Rock Tech Lithium Inc.

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Management Discussion and Analysis

MD&A March 31, 2020

PREPARED BY MANAGEMENT

Management Discussion and Analysis

For the quarter ended March 31, 2020

This Management Discussion and Analysis (“MD&A”) of Rock Tech Lithium Inc. (the “Company”) provides analysis of the Company’s financial results for quarter ended March 31, 2020 and incorporates certain information from prior fiscal years. This MD&A should be read in conjunction with the annual audited consolidated financial statements of the Company for the years ended December 31, 2019 and 2018. These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A contains statements that constitute “forward-looking” statements and other cautionary notices (refer to “Forward-Looking Statements and Estimates” in this MD&A).

Date of Report June 1, 2020

Overall Performance

The Company, a Tier 2 Listed Issuer on the TSX Venture Exchange, is a Canadian exploration company holding a 100% interest in the Georgia Lake lithium project in the Thunder Bay Mining District of Ontario.

The Georgia Lake project consists of 273 claim units and 41 mining leases. The project is located in an area underlain by metasediments and metavolcanics of Archaen age. These metasediments were invaded by large masses of Algoman granitic rocks and by numerous sills and dykes of genetically related porphyry, pegmatites and aplite. The Georgia Lake pegmatites contain lithium-bearing spodumene and have demonstrated the potential for beryl, columbite, molybdenite, amblygonite, apatite and bityite. Since acquiring the project in 2009, the Company has completed several exploration programs including prospecting, channel sampling and over 12,000 metres of drilling. As of the date of this report, the property has a National Instrument 43-101 compliant resource estimate including a measured resource estimate of 1.89 million tonnes grading 1.04% lithium oxide, an indicated resource estimate of 4.68 million tonnes grading 1.00% lithium oxide and an inferred resource estimate of 6.72 million tonnes at 1.16% lithium oxide.

The Company’s continuation as a going-concern is dependent upon the successful results of its mineral property exploration activities and its ability to raise equity capital sufficient to meet current and future obligations. As at March 31, 2020, the Company has no source of revenue, has an accumulated deficit of $34,487,613 and expects to incur further losses in the exploration and development of its mineral properties.

Property Details and Results to Date

Georgia Lake Lithium Property, Northwest Ontario

The Georgia Lake lithium project was the subject of significant historical exploration work conducted by past operators. Over 33,000 metres of drilling had been completed on the original claim blocks acquired by the Company, providing Rock Tech with an historical resource estimate. The Nama Creek claim block, located in the northeast corner of the Georgia Lake properties, was poised to go into production in the late 1950s, with a 4-compartment mine shaft being built to a depth of 153 metres.

During the year ended December 31, 2018, the Company conducted a field program consisting of prospecting and channel sampling. The Company did not recognize any impairment on the property during the period. During the year ended December 31, 2018, the Company completed an updated resource estimated and a Preliminary Economic Assessment, in accordance with NI 43-101, on its Georgia Lake property.

Exploration expenditures incurred :

	Quarter ended:	Year ended:
Georgia Lake, Ontario	March 31, 2020	December 31, 2019
Property acquisition costs
Balance, beginning of year	$ 1,420,175	$ 1,419,525
Acquisitions	-	650
Balance, end of year	1,420,175	1,420,175
Exploration and evaluation expenditures
Balance, beginning of year	2,412,478	2,113,551
Costs incurred during year:
Administration	1,369	36,763
Assaying	36,696	93,950
Camp and field costs	3,332	17,314
Environmental consulting	19,470	58,314
Geological consulting	15,844	77,638
Labour	9,246	-
Permitting and land holding costs	679	6,110
Transportation	1,183	8,838
	87,819	298,927
Balance, end of year	2,50,296	2,412,478
Total	$3,920,471	$3,832,652

Applicable Regulations and Permits

The Province of Ontario, in which the Company’s property is located, has a history of being an excellent jurisdiction in which to conduct mineral exploration. As a result, Management doesn’t anticipate encountering difficulties in obtaining the necessary work, environmental and regulatory permits for any planned exploration programs. The Company’s mineral exploration activities expose it to potential responsibilities related to the identification and protection of First Nations’ archaeological and cultural sites and artefacts that may be located within the boundaries of the Company’s claims. Management works closely with the First Nations peoples and leaderships involved in these areas to protect their interests. The costs of conducting any required archaeological studies are treated as an exploration expense. Management is not aware of any such interests that would unduly restrict its exploration activities. In July 2011, the Company entered into a Memorandum of Understanding (“MOU”) with the Bingwi Neyaashi Anishinaabek (“BNA”), Biinjitiwaabik Zaaging Anishinaabek (“BZA”), and Animbiigoo Zaagi’igan Anishinaabek (“AZA”) First Nations in regards to the development of the Georgia Lake lithium project in the Thunder Bay Mining District of northwest Ontario.

Capital Expenditures and Exploration Programs

The Company had working capital of $1,607,950 as of March 31, 2020 (2019: $1,410,913), including $1,800,031 of cash (2019: $1,596,704).

Selected Annual Information

Fiscal Year	2019	2018	2017	2016
	($)	($)	($)	($)
	IFRS	IFRS	IFRS	IFRS
Total revenue	-	-	-	-
Income/(Loss)	1,049,293	3,444,621	3,277,052	1,188,081
Basic and diluted income/(loss) per share	(0.03)	(0.10)	(0.12)	(0.06)
Total assets	5,570,982	4,840,758	5,948,183	5,249,933
Long term financial liabilities	n/a	n/a	n/a	n/a
Cash dividends declared	n/a	n/a	n/a	n/a

The Company’s financial statements are expressed in Canadian dollars and have been prepared in accordance with International Financial Reporting Standards (IFRS).

The losses, year-over-year, reflect the current stage of development of the Company and, more specifically, general administration expenses and the impairment of exploration properties that the Company has decided to abandon. The level of expenditures varies based on available funds and the exploration and promotion programs planned.

In 2019, the Company incurred $298,927 in net exploration expenditures related to the Georgia Lake property and did not recognize any impairment losses.

In 2018, the Company incurred $555,229 in net exploration expenditures related to the Georgia Lake property and did not recognize any impairment losses.

In 2017, the Company incurred $983,137 in net exploration expenditures related to the Georgia Lake property and did not recognize any impairment losses.

In 2016, the Company incurred $461,294 in net exploration expenditures related to the Georgia Lake property and did not recognize any impairment losses.

In 2015, the Company incurred $10,915 in expenditures for related to the Georgia Lake property and did not recognize any impairment losses.

In 2014, the Company incurred $3,673 in expenditures, net of tax recoveries, and recognized an impairment of $653,673 for the Lochaber and Georgia Lake properties to reduce the carrying values to estimated recoverable value.

Results of Operations for the year ended December 31, 2019 and 2018

The Company had working capital of $1,488,646 as of December 31, 2019 (2018: $1,006,425), including $1,650,864 of cash (2018: $1,226,703). The most significant expenses were:

General administration expenses of $42,224 (2018: $47,790) related to office rent, commercial liability and directors’ and officers’ insurance policies and other overhead.
Management fees of $370,000 (2018: $378,000) related to fees charged by the executive chairman and chief executive officer;
Salaries and wages of $185,000 (2018: $189,000) related to the chief financial officer;
Professional fees of $59,442 (2018: $43,021) related to assurance and general legal expenses.
Stock-based payments of $69,085 (2018: $1,801,184) related to the value of stock options granted to directors, officers, employees and consultants;

Consulting fees of $67,697 (2018: $76,158) related to the establishment of an advisory board and the engagement of technical consultants
Project investigation expenses of $237 (2018: $270,857);
Travel and promotion expenses of $227,177 (2018: $613,884) related to increased exploration, corporate development, marketing and investor relations activities during the year;
Transfer agent and filing fees of $26,678 (2018: $22,536) related personal information forms, shares-forservices and other regulatory filings.

The Company expects losses to continue unless and until it finds a commercially viable ore body or deposit and commences commercial production thereon and further expects that its loss will be greater in succeeding years as it expends funds on exploration and development.

Summary of Quarterly Results

	2020		2019	2019			2018
	Q1	Q4	Q3	Q2	Q1	Q4	Q3	Q2
Net Sales	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil
Income/(Loss)	(1,401,871)	(201,480)	(323,832)	(281,079)	(242,902)	(1,023,340)	(1,641,213)	(439,802)
Basic and Diluted Earnings/ (Loss) per share	(0.04)	(0.01)	(0.01)	(0.01)	(0.01)	(0.03)	(0.05)	(0.01)
Net Income/(Loss)	(1,401,871)	(201,480)	(323,832)	(281,079)	(242,902)	(1,023,340)	(1,641,213)	(439,802)
Basic and diluted earnings/(loss) per share	(0.04)	(0.01)	(0.01)	(0.01)	(0.01)	(0.03)	(0.05)	(0.01)

Fluctuations in the quarter-to-quarter performance are largely the result of financing and investing activities and share-based payments related to the granting of stock options to directors, officer, employees and consultants. Periods in which financings are completed tend to be accompanied by higher than average filing fees and legal expenses while periods in which investing activities are undertaken (ie – exploration programs) tend to be accompanied by higher than average general and administrative costs and other overheads necessary to support such investing activities. Fluctuations in the quarter-to-quarter performance are also due to fluctuations in the business cycle.

Results of Operations for the quarter ended March 31, 2020 and 2019

The Company’s comprehensive loss for the quarter ended March 31, 2020, was $1,401,871 (2019: $242,902). The most significant expenses were:

General administration expenses of $11,954 (2019: $10,990), related to office rent, insurance and other overhead.
Stock-based payments of $1,032,812 (2019: $Nil) related to the granting of stock options to directors, officers, employees and consultants and amendments to previously granted stock options;
Management fees of $122,500 (2019: $83,000) related to the executive chairman and the chief executive officer;
Salaries and wages of $52,500 (2019: $41,500) related to the chief financial officer;

Professional fees of $2,985 (2019: $4,327) related to legal expenses;
Consulting fees of $59,170 (2019: $27,697) related to advisory board and business development expenses;
Project investigation expenses of $19,176 (2019: $237) related to research and due diligence conducted on potential projects;
Business development and travel expenses of $78,562 (2019: $59,571) related to corporate development, investor relations and shareholder communications activities during the quarter;

Liquidity

The Company’s comprehensive loss for the quarter ended March 31, 2020, was $1,401,871 (2019: $242,902).

The Company had working capital of $1,488,646 as of December 31, 2019 (2018: $1,006,425), including $1,650,864 of cash (2018: $1,226,703).

Capital Resources

The Company has not generated any revenue and no revenue is anticipated until the Company begins extracting and selling minerals. Accordingly, the Company must continually raise funds from sources other than the sale of minerals found on its properties.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet transactions.

Related Party Balances

The following amounts due to related parties:

		March 31,		December 31,
		2020		2019
Directors and officers of the Companyand its subsidiaries	$	6,821	$	50

These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

Related Party Transactions

The Company incurred the following transactions with companies that are controlled by directors and officers of the Company:

	Quarters ended March 31,
	2020 2019
Management fees Salaries Consulting fees	$ 122,500 $ 83,000 52,500 41,500 21,730 4,667
	$196,730 $129,167

During the quarter ended March 31, 2020, the Company incurred management fees of $52,500 (2019: $41,500) payable to the former CEO of the Company.

During the quarter ended March 31, 2020, the Company incurred management fees of $17,500 (2019: $Nil) payable to the newly appointed CEO of the Company.

During the quarter ended March 31, 2020, the Company incurred management fees of $52,500 (2019: $41,500) payable to the Chairman of the Company.

During the quarter ended March 31, 2020, the Company incurred salary expenses of $52,500 (2019: $41,500) payable to the CFO of the Company.

Intercompany balances and transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Related party fees and expenses were incurred in the normal course of operations in connection with the companies owned by key management and directors. The amounts allocated to exploration consulting were capitalized to exploration and evaluation assets during the period. Expenses have been measured at the exchange amount.

Critical Accounting Estimates

Material accounting estimates usually disclosed by resource issuers such as assumptions regarding depletion, resource and production values and capital write downs are not applicable to the Company as it is at the exploration and development stage. The Company utilises certain estimates as more fully described in Note 2 to the financial statements. There have been no changes to the Company’s existing estimates.

Changes in Accounting Policies including Initial Adoption

The accounting policies followed by the Company are set out in Note 2 to the interim consolidated financial statements for the quarter ended March 31, 2020 and have been consistently followed in the preparation of the audited financial statements of the Company.

Financial Instruments and Other Risks

The Company’s financial instruments consist of cash, amounts receivable, accounts payable and accrued liabilities, and amounts due to related parties. The fair value of the Company’s arms-length financial assets and liabilities are estimated by Management to approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

The fair value of amounts due to related parties is assumed to equal its stated value. Comparable arms-length risk profiles, terms and interest rates are not available for Management to determine if any fair value adjustments are required.

The Company’s functional currency is the Canadian dollar. Currently, the Company does not use any hedging or derivative instruments to reduce its exposure to foreign currency risk.

By its very nature, the business of mineral exploration and extraction involves a high degree of risk. The Company competes with other mining enterprises, some of which have greater financial resources, for the acquisition of mineral concessions.

The Company is at risk to fluctuations in precious metal prices, the interest of investors and the availability of contractors. These factors impact upon the Company’s ability to finance its programs and to carry on operations.

Mineral development involves a high degree of risk as very few properties warrant the considerable expenditures required to initially substantiate their reserves and then to develop them into production. Consequently, very few properties are ever developed into producing mines. At present, none of the Company’s properties has a known body of commercial ore and the Company has no mineral reserves.

The recoverability of amounts capitalized for the Company’s properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to arrange economically appropriate financing to

complete the development of its properties, relevant metal prices, sufficient global and regional demand, and future profitable production or proceeds from sale.

The Company is at risk for environmental issues. Management is not aware of and does not anticipate significant environmental remediation costs or liabilities in respect of its current operations.

The Company’s mineral exploration activities expose it to potential responsibilities related to the identification and protection of First Nations’ archaeological and cultural sites and artefacts and traditional grounds that may be located within the boundaries of the Company’s leases and claims. The Company works closely with the First Nations peoples and leaderships involved in these areas to protect their interests. Costs of conducting any required archaeological studies are treated as an exploration expense. Management is not aware of any such interests that would unduly restrict its exploration activities.

The Company is not exposed to significant credit concentration or interest rate risk.

Internal Controls

The Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited interim financial statements and the audited annual financial statements and respective accompanying Management’s Discussion and Analysis.

In contrast to the certificate under National Instrument (“NI”) 52-109 (Certification of disclosure in an Issuer’s Annual and Interim Filings), the Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109.

Share Capitalization

At March 31, 2020, there were 38,804,516 common shares issued and outstanding (2019 – 34,398,588).

During the quarter ended March 31, 2020, the Company issued 3,604,622 Units at $0.45 per Unit related to the closing of a private placement. Each Unit consisted of one common share and one-half of one share purchase warrant with each whole warrant exercisable into one common share at a price of $0.70 until February 5, 2023.

At December 31, 2019, there were 35,199,894 common shares issued and outstanding (2018 – 34,398,588).

During the year ended December 31, 2019, the Company issued 778,892 common shares related to the closing of a private placement. The common shares were issued at $0.90 per unit.

During the year ended December 31, 2019, the Company issued 22,414 common shares related to a shares-forservices consulting agreement. The shares were issued at a deemed price of $0.58 per share.

At December 31, 2018, there were 34,398,588 common shares issued and outstanding (2017 – 33,365,016).

During the year ended December 31, 2018, the Company issued 500,000 common shares related to the exercise of stock options. The options had a weighted average exercise price of $0.55 per share.

During the year ended December 31, 2018, the Company issued 468,334 common shares related to the exercise of warrants. The warrants had a weighted average exercise price of $0.50 per share.

During the year ended December 31, 2018, the Company issued 65,238 common shares related to a shares-forservices consulting agreement. The shares were issued with a weighted average fair value of $1.20 per share, or $78,000.

During the year ended December 31, 2017, the Company issued 260,000 common shares related to the exercise of stock options. The options had a weighted average exercise price of $0.56 per share.

During the year ended December 31, 2017, the Company issued 6,018,978 common shares related to the exercise of warrants. The warrants had a weighted average exercise price of $0.29 per share.

During the year ended December 31, 2017, the Company issued 52,618 common shares related to a shares-forservices consulting agreement. The shares were issued with a weighted average fair value of $0.99 per share, or $52,000.

Basic and diluted loss per share

The calculation of basic and diluted loss per share for the quarter ended March 31, 2020 was based on the loss attributable to common shareholders and the weighted average number of common shares outstanding. Diluted loss per share did not include the effect of stock options and warrants as the effect would be anti-dilutive.

Stock options

The Company has adopted an incentive stock option plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the TSX-V requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the Company’s issued and outstanding common shares. In connection with the foregoing, the number of Common Shares reserved for issuance to any one person in any 12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed 5% of the outstanding Common Shares at the time of the grant, unless the Company has obtained Disinterested Shareholder Approval to exceed such limit.

On July 18, 2017, the Company granted 55,000 stock options to a director of the Company. The options have an exercise price of $0.93. The grant date fair value of the options recognized as share-based compensation in the year was $49,219, based on the Black-Scholes Option Pricing Model, with the following assumptions: risk free rate 0.86%; volatility of 150%; dividend rate 0%; forfeiture rate 0%; and expected life of 2 years.

On December 20, 2017, the Company granted 1,350,000 stock options to directors and officers of the Company. The options have an exercise price of $1.50. The grant date fair value of the options recognized as share-based compensation in the year was $1,960,582, based on the Black-Scholes Option Pricing Model, with the following assumptions: risk free rate 0.86%; volatility of 150%; dividend rate 0%; forfeiture rate 0%; and expected life of 2 years. On December 31, 2018, the expiry date of these stock options was extended to December 31, 2021 and an additional $471,389 of share-based compensation was recorded based on the Black-Scholes Option Pricing Model, with the following assumptions: risk free rate 1.85%; volatility of 108%; dividend rate 0%; forfeiture rate 0%; and expected life of 3 years. On January 14, 2020, the exercise price of these stock options was amended to $0.53 and the expiry date was extended to December 31, 2025. An additional $516,632 of share-based compensation was recorded based on the Black-Scholes Option Pricing Model, with the following assumptions: risk free rate 1.69%; volatility of 169%; dividend rate 0%; forfeiture rate 0%; and expected life of 5 years.

On January 12, 2018, the Company granted 10,000 stock options to a consultant of the Company. The options have an exercise price of $1.66. The grant date fair value of the options recognized as share-based compensation in the year was $6,751, based on the Black-Scholes Option Pricing Model, with the following assumptions: risk free rate 1.71%; volatility of 85%; dividend rate 0%; forfeiture rate 0%; and expected life of 1.5 years.

On May 23, 2018, the Company granted 25,000 stock options to a consultant of the Company. The options have an exercise price of $1.36. The grant date fair value of the options recognized as share-based compensation in the year was $11,870, based on the Black-Scholes Option Pricing Model, with the following assumptions: risk free rate 1.98%; volatility of 72%; dividend rate 0%; forfeiture rate 0%; and expected life of 1.50 years.

On August 6, 2018, the Company granted 1,505,000 stock options to a directors, officers, employees and consultants of the Company. The options have an exercise price of $0.88. The grant date fair value of the options recognized as share-based compensation in the year was $1,311,174, based on the Black-Scholes

Option Pricing Model, with the following assumptions: risk free rate 2.23%; volatility of 150%; dividend rate 0%; forfeiture rate 0%; and expected life of 3 years. On January 14, 2020, the exercise price of these stock options was amended to $0.53 and the expiry date was extended to December 31, 2025. An additional $278,901 of share-based compensation was recorded based on the Black-Scholes Option Pricing Model, with the following assumptions: risk free rate 1.69%; volatility of 234%; dividend rate 0%; forfeiture rate 0%; and expected life of 5.97 years.

On June 7, 2019, the Company granted 225,000 stock options to consultants of the Company. The options have an exercise price of $0.62. The grant date fair value of the options recognized as share-based compensation in the year was $69,085, based on the Black-Scholes Option Pricing Model, with the following assumptions: risk free rate 1.43%; volatility of 130%; dividend rate 0%; forfeiture rate 0%; and expected life of 3 years. On January 14, 2020, the exercise price of these stock options was amended to $0.53.

On January 14, 2020, the Company granted 500,000 stock options to a director and officer of the Company. The options have an exercise price of $0.43. The grant date fair value of the options recognized as share-based compensation for the period was $214,018, based on the Black-Scholes Option Pricing Model, with the following assumptions: risk free rate 1.69%; volatility of 234%; dividend rate 0%; forfeiture rate 0%; and expected life of 5.97 years.

On January 14, 2020, the Company granted 10,000 stock options to a consultant of the Company. The options have an exercise price of $0.53. The grant date fair value of the options recognized as share-based compensation for the period was $5,279, based on the Black-Scholes Option Pricing Model, with the following assumptions: risk free rate 1.69%; volatility of 234%; dividend rate 0%; forfeiture rate 0%; and expected life of 5.97 years.

On January 14, 2020, 45,000 stock options originally granted on July 18, 2017 with an exercise price of $0.93 were amended to an exercise price of $0.53. The expiry date of these stock options was also amended to December 31, 2025. An additional $17,952 of share-based compensation was recorded based on the Black-Scholes Option Pricing Model, with the following assumptions: risk free rate 1.69%; volatility of 285%; dividend rate 0%; forfeiture rate 0%; and expected life of 5.97 years.

The changes in options during the quarter ended March 31, 2020 and 2019 are as follows:

	March 31, 2020 Number of options Weighted average exerciseprice 3,510,000 $ 1.67 510,000 0.43 - - (500,000) 0.05 (10,000) 1.66 3,510,000 $0.51	March 31, 2019
		Number of options Weighted average exerciseprice
Options outstanding, beginning Options granted Options exercised Options cancelled Options expired		3,435,000 $ 1.67 - - - - - - (50,000) 1.12
Options outstanding,ending		3,385,000 $1.01

Details of options outstanding at March 31, 2020 are as follows:

			Weighted average grant date
Number outstanding	Price	Remaining Life	fair value
500,000	$0.43	5.76 years	$0.428
10,000	$0.53	5.76 years	$0.528
225,000	$0.53	2.18 years	$0.307
1,480,000	$0.53	5.76 years	$0.871
45,000	$0.53	5.76 years	$0.895
1,250,000	$0.53	5.76years	$1.452

Warrants

	March 31, 2020 Number of warrants Weighted average exerciseprice 1,835,002 $ 0.93 1,802,311 0.70 - - 3,637,313 $ 0.82	March 31, 2019
		Number of warrants Weighted average exerciseprice
Warrants outstanding, beginning Warrants issued Warrants exercised		1,445,556 $ 1.45 - - - -
Warrants outstanding,ending		1,445,556 $1.45

Details of warrants outstanding as at March 31, 2020 are as follows:

Number outstanding	Price	Remaining Life
389,446	$0.85	2.02 years
1,445,556	$0.95	0.73 years
1,802,311	$0.70	2.85years

On January 14, 2020, the Company amended the exercise price of 389,446 warrants to $0.85; these warrants had an exercise price of $1.25 on the date of issuance. Additionally, the Company amended the exercise price of 1,445,556 warrants to $0.95; these warrants had an exercise price of $1.45 on the date of issuance.

Management and Board of Directors

The current directors and officers are:

Dirk Harbecke – Director, Chairman Dr. Peter Kausch - Director Martin Stephan – Director Simon Bodensteiner, Director, CEO Brad Barnett – Director, CFO, Corporate Secretary

Events After the Reporting Period

On May 15, 2020, disinterested shareholder approval was received for amendments to certain stock options granted to Insiders of the Company (as announced on January 15, 2020). On May 19, 2020, the TSX Venture Exchange approved the stock option amendments (see Note 6).

Website

The Company maintains a website at www.rocktechlithium.com which serves as an information source for its investors.

Cautionary Note on Forward-looking statements

Some of the statements contained in this report are forward-looking statements, such as estimates and statements that describe the Company’s future plans, expectations, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “intends”, “expects”, “estimates”, “may”, “could”, “could”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events or conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, reclamation, capital cost, and the Company’s financial condition and prospects could differ materially from those currently anticipated in such statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company’s forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading “Other Risks” elsewhere in this MD&A. Therefore, the reader is cautioned not to place undue reliance on forward-looking statements. Further, the Company disclaims any obligation or intention to update or to revise any forward-looking statement, whether as a result of new information, future events, or otherwise except as may be required under applicable securities legislation.

The information contained within this discussion, by its very nature, is not a thorough summary of all matters and developments concerning the Company. This information should be considered with all of the disclosure documents of the Company. The information contained herein is not a substitute for a detailed investigation or an analysis of any issue related to the Company. No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented.

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Rock Tech Lithium Inc. Management Reports 2020

43849_rns_2020-06-01_bd71a22b-0ee6-4875-bd11-206c5105ccc6.pdf