NTG Clarity Networks Inc. - Proxy Solicitation & Information Statement 2021

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NEO LITHIUM CORP.

NOTICE

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 10, 2021

THE BOARD OF DIRECTORS OF NEO LITHIUM, AFTER CONSULTATION WITH THE SPECIAL COMMITTEE, ITS OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

NOVEMBER 8, 2021

NOTICE OF SPECIAL MEETING OF THE COMPANY ....................................................1 GLOSSARY OF TERMS .........................................................................................................1 GENERAL PROXY INFORMATION ....................................................................................1 Solicitation of Proxies .............................................................................................................1 Appointment and Revocation of Proxies ..................................................................................2 Changing your Vote ................................................................................................................2 Registering a Proxyholder .......................................................................................................3 Exercise of Discretion .............................................................................................................3 Advice to Beneficial Holders of Common Shares ....................................................................3 Record Date ............................................................................................................................4 Voting in Advance of the Meeting ...........................................................................................4 Attending the Meeting and Voting Online ...............................................................................5 Cautionary Note Regarding COVID-19 Outbreak....................................................................6 Voting Securities and Principal Holders of Voting Securities ..................................................6 Exchange Rate Information .....................................................................................................7 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION 7 NOTICE TO UNITED STATES SECURITY-HOLDERS .....................................................8 NOTICE REGARDING INFORMATION ..............................................................................8 QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT 10 SUMMARY OF CIRCULAR ................................................................................................. 16 The Meeting .......................................................................................................................... 16 Date, Time and Place of Meeting .......................................................................................... 16 The Record Date ................................................................................................................... 16 Purpose of the Meeting.......................................................................................................... 16 Effect of the Arrangement ..................................................................................................... 16 Shareholder Approval ........................................................................................................... 16 Description of The Arrangement ........................................................................................... 17 Recommendation of the Special Committee .......................................................................... 17 Recommendation of the Board .............................................................................................. 18 Reasons for the Arrangement ................................................................................................ 18 Fairness Opinion ................................................................................................................... 20 Voting Support Agreements .................................................................................................. 20

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Parties to the Arrangement .................................................................................................... 20 Feasibility Study ................................................................................................................... 20 Letter of Transmittal.............................................................................................................. 21 Court Approval of the Arrangement ...................................................................................... 21 Interests of Certain Directors and Executive Officers of Neo Lithium in the Arrangement ..... 21 The Arrangement Agreement ................................................................................................ 21 Rights of Dissent ................................................................................................................... 22 Risk Factors .......................................................................................................................... 22 Income Tax Considerations ................................................................................................... 22 Depositary and Proxy Solicitation Agent ............................................................................... 22 THE ARRANGEMENT ......................................................................................................... 23 Background to the Arrangement ............................................................................................ 23 Recommendation of the Special Committee .......................................................................... 29 Recommendation of the Board .............................................................................................. 29 Reasons for the Arrangement ................................................................................................ 30 Fairness Opinion ................................................................................................................... 33 Voting Support Agreements .................................................................................................. 34 Description of the Arrangement............................................................................................. 34 Regulatory Matters and Approvals ........................................................................................ 38 Delisting Matters ................................................................................................................... 40 INTERESTS OF CERTAIN PERSONS IN THE ARRANGEMENT .................................. 40 Change of Control Payments ................................................................................................. 40 Stock Option Plan ................................................................................................................. 41 Holdings of Company Securities ........................................................................................... 41 Business Combination under MI 61-101 ................................................................................ 41 Prior Valuations .................................................................................................................... 43 Formal Valuation .................................................................................................................. 43 Source of Funds .................................................................................................................... 43 THE ARRANGEMENT AGREEMENT ............................................................................... 43 Covenants ............................................................................................................................. 43 Other Covenants .................................................................................................................... 49 Guarantee .............................................................................................................................. 49 Representations and Warranties ............................................................................................. 49 Conditions of Closing............................................................................................................ 50

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Termination........................................................................................................................... 52 Termination Amounts ........................................................................................................... 53 RISK FACTORS RELATING TO THE ARRANGEMENT ................................................ 54 INFORMATION REGARDING NEO LITHIUM ................................................................ 57 Market for Securities ............................................................................................................. 57 Trading Price and Volume ..................................................................................................... 57 Prior Sales ............................................................................................................................. 58 Previous Distributions ........................................................................................................... 58 Information regarding the Material Property .......................................................................... 60 Dividends .............................................................................................................................. 60 INFORMATION REGARDING THE PURCHASER AND THE PARENT ....................... 61 RIGHTS OF DISSENTING SHAREHOLDERS .................................................................. 61 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ........................ 64 Holders Resident In Canada .................................................................................................. 65 Holders Not Resident in Canada ............................................................................................ 66 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS .............. 67 U.S. Federal Income Tax Consequences of the Receipt of the Consideration Pursuant to the Arrangement .............................................................................................................. 69 Payments Related to Dissent Rights ...................................................................................... 69 Receipt of Foreign Currency ................................................................................................. 69 Passive Foreign Investment Company Considerations ........................................................... 69 Net Investment Income Taxes ............................................................................................... 71 Backup Withholding and Information Reporting ................................................................... 71 INDEBTEDNESS OF OFFICERS AND DIRECTORS OF NEO LITHIUM ...................... 71 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .................... 71 MANAGEMENT CONTRACTS ........................................................................................... 72 AUDITORS ............................................................................................................................. 72 OTHER INFORMATION AND MATTERS ......................................................................... 72 LEGAL MATTERS ................................................................................................................ 72 ADDITIONAL INFORMATION ........................................................................................... 72 APPROVAL ............................................................................................................................ 72 CONSENT OF CORMARK SECURITIES INC. .................................................................. 73 APPENDIX A ARRANGEMENT RESOLUTION ............................................................ A-1 APPENDIX B PLAN OF ARRANGEMENT ...................................................................... B-1 APPENDIX C FAIRNESS OPINION ................................................................................. C-1

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APPENDIX D INTERIM ORDER ...................................................................................... D-1 APPENDIX E NOTICE OF APPLICATION ...................................................................... E-1 APPENDIX F DISSENT PROVISIONS .............................................................................. F-1

Dear Shareholders:

On behalf of the Board of Directors (the “ Board ”) of Neo Lithium Corp. (the “ Company ” or “ Neo Lithium ”), we invite you to attend a special meeting (the “ Meeting ”) of holders (“ Shareholders ”) of common shares of Neo Lithium (“ Common Shares ”) to be held on Friday, December 10, 2021 at 9:00 a.m. (Toronto time) in a virtual meeting format.

THE ARRANGEMENT

On October 8, 2021, the Company entered into an arrangement agreement (the “ Arrangement Agreement ”) with 2872122 Ontario Limited (the “ Purchaser ”) and Zijin Mining Group Co., Ltd. (the “ Parent ”), in respect of a proposed statutory plan of arrangement (the “ Arrangement ”) under Section 182 of the Business Corporations Act (Ontario). The purpose of the Arrangement is to, among other things, effect the acquisition by the Purchaser of all of the issued and outstanding Common Shares. If the Arrangement becomes effective, each Shareholder, other than any Shareholder who has validly exercised its dissent rights, will receive cash consideration of C$6.50 for each Common Share held (the “ Consideration ”). The Consideration represents a premium of approximately 36% based on the 20 trading-day volume-weighted average trading price of the Common Shares on the TSX Venture Exchange (“ TSXV ”), calculated as of October 8, 2021.

BENEFITS TO NEO LITHIUM SHAREHOLDERS

Immediate and significant premium of approximately 36% to the 20-day volume-weighted average share price on the TSXV prior to the announcement of the transaction.
All-cash offer that is not subject to a financing condition and that provides shareholders with immediate liquidity;
Strong deal certainty with a highly credible and leading global mining company as purchaser with the financial resources necessary to complete the Arrangement and a demonstrated track record of completed transactions in Canadian capital markets.
Offer eliminates current and anticipated risks associated with the financing and development of the Tres Quebradas project in Catamarca, Argentina (the “ 3Q Project ”) as an independent public entity with limited liquidity and financing alternatives, fluctuations in commodity prices and electric vehicle sentiment, and execution risk associated with building and operating the 3Q Project.

OPTION HOLDERS

All of the outstanding Options will be transferred to the Company and cancelled and, in exchange for such cancellation, holders of such Options will be entitled to, subject to withholding taxes and deductions where applicable, and in respect of each outstanding Option granted pursuant to the Company’s stock option plan, whether vested or unvested, an amount in cash equal to the Consideration less the applicable exercise price in respect of such Option.

INFORMATION CIRCULAR AND CLOSING DATE

At the Meeting, Shareholders will, among other things, be asked to consider and, if deemed advisable, pass a special resolution (the “ Arrangement Resolution ”) approving the Arrangement. The accompanying management information circular (“ Circular ”) contains a detailed description of the Arrangement and other information relating to Neo Lithium. Assuming that all of the conditions to the Arrangement are satisfied or waived, Neo Lithium expects the Arrangement to be completed during the first half of 2022.

BOARD RECOMMENDATION

The Board, based in part on the recommendation of a special committee of independent directors of the Board (the “ Special Committee ”) and the fairness opinion that the Board and the Special Committee received from Cormark

Securities Inc., has unanimously determined that the Arrangement is fair and reasonable to Shareholders and is in the best interests of the Company, and unanimously recommends that Shareholders vote FOR the Arrangement Resolution. The determination of the Special Committee and the Board is based on various factors described more fully in the accompanying Circular.

THE BOARD OF DIRECTORS OF NEO LITHIUM, AFTER CONSULTATION WITH THE SPECIAL COMMITTEE, ITS OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

VOTING SUPPORT AGREEMENTS

The Purchaser and the Parent have entered into voting support agreements (each, a “ Voting Support Agreement ”) with each director and officer of Neo Lithium that owns Common Shares or Options (collectively, the “ Supporting Shareholders ”), pursuant to which the Supporting Shareholders have agreed, subject to the terms and conditions of the relevant Voting Support Agreement, to, among other things, vote their Common Shares in favour of the Arrangement Resolution. The Supporting Shareholders collectively beneficially own or exercise control or direction over an aggregate of 12,239,300 Common Shares, representing approximately 8.7% of the outstanding Common Shares.

APPROVAL REQUIREMENTS

In order to become effective, the Arrangement Resolution must be approved by (i) at least 66⅔% of the votes cast at the Meeting or by proxy by the Shareholders; and (ii) a simple majority of the votes cast at the Meeting or by proxy by the Shareholders, excluding the votes cast in respect of Common Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with the minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions . The Arrangement also requires the approval of the Ontario Superior Court of Justice (Commercial List) and is subject to the satisfaction of certain regulatory approvals and other customary conditions for a transaction of this nature.

This is an important matter affecting the future of Neo Lithium and your vote is important regardless of the number of Common Shares you own.

REGISTERED SHAREHOLDERS

If you are a registered holder of Common Shares (a Shareholder whose names appears on the central securities register of the Company) (“ Registered Shareholder ”) but are unable attend the Meeting online, we encourage you to vote by completing the enclosed form of proxy. Voting by proxy will not prevent you from voting online if you attend the Meeting but will ensure that your vote will be counted if you are unable to attend. Forms of proxy must be returned to TSX Trust Company (the “ Transfer Agent ”), the Company’s transfer agent, at its offices at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1 prior to 9:00 a.m. (Toronto time) on December 8, 2021 or at least two days (excluding Saturdays, Sundays and holidays in the Province of Ontario) before the Meeting or any adjournment or postponement of the Meeting. The time limit for the deposit of proxies may be waived by the Chairman of the Meeting in his sole discretion without notice.

Registered Shareholders should complete and return the enclosed letter of transmittal (the “ Letter of Transmittal ”) which, when properly completed and duly executed and returned to the Depositary together with a certificate(s) representing Common Shares or Direct Registration System (“ DRS ”) advice(s), as applicable, and such additional documents, certificates and instruments as the Depositary may reasonably require, will enable each Registered Shareholder to obtain the Consideration to which such Registered Shareholder is entitled under the Arrangement. You are not required to send in your certificate(s) representing Common Shares or DRS advice(s), as applicable, to validly cast your vote in respect of the Arrangement at the Meeting. However, we encourage Registered Shareholders to complete, sign, date and return the Letter of Transmittal, together with their certificate(s) or DRS advice(s), as applicable, to the Depositary as soon as possible, and preferably no later than two business days prior to the effective date of the Arrangement, which will assist in arranging for the prompt payment of the Consideration to which such Registered Shareholders are entitled once the Arrangement is completed.

BENEFICIAL SHAREHOLDERS

If you are not a registered holder of Common Shares, and beneficially own your Common Shares (“ Beneficial Shareholder ”) held with a bank, broker or other financial intermediary, and have received these materials through your broker or through another intermediary, please complete and return the proxy, voting instruction form or other authorization provided to you by your broker or by such other intermediary in accordance with the instructions provided with the proxy, voting instruction form or other such authorization. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting. Beneficial Shareholders who received a voting instruction form or other authorization provided by your broker or by such other intermediary must, in sufficient time in advance of the Meeting, submit such voting instruction form or other authorization as required by your broker or by such other intermediary.

SHAREHOLDER QUESTIONS

We urge you to carefully consider all of the information in the Circular. If you require assistance, please consult your financial, legal or other professional advisors. If you have any questions or require more information with regard to the procedures for voting or completing your proxy or voting instruction form, please contact TMX Investor Services Inc. by calling toll free in North America at 1-800-294-5107, collect outside North America at 416-682-3825 or by email at [email protected].

On behalf of Neo Lithium, we would like to thank all Shareholders for their ongoing support.

Yours truly,

(signed) “Waldo A. Perez” Waldo A. Perez President and Chief Executive Officer

Vote using the following methods prior to the Meeting.	Internet	Telephone or Fax	Mail
Registered Shareholders and NOBO holders Common Shares held in own name and represented by a physical certificate or DRS Advice(s), as applicable.	www.voteproxyonline.com	No telephone voting, but proxies can also be submitted by fax to (416) 595 9593.	Return the form of proxy in the enclosed postage paid envelope.
Beneficial Shareholders Common Shares held with a broker, bank or other financial intermediary.	www.proxyvote.com	Call the number(s) listed on your voting instruction form.	Return the voting instruction form in the enclosed postage paid envelope.

NEO LITHIUM CORP.

401 Bay Street, Suite 2702 Toronto, Ontario M5H 2Y4

NOTICE OF SPECIAL MEETING OF THE COMPANY

NOTICE IS HEREBY GIVEN that, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) (the “ Court ”) dated November 8, 2021 (the “ Interim Order ”), a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of Neo Lithium Corp. (“ Neo Lithium ” or the “ Company ”) will be held on Friday, December 10, 2021 at 9:00 a.m. (Toronto time) in a virtual meeting format, for the following purposes:

to consider and, if thought advisable, to pass, with or without variation, a special resolution (the “ Arrangement Resolution ”) to approve a plan of arrangement (the “ Plan of Arrangement ”) pursuant to Section 182 of the Business Corporations Act (Ontario) (the “ OBCA ”) involving Neo Lithium, 2872122 Ontario Limited (the “ Purchaser ”), and Zijin Mining Group Co., Ltd. (the “ Parent ”) pursuant to an arrangement agreement dated October 8, 2021 among Neo Lithium, the Purchaser and the Parent. The full text of the Arrangement Resolution is set forth in Appendix A to the accompanying management information circular dated November 8, 2021 (the “ Circular ”); and
to transact such other business as may properly be brought before the Meeting or any postponement or adjournment thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the accompanying Circular. Completion of the proposed Plan of Arrangement is conditional upon certain other matters described in the Circular, including the approval of the Court and receipt of required regulatory approvals.

THE BOARD OF DIRECTORS OF NEO LITHIUM, AFTER CONSULTATION WITH THE SPECIAL COMMITTEE, ITS OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

The Board of Directors of Neo Lithium has fixed the record date for determining the Shareholders entitled to receive notice of and vote at the Meeting as the close of business on November 8, 2021 (the “ Record Date ”). Only registered Shareholders of the Company (“ Registered Shareholder ”) as of the Record Date are entitled to receive notice of, attend online and vote at the Meeting. A Registered Shareholder may attend the Meeting online or may be represented at the Meeting by proxy. Registered Shareholders who are unable to attend the Meeting online, or any postponement or adjournment thereof, are requested to complete, date, and sign the accompanying form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the accompanying Circular. The time limit for the deposit of proxies may be waived by the Chairman of the Meeting in his sole discretion without notice.

If you are a non-registered (beneficial) Shareholder (“ Beneficial Shareholder ”) and have received these materials through your bank, broker or other financial intermediary, please complete and return the voting instruction form provided to you by your bank, broker or other financial intermediary in accordance with the instructions provided therein.

Pursuant to and in accordance with the Plan of Arrangement (attached as Appendix B to the accompanying Circular), the Interim Order (attached as Appendix D to the accompanying Circular) and the provisions of Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement), Registered Shareholders have the right to dissent in respect of the Arrangement Resolution. If the Arrangement is completed, dissenting Shareholders who comply with the procedures set forth in Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) will be entitled to be paid the fair value of their Common Shares by the Purchaser. There can be no assurance that a dissenting Shareholder will receive consideration for his, her or its Common Shares of equal value to the consideration that such dissenting Shareholder would have received under the Arrangement. This dissent right is summarized in the Circular. Failure to strictly comply with the requirements set forth in Section 185

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of the OBCA (as modified by the Interim Order and the Plan of Arrangement) may result in the loss or unavailability of any right to dissent with respect to the Arrangement.

Beneficial Shareholders who wish to dissent in respect of the Arrangement Resolution should be aware that only Registered Shareholders are entitled to dissent. Accordingly, a Beneficial Shareholder desiring to exercise this right of dissent must make arrangements for the Common Shares beneficially owned by such person to be registered in his, her or its name prior to the time the written notice of dissent to the Arrangement Resolution is required to be received by Neo Lithium or, alternatively, make arrangements for the Registered Shareholder to dissent on his, her or its behalf.

In order for Registered Shareholders to receive the consideration they are entitled to upon completion of the Arrangement, such Registered Shareholders must complete and sign the letter of transmittal and return such letter of transmittal, together with their share certificates or DRS advice(s), as applicable, and related documents to the depositary in accordance with the procedures set out in the letter of transmittal.

In light of the global COVID-19 pandemic and to mitigate against its risks, the Meeting will be held in a virtual-only meeting format. You will not be able to attend the Meeting physically. A virtual only meeting format is being adopted as a precautionary measure in response to the COVID-19 pandemic to give all Shareholders an equal opportunity to participate at the Meeting regardless of their geographic location or the particular constraints, circumstances or risks they may be facing as a result of COVID-19. The Company is not aware of any items of business to be brought before the Meeting other than those described in the enclosed Meeting materials.

The Meeting can be accessed by logging in online at https://virtual-meetings.tsxtrust.com/1232, password: neolithium2021 (case sensitive). Registered Shareholders and duly appointed proxyholders will be able to virtually attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Beneficial Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests but will not be able to ask questions or vote at the Meeting. Further details and instructions are provided in the Circular under the headings “ Appointment and Revocation of Proxies ” and “ Attending the Meeting and Voting Online ”.

Registered Shareholders who are not able to be present at the Meeting may exercise their right to vote by dating, signing and returning the enclosed form of proxy in accordance with the instructions set out in the Circular. A form of proxy will not be valid unless it is deposited at the offices of the Company’s registrar and transfer agent, TSX Trust Company (the “Transfer Agent”) at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, prior to 9:00 a.m. (Toronto time) on December 8, 2021 or at least two days (excluding Saturdays, Sundays and holidays in the Province of Ontario) before the Meeting or any adjournment or postponement of the Meeting.

If you are a Beneficial Shareholder and have received these materials through your bank, broker or other financial intermediary, please complete and return the voting instruction form provided to you by your bank, broker or other financial intermediary in accordance with the instructions provided therein.

If you attend the Meeting online and you are a Registered Shareholder or fully appointed proxyholder and wish to vote at the Meeting, it is important that you remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures. If you have questions regarding your ability to participate or vote at the Meeting, please contact the Transfer Agent at 1-866-6005869 well in advance of the meeting start time.

Your vote is very important, regardless of the number of securities that you own. Whether or not you expect to attend the Meeting online, we encourage you to vote your form of proxy or voting instruction form as promptly as possible to ensure that your vote will be counted at the Meeting.

TMX Investor Services Inc. is acting as Neo Lithium’s proxy solicitation agent. If you have any questions or require any assistance in completing your form of proxy or voting instruction form, please contact TMX Investor Services Inc. at:

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North American Toll-Free Number: 1-800-294-5107

Collect Calls (outside of North America): 416-682-3825

Email: [email protected]

DATED the 8[th] day of November, 2021.

By Order of the Board of Directors

(signed) “ Waldo A. Perez ” Waldo A. Perez President and Chief Executive Officer

GLOSSARY OF TERMS

In this Circular, the following capitalized words and terms shall have the following meanings, unless the context otherwise requires, and words importing the singular include the plural and vice versa:

“ Acquisition Proposal ” means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer or proposal from any Person or group of Persons (other than the Parent, the Purchaser or one or more of their affiliates) after the date of the Arrangement Agreement, whether or not in writing, relating to: (a) any acquisition or purchase (or any lease, royalty, agreement, joint venture, long-term supply agreement or other arrangement having the same economic effect as an acquisition or purchase), direct or indirect, through one or more transactions, of (i) the assets of the Company (including voting or equity securities of any Subsidiary of the Company) and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Company (determined based upon the most recent publicly available consolidated financial statements of the Company prior to the date of the offer or proposal), or (ii) 20% or more of any voting or equity securities of the Company; (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Company, or 20% or more of any voting or equity securities of any one or more of any of its Subsidiaries that individually or in the aggregate constitute 20% or more of the consolidated assets of the Company (determined based upon the most recent publicly available consolidated financial statements of the Company prior to the date of the offer or proposal); or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or other similar transaction or series of transactions involving the Company or any of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Company (determined based upon the most recent publicly available consolidated financial statements of the Company prior to the date of the offer or proposal);

“ affiliate ” has the meaning given to it in NI 45-106, in force as of the date of the Arrangement Agreement;

“ allowable capital loss ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains or Capital Losses ”;

“ Arrangement ” means an arrangement of the Company under Section 182 of the OBCA 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 written consent of the Purchaser and the Company, each acting reasonably;

“ Arrangement Agreement ” means the arrangement agreement, including the schedules attached thereto, dated October 8, 2021 entered into between the Company, the Purchaser and the Parent, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof;

“ Arrangement Resolution ” means the special resolution of the Shareholders approving the Arrangement to be considered at the Meeting, in the form of Appendix A attached hereto;

“ Articles of Arrangement ” means the articles of arrangement of the Company in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably;

“ Authorization ” means, with respect to any Person, any authorization, order, permit, approval, filing, ruling, grant, waiver, licence, registration, consent, right, notification, condition, exemption, franchise, qualification, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, directive, decree, by-law, rule or regulation, of, from or required by any Governmental Entity having jurisdiction over the Person;

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“ Beneficial Shareholder ” has the meaning ascribed thereto under “ General Proxy Information – Advice to Beneficial Holders of Common Shares ”;

“ Board ” means the board of directors of the Company as constituted from time to time;

“ Board Recommendation ” means the unanimous recommendation of the Board to the Shareholders that they vote in favour of the Arrangement Resolution;

“ Broadridge ” has the meaning ascribed thereto under “ General Proxy Information – Advice to Beneficial Holders of Common Shares ”;

“ Business Day ” means any day of the year, other than a Saturday, Sunday or a statutory or civic or national holiday in the Province of Ontario, the People’s Republic of China or Hong Kong;

“ Canadian Securities Laws ” means the Securities Act, together with all rules and regulations and published policies thereunder and all other applicable securities Laws of any province or territory of Canada;

“ CATL ” means Contemporary Amperex Technology Co. Limited;

“ CDS ” has the meaning ascribed thereto under “ General Proxy Information – Advice to Beneficial Holders of Common Shares ”;

“ Certificate of Arrangement ” means the certificate of arrangement issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement;

“ CFCs ” has the meaning ascribed thereto under “ Certain United States Federal Income Tax Considerations ”;

“ Change in Recommendation ” has the meaning ascribed thereto under “ The Arrangement Agreement – Termination ”;

“ Circular ” means this management information circular and accompanying Notice of Meeting, including all schedules, appendices and exhibits hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement;

“ Code ” has the meaning ascribed thereto under “ Certain United States Federal Income Tax Considerations ”;

“ Common Shares ” means the common shares in the capital of the Company;

“ Confidentiality Agreement ” means the confidentiality agreement between the Parent and the Company dated August 9, 2021;

“ Consideration ” means C$6.50 in cash per Common Share;

“ Contract ” means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding, joint venture, partnership or other right or obligation (written or oral) to which a Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of their respective properties or assets is subject;

“ Cormark ” means Cormark Securities Inc.;

“ Court ” means the Ontario Superior Court of Justice (Commercial List);

“ COVID-19 ” means the coronavirus disease 2019, caused by the severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and/or any evolutions thereof or any other virus or disease developing from or arising therefrom;

“ CRA ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations ”;

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“ Depositary ” means TSX Trust Company or such other Person that the Company may appoint to act as depositary for the Common Shares in relation to the Arrangement, with the approval of the Purchaser, acting reasonably;

“ Director ” means the Director appointed pursuant to Section 278 of the OBCA;

“ Dissenting Resident Holder ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations – Dissenting Resident Holders ”;

“ Dissenting Non-Resident Holder ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations – Dissenting Non-Resident Holders ”;

“ Dissent Rights ” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

“ Dissenting Shareholder ” means a Registered Shareholder as of the Record Date of the Meeting who (i) has validly exercised Dissent Rights in strict compliance with Section 3.1 (including the time limits therein) of the Plan of Arrangement, (ii) has not withdrawn or deemed to have withdrawn such exercise of Dissent Rights, and (iii) is ultimately entitled to be paid the fair value for his, her or its Common Shares, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such Registered Shareholder;

“ DRS ” means direct registration system;

“ DRS advice ” means an advice evidencing shareholdings under the direct registration system;

“ Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

“ Environmental Impact Approval ” means approval from the Ministry of Mines of the Province of Catamarca, Argentina, approving the Environmental Impact Report (“ Informe de Impacto Ambiental ”) for the proposed exploitation stage of the Material Property as designed;

“ Expense Reimbursement Amount ” has the meaning ascribed thereto in “ The Arrangement Agreement – Termination Amounts ”;

“ Fairness Opinion ” means the opinion provided to the Board and to the Special Committee by Cormark to the effect that, as of the date of such opinion, the Consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders;

“ Fasken ” means Fasken Martineau DuMoulin LLP, counsel the Company and the Special Committee;

“ Feasibility Study ” means the definitive feasibility study on the Material Property prepared by Worley Chile S.A. and Worley Argentina S.A.;

“ Final Order ” means the final order of the Court pursuant to subsection 182(5) of the OBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal;

“ forward-looking information ” and “ forward-looking statement ” has the meaning ascribed thereto under “ Cautionary Statement Regarding Forward-Looking Information ”;

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“ Governmental Entity ” means: (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, ministry, bureau or agency, domestic or foreign; (b) any stock exchange, including the TSXV; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasigovernmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, antitrust, foreign investment, expropriation or taxing authority under or for the account of any of the foregoing;

“ Holder ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations ”;

“ IFRS ” means generally accepted accounting principles in Canada from time to time including, for the avoidance of doubt, the standards prescribed in Part I of the CPA Canada Handbook – Accounting (International Financial Reporting Standards) as the same may be amended, supplemented or replaced from time to time;;

“ Interim Order ” means the interim order of the Court pursuant to subsection 182(5) of the OBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably;

“ Intermediary ” has the meaning ascribed thereto under “ General Proxy Information – Advice to Beneficial Holders of Common Shares ”;

“ Investment Canada Act ” means the Investment Canada Act (Canada);

“ ICA Approval ” means no notice has been given under subsection 25.2(1) or subsection 25.3(2) of the Investment Canada Act within the prescribed period or, if notice has been given under subsection 25.2(1) or subsection 25.3(2) of the Investment Canada Act, then either the Minister or Ministers under the Investment Canada Act have sent to the Purchaser a notice under paragraph 25.2(4)(a) or paragraph 25.3(6)(b) of the Investment Canada Act, or the Governor in Council has issued an order under paragraph 25.4(1)(b) of the Investment Canada Act authorizing the transactions contemplated by the Arrangement Agreement, provided that any terms and conditions attached to any such order are acceptable to the Purchaser, acting reasonably;

“ Key Regulatory Approvals ” means the PRC Approvals and the ICA Approval;

“ Law ” or “ Laws ” means, with respect to any Person, any and all applicable law (statutory, common, equitable or otherwise), constitution, treaty, convention, ordinance, by-law, code, rule, regulation, order, injunction, notice, judgment, award, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise;

“ Letter of Transmittal ” means the letter of transmittal accompanying this Circular;

“ Lien ” means any hypothecs, mining hypothecs, mortgages, pledges, assignments, liens, charges, security interests, prior claims, statutory or deemed trusts, encumbrances, encroachments, options, rights of first refusal or first offer, occupancy rights, covenants, contractual rights of set-off, rights of distraint, assignments, liens, retentions or defects of title of any kind or nature, or restrictions (including any restrictions on use, transfer, voting, receipt of income or other exercise of any attributes of ownership) or adverse rights or claims or other third party interests or encumbrances of any kind, including in each case whether fixed or floating, perfected or not, or contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“ Material Adverse Effect ” means, any event, change, occurrence, development, effect or state of facts or circumstance that, individually or in the aggregate with other events, changes, occurrences, developments, effects or states of facts or circumstances is, or would reasonably be expected to be, material and adverse to (a) the business,

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affairs, operations, results of operations, assets (tangible or intangible), properties, capitalization, condition (financial or otherwise) or liabilities of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations hereunder and consummate the transactions contemplated hereby; provided that in the case of (a), no event, change, occurrence, development, effect or state of facts or circumstance shall be deemed to constitute, nor shall any of the foregoing be taken into account in determining whether there has been a Material Adverse Effect, to the extent that such event, change, occurrence, development, effect or state of facts or circumstance results from or arises out of:

(i) any change or development generally affecting the mining industry or the lithium industry;
(ii) any change or development in global, national or regional political conditions;
(iii) any outbreak or escalation of hostilities or war or acts of terrorism or any earthquake, flood or other natural disaster or general outbreaks of illness (including COVID-19);
(iv) any change in general economic, business or regulatory conditions or in financial, credit, currency, securities or commodities markets in Canada, Argentina or globally;
(v) any change (on a current or forward basis) in the price of lithium;
(vi) any adoption, proposed implementation or change in applicable Law or any interpretation or application (or non-application) thereof by any Governmental Entity;
(vii) any change in IFRS or changes in applicable regulatory accounting requirements applicable to the industries in which the Company and its Subsidiaries conduct business;
(viii) the execution, announcement or performance of the Arrangement Agreement or the consummation of the transactions contemplated therein, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or any of its Subsidiaries with any of its current or prospective employees, customers, suppliers or partners;
(ix) compliance with the terms of, or the taking of any actions expressly required by, the Arrangement Agreement;
(x) any actions taken by the Company which the Purchaser has requested in writing;
(xi) the results of the Feasibility Study or the public announcement thereof; or
(xii) any change in the market price or trading volume of any securities of the Company or any suspension of trading in securities generally or on any securities exchange on which any securities of the Company trade (it being understood that, without limiting the applicability of paragraphs (a) through (k), the causes underlying such change or suspension may be taken into account in determining whether a Material Adverse Effect has occurred);

provided that, with respect to clauses (i) through to and including (vii), such matter does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the mining industry;

“ Material Property ” or “ 3Q Property ” means the Tres Quebradas project in Catamarca, Argentina, as described in the technical report of the Company entitled “Preliminary Feasibility Study (PFS) – 3Q Project, NI 43-101 Technical Report, Catamarca, Argentina”, with a second amended date of April 1, 2021 and publicly filed under the profile of the Company on SEDAR;

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“ Meeting ” means the special meeting of Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution, to be held on Friday, December 10, 2021 at 9:00 a.m. (Toronto time);

“ Minister ” has the meaning ascribed thereto under “ The Arrangement – Regulatory Matters and Approvals – Investment Canada Act Approval ”;

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ;

“ misrepresentation ” has the meaning given to it in the Securities Act;

“ National Security Guidelines ” has the meaning ascribed thereto under “ The Arrangement – Regulatory Matters and Approvals – Investment Canada Act Approval ”;

“ National Security Notice ” has the meaning ascribed thereto under “ The Arrangement – Regulatory Matters and Approvals – Investment Canada Act Approval ”;

“ National Security Review ” has the meaning ascribed thereto under “ The Arrangement – Regulatory Matters and Approvals – Investment Canada Act Approval ”;

“ Neo Lithium ” or the “ Company ” means Neo Lithium Corp.;

“ Net Benefit Ruling ” has the meaning ascribed thereto under “ The Arrangement – Regulatory Matters and Approvals – Investment Canada Act Approval ”;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions ;

“ NI 54-101 ” means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ;

“ NOBOs ” or “ Non-Objecting Beneficial Owners ” has the meaning ascribed thereto under “ General Proxy Information – Advice to Beneficial Holders of Common Shares ”;

“ Non-Resident Holder ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada ”;

“ Notice ” has the meaning ascribed thereto under “ The Arrangement – Regulatory Matters and Approvals – Investment Canada Act Approval ”;

“ Notice of Meeting ” means the Notice of Special Meeting accompanying this Circular;

“ OBCA ” means the Business Corporations Act (Ontario);

“ OBOs ” or “ Objecting Beneficial Owners ” has the meaning ascribed thereto under “ General Proxy Information – Advice to Beneficial Holders of Common Shares ”;

“ officer ” has the meaning specified in the Securities Act (Ontario);

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“ Option Consideration ” means, in respect of each Option, an amount in cash equal to the amount (if any) by which the Consideration exceeds the exercise price payable under such Option by the holder thereof to acquire one whole Common Share;

“ Optionholder ” means a holder of Options;

“ Options ” means the options to purchase Common Shares granted under the Stock Option Plan;

“ Order ” or “ Orders ” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, or decrees of any Governmental Entity (in each case, whether temporary, preliminary or permanent);

“ ordinary course of business ”, “ ordinary course of business consistent with past practice ”, or any similar reference, means, with respect to an action taken by a Person, that such action is consistent with the past practices of such Person, is commercially reasonable in the circumstances in which it is taken, and is taken in the ordinary course of the normal day-to-day business and operations of such Person and for greater certainty, including any action required to be taken by the Company as a result of, or related to, COVID-19, to the extent required by applicable Law;

“ OTCQX ” means the OTCQX International tier of the OTC Markets Group platform;

“ Outside Date ” means March 8, 2022 or such later date as may be agreed to in writing by the Parties, provided that if the Effective Date has not occurred by March 8, 2022 as a result of the failure to satisfy either the regulatory approval condition or the Environmental Impact Approval condition set forth in the Arrangement Agreement, then either the Purchaser or the Company may elect by notice in writing delivered to the Company or to the Purchaser, as applicable, by no later than 5:00 p.m. (Toronto time) on a date that is on or prior to such date or, in the case of subsequent extensions, the date that is on or prior to the Outside Date, as previously extended, to extend the Outside Date from time to time by a specified period of not less than 15 days, provided that in aggregate such extensions shall not exceed 90 days from March 8, 2022, provided further that, notwithstanding the foregoing, neither the Purchaser nor the Company shall be permitted to extend the Outside Date if the failure to satisfy any such condition is primarily the result of the breach by such Party of its representations and warranties set forth in the Arrangement Agreement or its failure to comply with its covenants therein;

“ Parent ” or “ Zijin ” means Zijin Mining Group Co., Ltd.;

“ Parties ” means the Company, the Purchaser and the Parent, and “ Party ” means any one of them or the Parent and the Purchaser jointly, as the context requires;

“ Person ” includes any individual, partnership, association, body corporate, company, corporation, organization, trust, estate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“ PFIC ” has the meaning ascribed thereto under “ Risk Factors Relating to the Arrangement ”;

“ Plan of Arrangement ” means the plan of arrangement of the Company, substantially in the form attached as Appendix B hereto, and any amendments or variations thereto made in accordance with the Arrangement Agreement and the Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of the Company and the Purchaser, each acting reasonably;

“ PRC Approvals ” means any approvals required to be obtained from Governmental Entities in the People’s Republic of China (including, (i) the National Development and Reform Commission of the People’s Republic of China, (ii) the Ministry of Commerce of the People’s Republic of China, and (iii) the State Administration of Foreign Exchange of the People’s Republic of China) in order for the Parent and the Purchaser to complete the transactions contemplated by the Arrangement Agreement;

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“ Proposed Amendments ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations ”;

“ Purchaser ” means 2872122 Ontario Limited, a corporation existing under the laws of Ontario;

“ Purchaser Response Period ” has the meaning ascribed thereto under “ The Arrangement Agreement – Covenants – Covenants Regarding Non-Solicitation ”;

“ QEF election ” has the meaning ascribed thereto under “ Certain United States Federal Income Tax Considerations – Passive Foreign Investment Company Considerations – Qualified Electing Fund Election ”;

“ Record Date ” has the meaning ascribed thereto under “ General Proxy Information – Record Date ”;

“ Registered Shareholder ” means a registered holder of Common Shares as recorded in the central securities register of the Company maintained by the Transfer Agent;

“ Regulatory Approvals ” means those sanctions, rulings, consents, Orders, waivers, exemptions, Authorizations and other approvals of (including the expiry, waiver, termination or lapse, without objection, of a waiting period or prescribed time imposed by Law that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of any Governmental Entities in each case required in relation to or applicable to the completion of the transactions contemplated hereby, including the Key Regulatory Approvals, but excluding the Interim Order and the Final Order;

“ Representatives ” means, with respect to any Person, such Person’s officers, directors, employees and other representatives acting on its behalf, including any financial advisors, attorneys and accountants;

“ Resident Holder ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada ”;

“ Reverse Termination Amount ” means US$35,000,000;

“ Reviewable Transaction ” has the meaning ascribed thereto under “ The Arrangement – Regulatory Matters and Approvals – Investment Canada Act Approval ”;

“ Securities ” means the Common Shares and the Options;

“ Securities Act ” means the Securities Act (Ontario);

“ Securityholder ” means a holder of one or more the Securities;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval described in National Instrument 13101 – System for Electronic Document Analysis and Retrieval ;

“ Shareholders ” means the Registered Shareholders and/or Beneficial Shareholders, as the context requires;

“ Special Committee ” means the special committee of independent members of the Board formed in relation to the proposal to effect the transactions contemplated by the Arrangement Agreement;

“ Stock Option Plan ” means the Company’s stock option plan, last approved by Shareholders on June 25, 2021;

“ Subsidiary ” has the meaning given to it in NI 45-106, in force as of the date of the Arrangement Agreement;

“ Superior Proposal ” means a bona fide written Acquisition Proposal from a Person or Persons who is or are, as at the date of the Arrangement Agreement, a party that deals at arm’s length with the Company, that is not obtained in violation of the Arrangement Agreement or any agreement between the Person making such Superior Proposal and

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the Company, to acquire 100% of the outstanding Common Shares (other than the Common Shares beneficially owned by the Person or Persons making such Superior Proposal) or all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis made after the date of the Arrangement Agreement and before the Meeting: (a) that is not subject to any financing condition and in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to be available at the time and on the basis set forth therein to the satisfaction of the Board, acting in good faith; (b) that is not subject to a due diligence or access condition; (c) that is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person or Persons making such Acquisition Proposal; and (d) in respect of which the Board determines in good faith, after consultation with its outside financial and legal advisors, and after taking into account all the terms and conditions of such Acquisition Proposal and all factors and matters considered appropriate in good faith by the Board, would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that is more favourable, from a financial point of view, to the Shareholders, than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.6(g) of the Arrangement Agreement);

“ Superior Proposal Notice ” has the meaning ascribed thereto under “ The Arrangement Agreement – Covenants – Covenants Regarding Non-Solicitation ”;

“ Supporting Shareholders ” means the directors and senior officers of the Company that hold Common Shares or Options as of the date of the Arrangement Agreement;

“ Tax ” or “ Taxes ” means any taxes, duties, fees, premiums, assessments, imposts, levies, and other similar charges imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof;

“ Tax Act ” means the Income Tax Act (Canada) and all regulations promulgated thereunder and all amendments thereto;

“ taxable capital gain ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains or Capital Losses ”;

“ Termination Amount ” means US$35,000,000;

“ third-party proxyholder ” has the meaning ascribed thereto under “ General Proxy Information – Appointment and Revocation of Proxies ”;

“ TMX Investor Services ” means TMX Investor Services Inc.;

“ Transfer Agent ” has the meaning ascribed thereto under “ General Proxy Information – Solicitation of Proxies ”;

“ Treasury Regulations ” has the meaning ascribed thereto under “ Certain United States Federal Income Tax Considerations ”;

“ TSXV ” means TSX Venture Exchange;

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

“ U.S. Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended;

“ U.S. Holder ” has the meaning ascribed thereto under “ Certain United States Federal Income Tax Considerations ”;

“ U.S. Securities Act ” means the U.S. Securities Act of 1933, as amended; and

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“ Voting Support Agreements ” means the voting agreements dated the date of the Arrangement Agreement and made between the Purchaser and Supporting Shareholders setting forth the terms and conditions on which the Supporting Shareholders have agreed, among other matters, to vote their Common Shares in favour of the Arrangement Resolution.

MANAGEMENT INFORMATION CIRCULAR

SPECIAL MEETING OF THE COMPANY TO BE HELD ON DECEMBER 10, 2021

GENERAL PROXY INFORMATION

Solicitation of Proxies

This management information circular (this “Circular”) is furnished in connection with the solicitation by the management of Neo Lithium Corp. (the “Company”) of proxies to be used at the special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) of the Company to be held virtually at https://virtual-meetings.tsxtrust.com/1232, password: neolithium2021 (case sensitive), on Friday, December 10, 2021 at 9:00 a.m. (Toronto time) for the purposes set forth in the accompanying notice of special meeting (the “Notice of Meeting”). References in the Circular to the Meeting include any adjournments or postponements thereof. Only Shareholders of record on November 8, 2021 are entitled to notice of, and to attend and vote at the Meeting.

Unless otherwise stated, the information contained in the Circular is given as at November 8, 2021. All references to US$ are to United States dollars and all references to C$ are to Canadian dollars. Information set forth herein as to shareholdings is based upon publicly-available information filed by the respective persons holding such Common Shares.

In light of the global COVID-19 pandemic and to mitigate against its risks, the Meeting will be held in a virtual only meeting format. You will not be able to attend the Meeting physically. A virtual-only meeting format is being adopted in response to the COVID-19 pandemic to give all Shareholders an equal opportunity to participate at the Meeting regardless of their geographic location or the particular constraints, circumstances or risks they may be facing as a result of COVID-19. The Company is not aware of any items of business to be brought before the Meeting other than those described in the enclosed Meeting materials.

If you attend the Meeting online and you are a Registered Shareholder or proxyholder and wish to vote at the Meeting, it is important you remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures, as set forth below. If you have any questions regarding your ability to participate or vote at the Meeting, please contact the Company’s registrar and transfer agent, TSX Trust Company (the “ Transfer Agent ”) at 1-866-600-5869 well in advance of the meeting start time.

It is expected that proxy solicitation will be primarily by mail; however, proxies may also be solicited by telephone or in writing by directors, officers or designated agents of the Company. The Company has retained the services of TMX Investor Services to provide the following services in connection with the Meeting: review and analysis of the Circular, provide advice regarding corporate governance best practices, liaise with proxy advisory firms and facilitate communication with Shareholders. In connection with these services, the Company will pay fees of up to C$80,000, plus certain variable per-action fees and out-of-pocket expenses. Interested Shareholders may contact TMX Investor Services toll-free within North America at 1-800-294-5107 or collect outside North America at 1-416-682-3825 or by email at [email protected]. The cost of proxy solicitation will be borne by the Company.

Shareholders and duly appointed proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholders as described below) who participate at the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided that they are connected to the internet. Guests, including Beneficial Shareholders who have not duly appointed themselves as proxyholder, can log in to the Meeting as a “guest” as set out below under “ Attending the Meeting and Voting Online ”. Guests can listen to the Meeting but will not be able to participate or vote. Shareholders will not be able to attend the Meeting physically.

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Appointment and Revocation of Proxies

The following applies to Shareholders who wish to appoint a person (a “ third-party proxyholder ”) other than the executive officers of the Company identified on the form of proxy or voting instruction form, as applicable, as proxyholder, including Beneficial Shareholders who wish to appoint themselves as proxyholder to attend and vote at the Meeting.

Shareholders who wish to appoint a third-party proxyholder to attend at the Meeting as their proxyholder and vote their Common Shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder with the Transfer Agent, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required to vote at the Meeting and only being able to attend as a guest.

Step 1 – Submit your Form of Proxy or Voting Instruction Form: To appoint a third-party proxyholder, insert that person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you are a Beneficial Shareholder and wish to vote at the Meeting, you must insert your own name in the space provided on the voting instruction form sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary AND register yourself as your proxyholder, as described below. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary.
Step 2 – Register your Proxyholder: To register a third-party proxyholder, Shareholders must email the Transfer Agent at [email protected] by no later than 9:00 a.m. (Toronto time) on December 8, 2021 or at least two days (excluding Saturdays, Sundays and holidays in the Province of Ontario) before the Meeting or any adjournment or postponement of the Meeting and provide the Transfer Agent with the required proxyholder contact information so that the Transfer Agent may provide the third-party proxyholder with a control number via email. This control number will allow third-party proxyholders to log in and vote at the Meeting. Without a control number, third-party proxyholders will not be able to vote at the Meeting and will only be able to participate as a guest.

Changing your Vote

A Registered Shareholder who has given a proxy may revoke it:

(a) by completing and signing a proxy bearing a later date and depositing it with the Transfer Agent in accordance with the instructions set out above;
(b) by depositing an instrument in writing, expressly revoking such proxy executed by such Registered Shareholder or Registered Shareholder’s attorney authorized in writing either:
(i) with the Transfer Agent by no later than 9:00 a.m. (Toronto time) on December 8, 2021, or at least two days (excluding Saturdays, Sundays and holidays in the Province of Ontario) before the Meeting or any adjournment or postponement of the Meeting;
(ii) for the Meeting as indicated in the Notice of Meeting and form of proxy; or
(iii) with the scrutineers of the Meeting, addressed to the attention of the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment thereof; or
(c) in any other manner permitted by Law.

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Registering a Proxyholder

IF YOU APPOINT A PROXYHOLDER YOU MUST SUBMIT YOUR FORM OF PROXY OR VOTING INSTRUCTION FORM APPOINTING YOUR PROXYHOLDER AND YOU MUST ENSURE THAT YOUR PROXYHOLDER REGISTERS (SEPARATELY) WITH THE TRANSFER AGENT.

The registration by proxyholders with the Transfer Agent is an additional step which must be taken after the Shareholder has submitted their form of proxy or voting instruction form. It is the responsibility of the Shareholder to advise their proxy to contact the Transfer Agent to request a control number and provide the URL to access the Meeting. Failure by a proxyholder to register with the Transfer Agent will result in the proxyholder not receiving a control number – which is required in order to vote at the Meeting.

In order to register, a third-party proxyholder must email the Transfer Agent at [email protected] by 9:00 a.m. (Toronto time) on December 8, 2021 and provide the Transfer Agent with their required contact information so that the Transfer Agent may provide the proxyholder with a control number via email.

Without a control number proxyholders will only be able to listen to, but not vote at, the Meeting.

Exercise of Discretion

A form of proxy representing Common Shares of a Registered Shareholder will be voted or withheld from voting in accordance with the instructions of such Registered Shareholder on any ballot that may be called for, and if such Registered Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of such specifications, such Common Shares will be voted FOR each of the matters referred to herein.

The form of proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of the Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters that are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxy.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to herein as “ Beneficial Shareholders ”) should note that only proxies deposited by Registered Shareholders can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. More particularly, a person is a Beneficial Shareholder in respect of Common Shares which are held on behalf of that person but which are registered either: (a) in the name of an intermediary (“ Intermediary ”) that the Beneficial Shareholder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as the Canadian Depository for Securities Limited (“ CDS ”)), of which the Intermediary is a participant. In Canada, the vast majority of such shares are registered under the name of CDS, which acts as nominee for many Canadian brokerage firms. Common Shares held by brokers or their nominees can only be voted upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their nominees are prohibited from voting Common Shares held for Beneficial Shareholders. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person or that the Common Shares are duly registered in their name.

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Applicable Canadian securities regulation requires Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to Registered Shareholders. However, its purpose is limited to instructing the Registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder.

In Canada, the majority of brokers now delegate responsibility for obtaining instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions (“ Broadridge ”). Broadridge typically supplies Beneficial Shareholders with a voting instruction form and asks them to return the completed voting instruction form to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving such a voting instruction form cannot use that as a form of proxy to vote Common Shares directly at the Meeting. The voting instruction form must be returned well in advance of the Meeting in order to provide instructions on how to vote the Common Shares.

Beneficial Shareholders fall into two categories – those who object to their identity being made known to the issuers of securities which they own (“ OBOs ” or “ Objecting Beneficial Owners ”) and those who do not object to their identity being made known to the issuers of the securities they own (“ NOBOs ” or “ Non-Objecting Beneficial Owners ”). Subject to the provisions of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) issuers may request and obtain a list of their NOBOs from Intermediaries via their transfer agents. Pursuant to NI 54-101, issuers may obtain and use the NOBO list for distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. The Company will be sending the Circular, Notice of Meeting and proxy-related materials directly to NOBOs and the Company intends to pay for the Intermediaries to deliver the Meeting materials to Beneficial Shareholders.

OBOs can expect to receive their materials related to the Meeting from Broadridge or their brokers or their brokers’ agents as set out above. If a reporting issuer does not intend to pay for an Intermediary to deliver materials to OBOs, OBOs will not receive the materials unless their Intermediary assumes the cost of delivery. The Company intends to pay for Intermediaries to deliver the proxy-related materials to OBOs.

Record Date

The directors have fixed November 8, 2021, as the record date for the determination of Shareholders entitled to receive Notice of the Meeting (the “ Record Date ”). Only Shareholders of record on the Record Date are entitled to vote at the Meeting.

Voting in Advance of the Meeting

To vote in advance of the Meeting, Registered Shareholders can vote by no later than 9:00 a.m. (Toronto time) on December 8, 2021, or at least two days (excluding Saturdays, Sundays and holidays in the Province of Ontario) before the Meeting or any adjournment or postponement of the Meeting as follows:

Internet: Go to www.voteproxyonline.com at least 15 minutes before the Meeting is scheduled to start. Enter the 12-digit control number printed on the form of proxy and follow the instructions on the screen.
Fax: Enter voting instructions, sign and date the form of proxy and send your completed form of proxy to: TSX Trust Company, Attention: Proxy Department, 1 (416) 595-9593.
Mail: Enter voting instructions, sign and date the form of proxy and return your completed form of proxy in the enclosed postage paid envelope to:

TSX Trust Company Attention: Proxy Department

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100 Adelaide Street West, Suite 301 Toronto, ON M5H 4H1

As a Beneficial Shareholder, unless you appoint yourself or a third-party proxyholder to vote at the Meeting, you will need to provide your voting instructions to your Intermediary before the date indicated in your voting instruction form. A completed voting instruction form should be deposited in accordance with the instructions printed on the form. You can vote your Common Shares as follows:

Internet: Go to www.proxyvote.com. Enter the 16-digit control number printed on the voting instruction form and follow the instructions on screen.
Phone or Fax, as applicable: Depending on the intermediary from whom you receive your voting instructions, you may have the option to vote either by phone or by fax, but not both. Beneficial Shareholders should refer to the instructions in their voting instruction form to determine their ability to vote by either phone or fax.

Canadian Beneficial Shareholders who have the option to vote by phone specified on their voting instruction form can do so by calling 1 (800) 474-7493 (English) or 1 (800) 474-7501 (French). United States Beneficial Shareholders who have the option to vote by phone specified on their voting instruction form can do so by calling 1 (800) 454-8683. In each case you will need to enter your 16-digit control number. Follow the interactive voice recording instructions to submit your vote.

If your voting instruction form specifies you can vote by fax, follow the instructions on your voting instruction form to fax the instructions to (416) 595 9593.

Mail: Enter your voting instructions, sign and date the voting instruction form, and return the completed voting instruction form in the enclosed postage paid envelope.

Shareholders sending their completed form of proxy or voting instruction form via mail should take into account any mail delivery interruptions. It is the responsibility of the Shareholder to ensure that their completed form of proxy or voting instruction form is received prior to the applicable deadline. Late proxies will not be accepted.

Attending the Meeting and Voting Online

Recognizing the widespread cancellation of public events for the protection of individuals and public safety in the face of the ongoing COVID‐19 pandemic, the Meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the online Meeting is provided below. The Meeting will begin at 9:00 a.m. (Toronto time) on December 10, 2021.

Attending the Meeting online enables Registered Shareholders and duly appointed proxyholders, including Beneficial Shareholders who have duly appointed a proxyholder, who were given a control number to participate at the Meeting, ask questions and vote, all in real time. Registered Shareholders and duly appointed third party proxyholders can vote at the appropriate times during the Meeting. Guests, including Beneficial Shareholders who have not duly appointed a proxyholder, can log in to the Meeting as set out below. Guests can listen to the Meeting but are not able to vote.

Registered Shareholders, duly appointed proxyholders and Beneficial Shareholders can attend the Meeting online by:

Go to https://virtual-meetings.tsxtrust.com/1232 at least 15 minutes before the Meeting is scheduled to start.
Follow these instructions:
Registered Shareholders – Click “I have a control number” and enter the 12‐digit control number located on your form of proxy or in the email notification you received from the Transfer Agent. The password for the Meeting is “neolithium2021” (case sensitive).

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Duly appointed proxyholders ( including those duly appointed by Beneficial Shareholders) – Click “ I have a control number ” and enter the 12-digit control number provided by the Transfer Agent. The password for the Meeting is “neolithium2021” (case sensitive). See “ Registering a Proxyholder ” above .
Guests – If you are a Beneficial Shareholder and have not duly appointed yourself or somebody else as proxyholder, you may attend the Meeting by clicking “ I am a guest ” and completing the online form. Beneficial Shareholders will be able to listen to the Meeting but will not be able to vote or submit questions.

If you are using a 12-digit control number to log in to the online Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you do not wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

Cautionary Note Regarding COVID-19 Outbreak

As of the date of this Circular, the Company intends to hold the Meeting virtually as described in greater detail in the Notice of Meeting. The Company is carefully monitoring developments related to the COVID19 outbreak. All Shareholders, regardless of geographic location and equity ownership, will have an equal opportunity to participate at the Meeting and engage with directors of the Company and management as well as other Shareholders. Registered Shareholders and duly appointed proxyholders will be able to attend the virtual Meeting, ask questions and vote, all - in real time, provided they are connected to the internet and have logged in at https://virtual meetings.tsxtrust.com/1232. Beneficial Shareholders who have not duly appointed themselves as proxyholder will be able to attend the online Meeting as guests, but as such will not be able to vote at or otherwise participate in the Meeting. The Company reserves the right to take any further precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) changing the Meeting date and/or changing the means of holding the Meeting; and (ii) such other measures as may be recommended by public health authorities. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company's profile on SEDAR. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail an amended Circular, Notice of Meeting or related proxy.

Voting Securities and Principal Holders of Voting Securities

The authorized share capital of the Company consists of an unlimited number of Common Shares without par value. As at the Record Date, there were 141,411,321 Common Shares issued and outstanding. Each Common Share entitles the holder to one vote on all matters to be acted on at the Meeting. A quorum for the Meeting consists of two persons present at the Meeting or by proxy, holding or representing in the aggregate not less than 25% of the total number of votes attaching to all shares carrying the right to vote at the Meeting. The Company has no other classes of voting securities.

To the knowledge of the directors and officers of the Company, there are no persons or companies that beneficially own, or exercise control or direction over, directly or indirectly, 10% or more of the issued and outstanding Common Shares.

Only holders of record of Common Shares at the close of business on the Record Date will be entitled to vote online or by proxy at the Meeting or at any adjournment or postponement thereof (subject in the case of voting by proxy to the timely deposit of a properly completed, signed and dated form of proxy with the Transfer Agent or voting instruction form delivered to the Intermediary, as specified herein and in the Notice of Meeting).

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Exchange Rate Information

The following table sets out the rates of exchange for one U.S. dollar in terms of Canadian dollars in effect at the end of the periods indicated and the average annual exchange rates for such periods as reported by the Bank of Canada:

	12 months ended December 31	12 months ended December 31
(US$:C$)	2020	2019	2018
Rate at end of period	1.2732	1.2988	1.3642
Average rate for period	1.3415	1.3269	1.2957

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Circular contains or incorporates by reference “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of applicable U.S. securities laws. Forward-looking statements are based on expectations, estimates and projections as at the date of this Circular or the dates of the documents incorporated herein by reference, as applicable. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking information including, but not limited to, statements with respect to the expected timing for the required approvals and completion of the Arrangement, the expected benefits of the Arrangement to Shareholders, the anticipated tax consequences of the Arrangement, the delisting of the Common Shares from the TSXV, the removal of the Common Shares from quotation on the OTCQX and the Frankfurt Stock Exchange, and the future financial or operating performance of the Company.

Generally, forward-looking information is characterized by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “is projected”, “anticipates” or “does not anticipate”, “believes”, “targets”, or variations of such words and phrases. Forward-looking information may also be identified in statements where certain actions, events or results “may”, “could”, “should”, “would”, “might”, “will be taken”, “occur” or “be achieved”.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on various assumptions such as the receipt of all required approvals, including, without limitation, the PRC Approvals and the ICA Approval, the satisfaction of the terms and conditions of the Arrangement, that the Arrangement will be completed within the expected time frame at the expected cost and that the Company and the Purchaser will not fail to complete the Arrangement for any other reason, including but not limited to the matters discussed under “ Risk Factors Relating to the Arrangement ” in this Circular.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Neo Lithium to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the satisfaction of the conditions to complete the Arrangement including the approval of the Arrangement by Shareholders, the Court, and the TSXV, the receipt of all required approvals to complete the Arrangement, including the ICA Approval, the PRC Approvals, the Environmental Impact Approval and any other Regulatory Approvals, the anticipated Effective Date of the Arrangement, the absence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement, the delay in or increase in cost of completing the Arrangement and the failure to complete the Arrangement for any other reason and the risks described under “ Risk Factors Relating to the Arrangement ” in this Circular. Additional risks and uncertainties regarding the Company are described in the revised Annual Information Form of the Company for the year ended December 31, 2019, and the Company’s most recent annual and interim management’s discussion and analysis, each of which is available under the Company’s profile on SEDAR at www.sedar.com.

Although management of the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers are cautioned not to place undue reliance on forward-

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

NOTICE TO UNITED STATES SECURITY-HOLDERS

The Company is a corporation existing under the laws of the Province of Ontario, Canada. The solicitation of proxies and the transactions contemplated in this Circular are not subject to the proxy rules under the U.S. Exchange Act, and therefore this solicitation is not being effected in accordance with U.S. securities laws. Accordingly, the solicitation and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate laws and securities laws, and this Circular has been prepared in accordance with disclosure requirements applicable in Canada. Securityholders in the United States should be aware that disclosure requirements under Canadian laws are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. Securityholders in the United States should also be aware that other requirements under Canadian laws may differ from those required under United States corporate laws and U.S. securities laws.

The enforcement by Securityholders of rights, claims and civil liabilities under U.S. securities laws may be affected adversely by the fact that the Company is organized under the laws of a jurisdiction other than the United States, that a majority of its officers and directors are residents of countries other than the United States and that all or substantial portions of the assets of the Company and such other Persons are, or will be, located outside the United States. You may not be able to sue a Canadian company or its officers or directors in a Canadian court for violations of U.S. securities laws. In addition, the courts of Canada may not enforce judgments of United States courts obtained in actions against such Persons predicated upon civil liabilities under the U.S. securities laws and all rules, regulations and orders promulgated thereunder.

This Arrangement has not been approved or disapproved by the United States Securities and Exchange Commission or any other securities regulatory authority, nor has any securities regulatory authority passed upon the fairness or the merits of this transaction or upon the accuracy or adequacy of the information contained in this Circular. Any representation to the contrary is a criminal offense.

Shareholders who are foreign taxpayers should be aware that the Arrangement described in this Circular may have tax consequences both in Canada and such foreign jurisdiction. Such consequences for Shareholders are not described in this Circular. It is strongly recommended that all Shareholders who are foreign taxpayers consult their own legal and tax advisors with respect to the income tax consequences applicable in their place of residency of the disposition of their Common Shares.

Securityholders in the United States should be aware that the financial statements and financial information of the Company are prepared in accordance with IFRS as issued by the International Accounting Standards Board and are subject to Canadian auditing and auditor independence standards, each of which differ in certain material respects from United States generally accepted accounting principles and auditing and auditor independence standards and thus may not be comparable in all respects to financial statements and information of United States companies.

NOTICE REGARDING INFORMATION

The information contained in this Circular is given as at November 8, 2021, except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein. No person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by Neo Lithium.

The information concerning the Purchaser and the Parent contained in this Circular has been provided by the Purchaser and the Parent for inclusion in this Circular. Although Neo Lithium has no knowledge that any statements contained herein taken from or based on such sources are untrue or incomplete, Neo Lithium assumes no responsibility for the accuracy or completeness of the information taken from or based upon such sources or for any failure by the Purchaser

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or the Parent to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Neo Lithium.

This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith.

Descriptions in this Circular of the terms of the Arrangement Agreement and the Plan of Arrangement are summaries of the terms of those documents and qualified in their entirety by reference to the full text of those documents. Shareholders should refer to the full text of each of the Arrangement Agreement and the Plan of Arrangement for complete details of those documents. The full text of the Arrangement Agreement may be viewed under the Company’s profile on SEDAR at www.sedar.com. The Plan of Arrangement is appended hereto as Appendix B.

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QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT

The following is a summary of certain information contained in or incorporated by reference into this Circular, together with some of the questions that you, as a Shareholder, may have and answers to those questions. Capitalized terms in this summary have the meanings set out in the Glossary of Terms. You are urged to read the remainder of this Circular, the attached appendices and the form of proxy carefully, because the information contained below is of a summary nature, and is qualified in its entirety by the more detailed information contained elsewhere in or incorporated by reference into this Circular, the attached appendices and the form of proxy, all of which are important and should be reviewed carefully.

Q. Why did I receive this package of information?

A. On October 8, 2021, the Company entered into the Arrangement Agreement with the Purchaser and the Parent pursuant to which, among other things, the Purchaser has agreed to purchase all of the issued and outstanding Common Shares of the Company pursuant to the Plan of Arrangement. This Arrangement is subject to, among other things, obtaining the approval of Shareholders. As a Shareholder as of the close of business on the Record Date, you are entitled to receive notice of, and to vote at, the Meeting. We are soliciting your proxy, or vote, and are providing this information circular in connection with that solicitation.

Q. What is a plan of arrangement?

A. A plan of arrangement is a statutory procedure under Ontario corporate law that allows companies to carry out transactions with the approval of the Court. The Plan of Arrangement that you are being asked to consider provides for, among other things, the acquisition by the Purchaser of all of the issued and outstanding Common Shares.

Q. Does the Board support the Arrangement?

A. Yes. After careful consideration and taking into account, among other things, the recommendation of the Special Committee, the Board, after receiving legal and financial advice, has unanimously determined that the Arrangement is fair and reasonable to Shareholders and is in the best interests of Neo Lithium. Accordingly, the Board unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.

In forming its recommendation, the Board considered a number of factors, including, among other things, the recommendation of the Special Committee and the Fairness Opinion.

See “ The Arrangement — Background to the Arrangement ” and “ The Arrangement — Reasons for the Arrangement ”.

Q. What is 2872122 Ontario Limited and what is its purpose?

A. 2872122 Ontario Limited (also known as the Purchaser) is a corporation existing under the laws of the Province of Ontario and an indirect wholly-owned subsidiary of Zijin. The Purchaser was formed for the purpose of acquiring the Common Shares and consummating the transactions contemplated by the Arrangement Agreement. Zijin has provided an unconditional and irrevocable guarantee in favour of the Company, as principal and not as surety, due and punctual performance by the Purchaser, in respect of the Purchaser’s obligations and liabilities under the Arrangement Agreement.

Q. Why is now the right time for the Arrangement?

A. The Company requires significant additional financing to continue with the next phase of mine construction for the Material Property. The Company, with the assistance of its external financial and legal advisors, has been engaged in an extended and comprehensive process to find a strategic partner that could provide the

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necessary financing on reasonable terms to develop the Material Property and who could potentially de-risk the Material Property and Shareholders’ investment in the Company through the provision of strategic execution capabilities. During this process of identifying strategic alternatives and seeking financing and development partners, the global price of lithium carbonate fluctuated significantly, and the process did not initially result in a transaction that the Board believed was in the best interests of the Company. However, in response to the recent increase in global lithium prices, the Board began receiving interest in the potential acquisition of the entire Company as a strategic alternative. The Board began a competitive auction process to examine the possibility for a sale of the entire Company, and Zijin made an offer to the Company that the Board, with the assistance of its financial and legal advisors, and after assessing the risks and challenges facing the Company if it remains a publicly traded company, determined was the best alternative to other options available to the Company. The Consideration payable under the Arrangement represents a significant premium to the prevailing market price on the date of announcement and to the target price of most analysts who covered the Company. The Zijin offer also eliminates the significant dilution risks associated with future equity or debt financing, fluctuations in commodity prices and electric vehicle sentiment, and execution risk associated with building and operating the Material Property. For a complete description of the process leading to the Arrangement, see “ The Arrangement – Background to the Arrangement ”.

Q. When will the Arrangement become effective?

A. Subject to obtaining Court and other Regulatory Approvals as well as the satisfaction or waiver of all other conditions precedent, if Shareholders approve the Arrangement Resolution, it is anticipated that the Arrangement will be completed in the first half of 2022.

Q. What will I receive for my Common Shares under the Arrangement?

A. If the Arrangement is completed, each holder of Common Shares at the Effective Time (other than any Shareholder who has validly exercised its Dissent Rights) will receive C$6.50 in cash for each Common Share.

Q. What will happen to Neo Lithium if the Arrangement is completed?

A. If the Arrangement is completed, the Purchaser will acquire all of the issued and outstanding Common Shares at the Effective Time and all of the outstanding Options will be deemed to be assigned and transferred to the Company and cancelled. As a result, immediately upon completion of the Arrangement, Neo Lithium will become a subsidiary of the Purchaser.

The Common Shares, which are currently listed and posted for trading on the TSXV under the trading symbol “NLC”, and quoted for trading on the OTCQX under the symbol “NTTHF” and the Frankfurt Stock Exchange under the symbol “NE2” will be de-listed and removed from quotation, as applicable, from the TSXV, OTCQX and Frankfurt Stock Exchange following completion of the Arrangement. See “ The Arrangement – Delisting Matters ”.

The Purchaser also expects to apply to have Neo Lithium cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer in Canada.

Q. Who is entitled to vote on the Arrangement Resolution at the Meeting and how will votes be counted?

A. All Shareholders as of the close of business on the Record Date are entitled to vote on the Arrangement Resolution at the Meeting. The Transfer Agent will act as scrutineer of the Meeting and will tabulate the votes.

Q. What approvals are required to be given by Shareholders at the Meeting?

A. To become effective, the Arrangement Resolution must be approved, with or without variation, by: (i) at least 66⅔% of the votes cast at the Meeting by the Shareholders or by proxy; and (ii) a simple majority of the

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votes cast at the Meeting by the Shareholders or by proxy, excluding the votes cast in respect of Common Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with the minority approval requirements of MI 61-101.

All Supporting Shareholders, holding in aggregate approximately 8.7% of the Common Shares as of November 8, 2021, have entered into the Voting Support Agreements, pursuant to which they have agreed, on the terms set forth therein, to vote their Common Shares in favour of the Arrangement Resolution.

See “ The Arrangement – Regulatory Matters and Approvals ” and “ Interests of Certain Persons in the Arrangement – Business Combination under MI 61-101 ”.

Q. What is the quorum for the Meeting?

A. For all purposes contemplated by this Circular, the quorum for the transaction of business at the Meeting shall be two persons present at the Meeting or by proxy, holding or representing in the aggregate not less than 25% of the total number of votes attaching to all shares carrying the right to vote at the Meeting.

Q. Are the Shareholders entitled to Dissent Rights?

A. Only Registered Shareholders are entitled to Dissent Rights on the Arrangement Resolution if they follow the procedures specified in the OBCA, as modified by the Interim Order, the Final Order, and the Plan of Arrangement. If you are a Registered Shareholder and wish to exercise Dissent Rights, you should carefully review the requirements summarized in this Circular and the Plan of Arrangement, the Interim Order, and Section 185 of the OBCA which are attached to this Circular as Appendix B, Appendix D, Appendix F, respectively, and consult with legal counsel.

See “ Rights of Dissenting Shareholders ”.

Q. What other conditions must be satisfied to complete the Arrangement?

A. In addition to the applicable approvals by the Shareholders at the Meeting, the Arrangement is conditional upon, among other things, the receipt of the Final Order from the Court, approval of the TSXV as well as receipt of the ICA Approval and the PRC Approvals and obtaining the Environmental Impact Approval, all in accordance with the terms of the Arrangement Agreement.

See “ The Arrangement Agreement – Conditions of Closing ”.

Q. What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

A. If the Arrangement Resolution is not approved or the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated. If this occurs, Neo Lithium will continue to carry on its business operations in the normal and usual course. See “ Risk Factors Relating to the Arrangement ”. In certain circumstances where the Arrangement Agreement is terminated, either Neo Lithium will be required to pay to the Purchaser the Termination Amount of US$35 million or the Purchaser will be required to pay to the Company the Reverse Termination Amount of US$35 million.

See “ The Arrangement Agreement — Termination” and “The Arrangement Agreement – Termination Amounts ”.

Q. What do I need to do now in order to vote at the Meeting?

A. You should carefully read and consider the information contained in this Circular. Registered Shareholders should then complete, sign and date the enclosed form of proxy and return the applicable form in the enclosed return envelope or by facsimile as indicated in the Notice of Meeting as soon as possible so that your Common

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Shares may be represented at the Meeting. To be eligible for voting at the Meeting, the form of proxy must be returned by mail or by facsimile to the Transfer Agent by no later than 9:00 a.m. (Toronto time) on December 8, 2021, or at least two days (excluding Saturdays, Sundays and holidays in the Province of Ontario) before the Meeting or any adjournment or postponement of the Meeting. Additionally, Shareholders may vote online at www.voteproxyonline.com.

Beneficial Shareholders whose Common Shares are held in the name of an Intermediary, should follow the instructions provided by your Intermediary to ensure your vote is counted at the Meeting.

See “ General Proxy Information – Solicitation of Proxies ”, “ General Proxy Information – Appointment and Revocation of Proxies ”, “ General Proxy Information – Registering a Proxyholder ”, “ General Proxy Information – Advice to Beneficial Holders of Common Shares ” and “ General Proxy Information – Attending the Meeting and Voting Online ”.

Q. How do I vote?

A. Registered Shareholders can vote in the following ways:
(a) Internet: Go to www.voteproxyonline.com. Enter the 12-digit control number printed on the form of proxy and follow the instructions on the screen.
(b) Fax: Enter voting instructions, sign and date the form of proxy and send your completed form of proxy to: TSX Trust Company, Attention: Proxy Department, 1 (416) 595-9593.
(c) Mail: Enter voting instructions, sign and date the form of proxy and return your completed form of proxy in the enclosed postage paid envelope to:

TSX Trust Company Attention: Proxy Department 100 Adelaide Street West, Suite 301 Toronto, ON M5H 4H1

(d) At the Meeting: Go to https://virtual-meetings.tsxtrust.com/1232 at least 15 minutes before the Meeting is scheduled to start. Click “I have a control number” and enter the 12-digit control number provided by the Transfer Agent. The password for the Meeting is “ neolithium2021 ” (case sensitive).

Beneficial Shareholders can vote in the following ways:

(a) Internet: Go to www.proxyvote.com. Enter the 16-digit control number printed on the voting instruction form and follow the instructions on screen.
(b) Phone or Fax, as applicable : Depending on the intermediary from whom you receive your voting instructions, you may have the option to vote either by phone or by fax, but not both. Beneficial Shareholders should refer to the instructions in their voting instruction form to determine their ability to vote by either phone or fax.

Canadian Beneficial Shareholders who have the option to vote by phone specified on their voting instruction form can do so by calling 1 (800) 474-7493 (English) or 1 (800) 474-7501 (French). United States Beneficial Shareholders who have the option to vote by phone specified on their voting instruction form can do so by calling 1 (800) 454-8683. In each case you will need to enter your 16digit control number. Follow the interactive voice recording instructions to submit your vote.

If your voting instruction form specifies you can vote by fax, follow the instructions on your voting instruction form to fax the instructions to (416) 595 9593.

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(c) Mail: Enter your voting instructions, sign and date the voting instruction form, and return the completed voting instruction form in the enclosed postage paid envelope.

See “ General Proxy Information – Voting in Advance of the Meeting ” and “ General Proxy Information – Attending the Meeting and Voting Online ”.

Q. If my Common Shares are held by my broker, will my broker vote my Common Shares for me?

A. A broker will only vote the Common Shares you beneficially own only if you provide instructions to your broker on how to vote. Without instructions, those Common Shares may not be voted. Beneficial Shareholders should instruct their brokers to vote their Common Shares by following the directions provided to them by their brokers. Unless your broker gives you its proxy, voting instruction form or other method to provide voting instructions to vote the Common Shares at the Meeting, you will not be able vote your Common Shares at the Meeting.

See “ General Proxy Information – Advice to Beneficial Holders of Common Shares ”.

Q. Should I send in my form of proxy or voting instruction form now?

A. Yes. To ensure that your vote is counted, you should complete and submit the applicable enclosed form of proxy or, if applicable, provide your broker with voting instructions as soon as possible to ensure your Common Shares are counted at the Meeting.

See “ General Proxy Information – Solicitation of Proxies ”, “ General Proxy Information – Appointment and Revocation of Proxies ”, “ General Proxy Information – Registering a Proxyholder ”, and “ General Proxy Information – Advice to Beneficial Holders of Common Shares ”.

Q. Can I revoke my proxy after I have voted by proxy?

A. Yes. A Registered Shareholder executing the enclosed form of proxy has the right to revoke it. A Shareholder may revoke a proxy by: (a) completing and signing a proxy bearing a later date and depositing it with the Transfer Agent; (b) depositing an instrument in writing expressly revoking such proxy executed by such Shareholder or Shareholder’s attorney authorized in writing either (i) with the Transfer Agent at any time up to and including the deadline for the submission of proxies for the Meeting as indicated in the Notice of Meeting and form of proxy; or (ii) with the scrutineers of the Meeting, addressed to the attention of the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment thereof; or (c) in any other manner permitted by Law.

Beneficial Shareholders that wish to change their voting instructions must, in sufficient time in advance of the Meeting, contact their Intermediary to arrange to change their voting instructions.

See “General Proxy Information – Appointment and Revocation of Proxies ”.

Q. What are the Canadian and U.S. federal income tax consequences of the Arrangement to the Shareholders?

A. For a summary of certain material Canadian income tax consequences of the Arrangement, see “ Certain Canadian Federal Income Tax Considerations ” and for a summary of certain material United States income tax consequences of the Arrangement, see “ Certain United States Federal Income Tax Considerations ”. Such summaries are not intended to be legal or tax advice to any particular Shareholder.

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Tax matters are complicated, and the income tax consequences of the Arrangement to you will depend on your particular circumstances. Because individual circumstances may differ, you should consult with your tax advisor as to the specific tax consequences of the Arrangement to you.

Q. Who can help answer my questions?

A. Shareholders who would like additional copies, without charge, of this Circular or have additional questions about the Arrangement or the Meeting, including the procedures for voting Common Shares, should contact TMX Investor Services using the contact information provided below:

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North American Toll-Free Number: 1-800-294-5107

Collect Calls (outside of North America): 1-416-682-3825

Email: [email protected]

Copies of this Circular and the Meeting materials may also be found on the Company’s website at https://www.neolithium.ca/ and under the Company’s profile on SEDAR at www.sedar.com.

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SUMMARY OF CIRCULAR

This summary should be read together with and is qualified in its entirety by the more detailed information and financial data and statements contained elsewhere in this Circular, including the appendices hereto and documents incorporated into this Circular by reference. Capitalized terms in this summary have the meanings set out in the Glossary of Terms. The full text of the Arrangement Agreement may be viewed under the Company’s profile on SEDAR at www.sedar.com. Copies of this Circular and the Meeting materials may also be found on the Company’s website at https://www.neolithium.ca/ and under the Company’s profile on SEDAR at www.sedar.com.

The Meeting

Date, Time and Place of Meeting

The Meeting will be held on Friday, December 10, 2021 at 9:00 a.m. (Toronto time). There is no physical location for the Meeting. The Meeting will be held in a virtual only format, which will be conducted via live audio webcast. At the virtual Meeting, Registered Shareholders, and duly appointed proxyholders, regardless of geographic location, will be able to participate and have an equal opportunity to ask questions, and vote real time at the Meeting, provided they are connected to the internet and have logged in at https://virtual-meetings.tsxtrust.com/1232. Beneficial Shareholders must carefully follow the procedures set out in the Circular in order to duly appoint themselves as proxyholder in order to vote virtually and ask questions through the live webcast. Beneficial Shareholders who do not follow the procedures set out in the Circular and who have not duly appointed themselves as proxyholder will nonetheless be able to view a live webcast of the Meeting as guests, but will not be able to ask questions or vote. You have to be connected to the internet at all times to be able to vote – it is your responsibility to make sure you stay connected for the entire Meeting.

The Record Date

The Record Date for determining the Shareholders entitled to receive notice of and to attend and vote at the Meeting is November 8, 2021. Only Shareholders of record as of the close of business on the Record Date are entitled to receive notice of and to attend and vote at the Meeting.

Purpose of the Meeting

At the Meeting, Neo Lithium will ask the Shareholders to consider and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution to approve the Arrangement.

Effect of the Arrangement

If the Arrangement is completed, the Purchaser will acquire all of the Common Shares for the Consideration. All outstanding Options will be deemed to be assigned and transferred to the Company and cancelled and will be of no further force and effect, all in exchange for payment, if any, in accordance with the terms of the Arrangement.

Shareholder Approval

To be effective, the Arrangement Resolution must be approved, with or without variation, by: (i) at least 66⅔% of the votes cast at the Meeting by the Shareholders or by proxy; and (ii) a simple majority of the votes cast at the Meeting or by proxy by the Shareholders excluding the votes cast in respect of Common Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with MI 61-101.

The Arrangement Resolution must be passed in order for Neo Lithium to seek the Final Order and implement the Arrangement on the Effective Date.

See “ The Arrangement – Regulatory Matters and Approvals – Court Approval of the Arrangement ”.

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Description of The Arrangement

If approved, the Arrangement will become effective at the Effective Time (which is expected to be at 12:01 a.m. (Toronto time)) on the Effective Date. At the Effective Time, the following shall be deemed to occur sequentially in the following order:

(a) each Common Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens (as that term is defined in the Arrangement Agreement), to the Purchaser in exchange for payment of an amount determined in accordance with the Plan of Arrangement, and: (i) such Dissenting Shareholder shall cease to be the holder of such Common Shares and to have any rights as a Shareholder other than the right to be paid the fair value for its Common Shares as set out in the Plan of Arrangement; (ii) the name of such Dissenting Shareholder shall be removed from the register of Shareholders maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee and the legal and beneficial holder of such Common Shares (free and clear of all Liens) and shall be entered as the registered holder of such Common Shares in the register of Shareholders maintained by or on behalf of the Company;
(b) each Common Share outstanding immediately prior to the Effective Time (other than a Common Share held by a Dissenting Shareholder) shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to the Purchaser in exchange for the Consideration, and: (i) the holder of such Common Share shall cease to be the holder thereof and to have any rights as a Shareholder other than the right to receive the Consideration in accordance with the Plan of Arrangement; (ii) such holder’s name shall be removed from the register of Shareholders maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee and the legal and beneficial holder of such Common Shares (free and clear of all Liens) and shall be entered as the registered holder of such Common Shares in the register of the Shareholders maintained by or on behalf of the Company; and
(c) notwithstanding any vesting, exercise or other provisions to which an Option might otherwise be subject (whether by Contract, the conditions of a grant, applicable Law or the terms of the Stock Option Plan or otherwise), each Option outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of any Optionholder, be deemed to be assigned and transferred by such holder to the Company in exchange for the Option Consideration (net of applicable withholdings and deductions) and (i) the holder of such Options shall cease to be the holder thereof and to have any rights as a Optionholder other than the right to receive the Option Consideration (net of applicable withholdings and deductions) in accordance with the Plan of Arrangement, (ii) such holder’s name shall be removed from the register of Optionholders maintained by or on behalf of the Company, and (iii) the Stock Option Plan and all agreements, certificates and similar instruments relating to the Options shall be terminated or cancelled, as the case may be, and shall be of no further force and effect.

See “ The Arrangement – Description of the Arrangement ”.

Recommendation of the Special Committee

After careful consideration, including a thorough review of the Arrangement Agreement, the Fairness Opinion and a thorough review of other matters, including the matters discussed under the heading “ The Arrangement – Reasons for the Arrangement ” and following consultation with its financial and legal advisors, the Special Committee unanimously determined that the terms of the Arrangement are fair and reasonable to Shareholders and is in the best interests of Neo Lithium. Accordingly, the Special Committee unanimously recommended that the Board approve the Arrangement Agreement and recommend that the Shareholders vote FOR the Arrangement Resolution.

See “ The Arrangement – Recommendation of the Special Committee ” and “ The Arrangement – Fairness Opinion ”.

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Recommendation of the Board

After careful consideration, including a thorough review of the Arrangement Agreement, the Fairness Opinion, and a thorough review of other matters, including the matters discussed under the heading “ The Arrangement – Reasons for the Arrangement ” and following consultation with its financial and legal advisors and having received the unanimous recommendation of the Special Committee, the Board unanimously determined that the Arrangement is fair and reasonable to Shareholders and is in the best interests of Neo Lithium. Accordingly, the Board unanimously approved the Arrangement Agreement and unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

Each director and executive officer of the Company intends to vote all of such individual’s Shares FOR the Arrangement Resolution.

See “ The Arrangement – Recommendation of the Board ” and “ The Arrangement – Fairness Opinion ”.

Reasons for the Arrangement

Significant Premium to Prevailing Share Price – The Consideration of C$6.50 per Common Share represents a 36% premium to the volume weighted average price of the Common Shares over the 20 trading days ended October 8, 2021, the last trading day immediately prior to the announcement of the execution of the Arrangement Agreement..

Significant Premium to All-Time High Trading Price and Analyst’s Estimates – The timing of the Arrangement is not opportunistic. The Consideration represents a premium to any previous trading price of the Common Shares on the TSXV, and is greater than most analyst targets on the date of announcement of the execution of the Arrangement Agreement.

Compelling Value Relative to Alternatives – Since 2017, the Company, with the assistance of its external financial and legal advisors, has conducted an extensive and comprehensive process to find a strategic partner that could provide the necessary financing on reasonable terms to develop the Material Property and who could potentially de-risk the Material Property and Shareholders’ investment in the Company through the provision of strategic execution capabilities. The Company entered into more than 50 confidentiality agreements with prospective transaction counterparties and provided each of them with access to confidential information regarding the Company and the Material Property in order to assist them in assessing a potential strategic transaction with the Company. During this process of identifying strategic alternatives and seeking financing and development partners, the reference price of lithium carbonate fluctuated significantly, and the process did not initially result in a transaction that the Board believed was in the best interests of the Company. The Company then proceeded to explore a potential sale of the entire Company through a competitive auction process from which the Purchaser’s offer emerged as the most attractive alternative. The Board, with the assistance of its financial and legal advisors, assessed the risks and challenges facing the Company if it remains a publicly traded company, including current and anticipated risks associated with the financing and development of the Material Property as an independent public entity with limited liquidity and financing alternatives, fluctuations in commodity prices and electric vehicle sentiment, and execution risk associated with building and operating the Material Property. The Board and Special Committee concluded that entering into the Arrangement Agreement with the Parent and the Purchaser was the most favourable alternative to Company Shareholders and represents the Company’s best prospect for maximizing Shareholder value.

Certain Value and Immediate Liquidity – All cash consideration provides certainty of value, immediate liquidity and no risk of diminution value, as is typical in share exchange transactions.

Voting Support Agreements – All of the directors and officers of the Company who own Common Shares or Options, representing approximately 8.7% of the issued and outstanding Common Shares, have entered into Voting Support Agreements with the Purchaser pursuant to which they agreed, among other things, to vote all of their Common Shares in favour of the Arrangement Resolution. See “The Arrangement – Voting Support Agreements”.

Credibility of the Parent – The Purchaser’s obligations, including its obligation to pay the Consideration, have been guaranteed by the Parent. The Parent is a highly credible and leading global mining company with the financial

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resources necessary to complete the Arrangement and a demonstrated track record of completed transactions in Canadian capital markets.

Reverse Termination Amount – Neo Lithium will be entitled to US$35 million if the Arrangement Agreement is terminated due to the failure of the Purchaser to receive the PRC Approvals.

Fairness Opinion – Cormark provided the Fairness Opinion, dated October 8, 2021, to the Special Committee and the Board pursuant to which Cormark delivered its opinion as to the fairness, from a financial point of view, of the Consideration to be received by Shareholders pursuant to the Arrangement, based upon and subject to the various assumptions, limitations and qualifications set forth in such opinion, as more fully described below in the section entitled “ The Arrangement – Fairness Opinion ”. The Board and the Special Committee considered the financial advisors’ compensation arrangements when considering the advice provided in the Fairness Opinion, in particular that Cormark was engaged to provide the Fairness Opinion on a fixed fee basis that was not contingent on the conclusions reached therein or the completion of the Arrangement.

Ability to Respond to Superior Proposals – On and subject to the terms of the Arrangement Agreement, the Board will remain able to respond to any bona fide written proposal from third parties that, if consummated, may lead to a transaction more favourable to Shareholders, from a financial point of view, than the Arrangement. The Termination Amount payable in certain circumstances, being US$35 million, would not, in the view of the Board and the Special Committee, after consultation with their legal and financial advisors, preclude a third party from potentially making a Superior Proposal.

Arm’s Length Negotiations – The Arrangement Agreement was the result of a comprehensive and competitive arm’s length negotiation process with respect to the key elements of the Arrangement Agreement and Plan of Arrangement, which include terms and conditions that are reasonable in the judgment of the Special Committee and the Board. The Special Committee took an active and independent role in negotiating the material terms of the Arrangement Agreement with the assistance of management and the Company’s and the Special Committee’s financial and legal advisors. The Special Committee comprised members of the Board who are independent of the Company’s management and Zijin.

Limited Conditions to Closing – The Arrangement Agreement provides for limited conditions to complete the Plan of Arrangement, which conditions, the Company believes, are not unduly onerous or outside market practice and can reasonably be expected to be satisfied. The Purchaser’s obligation to pay the aggregate Consideration is not subject to a financing condition.

Procedural Safeguards – The Arrangement must be approved by not less than two-thirds of the votes cast by Shareholders present at the Meeting or represented by proxy at the Meeting and entitled to vote, as a class. The Arrangement must also be approved on a “majority of the minority” basis pursuant to MI 61-101. In addition, the Arrangement must be approved by the Court, which will consider, among other things, the fairness and reasonableness of the Arrangement to Shareholders.

Dissent Rights – The terms of the Arrangement provide that Registered Shareholders who oppose the Arrangement may, upon compliance with certain conditions, have the ability to exercise Dissent Rights and, if ultimately successful, to receive fair value for their Common Shares (as described in the Plan of Arrangement).

Other Factors – The Board also considered the Arrangement with reference to the financial condition and results of operations of the Company, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and pursuing those alternatives in light of current market conditions and the Company’s financial position.

See “ The Arrangement – Reasons for the Arrangement ”.

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Fairness Opinion

The Special Committee and the Board retained Cormark to provide an opinion as to the fairness, from a financial point of view, of the Consideration to be received by Shareholders pursuant to the Arrangement. At a meeting of the Special Committee held on October 6, 2021, Cormark provided the Special Committee with an oral opinion, which oral opinion was subsequently confirmed in writing, that, based on and subject to the assumptions, limitations and qualifications set forth in the Fairness Opinion, as of October 6, 2021, the Consideration to be received by Shareholders pursuant to the Arrangement was fair, from a financial point of view, to such Shareholders. At a meeting of the Board held on October 6, 2021, which meeting was adjourned until and continued on October 8, 2021, Cormark provided the Board with an oral opinion, which oral opinion was subsequently confirmed in writing, that, based on and subject to the various assumptions, limitations and qualifications set forth in the Fairness Opinion, as of October 8, 2021, the Consideration to be received by Shareholders pursuant to the Arrangement was fair, from a financial point of view, to such Shareholders.

The full text of the Fairness Opinion, which sets forth, among other things, the assumptions made, matters considered, procedures followed and limitations and qualifications on the review undertaken in connection with the Fairness Opinion, is attached to this Circular as Appendix C. This summary of the Fairness Opinion is qualified in its entirety by the full text of the Fairness Opinion.

The Fairness Opinion is not a recommendation to any Shareholder as to how to vote or act on any matter relating to the Arrangement or otherwise. The Fairness Opinion is only one factor that was taken into consideration by the Special Committee and the Board in making their respective determinations. Shareholders are urged to read the Fairness Opinion carefully and in its entirety. See Appendix C.

See “ The Arrangement – Fairness Opinion ” in this Circular and Appendix C.

Voting Support Agreements

The Purchaser entered into a Voting Support Agreement with each Supporting Shareholder, pursuant to which the Supporting Shareholders have agreed, subject to the terms and conditions of the Voting Support Agreements, to vote their Common Shares in favour of the Arrangement Resolution. The Supporting Shareholders collectively beneficially own or exercise control or direction over an aggregate of 12,239,300 Common Shares, representing approximately 8.7% of the outstanding Common Shares.

See “ The Arrangement – Voting Support Agreements ”.

Parties to the Arrangement

Neo Lithium is a company governed by the laws of the Province of Ontario. The registered and head office of the Company is located at 401 Bay Street, Suite 2702, Toronto, Ontario M5H 2Y4. The Common Shares are listed for trading on the TSXV under the symbol “NLC” and are also quoted for trading in the United States on the OTCQX under the symbol “NTTHF” and in Germany on the Frankfurt Stock Exchange under the symbol “NE2”.

The Purchaser is a corporation incorporated under the laws of Ontario, and was formed for the purpose of acquiring the Company and consummating the transactions contemplated by the Arrangement Agreement.

The Parent, Zijin, is a corporation incorporated under the laws of the People’s Republic of China. Zijin is listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange.

Feasibility Study

As announced on October 26, 2021, the Company has announced definitive feasibility study results for the production of lithium carbonate from the Material Property.

See “ Information Regarding Neo Lithium ” and “ Information Regarding the Purchaser and the Parent ”.

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Letter of Transmittal

Accompanying this Circular is a Letter of Transmittal for use by each Registered Shareholder. The Company has enclosed an envelope with the Meeting materials in order to assist Shareholders with returning Letters of Transmittal and related documents to the Depositary.

Any Shareholder whose Common Shares are registered in the name of a broker, investment dealer, bank, trust corporation, trustee or other nominee should contact that nominee for assistance in depositing such Common Shares and should follow the instructions of such nominee in order to deposit such Common Shares with the Depositary.

See “ The Arrangement — Letter of Transmittal ”.

Court Approval of the Arrangement

The Arrangement requires approval by the Court under Section 182 of the OBCA. A copy of the Notice of Application applying for the Final Order approving the Arrangement is attached hereto as Appendix E. Subject to the approval of the Arrangement Resolution by Shareholders at the Meeting, the hearing in respect of the Final Order is expected to take place on or about December 15, 2021 at 12:00 p.m. (Toronto time) by video conference, or as soon thereafter as is reasonably practicable. Any Shareholder who wishes to appear or be represented and to present evidence or arguments must serve and file a Notice of Appearance and satisfy any other requirements of the Court. The Court will consider, among other things, the fairness and reasonableness of the Arrangement and the rights of every person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

Shareholders who wish to participate in or be represented at the Court hearing for the Final Order should consult their legal advisors as to the necessary requirements.

See “ The Arrangement – Regulatory Matters and Approvals – Court Approval of the Arrangement ”.

Interests of Certain Directors and Executive Officers of Neo Lithium in the Arrangement

In considering the recommendation of the Board, Shareholders should be aware that members of the Board and the executive officers of Neo Lithium have interests in the Arrangement or may receive benefits that may differ from, or be in addition to, the interests of Shareholders generally.

See “ Interests of Certain Persons in the Arrangement ”.

The Arrangement Agreement

The Arrangement Agreement provides for the Arrangement and matters related thereto. Under the Arrangement Agreement, Neo Lithium has agreed to, among other things, call the Meeting to seek approval of the Arrangement Resolution by the Shareholders and, if approved, apply to the Court for the Final Order.

See “ The Arrangement Agreement ”.

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Rights of Dissent

The Interim Order expressly provides Registered Shareholders with Dissent Rights with respect to the Arrangement. As a result, any Dissenting Shareholder is entitled to be paid the fair value (determined as of the close of business on the day before the Arrangement Resolution is adopted) of all, but not less than all, of the Common Shares beneficially held by it in accordance with Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement), if the Shareholder dissents with respect to the Arrangement and the Arrangement becomes effective. It is a condition to completion of the Arrangement in favour of the Purchaser that there will not have been delivered notices of dissent (that are not withdrawn) with respect to the Arrangement in respect of more than 15% of the Common Shares. Notwithstanding Section 185(6) of the OBCA (pursuant to which a written objection may be provided at or prior to the Meeting), a Dissenting Shareholder who seeks payment of the fair value of its Common Shares is required to deliver a written objection to the Arrangement Resolution to Neo Lithium not later than 5:00 p.m. (Toronto time) two Business Days immediately preceding the Meeting (or any adjournment or postponement thereof). Such notice must be delivered to the Corporate Secretary of Neo Lithium, at 401 Bay Street, Suite 2702, Toronto, Ontario M5H 2Y4, with a copy to Fasken Martineau DuMoulin LLP, Bay-Adelaide Centre, West Tower 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6, email: [email protected] and [email protected]; Attention: Paul Fornazzari / Bradley Freelan.

See “ Rights of Dissenting Shareholders ”.

Risk Factors

Shareholders should consider a number of risk factors related to the Arrangement and the Company in evaluating whether to approve the Arrangement Resolution. These risk factors are discussed herein. In addition, if the Arrangement is not completed, the Company will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Additionally, failure to complete the Arrangement could materially and negatively impact the trading price of the Common Shares. Shareholders should carefully consider the risk factors described under “ Risk Factors Relating to the Arrangement ”.

Income Tax Considerations

Shareholders should consult their own tax advisors about the applicable Canadian, United States, and foreign federal, provincial, state and local tax consequences of the Arrangement.

For a summary of certain material Canadian income tax consequences of the Arrangement, see “ Certain Canadian Federal Income Tax Considerations ” and for a summary of certain material United States income tax consequences of the Arrangement, see “ Certain United States Federal Income Tax Considerations ”. Such summaries are not intended to be legal or tax advice to any particular Shareholder.

Depositary and Proxy Solicitation Agent

TSX Trust Company is acting as Depositary for the receipt of certificates and DRS advices of Common Shares and related Letters of Transmittal.

TMX Investor Services is acting as Neo Lithium’s proxy solicitation agent. If you have any questions or require any assistance in completing your proxy or voting instruction form, please contact TMX Investor Services at:

North American Toll-Free Number: 1-800-294-5107 Collect Calls (outside of North America): 1-416-682-3825 Email: [email protected]

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THE ARRANGEMENT

Background to the Arrangement

The provisions of the Arrangement Agreement are the result of arm’s length negotiations between the Company, Zijin and their respective financial and legal advisors, with oversight by the Special Committee. The following is a summary of certain relevant background events, as well as the material meetings, discussions, negotiations and other interactions between the Company, Zijin and certain other interested parties that preceded the execution and public announcement of the Arrangement Agreement.

Initial Development of 3Q Project and Search for a Strategic Partner

Neo Lithium became a public company in 2016, with its only asset being 100% of the share capital of Liex, the sole owner of the 3Q Project in Catamarca Province, Argentina. As a non-cash generating entity, the Company has been dependent on equity investment to fund its operations. The trading price of the Common Shares has fluctuated significantly since becoming a public company for several reasons, including mineral exploration risks associated with a newly discovered project, changes in battery metal and electric vehicle transition sentiment and the resulting effect on forecasted lithium prices, perceived country and political risk in Argentina, financing risks associated with the 3Q Project, risks associated with being a single-asset company, and the effects of COVID-19 on the conduct of business and global equity markets. To date, the Company has expended funds on exploration and model validation of the 3Q Project, including expanding mineral resources, designing and testing production processes (including building a pilot plant), community relations, performing Environmental Base Line studies to seek to secure the Environmental Impact Approval, conducting detailed engineering and economic studies, including the pre-feasibility study the results of which were released in March 2019, and the Feasibility Study, the results of which were announced in October 2021, and delineating mineral resources and reserves. The Company has consistently sought to protect and diligently steward shareholder value by prudently expending funds to develop the 3Q Project and by raising capital when market sentiment was positive in order to minimize dilution to shareholders.

Neo Lithium has received multiple unsolicited offers to jointly develop the 3Q Project since late 2016, even prior to any studies of the 3Q Project being complete. At that time, it was too early in the project life-cycle to comprehend and unlock the true value of the 3Q Project and none of those unsolicited offers progressed. In November 2017, the Company released the results of a preliminary economic assessment on the 3Q Project, which provided a preliminary estimate of the initial capital investment that would be required to develop the 3Q Project. As the Company had no revenues or revenue generating assets, it required external financing in order to develop the 3Q Project. In addition, as the Company validated the size of the mineral resource and quality of the lithium carbonate product that could be produced from the brine extracted from the 3Q Project, the Company also recognized it did not have internal expertise with respect to complex construction, and most importantly, marketing of any lithium product to downstream users and consumers. Unlike precious and base metals, there is no broad market for specialty metals like lithium; the market for lithium products is specialized, with end users requiring specific chemical parameters that are highly tailored to the products they produce and often long-term, bespoke sales contracts.

Given these considerations, the Company believed it would be desirable to work with a strategic partner for the 3Q Project such as an intermediate or end downstream integrated user of high-purity lithium carbonate who could offer a combination of financial, technical, operational and marketing capabilities to help with the development, construction and operation of the 3Q Project in exchange for an interest in the 3Q Project. Against this background, and as the Company continued to receive inbound offers to jointly develop the 3Q Project, the Company decided to institute an orderly process in 2017 to identify potential strategic partners and first announced its intention to find a strategic partner for the 3Q Project and/or pursue other strategic opportunities in 2018, following which the Company publicly provided updates on a periodic basis. The Company engaged with several potential partners from many levels in the lithium, battery, and specialty metal supply chain, including North American, European and Asian parties. Through the remainder of 2018 and 2019 the Company continued to search for a strategic partner while concurrently advancing studies and analysis of the 3Q Project. Over 50 non-disclosure agreements have been executed since the search for a strategic partner began at different stages of the development of the 3Q Project. None of these discussions resulted in an offer that management and the Board believed would be in the best interests of the Company and its Shareholders.

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In 2018, the Company also commissioned GHD, an international engineering company, to conduct a pre-feasibility study of the 3Q Project, the results of which were announced in March 2019. The results of the pre-feasibility study showed robust economics and a long mine life. It was estimated that approximately US$319 million of initial capital expenditures would be required to build an operating mine complex at the 3Q Project with an annual production capacity of 20ktp of lithium carbonate.

In November 2019, the Company engaged BofA Securities, Inc. (“ BofA Securities ”) to structure a process that focused mainly on a select group of potential strategic partners that had previously indicated interest in the 3Q Project. The objective of BofA’s engagement was to provide a formal framework to engage potential counterparties given that the previous process had not, to that date, yielded positive results. As agreed with the Company, the Company directed BofA Securities to invite potential partners that had been part of the prior discussions with the Company as well as additional parties suggested by BofA Securities based on its view that such parties could move expeditiously on diligence and be suitable potential strategic partners. More than ten candidates were contacted in this initial process, of which eight entered into non-disclosure agreements, and four presented non-binding joint venture partnership and/or acquisition proposals to the Company in or prior to January 2020, after having visited the 3Q Project and performed preliminary due diligence.

On January 28, 2020, after considering each of the non-binding proposals received, the Board directed the Company to proceed with negotiating a potential transaction with one potential strategic partner whose proposal was most favourable to the Company based on its valuation, advancement of due diligence, and attractiveness of proposed structure. It was also decided that the Company would only enter into exclusivity arrangements with a potential strategic partner after agreeing to principal transaction terms. Other potential counterparties in the process were informed that the valuations in their respective proposals would need to improve in order for the Company to proceed further with them, notwithstanding that depressed lithium prices at that time had reduced market valuations across the sector. Discussions with the interested counterparty were active during February 2020, during which period the parties engaged on and exchanged drafts of a proposed investment agreement and shareholders agreement, although in-person meetings were not possible as a result of the early stages of the COVID-19 outbreak in Asia.

On March 3, 2020, the Company signed a letter of understanding with the interested counterparty setting out principal terms for a strategic investment in the Company and entered into an eight-week exclusivity period. The initial three to four weeks of the exclusivity period coincided with the spread of COVID-19 to North America, South America and Europe and the resulting global market disruption, during which time the potential partner remained relatively inactive. The parties subsequently re-engaged in discussions but were unable to reach an agreement on financing terms. New potential transaction structures were proposed, but they were not proposals that the Board believed were in the best interests of the Company or its Shareholders.

In the months that followed, the widening COVID-19 pandemic resulted in significant global economic uncertainty and depressed equity market valuations in multiple sectors. The trading price of the Common Shares during this time was significantly lower than the price per Common Share at which the Company had historically accessed equity financing, and in the view of management, was increasingly disconnected from the intrinsic value of the 3Q Project. At these depressed trading prices, financing of the magnitude that would be required to fund the Company through development and to commercial production at the 3Q Project would be many multiples of the Company’s total market capitalization, which made it increasingly difficult to find a strategic partner willing to proceed with a transaction at a value that was not highly dilutive to Shareholders. The Company also believed that potential partners at the time were impacted by the uncertainties of the COVID-19 outbreak, and potentially may have been seeking additional validation of the 3Q Project prior to committing capital, given the Company required significant financing and did not have a demonstrated history of project construction and operation. As a result of these factors, in the second quarter of 2020 the Company decided to put the process to engage a strategic partner on hold, and monitor the market closely.

CATL Strategic Investment and Improving Market Outlook

While the COVID-19 outbreak resulted in a pause in the Company’s formal process with potential partners, the Company remained open to discussing inbound inquiries. In May 2020, the Company engaged in initial discussions with Contemporary Amperex Technology Co. Ltd. (“ CATL ”), a leading Chinese battery maker and end-user of highpurity lithium carbonate that expressed interest in the 3Q Project. On September 14, 2020, the Company announced that CATL had agreed to acquire over 10 million Common Shares, representing approximately 8% of the outstanding

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Common Shares after the investment, at price of C$0.84 per Common Share (approximately C$8.5 million in the aggregate), representing a 45% premium to the prevailing market price of the Common Shares. The Company also agreed to nominate and support one director from CATL for election to the Board, which nominee would also participate on the Company’s technical committee in order to help Neo Lithium advance a feasibility study for its 3Q Project. The CATL investment closed in December 2020.

The Company believed CATL fit many of the characteristics it was looking for in a strategic partner, with financial resources, operational and marketing expertise and a market for products produced from lithium carbonate from the 3Q Project. CATL has significant downstream processing capabilities and product marketing knowledge, including what specific lithium products to sell, who to sell to, and how to sell the product. The Company believed that CATL’s participation in the equity investment validated the potential of the 3Q Project that management had been describing throughout the strategic process. However, while the investment and involvement of CATL was helpful to the Company for these reasons, the Company’s broader financing discussions with potential partners, including CATL, remained postponed until global travel restrictions eased, including, among other things, restrictions on entry into Argentina, in order to allow on-site due diligence at the 3Q Project.

Throughout this period, the Company remained open to further discussions with other interested parties in the 3Q Project, but preferred to wait until market conditions improved before approaching potential partners on a broad formal basis, and decided to, in parallel, begin advancing on the feasibility study work streams. Starting in 2021, battery metal and electrical vehicle sentiment started to turn positive, and there was some evidence and hope that the disruption of the COVID-19 pandemic would diminish. With industry experts predicting that the lithium demand outlook would strengthen in the medium term, and the short term spot reference price demonstrably improving, the outlook for raising capital and also searching for a strategic partner for the 3Q Project started to gradually improve.

In early 2021, the Company completed a C$30 million private placement of special warrants. The Company intended to use the proceeds of the private placement to start pond construction as soon as environmental permits were secured to be in a position to produce lithium carbonate for sale as soon as possible. In connection with this private placement, CATL acquired an additional 860,370 Common Shares in order to maintain its approximate 8% equity interest in the Company, while also monitoring the development of the Feasibility Study.

At the same time, market momentum in the lithium sector continued to improve, due in part to a gradual recovery from the COVID-19 pandemic as well as renewed positive sentiment and concrete initiatives to foster the global ‘green economy’. Acceleration in expected electric vehicle adoption increased the forecasted demand for lithium which allowed established market participants such as Albemarle, SQM, Livent and Piedmont to re-engage on postponed expansion projects. The renewed interest in the sector included interest in premium development assets, such as the 3Q Project. In particular, a few merger and acquisition transactions were announced in the lithium sector, including Galan Lithium’s acquisition of a joint venture interest in the Greenbushes South lithium project from Lithium Australia in January 2021, Orocobre Limited’s acquisition of Galaxy Resources Limited announced in April 2021, Ganfeng Lithium’s acquisition of Bacanora Lithium announced in May 2021, and Ganfeng’s agreement to acquire Millennial Lithium Corp. in July 2021 (subsequently the subject of superior offers from CATL and Lithium Americas Corp.).

Based on improving market conditions, the Company determined to re-engage with potential strategic partners more actively rather than wait for the results of the Feasibility Study. By mid-2021, conditions in both the public and private markets were significantly improved, and the Company, following discussion with its advisors, determined it should pursue opportunities to finance the construction of the 3Q Project in order to be prepared for commercial production by 2024-2025, when experts and market participants were projecting lithium market supply deficits.

The Company was prepared to explore many variations of proposed transaction structures from potential strategic partners, including various combinations of joint venture, debt, equity, and offtake arrangements, as well as an outright sale of the Company. However, it was evident to the Company after multiple rounds of discussions with industry participants and potential partners that potential partners were most interested in obtaining a source of long term supply (offtake) of lithium carbonate at preferential pricing, rather than making a large scale investment in or acquiring the 3Q Project (or the Common Shares). It became also clear that the lithium carbonate production that could be produced from the 3Q Project, because of the expectation of increased market demand and prices, was the Company’s most valuable asset, and not necessarily control of the 3Q Project. The Company repeatedly found that potential partners were mostly interested in transacting on a basis that would deliver the partner an amount of offtake that was

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disproportionate to the proposed investment in the Company. The Company was willing to explore preferential offtake arrangements as a component of project financing alternatives, but the Company did not believe it was in the best interests of the Company to commit any amount of offtake or enter into a significant perpetual offtake arrangement, as the Company believed it was preferable to preserve the long-term upside in potential lithium carbonate pricing for the Company and its Shareholders.

Renewed Search for a Strategic Partner and Negotiation of the Arrangement

As 2021 progressed, available reference prices for lithium carbonate and the Company’s market capitalization continued to increase. The Company and BofA Securities received additional inquiries about the 3Q Project from global industry participants showing interest in either entering into a joint venture and/or acquiring a majority stake or all of the Company. The Company remained open to multiple structures for investment, which included the potential sale of the Company in its entirety. The Company also announced a positive update to its mineral resource estimate in June 2021 and demonstrated an ability to produce very high purity battery grade lithium carbonate from lithium brine at the 3Q Project.

In this context, in July 2021 the Company accelerated discussions with potential partners in a more structured manner, which ultimately led to the execution of the Arrangement Agreement. While the Company had an existing strategic investor in CATL, several credible potential strategic and financial investors that had either shown concrete recent interest in the 3Q Project and had the capacity to execute a transaction in a timely manner indicated their interest in the 3Q Project. These parties were invited to submit non-binding proposals. If no attractive offer was obtained, the Company intended to wait until the Feasibility Study was completed before launching a new search process.

From June 30, 2021 to July 20, 2021 the Company received indicative proposals, subject to diligence, from three parties, which included proposals to acquire 100% of the outstanding Common Shares, partnership alternatives, and a strategic equity investment in the Company. An additional strategic party was involved in the process and was expected to submit a non-binding offer by July 26, 2021, but no such offer was submitted. Two additional interested parties had recently started to analyze alternatives but required additional time before indicative proposals could be submitted, or even provide time when they would be ready to do so. Two well-known industry players in the region also reached out, though did not seem ready to engage at the time. Zijin was not yet involved in the process.

On July 20, 2021, these proposals and next steps were discussed with the Board and the Board approved the creation of the Special Committee, comprising Constantine Karayannopoulos, Thomas Pladsen and Estanislao Auriemma, with Thomas Pladsen chairing the Special Committee, that would, amongst other things, review, consider and evaluate the terms of any potential strategic transaction, supervise the negotiation of any potential transaction and advise the Board as to whether any potential transaction is in the best interests of the Company.

The Special Committee was also empowered to, without further authorization from the Board, consider all matters that it may consider relevant to those matters described above. At the July 20, 2021 Board meeting, it was determined that the Company would pursue a potential transaction with the parties that had submitted proposals and that each be provided access to the full data room for due diligence investigations and a deadline for formal final offers. The Company, with the assistance of its legal counsel, prepared a form of plan of arrangement and arrangement agreement which were provided to both bidders on August 6, 2021. Indications were given to both bidders that it would be necessary to improve the financial terms of their respective proposals in order to be successful.

On August 3, 2021, representatives of Zijin first reached out to the Company to inquire about the 3Q Project and potential participation in the process. On August 5, 2021, a senior representative of Zijin met with a senior executive of the Company in Toronto. As a follow up to that meeting, BofA Securities sent Zijin a draft non-disclosure agreement (“ NDA ”) for review. On August 8, 2021, Zijin executed the NDA, and it was countersigned by the Company on August 9, 2021.

The Special Committee held its first formal meeting on August 9, 2021. BofA Securities and management provided the Special Committee with an update on the ongoing strategic process, including Zijin’s unsolicited interest in participating in the process, as well as new unsolicited interests from Europe and from a South American group. While none of Zijin, the South American group, or the European group had prior experience in the battery metals sector, all new participants were viewed as credible bidders. The Special Committee was also informed that two out

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of the three candidates that had already submitted indicative proposals (which at this time did not include Zijin) were performing active diligence in the data room, along with their technical, accounting and legal teams.

On August 11, 2021 representatives of BofA Securities and Zijin held a video conference discussion, during which Zijin expressed its strong interest in the Company and discussed its successful recent acquisition track record. While Zijin was not yet ready to comment on its preferred structure for a transaction, Zijin indicated that it most likely would be interested in the acquisition of 100% of the Company. Diligence expectations, tight timeline and plans were also discussed and coordinated. The Company granted Zijin partial access to the data room on August 11, 2021 and full access to the data room on August 13, 2021.

Although Zijin entered the process later than the other bidders and did not have previous lithium experience, Zijin was viewed by the Special Committee as a very credible participant. Zijin had significant expertise acquiring Canadianlisted mineral exploration assets, existing relationships with external advisors, and had indicated an interest in buying the enterprise as a whole, rather than pursuing offtake or joint venture arrangements. The Special Committee considered Zijin’s successful track record of completing transactions for Canadian assets as a significant factor in assessing its credibility and any related execution risk.

On August 16, 2021, BofA Securities sent Zijin a letter providing details with respect to the expected process for submitting a formal proposal, taking into account that at the time other parties were ahead of Zijin in the process with respect to diligence and transaction document review. Zijin was asked to submit an initial non-binding proposal by August 23, 2021. If Zijin was to be invited to proceed further in the process, Zijin would then be required to submit a binding offer no later than September 24, 2021.

On August 23, 2021, Zijin submitted a non-binding indicative proposal to acquire 100% of the outstanding Common Shares at a price of C$5.00 per Common Share. The non-binding offer was at a premium to the prevailing market price of the Common Shares and was subject to, amongst other things, completion of Zijin’s due diligence and negotiation of definitive transaction agreements.

On August 24, 2021, representatives of BofA Securities and Zijin held a call to discuss Zijin’s non-binding indicative proposal, outstanding diligence, required site visits, management presentations and related next steps. On the basis of the proposal, Zijin was invited to submit a binding offer no later than September 24, 2021. The parties discussed the September 24, 2021 deadline to submit a binding offer and the internal and external approval processes that would be required for a binding proposal.

On August 25, 2021, representatives of Zijin and BofA Securities began exchanging emails on the expected delegation from China for a site visit so that the Company could make the necessary arrangements.

On September 1, 2021, the Special Committee held another formally constituted meeting. Management and representatives of BofA Securities and Fasken, counsel to Neo Lithium, attended. Management and BofA Securities provided the Special Committee with a process update, and Fasken provided an update of the status of the draft transaction documentation being prepared. BofA Securities provided an update to the Special Committee on the parties that were doing full diligence, and the parties that appeared less engaged at that time.

On September 3, 2021, the Company sent the Zijin delegation invitation letters for their proposed visit to Argentina.

On September 10, 2021, the Company and Zijin had a telephone call during which Zijin provided a brief update on the progress of its due diligence investigations and the parties discussed arrangements for Zijin’s upcoming site visit. This discussion was followed by an introductory video conference meeting between the Neo Lithium management team and Zijin leadership members including Zijin’s Chairman, Mr. Chen Jinghe. Mr. Perez provided a summary presentation of the 3Q Project to Zijin leadership and discussed topics of interest for both sides. Zijin reconfirmed strong interest in the 3Q Project and a potential transaction with Neo Lithium.

On September 14, 2021, the deadline was extended for bidders other than Zijin from September 17, 2021 to September 23, 2021 so all bidders were on a similar timeline for submission of a binding offer.

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On September 17, 2021, representatives of Zijin asked representatives of BofA Securities if it was possible to extend the deadline for binding offers after September 24, 2021 given that it was likely that Zijin’s representatives would not be able to complete their site visits in Argentina prior to such time. After discussions, the deadline was not extended, however it was agreed among the parties that the offer from Zijin may be subject to a condition that Zijin complete a site visit of the 3Q Project before it would be in a position to enter into a definitive agreement.

On September 24, 2021, Zijin submitted an all-cash binding offer to acquire 100% of the Common Shares by way of a plan of arrangement at a purchase price of C$6.50 per Common Share, conditional upon completing its scheduled site visit to the 3Q Project. The condition would be eliminated after the site visit unless Zijin expressed differently in writing within 72 hours following the completion of the site visit. The Zijin offer noted that the proposed transaction would be subject to customary closing conditions, as well as the receipt of the Environmental Impact Approval. Also included in Zijin’s submission were a proposed arrangement agreement and plan of arrangement revised to a form that would be acceptable to Zijin.

The financial terms of Zijin’s offer were superior to any other offer received by Neo Lithium to date, and Zijin at this point had demonstrated engagement equal to or greater than other participants in the process with their pace of execution, including with respect to diligence, the form of transaction documents, and advisor engagement.

In late September 2021, the Argentinean government began to relax travel restrictions on foreigners entering the country, including with respect to quarantine requirements. After submitting its offer, Zijin sent two members of their Colombian operations to Argentina, who did not require a travel visa, and performed a site visit from September 27, 2021 to September 29, 2021. This visit was complemented by a site visit of five members of Zijin China’s operations, who visited the 3Q Project from October 3, 2021 to October 5, 2021.

Upon receipt of the proposed arrangement agreement from Zijin on September 24, 2021, Fasken, counsel to Neo Lithium, and Torys LLP, counsel to Zijin proceed to exchange several drafts of the Arrangement Agreement, Plan of Arrangement and other transaction documents. Fasken, under the supervision of the Special Committee, engaged in several discussions with Torys LLP to negotiate the key terms of the Arrangement Agreement, including those relating to interim period restrictions, closing conditions, and the terms of the Termination Amount and Reverse Termination Amount.

On October 1, 2021, the Special Committee held a formally constituted meeting to discuss Zijin’s offer and the status of negotiation of the transaction documents with Zijin, including the conditions to the offer, including the site visit condition, the need for PRC Approvals and the timing therefor, and the Environmental Impact Approval, as well as any other material changes to the draft arrangement agreement the Company had provided to potential bidders. The Special Committee considered the changes proposed by Zijin and its advisors. The Special Committee also discussed the potential engagement of an independent financial advisor to provide a fairness opinion in connection with any arrangement.

Pursuant to a letter agreement dated October 2, 2021, the Board and Special Committee engaged Cormark to provide the Fairness Opinion.

On October 5, 2021, Zijin sent a letter to the Company in which it confirmed that Zijin’s site visit to the 3Q Project had been completed to its satisfaction and indicated Zijin’s intention to finalize the Arrangement Agreement and related documentation. Representatives of Zijin also requested confirmation from the Board that it intended to enter into the Arrangement with Zijin, following which Zijin would obtain the remaining internal approvals necessary to execute into the Arrangement Agreement.

At this point, the Company had not received any transaction offers that were superior to Zijin’s all-cash offer to acquire all of the outstanding Shares and, based on negotiations with counterparties to that point and the indicative offers received to date, no further offers that could reasonably be considered superior to the Zijin offer were expected.

On the morning of October 6, 2021 (Toronto time), a Special Committee meeting was held, at which time the Special Committee received the oral opinion of Cormark (subsequently confirmed as of October 8, 2021) to the effect that as of such date, the Consideration to be received by Shareholders pursuant to the Arrangement was fair, from a financial

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point of view, to such Shareholders. After discussion, including with respect to the matters discussed under the heading “The Arrangement – Reasons for the Arrangement” and taking into account the best interests of the Shareholders and the expected impact of the Arrangement on other stakeholders of the Company, and after consultation with its financial and legal advisors, the Special Committee unanimously determined that the Arrangement was fair and reasonable to Shareholders and is in the best interests of the Company. Accordingly, the Special Committee unanimously recommended that the Board authorize proceeding to execution with Zijin, approve the Arrangement Agreement once in a satisfactory form, and that the Board recommend that Shareholders vote in favour of the Arrangement Resolution.

A Board meeting was held in the evening of October 6, 2021 (Toronto time). The unanimous recommendation of the Special Committee was presented and Fasken discussed certain key considerations of the Arrangement Agreement, including non-solicitation covenants, closing conditions and other deal protection mechanisms. The Board authorized Company representatives to inform Zijin that the Company intended to enter into the Arrangement with Zijin so that Zijin could proceed to obtain any necessary internal approvals. The Board meeting adjourned, and the evening of October 6, 2021 (Toronto time), Zijin was informed of the Board’s decision.

From October 6, 2021 to October 8, 2021, the parties continued to negotiate various commercial and legal terms and conditions of the Arrangement Agreement and Fasken and Torys LLP continued to finalize the transaction documentation into the forms required for execution.

On October 8, 2021, representatives of Zijin confirmed to the Company that Zijin had received internal approval to proceed with signing the Arrangement Agreement once in satisfactory form. The October 6, 2021 Board meeting was reconvened that evening. At the reconvened Board meeting, Cormark delivered the Fairness Opinion to the Board. Following a discussion of the benefits and risks associated with the Arrangement, including the matters discussed under the heading “The Arrangement – Reasons for the Arrangement” and taking into account the best interests of the Shareholders and the impact of the Arrangement on other stakeholders of the Company, and after consultation with its financial and legal advisors, the Board unanimously determined that the Arrangement was fair and reasonable to Shareholders and in the best interests of the Company, unanimously approved the Company’s entry into the Arrangement Agreement and other transaction documents and unanimously resolved to recommend that Shareholders vote in favour of the Arrangement Resolution. The parties proceeded to execute the Arrangement Agreement and the Voting and Support Agreements, and the Company issued a news release on October 8, 2021.

Recommendation of the Special Committee

After careful consideration, including a thorough review of the Arrangement Agreement, the Fairness Opinion and a thorough review of other matters, including the matters discussed under the heading “ The Arrangement – Reasons for the Arrangement ” and following consultation with management and its financial and legal advisors in formal meetings and informal updates on the process, the Special Committee unanimously determined that the terms and conditions of the Arrangement are fair and reasonable to Shareholders and that the Arrangement is in the best interests of Neo Lithium. Accordingly, the Special Committee unanimously recommended that the Board approve the Arrangement Agreement and recommends that Shareholders vote FOR the Arrangement Resolution.

Recommendation of the Board

After careful consideration, including a thorough review of the Arrangement Agreement, the Fairness Opinion, and a thorough review of other matters, including the matters discussed under the heading “ The Arrangement – Reasons for the Arrangement ” following consultation with its financial and legal advisors and on the unanimous recommendation of the Special Committee, the Board unanimously determined that the terms and conditions of the Arrangement are fair and reasonable to Shareholders and that the Arrangement is in the best interests of Neo Lithium. Accordingly, the Board unanimously approved the Arrangement Agreement and unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.

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Reasons for the Arrangement

The Board and the Special Committee, in unanimously determining that the Arrangement is fair and reasonable to the Shareholders and is in the best interests of the Company, and the Board in making its recommendation to Shareholders, considered and relied upon a number of factors, including, among others, the following:

(a) Significant Premium to Prevailing Share Price – The Consideration of C$6.50 per Common Share represents a 36% premium to the volume weighted average price of the Common Shares over the 20 trading days ended October 8, 2021, the last trading day immediately prior to the announcement of the execution of the Arrangement Agreement..
(b) Significant Premium to All-Time High Trading Price and Analyst’s Estimates – The timing of the Arrangement is not opportunistic. The Consideration represents a premium to any previous trading price of the Common Shares on the TSXV, and is greater than most analyst targets on the date of announcement of the execution of the Arrangement Agreement.
(c) Compelling Value Relative to Alternatives – Since 2017, the Company, with the assistance of its external financial and legal advisors, has conducted an extensive and comprehensive process to find a strategic partner that could provide the necessary financing on reasonable terms to develop the Material Property and who could potentially de-risk the Material Property and Shareholders’ investment in the Company through the provision of strategic execution capabilities. The Company entered into more than 50 confidentiality agreements with prospective transaction counterparties and provided each of them with access to confidential information regarding the Company and the Material Property in order to assist them in assessing a potential strategic transaction with the Company. During this process of identifying strategic alternatives and seeking financing and development partners, the reference price of lithium carbonate fluctuated significantly, and the process did not initially result in a transaction that the Board believed was in the best interests of the Company. The Company then proceeded to explore a potential sale of the entire Company through a competitive auction process from which the Purchaser’s offer emerged as the most attractive alternative. The Board, with the assistance of its financial and legal advisors, assessed the risks and challenges facing the Company if it remains a publicly traded company, including current and anticipated risks associated with the financing and development of the Material Property as an independent public entity with limited liquidity and financing alternatives, fluctuations in commodity prices and electric vehicle sentiment, and execution risk associated with building and operating the Material Property. The Board and Special Committee concluded that entering into the Arrangement Agreement with the Parent and the Purchaser was the most favourable alternative to Company Shareholders and represents the Company’s best prospect for maximizing Shareholder value.
(d) Certain Value and Immediate Liquidity – All cash consideration provides certainty of value, immediate liquidity and no risk of diminution value, as is typical in share exchange transactions.
(e) Voting Support Agreements – All of the directors and officers of the Company who own Common Shares or Options, representing approximately 8.7% of the issued and outstanding Common Shares, have entered into Voting Support Agreements with the Purchaser pursuant to which they agreed, among other things, to vote all of their Common Shares in favour of the Arrangement Resolution. See “ The Arrangement – Voting Support Agreements ”.
(f) Credibility of the Parent – The Purchaser’s obligations, including its obligation to pay the Consideration, have been guaranteed by the Parent. The Parent is a highly credible and leading global mining company with the financial resources necessary to complete the Arrangement and a demonstrated track record of completed transactions in Canadian capital markets.
(g) Reverse Termination Amount – Neo Lithium will be entitled to US$35 million if the Arrangement Agreement is terminated due to the failure of the Purchaser to receive the PRC Approvals.

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(h) Fairness Opinion – Cormark provided the Fairness Opinion, dated October 8, 2021, to the Special Committee and the Board pursuant to which Cormark delivered its opinion as to the fairness, from a financial point of view, of the Consideration to be received by Shareholders pursuant to the Arrangement, based upon and subject to the various assumptions, limitations and qualifications set forth in such opinion, as more fully described below in the section entitled “ The Arrangement – Fairness Opinion ”. The Board and the Special Committee considered the financial advisors’ compensation arrangements when considering the advice provided in the Fairness Opinion, in particular that Cormark was engaged to provide the Fairness Opinion on a fixed fee basis that was not contingent on the conclusions reached therein or the completion of the Arrangement.
(i) Ability to Respond to Superior Proposals – On and subject to the terms of the Arrangement Agreement, the Board will remain able to respond to any bona fide written proposal from third parties that, if consummated, may lead to a transaction more favourable to Shareholders, from a financial point of view, than the Arrangement. The Termination Amount payable in certain circumstances, being US$35 million, would not, in the view of the Board and the Special Committee, after consultation with their legal and financial advisors, preclude a third party from potentially making a Superior Proposal.
(j) Arm’s Length Negotiations – The Arrangement Agreement was the result of a comprehensive and competitive arm’s length negotiation process with respect to the key elements of the Arrangement Agreement and Plan of Arrangement, which include terms and conditions that are reasonable in the judgment of the Special Committee and the Board. The Special Committee took an active and independent role in negotiating the material terms of the Arrangement Agreement with the assistance of management and the Company’s and the Special Committee’s financial and legal advisors. The Special Committee comprised members of the Board who are independent of the Company’s management and Zijin.
(k) Limited Conditions to Closing – The Arrangement Agreement provides for limited conditions to complete the Plan of Arrangement, which conditions, the Company believes, are not unduly onerous or outside market practice and can reasonably be expected to be satisfied. The Purchaser’s obligation to pay the aggregate Consideration is not subject to a financing condition.
(l) Procedural Safeguards – The Arrangement must be approved by not less than two-thirds of the votes cast by Shareholders present at the Meeting or represented by proxy at the Meeting and entitled to vote, as a class. The Arrangement must also be approved on a “majority of the minority” basis pursuant to MI 61-101. In addition, the Arrangement must be approved by the Court, which will consider, among other things, the fairness and reasonableness of the Arrangement to Shareholders.
(m) Dissent Rights – The terms of the Arrangement provide that Registered Shareholders who oppose the Arrangement may, upon compliance with certain conditions, have the ability to exercise Dissent Rights and, if ultimately successful, to receive fair value for their Common Shares (as described in the Plan of Arrangement).
(n) Other Factors – The Board also considered the Arrangement with reference to the financial condition and results of operations of the Company, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and pursuing those alternatives in light of current market conditions and the Company’s financial position.

In the course of their deliberations, the Board and the Special Committee, in consultation with the Company’s management and their legal and financial advisors, also considered a number of potential issues regarding, and risks (as described in greater detail under the heading “ Risk Factors Relating to the Arrangement ”) relating to, the Arrangement, including:

(a) the risks to the Company and the Shareholders if the Arrangement is not completed, including the costs to the Company in pursuing the Arrangement and the diversion of the Company’s management from the conduct of the Company’s business in the ordinary course;

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(b) that the terms of the Arrangement Agreement require the Company to conduct its business in the ordinary course and prevent the Company from taking certain specified actions, which may delay or prevent the Company from taking certain actions to advance the Material Property pending consummation of the Arrangement;
(c) that following the Arrangement, the Company will no longer exist as an independent public company, the Common Shares will be delisted from the TSXV and Shareholders will forego any future increases in value that might result from the achievement of the Company’s long-term plans;
(d) the Termination Amount payable to the Purchaser in certain circumstances, including if the Company enters into an agreement in respect of a Superior Proposal to acquire the Company;
(e) the conditions to the Purchaser’s obligations to complete the Plan of Arrangement and the right of the Purchaser to terminate the Arrangement Agreement under certain circumstances;
(f) that the Arrangement will be taxable for Shareholders and, as a result, the Shareholders will generally be required to pay taxes on any gains that result from the receipt of the Consideration under the Arrangement;
(g) the fact that the Company has incurred and will continue to incur significant transaction costs and expenses in connection with the Arrangement, regardless of whether the Arrangement is completed;
(h) that judgments against the Purchaser and the Parent in Canada for a breach of the Arrangement Agreement may be difficult to enforce against the Parent’s assets outside of Canada;
(i) the fact that certain of the Company’s executive officers have interests in the Arrangement or may receive benefits that may differ from, or be in addition to, the interests of Shareholders generally that may present them with actual or potential conflicts of interest in connection with the Arrangement, as described under the heading “ Interests of Certain Persons in the Arrangement ”; and
(j) that if the Arrangement Agreement is terminated, and the Board decides to seek another transaction or business combination, there is no assurance that the Company will be able to find a party willing to pay greater or equivalent value as compared to the Consideration under the Arrangement.

The Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

The Board’s and the Special Committee’s reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions, are subject to various risks. See “ Cautionary Statement Regarding Forward-Looking Information ” and “ Risk Factors Relating to the Arrangement ” in this Circular.

The foregoing summary of the information and factors considered by the Board and the Special Committee is not intended to be exhaustive. In view of the variety of factors and the amount of information considered in connection with its evaluation of the Arrangement, neither the Board nor the Special Committee found it practical to, and did not, quantify or otherwise attempt to assign any relative weight to each specific factor considered in reaching its conclusion and recommendation. Their recommendations were made after considering all of the above-noted factors and in light of the Board’s and the Special Committee’s knowledge of the business, financial condition and prospects of Neo Lithium, and was also based on the advice of financial advisors and legal advisors to the Board and the Special Committee. In addition, individual members of the Board and the Special Committee may have assigned different weights to different factors.

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Fairness Opinion

The following summary is qualified in its entirety by the full text of the Fairness Opinion which sets forth the assumptions made, the matters considered, and the limitations and qualifications on the review undertaken in connection with the Fairness Opinion. The Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Arrangement. The Fairness Opinion is not a recommendation to any Shareholder as to how to vote or act on any matter relating to the Arrangement or otherwise. The Fairness Opinion is only one factor that was taken into consideration by the Special Committee and the Board in making their respective determinations.

Shareholders are urged to read the Fairness Opinion carefully and in its entirety. The full text of the Fairness Opinion setting out the assumptions made, matters considered, limitations and qualifications on the review undertaken, is attached hereto at Appendix C, and will also be available under the Company’s profile on SEDAR at www.sedar.com.

Pursuant to a letter agreement dated October 2, 2021, the Board and Special Committee engaged Cormark to provide each of the Board and the Special Committee an opinion as to the fairness, from a financial point of view, of the Consideration to be received by Shareholders pursuant to the Arrangement.

The Board and the Special Committee have each determined Cormark to be independent and qualified to provide the Fairness Opinion.

Neither Cormark, nor any of its affiliates or associates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario)) of the Company, Zijin, or any of their respective associates or affiliates and there are no understandings, agreements or commitments between Cormark, the Company or Zijin with respect to any future business dealings. Cormark has not been engaged to provide financial advisory services to the Company, Zijin, or any of their respective associates or affiliates nor has it participated in any financing involving such parties within the past 24-month period other than as described in the Fairness Opinion.

The terms of Cormark’s engagement in connection with the Fairness Opinion provide that Cormark shall be paid a fixed fee upon delivery of the Fairness Opinion and such fee is not contingent in whole or in part on the success or completion of the Transaction or on the conclusions reached in the Fairness Opinion. In addition, Cormark is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by the Company, in certain circumstances, against certain expenses, losses, claims, actions, damages and liabilities incurred in connection with the provision of its services pursuant its engagement.

Cormark is an independent investment dealer with expertise in investment banking and advisory services and has experience performing such services for companies operating in the metals and mining industry, including lithium exploration and development companies. The issuance of the Fairness Opinion was approved for release by a committee of senior investment banking professionals of Cormark, each of whom is experienced in merger, acquisition, divestiture, valuation, fairness opinion and other capital markets matters.

At a meeting of the Special Committee held on October 6, 2021, Cormark provided the Special Committee with an oral opinion, which oral opinion was subsequently confirmed in writing, that, based on and subject to the assumptions, limitations and qualifications set forth in the Fairness Opinion, as of October 6, 2021, the Consideration to be received by Shareholders pursuant to the Arrangement was fair, from a financial point of view, to such Shareholders. At a meeting of the Board held on October 6, 2021, which meeting was adjourned until and continued on October 8, 2021, Cormark provided the Board with an oral opinion, which oral opinion was subsequently confirmed in writing, that, based on and subject to the various assumptions, limitations and qualifications set forth in the Fairness Opinion, as of October 8, 2021, the Consideration to be received by Shareholders pursuant to the Arrangement was fair, from a financial point of view, to such Shareholders.

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The full text of the Fairness Opinion, which sets forth, among other things, the assumptions made, matters considered, procedures followed and limitations and qualifications on the review undertaken in connection with the Fairness Opinion, is attached to this Circular as Appendix C. This summary of the Fairness Opinion is qualified in its entirety by the full text of the Fairness Opinion.

The Fairness Opinion is not a recommendation to any Shareholder as to how to vote or act on any matter relating to the Arrangement or otherwise.

Voting Support Agreements

The following description of the Voting Support Agreements is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Voting Support Agreements. The Voting Support Agreements entered into by the Purchaser, the Parent and each director and officer of the Company who owns Common Shares or Options may be found under Company’s profile on SEDAR at www.sedar.com.

The Supporting Shareholders collectively beneficially own or exercise control or direction over an aggregate of 12,239,300 Common Shares, representing approximately 8.7% of the outstanding Common Shares as of the Record Date.

Voting Support Agreements – Directors and Officers

The Purchaser and the Parent entered into Voting Support Agreements with the Company’s directors and officers who own Common Shares or Options pursuant to which such directors and officers have agreed, subject to the terms and conditions of the Voting Support Agreement, to, among other things, vote their respective Common Shares in favour of the Arrangement Resolution.

Their respective obligations under the Voting Support Agreement will automatically terminate on the earliest to occur of any of the following: (i) the written agreement of the Purchaser, the Parent and the director or officer, as applicable; (ii) the date and time on which the Arrangement Agreement is terminated in accordance with its terms; (iii) the Effective Time; or (iv) written notice to the Purchaser by the director or officer, as applicable, if, without the prior written consent of such director or officer, the Parent or the Purchaser varies the terms of the Arrangement Agreement in a manner that is materially adverse to such director or officer, including a decrease in the amount of, or a change to the nature of the Consideration payable to Securityholders.

Description of the Arrangement

The following description of the Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of which is attached as Appendix B of this Circular.

Following receipt of the Final Order but prior to the Effective Time, the Purchaser will provide or cause to be provided to the Depositary sufficient funds to be held in escrow (on terms and conditions satisfactory to the Company, the Parent and the Purchaser, each acting reasonably) to satisfy the aggregate Consideration payable to the Shareholders pursuant to the Plan of Arrangement.

If the Arrangement is completed, the Purchaser will acquire all of the Common Shares and the Options will be deemed to be assigned and transferred to the Company and cancelled and will be of no further force and effect, all in exchange for payment, if any, in accordance with the terms of the Plan of Arrangement.

Pursuant to the Arrangement, Shareholders (other than those who validly exercise their Dissent Rights) will receive, in accordance with the terms and conditions set forth in the Plan of Arrangement, a cash payment of C$6.50 from the Purchaser in Consideration for each such Shareholder’s Common Shares, less any withholdings or deductions required to be made pursuant to the Plan of Arrangement. Dissenting Shareholders will be deemed to have assigned and transferred their Common Shares to the Purchaser and will cease to have any rights as Shareholders other than the right to be paid the fair value for such Common Shares in accordance with the Plan of Arrangement.

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Commencing at the Effective Time, each of the following events will occur and will be deemed to occur sequentially as set out below without any further authorization, act or formality:

(a) each Common Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to the Purchaser in exchange for payment of an amount determined in accordance with the Plan of Arrangement, and: (i) such Dissenting Shareholder shall cease to be the holder of such Common Shares and to have any rights as a Shareholder other than the right to be paid the fair value for its Common Shares as set out in the Plan of Arrangement; (ii) the name of such Dissenting Shareholder shall be removed from the register of Shareholders maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee and the legal and beneficial holder of such Common Shares (free and clear of all Liens) and shall be entered as the registered holder of such Common Shares in the register of Shareholders maintained by or on behalf of the Company;
(b) each Common Share outstanding immediately prior to the Effective Time (other than a Common Share held by a Dissenting Shareholder) shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to the Purchaser in exchange for the Consideration, and (i) the holder of such Common Share shall cease to be the holder thereof and to have any rights as a Shareholder other than the right to receive the Consideration in accordance with the Plan of Arrangement; (ii) such holder’s name shall be removed from the register of Shareholders maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee and the legal and beneficial holder of such Common Shares (free and clear of all Liens) and shall be entered as the registered holder of such Common Shares in the register of the Shareholders maintained by or on behalf of the Company; and
(c) notwithstanding any vesting, exercise or other provisions to which an Option might otherwise be subject (whether by contract, the conditions of a grant, applicable Law or the terms of the Stock Option Plan or otherwise), each Option outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of any Optionholder, be deemed to be assigned and transferred by such holder to the Company in exchange for the Option Consideration (net of applicable withholdings and deductions) and (i) the holder of such Options shall cease to be the holder thereof and to have any rights as a Optionholder other than the right to receive the Option Consideration (net of applicable withholdings and deductions) in accordance with the Plan of Arrangement; (ii) such holder’s name shall be removed from the register of Optionholders maintained by or on behalf of the Company; and (iii) the Stock Option Plan and all agreements, certificates and similar instruments relating to the Options shall be terminated or cancelled, as the case may be, and shall be of no further force and effect.

Key Procedural Steps for the Arrangement to Become Effective

In order for the Arrangement to become effective:

(a) the Arrangement Resolution must be approved by the Shareholders in the manner set forth in the Interim Order;
(b) the Court must grant the Final Order approving the Arrangement;
(c) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by one or both of Neo Lithium or the Purchaser, as appropriate; and
(d) the Articles of Arrangement in the form prescribed by the OBCA must be filed with the Director.

If approved, the Arrangement will become effective at the Effective Time, which is expected to be at 12:01 a.m. (Toronto time) on the date the Articles of Arrangement are filed with the Director. Upon issuance of the Final Order and on or before the date that is five Business Days following satisfaction or waiver of the last of the conditions

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precedent to the Arrangement set forth in the Arrangement Agreement, Neo Lithium will file the Articles of Arrangement and such other documents as may be required to give effect to the Arrangement with the Director pursuant to Section 183(1) of the OBCA, whereupon the transactions comprising the Arrangement will occur and will be deemed to have occurred in the order set out in the Plan of Arrangement without any further act or formality. The Arrangement will be binding on the Purchaser, the Parent, the Company, Shareholders, Optionholders, Dissenting Shareholders, the Transfer Agent, the Depositary and all other Persons, at and after, the Effective Time without any further act or formality required on the part of any Person.

See the Plan of Arrangement attached to this Circular as Appendix B for additional information.

Letter of Transmittal

For each Registered Shareholder, accompanying this Circular is a Letter of Transmittal. The Company has enclosed an envelope with the Meeting materials in order to assist Registered Shareholders with returning Letters of Transmittal and related documents to the Depositary under the Arrangement.

In order for a Registered Shareholder to receive the Consideration for each Common Share held by such Shareholder, such Registered Shareholder must deposit the certificate(s) or DRS advice(s), as applicable, representing his, her or its Common Shares with the Depositary. The Letter of Transmittal, properly completed and duly executed, together with all other documents and instruments referred to in the Letter of Transmittal or reasonably requested by the Depositary, must accompany all certificates or DRS advice(s), as applicable, for Common Shares deposited for payment pursuant to the Arrangement. The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. The Depositary will pay the Consideration a Shareholder is entitled to receive in accordance with the instructions in the Letter of Transmittal. Each of the Purchaser and the Parent reserves the right, if it so elects in its absolute discretion, to instruct the Depositary to waive any irregularity contained in any Letter of Transmittal received by the Depositary.

Any Shareholder whose Common Shares are registered in the name of an Intermediary should contact that Intermediary for assistance in depositing such Common Shares and should follow the instructions of such Intermediary in order to deposit such Common Shares with the Depositary.

The method used to deliver a Letter of Transmittal and any accompanying certificates or DRS advice(s), as applicable, and other relevant documents, if any, is at the option and risk of the relevant Shareholder. Delivery will be deemed effective only when such documents are actually received by the Depositary at the address set out in the Letter of Transmittal. The Company recommends that the necessary documentation be hand delivered to the Depositary and a receipt obtained; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended.

Under no circumstances will any Person be entitled to receive any interest, dividends, premium or other payment in connection with the Consideration or the Arrangement.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred pursuant to the Plan of Arrangement has been lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, cash deliverable in accordance with such holder’s Letter of Transmittal, provided as a condition precedent to the delivery of such Consideration, such holder gives a surety bond satisfactory to Company, the Purchaser, Parent and the Depositary (each acting reasonably) in such sum as Company, the Purchaser, Parent and the Depositary may direct and shall indemnify the Company, the Purchaser, Parent and the Depositary in a manner satisfactory to Company, the Purchaser, Parent and the Depositary (each acting reasonably) against any claim that may be made against Company, the Purchaser, Parent or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Following the receipt of the Final Order and prior to filing the Articles of Arrangement, the Purchaser will deposit or arrange to be deposited to the Depositary, for the benefit of Shareholders, the aggregate Consideration, with the amount per Common Share in respect of which Dissent Rights have been exercised being deemed to be the Consideration for this purpose, in accordance with the provisions of the Plan of Arrangement, which aggregate

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Consideration will be held by the Depositary as agent and nominee for the Shareholders for distribution to Shareholders in accordance with the provisions of the Plan of Arrangement.

Upon surrender to the Depositary for cancellation of certificates or DRS advice(s), as applicable, which immediately prior to the Effective Time represented outstanding Common Shares that were transferred pursuant to the Plan of Arrangement, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholders represented by such surrendered certificates or DRS advice(s), as applicable, will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder, the cash which such holder has the right to receive under the Plan of Arrangement for such Common Shares, less any amounts withheld pursuant to the Plan of Arrangement and any certificates or DRS advice(s), as applicable, so surrendered will forthwith be cancelled. The Depositary will, as soon as reasonably practicable after a Shareholder becomes entitled to the Consideration in accordance with the Plan of Arrangement, issue a cheque for the Consideration to which such Shareholder is entitled, less any amounts required to be deducted or withheld in accordance with the Plan of Arrangement or, if the Shareholder so instructs pursuant to the Letter of Transmittal, send such Consideration to such Shareholder by wire transfer for which such applicable fees will be deducted from the Consideration payable to such Shareholder. Unless the Shareholder instructs the Depositary to hold the cheque for pick-up by checking the appropriate box in the Letter of Transmittal, cheques will be forwarded by first class mail to the address specified in the Letter of Transmittal. If no address is provided, cheques will be forwarded by first class mail to the address of the Shareholder as shown on the register maintained by or on behalf of Neo Lithium immediately prior to the Effective Time.

Cancellation of Rights

If any former Registered Shareholder fails to deliver to the Depositary on or before the sixth anniversary of the Effective Time the Letter of Transmittal, the certificates or DRS advice(s), as applicable, representing the Common Shares held by such former Registered Shareholder and any other certificates, documents or instruments required to be delivered to the Depositary in order for such former Registered Shareholder to receive the Consideration which such former Registered Shareholder is entitled to receive, (i) such former Registered Shareholder will be deemed to have surrendered to the Purchaser all cash to which such former Registered Shareholder was entitled and such amount shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser; and (ii) any right or claim to payment pursuant to the Arrangement will cease to represent a claim of any kind or nature against or in the Company, the Purchaser or the Parent. None of the Company, the Depositary, the Parent, or the Purchaser will be liable to any Person in respect of any Consideration (including any Consideration previously held by the Depositary as agent for any such former Registered Shareholder) which is forfeited to the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been cashed or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment thereunder that remains outstanding on the sixth anniversary of the Effective Time will cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to the Plan of Arrangement will terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no Consideration.

Withholding Rights

Pursuant to the terms of the Plan of Arrangement, the Purchaser, the Company and the Depositary will be entitled to deduct and withhold from any amount otherwise payable to any Shareholder or any Person under the Plan of Arrangement (including any payment to Dissenting Shareholders and Optionholders) such amounts as the Company, the Purchaser, or the Depositary is required to deduct or withhold any such amounts will be treated for all purposes under the Arrangement Agreement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld taxes or other amounts are actually remitted to the appropriate Person.

Treatment of Options

A total of 8,788,333 Options are currently outstanding.

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Pursuant to the Plan of Arrangement, notwithstanding any vesting, exercise or other provisions to which an Option might otherwise be subject (whether by contract, the conditions of a grant, applicable Law or the terms of the Stock Option Plan or otherwise), each Option outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of any Optionholder, be deemed to be assigned and transferred by such holder to the Company in exchange for the Option Consideration (net of applicable withholdings and deductions) and (i) the holder of such Options shall cease to be the holder thereof and to have any rights as a Optionholder other than the right to receive the Option Consideration (net of applicable withholdings and deductions) in accordance with the Plan of Arrangement, (ii) such holder’s name shall be removed from the register of Optionholders maintained by or on behalf of the Company, and (iii) the Stock Option Plan and all agreements, certificates and similar instruments relating to the Options shall be terminated or cancelled, as the case may be, and shall be of no further force and effect.

Regulatory Matters and Approvals

Shareholder Approval

In order for the Company to seek the Final Order and for the Arrangement to be effective, the Arrangement Resolution must be approved, with or without variation, by: (i) at least 66⅔% of the votes cast at the Meeting by the Shareholders or by proxy; and (ii) a simple majority of the votes cast at the Meeting by the Shareholders or by proxy excluding the votes cast in respect of Common Shares beneficially owned or over which control or direction is exercised by any Persons whose votes must be excluded and any of its related parties or joint actors, all in accordance with MI 61-101. The votes cast in respect of Common Shares beneficially owned or over which control or direction is exercised by Messrs. Waldo Perez and Constantine Karayannopoulos will be excluded.

Notwithstanding the approval by Shareholders of the Arrangement Resolution, the Arrangement Resolution authorizes the Board to, without notice to or approval of Shareholders, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

Court Approval of the Arrangement

The OBCA requires that the Court approve the Arrangement.

On November 8, 2021, Neo Lithium obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order is attached hereto as Appendix D. The Notice of Application applying for the Final Order approving the Arrangement is attached as Appendix E.

Subject to the approval of the Arrangement Resolution by Shareholders at the Meeting, the hearing in respect of the Final Order is expected to take place on or about December 15, 2021 at 12:00 p.m., (Toronto time) by video conference, or as soon thereafter as is reasonably practicable. Any Shareholder who wishes to appear or be represented and to present evidence or arguments must serve and file a Notice of Appearance and satisfy any other requirements of the Court. The Court will consider, among other things, the fairness and reasonableness of the Arrangement and the rights of every Person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

Shareholders who wish to participate in or be represented at the Court hearing for the Final Order should consult their legal advisors as to the necessary requirements.

Investment Canada Act Approval

Under the Investment Canada Act, the direct “acquisition of control” of a Canadian business by a non-Canadian that exceeds the prescribed financial threshold (a “ Reviewable Transaction ”) is subject to pre-closing review and cannot be implemented unless the responsible Minister or Ministers under the Investment Canada Act (the “ Minister ”) (i) has sent a notice that he is satisfied, or (ii) has been deemed to be satisfied, that the transaction is likely to be of “net benefit” to Canada (a “ Net Benefit Ruling ”). An acquisition of control of a Canadian business that is not a Reviewable

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Transaction is subject to a notice requirement (“ Notice ”) under the Investment Canada Act, which notice can be made to the Director or Investments either before or within 30 days after closing.

In addition, under Part IV.1 of the Investment Canada Act, certain investments by non-Canadians, including but not limited to Reviewable Transactions and transactions in respect of which a Notice is required to be filed, can be subject to separate review on grounds that the investment could be injurious to national security. Where a non-Canadian investor has filed an application or Notice, the Minister has 45 days to issue a notice (a “ National Security Notice ”) that the investment may or will be subject to a national security review (a “ National Security Review ”). If an investment has not been implemented, an investor that received a National Security Notice cannot implement the investment. Where the investor has received a National Security Notice, the Minister has an additional 45 days following a National Security Notice to determine whether to recommend that an order for a National Security Review be made. Where a National Security Review has been ordered, the Minister has 45 days, which period can be extended for an additional 45 days, to determine (i) that the investment would not be injurious to national security, in which case the National Security Review is terminated, or (ii) that (a) it would be injurious to national security, or (b) that the Minister is unable to determine whether the investment would be injurious to national security, in which case ((a) or (b)) the Minister must refer the investment to the Governor in Council for a final determination. The Governor in Council then has 20 days to decide whether to authorize the investment, which can be on the basis of terms and conditions set by the Governor in Council or undertakings provided by the investor or, in the case of an investment that has not been completed, to prohibit its completion.

While the above timeframes can be extended with the consent of the investor (other than the 20 day period applicable to the Governor in Council’s determination), assuming no additional extensions, the entire period of a National Security Review from the initial filing by the investor until completion of the National Security Review can be as long as 200 days.

On March 24, 2021, the Government of Canada issued revised Guidelines on the National Security Review of Investments (the “ National Security Guidelines ”). Among other factors, the revised National Security Guidelines state that the Government will take into account the potential impact of a foreign investment on critical minerals and their supply chains, referring to the Government’s Critical Mineral List of 31 minerals, which includes lithium. The revised National Security Guidelines also add that some investments into Canada by state-owned enterprises may be motivated by non-commercial imperatives that could harm Canada’s national security and that the Government will subject all foreign investments by state-owned investors, or private investors assessed as being closely tied to or subject to direction from foreign governments, to enhanced scrutiny under the national security review provisions of the Investment Canada Act.

The transactions contemplated by the Arrangement Agreement do not constitute a Reviewable Transaction under the Investment Canada Act and, as such, do not require a Net Benefit Ruling. Zijin filed its Notice on October 15, 2021, which has been certified as complete as of October 20, 2021. Completion of the Arrangement is conditional on obtaining ICA Approval, which means that: (i) Zijin has not been notified within the prescribed period described above that the Arrangement may be subject to a National Security Review; or (ii) if Zijin receives notice that the Arrangement may or will be subject to a National Security Review, Zijin has subsequently received approval from the Minister or the Governor in Council, as the case may be, that Zijin and the Company are authorized to proceed with the Arrangement.

The Company cannot provide any assurances that the ICA Approval will be obtained.

PRC Approvals

Completion of the transactions contemplated by the Arrangement Agreement is also conditional upon the receipt of the PRC Approvals. Accordingly, Zijin and the Purchaser will prepare and file all necessary documents, notices, registrations, statements, petitions, filings and applications for the PRC Approvals.

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Delisting Matters

The Common Shares are listed and posted for trading on the TSXV under the trading symbol “NLC”, and quoted for trading on the OTCQX under the symbol “NTTHF” and on the Frankfurt Stock Exchange under the symbol “NE2”. Following the Effective Date, the Common Shares will be delisted from the TSXV, and removed from quotation on the OTCQX and Frankfurt Stock Exchange as promptly as practicable following completion of the Arrangement.

INTERESTS OF CERTAIN PERSONS IN THE ARRANGEMENT

In considering the recommendation of the Board with respect to the Arrangement Resolution, the Shareholders should be aware that certain members of the Board and the executive officers of Neo Lithium have interests in the Arrangement or may receive benefits that may differ from, or be in addition to, the interests of Shareholders generally that may present them with actual or potential conflicts of interest in connection with the Arrangement. The Board and the Special Committee are aware of these interests and considered them along with other matters described above under “ The Arrangement – Reasons for the Arrangement ”. These interests and benefits are described below.

Except as otherwise disclosed below or elsewhere in this Circular, all benefits received, or to be received, by directors or executive officers of Neo Lithium as a result of the Arrangement are, and will be, solely in connection with their services as directors or employees of Neo Lithium or as Shareholders. No benefit has been or will be conferred for the purpose of increasing the value of consideration payable to any such Person for Common Shares, nor is it, or will it be, conditional on the Person supporting the Arrangement.

Change of Control Payments

Each of Waldo Perez (President, Chief Executive Officer and Director), Carlos Vicens (Chief Financial Officer) and Gabriel Pindar (Director and Chief Operating Officer) has an employment agreement with Neo Lithium pursuant to which such individuals may receive change of control payments or other benefits as a result of the completion of the Arrangement.

These employment agreements provide for payments upon termination of the employment of Messrs. Perez, Vicens and Pindar without cause within nine months following a “change of control” of Neo Lithium. The employment agreements also provide for payments upon resignation from employment of such executive officer for any reason within nine months following a “change of control” of Neo Lithium.

Messrs. Perez, Vicens and Pindar are entitled to 30 months of average base salary if terminated without cause within nine months of a “change of control” of Neo Lithium and 24 months of average base salary if such executives resign for any reason within nine months of a “change of control” of Neo Lithium. Completion of the Arrangement will constitute a “change of control” of Neo Lithium under such employment agreements. Assuming the Arrangement is completed and the employment agreement with such officer is terminated without cause or such officer resigns for any reason within nine months of the completion of the Arrangement, the estimated payments would be as follows:

Name	Position	Payment if Terminated Without Cause Within Nine Months of a Change of Control of Neo Lithium	Payment if Resigns for any Reason Within Nine Months of a Change of Control of Neo Lithium
Waldo Perez	President, Chief Executive Officer and Director	C$750,000	C$600,000
Carlos Vicens	Chief Financial Officer	C$625,000	C$500,000
Gabriel Pindar	Chief Operating Officer and Director	C$687,500	C$550,000

Neo Lithium also previously entered into a consulting agreement with Kloni Inc., a company owned by Constantine Karayannopoulos, a director of Neo Lithium, pursuant to which Kloni Inc. may receive a change of control payment as a result of the completion of the Arrangement. If this consulting agreement is terminated by either Neo Lithium or Kloni Inc. within the nine-month period after any “change of control” of Neo Lithium, Kloni Inc. will be entitled to a

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payment of C$120,000. Completion of the Arrangement will constitute a “change of control” of Neo Lithium under the consulting agreement.

Stock Option Plan

Under Neo Lithium’s Stock Option Plan, in the event of a “change of control” of Neo Lithium, Optionholders are entitled to exercise their outstanding and unvested Options within 90 days of the closing of such transaction. Completion of the Arrangement will constitute a “change of control” of Neo Lithium under the Stock Option Plan. Each of the directors and executive officers of Neo Lithium (with the exception of Tang Honghui) hold Options of Neo Lithium, which will be subject to accelerated vesting pursuant to the Arrangement. If the Arrangement is completed, at the Effective Time all outstanding Options will be deemed to be assigned and transferred to the Company and cancelled and will be of no further force and effect, all in exchange for payment, if any, in accordance with the terms of the Arrangement. See “ The Arrangement – Description of the Arrangement ”.

Holdings of Company Securities

As of November 8, 2021, the directors and officers of Neo Lithium beneficially owned, directly or indirectly, or exercised control or direction over, in the aggregate, 12,239,300 Common Shares, which represented approximately 8.7% of the total number of outstanding Common Shares, and 7,060,000 Options. All Common Shares and Options held by the directors and officers of Neo Lithium will be treated identically and in the same manner under the Arrangement as all other Common Shares and Options.

The following table sets out the names and positions of the directors and officers of Neo Lithium and as of November 8, 2021, the number and percentage of Common Shares and Options owned, or over which control or direction is exercised, by each such director or officer of Neo Lithium and, where known after reasonable enquiry, by their respective associates or affiliates:

Name and Office Held	Number and Percentage of Common Shares	Number and Percentage of Options
Waldo Perez President, Chief Executive Officer and Director	5,238,800 3.71%	1,585,000 18.04%
Carlos Vicens Chief Financial Officer	18,000 0.01%	1,115,000 12.69%
Gabriel Pindar Director and Chief Operating Officer	4,990,000 3.53%	1,115,000 12.69%
Constantine Karayannopoulos Non-Executive Chairman and Director	1,842,500 1.30%	1,315,000 14.96%
Thomas Pladsen Director	150,000 0.11%	1,115,000 12.69%
Estanislao Auriemma Director	Nil	815,000 9.27%
Tang Honghui* Director	Nil	Nil

Notes:

A total of 12,239,300 Common Shares and 7,060,000 Options are currently beneficially owned or controlled by the directors and officers of Neo Lithium. The information as to Common Shares beneficially owned or controlled by each director or officer has been furnished to Neo Lithium by the respective individual.
Based on a total of 141,411,321 Common Shares issued and outstanding on a non-diluted basis and 8,788,333 issued and outstanding Options.
Nominee of CATL. CATL beneficially owns 11,078,373 Common Shares, representing approximately 8% of the issued and outstanding Common Shares.

Business Combination under MI 61-101

Neo Lithium is a reporting issuer in Ontario and Alberta (amongst other jurisdictions) listed on TSXV and is therefore subject to MI 61-101, which is intended to regulate certain transactions with “related parties” (as defined in MI 61101) to ensure equality of treatment among shareholders, generally by requiring enhanced disclosure, approval of

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certain transactions regulated thereunder by a majority of shareholders excluding “interested parties” or “related parties” and, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to a “business combination” (as defined in MI 61-101) that can terminate the interests of shareholders without their consent. MI 61-101 provides that, in certain circumstances, where a related party (which definition includes directors and senior officers of the Company, as well as Shareholders holding over 10% of the Common Shares) is entitled to receive a “collateral benefit” (as defined in MI 61-101) in connection with an arrangement (such as the Arrangement), such transaction may be considered a “business combination” for the purposes of MI 61-101 and subject to minority approval requirements and potentially valuation requirements.

In assessing whether the Arrangement could be considered to be a “business combination” for the purposes of MI 61101, the Company reviewed all benefits or payments that related parties of the Company are entitled to receive, directly or indirectly, as a consequence of the Arrangement to determine whether any constitute a “collateral benefit”.

Certain officers and directors of the Company hold Common Shares and/or Options. If the Arrangement is completed, all unvested Options will become vested and officers and directors holding Options are to receive the Option Consideration in exchange for the surrender of Options as set out in the Plan of Arrangement at the Effective Time. In addition, certain senior officers or their affiliates are entitled to certain change of control payments as described above under “ Interests of Certain Persons in the Arrangement – Change of Control Payments ”. The accelerated vesting of Options and the Option Consideration paid for such accelerated Options, and any such change of control payments may be considered “collateral benefits” received by directors and senior officers of the Company for purposes of MI 61-101.

Following disclosure by each such director and senior officer to the Special Committee of the number of Common Shares and/or Options held by them and the benefits or payments that they expect to receive pursuant to the Arrangement, the Special Committee has determined that the aforementioned benefits or payments, other than with respect to Waldo Perez and Constantine Karayannopoulos as discussed below, fall within an exception to the definition of “collateral benefit” for the purposes of MI 61-101, since the benefits will be received solely in connection with the related parties’ services as employees or directors of the Company or of any affiliated entities of the Company, are not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related parties for their Common Shares, are not conditional on the related parties supporting the Arrangement in any manner, and (i) at the time of the entering into of the Arrangement Agreement, none of the related parties entitled to receive the benefits (other than Waldo Perez and Constantine Karayannopoulos) exercised control or direction over, or beneficially owned, more than 1% of the outstanding Common Shares, as calculated in accordance with MI 61-101 (taking into account all vested Options or Options vesting within 60 days of the date that the Arrangement was announced), or (ii) in the case of Gabriel Pindar, the Special Committee, acting in good faith, determined that the value of the aggregate benefit to be received by Gabriel Pindar for the accelerated vesting of his Options and the change of control payment described above under “ Interests of Certain Persons in the Arrangement – Change of Control Payments ” is less than 5% of the value of the consideration he will receive under the Arrangement in respect of the Common Shares he beneficially owns. Accordingly, such directors and senior officers (other than Waldo Perez and Constantine Karayannopoulos) will not be considered to have received a “collateral benefit” under MI 61-101 as a result of the accelerated vesting of Options or the change of control payments described above under “ Interests of Certain Persons in the Arrangement – Change of Control Payments ”.

Each of Waldo Perez and Constantine Karayannopoulos may be deemed to be receiving a “collateral benefit” under the Arrangement as the foregoing exception may not apply, given that (a) each beneficially owns more than 1% of the outstanding Common Shares, as calculated in accordance with MI 61-101, and (b) the aggregate benefit each is to receive for the accelerated vesting of Options and their respective change of control payments described above under “ Interests of Certain Persons in the Arrangement – Change of Control Payments ” may exceed 5% of the value of the consideration each of Mr. Perez and Mr. Karayannopoulos will receive under the Arrangement for the Common Shares they beneficially own.

Accordingly, as the Arrangement is a “business combination” for the purposes of MI 61-101, the minority approval requirements of MI 61-101 will apply. As such, in addition to obtaining approval of the Arrangement Resolution by at least 66⅔% of the votes cast on the Arrangement Resolution at the Meeting by the Shareholders present at the Meeting or represented by proxy and entitled to vote at the Meeting, approval will also be sought from a simple

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majority of the votes cast by the Shareholders present at the Meeting or represented by proxy at the Meeting, excluding the votes of Mr. Perez and Mr. Karayannopoulos in respect of the Common Shares set forth below:

Name	Number of Common Shares
Waldo Perez	5,238,800
Constantine Karayannopoulos	1,842,500
Total:	7,081,300

Prior Valuations

To the knowledge of Neo Lithium, after reasonable inquiry, there has been no prior valuation of Neo Lithium, the Common Shares or its material assets in the 24 months prior to the date of this Circular.

Formal Valuation

The Company is not required to obtain a formal valuation under MI 61-101 as no “interested party” (as defined in MI 61-101) is, as a consequence of the Arrangement, directly or indirectly acquiring the Company or its business or combining with the Company, whether alone or with joint actors, and there is no “connected transaction” that would qualify as a “related party transaction” (as defined in MI 61-101) for which the Company would be required to obtain a formal valuation.

Source of Funds

Pursuant to the terms of the Arrangement, an aggregate cash amount of approximately C$960 million will be required by the Purchaser in order to fund the Arrangement. The Purchaser has confirmed that, at the Effective Time, it will have sufficient funds available to satisfy the aggregate Consideration payable by the Purchaser pursuant to the Arrangement in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement.

THE ARRANGEMENT AGREEMENT

The Arrangement Agreement provides for the implementation of the Plan of Arrangement. The following is a summary only of certain provisions of the Arrangement Agreement and reference should be made to the full text of the Arrangement Agreement under the Company’s profile on SEDAR at www.sedar.com and the Plan of Arrangement attached as Appendix B of this Circular. This summary does not purport to be complete and may not contain all of the information about the Arrangement Agreement or the Plan of Arrangement that is important to you. Shareholders are encouraged to read the Arrangement Agreement and the Plan of Arrangement in their entirety.

The Arrangement Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Arrangement Agreement. The Arrangement Agreement contains representations and warranties made by the Company to the Purchaser and the Parent and representations and warranties made by the Purchaser and the Parent to the Company. The representations and warranties in the Arrangement Agreement and the description of them in this Circular should not be read alone, but instead should be read in conjunction with the other information contained in the reports, statements and filings under the Company’s profile on SEDAR at www.sedar.com.

Covenants

In the Arrangement Agreement, the Company and the Purchaser have agreed to certain covenants, certain of which are described below.

Covenants of the Company Regarding the Conduct of Business

The Company has given, in favour of the Purchaser, usual and customary covenants for an agreement of the nature of the Arrangement Agreement for a period from the date of the Arrangement Agreement until the earlier of the Effective

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Time and the time the Arrangement Agreement is terminated in accordance with its terms, including covenants: (i) to conduct, and to cause its Subsidiaries to conduct, business in the ordinary course of business; (ii) not to undertake certain actions without the prior written consent of the Purchaser, including, among others, amendments to its constating documents and the terms of any of the Company’s securities, certain corporate actions, the sale or encumbrance of any assets of the Company other than in accordance with the budget provided to the Purchaser, incur certain indebtedness, discharge certain liabilities or obligations before the same become due, make certain loans or advances, make certain changes in accounting methods, enter into certain agreements with respect to voting rights of any Common Shares, enter into any new line of business, make certain capital expenditures, establish any partnership or similar arrangement, settle certain disputes, take certain actions with respect to tax matters, amend any material Authorizations, enter into or renew certain Contracts, enter into or terminate certain financial instruments, hire or engage certain personnel, make changes to certain employment arrangements and agreements; (iii) to use commercially reasonable efforts to maintain certain Authorizations, keep real property interests and mineral rights in good standing, manage and enforce real property interests and mineral rights, and obtain the Environmental Impact Approval; (iv) to use commercially reasonable efforts to maintain certain insurance policies; and (v) to duly and timely file all Tax Returns.

Covenants of the Company Relating to the Arrangement

The Company has given additional usual and customary covenants to the Purchaser, including covenants: (i) to use all commercially reasonable efforts to obtain and maintain all third party or other consents, waivers and agreements that are necessary or advisable in connection with the Arrangement or required in order to maintain any Contract to which the Company is a party; (ii) except in respect of the Regulatory Approvals, use all commercially reasonable efforts to, effect all necessary registrations, filings and submissions of information required or requested by Governmental Entities; (iii) use commercially reasonable efforts to satisfy the conditions precedent to its obligations under the Arrangement Agreement to the extent the same is within its control and carry out the terms of the Interim Order and Final Order; (iv) not take any action which is inconsistent with the Arrangement Agreement or which would reasonably be expected to prevent, materially impede or materially delay the consummation of the Arrangement; and (v) upon reasonable consultation with the Purchaser, use commercially reasonable efforts to: (A) defend all lawsuits against the Company challenging or affecting the Arrangement Agreement or the consummation of the transactions contemplated by the Arrangement Agreement; (B) appeal, overturn or have lifted or rescinded any injunction or restraining order or other order, including Orders, relating to the Company which may adversely affect the ability of the Parties to consummate the Arrangement; and (C) appeal or overturn or otherwise have lifted or rendered nonapplicable in respect of the Arrangement, any Law that makes consummation of the Arrangement illegal.

The Company has an obligation to promptly notify the Purchaser of (i) any Material Adverse Effect or any event or change which would reasonably be expected to have a Material Adverse Effect; (ii) any notice or other communication from any Person alleging (A) that the consent of such Person or another Person is required in connection with the Arrangement Agreement, the Arrangement or the transactions contemplated by the Arrangement Agreement, (B) such Person is terminating or otherwise materially adversely modifying a material contract or any real property interests or mineral rights as a result of the Arrangement Agreement or the Arrangement, or alleging that the transactions contemplated by the Arrangement Agreement would result in a breach of such material contract or mineral rights, or (C) such Person is terminating or otherwise materially adversely modifying its relationship with the Company as a result of the Arrangement Agreement, the Arrangement or the transactions contemplated by the Arrangement Agreement; (iii) any notice or other communication from any Governmental Entity in connection with the Arrangement Agreement; or (iv) any actions commenced or threatened against the Company or any of its Subsidiaries or affecting their respective assets that relate to the Arrangement Agreement, the Arrangement or the transactions contemplated by the Arrangement Agreement, in each case to the extent that such action would reasonably be expected to materially delay or prevent the Company from performing its obligations under the Arrangement Agreement.

Covenants of the Purchaser and the Parent Relating to the Arrangement

Each of the Purchaser and the Parent has given, in favour of the Company, usual and customary covenants for an agreement of the nature of the Arrangement Agreement, including covenants: (i) except in respect of the Regulatory Approvals, to use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required or requested by Governmental Entities; (ii) use commercially reasonable efforts to satisfy the conditions precedent to their obligations under the Arrangement Agreement to the extent the same is within their

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control and carry out the terms of the Interim Order and Final Order; (iii) not take any action which is inconsistent with the Arrangement Agreement or which would reasonably be expected to prevent, materially impede or materially delay the consummation of the Arrangement or the other transactions contemplated in the Arrangement Agreement; and (iv) upon reasonable consultation with the Company, use commercially reasonable efforts to: (A) defend all lawsuits against the Purchaser or the Parent challenging or affecting the Arrangement Agreement or the consummation of the transactions contemplated by the Arrangement Agreement; (B) appeal, overturn or have lifted or rescinded any injunction or restraining order or other order, including Orders, relating to the Purchaser or the Parent which may adversely affect the ability of the Parties to consummate the Arrangement; and (C) appeal or overturn or otherwise have lifted or rendered non-applicable in respect of the Arrangement, any Law that makes consummation of the Arrangement illegal.

The Purchaser has an obligation to promptly notify the Company of (i) any notice or other communication from any Person alleging that the consent of such Person or another Person is required in connection with the Arrangement Agreement, the Arrangement or the transactions contemplated by the Arrangement Agreement; (ii) any material notice or other material communication from any Governmental Entity in connection with the Arrangement Agreement; or (iii) any actions commenced or threatened against the Purchaser or affecting its assets that relate to the Arrangement Agreement, the Arrangement or the transactions contemplated by the Arrangement Agreement, in each case to the extent that such action would reasonably be expected to materially delay or prevent the Purchaser from performing its obligations under the Arrangement Agreement.

Covenants Relating to Employment Matters

Each of the Purchaser and the Parent has given, in favour of the Company, usual and customary covenants for an agreement of the nature of the Arrangement Agreement, including covenants: (i) to cause the Company and any successor to the Company, after the Effective Time, to honour and comply with the terms of all entitlements and obligations under any existing employment and change of control agreements, and all obligations of the Company and its Subsidiaries under the benefit plans of the Company and its Subsidiaries; and (ii) to cause the Company and any successor to the Company to covenant and agree, to cause the Company to allocate and pay out to the employees bonus amounts in respect of the calendar year ending December 31, 2021 in accordance with the Company’s customary year-end bonus practices.

Covenants Regarding Regulatory Approvals

The Parent and the Purchaser have agreed to prepare and file all necessary documents and applications required for the ICA Approval and the PRC Approvals and to use commercially reasonable efforts to make or obtain the ICA Approval and the PRC Approvals. The Parties have agreed to prepare and file all necessary documents and applications for any other Regulatory Approvals and to use commercially reasonable efforts to make or obtain such other Regulatory Approvals. In addition, the Parties have agreed to cooperate with one another in connection with obtaining the Regulatory Approvals including, among other things, (i) no Party will extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity to not consummate the transactions contemplated by the Arrangement Agreement, except upon the prior written consent of the other Party; (ii) except with respect to the PRC Approvals, each Party will provide advance drafts of all submissions and other material documents to be made or submitted to or filed with any Governmental Entity in respect of the transactions contemplated by the Arrangement Agreement, will consider in good faith any suggestions made by the other Party and its counsel and will provide the other Party and its counsel with final copies of all such material submissions and other material documents, provided, however, that information indicated by any Party to be subject to solicitor client or other privilege or confidentiality concerns or to be competitively sensitive shall be provided on an external counsel-only basis; (iii) except with respect to the PRC Approvals, each Party will keep the other Party and their respective counsel fully apprised of all substantive communications and all meetings with any Governmental Entity and their staff in respect of the Regulatory Approvals, and will not participate in such material communications or meetings without giving the other Party and their respective counsel the opportunity to participate; and (iv) the Company will make available its Representatives, on the reasonable request of the Parent and the Purchaser and their counsel, to assist the Parent and the Purchaser in obtaining the Regulatory Approvals.

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Covenants Regarding Non-Solicitation

The Company has provided certain non-solicitation covenants in favour of the Purchaser, as set forth below.

(a) Except as permitted in the Arrangement Agreement, the Company and its Subsidiaries will not, directly or indirectly, through any Representatives or otherwise, and will not permit any such Person to:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding (other than certain confidentiality agreements) any inquiry, proposal or offer (whether public or otherwise) that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal;
(ii) continue, enter into, engage in or otherwise participate in any discussions or negotiations with any Person (other than the Parent and the Purchaser and their respective Subsidiaries or affiliates) in respect of any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, it being acknowledged and agreed that, provided the Company is then in compliance with its obligations under the Arrangement Agreement, the Company may (x) advise any Person of the restrictions of the Arrangement Agreement, (y) advise any Person who has submitted a written Acquisition Proposal (without further communication) of the conclusion that its Acquisition Proposal does not constitute a Superior Proposal or (z) provide a written response (with a copy to the Purchaser) to any Person who submits an Acquisition Proposal solely for the purposes of clarifying the terms of such Acquisition Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under the Arrangement Agreement is communicated to such Person;
(iii) make a Change in Recommendation (as defined below);
(iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Acquisition Proposal; or
(v) accept, approve, endorse or recommend or execute or enter into, or publicly propose to accept, approve, endorse or recommend or execute or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking (whether or not legally binding) relating to any Acquisition Proposal (other than certain confidentiality agreements).
(b) The Company will, and will cause its Subsidiaries and its and their Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussions, negotiations or other activities commenced prior to the date of the Arrangement Agreement with any Person (other than the Parent and the Purchaser and their respective Subsidiaries or affiliates) conducted by the Company or any of its Subsidiaries or its or their Representatives with respect to any inquiry, proposal, request or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection therewith, the Company will immediately discontinue access to and disclosure of its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise) and will promptly request, and use its commercially reasonable efforts to exercise all rights it has (or cause its Subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information regarding the Company and its Subsidiaries previously provided to any such Person or any other Person to the extent such information has not already been returned or destroyed and will request the destruction of all material including or incorporating or otherwise reflecting any confidential information regarding the Company or any of its Subsidiaries,

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and will use commercially reasonable efforts to ensure that such requests are complied with in accordance with the terms of such requests.

(c) The Company represented and warranted that as of the date of the Arrangement Agreement that neither the Company nor any of its Subsidiaries has waived any standstill, confidentiality, nondisclosure, business purpose, use or similar agreement or restriction to which the Company or any of its Subsidiaries is a Party, except to permit submissions of expressions of interest prior to the date of the Arrangement Agreement and the Company (i) covenanted and agreed that it will enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Company or any of its Subsidiaries is a party, and (ii) represented, warranted, covenanted and agreed that neither the Company nor any of its Subsidiaries nor any of their respective Representatives has (within the last 12 months) or will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser’s sole discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Company or any of its Subsidiaries is a party; provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction in accordance with its terms will not be a breach of the Arrangement Agreement.
(d) If the Company or any of its Subsidiaries or any of their respective Representatives receives or otherwise becomes aware of any written or oral inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any of its Subsidiaries, including information, access or disclosure relating to the properties, facilities, books or records of the Company or any of its Subsidiaries, the Company will promptly notify the Purchaser (orally at first and then in writing, in each case within 24 hours) of such inquiry, proposal, offer or request, including the identity of the Person making such inquiry, proposal, offer or request, a description of the material terms and conditions thereof and copies of all material or substantive documents, material correspondence and other materials received from or with or on behalf of any such Person. The Company will keep the Purchaser promptly and fully informed of the status of, including any material developments and discussions and negotiations with respect to such proposal, inquiry, proposal or offer, including any material changes, modifications or other amendments thereto.
(e) Notwithstanding any other provision of the Arrangement Agreement, if at any time following the date of the Arrangement Agreement, and prior to the Shareholder Approval having been obtained, the Company receives an unsolicited bona fide written Acquisition Proposal (and which has not been withdrawn), the Company may (x) enter into, participate in, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, and (y) provide the Person making such Acquisition Proposal with, or access to, confidential information regarding the Company and its Subsidiaries, if, and only if:
(i) the Board first determines, in good faith after consultation with its outside financial and legal advisors, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (disregarding, for the purposes of such determination, any due diligence or access condition to which such Acquisition Proposal is subject);
(ii) such Acquisition Proposal did not result from a breach by the Company of the Arrangement Agreement;
(iii) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction;

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(iv) prior to providing any non-public information, (A) the Company enters into a confidentiality and standstill agreement on terms no less favourable in aggregate to the Company than the Confidentiality Agreement; and (B) any such non-public information will have already been (or will concurrently be) provided to the Purchaser; and
(v) prior to providing any non-public information, the Company provides the Purchaser with a true, complete and final executed copy of the confidentiality and standstill agreement referred to above.
(f) If the Company receives an Acquisition Proposal that the Board determines, in good faith, constitutes a Superior Proposal prior to obtaining Shareholder Approval, the Board (or any relevant committee thereof) may, subject to compliance with the Arrangement Agreement, authorize the Company to enter into a definitive agreement with respect to such Superior Proposal if all of the following are satisfied: (i) the Person making the Superior Proposal was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction; (ii) such Acquisition Proposal did not result from a breach by the Company of the Arrangement Agreement and the Company has at all times been, and continues to be, in material compliance with the Arrangement Agreement; (iii) the Company has promptly provided the Purchaser with (A) notice in writing of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into such definitive agreement with respect to such Acquisition Proposal or to make a Change in Recommendation, together with (B) written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (collectively, the “ Superior Proposal Notice ”); (iv) the Company has provided the Purchaser with all material or substantive documentation related to and detailing the Superior Proposal, including a copy of the proposed definitive agreement relating to such Superior Proposal and all supporting materials (including any financing documents) provided to the Company in connection therewith; (v) ten Business Days (the “ Purchaser Response Period ”) will have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the documentation referred to in the Arrangement Agreement from the Company; (vi) if the Purchaser has proposed to amend the terms of the Arrangement in accordance with the Arrangement Agreement, the Board will have determined, in good faith, after consultation with its outside financial and legal advisors, that the Acquisition Proposal remains a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by the Purchaser, if applicable; and (vii) prior to or concurrently with entering into such definitive agreement, if applicable, the Company terminates the Arrangement Agreement and pays the Termination Amount pursuant to the terms of the Arrangement Agreement.
(g) During the Purchaser Response Period or such longer period as the Company may approve for such purpose, the Purchaser will have the opportunity, but not the obligation, to propose to amend the terms of the Arrangement Agreement and the Arrangement, including an increase in, or modification of, the Consideration. The Board will review any such proposal in consultation with its outside financial and legal advisors and in good faith to determine whether the Purchaser’s proposal to amend the Agreement and the Arrangement would result in the Acquisition Proposal previously determined to constitute a Superior Proposal ceasing to be a Superior Proposal. If the Board determines that such Acquisition Proposal is not a Superior Proposal as compared to the proposed amendments to the terms of the Agreement and the Arrangement, it will promptly advise the Purchaser and negotiate in good faith with the Purchaser to enter into an amended agreement with the Purchaser reflecting such proposed amendments and will take and cause to be taken all such actions as are necessary to give effect to the foregoing.
(h) Each successive modification of any Acquisition Proposal will constitute a new Acquisition Proposal for the purposes of the Arrangement Agreement and the Purchaser will be afforded a new Purchaser Response Period in respect of each such Acquisition Proposal from the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the documentation referred to in the Arrangement Agreement from the Company.

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(i) The Board will promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal that is determined not to be a Superior Proposal if the Board determines that a proposed amendment to the terms of the Arrangement Agreement as contemplated under the Arrangement Agreement would result in an Acquisition Proposal no longer being a Superior Proposal. The Company will provide the Purchaser and its legal counsel the reasonable opportunity to review the form and content of any such press release and will make all reasonable amendments to such press release as requested by the Purchaser and its legal counsel.
(j) In circumstances where the Company provides the Purchaser with a Superior Proposal Notice and all required documentation on a date that is less than ten Business Days prior to the Meeting, the Company may, or if and as requested by the Purchaser, the Company will, either proceed with or adjourn or postpone the Meeting to a date that is not more than ten Business Days after the scheduled date of such Meeting, as directed by the Purchaser, provided, however, that the Meeting will not be adjourned or postponed to a date later than the tenth Business Day prior to the Outside Date.
(k) Without limiting the generality of the foregoing, the Company will advise its Subsidiaries and its Representatives of the prohibitions set out in the Arrangement Agreement and any violation of the restrictions set forth in the Arrangement Agreement by the Company, its Subsidiaries or its or their Representatives is deemed to be a breach of the Arrangement Agreement by the Company.
(l) Nothing contained in the Arrangement Agreement will prohibit the Board from: (i) responding through a directors’ circular or otherwise as required by Law to an Acquisition Proposal; or (ii) calling or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the OBCA or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law.

Other Covenants

Insurance and Indemnification

The Company will, in reasonable consultation with the Purchaser, purchase customary “tail” policies of directors’ and officers’ liability insurance, at a cost not exceeding 300% of the annual premium for the Company’s directors’ and officers’ liability insurance in effect as of the date of the Arrangement Agreement, providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Time and continuing for not less than six years from and after the Effective Time.

Guarantee

Pursuant to the Arrangement Agreement, the Parent has unconditionally and irrevocably guaranteed, as principal and not as surety, the due and punctual performance (and, where applicable, payment) by the Purchaser (and its successors and permitted assigns) of each of its obligations and liabilities under the Arrangement Agreement and the Plan of Arrangement.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by the Company to the Purchaser and the Parent and representations and warranties made by the Purchaser and the Parent to the Company. The representations and warranties were made solely for the purposes of the Arrangement Agreement and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating its terms. Moreover, some of the representations and warranties contained in the Arrangement Agreement have been made as of specified dates or are subject to a contractual standard of materiality (including Material Adverse Effect) that are different from what may be viewed as material to Shareholders or may have been used for the purpose of allocating risk between parties to an agreement instead of establishing such matters as facts. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

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The representations and warranties provided by the Company in favour of the Purchaser and the Parent relate to, among other things: (i) organization and qualification; (ii) authority relative to the Arrangement Agreement; (iii) certain board and special committee matters; (iv) no conflict; (v) governmental authorizations; (vi) subsidiaries; (vii) compliance with laws; (viii) authorizations; (ix) capitalization; (x) shareholder and similar agreements; (xi) reporting issuer status and stock exchange compliance; (xii) continuous disclosure record; (xiii) financial statements; (xiv) title; (xv) no defaults under company leases and agreements; (xvi) personal property; (xvii) no expropriation; (xviii) mineral reserves and resources; (xix) environmental matters; (xx) employment matters; (xxi) absence of certain changes or events; (xxii) litigation; (xxiii) taxes; (xxiv) books and records; (xxv) registrar and transfer agent; (xxvi) non-arm’s length transactions; (xxvii) benefit plans; (xxviii) restrictions on business activities; (xxix) auditors; (xxx) hedging and derivative transactions; (xxxi) guarantees; (xxxii) insurance; (xxxiii) material contracts; (xxxiv) anti-corruption; (xxxv) NGOs and community groups; (xxxvi) brokers; and (xxxvii) intellectual property.

The representations and warranties provided by the Purchaser and the Parent in favour of the Company relate to, among other things: (i) organization and qualification; (ii) authority relative to the Arrangement Agreement; (iii) no conflict; (iv) governmental authorization; (v) litigation; (vi) security ownership; and (vii) sufficient funds.

Conditions of Closing

Mutual Conditions

The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived, in whole or in part, with the mutual consent of the Parties:

(a) the Arrangement Resolution will have been duly approved by the Shareholders with the Shareholder Approval at the Meeting in accordance with the Interim Order and applicable Law;
(b) the Interim Order and the Final Order will have been obtained on terms consistent with the Arrangement Agreement and in form and substance acceptable to each of the Purchaser, the Parent and the Company, each acting reasonably, and will not have been set aside or modified in a manner unacceptable to either the Company, the Parent or the Purchaser, each acting reasonably, on appeal or otherwise;
(c) no Law or Order will be in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company, the Parent or the Purchaser from consummating the Arrangement; and
(d) all of the Key Regulatory Approvals will have been made, given or obtained, as applicable, and all of the Key Regulatory Approvals will be in full force and effect and will not have been rescinded.

Additional Conditions Precedent to the Obligations of the Purchaser

The obligation of the Purchaser to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser, in whole or in part at any time, each in its sole discretion, without prejudice to any other rights which the Purchaser may have):

(a) the representations and warranties of the Company:
(i) that are the fundamental representations of the Company (including representations relating to organization and qualification, authority relative to the Arrangement Agreement, no conflict with constating documents, subsidiaries, title, and brokers) were true and correct in all material respects as of the Effective Time as if made at and as of the Effective Time (except, in each case, for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date);

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(ii) that relate to capitalization were true and correct in all respects (other than de minimis inaccuracies) as of the Effective Time as if made at and as of the Effective Time (except, in each case, for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date); and
(iii) other than the representations and warranties to which items (i) or (ii) above applied, the representations and warranties of the Company set forth in the Arrangement Agreement are true and correct in all respects (disregarding any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the Effective Time as if made at and as of the Effective Time except for breaches of representations and warranties which are not, and have not had, a Material Adverse Effect, except in each case, for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date;
(b) the Company will have fulfilled or complied in all material respects with each of the covenants of the Company in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time;
(c) no proceeding will have been commenced by any Governmental Entity against the Company, any of its Subsidiaries, the Parent or the Purchaser that would: (i) prohibit the consummation of the Arrangement; (ii) cease trade, enjoin, prohibit or impose any limitations on the Purchaser’s ability to acquire, hold, or exercise full right of operation over any Common Shares upon completion of the Arrangement; or (iii) prohibit the ownership or operation by the Purchaser of the business of the Company or any of its Subsidiaries or any material portion of the business or assets of the Company or any of its Subsidiaries’ following completion of the Arrangement;
(d) the Company will have delivered to the Purchaser an updated title opinion in respect of the Material Property dated not more than five Business Days prior to the Effective Date;
(e) the Company will have obtained the Environmental Impact Approval, which Environmental Impact Approval will only be subject to conditions that do not individually or in the aggregate materially adversely affect the proposed development or operation of the mineral rights as contemplated in the application made for the Environmental Impact Approval;
(f) since the date of the Arrangement Agreement, there will not have occurred any Material Adverse Effect that is continuing; and
(g) Dissent Rights have not been exercised (or, if exercised, remain unwithdrawn) with respect to more than 15% of the issued and outstanding Common Shares.

Additional Conditions Precedent to the Obligations of the Company

The obligation of the Company to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of the Company and may be waived by the Company, in whole or in part at any time, in its sole discretion, without prejudice to any other rights which the Company may have):

(a) the representations and warranties of the Parent and the Purchaser set forth in the Arrangement Agreement will be true and correct as of the Effective Time, as if made as of the Effective Time (except, in each case, for representations and warranties made as of a specified date, the accuracy of which will be determined as of such specified date), except to the extent that the failure or failures of representations and warranties to be so true and correct, individually or in the aggregate, would not materially impede the completion of the Arrangement;
(b) the Parent and the Purchaser will have fulfilled or complied in all material respects with each of the

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covenants of the Parent and the Purchaser contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time; and

(c) the Purchaser will have deposited with the Depositary sufficient funds in escrow in accordance with the Arrangement Agreement to satisfy the aggregate Consideration payable to the Shareholders pursuant to the Plan of Arrangement.

Termination

The Arrangement Agreement may be terminated at any time prior to the Effective Time:

(a) by mutual written agreement of the Parties;
(b) by either the Company, the Parent or the Purchaser, if:
(i) the Effective Time will not have occurred on or before the Outside Date, except that the right to terminate the Arrangement Agreement will not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under Arrangement Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date;
(ii) after the date of the Arrangement Agreement, there will be enacted, made, enforced or amended, as applicable, any Law or Order that remains in effect that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company, the Parent or the Purchaser from consummating the Arrangement and such Law, Order or enjoinment will have become final and non-appealable; or
(iii) the Shareholder Approval will not have been obtained at the Meeting;
(c) by the Parent or the Purchaser, if:
(i) the Company breaches the covenants described above under the heading “ Covenants Regarding Non-Solicitation ” in any material respect;
(ii) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in the Arrangement Agreement will have occurred that would cause certain conditions described above under the heading “ Additional Conditions Precedent to the Obligations of the Purchaser ” not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the Arrangement Agreement; provided that any wilful breach will be deemed to be incapable of being cured and provided that each of the Parent and the Purchaser is not then in breach of the Arrangement Agreement so as to cause certain of the conditions described above under the heading “ Additional Conditions Precedent to the Obligations of the Company ” not to be satisfied; or
(iii) (1) the Board (or any committee thereof) fails to unanimously make, or withdraws, amends, modifies or qualifies, in a manner adverse to the Purchaser or the consummation of the Arrangement, the Board Recommendation (or publicly proposes to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser or the consummation of the Arrangement, the Board Recommendation), (2) the Board (or any committee thereof) accepts, approves, endorses or recommends an Acquisition Proposal (or publicly proposes to do so) (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed Acquisition Proposal for no more than five Business Days after the public announcement or other public disclosure of such Acquisition Proposal (or beyond the Business Day prior to the Meeting, if sooner)

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will not be considered to be an acceptance, approval, endorsement or recommendation of such Acquisition Proposal, provided the Board and Special Committee has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such period), (3) the Board (or any committee thereof) accepts, approves, endorses, recommends or authorizes the Company or any of its Subsidiaries to execute or enter into, or publicly proposes to accept, approve, endorse, recommend or authorize the Company or any of its Subsidiaries to execute or enter into, any agreement, arrangement or understanding in respect of an Acquisition Proposal (other than certain confidentiality agreements) or (4) the Board or the Special Committee fails to publicly reaffirm the Board Recommendation by press release within five Business Days (or in the event that the Meeting is scheduled to occur within such five Business Day period, prior to the Business Day prior to the Meeting) after having been requested to do so by the Purchaser (any action set forth in items (1), (2), (3) or (4) above, a “ Change in Recommendation ”); or

(iv) there has occurred after the date of the Arrangement Agreement a Material Adverse Effect;
(d) by the Company, if
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Parent or the Purchaser set forth in the Arrangement Agreement will have occurred that would cause certain conditions described above under the heading “ Additional Conditions Precedent to the Obligations of the Company ” not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the Arrangement Agreement; provided that any wilful breach will be deemed to be incapable of being cured and provided that the Company is not then in breach of the Arrangement Agreement so as to cause certain of the conditions described above under the heading “ Additional Conditions Precedent to the Obligations of the Purchaser ” not to be satisfied; or
(ii) prior to obtaining the Shareholder Approval, the Board authorizes the Company to enter into a written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with the Arrangement Agreement) with respect to a Superior Proposal and prior to or concurrent with such termination, the Company pays the Termination Amount in accordance with the Arrangement Agreement.

Termination Amounts

The Arrangement Agreement specifies that the Company will pay the Purchaser the Termination Amount upon termination of the Arrangement Agreement:

(a) by the Parent or the Purchaser pursuant to Section 7.2(a)(iii)(A) of the Arrangement Agreement [ Material Breach of Non-Solicitation Provisions ];
(b) by the Parent or the Purchaser pursuant to Section 7.2(a)(iii)(C) of the Arrangement Agreement [ Change in Recommendation ];
(c) by the Company pursuant to Section 7.2(a)(iv)(B) of the Arrangement Agreement [ Superior Proposal ]; or
(d) by any Party pursuant to Section 7.2(a)(ii)(C) of the Arrangement Agreement [ Failure to Obtain the Shareholder Approval ] or by the Parent or the Purchaser pursuant to Section 7.2(a)(iii)(B) of the Arrangement Agreement (due to wilful breach or fraud) [ Breach of Representations, Warranties or Covenants by the Company ], but only if, in these termination events, (x) prior to such termination, a bona fide Acquisition Proposal will have been made or publicly announced, or any Person other than the Parent or the Purchaser publicly announces an intention to make an Acquisition Proposal

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(and, if the Meeting is held, is not withdrawn prior to the date of the Meeting) and (y) within nine months following the date of such termination, (A) the Company or one or more of its Subsidiaries enters into a definitive agreement in respect of any Acquisition Proposal and such Acquisition Proposal is later consummated (whether or not within nine months after such termination) or (B) any Acquisition Proposal will have been consummated, provided that for purposes of this item (d) all references to “20 per cent” in the definition of Acquisition Proposal will be deemed to be references to “50 per cent”.

If the Arrangement Agreement is terminated by the Parent or the Purchaser pursuant to Section 7.2(a)(iii)(B) of the Arrangement Agreement [ Breach of Representations, Warranties or Covenants by the Company ] under circumstances that do not give rise to an obligation of the Company to pay the Termination Amount, the Company will pay C$1,000,000 (the “ Expense Reimbursement Amount ”) to the Purchaser for costs and expenses incurred by or on behalf of the Purchaser in connection with the Arrangement Agreement and the transactions contemplated by the Arrangement Agreement.

The Arrangement Agreement specifies that the Purchaser will pay the Company the Reverse Termination Amount upon the termination of the Arrangement Agreement by the Company, the Parent or the Purchaser pursuant to Section 7.2(a)(ii)(A) of the Arrangement Agreement [ Effective Time Not Occurring Prior to the Outside Date ], due solely to the failure of the Purchaser to receive the PRC Approvals resulting in the Effective Date not occurring on or before the Outside Date.

Expenses

Except as otherwise provided for in the Arrangement Agreement, all costs and expenses incurred in connection with the Arrangement Agreement and the Arrangement will be paid by the Party incurring such costs and expenses, whether or not the Arrangement is consummated.

RISK FACTORS RELATING TO THE ARRANGEMENT

The following risk factors relating to the Arrangement should be considered by Shareholders in evaluating whether to vote to approve the Arrangement Resolution. These risk factors should be considered in conjunction with the other information contained in or incorporated by reference into this Circular.

There can be no certainty that all conditions precedent to the Arrangement will be satisfied. Failure to complete the Arrangement could negatively impact the market price of the Common Shares.

The Arrangement is subject to certain conditions that are outside the control of Neo Lithium, the Purchaser and the Parent. The Arrangement is conditional upon, among other things, approval of the Arrangement Resolution by Shareholders, receipt of each of the Interim Order and Final Order and Neo Lithium, the Purchaser and the Parent having obtained all government or regulatory approvals required by law, policy or practice, including the ICA Approval, the PRC Approvals, the Environmental Impact Approval and the other Regulatory Approvals. There can be no assurance that these conditions will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived. A substantial delay in obtaining satisfactory approvals or the imposition of unfavourable terms or conditions in any government or regulatory approvals could have an adverse effect on the business, financial condition or results of operations of Neo Lithium. If the Arrangement is not completed, the market price of the Common Shares may decline. If the Arrangement is not completed and the Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to pay consideration for the Common Shares that is equivalent to, or more attractive than, the Consideration payable pursuant to the Arrangement.

The Arrangement Agreement may be terminated by the Parties in certain circumstances.

Each of the Purchaser, the Parent and Neo Lithium has the right to terminate the Arrangement Agreement and the Arrangement in certain circumstances. Accordingly, there can be no assurance that the Arrangement Agreement will not be terminated by either the Purchaser, the Parent or Neo Lithium before the completion of the Arrangement. See “ The Arrangement Agreement – Termination ”.

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Directors and officers of Neo Lithium may have interests in the Arrangement that are different from those of Shareholders generally.

Certain officers and directors of Neo Lithium may have interests in the Arrangement that may be different from, or in addition to, the interests of Shareholders. The Board established the Special Committee comprised of independent directors to evaluate the Arrangement and advise the Board on whether the Arrangement is fair and reasonable to Shareholders and is in the best interests of Neo Lithium. The Special Committee and the Board each recommended in favour of the Arrangement. Nevertheless, Shareholders should consider these interests in connection with their vote on the Arrangement Resolution, including whether these interests may have influenced Neo Lithium’s officers and directors to recommend or support the Arrangement. See “ Interests of Certain Persons in the Arrangement ”.

The Termination Amount provided under the Arrangement Agreement if the Arrangement Agreement is terminated in certain circumstances may discourage other parties from attempting to acquire the Company.

Under the Arrangement Agreement, the Company is required to pay a Termination Amount of US$35 million in the event the Arrangement Agreement is terminated in certain circumstances. While the Board has determined that the Termination Amount is reasonable, it may nevertheless discourage other parties from attempting to acquire the Common Shares, even if those parties would otherwise be willing to offer greater value than that offered under the Arrangement. The Board is also limited in its ability to change its recommendation with respect to arrangement-related proposals. See “ The Arrangement Agreement – Termination ”.

If the Company is unable to complete the Arrangement or if completion of the Arrangement is delayed, there could be an adverse effect on the Company’s business, financial condition, operating results and the price of its Common Shares.

The completion of the Arrangement is subject to the satisfaction of numerous closing conditions, including the approval of the Arrangement Resolution by the Shareholders, receipt of each of the Interim Order and Final Order and Neo Lithium, the Purchaser and the Parent having obtained all government or regulatory approvals required by law, policy or practice, including the ICA Approval, the PRC Approvals, the Environmental Impact Approval and the other Regulatory Approvals. A substantial delay in obtaining satisfactory approvals could have an adverse effect on the business, financial condition or results of operations of the Company or could result in the termination of the Arrangement Agreement. If (a) Shareholders choose not to approve the Arrangement, (b) the Company otherwise fails to satisfy, or fails to obtain a waiver of the satisfaction of, the closing conditions to the transaction and the Arrangement is not completed, (c) a Material Adverse Effect has occurred that results in the termination of the Arrangement Agreement, or (d) any legal proceeding results in enjoining the transactions contemplated by the Arrangement, the Company could be subject to various adverse consequences, including that the Company would remain liable for significant costs relating to the Arrangement, including, among others, legal, accounting, financial advisory and financial printing expenses.

It is not certain the Arrangement will be completed.

As the Arrangement is dependent upon satisfaction of a number of conditions precedent, its completion is uncertain. In response to this uncertainty, the entities which do business with Neo Lithium may delay or defer decisions concerning Neo Lithium. Any delay or deferral of those decisions by such entities could adversely affect the business and operations of Neo Lithium, regardless of whether the Arrangement is ultimately completed.

Similarly, uncertainty may adversely affect Neo Lithium’s ability to attract or retain key personnel. In the event the Arrangement Agreement is terminated, Neo Lithium’s relationships with business partners, suppliers, employees and other stakeholders may be adversely affected. Changes in such relationships could adversely affect the business and operations of Neo Lithium.

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While the Arrangement is pending, the Company is restricted from taking certain actions.

The Arrangement Agreement restricts the Company from taking certain specified actions until the Arrangement is completed without the consent of the Purchaser. These restrictions may prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement.

The pending Arrangement may divert the attention of the Company’s management.

The Arrangement could cause the attention of the Company’s management to be diverted from the day-to-day operations and customers or suppliers may seek to modify or terminate their business relationships with the Company. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of the Company.

Neo Lithium has incurred and expects to continue to incur substantial transaction fees and costs in connection with the proposed Arrangement. If the Arrangement is not completed, the costs may be significant and could have an adverse effect on Neo Lithium.

Neo Lithium has incurred and expects to incur additional material non-recurring expenses in connection with the Arrangement and completion of the transactions contemplated by the Arrangement Agreement, including costs relating to obtaining required shareholder and regulatory approvals. If the Arrangement is not completed, Neo Lithium will need to pay certain costs relating to the Arrangement incurred prior to the date the Arrangement was abandoned, such as legal, accounting, financial advisory, proxy solicitation and printing fees. Such costs may be significant and could have an adverse effect on the Company’s future results of operations, cash flows and financial condition.

The completion of the Arrangement may be delayed or prevented due to health epidemics and other outbreaks of communicable diseases.

The continued and prolonged effects of the recent global outbreak of COVID-19 may delay or prevent the completion of the Arrangement. The extent to which COVID-19 impacts the ability to obtain approval by the Court and the Key Regulatory Approvals will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the outbreak of COVID-19.

Shareholders will no longer hold an interest in the Company following the Arrangement.

Following the Arrangement, Shareholders will no longer hold any of the Common Shares and will forego any future increase in value that might result from future growth and the potential achievement of the Company’s long-term plans.

The disposition of Common Shares under the Arrangement may be subject to Canadian income tax or other income tax.

The disposition of Common Shares for cash by a Shareholder may be subject to Canadian or other income taxes. See “ Certain Canadian Federal Income Tax Considerations ” and “ Certain United States Federal Income Tax Considerations ”. You should consult your own professional advisors to obtain advice on the income taxes that apply to you.

The Arrangement may have adverse U.S. federal income tax consequences to U.S. Holders under the passive foreign investment company rules.

If Neo Lithium is classified for U.S. federal income tax purposes as a “passive foreign investment company” (a “ PFIC ”) for any year during which a U.S. Holder holds Common Shares, then any gain realized by the holder upon the receipt of the Consideration pursuant to the Arrangement generally will be taxable as ordinary income rather than as capital gain, and an interest charge generally will apply to the amount of such gain treated as deferred under the PFIC rules. Based on its projected and historic income, assets and activities, we believe that Neo Lithium may be

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treated as a PFIC for the current taxable year and was likely treated as a PFIC in prior taxable years. Accordingly, the foregoing PFIC rules generally are expected to apply, including with respect to any U.S. Holder who realizes gain upon the receipt of a payment for its Common Shares pursuant to the exercise of Dissent Rights. For a more detailed discussion of the U.S. federal income tax consequences of the Arrangement under the PFIC rules, including the effect and availability of any tax elections to mitigate or eliminate these adverse tax consequences, please see the discussion under “ Certain United States Federal Income Tax Considerations – Passive Foreign Investment Company Considerations ”.

INFORMATION REGARDING NEO LITHIUM

Neo Lithium is actively engaged in the exploration and development of the Material Property, a lithium salar and brine reservoir complex in the Province of Catamarca, Argentina, through its wholly owned Argentinean subsidiary Liex S.A. The Company is primarily focused on the development of the Material Property. The registered and head office of the Company is located at 401 Bay Street, Suite 2702, Toronto, Ontario M5H 2Y4.

Neo Lithium’s authorized capital consists of an unlimited number of Common Shares. As at November 8, 2021, 141,411,321 Common Shares were issued and outstanding.

Market for Securities

The Common Shares are listed and posted for trading on the TSXV under the symbol “NLC”, and quoted for trading in the United States on the OTCQX under the symbol “NTTHF” and in Germany on the Frankfurt Stock Exchange under the symbol “NE2”. Neo Lithium is a reporting issuer in each of British Columbia, Alberta, Ontario and Nova Scotia, and is subject to the informational reporting requirements under applicable Canadian Securities Laws. On October 8, 2021, the last trading day prior to the announcement that Neo Lithium, the Purchaser and the Parent had entered into the Arrangement Agreement, the closing price of the Common Shares on the TSXV was C$5.49.

Trading Price and Volume

The following sets out the volume of trading and price range (in C$) of the Common Shares traded or quoted on the TSXV under the symbol “NLC” during the 6-month period preceding November 5, 2021, the last trading day before the date of this Circular:

Period	High	Low	Close	Total Volume
November 1-5, 2021	$6.44	$6.26	$6.44	5,514,999
October 2021	$6.32	$4.53	$6.26	30,425,414
September 2021	$4.88	$4.05	$4.53	6,145,642
August 2021	$4.80	$3.39	$4.35	11,890,274
July 2021	$3.64	$2.64	$3.56	8,041,620
June 2021	$3.13	$2.49	$2.89	6,627,310
May 2021	$3.05	$1.92	$2.78	10,073,778

On the last trading day before the date of this Circular, the closing price of the Common Shares on the TSXV was C$6.44.

The Purchaser intends to have the Common Shares de-listed from the TSXV and cancelled from admission to trading on the OTCQX and the Frankfurt Stock Exchange following completion of the Arrangement.

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The Purchaser expects to apply to have Neo Lithium cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer in Canada.

Prior Sales

Other than the Common Shares issued pursuant to the exercise of Options and as noted in the table below under the heading “ Information Regarding Neo Lithium – Previous Distributions ”, no Common Shares or other securities of Neo Lithium have been purchased or sold by Neo Lithium during the 12-month period preceding the date of this Circular.

Previous Distributions

The following table sets forth the Common Shares distributed during the five-year period preceding the date of this Circular:

Date of Issuance	Transaction	Purchase/Exercise/Deemed Priceper Common Share (C$)	Number of Common Shares Issued
10/07/2016	Option exercise	$0.15	125,600
10/18/2016	Option exercise	$0.15	113,750
02/22/2017	Privateplacement of units(1)	$1.10	22,731,819
07/13/2017	Broker warrant exercise	$1.00	1,341,990
10/23/2017	Warrant exercise	$1.40	115,000
10/25/2017	Warrant exercise	$1.40	75,000
11/09/2017	Warrant exercise	$1.40	450,000
11/20/2017	Warrant exercise	$1.40	125,909
11/21/2017	Private placement of Common Shares(2)	$1.95	15,404,600
11/24/2017	Warrant exercise	$1.40	26,200
11/27/2017	Warrant exercise	$1.40	1,007,100
11/28/2017	Warrant exercise	$1.40	1,699,489
11/29/2017	Warrant exercise	$1.40	5,125,000
11/30/2017	Warrant exercise	$1.40	2,262,210
11/30/2017	Warrant exercise	$1.40	480,000
12/15/2017	Broker warrant exercise	$1.10	40,917
12/15/2017	Broker warrant exercise	$0.35	190,814
12/15/2017	Broker warrant exercise	$1.10	40,917
12/15/2017	Broker warrant exercise	$0.35	190,872
05/09/2018	Broker warrant exercise	$0.35	190,814
08/21/2018	Broker warrant exercise	$1.10	90,927
08/21/2018	Broker warrant exercise	$1.10	59,103
12/14/2020	Private placement of Common Shares(3)	$0.84	10,217,503
01/08/2021	Option exercise	$1.63	100,000
01/08/2021	Option exercise	$1.49	150,000
01/08/2021	Option exercise	$1.00	100,000

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Date of Issuance	Transaction	Purchase/Exercise/Deemed Priceper Common Share (C$)	Number of Common Shares Issued
03/16/2021	Private placement of Common Shares(4)	$3.05	860,870
03/25/2021	Option exercise	$1.00	27,400
03/29/2021	Option exercise	$1.00	42,800
03/30/2021	Option exercise	$1.00	74,800
03/31/2021	Option exercise	$1.00	120,200
04/05/2021	Option exercise	$1.00	19,800
04/06/2021	Automatic exercise of special warrants(5)	$3.05	9,900,000
04/21/2021	Option exercise	$1.00	53,800
04/22/2021	Option exercise	$1.00	2,600
04/23/2021	Option exercise	$1.00	23,800
04/27/2021	Option exercise	$1.00	4,800
05/20/2021	Option exercise	$1.00	50,000
05/25/2021	Option exercise	$1.00	1,229,200
05/26/2021	Option exercise	$1.00	559,700
05/27/2021	Option exercise	$1.00	31,100
06/07/2021	Option exercise	$1.00	25,000
06/08/2021	Option exercise	$1.00	50,000
06/09/2021	Option exercise	$1.00	38,900
06/14/2021	Option exercise	$1.00	14,000
06/15/2021	Option exercise	$1.00	51,771
06/15/2021	Option exercise	$1.00	63,529
06/16/2021	Option exercise	$1.00	31,800
11/04/2021	Option exercise	$4.40	66,667

Notes:

(1) On February 22, 2017, the Company issued 22,731,819 units at a price of C$1.10 per unit in a brokered private placement. Each unit comprised one Common Share and one-half of one Common share purchase warrant. Each whole warrant entitled the holder to acquire one Common Share at a price of C$1.40 per Common Share.

(2) On November 21, 2017, the Company issued 15,404,600 Common Shares at a price of C$1.95 per Common Share in a brokered private placement for aggregate gross proceeds to the Company of C$30,038,970.

(3) On December 15, 2020, the Company issued 10,217,503 Common Shares at a price of C$0.84 per Common Share in a strategic equity investment on a non-brokered private placement basis with a subsidiary of CATL for aggregate gross proceeds to the Company of C$8,582,702.

(4) On March 16, 2021, the Company issued 860,870 Common Shares to a subsidiary of CATL at a price of C$3.05 per Common Share under a non-brokered private placement for aggregate gross proceeds to the Company of C$2,625,652. The non-brokered private placement was pursuant to the exercise of a subsidiary of CATL’s contractual right to maintain a pro-rata interest in the Company.

(5) On February 10, 2021, the Company issued 9,900,000 special warrants at a price of C$3.05 per special warrant in a brokered private placement for aggregate gross proceeds to the Company of C$30,195,000. Each special warrant was automatically exercised for one Common Share on April 6, 2021 in connection with the Company receiving a receipt for a prospectus qualifying the Common Shares underlying the special warrants.

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Information regarding the Material Property

Feasibility Study

On October 26, 2021, the Company announced the results of a definitive feasibility study for the production of lithium carbonate from the Material Property. The Feasibility Study was prepared by Worley Chile S.A. and Worley Argentina S.A., leading global providers of professional project and asset services in the energy, chemicals and resources sectors with extensive experience in the design and construction of some of the largest and lowest cost lithium brine processing facilities in Chile and Argentina.

The Feasibility Study represents a comprehensive study of the technical and economic viability of the 3Q Project and has advanced to a stage where a preferred processing route has been established, and an effective method of lithium extraction has been determined. Processing capacity in the Feasibility Study remains at 20,000 tonnes per year, but the design footprint for ponds and plant considers an expansion to 40,000 tonnes per of LCE per year since the resource and reserve estimate is large enough to justify larger production by shortening the mine life.

Worley is preparing a technical report to support the disclosure of the results of the Feasibility Study. A mineral resource and reserve estimate was completed by brine resource and reserve experts Groundwater Insight Inc. The technical report will be filed on SEDAR within 45 days of the date of the news release.

Feasibility Study Highlights with Comparison to Pre-Feasibility Study

Description	*Pre-Feasibility Study*	Feasibility Study
After-TaxNetPresent Value (“NPV”) @ 8%DiscountRate	US$1,235million	US$1,129 million
After-Tax Internal Rate of Return(“IRR”)	49.9%	39.5%
InitialCapital Expenditures	US$318.9million	US$370.5million
CashOperating Costs (pertonne of lithiumcarbonate)	US$2,914	US$2,954
AverageAnnual Production(lithiumcarbonate)	20,000	20,000
MineLife	35 years	50 years
Payback Period (fromcommencement ofproduction)	2.2 Years	*2.25 Years*

Note: By-products (such as potash, calcium chloride and boric acid) are not included in the Feasibility Study and could potentially add incremental value to the 3Q Project.

Disclosure of a scientific or technical nature regarding the Material Property in this Circular was prepared by or under the supervision of Dr. Waldo Perez, a qualified person within the meaning of that term under National Instrument 43101 - Standards of Disclosure for Mineral Projects .

The full text of the press release announcing the results, and the technical report, when filed, may be viewed under the Company’s profile on SEDAR at www.sedar.com.

Royalty Agreements

The Material Property is subject to a 1.5% gross revenue royalty on all material and products obtained or produced from brine from the Material Property. Waldo Perez (Director, President and Chief Executive Officer) and Gabriel Pindar (Director and Chief Operating Officer) each hold 0.25% of such gross revenue royalty on all material and products obtained or produced from brine from the Material Property. The remaining 1.0% of such gross revenue royalty is held by an arm’s length third party. If the Arrangement is complete, it will not result in any changes under the royalty agreements.

Dividends

To date, no dividends have been declared by the Company. There are no restrictions in the Company’s articles that prevent the Company from paying dividends. Pursuant to the Arrangement Agreement, the Company is restricted

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from declaring, setting aide or paying any dividend until the Effective Date. There is no plan or intention of the Company to declare a dividend or alter the dividend policy of the Company.

INFORMATION REGARDING THE PURCHASER AND THE PARENT

The information regarding the Purchaser and the Parent contained in this Circular has been provided by the Purchaser and the Parent. Although Neo Lithium has no knowledge that would indicate that any statements contained herein taken from or based upon such information provided by the Purchaser and the Parent expressly for inclusion herein are untrue or incomplete, Neo Lithium does not assume any responsibility for the accuracy or completeness of the information taken from or based upon such information.

The Purchaser is a corporation incorporated under the laws of Ontario and was formed for the purpose of acquiring the Company and consummating the transactions contemplated by the Arrangement Agreement.

The Parent, Zijin, is a corporation incorporated under the laws of the People’s Republic of China. Zijin is dual-listed on the Hong Kong and Shanghai stock exchanges, with a market capitalization of approximately US$40 billion. Zijin is one of the largest mining companies in China as well as a leading global gold and copper producer. Zijin currently employs more than 30,000 employees globally with mining operations and projects in 12 countries across Europe, Central Asia, Africa, Oceania and South America. Zijin is well known for its expertise and innovative approaches in successfully addressing geological, technical and operational challenges. Zijin has strong in-house technical and operational capacity and experience in geological exploration, mine construction, mining operations, mineral processing, smelting and refining gold, copper and other base metals.

Certain of the directors and officers of the Parent and certain of the directors and officers of the Purchaser reside outside of Canada. It may not be possible for Shareholders to effect service of process within Canada upon the Parent or any of the directors and officers of the Parent or the Purchaser. Shareholders are advised that it may not be possible to enforce judgments obtained in Canada against any Person that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada.

RIGHTS OF DISSENTING SHAREHOLDERS

The following is a summary of Section 185 of the OBCA (as may be modified by the Interim Order and the Plan of Arrangement) relating to the rights of Dissenting Shareholders. These provisions are technical and complex and registered holders of Common Shares who wish to exercise Dissent Rights should consult a legal advisor.

Section 185 of the OBCA provides that a Shareholder may only make a claim under that section with respect to all of the Common Shares held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the name of the Dissenting Shareholder. One consequence of this provision is that a Shareholder may only exercise the Dissent Rights under Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) in respect of Common Shares that are registered in that Shareholder’s name.

In many cases, Common Shares are beneficially owned by holders, i.e., being Beneficial Shareholders, but are registered either (a) in the name of an Intermediary that the Beneficial Shareholder deals with in respect of such Common Shares, such as, among others, banks, trust companies, securities brokers, trustees and other similar entities, or (b) in the name of a depository, such as CDS, of which the Intermediary is a participant. Accordingly, a Beneficial Shareholder will not be entitled to exercise Dissent Rights directly (unless the Common Shares are re-registered in the Beneficial Shareholder’s name). A Beneficial Shareholder who wishes to have Dissent Rights exercised in respect of

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Common Shares held beneficially should immediately contact the Intermediary with whom the Beneficial Shareholder deals in respect of its Common Shares and either (i) instruct the Intermediary to exercise the Dissent Rights on the Beneficial Shareholder’s behalf (which, if the Common Shares are registered in the name of CDS or any other clearing agency, may require that such Common Shares first be re-registered in the name of the Intermediary), or (ii) instruct the Intermediary to re-register such Common Shares in the name of the Beneficial Shareholder, in which case the Beneficial Shareholder would have to exercise the Dissent Rights directly.

The execution or exercise of a proxy does not constitute a written objection for purposes of the Dissent Rights. A vote against the Arrangement Resolution or a withholding of votes does not constitute a written objection.

The following summary does not purport to be comprehensive with respect to the procedures to be followed by a Registered Shareholder seeking to exercise Dissent Rights with respect to the Arrangement Resolution as provided in the Interim Order and is qualified in its entirety by reference to the full text of the Interim Order, Article 3 of the Plan of Arrangement and Section 185 of the OBCA, which are set forth in Appendix D, Appendix B and Appendix F to this Circular, respectively.

The Interim Order, the Plan of Arrangement and the OBCA require strict adherence to the procedures established therein and failure to adhere to such procedures may result in the loss of all Dissent Rights with respect to the Arrangement Resolution. Accordingly, each Shareholder who desires to exercise rights of dissent should carefully consider and comply with the provisions of Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) and consult its legal advisors.

Notwithstanding Section 185(6) of the OBCA (pursuant to which a written objection may be provided at or prior to the Meeting), a Dissenting Shareholder who seeks payment of the fair value of its Common Shares is required to deliver a written objection to the Arrangement Resolution to Neo Lithium not later than 5:00 p.m. (Toronto time) two Business Days immediately preceding the Meeting (or any adjournment or postponement thereof). Such notice must be delivered to the Corporate Secretary at Neo Lithium at 401 Bay Street, Suite 2702, Toronto, Ontario M5H 2Y4, with a copy to Fasken Martineau DuMoulin LLP, Bay-Adelaide Centre, West Tower 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6, email: [email protected] and [email protected], Attention: Paul Fornazzari / Bradley Freelan. A vote against the Arrangement Resolution or a withholding of votes does not constitute a written objection. Within 10 days of the Arrangement Resolution being approved by the Shareholders, Neo Lithium must so notify the Dissenting Shareholder (unless such Shareholder voted for the Arrangement Resolution or has withdrawn its objection) who is then required, within 20 days after receipt of such notice (or, if such Shareholder does not receive such notice, within 20 days after learning of the approval of the Arrangement Resolution), to send to Neo Lithium a written notice containing its name and address, the number and Common Shares in respect of which the Shareholder dissents and a demand for payment of the fair value of such Common Shares and, within 30 days after sending such written notice, to send to Neo Lithium or its Transfer Agent the appropriate share certificate or certificates.

A Dissenting Shareholder who fails to send to Neo Lithium, within the appropriate time frame, a written objection, demand for payment and certificates representing the Common Shares in respect of which the Shareholder dissents forfeits the right to make a claim under Section 185 of the OBCA as modified by the Interim Order and the Plan of Arrangement. Neo Lithium’s Transfer Agent will endorse on the share certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return the certificates to the Dissenting Shareholder.

On sending a demand for payment to Neo Lithium, a Dissenting Shareholder ceases to have any rights as a Shareholder other than the right to be paid the fair value of such holder’s Common Shares, notwithstanding anything to the contrary contained in Section 185 of the OBCA, which fair value will be determined as of the close of business on the day before the Arrangement Resolution is adopted, except where:

(a) the Dissenting Shareholder withdraws the demand for payment before Neo Lithium makes an offer to the Dissenting Shareholder pursuant to the OBCA,
(b) Neo Lithium fails to make an offer as hereinafter described and the Dissenting Shareholder withdraws the demand for payment, or

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in which case the Dissenting Shareholder’s rights as a Shareholder will be reinstated as of the date the Dissenting Shareholder sent the demand for payment.

Shareholders who duly exercise their Dissent Rights are deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser and if such Dissenting Shareholders:

(a) ultimately are entitled to be paid fair value for such Common Shares: (i) will be deemed not to have participated in the Plan of Arrangement; (ii) will be entitled to be paid the fair value of such Common Shares, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, will be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common Shares; or
(b) ultimately are not entitled, for any reason, to be paid the fair value for such Common Shares by the Purchaser, will be deemed to have participated in the Arrangement on the same basis as any nonDissenting Shareholder.

From and after the Effective Time, in no case is the Purchaser, the Parent or the Company or any other Person required to recognize a Dissenting Shareholder as a holder of Common Shares or as a holder of any securities of any of the Purchaser, the Parent, the Company or any of their respective subsidiaries and the names of the Dissenting Shareholders are to be deleted from the Company’s register of holders of Common Shares.

In addition to any other restrictions under Section 185 of the OBCA, none of the following will be entitled to exercise Dissent Rights: (i) Optionholders; and (ii) Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares).

If the Plan of Arrangement becomes effective, the Company will be required to send, not later than the seventh day after the later of: (i) the Effective Date; or (ii) the day the demand for payment is received, to each Dissenting Shareholder whose demand for payment has been received, a written offer to pay for such Dissenting Shareholder’s Common Shares such amount as the Company’s board of directors considers fair value thereof accompanied by a statement showing how the fair value was determined.

The Company must pay for the Common Shares of a Dissenting Shareholder within ten days after an offer made as described above has been accepted by a Dissenting Shareholder, but any such offer lapses if the Company does not receive an acceptance thereof within 30 days after such offer has been made.

If such offer is not made or accepted, the Company may, within 50 days after the Effective Date or within such further period as a court may allow, apply to the Court to fix the fair value of such Common Shares. There is no obligation of the Company to apply to the Court. If the Company fails to make such an application, a Dissenting Shareholder has the right to so apply within a further 20 days. A Dissenting Shareholder is not required to give security for costs in such an application.

Upon an application to the Court, all Dissenting Shareholders whose Common Shares have not been purchased by the Purchaser will be joined as parties and be bound by the decision of the Court, and the Company will be required to notify each Dissenting Shareholder of the date, place and consequences of the application and of the right to appear and be heard in person or by counsel. Upon any such application to the Court, the Court may determine whether any person is a Dissenting Shareholder who should be joined as a party, and the Court will then fix a fair value for the Common Shares of all Dissenting Shareholders who have not accepted an offer to pay. The final order of the Court will be rendered against the Company in favour of each Dissenting Shareholder and for the amount of the Dissenting Shareholder’s Common Shares as fixed by the Court. The Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each such Dissenting Shareholder from the Effective Date until the date of payment.

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Registered Shareholders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their Common Shares as determined under the applicable provisions of the OBCA (as modified by the Interim Order and the Plan of Arrangement) will be more than or equal to the Consideration offered under the Arrangement. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Shareholder of consideration for such Shareholder’s Common Shares.

Under the OBCA, the Court may make any order in respect of the Arrangement it thinks fit, including a Final Order that amends the Dissent Rights as provided for in the Plan of Arrangement and the Interim Order (although in that case the transaction that is the subject of the Arrangement Resolution may not proceed). In any case, it is not anticipated that additional Shareholder approval would be sought for any such variation.

The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of fair value of the Dissenting Shareholder’s Common Shares.

Section 185 of the OBCA (as modified by the Plan of Arrangement and the Interim Order) requires strict adherence to the procedures established therein and failure to do so may result in a loss of a Dissenting Shareholder’s Dissent Rights. Accordingly, each Dissenting Shareholder who desires to exercise Dissent Rights should carefully consider and comply with the provisions of that section, the full text of which is set out in Appendix F, as modified by the Plan of Arrangement and the Interim Order or should consult with such Dissenting Shareholder’s legal advisor.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date of this Circular, a summary of the principal Canadian federal income tax considerations relating to the Arrangement under the Tax Act that generally apply to beneficial owners of Common Shares who, for purposes of the Tax Act, and at all relevant times, hold their Common Shares as capital property and deal at arm’s length with, and are not affiliated with, Neo Lithium, the Purchaser or the Parent (each a “ Holder ”).

Common Shares will generally be considered to be capital property unless such securities are held in the course of carrying on a business of trading or dealing in securities, or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade. Shareholders who do not hold their Common Shares as capital property should consult their own tax advisors regarding their particular circumstances.

This summary does not apply to a Holder: (i) that is a “financial institution” for the purposes of the mark-to-market rules in the Tax Act; (ii) an interest in which is a “tax shelter investment” as defined in the Tax Act; (iii) that is a “specified financial institution” as defined in the Tax Act; (iv) that reports its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency; (v) who has entered into, with respect to their Common Shares, a “derivative forward agreement” or a “synthetic disposition arrangement” as those terms are defined in the Tax Act; (vi) that is a partnership for the purposes of the Tax Act; (vii) who received Common Shares in respect of, in the course of or by virtue of an employment with the Company, including pursuant to an employee stock option; (viii) that is a foreign affiliate of a taxpayer resident in Canada; (ix) who receives dividends on Common Shares under or as part of a “dividend rental arrangement” as defined in the Tax Act; or (x) that is exempt from tax under Part I of the Tax Act. Any such Holder should consult its own tax advisor with respect to the tax consequences to it of the Arrangement.

This summary is based on the facts set out in this document, the current provisions of the Tax Act and Neo Lithium’s understanding of the published administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA ”) publicly available prior to the date of this document. This summary takes into account all proposed amendments to the Tax Act and the regulations thereunder that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (“ Proposed Amendments ”) and assumes that such Proposed Amendments will be enacted in the form proposed. However, no assurance can be given that such Proposed Amendments will be enacted in the form proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policies or assessing practices whether by legislative, administrative or judicial decision or action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

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This summary is of a general nature only and is not, and is not intended to be, legal or tax advice or representations to any particular Shareholder. This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to the Arrangement. Accordingly, Shareholders should consult their own tax advisors having regard to their own particular circumstances.

For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of securities (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars using the relevant rate of exchange required by the Tax Act.

Holders Resident In Canada

The following section of the summary is generally applicable to a Holder who, for purposes of the Tax Act and any applicable income tax treaty or convention, is or is deemed to be a resident of Canada at all relevant times (a “ Resident Holder ”). Certain Resident Holders whose Common Shares might not otherwise qualify as capital property may be entitled to make or may have already made the irrevocable election under subsection 39(4) of the Tax Act the effect of which is to deem any Common Shares and every “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years to be capital property. Resident Holders should consult their own tax advisor as to whether they hold or will hold their Common Shares as capital property and whether this election is available or advisable in their particular circumstances.

Disposition of Common Shares under the Arrangement

A Resident Holder (other than a Dissenting Resident Holder, as defined below) who disposes of Common Shares under the Arrangement will be considered to have disposed of each Common Share for proceeds of disposition equal to the Consideration for such Common Share. As a result, the Resident Holder will generally realize a capital gain (or capital loss) to the extent that such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of such Resident Holder’s Common Shares immediately before the disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below under “ Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains or Capital Losses ”.

Taxation of Capital Gains or Capital Losses

Generally, one-half of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year, and one-half of any capital loss (an “ allowable capital loss ”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the holder in that year (subject to and in accordance with rules contained in the Tax Act). Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

A Resident Holder that, throughout the relevant taxation year, is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax on its “aggregate investment income” (as defined in the Tax Act), including any taxable capital gains. Capital gains realized by a Resident Holder who is an individual or trust, other than certain specified trusts, will be taken into account in determining liability for alternative minimum tax under the Tax Act. Resident Holders who are individuals or trusts should consult their own tax advisors in this regard.

If the Resident Holder of a Common Share is a corporation, the amount of any capital loss realized on a disposition or deemed disposition of such share may be reduced by the amount of dividends received or deemed to have been received by it on such share (and in certain circumstances a share exchanged or substituted for such share) to the extent and under circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns such shares or where a trust or partnership of which a corporation is a beneficiary or a member is a member of a partnership or a beneficiary of a trust that owns any such shares.

Holders to whom these rules may be relevant should consult their own tax advisors.

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Dissenting Resident Holders

A Resident Holder that is a Dissenting Shareholder (a “ Dissenting Resident Holder ”) will be deemed to have transferred its Common Shares to the Purchaser as of the Effective Time and will receive a cash payment from the Purchaser in respect of the fair value of the Dissenting Resident Holder’s Common Shares. Such a Dissenting Resident Holder will be considered to have disposed of the Common Shares for proceeds of disposition equal to the amount received by the Dissenting Resident Holder (less any interest awarded by a court). As a result, such Dissenting Resident Holder will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition received exceed (or are less than) the aggregate of (i) the adjusted cost base to the Dissenting Resident Holder of the Common Shares; and (ii) any reasonable costs of disposition. For a description of the tax treatment of capital gains and losses, see “ Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains or Capital Losses ” above.

Interest awarded to a Dissenting Resident Holder by a court will be included in the Dissenting Resident Holder’s income for the purposes of the Tax Act. In addition, a Dissenting Resident Holder that, throughout the relevant taxation year, is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax on its “aggregate investment income” (as defined in the Tax Act), including interest income.

Under the Plan of Arrangement, Dissenting Shareholders who for any reason are not entitled to be paid the fair value of their Common Shares, shall be treated as if they had participated in the Arrangement on the same basis as Resident Holders who do not exercise Dissent Rights. The principal Canadian federal tax considerations generally applicable to such Dissenting Shareholders who are Resident Holders in connection with their Common Shares will be the same as those described above under “ Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Disposition of Common Shares under the Arrangement ”.

Holders Not Resident in Canada

The following section of the summary is generally applicable to a Holder who, (i) for the purposes of the Tax Act and any applicable income tax treaty or convention at all relevant times, is not, and is not deemed to be, a resident of Canada, (ii) does not, and is not deemed to, use or hold Common Shares in a business in Canada, and (iii) is not an insurer who carries on an insurance business or is deemed to carry on an insurance business in Canada and elsewhere (in this section, a “ Non-Resident Holder ”).

Disposition of Common Shares under the Arrangement

Non-Resident Holders will not be subject to tax under Part I of the Tax Act in respect of any capital gain realized on the disposition of a Common Share under the Arrangement unless (a) the Common Share constitutes “taxable Canadian property” (as defined in the Tax Act, as discussed below) of the Non-Resident Holder at the time of the disposition, and (b) the Common Share is not “treaty-protected property” (as defined for the purposes of the Tax Act) of the Non-Resident Holder at the time of the disposition.

Generally, a Common Share will not constitute “taxable Canadian property” to a Non-Resident Holder at the time of disposition provided that such share is listed on a designated stock exchange (which includes the TSXV) at that time, unless at any particular time during the sixty month period immediately preceding the disposition the following two conditions have been met concurrently: (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length for purposes of the Tax Act, (c) partnerships in which the Non-Resident Holder or a person referred to in (b) holds a membership interest directly or indirectly through one or more partnerships, own 25% or more of the issued shares of any class or series of shares in the capital stock of the Company; and (ii) more than 50% of the fair market value of the Common Share was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Tax Act), timber resource properties (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any of the foregoing properties (whether or not such property exists). Notwithstanding the foregoing, a Common Share may be deemed to be “taxable Canadian property” in certain circumstances set out in the Tax Act. Non-Resident Holders in respect of whom their Common Shares may constitute taxable Canadian property should consult their own tax advisors in this regard.

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Even if the Common Shares are considered to be taxable Canadian property to a Non-Resident Holder, a taxable capital gain or an allowable capital loss resulting from the disposition of Common Shares will not be included in computing the Non-Resident Holder’s taxable income earned in Canada for purposes of the Tax Act and will therefore not be subject to tax in Canada if, at the time of the disposition, the Common Shares constitute “treaty protected property”, as defined in the Tax Act, of the Non-Resident Holder. Common Shares owned by a Non-Resident Holder will generally be treaty-protected property if the gain from the disposition of such shares would, because of an applicable income tax treaty or convention the benefits of which such Non-Resident Holder is fully entitled to, be exempt from tax under Part I of the Tax Act.

In circumstances where a Common Share constitutes taxable Canadian property and is not treaty-protected property of the Non-Resident Holder at the time of disposition, any capital gain that would be realized on the disposition of the Common Shares under the Arrangement that is not exempt from tax under the Tax Act pursuant to an applicable income tax treaty or convention, generally will be subject to the same Canadian tax consequences discussed above for a Resident Holder under the headings “ Disposition of Common Shares under the Arrangement ” and “ Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains or Capital Losses ”. A Non-Resident Holder that disposes of taxable Canadian property that is not treaty-protected property may have to file a Canadian income tax return for the taxation year in which the disposition occurs, regardless of whether the Non-Resident Holder is liable to Canadian tax on any gain realized as a result.

Dissenting Non-Resident Holders

A Non-Resident Holder that is a Dissenting Shareholder (a “ Dissenting Non-Resident Holder ”) will be deemed to have transferred its Common Shares to the Purchaser and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of the Dissenting Non-Resident Holder’s Common Shares. Such a Dissenting NonResident Holder will be considered to have disposed of the Common Shares for proceeds of disposition equal to the amount received by the Dissenting Non-Resident Holder (less any interest awarded by a court) and will be treated in the same manner as described above under “ Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Disposition of Common Shares under the Arrangement ”. A Dissenting Non-Resident Holder will generally not be subject to Canadian tax on any amount received on account of interest.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any Holder. Accordingly, Holders should consult with their own tax advisors for advice as to the income tax consequences to them of the Arrangement in their particular circumstances.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain U.S. federal income tax considerations relating to the Arrangement and to the receipt of the Consideration by U.S. Holders (as defined below) pursuant to the Arrangement where such U.S. Holders hold the Common Shares as capital assets within the meaning of section 1221 of the Code (as defined below). This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “ Code ”), Treasury regulations promulgated under the Code (the “ Treasury Regulations ”), administrative rulings and court decisions in effect on the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. No legal opinion from U.S. legal counsel or ruling from the IRS has been requested, or is expected to be obtained, regarding the U.S. federal income tax consequences described herein. This discussion is not binding on the IRS or any court, and there can be no assurance that the IRS will not take a contrary position or that such a position would not be sustained by a court. This discussion also assumes that the Arrangement is carried out as described in this Circular and that the Arrangement is not integrated with any other transaction for U.S. federal income tax purposes.

The discussion does not constitute tax advice and does not address all of the U.S. federal income tax considerations that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law including:

banks, thrifts, mutual funds and other financial institutions;

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regulated investment companies;
traders in securities that elect to apply a mark-to-market method of accounting;
broker-dealers;
tax-exempt organizations and pension funds;
insurance companies;
dealers or brokers in securities or foreign currency;
individual retirement and other deferred accounts;
U.S. Holders whose functional currency is not the U.S. dollar;
U.S. expatriates;
U.S. Holders that own, directly, indirectly or constructively, ten percent (10%) or more of the total voting power or total value of all of the outstanding stock of Neo Lithium;
PFICs or “controlled foreign corporations” (“ CFCs ”);
persons liable for the alternative minimum tax;
holders that hold their shares as part of a straddle, hedging, conversion, constructive sale or other risk reduction transaction;
holders other than U.S. Holders;
partnerships or other pass-through entities; and
holders, such as holders of Options, who received their shares through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan.

This discussion does not address any non-income tax considerations or any non-U.S., state or local tax consequences. For purposes of this discussion, a “ U.S. Holder ” means a beneficial owner of Common Shares at the time of the Arrangement, that is:

an individual who is a citizen or resident of the United States, as determined for U.S. federal income tax purposes;
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States or any state thereof or the District of Columbia;
an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership or other “passthrough” entity for U.S. federal income tax purposes, holds Common Shares at the time of the Arrangement, the tax

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treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. A shareholder that is a partnership and a partner (or other owner) in such partnership is urged to consult its tax advisors about the U.S. federal income tax consequences of the Arrangement.

INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE U.S. FEDERAL INCOME AND OTHER TAX CONSIDERATIONS RELATING TO THE ARRANGEMENT IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR NON-U.S. TAX LAWS.

U.S. Federal Income Tax Consequences of the Receipt of the Consideration Pursuant to the Arrangement

Subject to the tax consequences described below in “ Certain United States Federal Income Tax Considerations – Passive Foreign Investment Company Considerations ”, a U.S. Holder will generally recognize gain or loss equal to the difference, if any, between (i) the U.S. dollar value of the Consideration received pursuant to the Arrangement and (ii) such U.S. Holder’s adjusted tax basis in the Common Shares surrendered in exchange therefor. Subject to the rules relating to the receipt of foreign currency and the PFIC rules discussed below, such recognized gain or loss would generally constitute capital gain or loss from sources within the United States, and would constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Common Shares exchanged is greater than one year as of the date of the exchange. Certain non-corporate U.S. Holders are entitled to preferential tax rates with respect to net longterm capital gains. The ability of a U.S. Holder to offset capital losses against ordinary income is limited.

Payments Related to Dissent Rights

Subject to the tax consequences described below in “ Certain United States Federal Income Tax Considerations – Passive Foreign Investment Company Considerations ”, for U.S. federal income tax purposes, a U.S. Holder that receives a payment for its Common Shares pursuant to the exercise of Dissent Rights will generally recognize gain or loss equal to the difference, if any, between (i) the sum of the U.S. dollar value of the cash received and (ii) such U.S. Holder’s adjusted tax basis in the Common Shares surrendered in exchange therefor. Subject to the rules relating to the receipt of foreign currency and the PFIC rules discussed below, such recognized gain or loss would generally constitute capital gain or loss from sources within the United States, and would constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Dissent Shares exchanged is greater than one year as of the date of the exchange. Certain non-corporate U.S. Holders are entitled to preferential tax rates with respect to net long-term capital gains. The ability of a U.S. Holder to offset capital losses against ordinary income is limited.

Receipt of Foreign Currency

For purposes of determining gain or loss for U.S. federal income tax purposes upon the receipt of Canadian dollars as Consideration in the Arrangement or payments in respect of Common Shares following the exercise of Dissent Rights, a cash basis U.S. Holder will calculate the U.S. dollar value of the cash received by reference to the exchange rate in effect on the date the Canadian dollars are actually or constructively received by the holder, without regard to whether the Canadian dollars are converted into U.S. dollars on such date. A cash basis U.S. Holder that paid Canadian dollars for Common Shares will generally determine its tax basis in the Common Shares by translating the Canadian dollars it paid into U.S. dollars using the exchange rate in effect on the settlement date of the holder’s purchase. If the Canadian dollars received pursuant to the Arrangement are not converted into U.S. dollars on the date of receipt, a cash basis U.S. Holder will have a basis in the Canadian dollars equal to their U.S. dollar value calculated as described above, and any gain or loss realized on a subsequent conversion or other disposition of the Canadian dollars will generally be treated as ordinary income or loss. An accrual basis U.S. Holder may elect to apply the above rules applicable to cash basis U.S. Holders.

Passive Foreign Investment Company Considerations

Special U.S. federal income tax rules apply to U.S. persons owning shares of a PFIC. In general, a corporation organized outside the United States is treated as a PFIC for U.S. federal income tax purposes in any taxable year in which either (i) at least 75% of its gross income is “passive income” or (ii) on average at least 50% of the value of its assets is attributable to assets that produce passive income or are held for the production of passive income. Passive

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income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from commodities transactions and from the sale or exchange of property that gives rise to passive income. In determining whether a non-U.S. corporation is a PFIC, a pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) generally is taken into account.

Based on its projected and historic income, assets and activities, we believe that Neo Lithium may be treated as a PFIC for the current taxable year and was likely treated as a PFIC in prior taxable years. If Neo Lithium was classified as a PFIC in any year during which a U.S. Holder holds Common Shares it generally will continue to be treated as a PFIC as to such shareholder in all succeeding years, regardless of whether it continues to meet the income or asset test discussed above. U.S. Holders are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of holding an interest in a PFIC.

Disposition of Common Shares Pursuant to the Arrangement

Subject to certain elections described below, a U.S. Holder generally will recognize gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of a Common Share, including a disposition pursuant to the Arrangement, in an amount equal to the difference, if any, between the amount realized on the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in such share. In the event Neo Lithium was classified as a PFIC in any year during which a U.S. Holder holds Common Shares, any such gain generally will be treated as an “excess distribution” as described below. The tax payable by a U.S. Holder on an excess distribution with respect to a share will be determined by allocating such excess distribution ratably to each day of such U.S. Holder’s holding period for such share. The amount of excess distribution allocated to the taxable year of the Arrangement and to any past taxable year prior to the first day of the first taxable year in which Neo Lithium was a PFIC will be included as ordinary income for the taxable year of the Arrangement. The amount of excess distribution allocated to any other period included in such U.S. Holder’s holding period cannot be offset by any net operating losses of such U.S. Holder and will be taxed at the highest marginal rates applicable to ordinary income for each such period and, in addition, an interest charge will be imposed on the amount of tax due for each such period. Any such loss generally will be treated as a capital loss. The deductibility of capital losses is subject to limitations.

Qualified Electing Fund Election

The tax consequences described above in “ Certain United States Federal Income Tax Considerations – Passive Foreign Investment Company Considerations – Disposition of Common Shares Pursuant to the Arrangement ” relating to gain on the disposition of shares in a PFIC generally would not apply if a “qualified electing fund” election (a “ QEF election ”) were available and a U.S. Holder had validly made such an election as of the beginning of such U.S. Holder’s holding period for the Common Shares. In such event, such U.S. Holder generally would have been required to include in income on a current basis such U.S. Holder’s pro rata share of Neo Lithium’s ordinary income and net capital gains in each taxable year in which Neo Lithium was a PFIC. A QEF election would only have been available to a U.S. Holder, however, only if Neo Lithium provided such U.S. Holder with certain information. Neo Lithium has provided that information to U.S. Holders for the taxable years 2019 and 2020, including by posting “PFIC Annual Information Statements” on its website (https://www.neolithium.ca/), and it intends to provide that information to U.S. Holders for the current taxable year. If a U.S. Holder owned Common Shares in taxable years prior to 2019, a QEF election was likely unavailable for those Common Shares and the disposition would be treated as described above under “ Certain United States Federal Income Tax Considerations – Passive Foreign Investment Company Considerations – Disposition of Common Shares Pursuant to the Arrangement ”.

Mark-To-Market Election

The tax consequences relating to excess distributions described above under “ Certain United States Federal Income Tax Considerations – Passive Foreign Investment Company Considerations – Disposition of Common Shares Pursuant to the Arrangement ” generally will not apply if a “mark-to-market” election was available and a U.S. Holder validly made such an election as of the beginning of such U.S. Holder’s holding period for a Common Share. If such election was made, gain on the disposition of a Common Share pursuant to the Arrangement will not be treated as an excess distribution to such U.S. Holder. Instead, such U.S. Holder generally would have been required to take into account the difference, if any, between the fair market value of, and its adjusted tax basis in, such Common Share at the end of each taxable year in which Neo Lithium was a PFIC as ordinary income or, to the extent of any net mark-

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to-market gains previously included in income, ordinary loss, and to make corresponding adjustments to the tax basis in such Common Share. A mark-to-market election was available to a U.S. Holder with respect to a Common Share only if such share was considered to be “marketable stock”. Generally, stock is considered to be marketable stock if it is “regularly traded” on a “qualified exchange” within the meaning of applicable Treasury Regulations. A class of stock generally is regularly traded during any calendar year during which such class of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. A non-U.S. securities exchange constitutes a qualified exchange if it is regulated or supervised by a governmental authority of the country in which the securities exchange is located and meets certain trading, listing, financial disclosure and other requirements set forth in Treasury Regulations. The Common Shares are listed on the TSXV (symbol: NLC). Each U.S. Holder is urged to consult its own tax advisor with respect to whether a mark-to-market election was validly made with respect to the Common Shares.

Subject to certain exceptions, a U.S. person who owns an interest in a PFIC generally is required to file an annual report on IRS Form 8621, and the failure to file such report could result in the imposition of penalties on such U.S. person and the extension of the statute of limitations with respect to federal income tax returns filed by such U.S. person. U.S. Holders are urged to consult their own tax advisers regarding the U.S. federal income tax consequences of the Arrangement under the PFIC rules, including the foregoing filing requirements and the effect of any available QEF election or mark-to-market election, in light of their particular circumstances.

Net Investment Income Taxes

In addition to regular U.S. federal income tax, certain U.S. Holders that are individuals, estates or trusts are subject to a 3.8% tax on all or a portion of their “net investment income,” which may include all or a portion of their income arising from net gain from the sale, exchange or other disposition of Common Shares, including pursuant to the Arrangement. Each U.S. Holder is urged to consult its own tax advisor regarding the application of this tax.

Backup Withholding and Information Reporting

Under certain circumstances, information reporting and/or backup withholding may apply to U.S. Holders with respect to the Consideration received pursuant to the Arrangement and payments in respect of Common Shares following the exercise of Dissent Rights, unless an applicable exemption is satisfied. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder on a timely basis to the IRS.

INDEBTEDNESS OF OFFICERS AND DIRECTORS OF NEO LITHIUM

No director or executive officer of Neo Lithium or any of its subsidiaries, former director or executive officer of Neo Lithium or any of its subsidiaries, or any associate of any of the foregoing, (i) has been or is indebted to Neo Lithium or any of its subsidiaries, at any time during its last completed fiscal year, or (ii) has had any indebtedness to another entity at any time during its last completed fiscal year which has been the subject of a guarantee, support agreement, letter of credit, or other similar arrangement provided by Neo Lithium or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this Circular, to the knowledge of Neo Lithium, after reasonable enquiry, no informed person (as defined in Canadian Securities Laws) of Neo Lithium, or any associate or affiliate of any informed person, has or had any material interest, direct or indirect, in any transaction or in any proposed transaction since the commencement of Neo Lithium’s most recently completed fiscal year which has materially affected or would materially affect Neo Lithium.

See “ Interests of Certain Persons in the Arrangement ”.

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MANAGEMENT CONTRACTS

No management functions of the Company or any subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of the Company.

AUDITORS

The auditors of the Company are MNP LLP, who were first appointed as auditors of the Company on April 7, 2016. MNP LLP is independent of the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario.

OTHER INFORMATION AND MATTERS

There is no information or matter not disclosed in this Circular but known to the Company that would be reasonably expected to affect the decision of Shareholders to vote for or against the Arrangement Resolution.

LEGAL MATTERS

Certain legal matters in connection with the Arrangement will be passed upon for the Company by Fasken insofar as Canadian legal matters are concerned.

Certain legal matters in connection with the Arrangement will be passed upon for the Purchaser by Torys LLP insofar as Canadian legal matters are concerned.

ADDITIONAL INFORMATION

Additional information relating to the Company and its business activities is available under the Company’s profile on SEDAR at www.sedar.com. Following the Meeting, the voting results for each item on the form of proxy will be available under the Company’s profile on SEDAR at www.sedar.com. The Company’s financial information is provided in the Company’s audited annual consolidated financial statements and related management’s discussion and analysis for the most recently completed financial year, and unaudited interim consolidated financial statements and related management’s discussion and analysis which may be viewed on SEDAR as noted above. Shareholders may also request copies of these documents, free of charge, by phone at (416) 304-9596 or by email at [email protected].

APPROVAL

The contents of this Circular and its distribution to the Shareholders have been approved by the Board.

DATED the 8th day of November, 2021.

By Order of the Board of Directors

(signed) “ Waldo A. Perez ” Waldo A. Perez Chief Executive Officer and President

CONSENT OF CORMARK SECURITIES INC.

DATED: November 8, 2021

To: The Special Committee of the Board of Directors of Neo Lithium Corp. (the “ Special Committee ”)

We refer to the fairness opinion dated October 8, 2021 (the “ Fairness Opinion ”), which we prepared for the Special Committee and the Board of Directors of Neo Lithium Corp. (“ Neo Lithium ”) in connection with the plan of arrangement involving, among others, Neo Lithium, its securityholders and Zijin Mining Group Co., Ltd.

We consent to the inclusion of the Fairness Opinion and all references to the Fairness Opinion in this Circular and in the letter to shareholders of Neo Lithium attached thereto. In providing such consent, Cormark Securities Inc. does not intend that any person other than the Special Committee and the Board of Directors of Neo Lithium will rely on the Fairness Opinion.

(signed) “ Cormark Securities Inc. ”

APPENDIX A ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (the “ Arrangement ”) under Section 182 of the Business Corporations Act (Ontario) (the “ OBCA ”) of Neo Lithium Corp. (the “ Company ”), as more particularly described and set forth in the management information circular (the “ Circular ”) dated November 8, 2021 of the Company accompanying the notice of meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive agreement (the “ Arrangement Agreement ”)) made as of October 8, 2021 between the Company, Zijin Mining Group Co., Ltd., and 2872122 Ontario Limited, is hereby authorized, approved and adopted.
The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “ Plan of Arrangement ”)), the full text of which is set out in Appendix “B” to the Circular, is hereby authorized, approved and adopted.
The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Company in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
The Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (i) amend, modify or supplement the Arrangement Agreement or the Plan Arrangement to the extent permitted by the Arrangement Agreement and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

APPENDIX B PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“ Arrangement ” means an arrangement of the Company under section 182 of the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations made in accordance with the terms of the Arrangement Agreement and Section 5.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement, dated as of October 8, 2021, among the Company, the Parent and the Purchaser (including all schedules thereto), as it may be amended, modified or supplemented from time to time in accordance with its terms.

“ Arrangement Resolution ” means the special resolution of Shareholders approving the Plan of Arrangement to be considered at the Meeting.

“ Articles of Arrangement ” means the articles of arrangement of the Company in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

“ Business Day ” means any day, other than a Saturday, a Sunday or a statutory or civic or national holiday in the Province of Ontario, the People’s Republic of China or Hong Kong.

“ Certificate of Arrangement ” means the certificate of arrangement issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

“ Circular ” means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto and enclosures therewith, to be sent to Securityholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

“ Company ” means Neo Lithium Corp., a corporation existing under the laws of Ontario.

“ Consideration ” means $6.50 in cash per Share.

“ Court ” means the Ontario Superior Court of Justice (Commercial List).

“ Depositary ” means any Person that the Company may appoint to act as depositary for the Shares in relation to the Arrangement, with the approval of the Purchaser, acting reasonably.

“ Director ” means the Director appointed pursuant to section 278 of the OBCA.

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“ Dissent Rights ” has the meaning ascribed thereto in Section 3.1.

“ Dissenting Shareholder ” means a registered Shareholder as of the record date of the Meeting who (a) has validly exercised Dissent Rights in strict compliance with Section 3.1 (including the time limits set out therein), (ii) has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, and (iii) is ultimately entitled to be paid the fair value for his, her or its Shares, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such registered Shareholder.

“ Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“ Governmental Entity ” means (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, ministry, bureau or agency, domestic or foreign; (b) any stock exchange, including the TSXV; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, antitrust, foreign investment, expropriation or taxing authority under or for the account of any of the foregoing.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common, equitable or otherwise), constitution, treaty, convention, ordinance, by-law, code, rule, regulation, order, injunction, notice, judgment, award, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“ Letter of Transmittal ” means the letter of transmittal sent to Shareholders, as applicable, for use in connection with the Arrangement.

“ Lien ” means any hypothecs, mining hypothecs, mortgages, pledges, assignments, liens, charges, security interests, prior claims, statutory or deemed trusts, encumbrances, encroachments, options, rights of first refusal or first offer, occupancy rights, covenants, contractual rights of set-off, rights of distraint, assignments, liens, retentions or defects of title of any kind or nature, or restrictions (including restrictions on use, transfer, voting, receipt of income or other exercise of any attributes of ownership) or adverse rights or claims or other third party interests or encumbrances of any kind, including in each case whether fixed or floating, perfected or not, or contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

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“ OBCA ” means the Business Corporations Act (Ontario).

“ Optionholders ” means the holders of the Options.

“ Options ” means outstanding options to purchase Shares granted under the Stock Option Plan.

“ Parent ” means Zijin Mining Group Co. Ltd, a corporation existing under the laws of the People’s Republic of China.

“ Parties ” means, collectively, the Company, the Parent and the Purchaser and “Party” means any one of them.

“ Plan of Arrangement ” means this plan of arrangement proposed under Section 182 of the OBCA, and any amendments or variations made in accordance with the Arrangement Agreement and Section 5.1 or made upon the direction of the Court in the Final Order with the consent of the Company and the Purchaser, each acting reasonably.

“ Purchaser ” means 2872122 Ontario Limited, a corporation existing under the laws of Ontario.

“ Securities ” means the Shares and the Options;

“ Securityholders ” means, holders of one or more of the Securities, and Securityholder means any one of them.

“ Shareholders ” means the holders of the Shares.

“ Shares ” means the common shares in the authorized share capital of the Company.

“ Stock Option Plan ” means the Company’s stock option plan, last approved by Shareholders on June 25, 2021.

“ Tax Act ” means the Income Tax Act (Canada).

“ Transfer Agent ” means TSX Trust Company, the registrar and transfer agent for the Shares.

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement. Unless stated otherwise, the word “Article” or “Section” followed by a number or letter means and refers to the specified Article or Section of this Plan of Arrangement.
(2) Currency. All references to dollars or to $ are references to Canadian dollars, unless specified otherwise.

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(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(4) Certain Phrases, etc. Wherever the word “including”, “includes” or “include” is used in this Plan of Arrangement, it shall be deemed to be followed by the words “without limitation”. The phrase “the aggregate of”, “the total of”, “the sum of” or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”. References herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity.
(5) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re- enacted, unless stated otherwise.
(6) Date for any Action. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
(7) Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on the Parent, the Purchaser, the Company, all registered holders and beneficial owners of Shares and Options, including Dissenting Shareholders, the registrar and transfer agent of the Company, the Depositary and all other Persons at and after the Effective Time without any further act or formality required on the part of any of these Persons.

2.3 Arrangement

At the Effective Time, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality on the part of any Person (provided that none of the following shall occur unless all of the following occur):

(a) each Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to the Purchaser in exchange for payment of an amount determined in accordance with Article 3 , and: (i) such Dissenting Shareholder shall cease to be the holder of such Shares and to have any rights as a Shareholder other than the right to be paid the fair value for its Shares as set out in Article 3 , (ii) the name of such Dissenting Shareholder shall be removed from the register of Shareholders maintained by or on behalf of the Company and (iii) the Purchaser shall be deemed to be the transferee and the legal and beneficial holder of such Shares (free and clear of all Liens) and shall be entered as the registered holder of such Shares in the register of Shareholders maintained by or on behalf of the Company;
(b) each Share outstanding immediately prior to the Effective Time (other than a Share held by a Dissenting Shareholder) shall be deemed to be transferred by the holder thereof, without any further

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act or formality on its part, free and clear of all Liens, to the Purchaser in exchange for the Consideration, and (i) the holder of such Share shall cease to be the holder thereof and to have any rights as a Shareholder other than the right to receive the Consideration in accordance with this Plan of Arrangement; (ii) such holder’s name shall be removed from the register of Shareholders maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee and the legal and beneficial holder of such Shares (free and clear of all Liens) and shall be entered as the registered holder of such Shares in the register of the Shareholders maintained by or on behalf of the Company; and

(c) notwithstanding any vesting, exercise or other provisions to which an Option might otherwise be subject (whether by contract, the conditions of a grant, applicable Law or the terms of the Stock Option Plan or otherwise), each Option outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of any Optionholder, be deemed to be assigned and transferred by such holder to the Company in exchange for the Option Consideration (net of applicable withholdings pursuant to Section 4.3) and (i) the holder of such Options shall cease to be the holder thereof and to have any rights as a Optionholder other than the right to receive the Option Consideration (net of applicable withholdings pursuant to Section 4.3) in accordance with this Plan of Arrangement, (ii) such holder’s name shall be removed from the register of Optionholders maintained by or on behalf of the Company, and (iii) the Stock Option Plan and all agreements, certificates and similar instruments relating to the Options shall be terminated or cancelled, as the case may be, and shall be of no further force and effect.

ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent

Registered Shareholders as of the record date of the Meeting may exercise dissent rights with respect to the Shares held by such holders as of such date (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in section 185 of the OBCA, as modified by the Interim Order and this Section 3.1; provided that the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Company not later than 5:00 p.m. (Toronto time) two Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders who validly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(a) and if they:

(a) ultimately are entitled to be paid fair value for such Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(a)); (ii) will be entitled to be paid the fair value of such Shares, which fair value, notwithstanding anything to the contrary contained in section 185 of the OBCA, shall be determined as of the close of business, in respect of the Shares, on the day before the Arrangement Resolution was adopted at the Meeting; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or
(b) ultimately are not entitled, for any reason, to be paid fair value for such Shares shall be deemed to have participated in the Arrangement on the same basis as a non-Dissenting Shareholder of Shares.

3.2 Recognition of Dissenting Shareholders

(a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Shares in respect of which such rights are sought to be exercised.

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(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Dissenting Shareholder as a holder of Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a). In addition to any other restrictions under section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Optionholders; (ii) Shareholders who vote or have instructed a proxyholder to vote such Shares in favour of the Arrangement Resolution (but only in respect of such Shares voted in favour of the Arrangement Resolution); and (iii) any Person (including any beneficial owner of Shares) who is not a registered Shareholder.

ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 Payment of Consideration

(a) As soon as practicable after the Effective Date, the Company shall pay the Option Consideration, net of applicable withholdings pursuant to Section 4.3, to be paid to Optionholders pursuant to Section 2.3(c) either (i) pursuant to the normal payroll practices and procedures of the Company, or (ii) by cheque, wire or other form of immediately available funds (delivered to such Optionholder as reflected on the register maintained by or on behalf of the Company in respect of the Options).
(b) Prior to the filing of the Articles of Arrangement, in satisfaction of its payment obligations under this Plan of Arrangement, the Purchaser shall, in accordance with the Arrangement Agreement, deposit, or cause to be deposited, with the Depositary, sufficient funds to satisfy the aggregate Consideration.
(c) Upon surrender to the Depositary for cancellation of a certificate, if any, which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3(b) together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholders represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, a cheque, wire or other form of immediately available funds representing the Consideration which such holder has the right to receive under this Plan of Arrangement for such Shares less any amounts withheld pursuant to Section 4.3, and any certificate so surrendered shall forthwith be cancelled.
(d) Until surrendered as contemplated by Section 4.1(c), each certificate that immediately prior to the Effective Time represented Shares (other than Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate as contemplated in Section 4.1(c), less any amounts withheld pursuant to Section 4.3. Any such certificate formerly representing Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Shares of any kind or nature against or in the Company, the Parent or the Purchaser. On such date, all cash to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(e) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Shares and Options pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
(f) No holder of Shares or Options shall be entitled to receive any consideration with respect to such Shares or Options, other than any cash payment to which such holder is entitled to receive in

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accordance with Section 2.3 and Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

4.2 Lost Certificates

If any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, a cheque, wire or other form of immediately available funds for the Consideration that such Shareholder has the right to receive in accordance with Section 2.3 and such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall, as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary in such sum as the Purchaser may direct, or otherwise indemnify the Purchaser and the Company in a manner satisfactory to the Purchaser against any claim that may be made against the Purchaser and the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Withholding Rights

The Purchaser, the Company and the Depositary, as applicable, shall be entitled to deduct and withhold, or direct any other Person to deduct and withhold on their behalf, from any amount otherwise payable, issuable or otherwise deliverable to any Person under this Plan of Arrangement (including any amounts payable pursuant to Section 2.3, Section 3.1 or Section 4.1), such amounts as the Purchaser, the Company or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld from such amount otherwise payable or otherwise deliverable under the Tax Act or any provision of any other Law. Any such amounts will be deducted, withheld and remitted from the amount otherwise payable or otherwise deliverable pursuant to this Plan of Arrangement and shall be treated for all purposes under this Agreement as having been paid or delivered to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity.

4.4 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

4.5 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Shares and Options issued or outstanding at or prior to the Effective Time, (b) the rights and obligations of the Securityholders, the Company, the Parent, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Shares or Options shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 5 AMENDMENTS

5.1 Amendments to Plan of Arrangement

The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that, except as otherwise permitted in this Section 5.1, each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be

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approved by the Company and the Purchaser, each acting reasonably, (iii) if made following the Meeting and prior to receipt of the Final Order, filed with the Court and approved by the Court and communicated to Securityholders if and as required by the Court, and (iv) if made following receipt of the Final Order and prior to the Effective Time, filed with the Court and approved by the Court and communicated to Securityholders if and as required by the Court, unless such amendment concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and which is not adverse to the economic interest of any then Securityholder.

(a) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Meeting (provided that the Company or the Purchaser, as applicable, shall have consented thereto) with or without any other prior notice or communication and, if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(b) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Shareholders voting in the manner directed by the Court.
(c) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and which is not adverse to the economic interest of any then former Securityholder.

ARTICLE 6 FURTHER ASSURANCES

6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

APPENDIX C FAIRNESS OPINION

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October 8, 2021

The Board of Directors and the Special Committee of the Board of Directors of Neo Lithium Corp. 401 Bay Street, Suite 2702 Toronto, Ontario M5H 2Y4

To the Board of Directors and the Special Committee of the Board of Directors of Neo Lithium Corp:

Cormark Securities Inc. (“ Cormark Securities ”, “ we ” or “ us ”) understands that Neo Lithium Corp. (“ Neo ” or the “ Company ”), 2872122 Ontario Limited (the “ Acquiror ”) and Zijin Mining Group Co., Ltd. (“ Zijin ”) propose to enter into an arrangement agreement to be dated as of October 8, 2021 (the “ Arrangement Agreement ”) pursuant to which, among other things, the Acquiror will acquire 100% of the outstanding common shares of Neo (each a “ Neo Share ”) with each holder of Neo Shares entitled to receive, in exchange for each Neo Share held, C$6.50 in cash (the “ Consideration ”) (collectively, the “ Transaction ”).

We also understand that:

the Transaction as contemplated by the Arrangement Agreement is proposed to be effected by way of a statutory plan of arrangement under the Business Corporations Act (Ontario);
the terms and conditions of the Transaction will be fully described in Neo’s management information circular (the “ Circular ”) to be mailed to Neo shareholders (the “ Neo Shareholders ”) in connection with a special meeting of the Neo Shareholders to be held to consider and, if deemed advisable, approve the Transaction; and
each of the directors and officers of the Company who hold Neo Shares or stock options will enter into voting support agreements (the “ Voting Agreements ”) pursuant to which each of them will agree to vote in favour of the Transaction.

Cormark Securities has been retained by the Board of Directors of the Company (the “Board” ) as well as the special committee of the Board (the “ Special Committee ”) to provide an opinion to each of them with respect to the fairness, from a financial point of view, of the Consideration to be paid by the Acquiror to the Neo Shareholders pursuant to the Transaction (the “ Fairness Opinion ”). We understand that the formal valuation and majority-of-the-minority shareholder approval requirements under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions do not apply in respect of the Transaction. This Fairness Opinion does not constitute a “formal valuation” within the meaning of Multilateral Instrument 61-101.

CORMARK SECURITIES’ ENGAGEMENT

Cormark Securities was initially contacted by the Company regarding its possible engagement to provide a Fairness Opinion with respect to a potential transaction on September 30, 2021. Cormark Securities was formally retained by the Board and the Special Committee pursuant to an engagement letter dated October 2, 2021 (the “ Engagement Letter ”). The terms of the Engagement Letter provide that Cormark Securities shall be paid a fixed fee upon delivery of the Fairness Opinion (the “ Fairness Opinion Fee ”) with the total amount to be paid on oral delivery of the Fairness Opinion and additional fees upon verbal delivery of each additional opinion to the Board or Special Committee, if necessary. The Fairness Opinion Fee is not contingent in whole or in part on the success or completion of the Transaction or on the conclusions reached in the Fairness Opinion. In addition, Cormark Securities is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by the Company, in certain circumstances, against certain expenses, losses, claims, actions, damages and liabilities incurred in connection with the provision of its services pursuant to the Engagement Letter. The fees paid to Cormark Securities in connection with the Engagement Letter are not financially material to Cormark Securities.

Royal Bank Plaza LEGAL*54234907.1 Phone: (416) 362-7485 North Tower, Suite 1800 Fax: (416) 943-6499 P.O. Box 63 Toll Free: (800) 461-2275 Toronto, ON M5J 2J2

Participating Organization: Montreal Exchange, Toronto Stock Exchange, TSX Venture Exchange

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On October 6, 2021, (in respect of the Special Committee) and on October 8, 2021 (in respect of the Board) (the “ Opinion Dates ”), Cormark Securities orally delivered the Fairness Opinion to the Special Committee and the Board respectively based upon and subject to the scope of review, analyses, assumptions, limitations, qualifications and other matters described herein. This Fairness Opinion provides the same opinion, in writing, as that given orally by Cormark Securities to each of the Special Committee and the Board on the respective Opinion Dates. This opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of the Investment Industry Regulatory Organization of Canada (“ IIROC ”) but IIROC has not been involved in the preparation or review of this Fairness Opinion.

CREDENTIALS OF CORMARK SECURITIES

Cormark Securities is an independent Canadian investment dealer providing investment research, equity sales and trading and investment banking services to a broad range of institutions and corporations. Cormark Securities has participated in a significant number of transactions involving public and private companies, maintains a particular expertise advising companies in the global mining sector and has extensive experience in preparing fairness opinions.

This Fairness Opinion represents the opinion of Cormark Securities and its form and content have been approved for release by a committee of senior investment banking professionals of Cormark Securities, each of whom is experienced in merger, acquisition, divestiture, valuation, fairness opinion and other capital markets matters.

INDEPENDENCE OF CORMARK SECURITIES

Neither Cormark Securities, nor any of its affiliates or associates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario)) of the Company, the Acquiror, or any of their respective associates or affiliates (collectively, the “ Interested Parties ”).

Cormark Securities has not been engaged to provide financial advisory services to any of the Interested Parties nor has it participated in any financing involving any of the Interested Parties within the past 24-month period other than Cormark Securities, together with a syndicate of investment dealers, acted as underwriters in connection with Neo’s C$30,195,000 bought deal private placement of special warrants which closed on February 10, 2021.

There are no understandings, agreements or commitments between Cormark Securities and any Interested Party with respect to any future business dealings. However, Cormark Securities may, in the future, in the ordinary course of its business, perform financial advisory or investment banking services for an Interested Party.

Cormark Securities acts as a trader and dealer, both as principal and agent, in all major financial markets in Canada and, as such, may have had, may have, and may in the future have, positions in the securities of Neo or other Interested Parties and, from time to time, may have executed or may execute transactions on behalf of such entities or other clients for which it may have received or may receive compensation. As an investment dealer, Cormark Securities conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including matters with respect to the Transaction, Neo, or other Interested Parties.

SCOPE OF REVIEW

In connection with preparing the Fairness Opinion, Cormark Securities has reviewed, relied upon (without verifying or attempting to verify independently the completeness or accuracy thereof) or carried out, among other things, the following:

a) a draft of the Arrangement Agreement, including select supporting schedules thereto;
b) a draft of the form of Voting Agreement;
c) certain publicly available information relating to the business, operations, financial condition and trading history of the Company and other select public issuers considered by Cormark Securities to be relevant;

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d) certain internal financial, operational, corporate and other information with respect to the Company, including a financial model relating to its Tres Quebradas project prepared by management of the Company (the “ Neo Management Model ”), as well as internal operating and financial projections prepared by the Company (including discussions with management with respect to such information, model and projections);
e) discussions with management of the Company, member of the Board and members of the Special Committee relating to the Company’s current business plan, financial condition and prospects;
f) the initial offer dated August 23, 2021 and revised offer dated September 24, 2021 from the Acquiror;
g) public information with respect to select precedent transactions that we considered relevant;
h) investment research reports published by equity research analysts and industry sources regarding Neo and other public issuers to the extent considered by Cormark Securities to be relevant;
i) a letter of representation as to certain factual matters and the completeness and accuracy of certain information upon which the Fairness Opinion is based, addressed to us and dated as of the date hereof, provided by the Chief Executive Officer (“ CEO ”) and Chief Financial Officer (“ CFO ”) of the Company (the “ Certificate ”); and
j) such other economic, financial, market, industry and corporate information, investigations, analyses and discussions as we considered necessary or appropriate.

Cormark Securities has not, to the best of its knowledge, been denied access by the Company to any information requested by Cormark Securities. Cormark Securities did not meet with the auditors of the Company and has assumed the accuracy, completeness and fair presentation of, and has relied upon, without independent verification, the consolidated financial statements of the Company and the reports of the auditors thereon.

PRIOR VALUATIONS

The Company has represented to Cormark Securities that there have not been any prior valuations (as defined in Canadian Securities Administrators’ Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ) of the Company or its material assets or its securities in the past twenty-four month period.

ASSUMPTIONS AND LIMITATIONS

Cormark Securities has not been asked to prepare and has not prepared a formal valuation of the Company or any of its respective securities or assets, and the Fairness Opinion should not be construed as such. In addition, the Fairness Opinion is not, and should not be construed as, advice as to the price at which the Neo Shares may trade at any future date. Cormark Securities was similarly not engaged to review any legal, tax or accounting aspects of the Transaction. Cormark Securities has relied upon, without independent verification or investigation, the assessment by the Company and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. In addition, the Fairness Opinion does not address the relative merits of the Transaction as compared to any other transaction involving the Company or the prospects or likelihood of any alternative transaction or any other possible transaction involving the Company, its assets or its securities. The Fairness Opinion is limited to the fairness, from a financial point of view, of the Consideration to be paid by the Acquiror in connection with the Transaction and not the strategic or legal merits of the Transaction. The Fairness Opinion does not provide assurance that the best possible price or transaction was obtained. Nothing contained herein is to be construed as a legal interpretation, an opinion on any contract or document, or a recommendation to invest or divest.

The Fairness Opinion has been provided for the exclusive use of the Board and the Special Committee and should not be construed as a recommendation to vote in favour of the Transaction or relied upon by any other person. Except for the inclusion of the Fairness Opinion in its entirety and a summary thereof (in a form acceptable to us) in the Circular, the Fairness Opinion is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without

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our prior written consent. Cormark Securities will not be held liable for any losses sustained by any person should the Fairness Opinion be circulated, distributed, published, reproduced or used contrary to the provisions of this paragraph.

The Fairness Opinion is rendered as of the Opinion Date on the basis of securities markets, economic and general business and financial conditions prevailing on that date. It must be recognized that fair market value, and hence fairness from a financial point of view, changes from time to time, not only as a result of internal factors, but also because of external factors such as changes in the economy, commodity prices, environmental laws and regulations, markets for minerals, competition and changes in consumer/investor preferences. Cormark Securities disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Fairness Opinion which may come or be brought to Cormark Securities’ attention after the Opinion Date. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Fairness Opinion after the Opinion Date, Cormark Securities reserves the right to change, modify or withdraw the Fairness Opinion.

With the approval of the Board and the Special Committee, Cormark Securities has relied upon the completeness, accuracy and fair presentation of all of the financial and other information, data, advice, opinions and representations obtained by it from public sources or provided to it by or on behalf of, or at the request of, the Company and its directors, officers, agents and advisors or otherwise (collectively, the “ Information ”) and Cormark Securities has assumed that the Information did not omit to state any material fact or any fact necessary to be stated to make the Information not misleading. The Fairness Opinion is conditional upon the completeness, accuracy and fair presentation of the Information and assumes there are no undisclosed material facts or changes with respect to the Company. Subject to the exercise of professional judgment and except as expressly described herein, Cormark Securities has not attempted to independently verify or investigate the completeness, accuracy or fair presentation of any of the Information.

With respect to any financial and operating forecasts, projections, financial models (including in respect of the Neo Management Model, to which we have not made any changes other than utilizing a lithium price assumption that we believe more accurately represents the consensus of knowledgeable observers in the industry so that we might more accurately compare the Company to its peers), estimates and/or budgets provided to Cormark Securities and used in the analyses supporting the Fairness Opinion, Cormark Securities has noted that projecting future results of any business is inherently subject to uncertainty. Cormark Securities has assumed that such forecasts, projections, financial models, estimates and/or budgets were reasonably prepared consistent with industry and past practices on a basis reflecting the best currently available assumptions, estimates and judgments of management of the Company as to the future financial performance of the Company and are (or were at the time and continue to be) reasonable in the circumstances. In rendering the Fairness Opinion, Cormark Securities expresses no view as to the reasonableness of such forecasts, projections, financial models (including the Neo Management Model), estimates and/or budgets or the assumptions on which they are based. Furthermore, Cormark Securities has not assumed any obligation to conduct, and has not conducted, any physical inspection of the properties or facilities of the Company since 2018, nor have we had any discussions with management or any representatives of the Acquiror.

The CEO and CFO of the Company have made certain representations to Cormark Securities in the Certificate with the intention that Cormark Securities may rely thereon in connection with the preparation of the Fairness Opinion, including among other things that: (a) all Information provided to Cormark Securities, directly or indirectly, orally or in writing by the Company or any of its associates or affiliates or its agents, advisors, consultants and representatives for the purpose of preparing the Fairness Opinion was, at the date such information was provided to Cormark Securities, fairly, accurately and reasonably presented and not misleading in light of the circumstances under which it was made or presented and was and is, complete, true and correct in all material respect as it relates to the Company, Zijin, and the proposed Transaction, and did not and does not contain any untrue statement of a material fact as it relates to the Company, Zijin or the Transaction or omits to state a material fact necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; (b) with respect to any portions of the Information that constitute budgets, strategic plans, financial forecasts, projections, models or estimates, they (i) were reasonably prepared and reflected the best currently available estimates and judgment of the Company; (ii) were prepared using the assumptions identified therein or otherwise disclosed to Cormark Securities, are (or were at the time of preparation) reasonable in the circumstances; (iii) are not misleading in any material respect in light of the assumptions used or in light of any developments since the time of their preparation which were disclosed to Cormark Securities; and (iv) represent the actual views of management of the financial prospects and forecasted performance regarding the Company and the Transaction; (c) since the dates on which the Information was

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provided to Cormark Securities, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company and there is no new material fact which is of a nature as to render any portion of the Information or any part thereof untrue or misleading in any material respect or which would have or which would reasonably be expected to have a material effect on the Fairness Opinion; (d) there are no material agreements, undertakings, commitments or understandings (written or oral, formal or informal) relating to the Transaction, except as have been disclosed to Cormark Securities; (f) there are no existing material facts or information, public or otherwise, which has not been filed on SEDAR or otherwise not disclosed to Cormark Securities in writing relating to the Company or its subsidiaries, which would reasonably be expected to affect the Fairness Opinion; (g) there have been no written offers or material negotiations, relating to the purchase or sale of all or a material portion of the Company’s assets, made or received within the preceding 24 months which have not been disclosed to Cormark Securities; and (h) the Company does not have any material contingent liabilities and there are no actions, suits, proceedings or inquiries, pending or, to our knowledge, threatened, against or affecting the Company or any of its subsidiaries at law or in equity or before federal, provincial, municipal or other government department, commission, bureau, board, agency or instrumentality which has or could reasonably be expected to have a material adverse effect on the Company or its subsidiaries, taken as a whole.

In its analyses and in preparing the Fairness Opinion, Cormark Securities has made numerous assumptions with respect to expected industry performance, general business and economic conditions and other matters, many of which are beyond the control of Cormark Securities or any party involved in the Transaction. In its assessment, Cormark Securities looked at several methodologies, analyses and techniques and used a combination of those approaches in order to produce its Fairness Opinion. Cormark Securities based the Fairness Opinion upon a number of quantitative and qualitative factors as deemed appropriate based on Cormark Securities’ professional experience. Cormark Securities has also assumed that the executed Arrangement Agreement and Voting Agreements will not differ in any material respect from the drafts that we reviewed, the Transaction will be consummated in accordance with the terms and conditions thereof, substantially within the time frames specified in the Arrangement Agreement without any waiver or material amendment of any material term or condition thereof, that any governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect, the disclosure provided or incorporated by reference in the Circular to be filed on SEDAR and mailed to Neo Shareholders in connection with the Transaction and any other documents in connection with the Transaction prepared by a party to the Arrangement Agreement will be accurate in all material respects and will comply with the requirements of all applicable laws, that all of the conditions required to implement the Transaction will be met, that the procedures being followed to implement the Transaction are valid and effective, and that the Circular will be distributed to Neo Shareholders in accordance with applicable laws.

FAIRNESS OPINION

Based upon and subject to the foregoing and such other matters we considered relevant, Cormark Securities is of the opinion that, as of the date hereof, the Consideration to be received by Neo Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Neo Shareholders.

Yours very truly,

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CORMARK SECURITIES INC.

APPENDIX D INTERIM ORDER

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Court File No. CV-21-00671427-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE ) MONDAY, THE 8[th] JUSTICE CONWAY ) DAY OF NOVEMBER, 2021

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT , R.S.O. 1990, c. B.16, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING NEO LITHIUM CORP., ZIJIN MINING GROUP CO., LTD. AND 2872122 ONTARIO LIMITED

NEO LITHIUM CORP.

Applicant

INTERIM ORDER

THIS MOTION made by the Applicant, Neo Lithium Corp. (“ Neo Lithium ”), for an interim order for advice and directions pursuant to section 182 of the Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as amended, (the “ OBCA ”) was heard this day by judicial videoconference via Zoom.

ON READING the Notice of Motion, the Notice of Application issued on November 3, 2021 and the affidavit of Carlos Vicens sworn November 5, 2021, (the “ Vicens Affidavit ”), including the Plan of Arrangement, which is attached as Appendix B to the draft management information circular of Neo Lithium (the “ Information Circular ”), which is attached as Exhibit A to the Vicens Affidavit, and on hearing the submissions of counsel for Neo Lithium

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and counsel for Zijin Mining Group Co., Ltd. (“ Zijin ”) and 2872122 Ontario Limited (the “ Purchaser ”).

Definitions

THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Information Circular or otherwise as specifically defined herein.

The Meeting

THIS COURT ORDERS that Neo Lithium is permitted to call, hold and conduct a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of voting common shares in the capital of Neo Lithium (each, a “ Neo Lithium Share ”), to be held virtually at - https://virtual meetings.tsxtrust.com/1232 (the “ Virtual Meeting Platform ”) on Friday, December 10, 2021 at 9:00 a.m. (Toronto time) in order for the Shareholders to consider and, if determined advisable, pass a special resolution authorizing, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement (collectively, the “ Arrangement Resolution ”), a copy of which is found at Appendix A to the Information Circular, which is attached as Exhibit A to the Vicens Affidavit.
THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the OBCA, the notice of meeting of Shareholders, which accompanies the Information Circular (the “ Notice of Meeting ”) and the articles and by-laws of Neo Lithium, subject to what may be provided hereafter and subject to further order of this court.
THIS COURT ORDERS that the right for applicable persons to attend, speak and/or vote, as applicable, at the Meeting shall be satisfied by Neo Lithium making available the

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opportunity for such persons to participate in, ask questions and/or vote, as applicable, at the Meeting by way of the Virtual Meeting Platform.

THIS COURT ORDERS that all Shareholders and their respective proxy holders entitled to attend, speak and/or vote, as applicable, at the Meeting and who participate by way of the Virtual Meeting Platform shall be deemed to be present at such Meeting, and any votes validly submitted at the Meeting by way of the Virtual Meeting Platform shall be deemed to have been made in person at the Meeting.
THIS COURT ORDERS that the record date (the “ Record Date ”) for determination of the Shareholders entitled to notice of, and to vote at, the Meeting shall be November 8, 2021.
THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting shall be:
a) Shareholders and duly appointed proxyholders;
b) the officers, directors, auditors and advisors of Neo Lithium;
c) representatives and advisors of Zijin and the Purchaser; and
d) other persons who may receive the permission of the Chair of the Meeting.
THIS COURT ORDERS that Neo Lithium may transact such other business at the Meeting as is contemplated in the Information Circular, or as may otherwise be properly before the Meeting.

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Quorum

THIS COURT ORDERS that the Chair of the Meeting shall be determined by Neo Lithium and that the quorum at the Meeting shall be not less than two persons present at the opening of the Meeting or by proxy, holding or representing in the aggregate not less than 25% of the total number of votes attaching to all Neo Lithium Shares carrying the right to vote at the Meeting.

Amendments to the Arrangement and Plan of Arrangement

THIS COURT ORDERS that Neo Lithium is authorized to make, subject to the terms of the Arrangement Agreement among Neo Lithium, Zijin and the Purchaser dated October 8, 2021 (the “ Arrangement Agreement ”), and paragraph 11, below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the Shareholders, or others entitled to receive notice under paragraphs 14 and 15 hereof, provided same are to correct clerical errors, are nonmaterial and would not, if disclosed, reasonably be expected to affect a Shareholder’s decision to vote, or are authorized by subsequent Court order, and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Court at the hearing for the final approval of the Arrangement.
THIS COURT ORDERS that, if any amendments, modifications or supplements to the Arrangement or Plan of Arrangement made after initial notice is provided as contemplated in paragraph 14 herein, which would, if disclosed, reasonably be expected to affect a

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Shareholder’s decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Court, by email, press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as Neo Lithium may determine.

Amendments to the Information Circular

THIS COURT ORDERS that Neo Lithium is authorized to make such amendments, revisions and/or supplements to the draft Information Circular as it may determine and the Information Circular, as so amended, revised and/or supplemented, shall be the Information Circular to be distributed in accordance with paragraphs 14 and 15.

Adjournments and Postponements

THIS COURT ORDERS that Neo Lithium, if it deems advisable and subject to the terms of the Arrangement Agreement, is specifically authorized to adjourn, postpone or change the venue (including holding an in-person or hybrid meeting whereby Shareholders may choose to attend in person or virtually) of the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment, postponement or change of venue (including holding an in-person or hybrid meeting whereby Shareholders may choose to attend in person or virtually), and notice of any such adjournment, postponement or change of venue (including holding an in-person or hybrid meeting whereby Shareholders may choose to attend in person or virtually) shall be given by such method as Neo Lithium may determine is appropriate in the circumstances (including solely by issuance of a press release if it so determines). This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments, postponements or changes of

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venue (including holding an in-person or hybrid meeting whereby Shareholders may choose to attend in person or virtually).

Notice of Meeting

THIS COURT ORDERS that, subject to the extent section 262(4) of the OBCA is applicable, in order to effect notice of the Meeting, Neo Lithium shall send or cause to be sent the Information Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, the form of proxy and the letter of transmittal, along with such amendments or additional documents as Neo Lithium may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the “ Meeting Materials ”), as follows:
a) to the registered Shareholders at the close of business on the Record Date, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting, by one or more of the following methods:
i) by pre-paid ordinary or first class mail at the addresses of the Shareholders as they appear on the books and records of Neo Lithium, or its registrar and transfer agent, at the close of business on the Record Date and if no address is shown therein, then the last address of the person known to the Corporate Secretary of Neo Lithium;
ii) by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or

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iii) by facsimile or electronic transmission to any Shareholder, who is identified to the satisfaction of Neo Lithium, who requests such transmission in writing and, if required by Neo Lithium;
b) to non-registered Shareholders by providing sufficient copies of the Meeting Materials to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”); and
c) to the directors and auditors of Neo Lithium by delivery in person, by recognized courier service, by pre-paid ordinary or first class mail or, by facsimile or electronic transmission, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting and that compliance with this paragraph shall constitute sufficient notice of the Meeting.
THIS COURT ORDERS that Neo Lithium is hereby directed to distribute the Information Circular (including the Notice of Application, and this Interim Order) (collectively, the “ Court Materials ”) to the holders of outstanding options to acquire Neo Lithium Shares (“ Options ”) by any method permitted for notice to Shareholders as set forth in paragraphs 14(a) or 14(b), above, or by email, concurrently with the distribution described in paragraph 14 of this Interim Order. Distribution to such persons shall be to their addresses as they appear on the books and records of Neo Lithium or its registrar and transfer agent at the close of business on the Record Date.

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THIS COURT ORDERS that accidental failure or omission by Neo Lithium to give notice of the meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of Neo Lithium, or the non-receipt of such notice shall, subject to further order of this Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of Neo Lithium, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
THIS COURT ORDERS that Neo Lithium is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials, as Neo Lithium may determine in accordance with the terms of the Arrangement Agreement (“ Additional Information ”), and that notice of such Additional Information may, subject to paragraph 11, above, be distributed by email, press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as Neo Lithium may determine.
THIS COURT ORDERS that distribution of the Meeting Materials and Court Materials pursuant to paragraphs 14 and 15 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 14 and 15 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or the Court Materials or any portion thereof need be made, or notice given or other material served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 11 above.

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Solicitation and Revocation of Proxies

THIS COURT ORDERS that Neo Lithium is authorized to use the letter of transmittal and proxies substantially in the form of the drafts accompanying the Information Circular, with such amendments and additional information as Neo Lithium may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. Neo Lithium is authorized, at its expense, to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as they may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine. Neo Lithium may waive generally, in its discretion, the time limits set out in the Information Circular for the deposit or revocation of proxies by Shareholders, if Neo Lithium deems it advisable to do so.
THIS COURT ORDERS that Shareholders shall be entitled to revoke their proxies in accordance with section 110(4) and (4.1) of the OBCA (except as the procedures of that section are varied by this paragraph) provided that any instruments in writing delivered pursuant to section 110(4)(a) and (b) of the OBCA: (a) may be deposited at the registered office of Neo Lithium or with the transfer agent of Neo Lithium as set out in the Information Circular; and (b) any such instruments must be received by Neo Lithium or its transfer agent not later than the business day immediately preceding the Meeting (or any adjournment or postponement thereof).

Voting

THIS COURT ORDERS that the only persons entitled to vote in person (or virtually) or represented by proxy on the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those Shareholders who hold Neo Lithium Shares as of the close of business on the Record Date. Illegible votes, spoiled votes, defective votes

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and abstentions shall be deemed to be votes not cast. Proxies that are properly signed and dated

but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.

THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one

vote per Neo Lithium Share held. In order for the Plan of Arrangement to be implemented, subject to further Order of this Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by:

(i) an affirmative vote of at least two-thirds (66[2] /3%) of the votes cast in respect of the Arrangement Resolution at the Meeting in person, virtually or by proxy by the Shareholders, with Shareholders voting as a single class; and
(ii) a simple majority of the votes cast in respect of the Arrangement Resolution at the Meeting in person, virtually or by proxy by the Shareholders, other than any other persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions of the Canadian Securities Regulatory Authorities, but subject to the exemptions noted therein and any exemptions granted thereunder.

Such votes shall be sufficient to authorize Neo Lithium to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Information Circular without the necessity of any further approval by the Shareholders, subject only to final approval of the Arrangement by this Court.

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THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting Neo Lithium (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each Neo Lithium Share held.

Dissent Rights

THIS COURT ORDERS that each registered Shareholder shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 185 of the OBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsections 185(6) and (7) of the OBCA, any Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to Neo Lithium in the form required by section 185 of the OBCA and the Arrangement Agreement, which written objection must be received by Neo Lithium not later than 5:00 p.m. (Toronto time) two (2) business days immediately preceding the Meeting (or any adjournment or postponement thereof), and must otherwise strictly comply with the requirements of the OBCA. For purposes of these proceedings, the “court” referred to in section 185 of the OBCA means this Court.
THIS COURT ORDERS that, notwithstanding section 185(4) of the OBCA, the Purchaser, not Neo Lithium, shall be required to offer to pay fair value, as of the day prior to approval of the Arrangement Resolution, for Neo Lithium Shares held by Shareholders who duly exercise Dissent Rights, and to pay the amount to which such Shareholders may be entitled pursuant to the terms of the Plan of Arrangement. In accordance with the Plan of Arrangement and the Information Circular, all references to the “corporation” in subsections 185(4) and 185(14) to 185(24), inclusive, of the OBCA shall be deemed to refer to “2872122

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Ontario Limited” in place of the “corporation”, and the Purchaser shall have all of the rights, duties and obligations of the “corporation” under subsections 185(14) to 185(29), inclusive, of the OBCA.

THIS COURT ORDERS that any Shareholder who duly exercises such Dissent Rights set out in paragraph 24 above and who:
i) is ultimately determined by this Court to be entitled to be paid fair value for his, her or its Neo Lithium Shares, shall be deemed to have transferred those Neo Lithium Shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to the Purchaser in consideration for a payment of cash from the Purchaser equal to such fair value; or
ii) is for any reason ultimately determined by this Court not to be entitled to be paid fair value for his, her or its Neo Lithium Shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

but in no case shall Neo Lithium, Zijin, the Purchaser or any other person be required to recognize such Shareholders as holders of Neo Lithium Shares at or after the date upon which the Arrangement becomes effective and the names of such Shareholders shall be deleted from Neo Lithium’s register of Shareholders at that time.

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Hearing of Application for Approval of the Arrangement

THIS COURT ORDERS that upon approval by the Shareholders of the Plan of Arrangement in the manner set forth in this Interim Order, Neo Lithium may apply to this Court for final approval of the Arrangement.
THIS COURT ORDERS that distribution of the Notice of Application and the Interim Order in the Information Circular, when sent in accordance with paragraphs 14 and 15, shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 29.
THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the solicitors for Neo Lithium, with a copy to counsel for Zijin and the Purchaser, as soon as reasonably practicable, and, in any event, no less than four (4) business days before the hearing of this Application at the following addresses:

FASKEN MARTINEAU DuMOULIN LLP

Barristers and Solicitors 333 Bay Street, Suite 2400 Bay Adelaide Centre, Box 20 Toronto, ON M5H 2T6

Brad Moore Tel: 416 865 4550 [email protected]

Lawyers for Neo Lithium

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TORYS LLP

79 Wellington Street West 33[rd] Floor Box 270, TD South Tower Toronto, ON M5K 1N2

Andrew Gray Tel: 416 865 7630 [email protected]

Lawyers for Zijin and the Purchaser

30. THIS COURT ORDERS that, subject to further order of this Court, the only persons

entitled to appear and be heard at the hearing of the within Application shall be:

i) Neo Lithium;
ii) Zijin and the Purchaser; and
iii) any person who has filed a Notice of Appearance herein in accordance with the

Notice of Application, this Interim Order and the Rules of Civil Procedure .

THIS COURT ORDERS that any materials to be filed by Neo Lithium in support of the within Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Court.
THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 29 shall be entitled to be given notice of the adjourned date.

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Service and Notice

THIS COURT ORDERS that the Applicants and their counsel are at liberty to serve or distribute this Interim Order, any other materials and orders as may be reasonably required in these proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to Neo Lithium’s Shareholders, creditors or other interested parties and their advisors. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations, Reg. 81000-2175 (SOR/DORS).

Precedence

THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the Neo Lithium Shares, Options or the articles or by-laws of Neo Lithium, this Interim Order shall govern.

Extra-Territorial Assistance

THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order.

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Variance

THIS COURT ORDERS that Neo Lithium shall be entitled to seek leave to vary this

Interim Order upon such terms and upon the giving of such notice as this Court may direct.

THIS COURT ORDERS that this order is effective from today’s date and is not required to be entered.

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APPENDIX E NOTICE OF APPLICATION

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APPENDIX F DISSENT PROVISIONS

185 (1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,
(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;
(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;
(c) amalgamate with another corporation under sections 175 and 176;
(d) be continued under the laws of another jurisdiction under section 181; or

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection 185 (1) of the Act is amended by striking out “or” at the end of clause (d) and by adding the following clauses: (See: 2017, c. 20, Sched. 6, s. 24)

(d.1) be continued under the Co-operative Corporations Act under section 181.1;
(d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or
(e) sell, lease or exchange all or substantially all its property under subsection 184 (3),

a holder of shares of any class or series entitled to vote on the resolution may dissent. R.S.O. 1990, c. B.16, s. 185 (1).

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in, (a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6). R.S.O. 1990, c. B.16, s. 185 (2).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares. 2006, c. 34, Sched. B, s. 35.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment, (a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986. R.S.O. 1990, c. B.16, s. 185 (3).

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Shareholder’s right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted. R.S.O. 1990, c. B.16, s. 185 (4).

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (5).

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent. R.S.O. 1990, c. B.16, s. 185 (6).

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6). R.S.O. 1990, c. B.16, s. 185 (7).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection. R.S.O. 1990, c. B.16, s. 185 (8).

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights. R.S.O. 1990, c. B.16, s. 185 (9).

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder’s name and address;
(b) the number and class of shares in respect of which the shareholder dissents; and
(c) a demand for payment of the fair value of such shares. R.S.O. 1990, c. B.16, s. 185 (10).

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent. R.S.O. 1990, c. B.16, s. 185 (11); 2011, c. 1, Sched. 2, s. 1 (9).

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Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section. R.S.O. 1990, c. B.16, s. 185 (12).

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (13).

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);
(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or
(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10). R.S.O. 1990, c. B.16, s. 185 (14); 2011, c. 1, Sched. 2, s. 1 (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or
(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,
(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and
(ii) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and
(b) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

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Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (15).

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms. R.S.O. 1990, c. B.16, s. 185 (16).

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made. R.S.O. 1990, c. B.16, s. 185 (17).

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (18).

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow. R.S.O. 1990, c. B.16, s. 185 (19).

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19). R.S.O. 1990, c. B.16, s. 185 (20).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders. R.S.O. 1990, c. B.16, s. 185 (21).

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and

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(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made, of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions. R.S.O. 1990, c. B.16, s. 185 (22).

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application. R.S.O. 1990, c. B.16, s. 185 (23).

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (24).

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (25).

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b). R.S.O. 1990, c. B.16, s. 185 (26).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment. R.S.O. 1990, c. B.16, s. 185 (27).

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (28).

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder’s full rights are reinstated; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders. R.S.O. 1990, c. B.16, s. 185 (29).

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Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities. R.S.O. 1990, c. B.16, s. 185 (30).

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission. 1994, c. 27, s. 71 (24).

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation. 1994, c. 27, s. 71 (24).

QUESTIONS MAY BE DIRECTED TO THE PROXY SOLICITATION AGENT

For questions or more information with respect to the special meeting of Neo Lithium Corp. shareholders, please contact our proxy solicitor:

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North American Toll-Free

1-800-294-5107

Collect Calls Outside North America:

1-416-682-3825

Email: [email protected]

AI assistant

NTG Clarity Networks Inc. — Proxy Solicitation & Information Statement 2021

45030_rns_2021-11-18_22566d19-6ff9-4c65-9a76-f52f9aa567b3.pdf

NEO LITHIUM CORP.

NOTICE

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

SPECIAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

THE ARRANGEMENT

BENEFITS TO NEO LITHIUM SHAREHOLDERS

OPTION HOLDERS

INFORMATION CIRCULAR AND CLOSING DATE

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS OF NEO LITHIUM, AFTER CONSULTATION WITH THE SPECIAL COMMITTEE, ITS OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

VOTING SUPPORT AGREEMENTS

APPROVAL REQUIREMENTS

REGISTERED SHAREHOLDERS

BENEFICIAL SHAREHOLDERS

SHAREHOLDER QUESTIONS

NEO LITHIUM CORP.

NOTICE OF SPECIAL MEETING OF THE COMPANY

THE BOARD OF DIRECTORS OF NEO LITHIUM, AFTER CONSULTATION WITH THE SPECIAL COMMITTEE, ITS OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

North American Toll-Free Number: 1-800-294-5107

GLOSSARY OF TERMS

“ Investment Canada Act ” means the Investment Canada Act (Canada);

“ Key Regulatory Approvals ” means the PRC Approvals and the ICA Approval;

“ Letter of Transmittal ” means the letter of transmittal accompanying this Circular;

“ OTCQX ” means the OTCQX International tier of the OTC Markets Group platform;

MANAGEMENT INFORMATION CIRCULAR

SPECIAL MEETING OF THE COMPANY TO BE HELD ON DECEMBER 10, 2021

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment and Revocation of Proxies

Changing your Vote

Registering a Proxyholder

IF YOU APPOINT A PROXYHOLDER YOU MUST SUBMIT YOUR FORM OF PROXY OR VOTING INSTRUCTION FORM APPOINTING YOUR PROXYHOLDER AND YOU MUST ENSURE THAT YOUR PROXYHOLDER REGISTERS (SEPARATELY) WITH THE TRANSFER AGENT.

Exercise of Discretion

Advice to Beneficial Holders of Common Shares

Record Date

Voting in Advance of the Meeting

Attending the Meeting and Voting Online

Cautionary Note Regarding COVID-19 Outbreak

Voting Securities and Principal Holders of Voting Securities

Exchange Rate Information

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

NOTICE TO UNITED STATES SECURITY-HOLDERS

NOTICE REGARDING INFORMATION

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT

Q. Why did I receive this package of information?

Q. What is a plan of arrangement?

Q. Does the Board support the Arrangement?

Q. What is 2872122 Ontario Limited and what is its purpose?

Q. Why is now the right time for the Arrangement?

Q. When will the Arrangement become effective?

Q. What will I receive for my Common Shares under the Arrangement?

Q. What will happen to Neo Lithium if the Arrangement is completed?

Q. Who is entitled to vote on the Arrangement Resolution at the Meeting and how will votes be counted?

Q. What approvals are required to be given by Shareholders at the Meeting?

Q. What is the quorum for the Meeting?

Q. Are the Shareholders entitled to Dissent Rights?

Q. What other conditions must be satisfied to complete the Arrangement?

Q. What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

Q. What do I need to do now in order to vote at the Meeting?

Q. How do I vote?

Q. If my Common Shares are held by my broker, will my broker vote my Common Shares for me?

Q. Should I send in my form of proxy or voting instruction form now?

Q. Can I revoke my proxy after I have voted by proxy?

Q. What are the Canadian and U.S. federal income tax consequences of the Arrangement to the Shareholders?

Q. Who can help answer my questions?

SUMMARY OF CIRCULAR

The Meeting

Date, Time and Place of Meeting

The Record Date

Purpose of the Meeting

Effect of the Arrangement

Shareholder Approval

Description of The Arrangement

See “ The Arrangement – Description of the Arrangement ”.

NTG Clarity Networks Inc. Proxy Solicitation & Information Statement 2021