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SPOD LITHIUM CORP. Proxy Solicitation & Information Statement 2025

Dec 24, 2025

47483_rns_2025-12-24_bf3a906b-8616-48c4-ade9-c8c9af34421f.pdf

Proxy Solicitation & Information Statement

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SPOD LITHIUM CORP.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of shareholders of Spod Lithium Corp. (“SPOD” or the “Company”) will be held via a TEAMS meeting: Meeting ID: 262 000 393 811 53 ; Passcode: 6Dn6zm9Y on January 29, 2026 at 8 a.m. (Pacific Time), for the following purposes:

1) To receive and consider the audited financial statements of SPOD for the fiscal year ended July 31, 2024, and July 31, 2025 together with the auditor’s reports thereon;

2) To fix the number of directors of SPOD at five (5);

3) To elect the directors for the ensuing year;

4) To appoint an auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;

5) to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to re-approve the adoption of the Company’s stock option plan (the “Stock Option Plan”), the full text of which resolutions is set out in the Information Circular;

6) to ratify and approve stock options issued to Richard Goldstein, per the Stock Option Plan;

7) to consider and, if thought fit, to pass a special resolution authorizing the Company to consolidate the issued and outstanding common shares of the Company on the basis of up to fifteen (15) pre-consolidation common shares for one (1) post-consolidation common share, as more particularly described in the Information Circular; and

8) To transact such other business as may properly come before the Meeting.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this Notice.

If you are a registered shareholder of SPOD and are unable to attend the Meeting in person, please complete, date and execute the accompanying form of proxy and deposit it with Odyssey Trust Company, 350-409 Granville St, Vancouver, British Columbia, V6C 1T2, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting.

If you are a non-registered shareholder of SPOD and received these materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan, or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, as of December 24, 2025.

By Order of the Board of Directors of

SPOD LITHIUM CORP.


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Veronique Laberge
Veronique Laberge
Interim Chief Executive Officer