Sigma Lithium — Regulatory Filings 2021

Apr 2, 2021

Form 45-106F1 Report of Exempt Distribution

BCSC EDER Reference Number 9380351

ITEM 1 - REPORT TYPE
New report
Amended reportü	If amended, provide filing date of report that is being amended20210222(YYYY-MM-DD)
ITEM 2 - PARTY CERTIFYING	THE REPORT
	Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of NationalInstrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.
Investment fund issuer
Issuer (other than an investment fund)ü
Underwriter
ITEM 3 - ISSUER NAMEAND OTHER IDENTIFIERS
	Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.
Full legal name	Sigma Lithium Resources Corporation
Previous full legal name
	If the issuer's name changed in the last 12 months, provide most recent previous legal name.
	Websitewww.sigmalithiumresources.com(if applicable)
Legal entity identifier	If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of "legal entity identifier".
	If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.
Full legal name(s) of co-issuer(s)	(if applicable)
ITEM 4 - UNDERWRITER INFORMATION
	If an underwriter is completing the report, provide the underwriter's full legal name and firm NRD number.
Full legal name
Firm NRD number	(if applicable)
	If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter.
Street address
Municipality	Province/State
Country	Postal code/Zip code
Telephone number	Website(if applicable)

ITEM 5 - ISSUER INFORMATION
If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.
a)Primary industry
Provide the issuer's North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closelycorresponds to the issuer's primary business activity.
NAICS industry code212299
If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in themining industry. Select the category that best describes the issuer's stage of operations.
ExplorationDevelopmentProductionü
Is the issuer's primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.
MortgagesReal estateCommercial/business debtConsumer debtPrivate companies
Cryptoassets
b)Number of employees
Number of employees:0 - 4950 - 99100 - 499500 or moreü
c)SEDAR profile number
Does the issuer have a SEDAR profile?
NoYesIf yes, provide SEDAR profile numberü00032390
If the issuer does not have SEDAR profile complete item 5(d) - (h).
d)Head office address
Street addressProvince/State
MunicipalityPostal code/Zip code
CountryTelephone number
e)Date of formation and financial year-end
Date of formationFinancial year-endYYYYMMDDMMDD
f)Reporting issuer status
NoYesIs the issuer a reporting issuer in any jurisdication of Canada?
If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.
AllABBCMBNBNLNT
NSNUONPEQCSKYT
g)Public listing status
If the issuer has a CUSIP number, provide below (first 6 digits only)
CUSIP number
If the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of anexchange and not a trading facility such as, for example, an automated trading system.
Exchange name
h)Size of issuer's assets
Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annualfinancial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.

$0 to under $5M	$5M to under $25M	$25M to under $100M
$100M to under $500M	$500M to under $1B	$1B or over

	ITEM 6 - INVESTMENT FUND ISSUER INFORMATION
	If the issuer is an investment fund, provide the following information.
a)Investment fund manager information
Full legal name
Firm NRD number	(if applicable)
	If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.
Street address
Municipality	Province/State
Country	Postal code/Zip code
Telephone number	Website (if applicable)
b)Type of investment fund
	Type of investment fund that most accurately identifies the issuer (select only one) .
Money market	EquityFixed incomeBalanced
Alternative strategies	CryptoassetOther (describe)
	Indicate whether one or both of the following apply to the investment fund .
	Invests primarily in other investment fund issuers
Is a UCITs Fund¹
	¹Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union(EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.
c)	Date of formation and financial year-end of the investment fund
Date of formation	Financial year-end
	YYYYMMDDMMDD
d)	Reporting issuer status of the investment fund
	NoYesIs the investment fund a reporting issuer in any jurisdication of Canada?
	If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer.
All	ABBCMBNBNLNT
NS	NUONPEQCSKYT
e)	Public listing status of the investment fund
	If the investment fund has a CUSIP number, provide below (first 6 digits only)
	CUSIP number
	If the investment fund is publicly listed, provide the name of the exchange on which the investment fund's securities primarily trade. Provide only thename of an exchange and not a trading facility such as, for example, an automated trading system.
Exchange name
f)	Net asset value (NAV) of the investment fund
	Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $).
$0 to under $5M	$5M to under $25M$25M to under $100M
$100M to under $500M	$500M to under $1B$1B or overDate of NAV calculation:
	YYYYMMDD

ITEM 7 - INFORMATION ABOUT THE DISTRIBUTIONIf an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information aboutpurchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees inconnection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided inCurrencySelect the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.Canadian dollarUS dollarEuroOther (describe)Distribution date(s)State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution dateas both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for thedistribution period covered by the report.Start dateEnd date2021021020210210YYYYMMDDYYYYMMDDDetailed purchaser informationComplete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.Types of securities distributedProvide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate thesecurity code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.Canadian $Single orCUSIP numberNumber ofDescription of securitylowestHighest priceTotal amountcode(if applicable)securitiespriceMS9,545,455.004.400042,000,002.00Details of rights and convertible/exchangeable securitiesIf any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securitieswere distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.Exercise priceUnderlyingExpiry dateConversion(Canadian $)security code(YYYY- MM-DD)ratioDescribe other items (if applicable)LowestHighestSummary of the distribution by jurisdiction and exemptionState the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where apurchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes adistribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only.This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where apurchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreignFor jurisdictions within Canada, state the province or territory, otherwise state the country.Province orNumber of unique²ªExemption relied onTotal amount (Canadian $)countrypurchasersNI 45-106 2.3 [Accredited investor]1303,160.00OntarioNI 45-106 2.3 [Accredited investor]5420,442.00QuébecDistributions to purchasers outside of local1440,000.00
Schedule 1 of the report.
a)
ü
b)
c)
d)
Security
C
e)
Convertible /exchangeablesecurity code
f)
jurisdiction.
Australia		jurisdiction (BC, AB, NB)
Bahamas		jurisdiction (BC, AB, NB)	Distributions to purchasers outside of local	9	11,920,480.00
Brazil		jurisdiction (BC, AB, NB)	Distributions to purchasers outside of local	15	9,604,760.00

3 18,483,960.00

Cayman Islands Distributions to purchasers outside of local jurisdiction (BC, AB, NB)

Uruguay	Distributions to purchasers outside of localjurisdiction (BC, AB, NB)			1		827,200.00
	Total dollar amount of securities distributed
	35Total number of unique purchasers²ᵇ
2aIn calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser.
2b	In calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whetherthe issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.
g)	Net proceeds to the investment fund by jurisdiction
	If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where apurchaser resides.³ If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction ofCanada only. For jurisdictions within Canada, state the province or territory, otherwise state the country.
	Province or country			Net proceeds(Canadian $)
	Total net proceeds to the investment fund
	³"Net proceeds" means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the grossredemptions that occurred during the distribution period covered by the report.
h)	Offering materials - This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia.
those jurisdictions.	If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offeringmaterials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator inIn Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach anelectronic version of the offering materials that have not been previously filed with or delivered to the OSC.
	Description	Date of document orother material(YYYY-MM-DD)	Previously filedwith or delivered toregulator?(Y/N)		Date previously filed ordelivered(YYYY-MM-DD)

		ITEM 8 - COMPENSATION INFORMATION
		Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection withthe distribution. Complete additional copies of this page if more than one person was, or will be, compensated.
		Indicate whether any compensation was paid, or will be paid, in connection with the distribution.
No	Yesü	If yes, indicate number of persons compensated.	3

a)	Name of person compensated and registration status
Indicate whether the person compensated is a registrant.			Noü	Yes
	If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
	Family name		First given name		Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individualA10 Group
	Firm NRD number(if applicable)
	Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.				NoYesü
b)Business contact information
	If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Street address	Avenida Nove de Julho 4939, Torre Europa, 9th Floor, Office 91, Itaim
Municipality	Sao Paulo			Province/State	Sao Paulo
Country	Brazil			Postal code/Zip code	01407-200
Email address	contato@a10investimentos.com			Telephone number	551129850089
c)	Relationship to issuer or investment fund manager
None of the aboveü	Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" in Part B(2) ofthe Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.Connect with the issuer or investment fund managerDirector or officer of the investment fund or investment fund manager				Insider of the issuer (other than an investment fund)Employee of the issuer or investment fund manager
d)Compensation details
Cash commissions paidValue of all securitiesdistributed as compensation⁴	Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts inCanadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for servicesincidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internalallocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.2,344,583.88		Security codes	Security code 1CMS	Security code 2Security code 3WNT
	Describe terms of warrants, options or other rights		February 10, 2022.		2,344,583.88 broker warrants, each entitling the acquisition ofone common share at an exercise price of $4.40 per share until
Other compensation⁵	Describe
Total compensation paid	2,344,583.88
	Check box if the person will or may receive any deferred compensation (describe the terms below)
⁵Do not include deferred compensation.	⁴Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquireadditional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or otherrights exercisable to acquire additional securities of the issuer.

a)Name of person compensated and registration status
NoYesüIndicate whether the person compensated is a registrant.
If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
Family nameFirst given nameSecondary given names
If the person compensated is not an individual, provide the following information.
	Full legal name of non-individualNational Bank Financial Inc.
	Firm NRD number(if applicable)1960
NoYesüIndicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.
b)Business contact information
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Street address
Municipality								Province/State
Country								Postal code/Zip code
Email address								Telephone number
c)Relationship to issuer or investment fund manager
Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" in Part B(2) ofthe Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.Connect with the issuer or investment fund managerDirector or officer of the investment fund or investment fund managerNone of the aboveü											Insider of the issuer (other than an investment fund)Employee of the issuer or investment fund manager
d)Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts inCanadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for servicesincidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internalallocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.Cash commissions paidValue of all securities		43,416.12		Security codes			C	Security code 1MS	W	Security code 2NT	Security code 3
distributed as compensation⁴
	Describe terms of warrants, options or other rights				February 10, 2022.						43,416.12 broker warrants, each entitling the acquisition of onecommon share at an exercise price of $4.40 per share until
Other compensation⁵			Describe
Total compensation paid		43,416.12
Check box if the person will or may receive any deferred compensation (describe the terms below)
⁴Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquireadditional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or otherrights exercisable to acquire additional securities of the issuer.⁵Do not include deferred compensation.

a)Name of person compensated and registration status
Indicate whether the person compensated is a registrant.			Noü	Yes
If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
		Family name		First given name			Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individualTrobadours Ltd.
Firm NRD number(if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.						ü	No	Yes
b)Business contact information
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Street address		Alameda Ministro Rocha Azevedo,1248, 14th floor
Municipality	Sao Paulo				Province/State	Sao Paulo
Country	Brazil				Postal code/Zip code	01410-002
Email address	faraggifabio@gmail.com				Telephone number	5511933550207
c)Relationship to issuer or investment fund manager
Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" in Part B(2) ofthe Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.None of the aboveü	Connect with the issuer or investment fund manager	Director or officer of the investment fund or investment fund manager				Insider of the issuer (other than an investment fund)Employee of the issuer or investment fund manager
d)Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts inCanadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for servicesincidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internalallocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.Cash commissions paidValue of all securitiesdistributed as compensation⁴	132,000.00		Security codes	C	Security code 1MS	Security code 2WNT	Security code 3
	Describe terms of warrants, options or other rights		February 10, 2022.			132,000 broker warrants, each entitling the acquisition of onecommon share at an exercise price of $4.40 per share until
Other compensation⁵		Describe
Total compensation paid	132,000.00
⁴Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire		Check box if the person will or may receive any deferred compensation (describe the terms below)
additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or otherrights exercisable to acquire additional securities of the issuer.⁵Do not include deferred compensation.

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER
If the issuer is an investment fund, do not complete Item 9. Procced to Item 10.
Indicate whether the issuer is any of the following (select the one that applies - if more than one applies, select only one).
Reporting issuer in any jurisdiction of Canadaü
Foreign public issuer
Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada⁶
	Provide name of reporting issuer
Wholly owned subsidiary of a foreign public issuer⁶
	Provide name of foreign public issuer
Issuer distributing only eligible foreign securities and the distribution is to permitted clients only⁷
If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10.
⁶An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer's outstanding voting securities, other thansecurities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer,respectively.⁷Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permittedclients. Refer to the definitions of "eligible foreign security" and "permitted client" in Part B(1) of the Instructions.If the issuer is none of the above, check this box and complete Item 9(a) - (c).
a)Directors, executive officers and promoters of the issuer
Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province orterritory; otherwise state the country. For "Relationship to issuer", "D" – Director, "O" – Executive Officer, "P" – Promoter.
Organization or company name	Family name	First given name	Secondary givennames	Business location ofnon-individual orresidentailjurisdiction ofindividual			Relationship to issuer(select all that apply)
				Province or country		D	O	P
b)Promoter information
If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locationswithin Canada, state the province or territory; otherwise state the country. For "Relationship to promoter", "D" – Director, "O" – Executive Officer.
Organization or company name	Family name	First given name	Secondary givennames	Residentialjurisdiction ofindividual		Relationship to promoter(select one or both if applicable)
				Province orcountry	D		O
c)Residential address of each individual
Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the

completed report. Schedule 2 also requires information to be provided about control persons.

ITEM 10 - CERTIFICATION

Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund.

The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below.

If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11.

The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.

Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exemt distribution.

By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete.

Name of issuer/underwriter/investment fund manager/agent	Sigma Lithium Resources Corporation
Full legal name	Cabral-Gardner	Cristina
	Family name	Secondary given names
Title	Chief Strategy Officer
Telephone number	551130788575	Email address		ana.cabral@sigmaca.com
Signature	"Ana Cristina Cabral	Date	2021	03	31
		Gardner"YYYYMMDD

ITEM 11- CONTACT PERSON

Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.

Same as individual certifying the report

Full legal name Silva		Eni			Title	Securities Law Clerk
	Family name	First given name		Secondary given names
Name of company	Cassels Brock & Blackwell LLP
Telephone number	4168695795		Email address	esilva@cassels.com

Notice - Collection and use of personal information

The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.

The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada:

• a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedules 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority's or regulator's indirect collection of the information, and
• b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.