Rock Tech Lithium Inc. — Proxy Solicitation & Information Statement 2020

Apr 22, 2020

ROCK TECH LITHIUM INC.

600 - 777 Hornby Street Vancouver, BC V6Z 1S4 Telephone: (778) 358-5200

INFORMATION CIRCULAR

(Containing Information as at April 9, 2020, unless otherwise stated)

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management (the "Management") of ROCK TECH LITHIUM INC. (the "Company"), for use at the Annual General and Special Meeting (the "Meeting") of the shareholders (the "Shareholders") of the Company, to be held on Friday, the 15th day of May, 2020, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of proxy (the " Instrument of Proxy ") are directors and/or officers of the Company. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY'S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE TRUST COMPANY OF CANADA, 100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF.

The Instrument of Proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

A Shareholder who has given a proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal, or signed by a duly authorized officer and registrar and transfer agent, Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chairperson of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Instrument of Proxy will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxy holder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The Instrument of Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, the Management is not aware that any such amendments, variations or other matters are to be presented

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for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an " Ordinary Resolution ") unless the motion requires a " Special Resolution ", in which case a majority of not less than two thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, common shares held by Shareholders of the Company who are also "insiders", as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

ADVICE TO BENEFICIAL SHAREHOLDERS

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 in this Information Circular as " Beneficial Shareholders ") should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of common shares 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. In Canada, the vast majority of such common shares are registered under the name CDS & Co. (the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms). The common shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker 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 shares are voted at the Meeting. The purpose of the Instrument of Proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the common shares on how to vote such shares on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (" Broadridge "). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote common shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such common shares are voted.

There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities which they own (" OBOs " for Objecting Beneficial Owners) and those who do not object to their name being made known to the issuers of the securities they own (" NOBOs " for Non-Objecting Beneficial Owners). Pursuant to National Instrument 54-101 issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy related materials directly to NOBOs. NOBOs can expect to receive a s VIF Broadridge. In addition, Computershare Trust Company provides internet voting as described on the VIF itself which contains complete instructions. Broadridge will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

These security holder materials are being sent to both registered and non-registered owners of the shares of the Company. If you are a non-registered owner and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. In this event, by choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting common shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for a shareholder and vote common shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote

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their common shares as proxyholder for the registered shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their common shares as a proxyholder.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company's authorized capital consists of an unlimited number of common shares (" Common Shares ") without par value and an unlimited number of preferred shares (" Preferred Shares "). As at April 9, 2020, the record date of the Meeting, the Company had 38,804,516 Common Shares issued and outstanding, each Common Share carrying the right to one vote, and no Preferred Shares issued and outstanding.

Any shareholder of record at the close of business on April 9, 2020 who either personally attends the Meeting or who has completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such Shareholder's shares voted at the Meeting.

To the knowledge of the directors and senior officers of the Company, no Shareholders own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company as at April 9, 2020, other than Mr. Dirk Harbecke, chairman of the Company, who owns 14% of the voting rights.

EXECUTIVE COMPENSATION

In accordance with the provisions of applicable securities legislation, the Company had three "named executive officers" during the financial years ended December 31, 2018 and December 31, 2019: Mr. Dirk Harbecke, Chairman, Mr. Martin Stephan, Chief Executive Officer and Mr. Brad Barnett, Chief Financial Officer.

Definitions: For the purpose of this Information Circular:

"CEO" means an individual who acted as chief executive officer of the company, or acted in a similar capacity, for any part of the financial years ended December 31, 2018 and December 31, 2019;

"CFO" means an individual who acted as chief financial officer of the company, or acted in a similar capacity, for any part of the financial years ended December 31, 2018 and December 31, 2019;

"closing market price" means the price

on the applicable date,

• (a) e in Canada, or

• (b) if the security is not listed or quoted on a marketplace in Canada, in th l marketplace;

"company or corporation" includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

"equity incentive plan" means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of Section 3870 of the Handbook;

"incentive plan" means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

"incentive plan award" means compensation awarded, earned, paid or payable under an incentive plan;

"NEO" or "named executive officer" means each of the following individuals:

• (a) a CEO;

• (b) a CFO;

• (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6, for that financial year; and

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• (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year;

"non-equity incentive plan" means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

" option-based award " means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features;

"plan" includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons;

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis describes actices with respect to the 2018 and 2019 compensation of its named executive officers, being its Chairman, Dirk Harbecke, its CEO, Martin Stephan, and its CFO Brad Barnett, each an NEO. No other individuals are considered NEOs as such term is defined in Form 51-102F6 Statement of Executive Compensation.

Compensation Philosophy, Objectives and Process

The primary goal of the Comp rocess is to attract and retain the key executives necessary for its long-term success, to encourage executives to further the development of the Company and its operations, and to motivate top quality and experienced executives. The Company does not have a formal compensation program. The Board of Directors (the Board meets to discuss and determine management compensation, without reference to formal objectives, criteria or analysis. The general objectives of the Company o (a) compensate management in a manner that encourages and rewards a high level of performance and results with a view to increasing long-term shareholder value; (b) interests with the long-term interests of shareholders; (c) provide a compensation package that is commensurate with other junior mineral exploration companies to enable the Company to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Company is under by virtue of the fact that it is a junior mineral exploration company without a history of earnings. The Board ensures that total compensation paid to all NEOs is fair and reasonable. The Board relies on the experience of its members in assessing compensation levels.

Analysis of Elements

The key elements of executive compensation awarded by the Company are base salary and incentive stock options. There is no policy or target regarding cash and non-cash compensation program. The directors are of the view that all elements should be considered, rather than any single element. Some examples of elements would include without limitation: (a) the understanding of the amount of compensation generally paid by similarly situated companies to their executives with similar roles and responsibilities; (b) the current competitive market conditions; (c) the executive performance during the fiscal year; (d) the roles and responsibilities of the Com Named Executive Officers; (e) the individual experience and skills of, and expected contributions from, the Named Executive Officers; (f) the Compan Named Executive Officers' historical compensation and performance within the Company; and (g) any contractual commitments the Company has made to its Named Executive Officers regarding compensation. The Company does not currently provide the executive officers with personal benefits nor does the Company provide additional compensation to the NEOs for serving as directors or as members of other committees. Base salary is not evaluated

STOCK OPTIONS

The Company has a stock option plan Plan f stock options to the directors, officers and consultants of the Company. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating such persons and to closely align the personal interest of Shareholders. The allocation of options under the Plan is determined by the Board which, in determining such allocations, considers such factors as previous grants to individuals, overall company performance, peer company performance, share price performance, the business environment and labour market, the role and performance of the individual in question and, in the case of grants to non-executive directors, the amount of committee.

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NEO SUMMARY COMPENSATION TABLE

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Salary, Value of all
NEO Name Year consulting fee, Committee Value of other Total
and retainer or Bonus or meeting perquisites compensation compensation
Principal Position commission ($) fees ($) ($) ($)
($) ($)
2019 $185,000 Nil Nil Nil Nil $185,000
Dirk Harbecke [(1)]
2018 $189,000 Nil Nil Nil Nil $189,000
Chairman
2017 $180,000 Nil Nil Nil Nil $180,000
Martin Stephan [(2)] 2019 $185,000 Nil Nil Nil Nil $185,000
CEO and a director 2018 $189,000 Nil Nil Nil Nil $189,000
2017 $180,000 Nil Nil Nil Nil $180,000
2019 $185,000 Nil Nil Nil Nil $185,000
Brad Barnett [(3)]
2018 $189,000 Nil Nil Nil Nil $189,000
CFO and a director
2017 $180,000 Nil Nil Nil Nil $180,000
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(1) Mr. Harbecke was appointed as Chairman on February 16, 2015.

(2) Mr. Stephan was appointed as CEO on February 16, 2015. Mr. Stephan resigned as CEO on March 16, 2020.

(3) Mr. Barnett was appointed as CFO on October 29, 2014.

NEO INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out certain information respecting each NEO's share-based and option-based awards outstanding at the end of the financial years ended December 31, 2018 and December 31, 2019, including awards granted before the financial years ended December 31, 2018 and December 31, 2019.

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COMPENSATION SECURITIES
Name and Type of Number of Date of issue or Issue, Closing price Closing price Expiry date
position compensation compensation grant conversion or of security or of security or
security securities, number of exercise price underlying underlying
underlying ($) security on security at
securities, and date of grant year end
percentage of class ($) ($)
Dirk Harbecke 345,000 / 10% August 6, 2018 $0.88 $0.88 $0.45 August 6, 2022
Chairman Stock options 350,000 / 10% December 20, 2017 $1.50 $1.49 $0.45 December 31, 2021
Martin Stephan 345,000 / 10% August 6, 2018 $0.88 $0.88 $0.45 August 6, 2022
CEO [(1)] Stock options 350,000 / 10% December 20, 2017 $1.50 $1.49 $0.45 December 31, 2021
Brad Barnett 500,000 / 14% June 1, 2015 $0.05 $0.05 $0.45 May 31, 2020
CFO Stock options 250,000 / 17% December 20, 2017 $0.88 $0.88 $0.45 December 31, 2021
745,000 / 21% August 6, 2018 $1.50 $1.49 $0.45 August 6, 2022
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(1) Mr. Stephan resigned as CEO on March 16, 2020.

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The following table sets forth information concerning all awards exercised during the financial years ended December 31, 2018 and December 31, 2019, for each named executive officer.

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COMPENSATION SECURITIES
Name and Year Type of Number of Exercise Date of exercise Closing price Difference Total value on
position compensation underlying price per of security between exercise date
security securities security or exercise price ($)
exercised ($) underlying and closing
security on price on date
date of of exercise
exercise ($)
($)
Dirk Harbecke 2019 Stock options Nil Nil Nil N/A N/A N/A
Chairman 2018 Stock options 200,000 $0.55 July 23, 2018 $1.19 $0.64 $128,000
Martin Stephan 2019 Stock options Nil Nil Nil N/A N/A N/A
CEO [(1)] 2018 Stock options 50,000 $0.55 July 19, 2018 $1.19 $0.64 $32,000
Brad Barnett 2019 Stock options Nil Nil Nil N/A N/A N/A
CFO 2018 Stock options Nil Nil Nil N/A N/A N/A
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(1) Mr. Stephan resigned as CEO on March 16, 2020.

Incentive Plan Awards Value Vested or Earned During the Year

The following table sets out certain information respecting the value of each NEO's share-based and option-based awards that became vested or were earned during the financial years ended December 31, 2018 and December 31, 2019.

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Non-equity incentive plan
Name Year Option-based awards Share-based awards compensation
Value vested during the Value vested during the Value earned during the
year [(1)] year year
($) ($) ($)
Dirk Harbecke 2019 $Nil $Nil $Nil
2018 $300,564 $Nil $Nil
Martin Stephan [(2)] 2019 $Nil $Nil $Nil
2018 $300,564 $Nil $Nil
Brad Barnett 2019 $Nil $Nil $Nil
2018 $649,044 $Nil $Nil
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(1) Deemed fair value of options granted during the fiscal year, based on the fair value model.

(2) Mr. Stephan resigned as CEO on March 16, 2020.

Narrative Discussion

The grant of stock options to NEOs pursuant to the Plan is discussed above under the heading "Stock Options."

NEO TERMINATION AND CHANGE OF CONTROL BENEFITS

There are no provisions in any contract, agreement, plan or arrangement that provides for payments to an NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control in the Company or a change in the NEO's responsibilities.

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DIRECTOR COMPENSATION

Director Compensation Table

The following table sets out certain information respecting the compensation paid to directors of the Company who were not NEOs during the Company's financial years ended December 31, 2018 and December 31, 2019:

DIRECTORS COMPENSATION TABLE

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Salary, Value of all other
Director Name Year consulting fee, Committee or Value of compensation Total
and retainer or Bonus meeting fees perquisites ($) compensation
Principal Position commission ($) ($) ($) ($)
($)
Dr. Peter Kausch 2019 $22,667 Nil Nil Nil Nil $22,667
2018 $16,000 Nil Nil Nil Nil $16,000
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Narrative Discussion

Except as stated herein, there were no arrangements under which directors of the Company who were not NEOs were compensated by the Company or its subsidiaries during the financial years ended December 31, 2018 and December 31, 2019 for their services in their capacity as directors or consultants.

The Company has the Plan for the granting of incentive stock options to the directors, officers, key employees and consultants. The purpose of granting options pursuant to the Plan is to assist the Company in compensating, attracting, retaining and motivating the directors, officers, key employees and consultants of the Company and to closely align the personal interests of such persons to that of the shareholders. For further details as to the specific terms of the Com proposed stock option plan, see below under the heading "Particulars of Other Matters to be Acted Upon Confirmation of Rolling Stock Option Plan".

SHARE-BASED AWARDS, OPTION-BASED AWARDS AND NON-EQUITY INCENTIVE PLAN COMPENSATION

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out certain information respecting share-based and option-based awards outstanding at the end of the financial years ended December 31, 2018 and December 31, 2019, including awards granted before the most financial years ended December 31, 2018 and December 31, 2019, for the directors of the Company who were not NEOs.

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COMPENSATION SECURITIES
Name and Type of Number of Date of issue or Issue, Closing price Closing price Expiry date
position compensation compensation grant conversion of security or of security or
security securities, number or exercise underlying underlying
of underlying price security on security at year
securities, and ($) date of grant end [(2)]
percentage [(1)] of ($) ($)
class
45,000 July 27, 2017 $0.93 $0.91 $0.45 December 31, 2021
Dr. Peter Kausch Stock Options 45,000 August 6, 2018 $0.88 $0.88 $0.45 August 6, 2022
75,000 December 20, 2017 $1.50 $1.49 $0.45 December 31, 2021
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The following table sets forth information concerning all awards exercised during the financial years ended December 31, 2018 and December 31, 2019, for each director of the Company other than the Named Executive Officers of the Company.

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COMPENSATION SECURITIES
Name and Year Type of Number of Exercise Date of exercise Closing Difference Total value
position compensation underlying price per price of between on exercise
security securities security security or exercise price date
exercised ($) underlying and closing ($)
security on price on date
date of of exercise
exercise ($)
($)
Dr. Peter Kausch 2019 Stock Options Nil N/A N/A N/A N/A N/A
2018 Stock Options Nil N/A N/A N/A N/A N/A
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Incentive Plan Awards Value Vested or Earned During the Year

The following table sets out certain information respecting the value of share-based and option-based awards that became vested or were earned during the financial years ended December 31, 2018 and December 31, 2019 for the directors of the Company who were not NEOs.

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Non-equity incentive plan
Name Year Option-based awards Share-based awards compensation
Value [(1)] vested during the Value vested during the Value earned during the
year year year
($) ($) ($)
Dr. Peter Kausch 2019 $Nil N/A N/A
2018 $39,204 N/A N/A
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(1) Deemed fair value of options granted during the fiscal year, based on the fair value model.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION

The following table sets forth information with respect to all compensation plans under which equity securities are authorized for issuance as of December 31, 2018 and December 31, 2019:

EQUITY COMPENSATION PLAN INFORMATION

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Number of securities
Number of securities to be Weighted-average remaining available for
Plan Category Year issued upon exercise of exercise price of outstanding future issuance under equity
outstanding options, options, warrants and rights compensation plans [(1)]
warrants and rights (excluding securities
reflected in column (a))
(a) (b) (c)
Equity compensation plans 2019 5,345,003 $1.12 9,989
approved by securityholders 2018 4,880,556 $1.14 4,859
Equity compensation plans 2019 Nil N/A Nil
not approved by 2018 Nil N/A Nil
securityholders
2019 5,345,003 $1.12 9,989
TOTAL
2018 4,880,556 $1.14 4,859
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(1) Represents the Plan of the Company, which reserves a number of common shares equal to 10% of the then outstanding common shares from time to time for issue pursuant to stock options.

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For further information on the Plan, refer to the heading "Confirmation of Rolling Stock Option Plan."

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, other than indebtedness that has been entirely repaid on or before the date of this information circular or "routine indebtedness" as defined in Form 51-102F5 of National Instrument 51-102 none of:

• a) the individuals who are, or at any time since the beginning of the financial years ended December 31, 2018 and December 31, 2019 of the Company were, a director or executive officer of the Company;

• b) the proposed nominees for election as a director of the Company; or

• c) any associates of the foregoing persons,

is, or at any time since the beginning of the financial years ended December 31, 2018 and December 31, 2019 has been, indebted to the Company or any subsidiary of the Company, or is a person whose indebtedness to another entity is, or at any time since the beginning of the financial years has been, the subject of a guarantee support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any subsidiary of the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, "Informed Person" means (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the Notes to the Company's financial statements for the financial years ended December 31, 2018 and December 31, 2019, none of:

• the Informed Persons of the Company; the proposed nominees for election as a director of the Company; or any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the financial years ended December 31, 2018 and December 31, 2019 of the Company or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

MANAGEMENT CONTRACTS

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

FINANCIAL STATEMENTS

The audited financial statements of the Company as at and for the periods ended December 31, 2018 and December 31, 2019 (the " Financial Statements "), together with the Auditor's Report thereon, will be presented to Shareholders at the Meeting. The Financial Statements, together with the Auditor's Report thereon and the Company's Management Discussion and Analysis, are being mailed only to those Shareholders who are on the supplemental mailing list maintained by the Company's registrar and transfer agent. Copies of the Financial Statements, together with the Auditor's Report thereon and the Company's Management Discussion and Analysis, Notice of Meeting, Information Circular and Proxy will be available on the SEDAR website at www.sedar.com and the Company's office at Suite 600 777 Hornby Street, Vancouver, BC, V6Z 1S4.

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ELECTION OF DIRECTORS

The persons named in the enclosed Instrument of Proxy intend to vote in favour of fixing the number of directors at five (5). Although Management is nominating five (5) individuals to stand for election, the names of further nominees for directors may come from the floor at the Meeting.

Each director of the Company is elected annually and holds office until the next Annual General Meeting of Shareholders or until his successor is duly elected, if his office is earlier vacated, in accordance with the Articles of the Company.

In the absence of instructions to the contrary, the Common Shares represented by Proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a director.

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

The following table sets out the names of the persons proposed to be nominated by Management for election as a director, the province or state and country in which he is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which he has been a director of the Company, the respective principal occupations or employment during the past five years if such nominee is not presently an elected director and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular. The five nominees are all currently directors of the Company.

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No. of Shares
Name, Province and Country of Ordinary
Beneficially Owned,
Residence and Positions Held with the
Date First Became a Directly or
Company [(1)] Principal Occupation Director Indirectly [(2)]
DIRK HARBECKE [(3)]
Leukerbad, Switzerland Entrepreneur, Investor and Strategic Advisor August 11, 2011 5,245,434
Director
DR. PETER KAUSCH [(3)]
Bruehl, Germany Owner, Managing Director of Rohstoffberatung July 18, 2017 14,000
Director
MARTIN STEPHAN [(3)]
Berlin, Germany Financial Consultant July 3, 2013 1,876,500
Director
SIMON BODENSTEINER
Managing Director of Bodensteiner Mine Consulting
Dachau, Germany GmbH March 16, 2020 225,722
President, CEO and Director
BRAD BARNETT Chief Financial Officer, Corporate Secretary of Rock
Vancouver, Canada Tech Lithium Inc. September 13, 2016 134,284
CFO, Corporate Secretary and Director
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(1) The information as to the province and country of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective directors individually as of April 9, 2020 being the record date of this information circular.

(2) The information as to shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors.

(3) Proposed Member of the Audit Committee.

The Company does not currently have an Executive Committee of its Board of Directors. The current members of the Audit Committee are: Dirk Harbecke, Dr. Peter Kausch and Martin Stephan. After the Meeting, the members of the Audit Committee are proposed to be: Dirk Harbecke, Dr. Peter Kausch and Martin Stephan.

• 11 -

None of the proposed nominees for directorship have, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their assets.

No proposed director (including any personal holding company of a proposed director), is:

• (1) as at the date of the Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

• A. was the subject of a cease trade order (including a management cease trade order which applies to directors or executive officers), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued while such person was acting in the capacity as director, chief executive officer or chief financial officer;

• B. was subject to an order that was issued after such person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer;

• (2) as at the date of the Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

• A. is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

• B. has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

• C. has been subject to:

  • i. any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000 or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or

  • ii. any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

AUDIT COMMITTEE DISCLOSURE

The charter of the Company's audit committee and the other information required to be disclosed by Form 52-110F2 is attached to this Information Circular as Schedule "A".

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CORPORATE GOVERNANCE

The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance Practices is attached to this information circular as Schedule "B".

APPOINTMENT AND REMUNERATION OF AUDITORS

Management recommends the re-appointment of Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, of 1700 1140 West Pender Street, Vancouver, BC V6E 4G1, as auditors for the Company, to hold office until the next Annual General Meeting of the Shareholders at a remuneration to be fixed by the Board of Directors, and the persons named in the enclosed Proxy intend to vote in favour of such re-appointment. Dale Matheson Carr-Hilton Labonte LLP have acted as the Company's auditor since January 28, 2008.

MANAGEMENT CONTRACTS

The Company is not a party to a management contract with anyone other than directors or executive officers of the Company.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

CONFIRMATION OF ROLLING STOCK OPTION PLAN

Under the policies of the TSX Venture Exchange (the " Exchange "), a rolling stock option plan must be re-approved on a yearly basis by shareholders. In addition to the foregoing, the Exchange recently implemented changes to its policies governing stock option plans and stock option grants for Tier 2 Issuers, and the Company proposes to adopt its stock option plan to incorporate the Exchange's changes to its policies.

Accordingly, Shareholders will be asked to pass an ordinary resolution approving the Plan, to accommodate the Exchange's new policies governing stock option plans. The details of the Plan are set forth below. Management recommends, and the persons named in the enclosed form of proxy intend to vote in favour of, the re-approval of the Plan.

• the Plan reserves, for issue pursuant to stock options, a maximum number of common shares equal to 10% of the outstanding Common Shares of the Company from time to time, with no mandatory vesting provisions;

• the number of Common Shares reserved for issue to any one person in any 12 month period under the Plan may not exceed 5% of the outstanding Common Shares at the time of grant without Disinterested Shareholder Approval (as defined in Policy 4.4 of the Exchange);

• the number of Common Shares reserved for issue to any Consultant (as defined by the Exchange) in any 12 month period under the Plan may not exceed 2% of the outstanding Common Shares at the time of grant;

• the aggregate number of Common Shares reserved for issue to any Employee (as defined by the Exchange) conducting Investor Relations Activities (as defined by the Exchange) in any 12 month period under the Plan may not exceed 2% of the outstanding Common Shares at the time of grant;

• the exercise price per Common Share for a stock option may not be less than the Discounted Market Price (as calculated pursuant to the policies of the Exchange);

stock options may have a term not exceeding ten years;

• if an optionee ceases to be an Eligible Person (as defined by the Exchange), each option held by such optionee shall terminate no later than the earlier of the Expiry Date and the date which is 30 days after such event, always provided that the Board may, in its discretion, extend the date of such termination and the resulting period in which such Option remains exercisable to a date not exceeding the earlier of the Expiry Date and the date which is twelve months after such event, and further provided that the Board may, in its discretion, on a case-by-case basis and only with the approval of the Exchange,

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further extend the date of such termination and the resulting period in which such Option remains exercisable to a date exceeding the date which is after twelve months of such event.;

stock options are non-assignable and non-transferable; and

the Plan contains provisions for adjustment in the number of common shares or other property issuable on exercise of stock options in the event of a share consolidation, split, reclassification or other relevant change in the common shares, or an amalgamation, merger or other relevant change in the Company's corporate structure, or any other relevant change in the Company's capitalization.

Pursuant to the Board of Directors' authority to govern the implementation and administration of the Plan, all previously granted and outstanding stock options shall be governed by the provisions of the Plan.

A copy of the Plan is available on request from the Company.

The text of the resolution to be passed is as follows. In order to be passed, a majority of the votes cast at the Meeting or in person or by proxy must be voted in favour of the resolution. The persons named in the enclosed Proxy intend to vote for such resolution:

" BE IT RESOLVED THAT the Company's Stock Option Plan dated April 9, 2020, be and is hereby ratified, confirmed and approved with such additional provisions and amendments, provided that such are not inconsistent with the Policies of the Exchange, as the directors of the Company may deem necessary or advisable."

APPROVAL OF STOCK OPTION AMENDMENTS

As announced by the Company on January 15, 2020, certain stock options granted to directors, employees and consultants were amended (the Amendments ). A portion of these stock options were granted to individuals considered to be Insiders of the Company. Under the policies of the Exchange, the Company must obtain disinterested Shareholder approval for any amendment to stock options held by Insiders that would have the effect of decreasing the exercise price of the stock options.

Accordingly, disinterested Shareholders will be asked to pass an ordinary resolution approving the Amendments. The details of the Amendments are set forth below. Management recommends, and the persons named in the enclosed form of proxy intend to vote in favour of, the Amendments.

==> picture [543 x 185] intentionally omitted <==

----- Start of picture text -----

Name of the Insider Number of Stock Options to be Current Exercise Price Proposed Exercise Price
Amended
Dirk Harbecke 345,000 $0.88 $0.53
Chairman 350,000 $1.50 $0.53
45,000 $0.88 $0.53
Dr. Peter Kausch
75,000 $1.50 $0.53
Director
45,000 $0.93 $0.53
Martin Stephan 345,000 $0.88 $0.53
Director 350,000 $1.50 $0.53
Brad Barnett
745,000 $1.50 $0.53
Director, Chief Financial Officer and
250,000 $0.88 $0.53
Corporate Secretary
----- End of picture text -----

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The text of the resolution to be passed is as follows. In order to be passed, a majority of the votes cast at the Meeting or in person or by proxy must be voted in favour of the resolution. The persons named in the enclosed Proxy intend to vote for such resolution:

" BE IT RESOLVED THAT the amendments to stock options granted to Insiders announced on January 15, 2020, be and are hereby ratified, confirmed and approved with such additional provisions and amendments, provided that such are not inconsistent with the Policies of the Exchange, as the directors of the Company may deem necessary or advisable."

As of the date of this Information Circular, Management knows of no other matters to be acted upon at this Meeting. However, should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company's Financial Statements and Management Discussion and Analysis may be obtained without charge upon request from the Company, at Suite 600 777 Hornby Street, Vancouver, BC V6Z 1S4, phone (778) 358-5200 and such documents will be sent by mail or electronically by email as may be specified at the time of the request.

DIRECTOR APPROVAL

The contents of this Information Circular and the sending thereof to the Shareholders of the Company have been approved by the Board of Directors.

DATED at Vancouver, British Columbia, this 16[th] day of April, 2020.

ROCK TECH LITHIUM INC.

DIRK HARBECKE

DIRK HARBECKE Chairman

SCHEDULE "A" ROCK TECH LITHIUM INC. FORM 52-110F2 AUDIT COMMITTEE DISCLOSURE

ITEM 1: THE AUDIT COMMITTEE'S CHARTER

Purpose

The overall purpose of the Audit Committee (the "Committee") of ROCK TECH LITHIUM INC. (the "Company") is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company, and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Board that through the involvement of the Committee, the external audit will be conducted independently of the ent to ensure that the independent auditors serve the interests of Shareholders rather than the interests of Management of the Company. The Committee will act as a liaison to provide better communication between the Board and the external auditors. The Committee will monitor the independence and performance of the ependent auditors.

Composition, Procedures and Organization

• (1) The Committee shall consist of at least three members of the Board of Directors (the "Board").

• (2) At least two (2) members of the Committee shall be independent[1] and the Committee shall endeavour to appoint a majority of independent directors to the Committee subject to NI 52-110 (as defined herein), who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Committe . At least one (1) member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Company. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Com tements.

• (3) All of the members of the Committee shall be "financially literate"[2] .

• (4) The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

• (5) Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.

• (6) The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

• (7) The Committee shall have access to such officers and employees of the Company and to the Company's external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

1 "Independent" member of an audit committee means a member who has no direct or indirect material relationship with the Company. A "material relationship" means a relationship which could, in the view of the Company's Board of Directors, reasonably interfere with the exercise of a member's independent judgment.

2 "Financially literate" individual is an individual who has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

2

• (8) Meetings of the Committee shall be conducted as follows:

• (A) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;

• (B) the external auditors shall receive notice of and have the right to attend all meetings of the Committee;

• (C) management representatives may be invited to attend all meetings except private sessions with the external auditors; and

• (D) the proceedings of all meetings will be minuted.

• (9) The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

• (10) Any member of the Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Committee on ceasing to be a director. The Board may fill vacancies on the Committee by election from among its number. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains in office. Subject to the above, each member of the Committee shall hold office as such until the next Annual General Meeting of the Shareholders after his/her election.

• (11) The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

Roles and Responsibilities

• (1) The overall duties and responsibilities of the Committee shall be as follows:

• (A) to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and quarterly consolidated financial statements and related financial disclosure;

• (B) to establish and maintain a direct line of communication with the Company's internal and external auditors and assess their performance;

• (C) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and

• (D) to report regularly to the Board on the fulfilment of its duties and responsibilities.

• (2) The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:

• (A) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;

• (B) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

• (C) review the audit plan of the external auditors prior to the commencement of the audit;

• (D) approve in advance provision by the external auditors of services other than auditing;

• (E) to review with the external auditors, upon completion of their audit:

3

  - (i) contents of their report;

  - (ii) scope and quality of the audit work performed;

  - (iii) adequacy of the Company's financial and auditing personnel;

  - (iv) co-operation received from the Company's personnel during the audit;

  - (v) internal resources used;

  - (vi) significant transactions outside of the normal business of the Company;

  - (vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and

  - (viii) the non-audit services provided by the external auditors;

• (F) to discuss with the external auditors the quality and not just the acceptability of the Company's accounting principles;

• (G) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management; and

• (H) review any significant disagreements between management and the external auditor regarding financial reporting.

• (3) The duties and responsibilities of the Committee as they relate to the Company's internal auditors are to:

• (A) periodically review the internal audit function with respect to the organization, staffing and effectiveness of the internal audit department;

• (B) review and approve the internal audit plan; and

• (C) review significant internal audit findings and recommendations, and management's response thereto.

• (4) The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:

• (A) review the appropriateness and effectiveness of the Company's policies and business practices which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;

• (B) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

• (C) periodically review the Company's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

• (5) The Committee is also charged with the responsibility to:

• (A) review the Company's quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;

• (B) review and approve the financial sections of:

4

  - (i) the annual report to Shareholders;

  - (ii) the annual information form, if required;

  - (iii) annual and interim MD&A;

  - (iv) prospectuses;

  - (v) news releases discussing financial results of the Company; and

  - (vi) other public reports of a financial nature requiring approval by the Board,

  - and report to the Board with respect thereto;

• (C) review regulatory filings and decisions as they relate to the Company's consolidated financial statements;

• (D) review the appropriateness of the policies and procedures used in the preparation of the Company's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

• (E) review and report on the integrity of the Company's consolidated financial statements;

• (F) establish procedures for:

  • (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

  • (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

• (G) review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;

• (H) review and recommend updates to the charter and receive approval of changes from the Board;

• (I) review the minutes of any audit committee meeting of subsidiary companies;

• (J) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;

• (K) review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

• (L) perform other functions as requested by the full Board.

• (6) The Committee shall have the authority:

• (A) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

• (B) to set and pay the compensation for any advisors employed by the Committee; and

• (C) to communicate directly with the internal and external auditors.

5

ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE

The current members of the Committee are Dirk Harbecke, Martin Stephan and Dr. Peter Kausch. Each of Dirk Harbecke and Dr. Peter Kausch is considered independent and all of the members are financially literate. "Independent" and "financially literate" have the meaning used in National Instrument 52-110 (" NI 52-110 ") of the Canadian Securities Administrators.

ITEM 3: RELEVANT EDUCATION AND EXPERIENCE

NI 52-110 provides that an individual is "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the l statements.

All of the current members of the Company udit committee are financially literate as that term is defined in NI 52-110. All members have an understanding of the accounting principles used by the Issuer to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting.

Dirk Harbecke . Mr. Harbecke has more than twenty years of experience as a manager, entrepreneur and investor with international experience in Africa, China, the Middle East, Europe and the United States. He worked at the Boston Consulting Group where he planned the establishment of new financial services institutions in Western Europe and the Middle East. Most recently, Mr. Harbecke was the founder and CEO of ADC African Development Corporation AG ( -listed investment company with a strong footprint in the banking industries in Botswana, Mozambique, Tanzania, Zambia, Zimbabwe and Nigeria. In parallel, ADC focused on private equity investments in the emerging sub-Saharan African financial services sector. Under his leadership, ADC became a leading pan-African financial services group and was acquired in August 2014 by Atlas Mara Ltd., a financial services holding company cos chief executive officer, Robert Diamond. Mr. Harbecke holds an MBA degree from St. Gallen University in Switzerland. Mr. Harbecke has been a director of the Company since August 11, 2011.

Martin Stephan. Mr. Stephan is a successful manager and investment advisor with more than twenty five years of experience, focusing on investments in the natural resources and exploration sector for more than a decade. While focusing primarily on exploration companies in North America, Mr. Stephan has built a strong network in Asia, Eastern Europe and Latin America. In the late 1990s, Mr. Stephan founded and was the CEO of one most popular internet companies providing stock market analysis. The website was purchased by one of the biggest telecommunication companies in Germany. Mr. Stephan regularly contributes analyses and commentaries to leading internet portals in Europe. Mr. Stephan has been a director of the Company since July 3, 2013.

Peter Kausch. Dr. Kausch holds Doctorate and Masters of Science degrees in Mining Engineering and has over 40 years of experience in the natural resources sector. He has served as an advisor to the United Nations Seabed Committee and held a variety of progressive positions with Rheinbraun AG (now RWE Power AG), including managing director of Rheinbraun US GmbH and chairman of Rheinbraun Australia Pty Ltd, Sydney. During his distinguished career with Rheinbraun, Dr. Kausch participated in building uranium divisions in North America and Australia and organized the US hard coal division. Additionally, Dr. Kausch has served as the chairman of the German-Chinese Coal Group and of the German Association of Foreign Mining. Dr. Kausch has also served on the boards of Uranerz Exploration and Mining Ltd., Consol Energy Inc., Energy Resources of Australia and SSM, Rotterdam (a hard coal trading company), in addition to several other directorships with natural resource companies in Canada and Australia. Dr. Kausch was a lecturer and honorary professor of International Management of Resources and Environment, at the Technical University, Bergakademie, in Freiberg, Germany. Dr. Kausch has been a director of the Company since July 18, 2017.

ITEM 4: AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Company's most recently completed financial year ended December 31, 2019 was a recommendation of the Committee to nominate or compensate an external auditor (currently Dale Matheson Carr-Hilton Labonte LLP) not adopted by the Board.

6

ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

Since the effective date of NI 52-110, the Company has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company's Board of Directors, and where applicable by the Audit Committee, on a case by case basis.

ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The aggregate fees charged to the Company by the external auditor in each of the two fiscal years ended December 31, 2019 and December 31, 2018 are as follows:

Audit Costs for the year ended All other fees (non-tax) Assistance with Quarterly Report Preparation:	FYE 2019 $18,726 Nil	FYE 2018 $21,256 Nil
Total Fees:	$18,726	$21,256

ITEM 8: EXEMPTION

In respect of the most recently completed financial year, the Company is relying on the exemption set out in section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

SCHEDULE "B" ROCK TECH LITHIUM INC. FORM 58-101F2 CORPORATE GOVERNANCE DISCLOSURE

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices the Company is required to and hereby discloses its corporate governance practices as follows.

ITEM 1. BOARD OF DIRECTORS

The Board of Directors of the Company facilitates its exercise of independent super management through frequent meetings of the Board.

Dr. Peter Kausch, a director of the Company, is "independent" in that he is independent and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the ability to act with the best interests of the Company, other than the interests and relationships arising from shareholdings.

Mr. Dirk Harbecke, a director of the Company, is "independent" in that he is independent and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the to act with the best interests of the Company, other than the interests and relationships arising from shareholdings.

Mr. Martin Stephan, a director and the CEO and President during the financial years ended December 31, 2018 and December 31, 2019, is not independent.

Mr. Simon Bodensteiner, the current CEO, President and a director of the Company, is not independent.

Mr. Brad Barnett, the CFO, Corporate Secretary and a director of the Company, is not independent.

ITEM 2. DIRECTORSHIPS

The directors of the Company are currently directors of the following other reporting issuers:

==> picture [481 x 146] intentionally omitted <==

----- Start of picture text -----

Name of Director Name of Reporting Issuer Term
Dirk Harbecke MyBucks S.A. No fixed term
Dr. Peter Kausch None N/A
Martin Stephan None N/A
Simon Bodensteiner None N/A
Brad Barnett None N/A
----- End of picture text -----

ITEM 3. ORIENTATION AND CONTINUING EDUCATION

The Board of Directors of the Company brief all new directors with the policies of the Board of Directors, and other relevant corporate and business information.

ITEM 4. ETHICAL BUSINESS CONDUCT

The Board has found that the fiduciary duties placed on individual directors by t ate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

• 2 -

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

ITEM 5. NOMINATION OF DIRECTORS

The Board of Directors is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of the shareholders.

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, shown support strategic objectives, and a willingness to serve.

ITEM 6. COMPENSATION

The Board of Directors conducts reviews with regard to directors sation once a year. To make its recommendation on ard of Directors takes into account the types of compensation and the amounts paid to directors of comparable publicly traded Canadian companies.

ITEM 7. OTHER BOARD COMMITTEES

The Board of Directors has no other committees other than the Audit Committee.

ITEM 8. ASSESSMENTS

The Board of Directors monitors the adequacy of information given to directors, communication between the board and management and the strategic direction and processes of the board and committees.