NEO BATTERY MATERIALS LTD.

MANAGEMENT INFORMATION CIRCULAR

FOR

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Dated as of April 22, 2025

NEO BATTERY MATERIALS LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the shareholders (the “Shareholders”) of NEO Battery Materials Ltd. (the “Company”) will be held at the offices of CP LLP, located at 77 King Street West, Suite 700, Toronto, Ontario, M5K 1G8 on June 4, 2025 at 11:00 am ET for the following purposes:

To receive and consider the financial statements of the Company for the years ended February 29, 2024, and February 28, 2023, and the auditor’s report thereon;
To appoint MNP LLP, Chartered Professional Accountants, as the Company’s auditor and to authorize the directors of the Company to fix their remuneration;
To set the number of directors to be elected at the Meeting at five (5);
To elect the directors of the Company to serve from the close of the Meeting until the close of the next annual general meeting of shareholders of the Company;
To approve the Company’s new omnibus equity incentive plan as further described in the Circular (as defined below); and
To transact such other business which may properly come before the Meeting.

Information relating to the matters to be brought before the Meeting is set forth in the management information circular (the “Circular”) accompanying this notice of Meeting.

The Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying the Notice and the Circular is a form of proxy for use at the Meeting. Any adjourned meeting resulting from an adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only Shareholders of record at the close of business on April 15, 2025 (the “Record Date”) will be entitled to receive notice of and vote at the Meeting.

Registered Shareholders unable to attend the Meeting are requested to date, sign, and return the enclosed form of proxy and deliver it in accordance with the instructions set out in the proxy and in the Circular. If you are a non-registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return these materials in accordance with the instructions provided to you by your broker or the other intermediary. Failure to do so may result in your shares of the Company not being voted at the Meeting.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before

the Meeting. As of the date hereof, management of the Company knows of no amendments, variations, or other matters to come before the Meeting other than the matters set forth in this notice of annual general and special meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Circular carefully before submitting the form of proxy.

Dated at Toronto, Ontario, this 22nd day of April, 2025

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Spencer Huh”

Name: Spencer Huh
Title: Director, President & Chief Executive Officer

LIST OF SCHEDULES

Schedule A Omnibus Equity Incentive Plan

Schedule B Audit Committee Charter of the Company

Schedule C Change of Auditor Package

GLOSSARY

"Audit Committee" means the audit committee of the Board;

"Board" means the board of directors of the Company;

"CEO" means Chief Executive Officer;

"CFO" means Chief Financial Officer;

"Company", "NEO Battery Materials" or "NEO" means NEO Battery Materials Ltd.

"Control Person" means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

"Exchange" or "TSXV" means the TSX Venture Exchange Inc.;

"Insider" if used in relation to an issuer, means: (a) a director or senior officer of the issuer; (b) a director or senior officer of the company that is an insider of subsidiary of the issuer; (c) a Person that beneficially owns or controls, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of an issuer; or (d) an issuer itself if it holds any of its own securities;

"MD&A" means management's discussion and analysis;

"Person" means a Company or individual;

"SEDAR+" means the System for Electronic Document Analysis and Retrieval; and

"Transfer Agent" means Odyssey Trust Company.

MANAGEMENT INFORMATION CIRCULAR

PART I: MEETING AND VOTING INFORMATION

Solicitation of Proxies

THIS MANAGEMENT INFORMATION CIRCULAR (the “Circular”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT of NEO Battery Materials Ltd. (the “Company”) for use at the Annual General and Special Meeting (the “Meeting”) of the holders of common shares (the “Shareholders”) of the Company to be held at the offices of CP LLP, located at 77 King Street West, Suite 700, Toronto, Ontario, M5K 1G8 on June 4, 2025 at 11:00 am ET and at any postponement(s) or adjournment(s) thereof for the purposes set forth in the accompanying Notice of Meeting (“Notice of Meeting”). References in this Circular to the Meeting include references to any postponement(s) or adjournment(s) thereof. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited through other means, including electronically, by employees, consultants, and agents of the Company. The cost of solicitation by management will be borne by the Company.

The Shareholders of record on April 15, 2025 (the “Record Date”) are entitled to notice of and to vote at the Meeting. Only registered holders of common shares in the capital of the Company (the “Common Shares”) at the close of the business on the record date are entitled to notice of the Meeting and to vote thereat unless, after the Record Date, a registered holder transfers their Common Shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that they own such shares, requests not later than 10 days before the Meeting that the transferee’s name be included in the list of Shareholders entitled to vote, in which case such transferee shall be entitled to vote such shares at the Meeting.

The Company shall make a list of all persons who are registered holders of Common Shares on the Record Date and the number of Common Shares registered in the name of each person on that date. Each Shareholder is entitled to one vote on each matter to be acted on at the Meeting for each Common Shares registered in their name as it appears on the list.

Appointment and Revocation of Proxy

Shareholders may vote in person at the Meeting, or they may appoint another person, who does not have to be a Shareholder, as their proxy to attend and vote in their place. The person named in the enclosed form of proxy are officers and/or directors of the Company.

A SHAREHOLDER SUBMITTING A PROXY HAS THE RIGHT TO APPOINT A PERSON OR COMPANY TO REPRESENT HIM OR HER AT THE MEETING OTHER THAN THE PERSON OR PERSONS DESIGNATED IN THE FORM OF PROXY FURNISHED BY THE COMPANY. TO EXERCISE THIS RIGHT THE SHAREHOLDER SHOULD INSERT THE NAME OF THE DESIRED REPRESENTATIVE IN THE BLANK SPACE PROVIDED ON THE FORM OF PROXY OR SUBMIT ANOTHER APPROPRIATE PROXY.

In order to be effective, the proxy must be mailed or faxed to 1-800-517-4553, so as to be deposited at Odyssey Trust Company Attention: Proxy Department, Suite 702, 67 Yonge Street, Toronto, ON M5E 1J8, not less than 48 hours (excluding Saturday, Sunday, and holidays) prior to the Meeting. No

instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date of its execution. The instrument appointing a proxy shall be in writing under the hand of the Shareholder or his attorney, or, if such Shareholder is a company, under its corporate seal, and executed by a director, officer, or attorney thereof duly authorized.

A Shareholder who has submitted a proxy may revoke it by instrument in writing executed by the Shareholder or his attorney authorized in writing, or, if the Shareholder is a company, under its corporate seal, and executed by a director, officer, or attorney thereof duly authorized, and deposited either at the office of the Company’s Transfer Agent, Attention: Proxy Department, Suite 702, 67 Yonge Street, Toronto, ON M5E 1J8, not less than 48 hours (excluding Saturday, Sunday, and holidays) prior to the Meeting, or with the chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting, and upon such deposit the previous proxy is revoked.

Provision Relating to Voting of Proxies

The shares represented by proxy will be voted or withheld from voting by the designated holder in accordance with the direction of the registered shareholder appointing such designated holder. If there is no direction by the registered shareholder, these shares will be voted FOR the proposals set out in the Proxy. The Proxy gives the person named in it the discretion to vote as such person sees fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing this Circular, management of the Company knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting.

Non-Registered Holders

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank, or trust company through which they purchased the shares. A person is not a registered shareholder (a “Non-Registered Holder”) in respect of shares which are held either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, bank, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. (“CDS”), of which the Intermediary is a participant).

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as “NOBOs”. Those Non-Registered Holders who have objected to the Intermediary disclosing ownership information about themselves to the Company are referred to as “OBOs”. In accordance with the requirements of National Instrument 54-101 (“NI 54-101”) of the Canadian Securities Administrators, the Company has elected to send the Notice of Meeting, this Circular, and the Proxy (collectively, the “Meeting Materials”) directly to the NOBOs using notice-and-access, and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them. The Company does not intend to pay the costs incurred by Intermediaries in connection with such delivery and these OBOs will not receive Meeting Materials unless their Intermediary assumes the cost of delivery.

Intermediaries will frequently use service companies to forward the Meeting Materials to the OBOs. Generally, an OBO who has not waived the right to receive Meeting Materials will either:

a) be given a form of proxy which has already been signed by the Intermediary (typically by a electronic, stamped signature), which is restricted as to the number of shares beneficially owned by the OBO and must be completed, but not signed, by the OBO and deposited with Odyssey Trust; or

b) more typically, be given a voting instruction form (“VIF”) which is not signed by the Intermediary, and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow.

These security holder materials are being sent to both registered shareholders and Non-Registered Holders. If you are a Non-Registered Holder, and the Company or its agent has sent these materials to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instruction.

The Meeting Materials sent to NOBOs who have not waived the right to receive meeting materials are accompanied by a VIF, instead of a form of proxy. By returning the VIF in accordance with the instructions noted on it, a NOBO is able to instruct the voting of the shares owned by it.

VIFs, whether provided by the Company or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF. The purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares which they beneficially own. Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on his or her behalf, the Non-Registered Holder may request a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder, or his or her nominee, the right to attend and vote at the Meeting.

Please return your voting instructions as specified in the VIF. Non-Registered Holders should carefully follow the instructions set out in the VIF, including those regarding when and where the VIF is to be delivered.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of Ontario, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements under the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (Ontario), as amended, (the “OBCA”) certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside of the United States. Shareholders may not be able to sue a foreign company or its officers and/or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and/or directors to subject themselves to a judgement by a United States court.

Notice-And-Access Process

In accordance with the notice-and-access rules under NI 54-101, the Company has sent its proxy-related materials to registered shareholders and NOBOs using notice-and-access. Therefore, although Shareholders still receive a Proxy or VIF (as applicable) in paper copy, the Company’s Meeting Materials are not physically delivered. Instead, Shareholders may access these materials under the Company’s profile on SEDAR+ at www.sedarplus.com or on the Company’s website at https://www.neobatterymaterials.com. Registered holders or beneficial owners of the Company may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the website referenced above. In order to receive a paper copy of the Meeting Materials or if you have any questions concerning notice-and-access, please contact our transfer agent, Odyssey Trust Company via https://odysseytrust.com/ca-en/help/ or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America). Requests for paper copies of the Meeting Materials shall be fulfilled within 3 business days if requested prior to the Meeting date and within 10 calendar days if requested after the Meeting date.

Voting Securities and Principal Holders of Voting Securities

As at the date of the accompanying Notice of Meeting, the Company is authorized to issue an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value. The Company has only one class of common shares, without any special rights or restrictions. The Common Shares rank equally as to voting rights, participation in the distribution of our assets on liquidation, dissolution or winding-up, and the entitlement to dividends, subject to the rights of other classes of securities of the Company. The Preferred Shares do not carry the right to vote. As of the Record Date of April 15, 2025, the Company had 119,157,756 Common Shares issued and outstanding and no Preferred Shares issued and outstanding. Holders of Common Shares are entitled to one vote for each share held.

To the knowledge of the directors and executive officers of the Company, as at the Record Date, no person or company beneficially owns, directly or indirectly, or exercises control or direction over securities carrying more than 10% of the voting rights attached to the Common Shares.

Quorum

The by-laws of the Company provide that a quorum of shareholders for any meeting of shareholders shall be composed of at least one shareholder present in person or by proxy.

Approval Requirements

A simple majority of affirmative votes cast at the Meeting are required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

PART II: PARTICULARS OF MATTERS TO BE ACTED UPON AT MEETING

The following are the matters to be acted upon at the Meeting:

Annual Financial Statements

The annual financial statements of the Company for the years ended February 29, 2024 and February 28, 2023, together with the auditor’s report thereon, will be presented to Shareholders at the Meeting. No formal action is required to be taken or will be taken in respect of these annual financial statements at the Meeting. The financial statements and related MD&A are available on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.neobatterymaterials.com.

Appointment of Auditor

On March 20, 2024, the Company announced that, at its request, DeVisser Gray LLP (“DeVisser” or “Former Auditor”) had resigned as the auditor of the Company, effective March 19, 2024, and that the Board appointed MNP LLP (“MNP” or “Successor Auditor”)) as the new auditor to hold office until the Company’s next annual general meeting of Shareholders. In accordance with National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), a copy of the reporting package in connection with the change in auditor, consisting of the Company’s Notice of Change in Auditor and response letters from the Former Auditor, DeVisser, and Successor Auditor, MNP, is attached as Schedule “C” to this Circular and can be found on SEDAR+ at www.sedarplus.ca.

The appointment of MNP has been approved by the Company’s Audit Committee and Board. There were no reservations in the Former Auditor’s audit reports for any financial period during which the Former Auditor was the Company’s auditor. Furthermore, there are no “reportable events” (as the term is defined in NI 51-102) between the Company and the Former Auditor.

At the Meeting, Shareholders of the Company will be asked to vote for the approval of the appointment of MNP LLP as auditors of the Company, to hold office until the termination of the next annual general meeting of Shareholders, and to authorize the Board to fix MNP’s remuneration.

Approval of the appointment of the auditor will require a majority of the votes cast in respect thereof by shareholders present in person or by proxy at the Meeting.

Management and the Board of the Company recommend voting “FOR” the appointment of MNP LLP as the auditor of the Company and the authorization of the Board to fix their remuneration. Unless otherwise directed, proxies in favour of management designees will vote “FOR” the appointment of MNP LLP as the auditor of the Company and the authorization of the Board to fix MNP’s remuneration.

Setting Number of Directors

At the Meeting, Shareholders will be asked to set the number of directors of the Company at five (5). There are currently five (5) directors, and the term of office of each of the current directors will terminate at the conclusion of the Meeting. Unless the director’s office is vacated earlier in accordance with the provisions of the OBCA, each director elected at the Meeting will hold office until the conclusion of the next annual general meeting of Shareholders of the Company, or if no director is then elected, until a

successor is elected. Mr. John Kowalchuk has indicated that he will not be seeking for re-election at the Meeting.

Management and the Board of the Company recommend voting “FOR” setting the number of directors at five (5). Unless otherwise directed, proxies in favour of management designees will vote “FOR” setting the number of directors at five (5).

4. Election of Directors

Management of the Company has proposed to nominate the four (4) persons named in the table below for election to the Board (“Director Nominee”). All Director Nominees currently serve on the Board.

The following sets forth the names of Director Nominees, all major offices and positions with the Company, each Director Nominee’s current principal occupation, business, or employment (for the five preceding years for each new nominee), the period of time during which each has been a director of the Company, and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction.

Director Nominee Profiles

Name of Nominee and Residence & Current Position	Principal Occupation for Previous Five Year	Director of the Company Since (3)
Spencer Huh (1)
Ontario, Canada
Director, President and Chief Executive Officer	Director, President & CEO of the Company
(2018 – present)
Director & CEO, NBM Korea Co., Ltd.
(2021 – present)	January 2018	7,451,500 Common Shares
Seok Hyung Lee (1)(2)
Seoul, South Korea
Independent Director	Independent Director, NBM Korea Co., Ltd.
(2024 – present)
Managing Partner, Sangyung Law Firm
(2011 – present)
Chairperson, Press Arbitration Commission of South Korea
(2018 – 2024)
Independent Director, KB Capital and KB Asset Management
(2018 – 2023)
Independent Director, HD Hyundai Electric
(2018 – 2022)	November 2024	401,500 Common Shares

Name of Nominee and Residence & Current Position	Principal Occupation for Previous Five Year	Director of the Company Since (3)
Dr. Dongmok Whang (1)
Gyeonggi-do, South Korea
Independent Director & Lead Scientific Advisor	Associate Professor,
Sungkyunkwan University
(2009 – present)	April 2024	124,950 Common Shares
Larry Okada (1)(2)
British Columbia, Canada
Independent Director	Director at EMX Royalty Corp.
(2013 – 2024)
Director at Santacruz Silver Mining Ltd.
(2015 – present)
Director at Forum Energy Metals Corp.
(2009 – present)	March 2021	110,000 Common Shares

Notes:
(1) The information as to Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, not being within the knowledge of the Company, has been obtained from SEDI or furnished by the proposed directors individually and does not include Shares issuable upon exercise of options or warrants.
(2) Member of the Audit Committee.
(3) The term of office of each Director Nominee will expire at the next annual general meeting of the Shareholders of the Company.

Biographies of Director Nominees

Spencer Huh

Director, President and Chief Executive Officer

Mr. Spencer Huh is and will remain as the Director, President, and Chief Executive Officer of NEO. Mr. Huh graduated from Korea University with a B.Ec. He is an experienced and proven financial professional with more than 25 years of financial and operational experience in Canada and South Korea. Mr. Huh began his career in 1993 as an investment advisor with Hanwha Securities in Korea and has served for 13 years as an investment advisor with BMO Nesbitt Burns and TD Canada Trust. Since 2012, Mr. Huh worked with numerous private and publicly listed companies in Korea and Canada, including mining, medical device, and high-tech companies.

Seok Hyung Lee

Independent Director

Mr. Seok Hyung Lee is a distinguished South Korean attorney with an illustrious legal and public service career of over 50 years. Serving in a multitude of highly acclaimed legal positions, Mr. Lee was the Lead Attorney-at-Law for the Former South Korean President and the Presiding Judge of the Seoul High Court.

As part of public service, he served in federal Ministerial-level roles, including Chairperson of the Press Arbitration Commission (Committee of the Ministry of Culture, Sports, and Tourism) and Audit Commissioner of the Board of Audit and Inspection (Direct Agency of the President of South Korea). He is currently the managing partner of Sangyung Law Firm and has earned his LL.B. from Seoul National University College of Law.

Dr. Dongmok Whang

Independent Director & Lead Scientific Advisor

Dr. Dongmok Whang's research expertise lies in the field of fabrication and manufacturing of low-dimensional nanomaterials, especially graphene, semiconductor nanowires, and porous nanostructures for applications in electric vehicle lithium-ion batteries, fuel cells, and various energy storage solutions. Dr. Whang is a Professor at the School of Advanced Materials Science & Engineering and Advanced Institute of Nanotechnology at SKKU. Dr. Whang has received his PhD degree in Chemistry from the Pohang University of Science and Technology (POSTECH) in 1997, and prior to joining SKKU, he was a Senior Research Fellow at Harvard University, being a member of the Lieber Research Group that focuses on nanotechnology.

Larry Okada, CA, CPA

Independent Director

Mr. Larry Okada is and will remain as an Independent Director of NEO. Mr. Okada has been involved with several public mining companies for over 50 years. He is a Chartered Accountant and Certified Public Accountant and was in public practice from 1974 until 2008 with extensive public finance and accounting experience with Deloitte LLP., Staley Okada and Partners and PricewaterhouseCoopers LLP. Mr. Okada is currently the director of Santacruz Silver Mining Ltd. (TSXV: SCZ) and Forum Energy Metals Corp. (TSXV: FMC).

Orders, Penalties, Sanctions or Bankruptcies

Other than as set forth herein, no Director Nominee, at the date of this Circular, or has been, within ten (10) years before the date of this Circular, a director, chief executive officer, or chief financial officer of any other company (including the Company in respect of which the Circular is being prepared) that:

(a) while the Director Nominee was acting in the capacity as a director, chief executive officer, or chief financial officer, was subject of a cease trade or an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an "Order");
(b) was subject to an Order that was issued after such Director Nominee 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 that capacity;
(c) was subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority;

(d) was subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in making a decision whether to vote for that Director Nominee;

(e) while the Director Nominee was acting in the capacity as a director, chief executive officer, or chief financial officer of any company (including the Company), or within one (1) year of that person ceasing to act in the 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

(f) 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.

Spencer Huh served as a former independent director of Therma Bright Inc. when on December 5, 2023, a cease trade order was issued by the OSC for the failure to file its financial statements and management's discussion and analysis for the financial year ended July 31, 2023, and certification of the foregoing filings. These cease trade orders were subsequently revoked in January 2024.

Larry Okada is also a director of Santacruz Silver Mining Ltd. ("Santacruz") which was subject to a cease trade order issued by the BCSC on May 8, 2023 for failure to file annual audited financial statements, annual management discussion and analysis and certification of annual filings for the year ended December 31, 2022 and interim financial statements, management discussion and analysis and certification of filing for the quarter ended March 31, 2023. Santacruz submitted a revocation application on June 2, 2023 and the cease trade order was revoked by the BCSC on June 9, 2023.

In order for the resolution appointing the aforementioned Director Nominees to be effective, it must be approved by the affirmative vote of a majority of the votes cast in respect thereof by shareholders present in person or by proxy at the Meeting. Management does not contemplate that any of such nominees will be unable to serve as a director. However, if for any reason any of the proposed nominees does not stand for election or is unable to serve as such, the management designees, if named as proxy, reserve the right to vote for any other nominee in their sole discretion unless the Shareholder has specified in his proxy that his shares are to be withheld from voting on the election of directors.

Management and the Board of the Company recommend voting "FOR" the election of each of the Director Nominees. Unless otherwise directed, proxies in favour of management designees will vote "FOR" the election of each of the Director Nominees.

5. Approval of New Omnibus Equity Incentive Plan

Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a resolution set forth below, approving the adoption of the Company's new omnibus equity incentive plan (the "Equity Incentive Plan"). A complete copy of the Equity Incentive Plan is attached hereto as Schedule "A". The following discussion is qualified in its entirety by the text of the Equity Incentive Plan.

Any existing options that were granted prior to the effective date of the Equity Incentive Plan pursuant to the Company’s existing stock option plan (the “Plan”) will continue in accordance with their terms. Upon the effective date of the Equity Incentive Plan, however, options will no longer be granted pursuant to the Plan and will only be granted pursuant to the Equity Incentive Plan. The Equity Incentive Plan is subject to confirmation and approval by the shareholders of the Company and satisfying the requirements of the TSXV, including the filing of applicable documentation.

The Equity Incentive Plan will allow for a variety of equity-based awards that provide different types of incentives to be granted to certain of our executive officers, employees and consultants (in the case of stock options (‘Options’) and restricted share units (‘RSUs’). Options and RSUs are collectively referred to herein as “Awards”. Each Award will represent the right to receive Common Shares, or in the case of RSUs, Common Shares or cash, in accordance with the terms of the Equity Incentive Plan.

Under the terms of the Equity Incentive Plan, the Board, or if authorized by the Board, a Board committee, may grant Awards to eligible participants, as applicable. Participation in the Equity Incentive Plan is voluntary and, if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, other than by will or the laws of descent and distribution.

The Equity Incentive Plan will provide those appropriate adjustments, if any, will be made by the Board in connection with a reclassification, reorganization or other change of the Company’s Common Shares, share split or consolidation, distribution, merger or amalgamation, in the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the Equity Incentive Plan.

The maximum number of Common Shares reserved for issuance pursuant to the exercise of Awards in the aggregate, under the Equity Incentive Plan and the Plan, will be as follows:

for Options, no more than 10% of the Company's issued and outstanding Common Shares at any point in time, which constitutes the “rolling” portion pursuant to the policies of the TSXV; and
for all other Awards, no more than 11,915,775 Common Shares, representing 10% of the issued and outstanding Common Shares as of the date hereof and which constitutes the “fixed” portion pursuant to the policies of the TSXV.

For the purposes of calculating the maximum number of Common Shares reserved for issuance under the Equity Incentive Plan and the Plan, any issuance from treasury by the Company that is issued in reliance upon an exemption under applicable stock exchange rules applicable to equity-based compensation arrangements used as an inducement to person(s) or company(ies) not previously employed by and not previously an insider of the Company shall not be included. All of the Common Shares covered by the cancelled or terminated Awards will automatically become available Common Shares for the purposes of Awards that may be subsequently granted under the Equity Incentive Plan.

The maximum number of Common Shares that may be: (i) issued to insiders of the Company within any one-year period; or (ii) issuable to insiders of the Company at any time, in each case, under the Equity Incentive Plan alone, or when combined with all of the Company's other security-based compensation arrangements, including the Plan, cannot exceed 10% of the aggregate number of Common Shares issued and outstanding from time to time determined on a non-diluted basis.

An Option shall be exercisable during a period established by the Board which shall commence on the date of the grant and shall terminate no later than ten years after the date of the granting of the Option or such shorter period as the Board may determine. The minimum exercise price of an Option will be determined based on the closing price of the Common Shares on the TSXV on the last trading day before the date such Option is granted. The Equity Incentive Plan will provide that the exercise period shall automatically be extended if the date on which it is scheduled to terminate shall fall during a black-out period. In such cases, the extended exercise period shall terminate 10 business days after the last day of the black-out period. In order to facilitate the payment of the exercise price of the Options, the Equity Incentive Plan has a cashless exercise feature pursuant to which a participant may elect to undertake either a broker assisted "cashless exercise" or a "net exercise" subject to the procedures set out in the Equity Incentive Plan, including the consent of the Board, where required.

The following table describes the impact of certain events upon the rights of holders of Awards under the Equity Incentive Plan, including termination for cause, resignation, retirement, termination other than for cause, and death or long-term disability, subject to the terms of a participant's employment agreement, grant agreement and the change of control provisions described below:

Event Provisions	Provisions
Termination for cause	Immediate forfeiture of all vested and unvested options.
Resignation	The earlier of the original expiry date and 90 days after resignation to exercise vested options or such longer period as the Board may determine in its sole discretion, so long as it is not more than one year following the date of resignation.
Retirement	All unvested options will vest in accordance with their vesting schedules, and all vested options held may be exercised until the earlier of the expiry date of such options or one (1) year following the retirement date.
Termination or cessation	All unvested options may vest subject to pro ration over the applicable vesting or performance period and shall expire on the earliest of ninety (90) days after the effective date of the termination date, or the expiry date of such option.
Death or long-term disability	Forfeiture of all unvested options and the earlier of the original expiry date and 12 months after date of death or long-term disability to exercise vested options.

The terms and conditions of grants of Awards, including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement date and other terms and conditions with respect to these Awards, will be set out in the participant’s grant agreement. Impact of certain events upon the rights of holders of these types of Awards, including termination for cause, resignation, retirement, termination other than for cause and death or long-term disability, will be set out in the participant’s grant agreement.

In connection with a change of control of the Company, the Board will take such steps as are reasonably necessary or desirable to cause the conversion or exchange or replacement of outstanding Awards into, or for, rights or other securities of substantially equivalent (or greater) value in the continuing entity, as applicable. If the surviving successor or acquiring entity does not assume the outstanding Awards, or if the Board otherwise determines in its discretion, the Company shall give written notice to all participants advising that the Equity Incentive Plan shall be terminated effective immediately prior to the change of control and all Awards, as applicable, shall be deemed to be vested and, unless otherwise exercised, settle, forfeited or cancelled prior to the termination of the Equity Incentive Plan, shall expire or, with respect to the RSUs, be settled, immediately prior to the termination of the Equity Incentive Plan. In the event of a change of control, the Board has the power to: (i) make such other changes to the terms of the Awards as it considers fair and appropriate in the circumstances, provided such changes are not adverse to the participants; (ii) otherwise modify the terms of the Awards to assist the participants to tender into a takeover bid or other arrangement leading to a change of control, and thereafter; and (iii) terminate, conditionally or otherwise, the Awards not exercised or settled, as applicable, following successful completion of such change of control.

The Board may, in its sole discretion, suspend or terminate the Equity Incentive Plan at any time, or from time to time, amend, revise or discontinue the terms and conditions of the Equity Incentive Plan or of any securities granted under the Equity Incentive Plan and any grant agreement relating thereto, subject to any required regulatory and TSXV approval, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any Award previously granted except as permitted by the terms of the Equity Incentive Plan or as required by applicable laws.

The Board may amend the Equity Incentive Plan or any securities granted under the Equity Incentive Plan at any time without the consent of a participant provided that such amendment shall: (i) not adversely alter or impair any Award previously granted except as permitted by the terms of the Equity Incentive Plan; (ii) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the Equity Incentive Plan; and (iii) be subject to shareholder approval, where required by law, the requirements of the TSXV or the Equity Incentive Plan, provided however that shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to:

amendments of a general "housekeeping" or clerical nature that, among others, clarify, correct or rectify any ambiguity, defective provision, error or omission in the Plan;
changes that alter, extend or accelerate the terms of vesting or settlement applicable to any Award;
any amendment regarding the administration of the Plan; and

any amendment necessary to comply with applicable law or the requirements of the TSXV or any other regulatory body having authority over the Company, the Equity Incentive Plan or the shareholders of the Company (provided, however, that any stock exchange shall have the overriding right in such circumstances to require shareholder approval of any such amendments).

The above summary is qualified in its entirety by the full text of the Equity Incentive Plan, which is set out in Schedule "A" to this Management Information Circular. The Board encourages shareholders to read the full text of the Equity Incentive Plan before voting on this resolution. The Board is authorized, in its sole discretion, to determine not to proceed with the adoption of the Equity Incentive Plan after the Meeting and after receipt of necessary shareholder and regulatory approvals, without further action on the part of the shareholders. The adoption of the Equity Incentive Plan by the Company is also conditional upon the Company obtaining all necessary regulatory consents.

At the Meeting, shareholders will be asked to consider and, if thought fit, to pass, with or without amendments, the following ordinary resolution (the "Equity Incentive Plan Resolution"):

"BE IT RESOLVED, as an ordinary resolution of the shareholders of NEO Battery Materials Ltd. (the "Company") that:

the adoption of the omnibus equity incentive plan (the "Equity Incentive Plan") in the form set out in Schedule "A" to the management information circular of the Company dated April 22, 2025, subject to such modifications or amendments as may be required by the TSX Venture Exchange, is hereby approved, ratified and confirmed;
the maximum number of common shares ("Common Shares") of the Company which may be issued on the exercise of options under the Equity Incentive Plan shall not exceed 10% of the total number of Common Shares issued and outstanding from time to time on a non-diluted basis, and the number of Common Shares reserved for issuance pursuant to other Awards (as such term is defined in the Equity Incentive Plan) issued under the Equity Incentive Plan shall not be more than 11,915,775;
the Company is hereby authorized and directed to issue such Common Shares pursuant to the Equity Incentive Plan as fully paid and non-assessable common shares of the Company;
the board of directors of the Company is hereby authorized and empowered to make any changes to the Equity Incentive Plan as may be required by the TSX Venture Exchange or any other stock exchange on which the Company's common shares are listed at such applicable time;
all unallocated options, rights and entitlements under the Equity Incentive Plan, be and are hereby authorized and approved;
notwithstanding that this resolution has been duly passed by the shareholders of the Company, the directors of the Company be, and they are hereby authorized and empowered to revoke this resolution at any time before it is acted upon and to determine not to proceed with the adoption of the Equity Incentive Plan without further approval of the shareholders of the Company; and
any director or officer of the Company be, and such director or officer of the Company hereby is, authorized and empowered, acting for, in the name of and on behalf of the Company, to execute or to cause to be executed, under seal of the Company or otherwise, and to deliver or cause to be delivered, all such other documents and instruments, and to do or to cause to be done all such other acts and things, as in the opinion of such director or officer of the Company may be

necessary or desirable in order to fulfill the intent of the foregoing resolution."

The Board recommends that the Shareholders vote “FOR” the Equity Incentive Plan resolution. Proxies received in favour of management will be voted “FOR” the Equity Incentive Plan resolution unless a Shareholder has specified in the proxy that the common shares are to be voted against the equity incentive plan resolution.

6. Other Business

The directors and officers of the Company are not aware of any matters, other than those indicated above, which may be submitted to the Meeting for action. However, if any other matters should properly be brought before the Meeting, the enclosed proxy confers discretionary authority to vote on such other matters according to the best judgment of the person holding the proxy at the Meeting.

PART III: STATEMENT OF EXECUTIVE COMPENSATION

NEO’s Statement of Executive Compensation, in accordance with the requirements of Form 51-102F6V – Statement of Executive Compensation – Venture Issuers under National Instrument 51-102 – Continuous Disclosure Obligations, is set forth below, which contains information about the compensation paid to, or earned by, NEO’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (collectively, the “Named Executive Officers”), along with the members of the Board, during NEO’s two most recently completed financial years.

Compensation Discussion & Analysis

The Company’s objectives regarding the compensation program are (i) to ensure the compensation provided will attract and retain qualified, experienced executives, (ii) to align the compensation level of each executive to that executive’s level of responsibility, and (iii) to ensure compensation is aligned with the Company’s short-term and long-term business objectives and shareholders’ interest.

The compensation program is administered by the Board through discussion, and the Board reviews and considers compensation policies, overall compensation philosophy, total compensation packages, bonus, and stock options. Given the Company’s early stage and small size, the method for determining director and executive compensation is conducted in a relatively informal manner, and the Board has not appointed a compensation committee. Executive officers actively engage in the process and submit recommendations to the Board. Except as otherwise provided herein, the Company does not employ specific performance objectives, criteria, analysis, or benchmarks in its determination of executive compensation. The Board retains the sole discretion to confer either cash bonuses or share-based compensation in recognition of exceptional performance or milestones achieved. The Board has not considered the implications of the risks associated with the Company’s compensation program. There are no significant changes to the Company’s compensation policies that were made during or after the most recently completed financial year that could or will have an effect on director or Named Executive Officer compensation.

The Company’s Named Executive Officers are paid a base salary and may be paid discretionary bonuses for achieving certain corporate goals and objectives, and the Board may also, at its discretion, award share-based compensation in accordance with the Equity Incentive Plan and the policies of the Exchange. In determining the appropriate levels for compensation, the Company considers, including but not limited to, the Company’s overall financial and operating performance and individual performance and contribution towards attaining objectives, milestones, and length of service of each Named Executive Officer.

Salary: The objectives of base salary are to recognize market pay and acknowledge the day-to-day duties and responsibilities. The Board recurrently considers and reviews each Named Executive Officers’ base salary with regards to the competencies, qualifications, experience, length of service, and past contributions. There is no formally resolved framework that prescribes the relative weight of the factors in question, and the emphasis accorded to any factor may vary among the Named Executive Officers. Accordingly, the determination of base salary is primarily the result of negotiations between each Named Executive Officers and the Company, therefore being subject to discretionary judgment.

Bonus: The objectives of discretionary incentive bonuses in the form of cash payments are designed to add a variable component of compensation based on corporate and individual performances. Named Executive Officers shall be entitled to receive discretionary bonuses as determined or approved by the Board or the Chief Executive Officer, as applicable. No formal set of objective criteria or pre-determined goals are adopted by the Board to determine discretionary bonuses; instead, informal or subjective performance targets are employed, including an assessment of an individual’s current and anticipated future performance, scope of responsibilities, or significance of the individual’s impact to the Company. The individual performance targets may include establishing advanced agreements with global battery supply chain companies, improving silicon anode performance and economics, initiating commercialization or construction of silicon anode facilities, building new relationships with downstream targets, securing equity or debt financing, strategic investment, or non-dilutive financings, or similar value-enhancing developments.
The objectives of the share-based compensation are to reward achievement of long-term financial and operating performance and focus on key activities and achievements critical to the ongoing success of the Company.

Pension Plan Benefits

The Company does not have any pension plans that provide for payments of benefits at, following or in connection with retirement or provide for retirement or deferred compensation plans for the Named Executive Officers or directors.

Termination and Change of Control Benefits

The Company has an agreement with Spencer Huh, Director, President, and CEO. Pursuant to this agreement, in the case of termination by the Company other than for just cause, disability, or death, Spencer Huh is entitled to twenty-four (24) months’ base salary. In the case of resignation after a Change of Control or for good reason, Mr. Huh is entitled to twenty-four (24) months’ base salary. The Company may terminate the agreement without notice and without paying severance, other than the fraction of the annual salary earned by or payable to Mr. Huh by the Company during the then current fiscal year of the Company for the period to and including the date of termination, in the event of just cause. He would not be entitled to further bonus payments after termination.

The Company has an agreement with Daniel Lim, Chief Financial Officer and Corporate Secretary. Pursuant to this agreement, in the case of termination by the Company other than for just cause, disability, or death, Daniel Lim is entitled to a severance payment determined by South Korea’s Labor Standards Act plus CAD $22,500 less the severance payment determined by South Korea’s Labor Standards Act. The Company may terminate the agreement without notice and without paying severance, other than the fraction of the annual salary earned by or payable to Mr. Lim by the Company during the then current fiscal year of the Company for the period to and include the date of termination, in the event of just cause. He would not be entitled to further bonus payments after termination. There are no payments for change of control events.

No other directors are entitled to termination or change of control payments.

Summary Compensation Table for Directors and Named Executive Officers, Excluding Compensation Securities

The following table sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, to the directors and the following Named Executive Officers for the two most recently completed financial years ended February 29, 2024, and February 28, 2023.

Table of Compensation Excluding Compensation Securities
Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Value of Perquisites ($)	Value of All Other Compensation ($)	Total Compensation ($)
Spencer Huh
Director, CEO and President	2024	322,418.66	Nil	Nil	322,418.66
	2023	273,826.11	Nil	Nil	273,826.11
Daniel Lim
CFO and Corporate Secretary	2024	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil
Larry Okada
Independent Director	2024	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil
Dr. Dongmok Whang
Independent Director & Lead Scientific Advisor	2024	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil
Seok Hyung Lee
Independent Director	2024	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil

Stock Options and Other Compensation Securities

Outstanding Option-Based Awards for Directors and Named Executive Officers

The following table sets forth the options granted to each Named Executive Officers and directors to purchase or acquire securities of the Company that remained outstanding at the end of the fiscal year ended February 29, 2024:

Compensation Securities
Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue, Conversion, or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Option Expiration Date
Spencer Huh
Director, President & CEO	Options	1,000,000	02/10/2021	0.20	0.26	0.39	02/10/2026
	Options	900,000	01/19/2024	0.30	0.245	0.79	01/19/2029
Daniel Lim
CFO & Corporate Secretary	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Larry Okada
Independent Director	Options	70,000	02/10/2026	0.20	0.26	0.39	02/10/2026
	Options	150,000	01/19/2024	0.30	0.245	0.79	01/19/2029

Compensation Securities
Dr. Dongmok Whang
Independent Director	Options	200,000	01/19/2024	0.30	0.245	0.79	01/19/2029
Seok Hyung Lee
Independent Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
(1) Total amount of compensation securities, and underlying securities, held by each Named Executive Officer or director at the financial year ended February 29, 2024: Spencer Huh – 1,900,000 options; Daniel Lim – Nil; Larry Okada – 220,000 options; Dr. Dongmok Whang – 200,000 options; Seok Hyung Lee – Nil
(2) No compensation securities have been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, at the financial year ended February 29, 2024.
(3) All option-based awards compensation paid to the Named Executive Officers and directors have vested immediately on the date of grant at the fiscal year ended February 29, 2024.
(4) No restrictions or conditions for converting, exercising or exchanging the compensation securities are in effect.

The following table outlines the compensation securities that were exercised by any Named Executive Officer or any director of the Company during the most recently completed financial year of the Company ended February 29, 2024.

Exercise of Compensation Securities by Directors and Named Executive Officers
Name and Position	Type of Compensation Security	Number of Underlying Securities Exercised	Exercise Price per Security ($)	Date of Exercise	Closing Price per Security on Date of Exercise ($)	Difference Between Exercise Price and Closing Price on Date of Exercise ($)	Total Value on Exercise Date ($)

| Spencer Huh
Director, President & CEO | Options | 166,667 | 0.06 | 03/17/2023 | 0.30 | 0.24 | 40,000.08 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | Options | 650,000 | 0.06 | 02/26/2024 | 0.235 | 0.175 | 113,750 |
| Daniel Lim
CFO & Corporate Secretary | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Larry Okada
Independent Director | Options | 150,000 | 0.06 | 01/23/2024 | 0.25 | 0.19 | 28,500 |
| Dr. Dongmok Whang
Independent Director | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Seok Hyung Lee
Independent Director | Nil | Nil | Nil | Nil | Nil | Nil | Nil |

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information with respect to all compensation plans of the Company under which equity securities are authorized for issue as of February 29, 2024:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (#)
Equity compensation plans approved by securityholders	8,380,000	0.28	3,165,751
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
Total	8,380,000	0.28	3,165,751

Notes:
(1) As of February 29, 2024, the maximum number of Common Shares reserved for issuance under the Company’s previous equity incentive plan was 11,545,751 Common Shares (based on 10% of the issued and outstanding Common Shares).

PART IV: OTHER INFORMATION

Interest of Certain Persons or Companies in Matters to Be Acted Upon

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

Each of the directors and executive officers of the Company are Persons who may be granted securities pursuant to the Company's new Equity Incentive Plan, the approval of which will be sought at the Meeting. Accordingly, the directors and executive officers therefore have an interest in the approval of the Equity Incentive Plan Resolution. Additionally, each of the Director Nominees also has an interest in their appointment at the Meeting.

Indebtedness of Directors and Executive Officers

As at the date of this Circular and during the financial year ended February 29, 2024, no directors, Director Nominees, executive officers, or their respective associates or affiliates, or other former management of the Company were indebted, including any securities purchase or other program, to (i) the Company or its subsidiaries, or (ii) any other entity which is, or was at any time during the financial year ended February 29, 2024, the subject of a guarantee, support agreement, letter of credit, or other similar arrangement or understanding provided by the Company or its subsidiaries.

Interest of Informed Persons in Material Transactions

No informed person (as such term is defined under applicable securities laws) of the Company or Director Nominee and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's last completed financial year or in any proposed transaction which in either such case has materially affected or will materially affect the Company or its subsidiaries.

Management Contracts

Management functions of the Company and any subsidiary thereof are not, to any substantial degree, performed other than by directors or executive officers of the Company or any subsidiary thereof.

Corporate Governance of the Company

The Company and the Board acknowledge the significance of corporate governance in efficiently managing the company and safeguarding the interests of its employees and shareholders. The Company's stance on crucial corporate governance matters is strategically crafted to ensure the efficient management of the company, ultimately leading to the enhancement of shareholder value. The Board carries out its responsibilities both directly and by means of its committees, convening regular meetings or scheduling meetings as needed. To facilitate the directors of the Company functioning independent of management, where appropriate, during regularly scheduled meetings, non-independent directors and members of management are excluded from certain discussions.

The Canadian Securities Administrators have adopted National Policy 58-201 – Corporate Governance Guidelines, which provides guidance on corporate governance practices for issuers such as the Company and National Instrument 58-101 – Disclosure of Corporate Governance Practices, which prescribes certain disclosure by the Company of its corporate governance practices.

Board of Directors

The Board is currently composed of five directors. At the Meeting it is proposed that five directors be nominated for election by the shareholders of the Company. Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers) (“Form 58-101F2”) requires disclosure regarding how the Board facilitates its exercise of independent supervision over management of the Company by providing the identity of directors who are independent and the identity of directors who are not independent and the basis for that determination. National Instrument 52-110 – Audit Committees (“NI 52-110”) provides that a director is independent if he or she has no direct or indirect “material relationship” with the company. “Material relationship” is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. In addition, under NI 52-110, an individual who is, or has been within the last three years an employee or executive officer of an issuer, is deemed to have a “material relationship” with the issuer. Accordingly, of the proposed nominees, Spencer Huh, the President and Chief Executive of the Company is considered not to be “independent”. The remaining three proposed directors are considered by the Board to be “independent”, within the meaning of NI 52-110. In assessing Form 58-101F2 and making the foregoing determinations, the Board has examined the circumstances of each director in relation to a number of factors.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers, and promoters of the Company that are, or have been within the last five years, directors, officers, or promoters of other reporting issuers.

Name	Name and Jurisdiction of Reporting Issuer	Name of Trading Market	Position	Term
Spencer Huh	Therma Bright Inc.	TSXV	Director	June 2018 – December 2024
Larry Okada	EMX Royalty Corp.	TSXV	Director	June 2013 – June 2024
	Santacruz Silver Mining Ltd.	TSXV	Director	May 2015 – Present
	Forum Energy Metals Corp.	TSXV	Director	October 2009 – Present

Orientation and Continuing Education

The Board has not adopted a formal policy on the orientation and continuing education of new and current directors. When a new director is appointed, the Board delegates individual directors the responsibility for providing an orientation and education program for any new director. This may be delivered through informal meetings between the new directors and the Board and senior management, complemented by presentations on the main areas of the Company’s business. When required the Board may arrange for topical seminars to be provided to members of the Board or committees of the Board. Such seminars may be provided by one or more members of the Board and management or by external professionals.

Nomination of Directors

The recruitment of new directors has generally resulted from recommendations made by directors and shareholders. The assessment of the contributions of individual directors has principally been the responsibility of the Board. Prior to standing for election, new nominees to the Board are reviewed by the entire Board.

Compensation

Other Board Committees

The only standing committee of the Board is the Audit Committee. The Board does not have any other committees. Given the size of the Company and the nature of its activities, the Board does not see fit at this time to create other committees.

Assessments

The Board does not have any formal policies to evaluate the effectiveness of the Board, the Audit Committee, and the individual directors. The Board may appoint a special committee of directors to evaluate the Board, its committees and assess the contribution of its individual directors and to recommend any modifications to the functioning and governance of the Board and its committees. To date, the Board has not appointed any such special committees of directors to perform such an analysis.

Audit Committee Disclosure

The Audit Committee is responsible for the Company’s financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review

and oversight of the Company's financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Company's external auditors. The Audit Committee also assists the Board in fulfilling its responsibilities in reviewing the Company's process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management, and the external auditors and monitors the independence of those auditors. The Audit Committee is also responsible for reviewing the Company's financial strategies, its financing plans and its use of the equity and debt markets.

Audit Committee Charter

The full text of the charter of the Company's Audit Committee is attached hereto as Schedule "B" (the "Audit Committee Charter").

Composition of the Audit Committee

The Audit Committee members are currently Seok Hyung Lee, John Kowalchuk and Larry Okada, each of whom is a director, financially literate and are each independent in accordance with NI 52-110. With John Kowalchuk's vacancy after the Meeting, the Company will appoint a qualified successor in due time to comply with the Audit Committee Charter.

Relevant Education and Experience

Based on the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member, each Audit Committee member has:

an understanding of the accounting principles used by the Company to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
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 one or more persons engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

The Company is relying on the exemption provided in section 6.1 of NI 52-110 as the Company is a "venture issuer" and is exempt from the requirements of Parts 3 (Composition of Audit Committee) and Parts 5 (Reporting Obligations) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee charter provides for the Audit Committee to establish the auditors' fees. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors. Management of the Company believes that the fees negotiated in the past with the auditors of the Resulting Issuer were reasonable in the circumstances and would be comparable to fees charged by other auditors providing similar services.

Audit Fees

The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of the Company for professional services rendered to the Company during the fiscal years ended February 29, 2024 and February 28, 2023:

	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
Year ended February 29, 2024	64,161	Nil	11,691	Nil
Year ended February 28, 2023	49,000	Nil	3,790	Nil

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

Audit-Related Fees – aggregate fees billed for professional services rendered by the auditor and were comprised primarily of audit procedures performed related to the review of quarterly consolidated financial statements and related documents.

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

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

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Company in order to request copies of: (i) this Circular; and (ii) the Company’s consolidated financial statements and the related management’s discussion and analysis (the “MD&A”) which will be sent to the shareholder without charge upon request. Financial information is

provided in the Company’s consolidated financial statements and MD&A for its financial years ended February 29, 2024 and February 28, 2023.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Circular have been approved, and the delivery of it to each shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

DATED at Toronto, Ontario, on the 22nd day of April, 2025.

BY ORDER OF THE BOARD
“Spencer Huh” (signed)
Director, President and Chief Executive Officer

SCHEDULE A
NEO BATTERY MATERIALS LTD.
Omnibus Equity Incentive Plan (2025)
ARTICLE 1
PURPOSE

1.01 Purpose

The purpose of this Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Employees, Consultants and Investor Relations Activities, to reward such of those Directors, Employees, Consultants and Investor Relations Activities as may be granted Awards under this Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Employees, Consultants and Investor Relations Activities to acquire Shares as long term investments and proprietary interests in the Corporation.

1.02 Replacement of Predecessor Plan

This Plan constitutes a replacement to the Corporation’s existing stock option plan previously adopted by the Corporation in 2021 (the “Predecessor Plan”). All outstanding stock options granted under the Predecessor Plan (the “Predecessor Options”) shall continue to be outstanding as stock options granted under and subject to the terms of this Plan, provided however that if the terms of this Plan adversely alter the terms or conditions, or impair any right of, an option holder pursuant to any Predecessor Option (each, an “Option Holder”), and such Option Holder has not otherwise consented thereto, the applicable terms of the Predecessor Plan shall continue to apply for the benefit of such Option Holder.

ARTICLE 2
INTERPRETATION

2.01 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

“Affiliate” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 – Prospectus Exemptions, as amended from time to time;

“Award” means any Option or Restricted Share Unit granted under this Plan, which may be denominated or settled in Shares, cash or in such other forms as provided for herein;

"Award Agreement" means a signed, written agreement between a Participant and the Corporation, in the form or any one of the forms approved by the Plan Administrator, and evidencing the terms and conditions on which an Award has been granted under this Plan (including written or other applicable employment agreements) and which need not be identical to any other such agreements, and includes an Option Agreement or a RSU Agreement,;

"BCA" means the Business Corporations Act (Ontario);

"Board" means the board of directors of the Corporation as it may be constituted from time to time;

"Business Day" means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Toronto are open for commercial business during normal banking hours;

"Canadian Taxpayer" means a Participant that is resident in Canada for purposes of the Tax Act;

"Cause" means, with respect to:

(a) a particular Employee: (1) "cause" as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Employee; (2) in the event there is no written or other applicable employment agreement between the Corporation or a subsidiary of the Corporation or "cause" is not defined in such agreement, "cause" as such term is defined in the Award Agreement; or (3) in the event neither clause (1) nor (2) apply, then "cause" as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where an employer can terminate an individual's employment without notice or pay in lieu thereof;

(b) in the case of a Consultant or Investor Relations Activities (1) the occurrence of any event which, under the written consulting contract with the Consultant or Investor Relations Activities or the common law or the laws of the jurisdiction in which the Consultant or Investor Relations Activities provides services, gives the Corporation or any of its Affiliates the right to immediately terminate the consulting contract; or (2) the termination of the consulting contract as a result of an order made by any Regulatory Authority having jurisdiction to so order;

(c) in the case of a Director, ceasing to be a Director as a result of (1) ceasing to be qualified to act as a Director pursuant to the section 118 of the BCA; (2) a resolution having been passed by the shareholders pursuant to section 122(1) of the BCA, or (3) an order made by any Regulatory Authority having jurisdiction to so order; or

(d) in the case of an Officer, (1) cause as such term is defined in the written employment agreement with the Officer or if there is no written employment agreement or cause is not defined therein, the usual meaning of just cause under the common law or the laws of the jurisdiction in which the Officer provides services; or (2) ceasing to be an Officer as a result of an order made by any Regulatory Authority having jurisdiction to so order.

“Change of Control” means (i) the acceptance of an offer by a sufficient number of holders of shares of the Corporation to constitute the offeror, together with persons acting jointly or in concert with the offeror, a shareholder of the Corporation being entitled to exercise more than 50% of the voting rights attaching to the outstanding shares (provided that prior to the offer, the offeror was not entitled to exercise more than 50% of the voting rights attaching to the outstanding shares); (ii) the completion of a consolidation, merger or amalgamation of the Corporation with or into any other entity whereby the voting shareholders of the Corporation immediately prior to the consolidation, merger or amalgamation receive less than 50% of the voting rights attaching to the outstanding securities of the consolidated, merged or amalgamated entity; (iii) the completion of a sale whereby all or substantially all of the Corporation’s undertakings and assets become the property of any other entity and the voting shareholders of the Corporation immediately prior to that sale hold less than 50% of the voting rights attaching to the outstanding voting securities of that other entity immediately following that sale; or (iv) the first day on which a majority of the members of the Board are not current Directors.

“Commencement Date” has the meaning set forth in Section 7.1(e);

“Committee” has the meaning set forth in Section 3.2;

“Consultant” means a Person (other than an Employee or Director) that:

(a) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or an affiliate of the Corporation, other than services provided in relation to a distribution (as defined in the Securities Act (Ontario));

(b) provides the services under a written contract between the Corporation or an affiliate of the Corporation and the Person, as the case may be;

(c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time on the affairs and business of the Corporation or an affiliate of the Corporation; and

(d) has a relationship with the Corporation or an affiliate of the Corporation that enables the Person to be knowledgeable about the business and affairs of the Corporation, and (i) if the Person is an individual, includes a corporation of which such individual is an employee or Shareholder, and a partnership of which

the individual is an employee or partner; and (ii) if the Person is not an individual, includes an employee, executive officer or director of the Consultant or Investor Relations Activities, provided that the individual employee, executive officer or director spends or will spend a significant amount of time on the affairs and business of the Corporation or an affiliate of the Corporation;

"Control" means:

(e) when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;

(f) when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and

(g) when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and

the words "Controlled by", "Controlling" and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership, limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture which is Controlled by such Person and so on;

"Corporation" means NEO Battery Materials Ltd., a corporation duly continued under the laws of the Province of Ontario, and includes any successor or assignee entity or entities into which the Corporation may be merged, changed, or consolidated; any entity for whose securities the securities of the Corporation shall be exchanged; and any assignee of or successor to substantially all of the assets of the Corporation;

"Date of Grant" means, for any Award, the date specified by the Plan Administrator at the time it grants the Award or if no such date is specified, the date upon which the Award was granted;

"Director" means a director of the Corporation or a subsidiary of the Corporation who is not an Employee;

"Disabled" or "Disability" means, in respect of a Participant, suffering from a state of mental or physical disability, illness or disease that prevents the Participant from carrying out his or her normal duties as an Employee for a continuous period of six months or for any period of 180 days in any consecutive twelve month period, as certified by two medical doctors or as otherwise determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;

"Disinterested Shareholders Approval" means approval by a majority of the votes cast by all the Corporation's shareholders at a duly constituted meeting of shareholders, excluding votes attached to Shares beneficially owned by Insiders to whom Options may be granted under this Plan and Affiliates of such Insiders;

"Effective Date" means the effective date of this Plan, being the date it is approved by the shareholders of the Corporation;

"Employee" means a Management Company Employee or an individual who:

(h) is considered an employee of the Corporation or a subsidiary of the Corporation for purposes of source deductions under applicable tax or social welfare legislation; or

(i) works full-time or part-time on a regular weekly basis for the Corporation or a subsidiary of the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a subsidiary of the Corporation over the details and methods of work as an employee of the Corporation or such subsidiary, and, for greater certainty, includes any Executive Chairman of the Corporation.

"Exchange" means the TSX Venture Exchange and any other exchange on which the Shares are or may be listed from time to time;

"Exchange Hold Period" means the four-month resale restriction imposed by the Exchange on the shares, more particularly described in the Exchange's Policy 1.1 - Interpretation;

"Exercise Notice" means a notice in writing, signed by a Participant and stating the Participant's intention to exercise a particular Option;

"Exercise Price" means the price at which an Option Share may be purchased pursuant to the exercise of an Option;

"Expiry Date" means the expiry date specified in the Award Agreement (which shall not be later than the tenth anniversary of the Date of Grant) or, if not so specified, means the tenth (10⁶) anniversary of the Date of Grant;

"Insider" has the meaning given to such term in the Exchange's Policy 1.1 - Interpretation, as such policy may be amended, supplemented or replaced from time to time;

"In-the Money Amount" has the meaning set forth in Subsection 4.5(b);

"Investor Relations Activities" means any activities, by or on behalf of the Corporation or a shareholder of the Corporation, that promote or reasonably could be

expected to promote the purchase or sale of securities of the Corporation, but does not include:

(j) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation;

(i) to promote the sale of products or services of the Corporation, or
(ii) to raise public awareness of the Corporation,

that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation;

(k) activities or communications necessary to comply with the requirements of:

(i) applicable securities laws;
(ii) Exchange requirements or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Corporation;

(l) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:

(i) the communication is only through the newspaper, magazine or publication, and
(ii) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

(m) activities or communications that may be otherwise specified by the Exchange;

"Listed Share" means a common share, a unit of a real estate investment trust or other equivalent security that is listed on the Exchange;

"Management Company Employee" means an individual employed by a Person providing management services to the Corporation, which are required for the ongoing successful operation of the business enterprise of the Corporation, and which shall include Officers, but excluding a Person engaged in Investor Relations Activities.

"Market Price" has the meaning given to such term in the Exchange's Policy 1.1 - Interpretation, as such policy may be amended, supplemented or replaced from time to time;

"Market Value" means at any date when the Market Value of Shares of the Corporation is to be determined, the volume weighted average trading price of the Shares on the five Trading Days prior to the date of grant, calculated by dividing the total value by the total volume of Shares traded for the five Trading Days prior to the date of grant on the principal stock exchange on which the Shares are listed, or if the Shares of the Corporation are not listed on any stock exchange, the value as is determined solely by the Board, acting reasonably and in good faith;

"Net Exercise" has the meaning set forth in Subsection 4.5(b);

"Officer" means an Employee who is considered by the Corporation as an officer of the Corporation or a subsidiary of the Corporation;

"Option" means a right to purchase Shares under Article 4 of this Plan that is non-assignable and non-transferable, unless otherwise approved by the Plan Administrator;

"Option Agreement" means an Award Agreement evidencing the grant of Options and the terms and conditions thereof;

"Option Holder" has the meaning set forth in Subsection 1.2;

"Option Shares" means Shares issuable by the Corporation upon the exercise of outstanding Options;

"Participant" means an Employee, Consultant, a Person engaged in Investor Relations Activities on behalf of the Corporation or Director to whom an Award has been granted under this Plan;

"Participant's Employer" means with respect to a Participant that is or was an Employee, the Corporation or such subsidiary of the Corporation as is or, if the Participant has ceased to be employed by the Corporation or such subsidiary of the Corporation, was the Participant's Employer;

"Performance Goals" means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a subsidiary of the Corporation, a division of the Corporation or a subsidiary of the Corporation, or an individual, or may be applied to the performance of the Corporation or a subsidiary of the Corporation relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;

"Person" means an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

"Plan" means this Omnibus Equity Incentive Plan, as may be amended from time to time;

"Plan Administrator" means the Board or, to the extent that the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

"Predecessor Options" has the meaning set forth in Subsection 1.2;

"Predecessor Plan" has the meaning set forth in Subsection 1.2;

"Restricted Share Unit" or "RSU" means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 5;

"RSU Agreement" means an Award Agreement evidencing the grant of RSUs and the terms and conditions thereof;

"Retirement" means, unless otherwise defined in the Participant's written or other applicable employment agreement or in the Award Agreement, the termination of the Participant's working career at the age of 65 or such other retirement age, with consent of the Plan Administrator, if applicable;

"Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject;

"Security Based Compensation Arrangement" means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, Officers, Employees and/or service providers of the Corporation or any subsidiary of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

"Share" means one common share in the capital of the Corporation as constituted on the Effective Date, or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law, and/or one share of any additional class of common shares in the capital of the Corporation as may exist from time to time, or after an adjustment contemplated by Article 8, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

"Subsidiary" means an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity in which the Corporation has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary, provided that, in the case of a Canadian Taxpayer, the issuer is related (for purposes of the Tax Act) to the Corporation;

"Tax Act" means the Income Tax Act (Canada);

"Termination Date" means:

(n) in the case of an Employee whose employment with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Employee and the Corporation or a subsidiary of the Corporation in a written employment agreement, or other written agreement between the Employee and Corporation or a subsidiary of the Corporation, or (ii) if no written employment agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which an Employee ceases to be an employee of the Corporation or the subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given, and "Termination Date" specifically does not mean the date of termination of any period of reasonable notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant;

(o) in the case of a Director, the date such individual ceases to be a Director, unless the individual continues to be a Participant in another capacity; and

(p) in the case of a Consultant whose consulting agreement or arrangement with the Corporation or a subsidiary of the Corporation, as the case may be, terminates, the date that is designated by the Corporation or the subsidiary of the Corporation (as the case may be), as the date on which the Participant's consulting agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant's consulting agreement or other written arrangement, such date shall not be earlier than the date notice of voluntary termination was given, and "Termination Date" specifically does not mean the date on which any period of notice of termination that the Corporation or the subsidiary of the Corporation (as the case may be) may be required to provide to the Participant under the terms of the consulting agreement or arrangement expires and

"VWAP" means the volume weighted average trading price of the Issuer's Listed Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five Trading Days immediately preceding the exercise of the subject Stock Option. Where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

2.02

Interpretation

(a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.

(b) As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.

(c) Words importing the singular include the plural and vice versa and words importing one gender include the other gender.

(d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

(e) Unless otherwise specified, all references to money amounts are to Canadian currency.

(f) The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ARTICLE 3

ADMINISTRATION

3.01

Administration

This Plan will be administered by the Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the individuals to whom grants of Awards under the Plan may be made;

(b) make grants of Awards under the Plan, whether relating to the issuance of Shares or otherwise (including any combination of Options or Restricted Share Units), in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:

(i) the time or times at which Awards may be granted;

(ii) the conditions under which:

A. Awards may be granted to Participants; or
B. Awards may be forfeited to the Corporation,

including any conditions relating to the attainment of specified Performance Goals;

(iii) the number of Shares to be covered by any Award;
(iv) the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;
(v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and
(vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

(c) establish the form or forms of Award Agreements;
(d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;
(e) construe and interpret this Plan and all Award Agreements;
(f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to subplans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and
(g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

3.02 Delegation to Committee

(a) The initial Plan Administrator shall be the Board.
(b) To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of the Board (the "Committee") all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to sub-delegate to any member(s) of the Committee or any specified Officer(s) or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party.

3.03 Determinations Binding

Except as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Corporation and all subsidiaries of the Corporation, the affected Participant(s), their respective legal and personal representatives and all other Persons.

3.04 Eligibility

All Employees, Consultants, Persons performing Investor Relations Activities and Directors are eligible to participate in the Plan, subject to Section 7.1(f) (the “Eligible Participants”). Participation in the Plan is voluntary and eligibility to participate does not confer upon any Employee, Consultant, Persons performing Investor Relations Activities or Director any right to receive any grant of an Award pursuant to the Plan. The extent to which any Employee, Consultant, Investor Relations Activities or Director is entitled to receive a grant of an Award pursuant to the Plan will be determined in the discretion of the Plan Administrator. The Plan Administrator is responsible for ensuring and confirming that such Participant is a bona fide Employee, Consultant, Person performing Investor Relations Activities or Director.

3.05 Plan Administrator Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Award as applicable or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

3.06 Total Shares Subject to Awards

(a) In respect of Awards, so long as it may be required by the rules and policies of the Exchange:

(i) the aggregate number of Shares issuable under this Plan in respect of Options shall not exceed ten (10%) percent of the Corporation's issued and outstanding Shares at any point in time, which constitutes the “rolling” portion of the Plan pursuant to the policies of the Exchange;

(ii) the maximum aggregate number of Shares issuable under this Plan in respect of other Awards shall not exceed 11,915,775, representing 10% of the issued and outstanding Shares of the Company at the effective date of the Plan and which constitutes the “fixed” portion of the Plan pursuant to the policies of the Exchange;

(iii) for so long as the Shares are listed and posted for trading on the Exchange, the total number of Options or Shares issuable to any Consultant under this Plan shall not exceed two (2%) percent of the issued and outstanding Shares in any twelve (12) month period; and

(iv) for so long as the Shares are listed and posted for trading on the Exchange, the total number of Options or Shares issuable to Persons performing Investor Relations Activities shall not exceed two (2%) percent of the issued and outstanding Shares in any twelve (12) month period.

(b) In respect of Restricted Share Units the total number of Restricted Share Units issuable to any Participant under this Plan shall not exceed two (2%) percent of the issued and outstanding Shares at the time of the Award.

3.07

Limits on Grants of Awards Notwithstanding anything in this Plan:

(a) The total number of Security Based Compensation Arrangements and/or Awards combined issuable to any Participant under this Plan shall not exceed five (5%) percent of the issued and outstanding Shares in any twelve (12) month period;

(b) The aggregated number of Shares issuable to Insiders upon the exercise of Security Based Compensation Arrangements and/or Awards granted under the Plan shall not exceed ten (10%) percent of the issued and outstanding Shares at any point in time;

(c) The aggregate number of Security Based Compensation Arrangements and/or Awards issued to Insiders under the Plan within a twelve (12) month period shall not exceed ten (10%) percent of the issued and outstanding Shares, calculated on the Grant Date;

(d) Consultants and Persons performing Investor Relations Activities may only receive Options as Security Based Compensation Arrangements and/or Awards under this Plan;

(e) All Options granted to Persons performing Investor Relations Activities will vest and become exercisable in stages over a period of not less than twelve (12) months, with no more than one-quarter (1/4) of such Options vesting and becoming exercisable in any three (3) month period; and

(f) Pursuant to the policies of the Exchange, the Exchange Hold Period will be applied to Shares issuable under this Plan and any certificate(s) representing those Shares will include a legend stipulating that the Shares issued are subject to a four-month Exchange Hold Period commencing from the Grant Date

provided that the acquisition of Shares by the Corporation for cancellation shall not constitute non-compliance with this Section for any Security Based Compensation Arrangements and/or Awards outstanding prior to such purchase of Shares for cancellation.

3.08 Award Agreements

Each Award under this Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one Officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, any Award Agreement to a Participant granted an Award pursuant to this Plan.

3.09 Non-transferability of Awards

To the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant by will or as required by law and in accordance with Section 7.1(d), no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards or under this Plan whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect.

ARTICLE 4 OPTIONS

4.01 Granting of Options

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any Participant. The terms and conditions of each Option grant shall be evidenced by an Option Agreement.

4.02

Exercise Price

The Plan Administrator will establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Discounted Market Price (as such term is defined in the policies of the Exchange) on the Date of Grant.

4.03

Term of Options

Subject to any accelerated termination as set forth in this Plan, each Option expires on its Expiry Date.

4.04

Vesting and Exercisability

(a) The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options.

(b) Once an instalment becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested Option or instalment may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any instalment of any Option becomes exercisable. Notwithstanding the following, Options granted to a Person performing Investor Relations Activities cannot be accelerated without the prior acceptance of the Exchange.

(c) Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation.

(d) The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment of specified Performance Goals.

(e) Options can be exercisable for a maximum of 10 years (or less) from the Date of Grant.

4.05

Payment of Exercise Price

(a) Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by certified cheque, wire transfer, bank draft or money order payable to

the Corporation or by such other means as might be specified from time to time by the Plan Administrator, which, to the extent permitted by and otherwise subject to the rules and policies of the Exchange, may include:

(i) through an arrangement with a brokerage firm approved by the Corporation whereby the brokerage firm would loan money to a Participant to purchase the Shares underlying the Options and then such firm would sell a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made by the Participant. In this cashless exercise arrangement, the brokerage firm would receive an equivalent number of Shares from the exercise of the Options and the Participant would receive the balance of the Shares or the cash proceeds from the balance of such Shares;

(ii) through the Net Exercise process set out in Section 4.5(b);

(iii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Securities Laws; or

(iv) any combination of the foregoing methods of payment.

(b) A Participant may, in lieu of exercising an Option pursuant to an Exercise Notice, elect to surrender such Option to the Corporation (a “Net Exercise” as defined in Exchange’s Policy 4.4 – Security Based Compensation) in consideration for an amount from the Corporation equal to the quotient obtained by dividing the product of the number of Options being exercised multiplied by the difference between VWAP of the underlying Listed Shares and the exercise price of the subject Options by the VWAP of the underlying Listed Shares, (the “In-the Money Amount”) by written notice to the Corporation indicating the number of Options such Participant wishes to exercise using the Net Exercise, and such other information that the Corporation may require. Subject to Section 6.3, the Corporation shall satisfy payment of the In-the-Money Amount by delivering to the Participant such number of Shares (rounded down to the nearest whole number) having an aggregate fair market value (based on the Market Price on the date of exercise) equal to the In-the-Money Amount. No Shares will be issued or transferred until full payment therefor has been received by the Corporation.

(c) If a Participant surrenders Options through a Net Exercise pursuant to Section 4.5(b), to the extent that such Participant would be entitled to a deduction under paragraph 110(1)(d) of the Tax Act in respect of such surrender if the election described in subsection 110(1.1) of the Tax Act were made and filed (and the other procedures described therein were undertaken) on a timely basis after such surrender, the Corporation will cause such election to be so made and filed (and such other procedures to be so undertaken).

(d) No Shares will be issued or transferred until full payment therefor has been received by the Corporation.

ARTICLE 5

RESTRICTED SHARE UNITS

5.01 Granting of RSUs

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of services rendered in the year of grant. The terms and conditions of each RSU grant shall be evidenced by a RSU Agreement.

(b) The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any compensation that is to be paid in RSUs, as determined by the Plan Administrator, by (ii) the Market Price of a Share on the Date of Grant.

5.02 RSU Account

All RSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

5.03 Vesting of RSUs

No RSUs issued pursuant to this Plan may vest before the date that is one year following the date it is granted or issued. Vesting may be accelerated for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control, take-over bid, RTO or other similar transaction.

5.04 Settlement of RSUs

(a) The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of RSUs. On the settlement date for any RSU, the Participant shall redeem each vested RSU for:

(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct, or
(ii) a cash payment, or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of RSUs to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

(c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

(d) No settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU, under this Section 5.4 any later than the final Business Day of the third calendar year following the year in which the RSU is granted.

ARTICLE 6

ADDITIONAL AWARD TERMS

6.01 Dividend Equivalents

(a) Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, as part of a Participant’s grant of Awards and in respect of the services provided by the Participant for such original grant, Awards shall be credited with dividend equivalents in the form of additional Awards, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be computed by dividing: (i) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of Awards, as applicable, held by the Participant on the record date for the payment of such dividend, by (ii) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s account shall vest in proportion to the Awards, as applicable, to which they relate, and shall be settled in accordance with Section 5.4.

(b) The number of Awards credited in accordance with Section 6.1(a) is included in the allowable maximum Shares issuable under Section 3.1(d).

(c) The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

(d) Where the number of Awards credited in accordance with Section 6.1(a) breaches the allowable maximum Shares issuable under Section 3.1(d), Section 3.6 or Section 3.7 or where the Corporation does not have sufficient shares available to satisfy the obligation in shares, such Awards must be settled with cash dividends.

6.02

Blackout Period

In the event that the Date of Grant occurs, or an Award expires, at a time when an undisclosed material change or material fact in the affairs of the Corporation exists, the effective Date of Grant for such Award, or expiry of such Award, as the case may be, will be no later than 10 business days after which there is no longer such undisclosed material change or material fact, and the Market Price with respect to the grant of such Award shall be calculated based on the five business days immediately preceding the effective Date of Grant (the "Blackout Period"). Notwithstanding the foregoing, the Exercise Price determined on the Date of Grant shall not be less than the Market Price, as such term is defined in the policies of the Exchange.

6.03

Withholding Taxes

Notwithstanding any other terms of this Plan, the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or an Affiliate of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or an Affiliate of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any Affiliate to the Participant, (b) require the sale of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

6.04

Recoupment

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or the relevant subsidiary of the Corporation and in effect at the Date of Grant of the Award, or as set out in the Participant's employment agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 6.4 to any Participant or category of Participants.

7.01

ARTICLE 7

TERMINATION OF EMPLOYMENT OR SERVICES

Termination of Employment, Services or Director

Subject to Section 7.2, Award Agreement or other written agreement:

(a) where a Participant’s employment, consulting agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of termination by the Corporation or a subsidiary of the Corporation for Cause, then any Option or other Award held by the Participant that has not been exercised as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date;

(b) where a Participant voluntarily resigns his or her position with the Corporation, or a Participant’s employment, consulting agreement or arrangement is terminated by the Corporation or a subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then all unvested Options or other Awards shall immediately terminate whereas vested Options or other Awards may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the date that is 90 days after the Termination Date or any other date determined by the Plan Administrator. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant following this period shall be immediately forfeited upon the termination of such period;

(c) where a Participant becomes Disabled, then any Option or other Award held by the Participant that has not vested as of the date of the Disability of such Participant shall vest on such date and may be exercised or surrendered to the Corporation by the Participant at any time until the Expiry Date of such Award. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall thereafter be immediately forfeited upon the termination of such period;

(d) where a Participant’s employment, consulting agreement or arrangement is terminated by reason of the death of the Participant, then any Option or other Award held by the Participant that has not vested as of the date of the death of such Participant shall vest on such date and may be exercised or surrendered to the Corporation by the Participant’s heirs or assigns at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the first anniversary of the date of the death of such Participant. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation

by the Participant thereafter shall be immediately forfeited upon the termination of such period;

(e) where a Participant’s employment, consulting agreement or arrangement is terminated due to Retirement, then any Option or other Award held by the Participant that has not vested as of the date of such Retirement shall continue to vest in accordance with its terms and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; (B) the third anniversary of the Participant’s date of Retirement and (C) 12 months following the date on which the Participant ceases to be an eligible Participant. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant thereafter shall be immediately forfeited upon the termination of such period. Notwithstanding the foregoing, if, following his or her Retirement, the Participant commences (the “Commencement Date”) employment, consulting or acting as a director of the Corporation or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any Person that carries on or proposes to carry on a business competitive with the Corporation or any of its subsidiaries, any Option or other Award held by the Participant that has not been exercised as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date;

(f) a Participant’s eligibility to receive further grants of Options or other Awards under this Plan ceases as of:

(i) the date that the Corporation or a subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant’s employment, consulting agreement or arrangement is terminated, notwithstanding that such date may be prior to the Termination Date; or

(ii) the date of the death, Disability or Retirement of the Participant;

(g) notwithstanding Subsection 7.1(b), unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Options or other Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation for so long as the Participant continues to be a Director, Officer, Employee, Consultant, Investor Relations Activities, as applicable, of the Corporation or a subsidiary of the Corporation.

(h) Notwithstanding any determination of the Plan Administrator or any employment agreement, any Award must expire within a reasonable period (not to exceed 12 months) following the date on which the participant ceases to be an eligible Participant.

7.02

Discretion to Permit Acceleration

Notwithstanding the provisions of Section 7.1, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator. Notwithstanding the foregoing, Options granted to Persons performing Investor Relations Activities cannot be accelerated without the prior acceptance of the Exchange.

ARTICLE 8 EVENTS AFFECTING THE CORPORATION

8.01

General

The existence of any Awards does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 8 would have an adverse effect on this Plan or on any Award granted hereunder.

8.02

Change in Control

Except as may be set forth in an employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant:

(a) The Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award as applicable or

realization of the Participant's rights as of the date of the occurrence of the transaction net of any exercise price payable by the Participant (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the exercise or settlement of such Award as applicable or realization of the Participant's rights net of any exercise price payable by the Participant, then such Award (as applicable) may be terminated by the Corporation without payment); (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Subsection 8.2(a), the Plan Administrator will not be required to treat all Awards (as applicable) similarly in the transaction. Notwithstanding the foregoing, in the case of Options held by a Canadian Taxpayer, the Plan Administrator may not cause the Canadian Taxpayer to receive (pursuant to this Subsection 8.2(a)) any property in connection with a Change of Control other than rights to acquire shares of a corporation or units of a "mutual fund trust" (as defined in the Tax Act), of the Corporation or a "qualifying person" (as defined in the Tax Act) that does not deal at arm's length (for purposes of the Tax Act) with the Corporation, as applicable, at the time such rights are issued or granted.

(b) Notwithstanding Subsection 8.2(a), and unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards granted under this Plan (other than Options held by Canadian Taxpayers) at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, or in the case of Options held by a Canadian Taxpayer by permitting the Canadian Taxpayer to surrender such Options to the Corporation for an amount for each such Option equal to the fair market value of such Option as determined by the Plan Administrator, acting reasonably, upon the completion of the Change in Control (following which such Options may be cancelled for no consideration).

8.03 Reorganization of Corporation's Capital

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior

approval of the Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

8.04 Other Events Affecting the Corporation

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange (if required), authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

8.05 Immediate Acceleration of Awards

In taking any of the steps provided in Sections 8.3 and 8.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 8.3 and 8.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required, to permit the immediate vesting of any unvested Awards.

8.06 Issue by Corporation of Additional Shares

Except as expressly provided in this Article 8, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards or other entitlements of the Participants under such Awards.

8.07 Fractions

No fractional Shares will be issued pursuant to an Award. Accordingly, (whether as a result of any adjustment under this Article 8 a dividend equivalent or otherwise), if a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

ARTICLE 9

AMENDMENT, SUSPENSION OR
TERMINATION OF THE PLAN

9.01 Amendment, Suspension, or Termination of the Plan

The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares of the Corporation, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements.

9.02 Shareholder Approval

This Plan is subject to annual shareholders approval and the approval of the Exchange. Any renewals of this Plan are subject to annual shareholders approval and the approval of the Exchange. Any Options granted under this Plan prior to receipt of annual shareholders approval will not be exercisable or binding on the Corporation unless and until such approvals are obtained. RSUs cannot be granted under this Plan prior to receipt of annual shareholders approval.

Notwithstanding Section 9.1 and subject to any rules of the Exchange or/and any applicable regulatory authority, annual shareholders approval shall be required for any amendment, modification or change that:

(a) increases the percentage of Shares reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(b) increases or removes the limits on the participation of Directors;

(d) changes the Eligible Participants of the Plan; or

(e) deletes or reduces the range of amendments which require annual shareholders approval under this Section 9.2.

Notwithstanding Section 9.1 and subject to any rules of the Exchange or/and any applicable regulatory authority, Disinterested Shareholders Approval shall be required for any amendment, modification or change that:

(a) increases or removes the 10% limits on Shares issuable or issued to Insiders;

(b) reduces the exercise price of an Award as applicable (for this purpose, a cancellation or termination of an Award as applicable of a Participant prior to its Expiry Date for the purpose of reissuing an Award as applicable to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Award as applicable) except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital; or

(c) extends the term of an Award beyond the original Expiry Date (except where an Expiry Date would have fallen within a Blackout Period applicable to the Participant).

9.03

Permitted Amendments

Without limiting the generality of Section 9.1, but subject to Section 9.2, and subject to applicable rules of the Exchange, the Plan Administrator may, without Disinterested Shareholders Approval, at any time or from time to time, amend the Plan for the purposes of:

(a) making any amendments to the general vesting provisions of each Award;

(b) making any amendments to the provisions set out in Article 9;

(c) making any amendments to add covenants of the Corporation for the protection of Participants, as the case may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants, as the case may be;

(d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and Directors; or

(e) making such changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

ARTICLE 10
MISCELLANEOUS

10.01

Legal Requirement

The Corporation is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

10.02

News Release

Every Award granted to a Director or an Officer of the Corporation or to a Person performing Investor Relations Activities, and any amendment to such Award, must be disclosed to the public by way of a news release on the day the Awards are granted or amended.

10.03

No Other Benefit

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

10.04

Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Employee, Consultant, Investor Relations Activities or Director. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

10.05

Corporate Action

Nothing contained in this Plan or in an Award shall be construed so as to prevent the Corporation from taking corporate action which is deemed by the Corporation to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

10.06

Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of the Plan shall govern. In the event of any conflict between or among the provisions of this Plan or any Award Agreement, on the one hand, and a

Participant’s employment agreement with the Corporation or a subsidiary of the Corporation, as the case may be, on the other hand, the provisions of the Plan shall prevail.

10.07 Anti-Hedging Policy

By accepting the Option or Award each Participant acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Options or Awards.

10.08 Participant Information

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan (including as to whether the circumstances described in Section 7.1(e) exist). Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant’s behalf.

10.09 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and Directors and they are advised to consult with their own tax advisors.

10.10 International Participants

With respect to Participants who reside or work outside Canada, the Plan Administrator may, in its discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

10.11

No Representations or Warranties

The Corporation makes no representation or warranty as to the value of any Award granted pursuant to this Plan or as to the future value of any Shares issued pursuant to any Award.

10.12

Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and its subsidiaries.

10.13

General Restrictions on Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

10.14

Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

10.15

Notices

All written notices to be given by a Participant to the Corporation shall be delivered personally, e-mail or mail, postage prepaid, addressed as follows:

NEO Battery Materials Ltd.
77 King Street West, TD North Tower
Suite 700
Toronto, Ontario
M5K 1G8

Attention: Spencer Huh, Director, President & Chief Executive Officer
E-mail: [email protected]

All notices to a Participant will be addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth business day following the date of mailing; provided that in the event of any actual or imminent postal disruption, notices shall be delivered to the appropriate party and not

sent by mail. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

10.16 Effective Date

This Plan shall become effective upon the date of approval by the shareholders of the Corporation given by affirmative vote of the majority of the Shares represented at the meeting of the shareholders of the Corporation at which motion to approve the Plan is presented.

10.17 Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the internal laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflicts of law rules.

10.18 Submission to Jurisdiction

The Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Ontario in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

SCHEDULE B

AUDIT COMMITTEE CHARTER

I. MANDATE

The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of NEO Battery Materials Ltd. (the “Company”) shall assist the Board in fulfilling its financial oversight responsibilities. The Committee’s primary duties and responsibilities under this mandate are to serve as an independent and objective party to monitor:

The quality and integrity of the Company’s financial statements and other financial information;
The compliance of such statements and information with legal and regulatory requirements;
The qualifications and independence of the Company’s independent external auditor (the “Auditor”); and
The performance of the Company’s internal accounting procedures and Auditor.

II. STRUCTURE AND OPERATIONS

A. Composition

The Committee shall be comprised of three or more independent members.

B. Qualifications

Each member of the Committee must be a member of the Board.

A majority of the members of the Committee shall not be officers or employees of the Company or of an affiliate of the Company.

Each member of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement.

C. Appointment and Removal

In accordance with the Articles of the Company, the members of the Committee shall be appointed by the Board and shall serve until such member’s successor is duly elected and

qualified or until such member’s earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board.

D. Chair

Unless the Board shall select a Chair, the members of the Committee shall designate a Chair by the majority vote of all of the members of the Committee. The Chair shall call, set the agendas for and chair all meetings of the Committee.

E. Sub-Committees

The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that a decision of such subcommittee to grant a pre-approval shall be presented to the full Committee at its next scheduled meeting.

F. Meetings

The Committee shall meet at least four times in each fiscal year, or more frequently as circumstances dictate. The Auditor shall be given reasonable notice of, and be entitled to attend and speak at, each meeting of the Committee concerning the Company’s annual financial statements and, if the Committee feels it is necessary or appropriate, at every other meeting. On request by the Auditor, the Chair shall call a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the Committee, the Board or the shareholders of the Company.

At each meeting, a quorum shall consist of a majority of members that are not officers or employees of the Company or of an affiliate of the Company.

As part of its goal to foster open communication, the Committee may periodically meet separately with each of management and the Auditor to discuss any matters that the Committee believes would be appropriate to discuss privately. In addition, the Committee should meet with the Auditor and management annually to review the Company’s financial statements in a manner consistent with Section III of this Charter.

The Committee may invite to its meetings any director, any manager of the Company, and any other person whom it deems appropriate to consult in order to carry out its responsibilities. The Committee may also exclude from its meetings any person it deems appropriate to exclude in order to carry out its responsibilities.

III. DUTIES

A. Introduction

The following functions shall be the common recurring duties of the Committee in carrying out its purposes outlined in Section I of this Charter. These duties should serve as a guide with the understanding that the Committee may fulfill additional duties and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern which the Committee in its sole discretion deems appropriate for study or investigation by the Committee.

The Committee shall be given full access to the Company’s internal accounting staff, managers, other staff and Auditor as necessary to carry out these duties. While acting within the scope of its stated purpose, the Committee shall have all the authority of, but shall remain subject to, the Board.

B. Powers and Responsibilities

The Committee will have the following responsibilities and, in order to perform and discharge these responsibilities, will be vested with the powers and authorities set forth below, namely, the Committee shall:

Independence of Auditor

1) Review and discuss with the Auditor any disclosed relationships or services that may impact the objectivity and independence of the Auditor and, if necessary, obtain a formal written statement from the Auditor setting forth all relationships between the Auditor and the Company, consistent with Independence Standards Board Standard 1.

2) Take, or recommend that the Board take, appropriate action to oversee the independence of the Auditor.

3) Require the Auditor to report directly to the Committee.

4) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the Auditor and former independent external auditor of the Company.

Performance & Completion by Auditor of its Work

5) Be directly responsible for the oversight of the work by the Auditor (including resolution of disagreements between management and the Auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.

6) Review annually the performance of the Auditor and recommend the appointment by the Board of a new, or re-election by the Company’s shareholders of the existing, Auditor.

7) Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by the Auditor unless such non-audit services:

a. which are not pre-approved, are reasonably expected not to constitute, in the aggregate, more than 5% of the total amount of revenues paid by the Company to the Auditor during the fiscal year in which the non-audit services are provided;

b. were not recognized by the Company at the time of the engagement to be non-audit services; and

c. are promptly brought to the attention of the Committee by Management and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.

Internal Financial Controls & Operations of the Company

8) Establish procedures for:

a. the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

b. the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Preparation of Financial Statements

9) Discuss with management and the Auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application

of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.

10) Discuss with management and the Auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Company’s financial statements or accounting policies.

11) Discuss with management and the Auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.

12) Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

13) Discuss with the Auditor the matters required to be discussed relating to the conduct of any audit, in particular:

a. The adoption of, or changes to, the Company’s significant auditing and accounting principles and practices as suggested by the Auditor or management.

b. Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

Public Disclosure by the Company

14) Review the Company’s annual and quarterly financial statements, management discussion and analysis (MD&A) before the Board approves and the Company publicly discloses this information.

15) Review the Company’s financial reporting procedures and internal controls to be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from its financial statements, other than disclosure described in the previous paragraph, and periodically assessing the adequacy of those procedures.

16) Review any disclosures made to the Committee by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process of the Company’s financial statements about any significant deficiencies in the design or operation of

internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.

Manner of Carrying Out its Mandate

17) Consult, to the extent it deems necessary or appropriate, with the Auditor but without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

18) Request any officer or employee of the Company or the Company’s outside counsel or Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

19) Have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other consultants to advise the Committee advisors.

20) Meet, to the extent it deems necessary or appropriate, with management and the Auditor in separate executive sessions at least quarterly.

21) Have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other consultants to advise the Committee advisors.

22) Make regular reports to the Board.

23) Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

24) Annually review the Committee’s own performance.

25) Provide an open avenue of communication among the Auditor the Board.

26) Not delegate these responsibilities other than to one or more independent members of the Committee the authority to pre-approve, which the Committee must ratify at its next meeting, non-audit services to be provided by the Auditor.

C. Limitation of Audit Committee’s Role

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial

statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the Auditor.

SCHEDULE C
CHANGE OF AUDITOR PACKAGE

DeVISSER GRAY LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
401-905 West Pender St
Vancouver BC V6C 1L6
f 604.687.5447
f 604.687.6737

March 19, 2024

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission

Dear Sirs/Mesdames:

Re: NEO Battery Material Ltd. (the “Company”)
Notice of Change of Auditors

We acknowledge receipt of a Notice of Change of Auditors (the “Notice”) dated March 19, 2024, delivered to us by the Company in respect of the change of auditor of the Company.

Pursuant to National Instrument 51-102 of the Canadian Securities Administrators, please accept this letter as confirmation by De Visser Gray LLP that we have reviewed the Notice and, based on our knowledge as at the time of receipt of the Notice, we agree with each of the statements concerning De Visser Gray LLP therein.

Yours truly,

De Visser Gray LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

MNP

March 19, 2024

Ontario Securities Commission
Alberta Securities Commission
British Columbia Securities Commission

Dear Sirs/Madams:

Re: NEO Battery Materials Ltd. (the "Company")
Notice of Change of Auditor Pursuant to National Instrument NI 51-102 - Continuous Disclosure Obligations ("NI 51-102")

In accordance with Section 4.11 of National Instrument 51-102, we have reviewed the Company's Notice of Change of Auditor ("the Notice") dated March 19, 2024. Based on our knowledge of such information as of this date, we agree with the statements made in the Notice pertaining to our firm. We advise that we have no basis to agree or disagree with the comments in the Notice relating to De Visser Gray LLP.

Yours truly,

MNP LLP

Chartered Professional Accountants
Licensed Public Accountants

MNP LLP
Suite 1900, 1 Adelaide Street East, Toronto ON, M5C 2V9
1.877.251.2922 T: 416.596.1711 F: 416.596.7894

AI assistant

NEO Battery Materials Ltd. — Proxy Solicitation & Information Statement 2025

45806_rns_2025-04-23_12dbe7f8-9065-43cb-b4b1-24d28ba97bdb.pdf

NEO BATTERY MATERIALS LTD.

MANAGEMENT INFORMATION CIRCULAR

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

LIST OF SCHEDULES

GLOSSARY

Solicitation of Proxies

Appointment and Revocation of Proxy

Provision Relating to Voting of Proxies

Non-Registered Holders

Notice to Shareholders in the United States

Notice-And-Access Process

Voting Securities and Principal Holders of Voting Securities

Quorum

Approval Requirements

4. Election of Directors

Director Nominee Profiles

Biographies of Director Nominees

Spencer Huh

Director, President and Chief Executive Officer

Seok Hyung Lee

Independent Director

Dr. Dongmok Whang

Larry Okada, CA, CPA

Orders, Penalties, Sanctions or Bankruptcies

5. Approval of New Omnibus Equity Incentive Plan

6. Other Business

PART III: STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Pension Plan Benefits

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Board of Directors

Other Reporting Issuer Experience

Orientation and Continuing Education

Nomination of Directors

Compensation

Other Board Committees

Assessments

Audit Committee Disclosure

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

Audit Fees

ADDITIONAL INFORMATION

APPROVAL OF THE BOARD OF DIRECTORS

Interpretation

ARTICLE 3

ADMINISTRATION

Administration

3.02 Delegation to Committee

Limits on Grants of Awards Notwithstanding anything in this Plan:

3.08 Award Agreements

3.09 Non-transferability of Awards

ARTICLE 4 OPTIONS

4.01 Granting of Options

ARTICLE 5

5.01 Granting of RSUs

5.02 RSU Account

5.03 Vesting of RSUs

5.04 Settlement of RSUs

ARTICLE 6

ADDITIONAL AWARD TERMS

6.01 Dividend Equivalents

Blackout Period

Withholding Taxes

Recoupment

ARTICLE 7

TERMINATION OF EMPLOYMENT OR SERVICES

Termination of Employment, Services or Director

Discretion to Permit Acceleration

ARTICLE 8 EVENTS AFFECTING THE CORPORATION

General

Change in Control

NEO Battery Materials Ltd. Proxy Solicitation & Information Statement 2025