes thereto, prepared in accordance with international financial reporting standards (“IFRS”) as issued by the international accounting standards board (“IASB”)

This MD&A contains forward-looking statements made as of the date of this MD&A. Statements regarding the adequacy of cash resources to carry out the Company’s exploration programs or the need for future financing are forward-looking statements. All forward-looking statements, including those not specifically identified herein, are made subject to cautionary language on page 7. Readers are advised to refer to the cautionary language when reading any forward-looking statements. The Company disclaims any obligation to update any forward-looking statements, except as required by law, whether as a result of new information, future events or results or otherwise.

All dollar amounts referred to in this discussion and analysis are expressed in Canadian dollars except where indicated otherwise.

BUSINESS OVERVIEW

Richmond Street Capital Corp. is a Canadian-based resource company incorporated under the Business Corporations Act of British Columbia on May 31, 2019.

OVERALL PERFORMANCE

The Company had a net loss of $7,741 for the year ended June 30, 2021. This represent a 100% increase compared to the same period last year where net loss was $nil. The Company has funded its operations with proceeds from equity financing.

The key highlights from 2021 are as follows:

During the year ended June 30, 2021 the Company issued 3,819,999 common shares at a price of $0.05 per share for aggregate proceeds of $191,000.
On June 2, 2021 the Company granted to Mr. Paul Matysek the option to purchase 300,000 common shares of the Company for the price of $0.10 per share exercisable immediately commencing on the grant and terminating on the earlier of (i) June 2, 2023; and (ii) the date that the common shares of the Company are listed on any stock exchange or quotation system in Canada. (the "Expiry Date").
On June 30, 2021, the Company entered into an amalgamation agreement with Lithiumbank Corp., a corporation existing under the Business Corporations Act (British Columbia) ("LiB") and

LITHIUMBANK RESOURCES CORP., (Formerly Richmond Street Capital Corp.) Management Discussion & Analysis August 11, 2021

1311003 B.C. Ltd., a corporation existing under the Business Corporations Act (British Columbia) ("Subco"). Per the agreement, Subco is a newly incorporated, wholly owned subsidiary of the Company. And, it is intended that the LiB and Subco will amalgamate under the provisions of the BCBCA (the "Amalgamation") and the terms and conditions of this Agreement to form one corporation, which will continue under the name LithiumBank Holdings Inc. ("Amalco"); and, Upon the closing date, among other things, 28,776,250 common shares of LiB will be exchanged for common shares of the Company in accordance with the provisions of the Agreement.

On July 13, 2021 the Company became the parent of Lithiumbank Holdings Inc., formerly Lithiumbank Resources Corp. All the shareholders who owned shares in LiB immediately before the amalgamation were issued one share of the Company in exchange for every one share of LiB held by such holder. Former shareholders of LiB obtain control over the Company.
On July 29, 2021, Russell Henderson ceased to be a director and the Company appointed the following as directors:
Robert Shewchuk
Gianni Kovacevic
Steven Piepgrass
Chris Murray

SELECTED FINANCIAL INFORMATION

The following table sets forth selected financial information for the fiscal years ended June 30, 2021 (“Fiscal 2021”), June 30, 2020 (“Fiscal 2020”), and June 30, 2019 (“Fiscal 2019”). The selected financial information set out below has been derived from the audited annual financial statements and accompanying notes, in each case prepared in accordance with IFRS. The selected financial information set out below may not be indicative of the Company’s future performance. The following discussion should be read in conjunction with the audited financial statements.

	Fiscal 2021	Fiscal 2020	Fiscal 2019
Total revenue	-	-	-
Net Loss	$ 7,741	-	-
Basic and diluted loss per common share(1)	0.02	-	-
Total assets	189,234	-	-
Total non-current financial liabilities	-	-	-
Shareholders’ Equity	169,846	-	-
Dividends	-	-	-

(1) Per Share amounts are calculated using the weighted average number of shares outstanding.

DISCUSSION OF OPERATIONS

The company recorded a net loss of $7,741 or $0.02 per share in Fiscal 2021 compared to a net loss of $nil in 2020. The increase in loss was a result of increase in professional fees mainly related to the threecornered amalgamation agreement and share based payments.

The Company did not earn any revenue since inception. The Company expects expenses to increase in future as operations normalize.

LITHIUMBANK RESOURCES CORP., (Formerly Richmond Street Capital Corp.) Management Discussion & Analysis August 11, 2021

QUARTERLY FINANCIAL INFORMATION

The following table summarizes selected unaudited consolidated financial data for each of the last eight fiscal quarters:

							Basic and diluted loss
				Total assets	Revenue	Net loss	per common share
			For the quarter ended	$	$	$	$
Q4	-	2021	June 30, 2021	189,234	-	(7,741)	(0.02)
Q3	-	2021	March 31, 2021	-	-	-	-
Q2	-	2021	December 31, 2020	-	-	-	-
Q1	-	2021	September 30, 2020	-	-	-	-
Q4	-	2020	June 30, 2020	-	-	-	-
Q3	-	2020	March 31, 2020	-	-	-	-
Q2	-	2020	December 31, 2019	-	-	-	-
Q1	-	2020	September 30, 2019	-	-	-	-

As the Company does not yet generate revenue from its operations, the Company’s financial results are primarily impacted by the timing and nature of operational activities undertaken and the award of sharebased compensation.

LIQUIDITY AND CAPITAL RESOURCES

	Fiscal 2020 Fiscal 2020	Fiscal 2020 Fiscal 2020	Change
Cash used in operating activities	$ (6,297)	-	$ (6,297)
Cashprovided byfinancingactivities	176,489	-	176,489
Net (decrease) increase in cash and cash equivalents	$ 170,192	-	$ 170,192

Cash used in operating activities is comprised of net loss, add-back of non-cash expenses, and net change in non-cash working capital items. Cash used in operating activities increased to $6,297 in Fiscal 2021 from $nil in Fiscal 2020.

During the three months ended June 30, 2021 the Company closed a public offering and issued 3,819,999 common shares at a price of $0.05 per share for aggregate proceeds of $191,000.

The Company has no operations that generate cash flow. The Company’s future financial success will depend on its ability to raise capital and/or on the productivity of its operational activities.

OUTSTANDING SHARE CAPITAL

The authorized share capital of the Company consists of an unlimited number of common shares without par value.

As at	The date of this MD&A June 30, 2021
Common shares issued and outstanding	3,819,999 3,819,999 300,000 300,000
Stockoptions outstanding

Share capital transactions during the year ended June 30, 2021 were as follows:

LITHIUMBANK RESOURCES CORP., (Formerly Richmond Street Capital Corp.) Management Discussion & Analysis August 11, 2021

i. During the year ended June 30, 2021, 3,819,999 shares were issued at a price of $0.05 for aggregate proceeds of $191,000. The Company recognized $13,886 as share issuance costs related to the issuance of common shares.
ii. During the year ended June 30, 2021, the Company granted 300,000 stock options at an exercise price of $0.10 per share. The option expires on the earlier of (i) June 2, 2023; and (ii) the date that the common shares of the Company are listed on any stock exchange or quotation system in Canada. (the "Expiry Date").

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its results of operations, financial condition, expenses, liquidity, capital expenditures or capital resources that is material to investors.

TRANSACTIONS WITH RELATED PARTIES

As of June 30, 2021, the Company has included in its account payable and accrued liabilities $1,375 (September 30, 2020 - $nil) due to the director of the Company.

FOURTH QUARTER

During the three months ended June 30, 2021, the Company had a net loss of $7,741 (2020 - $nil) from operations. As the Company does not yet generate revenue from its operations, changes in the financial performance and financial condition of the Company are driven solely by changes in the Company’s expenses. Items affecting expenses during the period were professional fees of $6,532 driven by general corporate and commercial matters, office and general expenses of $111 and share-based payments of $1,098.

During the period, cash increased by $170,192 due to 3,819,999 shares issued at a price of $0.05 for aggregate proceeds of $191,000.

PROPOSED TRANSACTIONS

There are at present no transactions outstanding that have been proposed but not approved by the Company.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company’s financial instruments include cash, trade payables and accrued liabilities, and due to related parties. Trade payables and accrued liabilities and due to related parties are classified as other financial liabilities. The carrying value of these financial instruments approximates their fair value due to their shortterm maturity.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

LITHIUMBANK RESOURCES CORP., (Formerly Richmond Street Capital Corp.) Management Discussion & Analysis August 11, 2021

their assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed interim financial statements, and the reported amount of expenses during the reported period. Actual results could differ from those estimates.

SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

In applying the Company’s accounting policies, management makes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. Actual results may differ from the judgments, estimates and assumptions made by management and will seldom equal the estimated results. Please refer to the Financial Statements for the years ended June 30, 2021 and 2020 for a full list of policies.

Critical Judgments

The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the condensed consolidated financial statements:

The assessment of the Company’s ability to continue as a going concern.

Estimation Uncertainty

The inputs used in valuing share-based payments.

RISKS AND UNCERTAINTIES

The Company has not had a history of operations or earnings and the overall success of the Company will be affected by its current and future business activities.

The Company is subject to risks and challenges similar to other companies in a comparable stage of development. These risks include, but are not limited to, continuing losses, dependence on key individuals, and the ability to secure adequate financing to meet minimum capital required to successfully complete its projects and continue as a going concern. These factors should be reviewed carefully.

The following risk factors, in addition to the risks noted above, if any, in the “Financial Instruments and Liquid and Capital Resources” sections, should be given special consideration when evaluating trends, risks and uncertainties relating to the Company’s business.

Substantial Capital Requirements and Liquidity

The Company will continue to have working capital requirements that will require additional financings. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company’s ability to raise capital through future sales of common shares.

LITHIUMBANK RESOURCES CORP., (Formerly Richmond Street Capital Corp.) Management Discussion & Analysis August 11, 2021

terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. In particular, failure to obtain such financing on a timely basis could cause the Company to forfeit its interest in its exploration and evaluation assets, miss certain acquisition opportunities and reduce or terminate its operations.

Reliance on Key Personnel

Recruiting qualified personnel as the Company grows is critical to its success. As the Company’s business activity grows, it will require key financial, administrative, engineering, geological and mining personnel, as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this state of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

The success of the Company will be largely dependent upon the performance of its management and key employees and contractors. In assessing the risk of an investment in the shares of the Company, potential investors should realize that they are relying on the experience, judgment, discretion, integrity and good faith of the proposed management of the Company.

Conflicts of Interest

The Company's directors and officers are or may become directors or officers of other companies in the same line of business or reporting issuers, or may acquire or have significant shareholdings in other similar companies and, to the extent that such other companies may participate in ventures in which the Company may or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities, or in negotiating and concluding terms respecting the extent of such participation.

The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Dividends

The Company has never paid cash dividends on its common shares and does not expect to pay any cash dividends in the future in favor of utilizing cash to support the development of its business. Any future determination relating to the Company’s dividend policy will be made at the discretion of the Company’s Board of Directors and will depend on a number of factors, including future operating results, capital requirements, financial condition, and the terms of any credit facility or other financing arrangements the Company may obtain or enter into, future prospects and other factors the Company’s Board of Directors may deem relevant at the time such payment is considered. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on their investment in the common shares for the foreseeable future.

LITHIUMBANK RESOURCES CORP., (Formerly Richmond Street Capital Corp.) Management Discussion & Analysis August 11, 2021

Hedging

Although there were no hedging arrangements in place as of June 30, 2021, management may elect to use such instruments in the future. Derivative instruments may be used to manage changes in commodity prices, interest rates, foreign currency exchange rates, energy costs and the costs of other consumable commodities. Common inherent risks associated with derivative transactions include (a) credit risk resulting from a counterparty failing to meet its obligation, (b) market risk associated with changes in market factors that affect fair value of the derivative instrument, (c) basic risk resulting from ineffective hedging activities and (d) legal risk associated with an action that invalidates performance by one or both parties. There is no assurance that any hedging or other derivative program will be successful.

Taxation

The Company is affected by the tax regimes of numerous jurisdictions. Revenues, expenditures, income, investments, land use, intercompany transactions and all other business conditions can be taxed. Tax regulations, interpretations and enforcement policies may differ from the Company’s applied methods and may change over time due to circumstances beyond the Company’s control. The effect of such events could have material adverse effects on the Company’s anticipated tax consequences. There is no assurance regarding the nature or rate of taxation, assessments and penalties that may be imposed.

Substantial number of authorized but unissued shares

The Company has an unlimited number of common shares which may be issued by the Board without further action or approval of the Company’s shareholders, except in limited circumstances. While the Board is required to fulfill its fiduciary obligations in connection with the issuance of such shares, the shares may be issued in transactions with which not all shareholders agree, and the issuance of such shares will cause dilution to the ownership interests of the Company’s shareholders.

Limited Operating History

The Company was incorporated on May 31, 2019 and has yet to generate a profit from its activities. The Company will be subject to all of the business risks and uncertainties associated with any business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations. There is no certainty that the Company will produce revenue, operate profitably or provide a return on investment in the future.

Unforeseen Expenses

While the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

Impact of COVID-19

The global impact of the COVID-19 has resulted in a great deal of volatility and uncertainty in the financial markets, global economy and related supply chains. The financial markets have recovered from their lows although the negative impact from COVID-19 on the Company’s financial results remains high and cannot be estimated at this time.

No Revenue and Negative Cash Flow

LITHIUMBANK RESOURCES CORP., (Formerly Richmond Street Capital Corp.) Management Discussion & Analysis August 11, 2021

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity financing to the extent required to fund its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. If the Company does not generate sufficient cash flow from operating activities, it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.

DISCLOSURE CONTROLS AND PROCEDURES

The MD&A is central to the assessment that the financial statements, together with other financial information included in the filings fairly present in all material respects the company’s financial condition, results of operations and cash flows.

The Company’s management designed the disclosure controls and procedures to provide reasonable assurance that material information relating to the Company, including its consolidated subsidiaries, is made known to them on a timely basis. The Company’s management believes that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking statements that are based on the Company’s current expectations and estimates of the business and management. Certain statements included in this “MD&A” constitute forward-looking statements, including those identified by the expressions “anticipate”, “believe”, “plan”, “suggest”, “estimate”, “anticipate”, “project”, “indicate”, “expect”, “intend”, “may”, “should expect", "target", "will" and other similar words or statements that certain events or conditions “may” or “will” occur. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This MD&A contains forward-looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties, and other factors.

Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information.

LITHIUMBANK RESOURCES CORP., (Formerly Richmond Street Capital Corp.) Management Discussion & Analysis August 11, 2021

Forward-looking statements are not a guarantee of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

the Company’s ability to effectively implement its planned operations;
risks relating to the dilution of the Company’s securities;
the Company having incurred operating losses since its inception and expecting to incur losses for the foreseeable future;
The Company’s business to date and future viability being hard for investors to evaluate due to Aequus being a development stage company;
The Company having a history of negative operating cash flow, which may continue into the future;
The Company’s business potentially being significantly harmed by misconduct perpetrated by non-arm’s length parties;
the directors and officers of Aequus being subject to conflicts of interest;
the Company’s business being affected by macroeconomic conditions;
the Company’s existing shareholders, officers, and directors being able to exert significant control over matters submitted to its shareholders for approval due to their substantial equity ownership;
the ability of the Company to raise the capital necessary to conduct its operational activities;

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

SCHEDULE “C”

The Audited Annual Consolidated Financial Statements of Former Lithium For the Years Ended September 30, 2020 and 2019

(See attached)

C-1

==> picture [612 x 202] intentionally omitted <==

Consolidated Financial Statements For the Years Ended September 30, 2020 and 2019

(Expressed in Canadian dollars)

INDEPENDENT AUDITOR’S REPORT

To the Directors of LithiumBank Resources Corp.

Opinion

We have audited the accompanying consolidated financial statements of LithiumBank Resources Corp. (the “Company”), which comprise the consolidated statements of financial position as at September 30, 2020 and 2019, and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Alyson Neil.

“DAVIDSON & COMPANY LLP”

Vancouver, Canada

Chartered Professional Accountants

November 26, 2020

LITHIUMBANK RESOURCES CORP.

// CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2020 AND 2019

Expressed in Canadian dollars

		September 30,	September 30,
	Note(s)	2020	2019
ASSETS
Current assets
Cash		$ 817,486	$ 24,743
Prepaid expenses and deposits		25,801	-
		843,287	24,743
Non-current assets
Exploration and evaluation assets	4, 5	20,000	-
TOTAL ASSETS		$863,287	$24,743
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Current liabilities
Accountspayable and accrued liabilities	5	53,400	1,800
TOTAL LIABILITIES		53,400	1,800
SHAREHOLDERS’ EQUITY
Share capital	6	1,016,637	63,127
Subscriptions receivable		-	(2,000)
Deficit		(206,750)	(38,184)
TOTAL SHAREHOLDERS’ EQUITY		809,887	22,943
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$863,287	$24,743

Nature of operations and going concern ( Note 1 ) Subsequent events ( Note 11 )

These consolidated financial statements were approved for issuance by the Board of Directors on November 26, 2020 and signed on its behalf by:

“Gianni Kovacevic”” “Taylor MacDonald””

Director Director

The accompanying notes are an integral part of these consolidated financial statements.

LITHIUMBANK RESOURCES CORP.

// CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019 Expressed in Canadian dollars

Note Operating expenses Consulting fees 5 General & administration Exploration and evaluation 5 Management fees 5 Professional fees	September 30, September 30, 2020 2019 $ 47,835 $ 6,000 13,221 775 38,650 30,000 21,000 - 47,860 1,409 $ (168,566) $ (38,184) $ (0.02) $ (0.01) 11,234,836 4,964,451
Loss and Comprehensive loss

Basic and diluted loss per common share
Weighted average number of common shares outstanding – basic and diluted

The accompanying notes are an integral part of these consolidated financial statements.

LITHIUMBANK RESOURCES CORP.

// CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

Expressed in Canadian dollars

	Share	capital
	Number of		Subscriptions		Shareholders’
	shares	Amount	Receivable	Deficit	equity
	#	$	$	$	$
Balance, September 30, 2018	200	2	-	-	2
Private placements	9,699,800	67,300	(2,000)	-	65,300
Share issuance costs	-	(4,175)	-	-	(4,175)
Loss for theyear	-	-	-	(38,184)	(38,184)
Balance, September 30, 2019	9,700,000	63,127	(2,000)	(38,184)	22,943
Private placements	8,500,000	944,000	-	-	944,000
Subscriptions received	-	-	2,000	-	2,000
Share issuance costs	-	(10,490)	-	-	(10,490)
Shares issued for exploration and evaluation assets	1,000,000	20,000	-	-	20,000
Loss for theyear	-	-	-	(168,566)	(168,566)
Balance, September 30, 2020	19,200,000	1,016,637	-	(206,750)	809,887

The accompanying notes are an integral part of these consolidated financial statements.

LITHIUMBANK RESOURCES CORP.

// CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended September 30, 2020 and 2019

(Expressed in Canadian dollars)

	2020		2019
OPERATING ACTIVITIES
Loss for the year	$ (168,566)	$ (38,184)
Add items not affecting cash:
Changes in non-cash working capital items:
Prepaid expenses and deposits	(25,801)		-
Accountspayable and accrued liabilities	41,110		1,800
Net cash used in operating activities	(153,257)	(36,384)
FINANCING ACTIVITIES	-		-
Proceeds from issuance of common shares, net	944,000		61,125
Subscriptions received	2,000		-
Net cash provided by financing activities	946,000		61,125
Change in cash during the year	792,743		24,741
Cash, beginning of the year	24,743		2
Cash,end of theyear	$ 817,486	$	24,743
Supplemental disclosures with respect to cash flows:
Non-cash items:
Shares issued for exploration and evaluation assets	$ 20,000	$	-
Share issuance costs included in accounts payable	10,490		-
Subscriptions receivable	-		2,000

During the years ended September 30, 2020 and 2019, the Company paid $nil in interest and taxes

The accompanying notes are an integral part of these consolidated financial statements.

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

LithiumBank Resources Corp. (the “Company”) was incorporated on November 20, 2017, pursuant to the provisions of the Business Company’s Act (British Columbia) and is the business of mineral exploration and development. The Company’s registered and records and head office is 1200 Waterfront Centre, 200 Burrard Street, PO Box 48600, Vancouver, British Columbia, V7X 1T2 Canada.

The Company is in the process of exploring and developing its mineral properties. The recoverability of the amounts shown for mineral properties is dependent upon the existence of economically recoverable reserves, successful permitting, the ability of the Company to obtain necessary financing to complete exploration and development, and upon future profitable production or proceeds from disposition of each mineral property. Furthermore, the acquisition of title to mineral properties is a complicated and uncertain process, and while the Company has taken steps in accordance with normal industry standards to verify its title to the mineral properties in which it has an interest, there can be no assurance that such title will ultimately be secured. The carrying amounts of mineral properties are based on costs incurred to date, and do not necessarily represent present or future values.

These financial statements have been prepared assuming the Company will continue on a going-concern basis.

The Company has incurred losses since its inception and the ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and to develop profitable operations. The Company incurred a net loss of $168,566 during the year ended September 30, 2020 and, as of that date, had an accumulated deficit of $206,750. The Company expects to incur further losses in the exploration of its mineral property interests. As at September 30, 2020 the Company had a working capital surplus of $789,887. Subsequent to September 30, 2020, the Company completed a private placement for additional capital of $350,000 (Note 11). Accordingly, management estimates that the Company has sufficient working capital to support operations for the next twelve months. The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

The recent outbreak of the novel coronavirus COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has led to adverse impacts on the Canadian and global economies, disruptions of financial markets, and created uncertainty regarding potential impacts to the Company’s supply chain and operations. The COVID-19 pandemic has impacted and could further impact the Company’s operations and the operations of the Company’s suppliers and vendors as a result of quarantines, facility closures, and travel and logistics restrictions. The extent to which the COVID-19 pandemic impacts the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on the Company’s suppliers and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating conditions can resume. The Company is closely following the progression of COVID-19 and its potential impact on the Company. Even after the COVID-19 pandemic has subsided, the Company may experience adverse impacts to its business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the impact at this time our business, liquidity, capital resources and financial results.

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

BASIS OF PREPARATION

Statement of compliance

These consolidated financial statements, including comparatives have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).

The consolidated financial statements of the Company for the years ended September 30, 2020 and 2019 were approved and authorized for issue by the Board of Directors on November 26, 2020.

Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis, except for the revaluation of certain financial assets and financial liabilities to fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These accounting policies set out below have been applied consistently to all years presented in these financial statements.

Basis of consolidation

The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company, where control is achieved by the Company being exposed to, or having rights to, variable returns from its involvement with the entity and having the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and are deconsolidated from the date that control ceases. The Company currently has one wholly owned subsidiary 2277445 Alberta Ltd.

All inter-company transactions, balances, income and expenses are eliminated on consolidation.

Critical accounting judgments, estimates and assumptions

Significant judgments

i. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfer and title may be affected by undetected defects.

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

BASIS OF PREPARATION (CONTINUED)

Significant judgments (continued)

ii. Judgment is required in determining whether deferred tax assets are recognized in the statement of financial position. Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets.

Estimation uncertainty

i. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the date of the statement of financial position could be impacted.

ii. Recoverability of exploration and evaluation assets or cash-generating units (“CGU”) are evaluated at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when assessing whether there are indications of impairment for the Company’s exploration and evaluation assets.

3. SIGNIFICANT ACCOUNTING POLICIES

(a) Foreign currency translation

The functional currency of the Company and each of its subsidiaries is the currency of the primary economic environment in which they operate. The consolidated financial statements are presented in Canadian dollars, which is also the Company and its subsidiary’s functional currency. Transactions in other than an entity’s functional currency are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period the monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange on the statement of financial position date while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in profit or loss.

(b) Loss per share

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(c) Cash

Cash includes cash on hand at Canadian financial banking institutions. When cash or cash equivalents are not available for use directly by the Company to finance general operations as a result of contractual or other specific obligations, it is classified as Restricted Cash

(d) Exploration and evaluation assets

Exploration and evaluation assets include costs to acquire rights to explore.

Expenditures relating to exploration activities are expensed as incurred and expenditures relating to preextraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred.

Proceeds from the sale of exploration and evaluation assets received from option payments are recorded as a reduction of the related mineral property interest.

The carrying values of exploration and evaluation properties are assessed for impairment by management whenever indicators of impairment exist. An impairment loss is recognized if it is determined that the carrying value exceeds the recoverable amount.

(e) Provision for environmental rehabilitation

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of exploration and evaluation assets and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to the related asset along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as the related asset.

The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related asset with a corresponding entry to the rehabilitation provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit and loss for the period.

For the years presented the Company has no provisions for environmental rehabilitation.

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(f) Impairment of long-lived assets

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cashgenerating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

(g) Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity.

Deferred income tax is recognized using the liability method on temporary differences arising between the tax and accounting bases of assets and liabilities as well as for the benefit of losses available to be carried forward to future years. Deferred income tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction does not affect either accounting nor taxable profit or loss. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.

Deferred income tax is determined using tax rates that have been enacted or substantively enacted by the statement of financial position date. Deferred income tax assets are recognized only to the extent that it is probable that future profit will be available against which assets can be utilized.

(h) Share-based payments

Share-based compensation to employees and others providing similar services are measured at the estimated fair value of the instruments issued on the grant date and expensed over the vesting periods. Share-based compensation to non-employees is measured at the fair value of the goods or services received or the fair value of the equity instruments issued if the fair value of the goods or services cannot be reliably measured, and is recorded at the date the goods or services are received. The fair value of the options granted is measured using the Black-Scholes option-pricing model taking into account the terms and conditions upon which the options were granted. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest.

Proceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option or warrant enabled the holder to purchase a share in the Company. Any previously recorded sharebased payment included in the reserves account is transferred to share capital on exercise of options. Share capital issued for non-monetary consideration is valued at the closing market price at the date of issuance.

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(i) Financial instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

The following table shows the classification of the Company’s financial instruments:

Financial assets/liabilities	Classification
Cash	FVTPL
Accountspayable and accrued liabilities	Amortized cost

Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at fair value through profit of loss

Financial assets and liabilities at FVTPL Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of loss in the period in which they arise.

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the consolidated statements of loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(i) Financial instruments

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of loss.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are recognized in profit or loss.

(j) New accounting pronouncements

During the year ended September 30, 2020, the Company adopted certain new and amended accounting pronouncements as follows:

IFRS 16 – Leases: New standard to establish principles for recognition, measurement, presentation and disclosure of leases with an impact on lessee accounting, effective for annual periods beginning on or after January 1, 2019. The Company adopted this standard effective October 1, 2019 and determined it has no impact on its financial statements.

IFRIC 23 – Uncertainty over Income Tax Treatment: New standard to clarify the accounting for uncertainties in income taxes. The interpretation provides guidance and clarifies the application of the recognition and measurement criteria in IAS 12 “Income Taxes” when there is uncertainty over income tax treatments. The interpretation is effective for annual periods beginning on January 1, 2019. The Company adopted this standard effective October 1, 2019 and determined it has no impact on its financial statements.

4. EXPLORATION AND EVALUATION ASSETS

Balance – September 30, 2019 and 2018	$	-
Acquisition costs		20,000
Balance - September 30,2020	$	20,000

During the year ended September 30, 2020, the Company acquired a 100% interest in various claims comprising the Sturgeon lake Project, located in Alberta, Canada. As consideration for the project, the Company issued 1,000,000 common shares with a fair value of $20,000 (Notes 5 and 6).

In connection with the acquisition of the Sturgeon lake claims, the Company granted an overriding revenue royalty (“ORR”) equal to 2% of proceeds from the sale of all products produced on the claims to a related party.

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

5. RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.

Remuneration attributed to key management personnel are summarized as follows:

	Year ended September 30,	Year ended September 30,	Year ended September 30,
	2020		2019
Management fees	$ 21,000	$	-
Consulting fees	37,335		3,000
Exploration and evaluation expenditures	30,000		30,000
Total	$88,335	$	33,000

Other related party transactions:

During the year ended September 30, 2020, the Company issued 1,000,000 common with a fair value of $20,000 to 90th Capital Corp, a company owned by the Vice President of Operations, to purchase exploration and evaluation assets (Notes 4 and 6).

During the year ended September 30, 2020, the Company grated a 2% overriding revenue royalty to 2271603 Alberta Ltd., a Company owned by the CEO. The fair value of the ORR was determined to be $nil.

As at September 30, 2020 $9,735 (2019 - $1,800) owing to related parties was included in accounts payable and accrued liabilities. The amounts owing to the related parties as non-interest bearing, with no specific terms of repayment.

6. SHARE CAPITAL

Authorized

The Company has an unlimited number of authorized common shares without par value.

Issued and outstanding

As at September 30, 2020, 19,200,000 (2018 – 9,700,000) common shares were issued and outstanding.

Share capital transactions during the year ended September 30, 2019 were as follows:

i. The Company completed a non-brokered private placement and issued 2,999,800 common shares at a price of $0.0001 per share for proceeds of $300.
ii. The Company completed a non-brokered private placement and issued 6,700,000 common shares at a price of $0.01 per share for gross proceeds of $67,000. The company incurred share issuance costs of $4,175 in connection with this transaction. As at September 30, 2019, there were $2,000 in subscriptions receivable, which was collected during the year ended September 30, 2020.

Share capital transactions during the year ended September 30, 2020 were as follows:

i. The Company completed a non-brokered private placement and issued 4,200,000 common shares at a price of $0.02 per share for proceeds of $84,000.
ii. The Company issued 1,000,000 common shares with a fair value of $20,000 to acquire exploration and evaluation assets (Note 4).

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

6. SHARE CAPITAL (CONTINUED)

iii. The Company completed a non-brokered private placement and issued 4,300,000 common shares at a price of $0.20 per share for gross proceeds of $860,000. The company incurred share issuance costs $10,490 in connection with this transaction.

Stock Options

The Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option equals the market price of the Company's stock, less an applicable discount, as calculated on the date of grant. The options can be granted for a maximum term of 10 years and vest at the discretion of the board of directors.

The exercise price will be set by the directors at the time of grant and cannot be less than the discounted market price of the Company’s common shares.

No options were granted, exercised or cancelled during the years ended September 30, 2020 and 2019.

As at September 30, 2020 and 2019, there were no options outstanding.

7. SEGMENTED INFORMATION

The Company operates in one reportable segment, being the exploration and evaluation of mineral properties. All of the Company’s exploration and evaluation assets are located in Canada.

8. CAPITAL DISCLOSURE

The Company’s objectives when managing capital are to ensure its ability to continue as a going concern in order to pursue the acquisition and development of mineral property interest. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business.

The Company is largely dependent upon external financings to fund activities. In order to carry out planned acquisition and development and pay for administrative costs, the Company will spend its existing working and raise additional funds as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financing resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes to the Company’s approach to capital management during the year ended September 30, 2020. The Company is not subject to externally imposed capital restrictions.

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair value

The fair value of the Company’s financial instruments is approximates by their carrying value due to their short-term nature.

IFRS 13 establishes a fair value hierarchy for financial instruments measured at fair value that reflects the significance of inputs used in making fair value measurements as follows:

Level 1  quoted prices in active markets for identical assets or liabilities.

Level 2  inputs other than quoted prices included in Level 1 that are observable for the asset or liabilities, either directly (i.e. as prices) or indirectly (i.e. from derived prices); and

Level 3  inputs for the asset or liability that are not based upon observable market data.

The fair value of cash is based on Level 1 inputs.

Credit risk

Concentration of credit risk exists with respect to the Company’s cash, as all amounts are held at a major Canadian financial institution.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon equity issuances as its sole source of cash. The Company manages liquidity risk by trying to maintain an adequate level of cash and cash equivalents to meet its ongoing obligations. The Company continuously reviews its actual expenditures and forecasted cash flows and matches the maturity dates of its cash equivalents to capital and operating needs. The Company normally maintains sufficient cash to meet the Company’s business requirements. As at September 30, 2020, the Company had a cash balance of $817,486 which is management estimates is sufficient to meet its current obligations.

Market risk

(i) Interest rate risk

The Company is not exposed to interest rate risk on its cash and cash equivalents held at September 30, 2020.

(ii) Currency risk

The Company does not have foreign currency denominated monetary assets.

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

10. INCOME TAX

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

		2020		2019
Loss for the year	$	(168,566)	$	(38,184)
Expected income tax (recovery)		(46,000)		(10,000)
Change in statutory, foreign tax, foreign exchange rates and other		1,000		(1,000)
Share issue cost		(3,000)		(1,000)
Change in unrecognized deductible temporary differences		48,000		12,000
Total income tax expense (recovery)	$	-	$	-

The significant components of the Company’s deferred tax assets that have not been included on the consolidated statement of financial position are as follows:

		2020		2019
Deferred tax assets (liabilities)
Exploration and evaluation assets	$	8,000	$	-
Share issuance costs		3,000		1,000
Non-capital losses available for futureperiod		49,000		11,000
		60,000		12,000
Unrecognized deferred tax assets		(60,000)		(12,000)
Net deferred tax assets	$	-	$	-

			Expiry Date		Expiry Date
Temporary Differences		2020	Range	2019	Range
Exploration and evaluation assets	$	30,000	No expiry date $	-	No expiry date
Share issue costs		11,000	2024 to 2025	3,000	2024
Non-capital losses available for future
periods		181,000	2026 to 2039	39,000	2026 to 2038

LITHIUMBANK RESOURCES CORP.

// NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

11. SUBSEQUENT EVENTS

Subsequent to September 30, 2020:

i. The Company granted 2,095,000 stock options to acquire common share at an exercise price of $0.20 with an expiry of October 28, 2025.
ii. The Company issued 1,750,000 common shares at $0.20 per share for proceeds of $350,000.
iii. The Company entered into a letter of intent (“LOI”) with Exploration Amseco Ltd (“Amseco”). Pursuant to the terms of the LOI, the Company will complete a reverse take-over (“RTO”) of Amseco though the acquisition by Amseco of all of the issued and outstanding shares of the Company in exchange for shares of Amseco. The transaction is subject to completion of a definitive agreement and regulatory and shareholder approval

SCHEDULE “D”

The Management Discussion and Analysis of Former Lithium for the years ended September 30, 2020 and 2019

(See attached)

D-1

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LITHIUMBANK RESOURCES CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the years ended September 30, 2020 and 2019 As of November 26, 2020

This management discussion and analysis (“MD&A”) of LithiumBank Resources Corp. (the “Company” or “LithiumBank”) is for years ended September 30, 2020 and 2019 and is performed by management using information available as of November 26, 2020. We have prepared this MD&A with reference to National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators. This MD&A should be read in conjunction with the condensed audited financial statements of the Company for the years ended September 30, 2020 and 2019 and the notes thereto, prepared in accordance with international financial reporting standards (“IFRS”) as issued by the international accounting standards board (“IASB”)

This MD&A contains forward-looking statements made as of the date of this MD&A. Statements regarding the adequacy of cash resources to carry out the Company’s exploration programs or the need for future financing are forward-looking statements. All forward-looking statements, including those not specifically identified herein, are made subject to cautionary language below. Readers are advised to refer to the cautionary language when reading any forward-looking statements. The Company disclaims any obligation to update any forward-looking statements, except as required by law, whether as a result of new information, future events or results or otherwise.

This MD&A is prepared in conformity with National Instrument 51-102F1. All dollar amounts referred to in this discussion and analysis are expressed in Canadian dollars except where indicated otherwise.

BUSINESS OVERVIEW

LithiumBank is a Canadian-based resource company incorporated under the Business Corporations Act of British Columbia on November 20, 2017. LithiumBank is creating an opportunity to participate in the future of clean-tech energy. Our strategy is to acquire and consolidate high quality lithium exploration projects that have had meaningful capital invested during the “Electric Vehicle 1.0” bull market. Formed by a highly experienced, well qualified and recognized management team. LithiumBank staked lithium rights to over 1,400,000 acres of one of the most attractive and prospective world-class reef trends.

LithiumBank has recently acquired 100% minerals interest in 4 separate lithium-brine properties in westcentral Alberta: Sturgeon Lake, Fox Creek, Simonette, and Nipisi Lake. The Sturgeon Lake Property is situated in an area of west-central Alberta where 1990’s to 2010’s Government and industry hypersaline formation water (or brine) studies have documented anomalous values of lithium (Li) and other metals including potassium, boron, and bromine, in Late Devonian (Frasnian) aquifers associated with carbonate buildups of the Woodbend Group, Leduc Formation.

Access to the deep-seated confined aquifer brine at the Sturgeon Lake Property is through existing oil and gas wells that have pumped the brine from depths of more than 2,350 m to the earth’s surface – essentially as wastewater associated with hydrocarbon products. Once the petroleum is extracted the brine is pumped, or injected, back down into its original Devonian aquifer. Hence, there is an opportunity to recovery lithium from an in-place and operational brine circuit.

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Company to obtain financing through access to public equity markets, and debts as sources of funding for its exploration expenditures and to meet ongoing working capital requirements.

OUTLOOK

LithiumBank has welcomed a new management team with a track record of success in the mineral exploration and development sector. This new exploration team has extensive regional knowledge and expertise. That experience will execute an aggressive exploration program that is expected to be fully funded based on preliminary plans through 2020 and 2021.

The Company is working to complete a share sale agreement with Exploration Amseco Ltd., a Company listed on NEX of the TSX Venture Exchange and expects to complete the transaction during 2021.

LithiumBank’s value creation strategy is as follows:

Opportunity to repurpose existing oil infrastructure, developing lithium resources at a low cost.
Development phase goal to deliver a globally significant lithium resource capable of circa 20,000t of LCE/year with expansion potential beyond 50,000t of LCE/year.
Continued strategic acquisition of additional prospective ground.
Apply an owner-operator culture with respect to management of the business. Limit expenses and own projects that are cost effective to advance.
Raise approx. $1.5M to accelerate analysis work on the projects towards a NI 43-101 compliant inferred resource(s) by the end of 2021.

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HIGHLIGHTS

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. The Company has been able to continue operating, planning and acquiring properties.
On July 31, 2020 the company entered into a royalty agreement with 2271603 ALBERTA Ltd whereas it agreed to grant the royalty holder a gross overriding revenue royalty equal to 2% of the gross proceeds realized from the sale of all products subject to the terms and conditions set out in the agreement. The fair value of the royalty was determined to be nil.
On July 31, 2020 the company entered into an asset purchase agreement with 90[th] Capital Corp. to acquire from the latter, free and clear of all encumbrances other than permitted encumbrances, all of the 90[th] Capital Corp.’s rights, titles and interests in and to mineral permits and agreements in exchange for 1,000,000 LithiumBank shares.
As of August 2020, the Company retained a team of mining industry professionals consisting of Kevin Piepgrass, VP of operation, professional geologist registered at APEGBC; Jon LaMothe, senior geologist.
On September 21, 2020, the company executed an agreement with Apex Geoscience Ltd. whereby the latter will manage and/or conduct office-based geological studies toward the preparation of a National Instrument 43-101 Technical Report for the Sturgeon Lake property. The report was completed on November 5, 2020.
On October 29, 2020, the Company confirmed the following officers and directors: Robert Shewchuk as President and Chief Executive Officer; Gianni Kovacevic as Chairman and Director; Taylor MacDonald as Director; and André Mbeng as Chief Financial Officer. Fehr & Associates was retained to provide full outsourced accounting services for the Company.
As at October 29, 2020 the Company successfully acquired 53 permits in Alberta and an additional 14 in the Nipisi area are under application.
During the calendar year 2020 up to the date of this report the Company closed several private placements to issue 11.3 million common shares for a fair value of $1.3 million.

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PROPERTY DESCRIPTION AND LOCATION

Description and Location

The Sturgeon Lake Property is in west-central Alberta, directly south and west of the Town of Valleyview, approximately 85 km east of the City of Grande Prairie and 270 km northwest of the City of Edmonton (Figure 2.1). The Sturgeon Lake Property is in the Municipal District of Greenview No. 16, the third largest municipal district in Alberta covering an area of 32,984 km2. The municipal office is located in Valleyview.

The Sturgeon Lake Property is comprised of 12 Alberta Metallic and Industrial Mineral Permits (9 approved permits and 3 permits in application) that collectively form a contiguous package of land that totals 105,419.3 ha (Figure 4.2). The descriptions for the individual permits within LithiumBank’s current Alberta-based land position is presented in Table 4.1. The permits were acquired directly from the Government of Alberta through the Provinces on-line mineral tenure system via the Electronic Transfer System (https://www.alberta.ca/Electronic-transfersystem.aspx).

The permits encircle the south, east and north sides of Sturgeon Lake, the Sturgeon Lake 154, and Sturgeon Lake 154A First Nations Reserves and Young’s Point Provincial Park (Figure 4.2). The Sturgeon Lake Property is located in 1:50 000 National Topographic System (NTS) map sheets: 83K/14, 83N/03 and 83N/04. The center of the Sturgeon Lake Property is located at approximately 479000 m Easting and 6089100 m Northing in Universal Transverse Mercator (UTM) Zone 11 using North American Datum 1983 (NAD83).

Property Rights and Maintenance

The Permits grant LithiumBank the exclusive right to explore for metallic and industrial minerals for 7 consecutive 2-year terms (total of 14 years), subject to the submission of biannual assessment work to keep the permits in good standing. Work requirements for maintenance of permits in good standing are $5.00/ha for the 1st term, $10.00/ha for each of the 2nd and 3rd terms, and $15.00/ha for each the 4th, 5th, 6th, and 7th terms.

The statutes also provide for conversion of Permits to Metallic Minerals Leases once a mineral deposit has been identified. Leases are granted for a renewable term of 15 years and require annual payments of $3.50/ha for rent to maintain them in good standing. There are no work requirements for the maintenance of leases, and they confer rights to minerals.

The Company entered into a royalty agreement with 2271603 ALBERTA LTD (the “Royalty Holder”) whereas in consideration for consulting services and payment of $10, the Company has agreed to grant the Royalty Holder a gross overriding revenue royalty on the gross proceeds realized from the sale of all products subject to the terms of the royalty agreement. Subsequent to the transaction Rob Shewchuk was appointed President and CEO of LithiumBank.

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Figure I: General location of LithiumBank’s Alberta Li-brine properties. This Technical Report focuses on the Sturgeon Lake Property.

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Figure II: Exploration permits at LithiumBank’s Sturgeon Lake Property.

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Figure II outlines the approximate locations of the major permit areas.

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EXPLORATION WORK

LithumBank’s Sturgeon Lake Property is an early stage exploration project. Historical work has shown that the Devonian Leduc Formation aquifer underlying the property has anomalous concentrations of lithium, and therefore, LithumBank’s Sturgeon Lake Property is a property of merit and additional exploration work is recommended as per its NI 43-101 technical report. Two phases of exploration are recommended that include:

Phase 1 work to form access agreements to the Leduc Formation aquifer brine, collect brine samples for assay testing and mineral processing (lithium recovery) test work, continued hydrological characterization of the aquifer, and resource estimation technical reporting. Note: The Sturgeon Lake oilfield (main petro-operator sites) are currently suspended due to the current price of oil. The Company could choose to wait for improved technology, infrastructure, or commodity pricing before continuing production.
Phase 2 is dependent on the positive results of the Phase 1 work. Phase 2 is intended to advance the project toward resource reclassification and economic valuation technical reporting. Work to accomplish this will include refinement of the lithium recover process flowsheet and test work toward a demonstration pilot plant, and community and First Nations consultation and environmental studies.

The estimated cost of the Phase 1 and Phase 2 work is CDN$242,000 and CDN$632,500, respectively, with 10% contingencies (Table 1.1). The combined work recommendations cost an estimated CDN$874,500.

MINERAL RESOURCE ESTIMATE

As exploration work, including Li-brine sampling and analysis and reservoir characterization work, has yet to commence at the Properties, it is not at this time possible to conduct mineral resource estimation work associated with this early stage exploration project.

QUALIFIED PERSON

Kevin Piepgrass, Professional Geologist, registered at APEGBC, a “qualified person” as defined by NI 43-101, prepared, reviewed and approved the scientific and technical information contained in this MD&A.

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FINANCIAL INFORMATION AND ANALYSIS

Selected Annual Information

The following table summarizes selected financial information derived from the Company’s financial statements for each of the two recently completed fiscal years:

As at and for the year ended	September 30, 2020 September 30, 2019
	$ 863,287 $ 24,743 20,000 - 789,887 22,943 809,887 22,943 - - (168,566) (38,184)
Total Assets
Exploration and evaluation assets
Working capital
Shareholders’ Equity
Total revenue
Total loss

During the year ended September 30, 2020, the company reported a net loss of $168,566 or $0.02 per share compared to a net loss of $38,184 or $0.01 per share in 2019; an increase in loss of $130,382. The increase in loss was a result of increase in consulting, management and professional fees.

The Company did not earn any revenue since inception. Quarterly data are not available. The company focused on creating infrastructure and property acquisition in the first years of operations. The Company expects expenses to increase in future as ongoing operations normalize

Liquidity and Capital Resources

The Company has no operations that generate cash flow. The Company’s future financial success will depend on its ability to raise capital and/or on the productivity of its operational activities. Discovery may take many years, can consume significant resources, and is largely based on factors that are beyond the control of the Company and its management.

The company reported a working capital of $789,887 on September 30, 2020 (2019 - $22,943), representing an increase in working capital of $766,944. Included in the working capital was $817,486 in cash.

As at September 30, 2020, the company has a net cash available of $817,486 compared to cash available of $24,743 at September 30, 2019.

During the year ended September 30, 2020, the company used $153,257 (2019 - $36,384) in operating activities and generated $946,000 (2019 - $61,125) from its financing activities which all consist of proceeds from issuance of common shares.

To continue funding exploration activities and corporate costs the Company is reliant on its ongoing ability to raise financing through the sale of equity. This is dependent on positive investor sentiment, which in turn is influenced by a positive climate for the target commodities, the company’s track record, and the experience and caliber of the company’s management. There is no assurance that equity funding will be accessible to the Company when required and in the amounts necessary to fund the Company’s activities.

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OUTSTANDING SHARE CAPITAL

The Company has unlimited authorized common shares, and the issued and outstanding share capital follows:

As at	The date of this MD&A	September 30, 2020
Common shares issued and outstanding	20,950,000	19,200,000
Stock options outstanding	2,095,000	-

Share capital transactions during the year ended September 30, 2020 were as follows:

i. During the year ended September 30, 2020, the company issued 4,200,000 common shares at a price of $0.02 per share for proceeds of $84,000.
ii. During the year ended September 30, 2020, the company issued 4,300,000 common shares at a price of $0.20 per share for proceeds of $860,000. The company incurred issuance costs of $10,490 relating to this private placement.
iii. During the year ended September 30, 2020, the Company issued 1,000,000 common shares with a fair value of $20,000 to 90th Capital Corp, a company related to the VP of Operations.

Subsequent to September 30, 2020, a total of 1,750,000 common shares were issued for a value of $350,000.

TRANSACTIONS WITH RELATED PARTIES

Related parties include management i.e. any person(s) having authority and responsibility for planning, directing, and controlling the activities of the Company. Management includes the directors, officers and other persons fulfilling a senior management function., close family members and enterprises controlled by these individuals, as well as certain persons performing similar functions.

Remuneration attributed to key management personnel are summarized as follows:

	Year ended September 30,	Year ended September 30,	Year ended September 30,
	2020		2019
Management fees	$ 21,000	$	-
Consulting fees	37,335		3,000
Exploration and evaluation expenditures	30,000		30,000
Total	$88,335	$	33,000

Other related party transactions:

As at September 30, 2020 $9,735 (2019 - $1,800) owing to related parties (Caerus Management & Kevin Piepgrass) was included in accounts payable and accrued liabilities. The amounts owing to the related parties are non-interest bearing, with no specific terms of repayment.

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FINANCIAL INSTRUMENTS

The Company’s financial instruments currently consist of cash, receivables, and accounts payable and accrued liabilities. The fair value of cash is based on Level 1 of the fair value hierarchy. The fair value of receivables and accounts payable and accrued liabilities approximate their book values because of the shortterm nature of these instruments. Moreover, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

PROPOSED TRANSACTIONS

On November 2nd, 2020 the Company entered into a letter of intent with Exploration Amseco Ltd (“Amseco”) pursuant to which Amseco proposes to acquire all of the issued and outstanding shares of the Company in exchange for common shares of New LithiumBank to be issued on a post-Share Consolidation basis.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The information included in the condensed interim financial statements and this MD&A is the responsibility of management, and their preparation in accordance with IFRS requires management to make estimates and their assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed interim financial statements, and the reported amount of expenses during the reported period. Actual results could differ from those estimates.

SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENT

In applying the Company’s accounting policies, management makes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. Actual results may differ from the judgments, estimates and assumptions made by management and will seldom equal the estimated results. Please refer to the Financial Statements for the years ended September 30, 2020 and 2019 for a full list of policies.

Critical Judgments

Management is required to assess exploration and evaluation assets for impairment. As part of this assessment, management must make an assessment as to whether there are indicators of impairment. If there are indicators, management performs an impairment test on the major assets within this balance.
The assessment of whether an acquisition meets the definition of a business or whether assets are acquired.
The determination of the functional currency of each entity within the Group; and
The assessment of the Company’s ability to continue as a going concern.

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Estimation Uncertainty

The inputs used in valuing share-based payments.

RISKS AND UNCERTAINTIES

The Company has not had a history of operations or earnings and the overall success of the Company will be affected by its current and future business activities.

Exploration, Development and Production Risks

The ability to perform exploration work at the Sturgeon Lake Property is dependent on LithiumBank having continued access to existing oilfield infrastructure in which the Leduc Formation aquifer brine is pumped upward from depths of >2,340 m upward to the Earth’s surface for assay sampling, mineral processing test work, and for consideration of any future commercial Li-brine extraction facility.

The most likely venture is for LithiumBank to form an agreement with current oil and gas producers at the Sturgeon Lake Property to access the brine for exploration and metal extraction test work. LithiumBank is in the process of negotiating with oil and gas companies to access the Devonian brine via current hydrocarbon-pumping infrastructure. Future study updates will be required to incorporate the details of any such agreement along with all ongoing associated exploration work.

An added complexity is that the main petro-operator at the Sturgeon Lake oilfield (CNRL) has suspended their wells due to the current price of oil. This in no way, shape or form undermines the fact that the Leduc Formation aquifer brine does contain elevated quantities of lithium, but it certainly does hinder access to the brine. The fact the wells are suspended does not mean the oilfield will never go into production again. The petro-operator could choose to wait for improved technology, infrastructure, or commodity pricing before continuing production.

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The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge of management and key employees and contractors of the Company may not eliminate. Few exploration and evaluation assets which are explored are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all mining operations, there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in the definition of a mineral resource. The Company’s operations will be subject to all of the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Company. The long-term commercial success of the Company depends on its ability to explore, develop and commercially produce minerals from its exploration and evaluation assets and to locate and acquire additional properties worthy of exploration and development for minerals.

Substantial Capital Requirements and Liquidity

There can be no assurance that debt or equity financing will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. In particular, failure to obtain such financing on a timely basis could cause the Company to forfeit its interest in its exploration and evaluation assets, miss certain acquisition opportunities and reduce or terminate its operations.

Competition

The mining industry is highly competitive. Many of the Company’s competitors for the acquisition, exploration, production and development of exploration and evaluation assets, and for capital to finance such activities, include companies that have greater financial and personnel resources available to them than the Company.

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Commodity Price Fluctuations

The prices of commodities vary on a daily basis. Price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. Lithium is a specialty chemical and is not a commonly traded commodity like copper, zinc, gold or iron ore. However, the price of lithium tends to be set through a limited long-term offtake market, contracted between the relatively few suppliers and purchasers.

Environmental Risks and Property-Related Uncertainties

Beyond Indigenous consultation, Provincial protected areas, and wildlife restriction zones, the authors are not aware of any environmental issues associated with the Property, or exploration strategies associated with early stage exploration assessment of deep-seated brine (<2,400 m depth), that would influence LithiumBank’s right or ability to perform work at the Sturgeon Lake Property.

LithiumBank’s mineral permits occur adjacent to 2 Sturgeon Lake First Nation Reserves, 154 and 154A, and Young’s Point Provincial Park. Specific land use conditions within the Sturgeon Lake Property include restrictions related to: 1) the Trumpeter Swan habitat, which form a buffer zone around identified lakes and water bodies and limit access development within 500 m of the high-water mark, and 2) key wildlife and biodiversity zones, which occur along the eastern margin of the Property and limit activity from January 15 to April 30 of each year.

All phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material.

Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at any future producing exploration and evaluation assets or require abandonment or delays in the development of new mining properties.

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Reliance on Key Personnel

Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited, and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel, as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this state of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Conflicts of Interest

The Company's directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers, or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities, or in negotiating and concluding terms respecting the extent of such participation.

Dividends

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Hedging

Although there were no hedging arrangements in place as of September 30, 2020, management may elect to use such instruments in the future. Derivative instruments may be used to manage changes in commodity prices, interest rates, foreign currency exchange rates, energy costs and the costs of other consumable commodities. Common inherent risks associated with derivative transactions include (a) credit risk resulting from a counterparty failing to meet its obligation, (b) market risk associated with changes in market factors that affect fair value of the derivative instrument, (c) basic risk resulting from ineffective hedging activities and (d) legal risk associated with an action that invalidates performance by one or both parties. There is no assurance that any hedging or other derivative program will be successful.

Mineral Resource Uncertainties

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty that may attach to mineral resources, there can be no assurances that mineral resources will be upgraded to mineral reserves as a result of continued exploration or during the course of operations.

There can be no assurances that any of the mineral resources stated in this MD&A or published technical reports of the Company will be realized. Until a deposit is extracted and processed, the quantity of mineral resources or reserves, grades, recoveries and costs must be considered as estimates only. In addition, the quantity of mineral resources or reserves may vary depending on, among other things, product prices. Any material change in the quantity of mineral resources or reserves, grades, dilution occurring during mining operations, recoveries, costs or other factors may affect the economic viability of stated mineral resources or reserves. In addition, there is no assurance that chemical recoveries in limited, small scale laboratory tests will be duplicated by larger scale tests or during production. Fluctuations in lithium/lithium product prices, results of future drilling, metallurgical testing, actual mining and operating results, and other events subsequent to the date of stated mineral resources and reserves estimates may require revision of such estimates. Any material reductions in estimates of mineral resources or reserves could have a material adverse effect on the Company.

Taxation

The Company may be Reliant on Third Party Reporting

The Company relies, and will rely, on public disclosure and other information regarding the properties in which it has an interest that it receives from the owners, operators and independent experts of such operations, and certain of such information is included in this MD&A. Such information is necessarily imprecise because it depends upon the judgment of the individuals who operate the properties, as well as those who review and assess the geological and engineering information. In addition, the Company must rely on the accuracy and timeliness of the public disclosure and other information it receives from the owners and operators of the properties, and uses such information in its analyses, forecasts and assessments relating to its own business and to prepare its disclosure with respect to its streams and royalties. If the information provided by such third parties to the Company contains material inaccuracies or omissions, the

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Company’s disclosure may be inaccurate and its ability to accurately forecast or achieve its stated objectives may be materially impaired, which may have a material adverse effect on the Company.

Substantial number of authorized but unissued shares

Permits and Licenses

The activities of the Company are subject to government approvals, various laws governing prospecting, development, land resumptions, production taxes, labour standards and occupational health, mine safety, toxic substances and other matters, including issues affecting local native populations. Amendments to current laws and regulations governing operations and activities of exploration and mining, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Company. Further, the mining licenses and permits issued in respect of its mineral property may be subject to conditions which, if not satisfied, may lead to the revocation of such licenses. In the event of revocation, the value of the Company’s investments in its exploration and evaluation assets may decline.

Title Risks

The acquisition of title to exploration and evaluation assets or interests therein is a very detailed and timeconsuming process. The exploration and evaluation assets may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects.

Limited Operating History

The Company was incorporated on November 20, 2017 and has yet to generate a profit from its activities. The Company will be subject to all of the business risks and uncertainties associated with any business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations. Even if the Company does undertake exploration activity on its exploration and evaluation assets, there is no certainty that the Company will produce revenue, operate profitably or provide a return on investment in the future.

Uninsured Risks

The Company, as a participant in mining and exploration activities, may become subject to liability for hazards that cannot be insured against or against which it may elect not to be so insured because of high premium costs. Furthermore, the Company may incur a liability to third parties (in excess of any insurance coverage) arising from negative environmental impacts or any other damage or injury.

Unforeseen Expenses

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Impact of COVID-19

The current outbreak of COVID-19 and any future emergence and spread of similar pathogens could have an adverse impact on global economic conditions, which may adversely impact the Company’s operations, and the operations of its suppliers, contractors and service providers, the ability to obtain financing and maintain necessary liquidity, and the ability to explore the Company’s properties. The outbreak of COVID19 and political upheavals in various countries have caused significant volatility in commodity prices. While these effects are expected to be temporary, the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time.

Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Travel bans and other government restrictions may also adversely impact the Company’s operations and the ability of the Company to advance its projects. In particular, if any employees or consultants of the Company become infected with Coronavirus or similar pathogens and/or the Company is unable to source necessary consumables or supplies, due to government restrictions or otherwise, it could have a material negative impact on the Company’s operations and prospects, including the complete shutdown of one or more of its exploration programs.

No Revenue and Negative Cash Flow

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.

Insurance

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Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy. No assurance can be given that insurance to cover the risks to which the Company's activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

DISCLOSURE CONTROLS AND PROCEDURES

FORWARD LOOKING STATEMENTS

Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not a guarantee of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

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necessary to conduct its planned exploration programs and to continue exploration on its properties; the failure to discover any significant amounts of lithium or other minerals on any of the Company’s properties; the fact that few properties which are explored are ultimately developed into producing mineral properties; the fact that the mineral industry is highly competitive and LithiumBank will be competing against competitors that may be larger and better capitalized, have access to more efficient technology, and have access to reserves of minerals that are cheaper to extract and process; the fluctuations in the price of minerals and the future prices of minerals; the fact that if the price of minerals deceases significantly, any minerals discovered on any of the Company’s properties may become uneconomical to extract; the continued demand for minerals and lithium; the fact that resource figures for minerals are merely estimates and no assurances can be given that any estimated levels of minerals will actually be produced; governmental regulation of mining activities and oil and gas in Alberta and elsewhere, the fact that commercial quantities of minerals may not be discovered on current properties or other future properties and even if commercial quantities of minerals are discovered, that such properties can be brought to a stage where such mineral resources can profitably be produced there from; the failure of plant or equipment processes, if any to operate as anticipated; the inability to obtain the necessary approvals for the further exploration and development of all or any of the Company’s properties; risks inherent in the mineral exploration and development business; the uncertainty of the requirements demanded by environmental agencies; the Company’s ability to hire and retain qualified employees and consultants necessary for the exploration and development of any of LithiumBank’s properties and for the operation of its business; and other risks related to mining activities that are beyond the Company’s control.

ADDITIONAL INFORMATION

Additional information about the Company, including the financial statements, is available on the Company website at https://www.LithiumBank.ca/

SCHEDULE “E”

The Unaudited Condensed Interim Financial Statements of Former Lithium For the Nine-Month Period Ended June 30, 2021

(See attached)

E-1

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LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JUNE 30, 2021 AND 2020

(Expressed in Canadian dollars)

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Condensed Consolidated Interim Statements of Financial Position

Unaudited - Expressed in Canadian dollars

		June 30,	September 30,
		2021	2020
	Notes	$	$
Assets
Current assets
Cash and cash equivalents	4	5,246,713	817,486
GST Receivable		35,229	-
Prepaid expenses and advances		24,784	25,801
		5,306,726	843,287
Non-current assets
Exploration and evaluation assets	5	96,832	20,000
Total Assets		5,403,558	863,287
Liabilities and Shareholders’ Equity
Liabilities
Current liabilities
Accounts payable and accrued liabilities		75,828	53,400
Total Liabilities		75,828	53,400
Shareholders’ Equity
Share capital	7	6,969,816	1,016,637
Reserves		497,164	-
Deficit		(2,139,250)	(206,750)
Total Shareholders’ Equity		5,327,730	809,887
Total Liabilities and Shareholders’ Equity		5,403,558	863,287

Nature of operations and going concern ( Note 1 ) Subsequent events ( Note 12 )

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Condensed Consolidated Interim Statements of Loss and Comprehensive Loss Unaudited - Expressed in Canadian dollars

		Three	Three
		Months	Months	Nine Months	Nine Months
		Ended June	Ended June	Ended June	Ended June
		30, 2021	30, 2020	30, 2021	30, 2020
	Note	$	$	$	$
Operating expenses
Consulting fees	6	116,821	-	260,005	-
General & administration	8	35,024	6,697	46,750	7,632
Exploration and evaluation	8	750,785	10,000	1,028,563	20,000
Management fees	6	37,500	-	98,000	-
Professional fees		69,338	7,500	158,096	7,500
Share-based payments	7	48,837	-	342,162	-
		(1,058,305)	(24,197)	(1,933,576)	(35,132 )
Other income (expense)
Interest income		1,016	-	1,268	-
Foreign exchange loss		(85)	-	(192)	-
		931	-	1,076	-
Net loss and comprehensive loss		(1,057,374)	(24,197)	(1,932,500)	(35,132)
Basic and diluted loss per common share		(0.04)	(0.00)	(0.08)	(0.00)
Weighted average number of
common shares outstanding –		26,875,069	13,900,000	22,816,935	15,688,971
basic and diluted

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity

Unaudited - Expressed in Canadian dollars

Share capital

	Number of		Subscriptions			Shareholders’
	shares	Amount	Receivable	Reserves	Deficit	equity
	#	$	$	$	$	$
Balance, September 30, 2019	9,700,000	63,127	(2,000)	-	(38,184)	22,943
Private placement	4,200,000	84,000	-	-	-	84,000
Loss for the period	-	-	-	-	(35,132)	(35,132)
				-
Balance, June 30, 2020	13,900,000	147,127	(2,000)		(73,316)	71,811
Private placements	4,300,000	860,000	-	-	-	860,000
Subscriptions received	-	-	2,000	-	-	2,000
Share issuance costs	-	(10,490)	-	-	-	(10,490)
Shares issued for E&E assets	1,000,000	20,000	-	-	-	20,000
Loss for the period	-	-	-	-	(133,434)	(133,434)
Balance, September 30, 2020	19,200,000	1,016,637	-	-	(206,750)	809,887
Private placements	9,476,250	6,531,000	-	-	-	6,531,000
Share issuance costs	-	(597,821)	-	155,002	-	(442,819)
Shares issued for services received	100,000	20,000	-	-	-	20,000
Share-based payment	-	-	-	342,162	-	342,162
Loss for the period	-	-	-	-	(1,932,500)	(1,932,500)
Balance, June 30, 2021	28,776,250	6,969,816	-	497,164	(2,139,250)	5,327,730

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Condensed Consolidated Interim Statements of Cash Flows

Unaudited - Expressed in Canadian dollars

	Nine Months	Nine Months
	Ended June	Ended June
	30, 2021	30, 2020
	$	$
OPERATING ACTIVITIES
Loss for the Period	(1,932,500)	(35,132)
Add items not affecting cash:
Shared-based compensation	342,162	-
Shares issued for services	20,000	-
Changes in non-cash working capital items:
GST receivable	(35,229)	-
Prepaid expenses and advances	1,017	-
Accounts payable and accrued liabilities	22,428	(2,087)
Net cash used in operating activities	(1,582,122)	(37,219)
INVESTING ACTIVITIES
Acquisition of exploration and evaluation assets	(76,832)	-
Net cash used in investing activities	(76,832)	-
FINANCING ACTIVITIES
Proceeds from issuance of common shares	6,088,181	83,998
Net cash provided by financing activities	6,088,181	83,998
Change in cash and cash equivalents during the period	4,429,227	46,779
Cash and cash equivalents, beginning of the period	817,486	24,743
Cash and cash equivalents, end of the period	5,246,713	71,522
Cash paid for:
Interest	-	-
Taxes	-	-
Non-cash investing and financing activities:
Fair value of broker warrants	155,002	-

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020 Unaudited - Expressed in Canadian Dollars

1. NATURE OF OPERATIONS AND GOING CONCERN

LithiumBank Holding Inc. (formerly Lithiumbank Resources Corp.) (the “Company”) was incorporated on November 20, 2017, pursuant to the provisions of the Business Company’s Act (British Columbia) and is the business of mineral exploration and development. The Company’s registered and records and head office is 10[th] floor - 595 Howe Street, Vancouver, British Columbia, V6C 2T5 Canada.

These condensed consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will be able to meet its obligations and continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Realization values may be substantially different from the carrying values as shown, and these condensed consolidated interim financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern.

The Company has incurred losses since its inception and the ability of the Company to continue as a going concern depends upon its ability to raise adequate financing and to develop profitable operations. As of June 30, 2021, the Company has accumulated a deficit of $2,139,250 and working capital of $5,230,898. Management estimates that the Company has sufficient working capital to support operations for the next twelve months. The condensed consolidated interim financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020 Unaudited - Expressed in Canadian Dollars

2. BASIS OF PREPARATION

(a) Statement of compliance

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as applicable to interim financial reports, including International Accounting Standard 34 Interim Financial Reporting. Therefore, these condensed consolidated interim financial statements do not include all the information and note disclosures required by IFRS for annual financial statements and should be read in conjunction with the annual consolidated financial statements for the year ended September 30, 2020 (“Annual Financial Statements”), which have been prepared in accordance with IFRS.

The accounting policies applied in preparation of these condensed consolidated interim financial statements are the same as those applied in the most recent Annual Financial Statements.

(b) Basis of measurement

These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for the revaluation of certain financial assets and financial liabilities to fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

(c) Functional and foreign currency

These condensed consolidated interim financial statements are presented in Canadian dollars, which is the Company’s functional currency. Foreign currency transactions are translated into Canadian dollars using the exchange rates at the date of the transactions. Foreign exchange gains or losses resulting from the settlement of transactions and from the translation at year-end rate of monetary assets and liabilities denominated in foreign currencies are recognized in the Statements of Loss and Comprehensive Loss.

(d) Basis of consolidation

The Company’s condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company, where control is achieved by the Company being exposed to, or having rights to, variable returns from its involvement with the entity and having the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and are deconsolidated from the date that control ceases. As at June 30, 2021, the Company has 2277445 Alberta Ltd as the only wholly owned subsidiary.

All inter-company transactions, balances, income and expenses are eliminated on consolidation.

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020 Unaudited - Expressed in Canadian Dollars

2. BASIS OF PREPARATION (CONTINUED)

(e) Critical accounting judgments, estimates and assumptions

The preparation of these condensed consolidated interim financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated interim financial statements include estimates, which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated interim financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical judgments

i. The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty (note 1).
ii. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfer and title may be affected by undetected defects.
iii. Judgment is required in determining whether deferred tax assets are recognized in the statement of financial position. Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets.

Estimation Uncertainty

i. Recoverability of exploration and evaluation assets or cash-generating units (“CGU”) are evaluated at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when assessing whether there are indications of impairment for the Company’s exploration and evaluation assets.
ii. The fair value of accrued liabilities at the time of initial recognition is made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors.

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020 Unaudited - Expressed in Canadian Dollars

2. BASIS OF PREPARATION (CONTINUED)

(e) Critical accounting judgments, estimates and assumptions (continued)
iii. The inputs used in valuing share-based payments. The Company uses the fair value method to account for all share-based awards granted, modified or settled, and the Black-Scholes option pricing model to determine the fair value of stock options granted. As such, a sharebased payment is recorded based on the estimated fair value of options with a corresponding credit to contributed surplus. Significant estimates in the Black-Scholes option pricing model include the risk-free interest rate, estimated annualized volatility, and the expected life.

3. SIGNIFICANT ACCOUNTING POLICIES

These condensed consolidated interim financial statements follow the same accounting principles and methods of application of those disclosed in Note 3 of the Company’s Audited Consolidated Financial Statements as at and for the year ended September 30, 2020.

4. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash held in banks and a term deposit.

	As at June 30, 2021	As at September 30, 2020
	$	$
Cash	5,217,929	817,486
Term deposit	28,784	-
	5,246,713	817,486

As at June 30, 2021, the Company has one term deposit in the amount of $28,750 maturing on January 7, 2022 with interest at prime less 2.2%. During the nine months ended June 30, 2021, the Company recognized total interest income of $1,268; of which $34 (June 30, 2020 - $nil) is from a variable rate GIC, $10 from interest on GST refund and $1,224 from the term deposit (June 30, 2020 - $nil).

5. EXPLORATION AND EVALUATION ASSETS

The Company’s exploration and evaluation assets are currently comprised of 122 mineral claims that can be further broken down into the following categories:

Clarke Lake
Fox Creek
Nipisi Lake
Sturgeon lake
Swan Hills

The following table summarizes the Company’s exploration and evaluation assets transactions for the nine months ended June 30, 2021 and the year ended September 30, 2020:

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020 Unaudited - Expressed in Canadian Dollars

5. EXPLORATION AND EVALUATION ASSETS (CONTINUED)

	Clarke	Fox		Sturgeon	Swan
	Lake	Creek	Nipisi	Lake	Hills	Others(1)	Total
	$	$	$	$	$	$	$
Acquisition costs
Balance, September 30, 2019							-
Acquisitioncosts	-	16,000	-	4,000	-	-	20,000
Balance, September 30, 2020	-	16,000	-	4,000	-	-	20,000
Acquisition costs	39,863	-	9,406	7,219	7,219	13,125	76,832
Balance,June 30,2021	39,864	16,000	9,406	11,219	7,219	13,125	96,832

Note: (1) Kakwa $10,500 and Valhalla $2,625

During the year ended September 30, 2020, the Company acquired a 100% interest in various claims located in Alberta, Canada (Fox Creek & Sturgeon Lake). As consideration for these two projects, the Company issued 1,000,000 common shares with a fair value of $20,000.

6. RELATED PARTY TRANSACTIONS AND BALANCES

[a] Key management compensation

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers. Compensation to key management during the periods were as follows:

	Three	Three
	Months	Months	Nine Months	Nine Months
	Ended June	Ended June	Ended June	Ended June
	30, 2021	30, 2020	30, 2021	30, 2020
	$	$	$	$
Management fees	37,500	-	98,000		-
General Consulting fees	12,432	-	72,961		-
Geological consulting	17,500	-	47,750		-
fees
Share-based payments	-	-	191,139		-
Total	67,432	-	409,850		-

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020 Unaudited - Expressed in Canadian Dollars

6. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)

[b] Amounts due to related parties

As at June 30, 2021, there was $5,250 (September 30, 2020 - $nil) owing to the VP of operations. The amount is unsecured, non-interest bearing, and due on demand.

7. SHARE CAPITAL

[a] Authorized

The authorized share capital of the Company consists of an unlimited number of common shares without par value.

[b] Issued and outstanding

As at June 30, 2021, 28,776,250 (Sep. 30, 2020 – 19,200,000) common shares were issued and outstanding.

During the nine months ended June 30, 2021:

The Company completed non-brokered private placements and issued, during the months of October and November 2020, 1,750,000 common shares at a price of $0.20 per share for total cash proceeds of $350,000. During the months of April and May 2021 the Company issued 7,726,250 units at a price of $0.80 per unit. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at an exercise price of $1.20 per common share for a period of twelve months from the date of issue.

The Company issued 100,000 common shares with a fair value of $20,000 for geological consulting services received.

The Company recognized $155,002 as share issuance costs related to the compensation warrants which were valued using the Black-Scholes option pricing model under the following assumptions: a risk-free interest rate of 0.49%, estimated annualized volatility of 104.81%, an expected life of 1 year, nil dividend yield, an $0.80 share price, and an exercise price of $0.80.

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020 Unaudited - Expressed in Canadian Dollars

7. SHARE CAPITAL (CONTINUED)

During the year ended September 30, 2020:

The Company completed a non-brokered private placement and issued 4,200,000 common shares at a price of $0.02 per share for proceeds of $84,000.

The Company issued 1,000,000 common shares with a fair value of $20,000 to acquire exploration and evaluation assets.

The Company completed a non-brokered private placement and issued 4,300,000 common shares at a price of $0.20 per share for gross proceeds of $860,000. The company incurred share issuance costs $10,490 in connection with this transaction.

[c] Common share purchase warrants

Common share purchase warrant transactions and the number of common share purchase warrants outstanding are summarized below:

	Weighted Average	Weighted Average
	Exercise Price
	Number	$
Balance, September 30, 2020 and 2019	-	-
Issued	3,863,125	1.20
Balance,June 30,2021	3,863,125	1.20
	Number of
Date of Expiry	Warrants Outstandingand	Exercise Price
	exercisable	$
April 16, 2022	2,022,500	1.20
April 28, 2022	1,066,875	1.20
May 03, 2022	773,750	1.20
Balance,June 30,2021	3,863,125	1.20

The remaining life of the common share purchase warrants at June 30, 2021 is 0.81 (September 30, 2020 – N/A)

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020

Unaudited - Expressed in Canadian Dollars

7. SHARE CAPITAL (CONTINUED)

[d] Compensation warrants

		Weighted
		Average
		Exercise
		Price
	Number	$
Balance, September 30, 2020	-	-
Issued	482,901	0.80
Balance,June 30,2021	482,901	0.80

At June 30, 2021 482,901 compensation warrants with an exercise price of $0.80 and an expiry date of May 03, 2022 were outstanding. The remaining life of the compensation warrants at June 30, 2021 is 0.84 (September 30, 2020 – N/A) years. Each compensation is exercisable into one common share and one half of one underlying broker warrant. Each underlying broker warrant is exercisable into one common share at a price of $1.20 for a period of 12 months from the date of issue.

[e] Stock Options

The Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Each option agreement with the grantee sets forth, among other things, the number of options granted, the exercise price and the vesting conditions of the options. Under the plan, the exercise price of each option equals the market price of the Company's stock, less an applicable discount, as calculated on the date of grant. The options can be granted for a maximum term of 10 years and vest at the discretion of the board of directors.

The exercise price will be set by the directors at the time of grant and cannot be less than the discounted market price of the Company’s common shares.

A continuity of stock options is as follows:

		Weighted Average	Weighted Average
	Number		Exercise Price
Balance, September 30, 2020 and 2019	-	$	-
Granted	2,195,000		0.23
Balance,June 30,2021	2,195,000	$	0.23

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020 Unaudited - Expressed in Canadian Dollars

7. SHARE CAPITAL (CONTINUED)

[e] Stock Options (continued)

Stock options issued and exercisable as at June 30, 2021 is as follows:

		Exercise	Number of Options	Number of Options
Expiry Date		Price	Issued	Exercisable
April 01, 2023	$	0.20	100,000	100,000
May 27, 2023	$	0.80	100,000	100,000
October 28, 2025	$	0.20	1,995,000	1,995,000
			2,195,000	2,195,000

As at June 30, 2021, the weighted average remaining life for outstanding stock options was 4.10 years.

Share-based payment expense is determined using the Black-Scholes option pricing model. During the nine months ended June 30, 2021, the Company recognized share-based payments of $342,162 (2020 - $nil) in reserves, which pertains to options granted to directors, officers and consultants of the Company. Weighted average assumptions used in calculating the fair value of share-based compensation expense are as follows:

	Nine Months Ended
	June 30, 2021
Risk-free interest rate	0.24%
Estimated annualized volatility	98.75%
Expected life (years)	4.73
Expected dividend yield	0%
Exercise price	$0.23
Fair value per option	$0.16

8. OPERATING EXPENSES

[a] General and administrative expenses

The following table summarizes the Company’s general and administrative expenses:

	Three Months	Three Months	Nine Months	Nine Months
	Ended	Ended	Ended	Ended
	June 30,	June 30,	March 31,	March 31,
	2021	2020	2021	2020
	$	$	$	$
Marketing	-	-	1,076	-
Membership dues	-	-	3,532	-
Office and general	10,462	6,697	14,616	7,632
Travel and	24,562	-	27,526	-
accommodation
Total	35,024	6,697	46,750	7,632

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020 Unaudited - Expressed in Canadian Dollars

8. OPERATING EXPENSES (CONTINUED)

[b] Exploration expenditures

The following table summarizes the Company’s exploration expenditures:

	Three Months	Three Months	Nine Months
	Ended	Ended	Ended	Nine Months
	June 30,	June 30,	June 30,	Ended June
	2021	2020	2021	30, 2020
	$	$	$	$
Consulting	-	10,000	699,330	20,000
Drilling and geological	465,214	-	1,538	-
Sampling and related	285,571	-	327,477	-
Travel expenses	-	-	218	-
Total	750,785	10,000	1,028,563	20,000

9. CAPITAL MANAGEMENT

The Company is largely dependent upon external financings to fund activities. To carry out planned acquisition and development and pay for administrative costs, the Company will spend its existing working and raise additional funds as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financing resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes to the Company’s approach to capital management during the nine months ended June 30, 2021. The Company is not subject to externally imposed capital restrictions.

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020 Unaudited - Expressed in Canadian Dollars

9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

[a] Fair value

IFRS 13 establishes a fair value hierarchy for financial instruments measured at fair value that reflects the significance of inputs used in making fair value measurements as follows:

Level 1  quoted prices in active markets for identical assets or liabilities. Level 2  inputs other than quoted prices included in Level 1 that are observable for the asset or liabilities, either directly (i.e., as prices) or indirectly (i.e., from derived prices); and

Level 3  inputs for the asset or liability that are not based upon observable market data.

The fair value of cash and cash equivalents is based on Level 1 inputs. The fair value of GST receivable and accounts payable and accrued liabilities approximates fair value due to their short-term nature.

[b] Credit risk

Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises for the Company from its cash and cash equivalents and GST receivable. Concentration of credit risk exists with respect to the Company’s cash and cash equivalents, as all amounts are held at a major Canadian financial institution.

The credit risk associated with cash and cash equivalents is minimized by ensuring that substantially all dollar amounts are held with a major financial institution with strong investment-grade ratings by a primary ratings agency.

[c] Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon equity issuances as its sole source of cash. The Company manages liquidity risk by trying to maintain an adequate level of cash and cash equivalents to meet its ongoing obligations. The Company continuously reviews its actual expenditures and forecasted cash flows and matches the maturity dates of its cash equivalents to capital and operating needs. The Company normally maintains sufficient cash to meet the Company’s business requirements. As at June 30, 2021, the Company had a cash balance of $5,246,713. Management estimates these funds are sufficient to meet its current obligations.

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020 Unaudited - Expressed in Canadian Dollars

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

[d] Market risk

i. Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in the market interest rates. The Company’s terms deposit earns interest at prime less 2.2%. Fluctuations in the prime lending rate would have an insignificant impact on profit or loss in the period.

ii. Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company hold minimal financial instruments in foreign currency, as such, currency risk is insignificant.

iii. Price risk

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk). The Company’s ability to raise capital to fund exploration activities is subject to risks associated with fluctuations in the market price of lithium. The Company closely monitors commodity prices to determine appropriate course of actions to be taken.

11. SEGMENTED INFORMATION

The Company operates in one reportable segment, being the exploration and evaluation of mineral properties. All the Company’s exploration and evaluation assets are located in Canada.

12. SUBSEQUENT EVENTS

On July 13, 2021, the Company, formerly Lithiumbank Resources Corp., and 1311003 B.C. Ltd were amalgamated as one company under the name Lithiumbank Holdings Inc. Pursuant to the amalgamation, the Company become a wholly owned subsidiary of Lithiumbank Resources Corp., formerly Richmond Street Capital Corp. (“Lithiumbank”). All of the shareholders who owned shares in the Company immediately before the amalgamation were issued one Lithiumbank share in exchange for every one share of the Company held by such holder. The transaction was considered a reverse takeover whereby former shareholders of the Company obtained control over Lithiumbank.
In August 2021 the Company acquired a total of 45,849 hectares of subsurface rights in the Province of Saskatchewan, spending a total of $998,875.
On September 27, 2021, the Company completed a private placement for gross proceeds of $4,521,350, consisting of 3,014,233 special warrants at $1.50 per special warrants. Each special warrant consists of one common share and one-half of one common share purchase

LITHIUMBANK HOLDINGS INC. (Formerly Lithiumbank Resources Corp.)

// Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended June 30, 2021 and 2020

Unaudited - Expressed in Canadian Dollars

warrant, with each whole warrant being exercisable at $2.00 per share for a period of 36 months. In connection with the private placement, the Company paid $361,708 and issued 241,138 warrants as finders’ fees. The warrants issued as finders’ fees have the same terms as the warrants issued under the private placement. The warrants issued as finders’ fees have the same terms as the warrants issued under the private placement.

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On October 15, 2021, the Company completed a private placement for gross proceeds of$2,327,634, consisting of 1,551,756 special warrants at $1.50 per special warrants. Eachspecial warrant consists of one common share and one-half of one common share purchasewarrant, with each whole warrant being exercisable at $2.00 per share for a period of 36months. In connection with the private placement, the Company paid $186,211 and issued124,140 warrants as finders’ fees. The warrants issued as finders’ fees have the same termsas the warrants issued under the private placement.

SCHEDULE “F”

The Management Discussion and Analysis of Former Lithium for the nine-month period ended June 30, 2021

(See attached)

F-1

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LITHIUMBANK HOLDINGS INC. (formerly Lithiumbank Resources Corp.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the nine months ended June 30, 2021 As of November 29, 2021

This Management’s Discussion and Analysis (“MD&A”) of LithiumBank Holdings Inc., formerly Lithiumbank Resources Corp., (the “Company” or “LithiumBank”) is for the nine months ended June 30, 2021, and is performed by management using information available as of August 11, 2021. This MD&A should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements for the nine months ended June 30, 2021, the Company’s audited consolidated financial statements for the year ended September 30, 2020, and the notes thereto (“Financial Statements”). The Company’s Financial Statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. This MD&A complements and supplements but does not form part of the Company’s condensed interim consolidated financial statements.

This MD&A is prepared in conformity with National Instrument (“NI”) 51-102F1 Continuous Disclosure Obligations. All dollar amounts referred to in this discussion and analysis are expressed in Canadian dollars,

except where indicated otherwise. This MD&A has taken into account information available up to and including August 11, 2021

FORWARD-LOOKING STATEMENT

This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws that may not be based on historical facts, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “predict”, “project”, “potential”, “continue”, “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words and similar expressions.

Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this MD&A include but are not limited to statements relating to:

Developments in the Company’s operations in future periods;
the Company’s ability to obtain funding for our operations, including funding for
the Company’s ability to effectively implement planned exploration programs;
Management’s outlook regarding future trends;
unexpected events and delays in the course of its exploration and drilling programs;
the failure to discover any significant amounts of lithium or other minerals on any of the Company’s properties;
risks inherent in the mineral exploration and development business;
the Company’s ability to retain qualified consultants necessary for the exploration and development of any of the Company ’s properties and for the operation of its business;
the adequacy of cash resources to carry out the Company’s exploration programs;
the Company’s business model and strategic plans;
the impact of general business and economic conditions;
risk related to the Company’s dependence on key personnel;
the compensation that is expected to be paid to consultants of the Company;
the Company’s future financial performance and projected expenditures;

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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estimates of our expenses, capital requirements, and the Company’s needs for additional financing;
governmental regulation of mining activities and oil and gas in Alberta and elsewhere;
the Company’s ability to obtain the necessary licenses and permits; and,
other risks related to mining activities that are beyond the Company’s control.

All forward-looking statements, including those not specifically identified herein, are made subject to cautionary language below. Readers are advised to refer to the cautionary language when reading any forward-looking statements.

The Company disclaims any obligation to update any forward-looking statements, except as required by law, whether as a result of new information, future events or results or otherwise.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other

factors, which could cause actual events or results to differ materially from those expressed or implied by

the forward-looking statements, including, without limitation:

actual results of current exploration activities;
fluctuations in mineral prices;
the Company’s dependence on a limited number of mineral projects;
the nature of mineral exploration and mining and the uncertain commercial viability of certain mineral deposits;
the Company’s lack of operating revenues;
the Company’s ability to obtain necessary financing to fund the development of its mineral properties or the completion of further exploration programs;
jurisdiction operating risks that can over time include changes in political, economic, regulatory and taxation regimes;
governmental regulations and specifically the ability to obtain necessary licenses and permits;
risks related to the Company’s mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title;
changes in environmental laws and regulations that may increase costs of doing business and restrict the Company’s operations;
risks related to the Company’s dependence on key personnel;
estimates used in the Company’s consolidated financial statements proving to be incorrect;
the accuracy of public statements and disclosures made by the owners or operators of such underlying properties;
the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production;
integration of acquired assets;
actual results of current exploration activities;
exploration project closings or delays due to health pandemics, war, terrorism, or other yet unknown global or regional man-made or natural catastrophes;
the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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CORPORATE OVERVIEW

The Company’s registered office is 10[th] floor, 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

LithiumBank is a Canadian-based resource Company incorporated under the Business Corporations Act of British Columbia on November 20, 2017. LithiumBank is creating an opportunity to participate in the future of clean-tech energy. The Company’s strategy is to acquire and consolidate high quality lithium exploration projects that have had meaningful capital invested during the “Electric Vehicle 1.0” bull market. Formed by a highly experienced, well qualified and recognized management team. LithiumBank staked lithium rights to over 2,300,000 acres of one of the most attractive and prospective world-class reef trends.

LithiumBank has acquired 100% minerals interest in separate lithium-brine properties in west-central Alberta: Sturgeon Lake, Swan Hills, Kakwa Area, Valhalla Area, Fox Creek Area, Simonette, and Nipisi Area. The Sturgeon Lake Property is situated in an area of west-central Alberta where Government and industry hypersaline formation water (or brine) studies have documented anomalous values of lithium in Late Devonian (Frasnian) aquifers associated with carbonate buildups of the Woodbend Group, Leduc Formation. Access to the deep-seated confined Leduc Formation aquifer brine at the Sturgeon Lake Property is through existing oil and gas wells that have pumped the brine from depths of more than 2,350 m to the earth’s surface – essentially as wastewater associated with hydrocarbon products. Once the petroleum is extracted the brine is pumped, or injected, back down into its original Devonian aquifer. Hence, there is a coproduct opportunity to recovery lithium from the petro-operations brine circuit.

At present and as determined by the petro-operator, the Leduc wells producing from the Sturgeon Lake reservoir are in suspended state (i.e., an oil and gas well that has not been used for production, injection, or disposal for a specified amount of time). However, LithiumBank has formed an access agreement (on May 14, 2021) with the petro-operator to reopen and obtain brine from the wells. 4 wells were reopened by the operator in August, 2021 and samples were taken and are being processed.

The Company currently has no producing properties and consequently no operating income. The recovery of the amounts comprising exploration and evaluation assets are dependent upon: (1) the ability of the Company to obtain necessary financing to successfully complete the exploration and development of those reserves, and (2) upon future profitable production or on selling of exploration assets. It is the intention of the Company to obtain financing through access to public equity markets, and debts as sources of funding for its exploration expenditures and to meet ongoing working capital requirements.

OUTLOOK

LithiumBank has welcomed a new management team with a track record of success in the mineral exploration and development sector. This new exploration team has extensive regional knowledge and expertise. That experience will execute an aggressive exploration program that is fully funded based on preliminary plans through 2022.

Strategic approach:

Acquire claims in known lithium high grade hot spots with existing wells and infrastructure.
Over 300 wells exist on LithiumBank’s existing claims which could be leveraged to quickly and cost effectively establish large-scale lithium resources.
Positioned in reservoirs that provide a unique combination of scale, grade and exceptional flow rates that are necessary for direct brine lithium production.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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Opportunity to repurpose existing oil infrastructure, developing lithium resources at a low cost.
Continued strategic acquisition of additional prospective ground.
Apply an owner-operator culture with respect to management of the business. Limit expenses and own projects that are cost effective to advance.

HIGHLIGHTS

[a] On June 30, 2021, the Company entered into an amalgamation agreement with Richmond Street Capital Corp., a corporation existing under the Business Corporations Act (British Columbia) ("Richmond") and 1311003 B.C. Ltd., a corporation existing under the Business Corporations Act (British Columbia) ("Subco"). Per the agreement, Subco is a newly incorporated, wholly owned subsidiary of Richmond. And, it is intended that the Company and Subco will amalgamate under the provisions of the BCBCA (the "Amalgamation") and the terms and conditions of this Agreement to form one corporation, which will continue under the name LithiumBank Holdings Inc. ("Amalco"); and, Upon the closing date, among other things, 28,776,250 common shares of the Company will be exchanged for common shares of Richmond in accordance with the provisions of the Agreement.
[b] The Company completed non-brokered private placements and issued, during the months of October and November 2020, 1,750,000 common shares at a price of $0.20 per share for total cash proceeds of $350,000. During the months of April and May 2021 the Company issued 7,726,250 units at a price of $0.80 per unit. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at an exercise price of $1.20 per common share for a period of twelve months from the date of issue.
[c] During the nine months ended June 30, 2021, the Company issued 100,000 common shares for services valued at $20,000.
[d] During the nine months ended June 30, 2021 the Company successfully acquired an additional 69 permits in Alberta (Nipisi 15; Sturgeon lake 8; Kakwa 16; Valhalla 4; and Swan Hills 11) and 15 permits for the Clarke lake project in British Columbia.
[e] 19 additional permit applications have been submitted to Alberta Energy for the Sturgeon lake, Kakwa and Valhalla areas.
[f] On July 13, 2021 the following were appointed as director of the Company :
Robert Shewchuk;
Taylor MacDonald;

Sturgeon Lake Project

[a] The Sturgeon Lake Property is comprised of 28 Alberta Metallic and Industrial Mineral Permits that collectively form a contiguous package of land that totals 227,937.5 hectares. The permits were acquired directly from the Government of Alberta through the Provinces on-line mineral tenure system. LithiumBank has 100% ownership of the mineral rights at the Sturgeon Lake Property. Eighteen of the 28 mineral permits encompass the Sturgeon Lake Leduc Formation reef complex and reservoir.
[b] Oil and Gas production at Sturgeon Lake has been active since 1955.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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[c] In 2011, Lithium Exploration Group Inc. sampled and analyzed brine from 60 separate wells in the Sturgeon Lake oilfield that averaged 67mg/L lithium.
[d] In 2017, the Saskatchewan Research Council (“SRC”) reported an average of 71mg/L lithium from an additional 7 wells and a 400L mini bulk sample taken by Apex Geosciences.
[e] LithiumBank plans to sample four wells in the Sturgeon Lake property. Two of these wells will be located in the previously unsampled area in the south with potential to expand the resource.
[f] Simonette is consists of 6,686 ha of land overlying the Simonette gas pool in the Leduc formation.

Clarke lake

[a] Clarke Lake comprises 56,390 acres of land near Fort Nelson. LithiumBank’s plan to sample 13 wells is currently underway as of the date of the report.

Fox Creek

[a] Fox Creek is comprised of two separated blocks of land. The northern block consists of 76,825 hectares of contiguous ground and the southern block which consists of 238,545 hectares.
[b] To date, ten samples have been taken from 10 different wells from the Triassic aged Montney formation in the northern block.
[c] A seismic study on both north and south blocks is underway.
[d] A hydrogeological study of the Leduc formation is underway.
[e] LithiumBank is planning to sample all available wells that target the Leduc Formation.

Nipisi

[a] Nipisi consists of 129,563 contiguous hectares of land.
[b] Samples from eight wells have been collected. All samples are from Devonian aged formations of the Gillwood, Slave Point and Keg River.

Swan Hills

[a] Swan Hills consists of 115,455 hectares from six separate blocks of land.
[b] Samples from seven wells have been collected.
[c] All samples were taken from the Swan Hills formation.
[d] Additional sampling is expected.

Kakwa

[a] Kakwa consists of 107,892 contiguous hectares.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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[b] LithiumBank is planning an initial sampling program of 10-15 wells.

Valhalla

[a] With permits applications made in June 2021, Valhalla will consist of 36,111 hectares from two blocks of land.
[b] LithiumBank is planning a 5-10 well sampling program.

Exploration and evaluation expenditures

The following table provides a property-by-property breakdown of exploration and evaluation expenditures for the period ended June 30, 2021:

	Period ended June 30,	Period ended June 30,
	2021	2020
	$	$
Clarke Lake	46,620	-
Fox Creek	413,559	20,000
Kakwa	19,329	-
Meekwap	9,263	-
Nipisi	18,733	-
Others	702	-
Sturgeon Lake	507,947	-
Swan Hills	12,410	-
Total exploration and evaluation expenses	1,028,563	20,000

PROPERTY DESCRIPTION AND LOCATION

Description and Location

The Sturgeon Lake Property is in west-central Alberta, Canada, directly south and west of the Town of Valleyview, approximately 85 km east of the City of Grande Prairie and 270 km northwest of the City of Edmonton.

The Sturgeon Lake Property is comprised of 28 Alberta Metallic and Industrial Mineral Permits that collectively form a contiguous package of land that totals 227,937.5 hectares. The permits were acquired directly from the Government of Alberta through the Provinces on-line mineral tenure system. LithiumBank has 100% ownership of the mineral rights at the Sturgeon Lake Property. Eighteen of the 28 mineral permits encompass the Sturgeon Lake Leduc Formation reef complex and reservoir.

The Property can be accessed by Provincial highways and secondary one- or two-lane all-weather roads. Access within the property is further facilitated by numerous all weather and dry weather gravel roads and tracks, many of which are serviced year-round due to oil and gas exploration in the area.

Property Rights and Maintenance

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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keep the permits in good standing. Work requirements for maintenance of permits in good standing are $5.00/ha for the 1st term, $10.00/ha for each of the 2nd and 3rd terms, and $15.00/ha for each the 4th, 5th, 6th, and 7th terms.

The statutes also provide for conversion of Permits to Leases once a mineral deposit has been identified. A Metallic and Industrial Minerals Subsurface Reservoir Lease grants the right to conduct operations to remove a Crown mineral in the subsurface reservoir zone to create a subsurface cavern and/or to use a subsurface cavern for the purpose of storing approved substances. The term of a Subsurface Reservoir Lease is 15 years, and it may be renewed. Annual rent is payable in the amount determined under the lease.

Complete terms and conditions for mineral exploration permitting and work can be found in the Alberta Mines and Minerals Act (Metallic and Industrial Minerals Tenure Regulation, May 13, 2020). These and other acts and regulations, with respect to mineral exploration and mining, can be found in the Laws Online section of the Government of Alberta website: https://open.alberta.ca/publications/2005_145.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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Figure I: Overview of LithiumBank’s Alberta lithium-brine properties. The Sturgeon Lake Property.

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Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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Figure II: Exploration permits at LithiumBank’s Sturgeon Lake Property. Permit agreement numbers pre-fixed with an “A” are now granted and active

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Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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EXPLORATION WORK AND RECOMMENDATIONS

During 2021, LithiumBank acquired a series of existing two-dimensional (2-D) seismic line profiles and data that encompasses their Sturgeon Lake Property. The seismic information included a total of 7 twodimensional seismic lines totalling 67 line-kilometres. The original seismic surveys were conducted between 1982 and 1990.

Reinterpretation of seismic data was conducted to advance the spatial definition and reservoir characteristics of the Leduc Formation reef underlying the Sturgeon Creek Property. The information resulted in a better understanding of the dimensions of the Leduc Formation reefal buildups. In addition, the seismic information advanced the Company’s understanding of the underlying structural geology that may be responsible for the location and development of the reefs and could potentially act as sources of fluid flow of hot geothermal fluids that may be enriched in lithium from the crystalline basement and/or clastic units overlying the basement (i.e., the Granite Wash).

LithumBank’s Sturgeon Lake Property is an early-stage exploration project. Historical work has shown that the Devonian Leduc Formation aquifer underlying the Property has anomalous concentrations of lithium, and therefore, LithumBank’s Sturgeon Lake Property is a property of merit and additional exploration work is recommended. Two phases of exploration are recommended that include:

Phase 1 work is related to a recent brine access agreement that will permit LithiumBank to corroborate with the petro-operator to re-open suspended wells, collect Leduc Formation aquifer brine samples for further assay testing and mineral processing (lithium recovery) test work. Phase 1 work was completed in August, 2021.
Phase 2 is dependent on the positive results of the Phase 1 work. Phase 2 is intended to advance the project toward resource reclassification and economic valuation technical reporting. Work to accomplish this will include refinement of the lithium recover process flowsheet and test work toward a demonstration pilot plant. Phase 2 work is currently underway.

The estimated cost of the Phase 1 and Phase 2 work is CDN$440,000 and CDN$632,500, respectively, with 10% contingencies (Table 1.1). The combined work recommendations, with a 10% contingency, cost an estimated CDN$1,072,500.

MINERAL RESOURCE ESTIMATES

LithiumBank’s Sturgeon Lake Li-Brine Project is an early-stage exploration project. Stratigraphically, the resource area is confined to the subsurface, confined Devonian Leduc Formation aquifer underlying the Property.

The Li-brine Technical Report prepared by a multi-disciplinary team that include geologists, hydrogeologist, and chemical engineers with relevant experience in the geology of the Western Canada Sedimentary Basin, brine geology/hyrdrogeology, and Li-brine processing, assert that there is a collective agreement that the LithiumBank lithium-brine project at the Sturgeon Lake Property has reasonable prospects for eventual economic extraction of lithium from brine, and the author of the report, Mr. Eccles P. Geol. takes responsibility for this statement.

The Sturgeon Lake Leduc Formation Li-brine resource estimate is classified as an ‘Inferred Mineral Resource’ in accordance with guidelines established by the CIM “Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines” dated November 29th, 2019, and the CIM “Definition Standards for Mineral Resources and Mineral Reserves” amended and adopted May 10th, 2014.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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It is the opinion of the senior author and QP that the project requires further detail to elevate the resource to a higher classification level. This work includes additional brine sampling and ongoing brine processing test work toward the development of a modern lithium extraction technology.

The Sturgeon Lake Leduc Formation Li-brine inferred resource estimate is globally estimated at 1,122,000 tonnes of elemental Li (Table 14.11). The global (total) lithium carbonate equivalent (LCE) for the main resource is 5,973,000 tonnes LCE.

QUALIFIED PERSON

Kevin Piepgrass, Professional Geologist, registered at the Association of Professional Engineers and Geoscientists of British Columbia, is a QP “qualified person” as defined by NI 43-101, and supervised the preparation of the scientific and technical information that form the basis for this MD&A. Mr. Piepgrass is a consultant at the Company.

FINANCIAL INFORMATION AND ANALYSIS

Three months ended June 30, 2021

During the three months ended June 30, 2021 (“Q3 2021”), the Company reported a net loss of $1,057,374 or $0.04 per basic share compared to a loss of $24,197 or $0.00 per basic shares during the three months ended June 30, 2020 (“Q3 2020”). Significant changes in operating expenses during the three months ended June 30, 2021 were as follows:

Exploration and evaluation costs increased by $740,785 in Q3 2021 as compared to Q3 2020. This change was mainly driven by sampling activities, increase in consulting services and seismic data purchases.
Consulting fees increased by $116,821 in Q3 2021 as compared to Q3 2020. This increase is due to consulting services acquired for the on-going projects of the Company.
Professional fees increased by $61,838 in Q3 2021 as compared to Q3 2020. This increase is due to legal services received for general corporate matters.
Management fees increased by $37,500 in Q3 2021 as compared to Q3 2020. This increase is mainly due to the services provided by the Chief Executive Officer. This service was not provided in Q2 2020.

Nine months ended June 30, 2021

During the nine months ended June 30, 2021 (“YTD 2021”), the Company recorded a net loss of $1,932,500 or $0.08 per basic share compared to a loss of $35,132 or $0.00 per basic share during the six months ended June 30, 2020 (“YTD 2020”). The increase in the loss was due to an increase in exploration and evaluation activities, consulting and management fees, and share-based payments. Significant changes in operating expenses during the six months ended June 30, 2021 were as follows:

Exploration and evaluation costs increased by $1,008,563 in YTD 2021 as compared to YTD 2020. This change was mainly driven by the initiation of sampling activities and increase in geological consulting services.
Consulting fees increased by $260,005 in YTD 2021 as compared to YTD 2020. This increase is due to consulting services acquired for the on-going projects of the Company.
Professional fees increased by $150,596 in YTD 2021 as compared to YTD 2020. This increase is due to general corporate matters relating to the Company’s on-going activities.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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Management fees increased by $98,000 in YTD 2021 as compared to YTD 2020. There were no management fees in YTD 2020.
Share-based payments increased by $342,162 in YTD 2021 as compared to YTD 2020. The Company recorded expenses from the 2,195,000 stock options granted during the period and vesting in full on the grant date. There were no options granted in the prior year.

The Company did not earn any revenue since inception. The Company focused on creating infrastructure and property acquisition in the first years of operations. The Company expects expenses to increase in the future as ongoing operations normalize and expand.

SUMMARY OF QUARTERLY RESULTS

The following is a summary of certain financial information concerning the Company for each of the last eight quarters:

	Quarter ended	Revenue		Net loss	Loss per share
		$		$	$
Q3/2021	June 30, 2021		-	(1,057,374)	(0.04)
Q2/2021	March 31, 2021		-	(371,328)	(0.02)
Q1/2021	December 31, 2020		-	(503,798)	(0.02)
Q4/2020	September 30, 2020		-	(135,811)	(0.01)
Q3/2020	June 30, 2020		-	(24,197)	(0.00)
Q2/2020	March 30, 2020		-	(8,329)	(0.00)
Q1/2020	December 31, 2019		-	(229)	(0.00)
Q4/2019	September 30, 2019		-	(232)	(0.00)

Variations in the Company’s net income and loss for the periods above resulted primarily from the following factors:

As the Company does not yet generate revenue from its operations, the Company’s financial results are primarily impacted by the timing and nature of on-going exploration and development-related activities and equity-settled share-based payment transactions.
Net loss in Q3/2021 of $1,057,374 includes sampling expenses of $285,571, acquisition of seismic data and other explorations expenses of $465,214, share based payments of $48,837, general consulting fees of $116,821, professional fees of $69,338, management fees of $37,500 and general office and other expenses of $35,024. Seismic and sampling expenses have been new in the current year as a result of the Company’s growth.
Net loss in Q2/2021 of $371,328 includes sampling and other exploration expenses of $216,646, general consulting fees of $63,480, professional fees of $54,490, management fees of 30,000, and general office and other expenses of $6,857. Net result was mainly driven by the initiation of sampling activities and increase in geological consulting services.
Net loss in Q1/2021 of $503,798 was mainly driven by share based payments to directors, officers, and consultants of the company of $293,325, geological studies and related consulting expenses of $61,133, general consultant fees of $79,704, professional fees of $34,268, management fees of $30,500, and general office expenses of $4,868.
Net loss in Q4/2020 of $135,811 includes consulting fees of $47,835, professional fees of $40,360, management fees of $21,000, geological consulting fees of $18,650 and general

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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office expenses of $5,589. Most of these expenses were new in the period as the Company set up a new management team and acquired consultants’ services to begin permits applications and related expenses.

Net loss in Q3/2020 of $24,197 was mainly driven by expenses incurred in the investigation of mineral permits to acquire of $10,000, professional fees of $7,500, general office expenses of $6,697.
Exploration and evaluation expenses have significantly increased as the Company continue to acquire more permits, undertake water sampling activities and other exploration activities.
Consulting fees have been significant over the nine months ended June 30, 2021, as the Company has become more active in entering into transactions to acquire new properties.

LIQUIDITY AND CAPITAL RESOURCES

The Company reported a working capital of $5,230,898 as at June 30, 2021 (September 30, 2020 - $789,887), representing an increase in working capital of $4,441,011. As at June 30, 2021, the Company had cash and cash equivalents available of $5,246,713 compared to cash available of $817,486 at September 30, 2020.

During the nine months ended June 30, 2021, the Company used $1,582,122 (June 30, 2020 - $37,219) in operating activities. The Company had a net loss of $1,932,500 (2020 - $35,132); non-cash expenses of $362,162 (includes share-based payments of $342,162); and a net increase in non-cash working capital items of $11,784.

The Company incurred a total of $76,832 on the acquisition of mineral permits during the nine months ended June 30, 2021.

During the nine months ended June 30, 2021, the Company received proceeds net of share issuance costs of $6,088,181 (2020 - $83,998) from its financing activities which consisted of proceeds from issuance of 7,726,250 common shares.

To continue funding exploration activities and corporate costs the Company is reliant on its ongoing ability to raise financing through the sale of equity. This is dependent on positive investor sentiment, which in turn is influenced by a positive climate for the target commodities, the Company’s track record, and the experience and caliber of the Company’s management. There is no assurance that equity funding will be accessible to the Company when required and in the amounts necessary to fund the Company’s activities.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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OUTSTANDING SHARE CAPITAL

As at August 11 there were 28,776,250 Common Shares issued and outstanding.

	Number Outstanding as of August 11,2021 Number Outstanding as of June 30,2021
Common shares issued and outstanding1,2	28,776,250 28,776,250 2,195,000 -
Options3
Compensation warrants4,5	3,863,125 -
Brokers warrants4,6	482,901 -

Notes:

1) The Company completed non-brokered private placements and issued, during the months of October and November 2020, 1,750,000 common shares at a price of $0.20 per share for total cash proceeds of $350,000. During the months of April and May 2021 the Company issued 7,726,250 units at a price of $0.80 per unit. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at an exercise price of $1.20 per common share for a period of twelve months from the date of issue.
2) The Company issued 100,000 common shares with a fair value of $20,000 for geological consulting services received.
3) Of the 2,195,000 options outstanding at the date of this report, 2,195,000 are vested and have a weighted average exercise price of $0.23 per option.
4) The Company recognized $155,002 as share issuance costs related to the compensation warrants which were valued using the Black-Scholes option pricing model under the following assumptions: a risk-free interest rate of 0.49%, estimated annualized volatility of 104.81%, an expected life of 1 year, nil dividend yield, an $0.80 share price, and an exercise price of $0.80.
5) The remaining life of the common share purchase warrants at June 30, 2021 is 0.81 (September 30, 2020 – N/A)
6) At June 30, 2021 482,901 compensation warrants with an exercise price of $0.80 and an expiry date of May 03, 2022 were outstanding. The remaining life of the compensation warrants at June 30, 2021 is 0.84 (September 30, 2020 – N/A) years. Each compensation is exercisable into one common share and one half of one underlying broker warrant. Each underlying broker warrant is exercisable into one common share at a price of $1.20 for a period of 12 months from the date of issue

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no undisclosed off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on its results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that are material to investors.

RELATED PARTY DISCLOSURE

Related parties include management i.e., any person(s) having authority and responsibility for planning, directing, and controlling the activities of the Company. Management includes the directors, officers and other persons fulfilling a senior management function, close family members and enterprises controlled by these individuals, as well as certain persons performing similar functions.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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The following fees and expenses were incurred with related parties:

		Three Months	Three Months	Nine Months	Nine Months
		Ended June 30,	Ended June 30,	Ended June 30,	Ended June
		2021	2020	2021	30, 2020
		$	$	$	$
Management		37,500	-	98,000	-
General Consulting		12,432	-	72,961	-
Geological	consulting	17,500	-	47,750	-
fees
Share-based	payments	-	-	191,139	-
Total		67,432	-	409,850	-

i. Effective August 1, 2020, the Company entered into a consulting agreement with Mr. Robert Shewchuk, President and CEO of the Company. During the nine months ended June 30, 2021, the Company recognized management fees expenses of $98,000 (June 30, 2020 - $nil) related to Mr. Shewchuk services.
ii. Effective August 20, 2020, the Company entered into a consulting agreement with Caerus Management Ltd and Taylor MacDonald, the VP of Finance of the Company. During the nine months ended June 30, 2021, the Company recognized consulting fees of $36,329 (June 30, 2020 - $nil) pursuant to that agreement. On March 27, 2021, Mr. Taylor MacDonald ceased to be a director of the Company.
iii. Mr. Gianni Kovacevic, Chairman of the Company, is compensated at a monthly fee of $4,000 since March 2020. During the nine months ended June 30, 2021, Mr. Kovacevic received $36,200 (2020 - $nil) in compensation for consulting services.
iv. On August 1, 2020, the Company entered into a consultancy agreement with 90[th] Capital Corp. (“90[th] Capital”) and Kevin Piepgrass, the VP of Operations. During the nine months ended June 30, 2021, 90[th] Capital received $47,750 (2020 - $nil) for services rendered.
v. The Company recognized $191,139 share-based payments during the nine months ended June 30, 2021 (2020 - $nil) on the vested portion of stock options granted to related parties.

The amounts owed to related parties as described above are non-secured, non-interest bearing, with no specific terms of repayment.

PROPOSED TRANSACTIONS

Other than previously disclosed, the Company has no proposed transactions.

CONTRACTUAL OBLIGATIONS

The Company has no commitments, material capital lease agreements and no material long-term obligations other than what has been previously stated in this MD&A.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENT

In applying the Company’s accounting policies, management makes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. Actual results may differ from the judgments, estimates and assumptions made by management and will seldom equal the estimated results. Please refer to the audited Consolidated Financial Statements for the years ended September 30, 2020 and 2019 for a full list of policies.

Critical Judgments

Management is required to assess exploration and evaluation assets for impairment. As part of this assessment, management must make an assessment as to whether there are indicators of impairment. If there are indicators, management performs an impairment test on the major assets within this balance.
The determination of the functional currency of each entity within the Company; and
The assessment of the Company’s ability to continue as a going concern.

Estimation Uncertainty

i. Recoverability of exploration and evaluation assets or cash-generating units (“CGU”) are evaluated at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when assessing whether there are indications of impairment for the Company’s exploration and evaluation assets.
ii. The fair value of accrued liabilities at the time of initial recognition is made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors.
iii. The inputs used in valuing share-based payments. The Company uses the fair value method to account for all share-based awards granted, modified or settled, and the Black-Scholes option pricing model to determine the fair value of stock options granted. As such, a share-based payment is recorded based on the estimated fair value of options with a corresponding credit to contributed surplus.

New Accounting Standards Issued but not yet Effective

The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective. The Company has not early-adopted any of these standards and is currently evaluating the impact, if any, that these standards might have on its consolidated financial statements.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

[a] Fair value

The fair value of the Company’s financial instruments is approximated by their carrying value due to their short-term nature.

IFRS 13 establishes a fair value hierarchy for financial instruments measured at fair value that reflects the significance of inputs used in making fair value measurements as follows:

Level 3  inputs for the asset or liability that are not based upon observable market data.

The fair value of cash and cash equivalents is based on Level 1 inputs, and the fair value of the liability component of convertible debt is based on Level 2 inputs.

[b] Credit risk

Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises for the Company from its cash and cash equivalents and amounts receivable. Concentration of credit risk exists with respect to the Company’s cash and cash equivalents, as all amounts are held at a major Canadian financial institution.

[c] Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon equity issuances as its sole source of cash. The Company manages liquidity risk by trying to maintain an adequate level of cash and cash equivalents to meet its ongoing obligations. The Company continuously reviews its actual expenditures and forecasted cash flows and matches the maturity dates of its cash equivalents to capital and operating needs. The Company normally maintains sufficient cash to meet the Company’s business requirements. As at June 30, 2021, the Company had a cash balance of $5,246,713. Management estimates these funds are sufficient to meet its current obligations.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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[d] Market risk

i. Interest rate risk

ii. Currency risk

iii. Price risk

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

RISKS AND UNCERTAINTIES

The Company has not had a history of operations or earnings and the overall success of the Company will be affected by its current and future business activities.

The following risk factors, in addition to the risks noted above, if any, in the “Financial Instruments” and “Liquid and Capital Resources” sections, should be given special consideration when evaluating trends, risks and uncertainties relating to the Company’s business.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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Exploration, Development and Production Risks

There is no guarantee that a Company can successfully extract lithium from Alberta’s Devonian petroleum system in a commercial capacity. The extraction technology is still at the developmental stage. Finally, there is a risk that the scalability of any initial mineral processing bench-scale and/or demonstration pilot test work may not translate to a full-scale commercial operation. In addition, there is no guarantee that a Company can successfully extract lithium from Alberta’s Devonian petroleum system in a commercial capacity. The extraction technology is still at the developmental stage. Finally, there is a risk that the scalability of any initial mineral processing bench-scale and/or demonstration pilot test work may not translate to a full-scale commercial operation.

Substantial Capital Requirements and Liquidity

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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Competition

Commodity Price Fluctuations

Environmental Risks and Property-Related Uncertainties

Beyond Indigenous consultation, Provincial protected areas, and wildlife restriction zones, the authors are not aware of any environmental issues associated with the Property, or exploration strategies associated with early-stage exploration assessment of deep-seated brine (<2,400 m depth), that would influence LithiumBank’s right or ability to perform work at the Sturgeon Lake Property.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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production at any future producing exploration and evaluation assets or require abandonment or delays in the development of new mining properties.

Reliance on Key Personnel

Conflicts of Interest

Dividends

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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Hedging

Although there were no hedging arrangements in place as of March 31, 2021, management may elect to use such instruments in the future. Derivative instruments may be used to manage changes in commodity prices, interest rates, foreign currency exchange rates, energy costs and the costs of other consumable commodities. Common inherent risks associated with derivative transactions include (a) credit risk resulting from a counterparty failing to meet its obligation, (b) market risk associated with changes in market factors that affect fair value of the derivative instrument, (c) basic risk resulting from ineffective hedging activities and (d) legal risk associated with an action that invalidates performance by one or both parties. There is no assurance that any hedging or other derivative program will be successful.

Mineral Resource Uncertainties

Taxation

The Company may be Reliant on Third Party Reporting

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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or omissions, the Company’s disclosure may be inaccurate and its ability to accurately forecast or achieve its stated objectives may be materially impaired, which may have a material adverse effect on the Company.

Substantial number of authorized but unissued shares

Permits and Licenses

Title Risks

The acquisition of title to exploration and evaluation assets or interests therein is a very detailed and time-consuming process. The exploration and evaluation assets may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects.

Limited Operating History

Uninsured Risks

Unforeseen Expenses

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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COVID-19

No Revenue and Negative Cash Flow

Legal and Litigation

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods. There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy. No assurance can be given that insurance to cover the risks to which the Company's activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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DISCLOSURE CONTROLS AND PROCEDURES

The MD&A is central to the assessment that the financial statements, together with other financial information included in the filings fairly present in all material respects the Company’s financial condition, results of operations and cash flows.

FORWARD LOOKING STATEMENTS

Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information.

These forward-looking statements are based on current expectations and various estimates, factors, and assumptions, and involve known and unknown risks, uncertainties and other factors. All statements, other than statements of historical facts, included herein, including without limitation, statements about the Company’s ability to effectively implement its planned exploration programs; unexpected events and delays in the course of its exploration and drilling programs; the ability of the Company to raise the capital necessary to conduct its planned exploration programs and to continue exploration on its properties; the failure to discover any significant amounts of lithium or other minerals on any of the Company’s properties; the fact that few properties which are explored are ultimately developed into producing mineral properties; the fact that the mineral industry is highly competitive and LithiumBank will be competing against competitors that may be larger and better capitalized, have access to more efficient technology, and have access to reserves of minerals that are cheaper to extract and process; the fluctuations in the price of minerals and the future prices of minerals; the fact that if the price of minerals deceases significantly, any minerals discovered on any of the Company’s properties may become uneconomical to extract; the continued demand for minerals and lithium; the fact that resource figures for minerals are merely estimates and no assurances can be given that any estimated levels of

Management Discussion & Analysis For the Six Months Ended March 31, 2021 and 2020

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minerals will actually be produced; governmental regulation of mining activities and oil and gas in Alberta and elsewhere, the fact that commercial quantities of minerals may not be discovered on current properties or other future properties and even if commercial quantities of minerals are discovered, that such properties can be brought to a stage where such mineral resources can profitably be produced there from; the failure of plant or equipment processes, if any to operate as anticipated; the inability to obtain the necessary approvals for the further exploration and development of all or any of the Company’s properties; risks inherent in the mineral exploration and development business; the uncertainty of the requirements demanded by environmental agencies; the Company’s ability to hire and retain qualified employees and consultants necessary for the exploration and development of any of LithiumBank’s properties and for the operation of its business; and other risks related to mining activities that are beyond the Company’s control.

SCHEDULE “G”

The Proforma Consolidated Financial Statements of The Company as of June 30, 2021.

(See attached)

G-1

LITHIUMBANK RESOURCES CORP. (Formerly Richmond Street Capital Corp.) Pro Forma Financial Statements (Unaudited - Expressed in Canadian dollars)

LITHIUM RESOURCES CORP. (formerly Richmond Street Capital Corp.) Pro Forma Statement of Financial Position As at June 30, 2021

- (Unaudited Expressed in Canadian dollars)

	LithiumBank	LithiumBank	LithiumBank	LithiumBank	Pro forma
	Resources Corp.			Holding Inc.	Adjustments	Notes		Pro Forma
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	170,192	$	5,246,713	$6,201,065	3ii)	$	11,617,970
Receivables		-		35,229				35,229
Deferred transaction costs		14,042		-				14,042
Prepaid expenses and advances		5,000		24,784				29,784
		189,234		5,306,726	6,201,065			11,697,025
NON-CURRENT ASSETS
Exploration and evaluation assets		-		96,832				96,832
TOTAL ASSETS	$	189,234	$	5,403,558	$6,201,065		$	11,793,857
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued
liabilities	$	19,388	$	75,828			$	95,216
TOTAL LIABILITIES		19,388		75,828				95,216
SHAREHOLDERS' EQUITY
Share capital		176,489		6,969,816	8,855,223	3ii)		16,001,528
Reserves		1,098		497,164	534,279	3ii)		1,032,541
Deficit		(7,741)		(2,139,250)	(3,188,437)	3ii)		(5,335,428)
TOTAL SHAREHOLDERS' EQUITY		169,846		5,327,730	6,201,065			11,698,641
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY	$	189,234	$	5,403,558	$ 6,201,065		$	11,793,857

LITHIUMBANK RESOURCES CORP. (formerly Richmond Street Capital Corp.) Notes to the Pro Forma Financial Statements (Unaudited - Expressed in Canadian dollars)

1. BASIS OF PRESENTATION

The unaudited pro forma financial statements of LithiumBank Resources Corp. (the “Company” or the “Resulting Issuer”) as at June 30, 2021, have been prepared by management after giving effect to the amalgamation between LithiumBank Resources Corp., formerly Richmond Street Capital Corp. (“LRC”), LithiumBank Holding Inc, formerly LithiumBank Resources Corp. (“LHI”), and a wholly-owned subsidiary of LRC (“SubCo”). LRC and LHI entered into a three-cornered amalgamation agreement (the “Amalgamation”) on June 30, 2021. Pursuant to the Amalgamation, LHI will become a subsidiary of LRC (see Note 2). The Company intends to submit an application for listing on the TSX Venture Exchange (“TSXV”).

The unaudited pro forma statement of financial position is the result of combining the interim statement of financial position of LRC as at June 30, 2021, and the statement of financial position of LHI as at June 30, 2021.

It is the opinion of the Company’s management that the pro forma statement of financial position as at June 30, 2021 include all adjustments necessary for the fair presentation, in all material respects, of the transactions and assumptions described in Notes 2 and 3 and the results of the combined operations in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), applied on a basis consistent with the accounting policies described in Note 3 of LHI’s annual financial statements for the year ended September 30, 2020.

The pro forma financial statements intend to reflect the financial position had the proposed transaction had occurred on June 30, 2021. However, these pro forma financial statements are not necessarily indicative of the financial position or financial performance, which would have resulted if the transactions had actually occurred on June 30, 2021 or had been in effect for the periods presented.

The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and the notes thereto of LRC and LHI. The pro forma financial statements and accompanying notes are presented in Canadian dollars.

2. AMALGAMATION

On July 13, 2021, the Company executed the Amalgamation between SubCo and LHI whereby the following occurred:

(a) Each LHI shareholder received one LRC common share in exchange for every one LHI share held by such holder (the "Exchange Ratio") at a deemed price of $0.80 per LRC share issued and all the LHI shares will be cancelled;
(b) each holder of LHI non-broker warrants will receive one LRC warrant for every one LHI non-broker warrant on substantially the same terms and conditions as the LHI non-broker warrants and exercisable at a price equal to the exercise price of the LHI non-broker warrants and the LHI non-broker warrants will be cancelled;
(c) each holder of LHI broker warrants will receive one LRC broker warrant for every one LHI broker warrant on substantially the same terms and conditions as the LHI broker warrants and exercisable at a price equal to the exercise price of the LHI broker warrants, and the LHI broker warrants will be cancelled;
(d) each holder of LHI stock options will receive one LRC stock option for every one LHI stock option on substantially the same terms and conditions as the LHI stock options and exercisable at a price equal to the exercise price of the LHI stock options and the LHI stock options will be cancelled. The fair value of the replacement options is estimated at $210,024. These options where valued using the Black-Scholes option pricing model under the following assumptions: a risk-free rate of 0.32%, estimated annualized volatility of 95.51%, an expected life of 0.25 year, nil dividend yield, an $0.80 share price, and an exercise price of $0.80.
(e) the Subco shares will be cancelled and replaced by Amalco shares on the basis of one Amalco share for each Subco share; and
(f) in consideration for LRC issuance of LRC common shares, Amalco shall issue to LRC one Amalco common share for each LRC common share issued by LRC to LHI shareholders.

LITHIUMBANK RESOURCES CORP. (formerly Richmond Street Capital Corp.) Notes to the Pro Forma Financial Statements (Unaudited - Expressed in Canadian dollars)

3. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

These unaudited pro forma financial statements have been prepared assuming the following transactions and assumptions:

i) Amalgamation

The Amalgamation will be accounted for as a reverse takeover whereby LHI will be reflected as the accounting acquirer and LRC as the accounting acquiree. Management has evaluated that LRC does not meet the definition of a business as defined by IFRS 3. Consequently, the Amalgamation will be accounted as an acquisition of LRC’s net assets and reporting issuer status by the issuance of shares of the Company to LRC’s shareholders. The LRC share capital and retained earnings will be eliminated in the proforma consolidation. The cost of the transaction in excess of the net assets of LRC will be reflected as an expense, being the cost of obtaining a listing of LHI’s shares on the CSE as follows:

Cost of acquisition
Fair value of shares consideration1	$	3,056,000
Fair value of options consideration2		210,024
Estimatedprofessional fees		100,000
Total consideration	$	3,366,024
Fair Value of assets LRC acquired, net of liabilities
Cash	$	170,192
Other assets		19,042
Accounts payable and accrued liabilities		(19,388)
Net assets acquired		169,846
Excess recorded as acquisition expense	$	3,196,178

1 The fair value of the shares of the Resulting Issuer that will be held by shareholders of LRC was determined based on there being 3,820,000 common shares issued and outstanding as of June 30, 2021. The fair value of the 3,820,000 common shares was determined using a price of $0.80 per share. The price of the most recent financing in LHI.
2 The options were valued using the Black-Scholes option pricing model under the following assumptions: a risk-free interest rate of 0.32%, estimated annualized volatility of 95.51%, an expected life of 0.25 years, nil dividend yield, an $0.80 share price, and an exercise price of $0.10.

ii) Financing

On September 27, 2021, the Company completed a private placement for gross proceeds of $4,521,350, consisting of 3,014,233 special warrants at $1.50 per special warrants. Each special warrants consists of one common share and onehalf of one common share purchase warrant, which each whole warrant being exercisable at $2.00 per share for a period of 36 months. In connection with the private placement, the Company paid $361,708 and issued 241,138 warrants as finders’ fees. The finders’ warrants had a fair value of $214,781 and were valued using the Black-Scholes option pricing model under the following assumptions: a risk-free interest rate of 0.32%, estimated annualized volatility of 95.51%, an expected life of 3 years, nil dividend yield, an $0.80 share price, and an exercise price of $1.50.

On October 15, 2021, the Company completed a private placement for gross proceeds of $2,327,634, consisting of 1,551,756 special warrants at $1.50 per special warrants. Each special warrants consists of one common share and onehalf of one common share purchase warrant, which each whole warrant being exercisable at $2.00 per share for a period of 36 months. In connection with the private placement, the Company paid $186,211 and issued 124,140 warrants as finders’ fees. The warrants issued as finders’ fees have the same terms as the warrants issued under the private placement. The finders’ warrants had a fair value of $110,571 and were valued using the Black-Scholes option pricing model under the following assumptions: a risk-free interest rate of 0.32%, estimated annualized volatility of 95.51%, an expected life of 3 years, nil dividend yield, an $0.80 share price, and an exercise price of $1.50.

LITHIUMBANK RESOURCES CORP. (formerly Richmond Street Capital Corp.) Notes to the Pro Forma Financial Statements

(Unaudited - Expressed in Canadian dollars)

4. PRO FORMA SHARE CAPITAL

	Number of
	shares		Amount
Outstanding common shares of LHI as at prior to Amalgamation	28,776,250	$	6,969,816
Cancellation of old LHI common shares pursuant to Amalgamation	(28,776,250)		-
Issuance of LRC common shares issued	28,776,250		-
Common shares of LRC held by LRC shareholders prior to Amalgamation	3,820,000		3,056,000
Special warrants	4,565,989		6,241,631
Pro Forma share capital of Resulting Issuer	37,162,239	$	16,267,447

5 . INCOME TAXES

The pro forma effective statutory Canadian income tax rate applicable to the consolidated operations subsequent to the completion of the Amalgamation is approximately 27%.

SCHEDULE “H”

AUDIT COMMITTEE CHARTER

(See attached)

H-1

AUDIT COMMITTEE CHARTER

Lithiumbank Resources Corp. (the “Company”)

1. Mandate

The audit committee will assist the board of directors (the “Board”) in fulfilling its financial oversight responsibilities. The audit committee will review and consider in consultation with the auditors the financial reporting process, the system of internal control and the audit process. In performing its duties, the committee will maintain effective working relationships with the Board, management, and the external auditors. To effectively perform his or her role, each committee member must obtain an understanding of the principal responsibilities of committee membership as well and the company’s business, operations and risks.

2. Composition

The Board will appoint from among their membership an audit committee after each annual general meeting of the shareholders of the Company. The audit committee will consist of a minimum of three directors.

2.1 Independence

A majority of the members of the audit committee must be independent and not be officers, employees or control persons of the Company.

2.2 Expertise of Committee Members

Each member of the audit committee must be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy and financial management expertise in its business judgment and shall conclude whether a director meets these qualifications.

3. Meetings

The audit committee shall meet in accordance with a schedule established each year by the Board, and at other times that the audit committee may determine. The audit committee shall meet at least annually with the Company’s Chief Financial Officer and external auditors in separate executive sessions.

Unless otherwise determined from time to time by resolution of the Board of Directors, a majority of the members of the Audit Committee shall constitute a quorum for the transaction of business at a meeting.

4. Roles and Responsibilities

The audit committee shall fulfil the following roles and discharge the following responsibilities:

4.1 External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures. In carrying out this duty, the audit committee shall:

(a) recommend to the Board the external auditor to be nominated by the shareholders for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;

(b) review (by discussion and enquiry) the external auditors’ proposed audit scope and approach;

(c) review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;

(d) review and recommend to the Board the compensation to be paid to the external auditors; and

(e) review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors’ assertion of their independence in accordance with professional standards.

4.2 Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Company. The appropriateness of the controls for the size and stage of the Company will also be considered. In carrying out this duty, the audit committee shall:

(a) to the extent possible, evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Company; and

(b) ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls or inappropriate behaviour.

4.3 Financial Reporting

The audit committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the audit committee shall:

General

(a) review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and

(b) review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

Annual Financial Statements

(c) review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;

(d) meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered; and

(e) review management’s discussion & analysis respecting the annual reporting period prior to its release to the public.

Interim Financial Statements

(f) review and approve the interim financial statements prior to their release to the public; and

(g) review management’s discussion & analysis reflecting the interim reporting period prior to its release to the public.

Release of Financial Information

(h) where reasonably possible, review all public disclosure, including news releases, containing financial information, prior to its release to the public.

4.4 Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Company or any subsidiary of the Company shall be subject to the prior approval of the audit committee.

Delegation of Authority

(a) The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

De-Minimis Non-Audit Services

(b) The audit committee may satisfy the requirement for the pre-approval of non-audit services if:

(i) the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or

(ii) the services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

(c) The audit committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

(i) the pre-approval policies and procedures are detailed as to the particular service;

(ii) the audit committee is informed of each non-audit service; and

(iii) the procedures do not include delegation of the audit committee's responsibilities to management.

4.5 Other Responsibilities

The audit committee shall:

(a) establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls, or auditing matters;

(b) establish procedures for the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters;

(c) ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;

(d) review the policies and procedures in effect for considering officers’ expenses and perquisites;

(e) perform other oversight functions as requested by the Board; and

(f) review and update this Charter and receive approval of changes to this Charter from the Board.

4.6 Reporting Responsibilities

The audit committee shall regularly update the Board about committee activities and make appropriate recommendations.

5. Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any advisors employed by the audit committee; and
(c) communicate directly with the internal and external auditors.

6. Guidance – Roles & Responsibilities

The following guidance is intended to provide the Audit Committee members with additional guidance on fulfilment of their roles and responsibilities on the committee:

6.1 Internal Control

(a) evaluate whether management is communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;

(b) focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown; and

(c) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

6.2 Financial Reporting

General

(a) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements; and

(b) ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and

Annual Financial Statements

(d) review the annual financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Company reports or trades its shares;

(e) pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures and review the financial reporting of any transaction between the Company and any officer, director or other “related party” (including any shareholder holding an interest greater than 5% in the Company) or any entity in which any such person has a financial interest

(f) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;

(g) consider management’s handling of proposed audit adjustments identified by the external auditors; and

(h) ensure that the external auditors communicate all required matters to the committee.

Interim Financial Statements

(i) be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;

(j) meet with management, either telephonically or in person, to review the interim financial statements; and

(k) to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

(i) actual financial results for the quarter or interim period varied significantly from budgeted or projected results;

(ii) changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financials statements are consistent with changes in the company’s operations and financing practices;

(iii) generally accepted accounting principles have been consistently applied;
(iv) there are any actual or proposed changes in accounting or financial reporting practices;
(v) there are any significant or unusual events or transactions;
(vi) the Company’s financial and operating controls are functioning effectively;

(vii) the Company has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and

(viii) the interim financial statements contain adequate and appropriate disclosures.

6.3 Compliance with Laws and Regulations

(a) periodically obtain updates from management regarding compliance with this policy and industry “best practices”;

(b) be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and

6.4 Other Responsibilities

review, with the company’s counsel, any legal matters that could have a significant impact on the company’s financial statements.

SCHEDULE “I”

COMPENSATION COMMITTEE CHARTER

(See attached)

I-1

COMPENSATION COMMITTEE CHARTER

Lithiumbank Resources Corp. (the “Company”)

1. Mandate

The compensation committee (the “Committee”) of Lithiumbank Resources Corp. (the “Company”) is responsible for share based compensation, board compensation, the establishment of salaries plus fringe benefits of executive management and senior staff, review of any contingency plan developed by management for management succession, and employee-employer relations.

2. Membership and Reporting

2.1 The Committee will be comprised of a majority of independent directors and will not have more than three members.

2.2 Appointments and replacements to the Committee will be made by the board of directors of the Company (the “Board”) and will be reviewed on an annual basis. The Board will provide for continuity of membership, while at the same time allowing fresh perspectives to be added.

2.3 The Committee may form and delegate authority to subcommittees if deemed appropriate by the Committee.

2.4 The chairman of the Committee will be appointed by a majority vote of the Board on an annual basis.

2.5. The Committee will report to the Board, at the next scheduled meeting of the Board, the proceedings of the Committee and any recommendations made by the Committee.

3. Terms of Reference

3.1 The Committee will meet as required and, in any event, at least once per year.

3.2 The Committee will review and make recommendation to the Board regarding the corporate goals and objectives, performance and compensation of the Chief Executive Officer (“CEO”) on an annual basis. Compensation includes salary, bonuses, stock options, benefits and perquisites.

3.3 The Committee is responsible for reviewing and, as appropriate, approving the recommendations of the CEO regarding:

(a) compensation of the senior officers of the Company that report to the CEO;
(b) the compensation policy of the Company, including internal structure, annual review and relationship to market levels and changes;
(c) significant changes in Company’s benefit plan and human resources policies; and
(d) issuance of stock options to employees, consultants, directors, independent contractors and other insiders

3.4 The Committee will review and recommend changes to the compensation of the Board, as necessary, based on a comparison of peer companies and issues relevant to the Company.

3.5 The Committee will review and make recommendations to the Board regarding annual bonus policies for employees and any incentive-compensation plans and equity-based plans of the Company.

3.6 The Committee will review the executive compensation disclosure before the Company publicly discloses this information.

3.7 The Committee will review and reassess the adequacy of this mandate annually.

3.8 The Committee has the authority, to the extent it deems necessary or appropriate, to retain independent legal or other advisors. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to the advisors employed by the Committee.

CERTIFICATE OF THE COMPANY

Dated: November 29, 2021.

This Prospectus constitutes full, true and plain disclosure of all material facts relating to the securities previously issued by the Company as required by the securities legislation of the Provinces of British Columbia, Alberta, Ontario and Manitoba.

By: “Robert Shewchuk” Name: Robert Shewchuk Title: Chief Executive Officer & Director

By: “Andre Mbeng”

Name: Andre Mbeng Title: Chief Financial Officer

On Behalf of the Board of Directors

By: “Gianni Kovacevi” Name: Gianni Kovacevi Title: Director

By: “Christopher Murray” Name: Christopher Murray Title: Director

C-1

CERTIFICATE OF THE PROMOTERS

Dated: November 29, 2021.

By: “Robert Shewchuk”

Name: Robert Shewchuk

Title: Chief Executive Officer &

Director

C-2

AI assistant

LithiumBank Resources Corp. — Capital/Financing Update 2021

48250_rns_2021-11-29_ffe3f9eb-f762-482e-9e86-f319ed9d160d.PDF

PRELIMINARY PROSPECTUS

LITHIUMBANK RESOURCES CORP.

TABLE OF CONTENTS

GLOSSARY

GLOSSARY OF GEOLOGICAL AND SCIENTIFIC TERMS

ABOUT THIS PROSPECTUS

MEANING OF CERTAIN REFERENCES

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

CAUTIONARY NOTE REGARDING TECHNICAL INFORMATION

POTENTIAL IMPACT OF THE COVID-19 PANDEMIC

THIRD PARTY INFORMATION

PRESENTATION OF FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

PROSPECTUS SUMMARY

The Company

The RTO Transaction

Principal Business

See “ Description of the Business – Business of the Company ” and “ Details of the Sturgeon Lake Project .”

Risk Factors

Available Funds

Principal Purposes

See “ Use of Available Funds - Principal Purposes ”.

Selected Financial Information

Notes:

CORPORATE STRUCTURE

Name, Address and Incorporation

Intercorporate relationships

The RTO Transaction

DESCRIPTION OF THE BUSINESS

Business of the Company

General

Sturgeon Lake Project Related Agreements

Royalty Agreement

(the “ Royalty ”).

Brine Access Agreement

Hatch Agreement

MGX Data Access Agreement

Other Properties and Agreements

British Columbia Claims

Saskatchewan Claims

Alberta Claims

Expenditures

Notes:

Specialized Skills and Knowledge

Competitive Conditions

Intangible Properties

Cycles

Economic Dependence

Changes to Contracts

Employees

Foreign Operations

Bankruptcy and Similar Procedures

Reorganizations

Social or Environmental Policies

History

Business Transactions

Financings

Other Transactions

Exploration and Development Plans

Expected Changes

THE STURGEON LAKE PROJECT

Current Technical Report

Property Description, Location and Access

History

Geological Setting, Mineralization and Deposit Types

Regional, Local and Property Geology

Regional Geology

Table 7.1. Regional Stratigraphy of the Sturgeon Lake Project area (adapted from Hitchon et al., 1990).

Precambrian Geology

Phanerozoic Geology

Late Tertiary – Quaternary Geology

Structural Geology

Mineralization

Figure 7.3 Plot of lithium versus potassium/bromide to show the anomalous geochemical nature of the Devonian Leduc Formation brine in comparison to pre-Devonian brine from the Sturgeon Lake field.

Deposit Types

Exploration Work Conducted by LithiumBankExploration Work Conducted by LithiumBank

Drilling

Lithium Exploration Group 2011 Brine Sampling Program and Analytical Results

LithiumBank Resources Corp. Capital/Financing Update 2021