ROK Resources Inc. — Audit Report / Information 2022

Apr 30, 2022

POCML 6 INC.

(a Capital Pool Company)

Financial Statements

(in Canadian Dollars)

For the Year Ended December 31, 2021

And for the period from the date of incorporation (December 21, 2020) to December 31, 2020

Independent Auditor’s Report

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To the Shareholders of POCML 6 Inc.:

Opinion

We have audited the financial statements of POCML 6 Inc. (the "Company"), which comprise the statements of financial position as at December 31, 2021 and December 31, 2020, and the statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the year ended December 31, 2021 and the period from the date of incorporation (December 21, 2020) to December 31, 2020, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and December 31, 2020, and its financial performance and its cash flows for the year ended December 31, 2021 and the period from the date of incorporation (December 21, 2020) to December 31, 2020 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Brock Stroud.

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Toronto, Ontario April 29, 2022

Chartered Professional Accountants Licensed Public Accountants

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POCML 6 INC.

(a Capital Pool Company) Statements of Financial Position

(in Canadian Dollars)

As at	December 31, 2021	December31,2020
Assets
Current
Cashand cashequivalents	$ 621,789	$410,000
Total current assets	621,789	410,000

Liabilities

Liabilities
Current
Accounts payable & accruedliabilities	32,525	-
Shareholders' equity
Share capital (Note 3)	645,251	410,000
Contributed surplus (Note 3)	86,427
Accumulated deficit	(142,414)	-
Totalshareholders'equity	589,264	410,000
Total Liabilities and shareholders' equity	$621,789	$410,000

Subsequent events (Note 7)

The accompanying notes are an integral part of these financial statements.

Approved on Behalf of the Board:

“David D’Onofrio” (signed)

David D’Onofrio Director

“Adam Parsons” (signed)

Adam Parsons Director

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POCML 6 INC. (a Capital Pool Company) Statements of Loss and Comprehensive Loss

(in Canadian Dollars)

	Year ended December 31, 2021 Period from the date of incorporation (December 21, 2020) to December 31,2020 $ 31,816 $ - 81,485 - 29,692 - 142,993 - (579) - $ 142,414 $- $ 0.01 $ 0.00 10,285,127 8,200,000
Expenses Operating, general and administrative Stock based compensation Professional Fees
Loss for the year/period InterestIncome
Total comprehensive loss
Net loss per common share
Basic and diluted Weighted average of number of common shares outstanding
Basic and diluted

The accompanying notes are an integral part of these financial statements .

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POCML 6 INC. (a Capital Pool Company) Statements of Changes in Shareholders’ Equity

(in Canadian Dollars)

For the Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

		Number of	Share	Contributed	Accumulated	Accumulated	Shareholders’
	Note	Shares	Capital	Surplus	Deficit		Equity
Balance at December 21, 2020		-	$ -	$ -	$	-	$ -
Issuance of common shares	3	8,200,000	410,000	-		-	410,000
Balance at December 31, 2020		8,200,000	$ 410,000	$ -	$	-	$ 410,000
Initial Public Offering Issuance of common shares	3	2,800,000	280,000	-		-	280,000
Share issuance costs		-	(60,193)	10,243		-	(49,950)
Shares issued – Warrants exercised Stock based compensation	3 3	101,430 - -	15,444 - -	(5,301) 81,485 -	- - (142,414)		10,143 81,485 (142,414)
Net loss for the period
Balance at December 31, 2021		11,101,430	$ 645,251	$ 86,427	$ (142,414)		$ 589,264

The accompanying notes are an integral part of these financial statements.

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POCML 6 INC.

(a Capital Pool Company) Statements of Cash Flows

(in Canadian Dollars) For the Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

For the Year Ended December 31, 2021and for the period from the date of incorporation (December 21,2020)to December 31,2020
		Period from the
		date of
		incorporation
		(December 21,
		2020) to
	Year ended	December 31,
	December 31, 2021	2020
Cash flows used in operating activities:
Loss for the year/period	$ (142,414)	$ -
Adjustments for:
Stock based compensation	81,485	-
Changes in non-cash working capital:		-
Accounts payable	32,525	-
Financing
Net proceeds from issuance of common shares	230,050	410,000
Netproceeds from exercise of warrants	10,143	-
Net changeincashand cashequivalents	211,789	410,000
Cash and cash equivalents, beginning of year/period	410,000	-
Cash and cash equivalents, end of year/period	$ 621,789	$410,000

The accompanying notes are an integral part of these financial statements.

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POCML 6 INC.

Notes to Financial Statements (a Capital Pool Company) For Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

1. INCORPORATION AND NATURE OF BUSINESS

POCML 6 Inc. (the “Company” or “POCML6”) was incorporated under the Business Corporations Act (Ontario) on December 21, 2020 and is classified as a Capital Pool Company as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"), as defined under the policies of the Exchange. The Company has not commenced commercial operations and has no assets other than cash and cash equivalents. Given the nature of the activities, no separate segmented information is reported.

The Company’s continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders’ approval.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a QT by the Company as defined under the policies of the Exchange.

The head office and the registered head office of the Company is located at 130 King Street West, Suite 2210, Toronto, Ontario M5X 1E4.

The Company does not generate revenue from operations. The Company incurred a net loss of $142,414 during the year ended December 31, 2021 (December 31, 2020 - $Nil) and, as of that date the Company’s deficit was $142,414 (December 31, 2020 - $Nil). However, the Company believes that its working capital of $589,264 as at December 31, 2021 (December 31, 2020 - $410,000) will provide the Company with sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period.

On April 29, 2022, the Board of Directors approved the financial statements for the year ended December 31, 2021.

The global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

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POCML 6 INC.

Notes to Financial Statements (a Capital Pool Company) For Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

Basis of Presentation

The financial statements are presented in Canadian dollars (“CAD”), which is the Company’s functional and presentation currency. The financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss (“FVPTL”), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

Loss Per Share

Basic loss per common share is determined by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is calculated in accordance with the treasury stock method and is based on the weighted average number of common shares and dilutive common share equivalents outstanding.

Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity.

Financial Instruments

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss, and ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Company has implemented the following classifications:

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POCML 6 INC.

Notes to Financial Statements (a Capital Pool Company) For Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and cash equivalents are classified as assets at fair value and any period change in fair value is recorded in profit or loss. Accounts payable and accrued liabilities are classified as financial liabilities at amortized cost.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset tor financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition).

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

Cash and cash equivalents are a level 1 financial instrument measured at fair value on the statements of financial position.

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POCML 6 INC.

Notes to Financial Statements (a Capital Pool Company) For Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-based Compensation

The Company accounts for all stock-based compensation awarded to directors and officers and non-employees using the fair value method. Under this method, cost is measured at the grant date at fair value using the Black-Scholes options pricing model that takes into account the exercise price, the expected life of the option, the current price of the underlying stock, the expected volatility, the expected dividends and the risk-free interest rate for the expected term of the option. The compensation cost will be expensed in the statement of operations over the service period, that is the vesting period for directors and officers and over the performance period for awards provided to non-employees in exchange for goods and services.

Share Issuance Costs

Share issuance costs relate to expenditures incurred in connection with the Company’s share issuance (note 3) and are charged against share capital.

Income Taxes

Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.

Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.

Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustment relates.

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

Measurement Uncertainty

The preparation of financial statements in conformity with IFRS accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses during the year. Actual results could differ from these estimates used in the financial statements.

Cash and cash equivalents

Cash and cash equivalents include cash held in financial institutions and funds held in a money market fund.

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POCML 6 INC.

Notes to Financial Statements (a Capital Pool Company)

For Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

3. SHARE CAPITAL

Authorized

Unlimited number of common shares Unlimited number of special shares

Issued

	Number of Shares	Amount
Balance at December 21, 2020	-	$-
Issuance of common shares	8,200,000	410,000
Balance at December 31, 2020	8,200,000	$ 410,000
Issuance of common shares	2,800,000	280,000
Share Issuance costs	-	(60,193)
Compensation warrant exercises	101,430	15,444
Balance at December 31, 2021	11,101,430	$ 645,251

Escrowed Shares

On December 21, 2020, the Company issued 8,200,000 common shares at $0.05 per common share for total proceeds of $410,000.

The issued and outstanding common shares will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.

All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.

All common shares of the Company acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Company held by principals of the resulting issuer will also be escrowed.

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POCML 6 INC.

Notes to Financial Statements (a Capital Pool Company) For Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

3. SHARE CAPITAL (continued)

Initial Public Offering

On April 6, 2021, the Company completed an Initial Public Offering (the “Offering”) of 2,800,000 common shares at $0.10 per common share for aggregate gross proceeds of $280,000 pursuant to a prospectus dated March 17, 2021. The Company paid issuance costs of $49,950 and prior to listing, granted the agent 196,000 compensation warrants to purchase common shares at a price of $0.10 per common share for a period ending twenty-four months from the date the Company’s common shares are listed on the TSX Venture Exchange. The cash raised from the Offering will be primarily used to pursue a Qualifying Transaction.

At the closing of the Offering and prior to listing, the Company granted stock options to directors and officers of the Company to acquire up to an aggregate of 1,100,000 common shares. The options may be exercised at any time prior to April 6, 2026, at a price of $0.10 per common share.

Contributed Surplus

The Company has established a stock option plan for its directors, officers and consultants under which the Company may grant options from time to time to acquire a maximum of 10% of the issued and outstanding common shares. The exercise price of each option granted under the plan shall be determined by the Board of Directors.

Options may be granted for a maximum term of ten years from the date of the grant. They are nontransferable and expire within 90 days of termination of employment or holding office as director or officer of the Company and, in the case of death, expire one year thereafter.

The following table reflects the continuity of stock options and compensation warrants:

	Number of stock	Weighted
	options and	average
	compensation	exercise
	warrants	price ($)	Fair Value
Balance, December 31, 2020	-	-	$-
Compensation warrants Issued April 6, 2021 (i)	196,000	$0.10	10,243
Options issued April 6, 2021 (ii)	1,100,000	$0.10	81,485
Compensation warrants exercised (iii)	(101,430)	$0.10	(5,301)
Balance, December 31, 2021	1,194,570	$0.10	$86,427

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POCML 6 INC.

Notes to Financial Statements (a Capital Pool Company)

For Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

3. SHARE CAPITAL (continued)

• i. Prior to listing on April 6, 2021, the Company granted 196,000 compensation warrants to the agent, which are exercisable at an exercise price of $0.10 per share for a period of 24 months following the date that the common shares are listed on the Exchange. These warrants were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price $0.10, dividend yield 0%, risk-free interest rate of 0.44%, expected volatility of 100% and an expected life of two years. The value attributed to these warrants was $10,243.

• ii. Prior to listing on April 6, 2021, the Company granted 1,100,000 options to directors and officers, which are exercisable within five years from the date of grant at an exercise price of $0.10 per share. These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price $0.10, dividend yield 0%, risk-free interest rate of 0.64%, expected volatility of 100% and an expected life of five years. The value attributed to these options was $81,485. The options vested immediately.

• iii. During the year ended December 31, 2021, 101,430 common shares were issued from compensation warrants exercised at an average price of $0.10 per common share, with fair value of $5,301 being reallocated from contributed surplus to share capital respectively.

The following table reflects the actual options and compensation warrants issued and outstanding as of December 31, 2021:

			Number of	Number of
		Weighted Average	Options and	Options and
	Exercise	Remaining Contractual	Warrants	Warrants Vested
Expiry Date	Price	Life (years)	Outstanding	(Exercisable)
April 6, 2023	$0.10	1.26	94,570	94,570
April 6, 2026	$0.10	4.26	1,100,000	1,100,000
	$0.10	4.02	1,194,570	1,194,570

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POCML 6 INC.

Notes to Financial Statements (a Capital Pool Company) For Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

4. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES

Capital management

The Company's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Company includes equity, comprised of issued common shares, in the definition of capital.

The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of common share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a QT by the Company as defined under the policies of the Exchange.

Risk disclosures and fair values

The Company's financial instruments, consisting of cash and cash equivalents and accounts payable and accrued liabilities approximate fair value due to the relatively short term maturities of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

5. RELATED PARTY TRANSACTIONS

Key management personnel and directors received $81,485 (2020 - $nil) of stock based compensation during the year ended December 31, 2021.

There were no other transactions with related parties during the year ended December 31, 2021.

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POCML 6 INC.

Notes to Financial Statements (a Capital Pool Company) For Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

6. INCOME TAXES

A reconciliation of combined federal and provincial corporate income taxes of statutory rates of 26.5% and the Corporation’s effective income tax expense is as follows:

	2021	2020
Net loss for the year/period	$ 142,414	$ -
Expected income tax recovery	(37,740)	-
Non-deductible	21,594	-
Share issuance costs	(13,237)	-
Deferred tax assets not recognized	29,383	-
Income taxes recovery	$ -	$-

At December 31, 2021, the Corporation has non – capital losses for income tax purposes of approximately $70,919 which can be carried forward to be applied against future taxable income. These losses expire to the extent unutilized against future taxable income in 2041. The Corporation has not recorded deferred tax assets related to these unused carry forward losses as it is not probable that future taxable profits will be available against which these can be deducted.

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POCML 6 INC.

Notes to Financial Statements (a Capital Pool Company)

For Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

7. SUBSEQUENT EVENTS

• (a) On February 7, 2022, the Company entered into a definitive amalgamation agreement (the “Amalgamation Agreement”) with Lithium Ionic Inc. (“Lithium Ionic”), a private company incorporated under the Business Corporations Act (Ontario) (the “OBCA”), pursuant to which POCML6 will acquire all of the issued and outstanding securities of Lithium Ionic by way of a three-cornered amalgamation with a wholly-owned subsidiary of the Company (“Subco”) incorporated under the laws of the Province of Ontario, with such acquisition (the “Proposed Transaction”) constituting a reverse take-over of the Company (the "RTO”). Prior to the closing of the RTO, the Company shall consolidate (the “Consolidation”) its common shares (“POCML Shares”) on the basis 0.61983471 post-Consolidation Company Share for each one preConsolidation Company Share, subject to certain adjustments as set out in the Amalgamation Agreement. The Company, as the resulting issuer following the completion of the Proposed Transaction (the “Resulting Issuer”), will continue on the business of Lithium Ionic. The Company intends that the Proposed Transaction will constitute its Qualifying Transaction, as such term is defined in TSXV Policy 2.4 – Capital Pool Companies. It is anticipated that the common shares of the Resulting Issuer (the “Resulting Issuer Shares”) will be listed for trading on the TSXV. For more detail, see The Company press release dated February 7, 2022, available on SEDAR.com.

• (b) On February 8, 2022 Lithium Ionic and the Company (together with Lithium Ionic, the “Issuers”), announced that Lithium Ionic and the Company have closed their previouslyannounced brokered private placements (collectively, the “Offering”) of subscription receipts (each, a “Subscription Receipt”). Under the Offering, Lithium Ionic and the Company issued an aggregate of 20,000,000 Subscription Receipts at a price of $0.70 per Subscription Receipt (the “Issue Price”) for gross proceeds of $14,000,000. The Offering was completed pursuant to an agency agreement (the “Agency Agreement”) dated February 8, 2022, between Lithium Ionic, the Company, Clarus Securities Inc. (the “Lead Agent”), PowerOne Capital Markets Limited, iA Private Wealth Inc., Haywood Securities Inc. and Research Capital Corporation (collectively with the Lead Agent, the “Agents”). The gross proceeds from the sale of the Subscription Receipts, less the cash portion of the Agents’ commission and Agents’ expenses, are being held in escrow by TSX Trust in accordance with the Subscription Receipt Agreements and will be released to the Issuers upon satisfaction and/or waiver of certain escrow release conditions (the “Escrow Release Conditions”), including completion of all conditions precedent to the RTO.

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POCML 6 INC.

Notes to Financial Statements (a Capital Pool Company) For Year Ended December 31, 2021 and for the period from the date of incorporation (December 21, 2020) to December 31, 2020

7. SUBSEQUENT EVENTS (continued)

Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt of Lithium Ionic will be automatically exchanged, without any further action by its holder, and for no additional consideration, for one common share of Lithium Ionic (a “Lithium Ionic Share”) and each Subscription Receipt of the Company will be automatically exchanged, without any further action by its holder, and for no additional consideration, for one post-Consolidation Company Share. Immediately following the issuance of the Lithium Ionic Shares upon the conversion of the Subscription Receipts of Lithium Ionic, each Lithium Ionic Share will be exchanged for one Resulting Issuer Share. In connection with the Offering, Lithium Ionic paid the Agents a commission satisfied by an aggregate cash payment of $70,230.25 and the issuance of 1,064,845 Subscription Receipts of Lithium Ionic at the Issue Price. As additional consideration, Lithium Ionic issued 1,165,174 broker warrants (each, a “Broker Warrant”) to the Agents, each entitling the Agents to purchase one Lithium Ionic Share (and subsequently one Resulting Issuer Share) at the Issue Price for a period of 24 months following the date of issuance of the Release Notice (as defined in the Agency Agreement). Also, in connection with the Offering, the Company paid the Agents a commission satisfied by an aggregate cash payment of $29,609.50 and the issuance of 192,525 Subscription Receipts of the Company at the Issue Price. As additional consideration, the Company issued 234,825 Broker Warrants to the Agents, each entitling the Agents to purchase one Resulting Issuer Share at the Issue Price for a period of 24 months following the date of issuance of the Release Notice. For more detail, see the Company’s press release dated February 8, 2022, available on SEDAR.com.

In connection with the Offering, PowerOne Capital Markets Limited (“PowerOne”) will receive 46,966 broker warrants and 38,505 subscription receipts of POCML6 as compensation for acting as one of the Agents. PowerOne is considered a related and connected issuer to POCML6 because: (i) officers and directors of PowerOne own, control or direct more than 20% of the issued and outstanding common shares of POCML6, assuming the exercise of the options of POCML6 that they own and no other convertible securities; and (ii) officers and directors of PowerOne are officers and directors of POCML6. The terms of the Offering were determined by the Lithium Ionic and POCML6, and no proceeds from the Offering will be applied for the benefit of PowerOne other than the previously mentioned fees. The interests of PowerOne and/or its officers and directors in the Resulting Issuer may be subject to such escrow periods as may be imposed by the Exchange and/or securities regulators and such additional contractual hold period as they may be agreed to.

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