Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Norris Lithium Inc. M&A Activity 2023

Jun 19, 2023

48288_rns_2023-06-19_6870960e-3d1a-4812-834d-1b1bb58ad5bc.PDF

M&A Activity

Open in viewer

Opens in your device viewer

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT is made as of June 19, 2023

AMONG:

THE PERSONS LISTED ON APPENDIX “A” HERETO , (collectively, the “ Shareholders ” and each individually a “ Shareholder ”)

  • and -

LITHIUM ONE METALS INC. , a corporation existing under the laws of the Province of British Columbia (the “ Purchaser ”)

WHEREAS each Shareholder is the legal and beneficial owner of the common shares (“ Norris Shares ”) and/or the options, and/or the warrants (“ Norris Convertible Securities ”) in the capital of Norris Lithium Inc., a corporation existing under the laws of the Province of British Columbia (“ Norris ”) set forth opposite such Shareholder’s name in Appendix “A” hereto (collectively, the “ Subject Securities ”);

AND WHEREAS each Shareholder understands that, concurrently with the execution and delivery of this Agreement, Norris and the Purchaser are entering into the Arrangement Agreement (as defined herein) providing for the Arrangement (as defined herein) whereby Norris proposes to acquire all of the issued and outstanding common shares of the Purchaser (“ Purchaser Shares ”);

AND WHEREAS in order for each Shareholder to realize the benefits that will accrue to such Shareholder in connection with the consummation of the Arrangement, each Shareholder desires to enter into this Agreement to provide his or her support for the completion of the Arrangement on the terms and conditions set forth herein;

AND WHEREAS each Shareholder acknowledges that Norris would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by such Shareholder;

AND WHEREAS this Agreement sets out the terms and conditions of the agreement of each Shareholder to abide by the covenants in respect of the Subject Securities and the other restrictions and covenants set forth herein;

AND WHEREAS the foregoing recitals, and the representations, warranties and covenants provided herein, are made or provided by each Shareholder only with respect to such Shareholder and such Shareholder’s Subject Securities and, for greater certainty, are not made or provided in relation to any other Shareholder or such other Shareholder’s Subject Securities;

NOW THEREFORE in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

  • 2 -

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement:

  • (a) “ Affiliate ” has the meaning ascribed thereto in the Securities Act (British Columbia) and the rules, regulations, instruments (including national and multilateral instruments) and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

  • (b) “ Arrangement ” means the arrangement of Norris under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Interim Order or Final Order with the consent of Norris and the Purchaser, each acting reasonably;

  • (c) “ Arrangement Agreement ” means the arrangement agreement, including the schedules thereto, of even date herewith, between the Purchaser and Norris, a copy of which has been provided to each Shareholder, as it may be amended, supplemented or modified from time to time in accordance with its terms;

  • (d) “ Person ” includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status; and

  • (e) “ Transaction Shareholder Approval ” has the meaning ascribed thereto in Section 2.1.

1.2 Definitions in Arrangement Agreement

All terms used in this Agreement that are not defined in Section 1.1 or elsewhere in this Agreement and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

1.3 Appendices

The following Appendices attached hereto constitute an integral part of this Agreement:

Appendix “A” - Subject Securities

  • 3 -

ARTICLE 2

COVENANTS OF THE SHAREHOLDERS

2.1 Shareholder Support

In connection with the Arrangement and any transactions contemplated in connection with the Arrangement Agreement, each of the Shareholders severally, and not jointly or jointly and severally, hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 4, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities, to the extent they carry a right to vote: (i) at any meeting of any of the securityholders of Norris at which the Shareholder or any registered holder of the Subject Securities is entitled to vote in favour of the approval of the Arrangement, any other matter necessary for the consummation of the Arrangement and any other transaction contemplated in connection with the Arrangement Agreement; or (ii) in any action by written consent of securityholders of Norris, in favour of the approval, consent, ratification and adoption of any resolution approving the Arrangement, any other matter necessary for the consummation of the Arrangement and any other transaction contemplated in connection with the Arrangement Agreement (each of (i) or (ii) above, the “ Transaction Shareholder Approval ”).

2.2 Restrictions with Respect to Subject Securities

Each Shareholder hereby severally, and not jointly or jointly and severally, covenants and agrees that, from the date hereof until the earlier of (i) the Effective Time, (ii) the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement, such Shareholder:

  • (a) will not, directly or indirectly, option, sell, assign, transfer, pledge, encumber, grant a participation or security interest in or power of attorney over, hypothecate or otherwise convey or dispose of any Subject Securities, or any right or interest therein (legal or equitable), to any Person or group or Persons acting jointly or in concert or enter into any agreement, option or other arrangement to do any of the foregoing (each of the foregoing, a “ Transfer ”), other than: (i) to one or more of a parent, spouse, child or grandchild of, or a corporation, partnership, limited liability company or other entity controlled solely by, the Shareholder or a trust or account (including a Registered Retirement Savings Plan, Registered Education Savings Plan, Registered Retirement Income Fund or similar account) existing for the benefit of any such Person or entity; provided, that a Transfer referred to in this sentence shall only be permitted if, as a precondition to such Transfer, the transferee agrees in writing, in form and substance reasonably acceptable to the Purchaser, to be bound by all of the terms of this Agreement with respect to the Subject Securities; and provided further, that in the case of a Transfer to a corporation, partnership, limited liability company or other entity solely controlled by, the Shareholder, such entity shall remain solely controlled by the Shareholder until the earlier of (A) the Effective Time, and (B) the termination of this Agreement in accordance with Article 4; or (ii) pursuant to the exercise or settlement, as applicable, in accordance with their respective terms, of any Norris Convertible Securities. Any purported transfer of any Subject Securities or interest therein in violation of this Section 2.2(a) shall be null and void;

  • 4 -

  • (b) will not, directly or indirectly, grant or agree to grant any proxy or other right to vote any Subject Securities, except for any proxies granted to vote in accordance with Section 2.1, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the shareholders of Norris or give consents or approval of any kind as to any Subject Securities;

  • (c) will not vote or cause to be voted any Subject Securities in favor of, and vote or cause to be voted all Subject Securities against, any proposed action, transaction or agreement by or involving Norris or any of its Affiliates or the Shareholder or any other Person in a manner which could reasonably be expected to (i) prevent, hinder or delay the successful completion of the Arrangement or the transactions contemplated by the Arrangement Agreement, or (ii) change in any manner the voting rights of any class of shares of Norris;

  • (d) other than set forth herein, will take all such steps as are necessary or advisable to ensure that at all relevant times his, her or its Subject Securities will not be subject to any shareholders’ agreements, voting trust or similar agreements or any option, right or privilege (whether by Law, pre-emptive or contractual) capable of becoming a shareholders’ agreement, voting trust or other agreement affecting or restricting the ability of the Shareholder to exercise all voting rights attaching to such Subject Securities;

  • (e) will not withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, support for the transactions contemplated by the Arrangement Agreement;

  • (f) except in the Shareholder’s capacity as a director or officer of Pacton to the extent permitted by the Arrangement Agreement, will not directly or indirectly, (i) make or participate in or take any action that may reasonably be expected to result in an Acquisition Proposal; or (ii) engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal; and

  • (g) irrevocably waives to the fullest extent permitted by Law any and all rights of the Shareholder to dissent with respect to the Arrangement, and will not exercise any such rights with respect to the Arrangement or the transactions contemplated by the Arrangement Agreement.

2.3 Voting of the Subject Securities

Each Shareholder hereby agrees with the Purchaser that he, she or it will, on or before the fifth (5[th] ) Business Day prior to any meeting of any of the securityholders of Norris in respect of any Transaction Shareholder Approval, duly complete forms of proxy in respect of all of his, her or its Subject Securities, and any other required documents in connection therewith, and cause the same to be validly delivered in support of (and indicating that all Subject Securities are voted in favour of approving) the Arrangement and any transactions contemplated in connection with the Arrangement Agreement, and will not withdraw such forms of proxy except as expressly otherwise provided in this Agreement. Each Shareholder further agrees that it will, on or before the fifth (5[th] ) Business Day prior to any meeting of any of the securityholders of Norris in respect of any Transaction Shareholder Approval to be called to approve the Arrangement and any transactions contemplated in connection with the Arrangement Agreement, deliver or cause to

  • 5 -

be delivered to the Purchaser in accordance with Section 5.11 of this Agreement, a copy or screenshot of the duly completed and signed forms of proxy described in the preceding sentence.

2.4 Meaning of Subject Securities.

The term “ Subject Securities ” means that number of Norris Shares and Norris Convertible Securities set forth opposite a Shareholder’s name in Appendix “A” hereto, being all of the securities of Norris owned legally or beneficially, either directly or indirectly, by such Shareholder or over which the Shareholder exercises direct or indirect control or direction, and will be deemed to also include (a) any Norris Shares and Norris Convertible Securities issued to the Shareholder pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Norris Shares or Norris Convertible Securities on, of, or affecting the Subject Securities on or after the date of this Agreement, and (b) any Norris Shares and Norris Convertible Securities acquired by the Shareholder, or issued to the Shareholder, on or after the date of this Agreement (including pursuant to the exercise, conversion or vesting of any securities of Norris that are exercisable for, convertible into or vest as Norris Shares (including all Subject Securities)), and all such acquired Norris Shares and Norris Convertible Securities shall be deemed Subject Securities and subject to the terms of this Agreement as though owned by the Shareholder as of the date hereof.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Shareholder

Each Shareholder hereby severally, and not jointly or jointly and severally, represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement:

  • (a) Incorporation; Authorization. If the Shareholder is a corporation or other legal entity, such Shareholder is a subsisting corporation or other entity under the laws of its incorporating or organizational jurisdiction. The Shareholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding agreement enforceable by the Purchaser against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

  • (b) Ownership of Subject Securities. The Shareholder is, and, subject to any Transfer permitted pursuant to Section 2.2(a), will be continuously up until the Effective Time, the legal and beneficial owner of the Subject Securities set out opposite such Shareholder’s name at Appendix “A”, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever. The Shareholder does not own or have any interest in any securities of Norris other than the

  • 6 -

Subject Securities. The Shareholder is not a party to, bound or affected by or subject to, any charter or by-law, contract, agreement provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which any default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

  • (c) No Agreements. No Person has any agreement or option, or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.

  • (d) Voting. None of such Subject Securities is subject to any proxy, power of attorney, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the shareholders of Norris or give consents or approvals of any kind, except pursuant to this Agreement.

  • (e) Consents. No consent, waiver, approval, authorization, exemption, registration, licence or declaration of or by, or filing with, or notification to any Governmental Entity which has not been made or obtained is required to be made or obtained by the Shareholder in connection with (i) the execution and delivery by the Shareholder and enforcement against the Shareholder of this Agreement, or (ii) the consummation of any transactions by the Shareholder provided for herein.

  • (f) Legal Proceedings. There are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its Affiliates, or any of the Subject Securities or other property of the Shareholder or any of its Affiliates, and there is no judgment, decree or order against the Shareholder or its Affiliates, or any of the Subject Securities or other property of the Shareholder or any of its Affiliates, that in each case would adversely affect in any manner the ability of the Shareholder to enter into this Agreement or adversely affect the Shareholder’s ability to perform its obligations hereunder or the title of the Shareholder to any of its Subject Securities.

  • (g) No Commitment. None of the Subject Securities held by the Shareholder is the subject of any commitment, undertaking or agreement, the terms of which would affect in any way the ability of the Shareholder to perform the Shareholder’s obligations with respect to such Subject Securities as set out in this Agreement.

3.2 Representations and Warranties of the Purchaser

The Purchaser hereby represents and warrants to each Shareholder as follows, and acknowledges that the Shareholder is relying upon such representations and warranties in entering into this Agreement:

  • (a) The Purchaser is a corporation duly incorporated and validly existing under the laws of the Province of British Columbia and the Purchaser has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder;

  • 7 -

  • (b) this Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement enforceable by the Shareholder against the Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;

  • (c) none of the execution and delivery by the Purchaser of this Agreement or the compliance by the Purchaser with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any organizational documents of the Purchaser; (ii) any contract to which the Purchaser is a party or by which the Purchaser is bound; (iii) any judgment, decree, order or award of any Governmental Authority; or (iv) any applicable Law, except in each case as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Purchaser to perform its obligations hereunder or that would reasonably be expected to prevent or materially delay the completion of the Arrangement; and

  • (d) there are no legal proceedings in progress or pending against or, to the knowledge of the Purchaser, threatened against the Purchaser or any of its Affiliates that would adversely affect in any manner the ability of the Purchaser to enter into this Agreement and to perform its obligations hereunder or that would reasonably be expected to prevent or materially delay the completion of the Arrangement.

ARTICLE 4 TERMINATION

4.1 Termination

This Agreement shall terminate in relation to a Shareholder: (i) by a written instrument executed by such Shareholder and the Purchaser; (ii) in the event that the Arrangement Agreement is terminated in accordance with its terms; or (iii) at the Effective Time; or (iv) it being determined (by agreement of the Purchaser and Norris) that the Transaction Shareholder Approval is not required.

4.2

Effect of Termination

If this Agreement is terminated in accordance with this Article 4 in relation to a Shareholder, the provisions of this Agreement will become void in relation to such Shareholder and the Purchaser and no such party shall have liability to any other party hereto in respect of whom this Agreement has been terminated, except in respect of a wilful, intentional or material breach of the representations, warranties, obligations, terms or conditions of this Agreement which occurred prior to such termination in which case the non-breaching party to this Agreement shall be entitled to pursue any and all remedies at law or equity which may be available to it.

  • 8 -

ARTICLE 5 GENERAL

5.1 Fiduciary Obligations

Nothing in this Agreement will: (a) restrict, limit or prohibit a holder of Subject Securities from exercising, solely in his or her capacity as an officer or director of Norris) his or her fiduciary duties to Norris under applicable Law; or (b) require a holder of Subject Securities, solely in his or her capacity as an officer or director of Norris, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of the board of directors of Norris undertaken in the exercise of their fiduciary duties; provided that such actions comply with the provisions of the Arrangement Agreement and such officer or director has first obtained the legal advice of independent legal counsel that such action or inaction would not be inconsistent with the exercise of his or her fiduciary duties or applicable Law. For greater certainty, however, each holder of Subject Securities understands and agrees that such holder shall, in his or her capacity as a holder of securities, remain obligated to vote or cause to be voted all his, her or its Subject Securities in the manner provided for by this Agreement regardless of the position that the board of directors of Norris takes, or its recommendation with respect to, the Arrangement Resolution.

5.2 Further Assurances

Each Shareholder will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the Purchaser may reasonably require to effectively carry out or better evidence or perfect the full intent of the parties and meaning of this Agreement.

5.3 Survival of Representations and Warranties

No investigations made by or on behalf any party or any of its authorized agents at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by any other party herein or pursuant hereto.

5.4

Disclosure

No press release or other disclosure (public or otherwise) with respect to the existence or details of this Agreement or the Arrangement shall be made by a Shareholder without the prior written consent of the Purchaser, except (a) to the extent required by applicable Law, or (b) to the Shareholder’s legal and financial advisors, provided that such advisors shall be required to comply with the foregoing disclosure obligations and the Shareholder agrees to be responsible for any breach of such disclosure obligations by any of such advisors. Each Shareholder hereby consents to the disclosure of the substance of this Agreement in any management information circular of Norris and of, if applicable, Pacton, or any press release or other public disclosure document prepared and disclosed by Norris or the Purchaser in accordance with applicable Laws, and to the filing of this Agreement on SEDAR, as may be required pursuant to applicable Securities Laws. A copy of this Agreement may be provided to Norris.

  • 9 -

5.5

Assignment

Other then as expressly contemplated by Section 2.2(a), this Agreement shall not be otherwise assignable by a Shareholder without the prior written consent of the Purchaser, which consent may not be unreasonably withheld. The Purchaser may not assign this Agreement to any third parties.

5.6 Time

Time shall be of the essence of this Agreement.

5.7 Governing Law

This Agreement will be governed by, and interpreted and enforced in accordance with, the laws in force in the Province of British Columbia (excluding any rule or principle of the conflict of laws which might refer such interpretation to the laws of another jurisdiction) and the federal laws of Canada applicable therein. Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia with respect to any matter arising hereunder or related hereto. The parties to this Agreement hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of British Columbia and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum. This Section 5.7 shall survive the termination of this Agreement.

5.8 Entire Agreement

This Agreement, including the appendices hereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof. There are no representations, warranties, conditions, undertakings, commitments, other agreements or acknowledgements, whether direct or collateral, express or implied, that form part of or affect this Agreement, or which induced any party hereto to enter into this Agreement or on which reliance is placed by any party hereto, except as specifically set forth in this Agreement .

5.9

Amendments

This Agreement may be amended, modified or supplemented only by a written agreement signed by all of the parties hereto.

5.10 Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

  • 10 -

5.11 Notices

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by mail or electronic mail addressed to the recipient as follows:

  • (a) if to any Shareholder, to such Shareholder at the -mail address indicated opposite the name of the Shareholder in Appendix “A”;

  • (b) if to the Purchaser:

Lithium One Metals Inc. 200 Burrard Street, Suite 1680 Vancouver, British Columbia V6C 3L6 Attention: Nav Dhaliwal, President & CEO Email: [redacted – personal information]

with a copy (which will not constitute notice) to:

Cozen O’Connor LLP 550 Burrard Street, Suite 2501, Vancouver, British Columbia V6C 2B5 Attention: Lucy Schilling Email: [redacted – personal information]

or to such other street address, individual or e-mail address as may be designated by notice given by either party to the other. Any demand, notice or other communication given by electronic mail will be conclusively deemed to have been given on the day of transmittal thereof if given during the normal business hours of the recipient and on the Business Day during which such normal business hours next occur if not given during such hours on any day.

5.12

Specific Performance and other Equitable Rights

It is recognized and acknowledged that a breach by any Shareholder, or by the Purchaser, of any material obligations contained in this Agreement will cause the Purchaser, or the applicable Shareholder (as the case may be), to sustain injury for which it would not have an adequate remedy at Law for money damages. Accordingly, in the event of any such breach, any aggrieved party shall be entitled to the remedy of specific performance of such obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and each party will waive, in any action for specific performance, interlocutory, preliminary and permanent injunctive relief and/or any other equitable relief, the defence of adequacy of a remedy at Law and any requirement for the securing or posting of any bond in connection with the obtaining of any such relief.

  • 11 -

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other related costs and expenses whatsoever and howsoever incurred.

5.14 Counterparts

This Agreement may be executed in any number of counterparts. Each executed counterpart will be deemed to be an original. All executed counterparts taken together will constitute one agreement.

To evidence the fact that a party hereto has executed this Agreement, such party may send a copy of its executed counterpart to the other parties hereto by electronic mail in Portable Document File (PDF) format. That party will be deemed to have executed this Agreement on the date it sent such electronic mail.

5.15 Independent Legal Advice

Each Shareholder acknowledges that:

  • (a) the Shareholder has read this Agreement in its entirety, understands this Agreement and agrees to be bound by its terms and conditions;

  • (b) the Shareholder has been advised to seek independent legal advice with respect to the Shareholder executing and delivering this Agreement and has received such advice or has, without undue influence, elected to waive the benefit of any such advice; and

  • (c) the Shareholder is entering into this Agreement voluntarily.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

/s/Dale Ginn

Signature of Shareholder

Dale Ginn

Name of Shareholder (please type or print)

/s/Michael Frymire

Signature of Shareholder

Michael Frymire

Name of Shareholder (please type or print)

/s/Joseph Meagher

Signature of Shareholder

Joseph Meagher

Name of Shareholder (please type or print)
/s/Brent Clark
Signature of Shareholder
Brent Clark
Name of Shareholder (please type or print)
/s/Robert Jewson
Signature of Shareholder
Robert Jewson
Name of Shareholder (please type or print)
/s/Carrie Cesarone
Signature of Shareholder
Carrie Cesarone
Name of Shareholder (please type or print)

Signature Page to Voting Support Agreement

LITHIUM ONE METALS INC.

Per: /s/ Nav Dhaliwal Name: Nav Dhaliwal Title: President

Signature Page to Voting Support Agreement

APPENDIX “A”

Subject Securities

Name of
Shareholder
Email of Shareholder Number(s) and type(s) of
Subject Securities held, directly
or indirectly, by the
Shareholder
Name of registered holder
(if different from the
Shareholder)
Dale Ginn [redacted – personal information]
Brent Clark
Michael Frymire
Robert Jewson
Joseph Meagher
Carrie Cesarone