SPOD LITHIUM CORP. — Proxy Solicitation & Information Statement 2025

Dec 24, 2025

NOTICE

and

INFORMATION CIRCULAR

for the

ANNUAL GENERAL AND SPECIAL MEETING

of

SPOD LITHIUM CORP.

to be held on

THURSDAY, JANUARY 29, 2026

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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

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SPOD LITHIUM CORP.
Suite 600 – 1090 West Georgia Street
Vancouver, BC V6E 3V7

INFORMATION CIRCULAR

(all information as at December 24, 2025, unless otherwise stated)

Spod Lithium Corp. (“SPOD” or the “Company”) is providing this Information Circular and a form of proxy in connection with management’s solicitation of proxies for use at the Annual General and Special Meeting (the “Meeting”) of shareholders of SPOD to be held on Thursday, January 29, 2025, and at any adjournments. SPOD will conduct its solicitation by mail and officers and employees of SPOD may, without receiving special compensation, also telephone or make other personal contact. SPOD will pay the cost of solicitation.

PROXY RELATED INFORMATION

Appointment of Proxyholder

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of SPOD (the “Management Proxyholders”).

A shareholder has the right to appoint a person other than a Management Proxyholder to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

Voting by Proxy

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of SPOD knows of no such amendments, variations or other matters to come before the Meeting.

Completion and Return of Proxy

In order to be voted, completed forms of proxy must be:

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• voted online by visiting https://login.odysseytrust.com/pxlogin and clicking on LOGIN. Shareholders will require the CONTROL NUMBER printed with their address to the right on your proxy form. If a shareholder votes by Internet, they should not mail their proxy; or
• sent by mail or personal delivery to Odyssey Trust Company, Attn: Proxy Department, 350 – 409 Granville Street, Vancouver, British Columbia V6C 1T2, Canada; or
• sent by fax to Odyssey, to the attention of the Proxy Department at 1-800-517-4553 (toll free within Canada and the U.S.) or 416-263-9524 (international).

Proxies must be voted not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies deposited subsequently.

Non-Registered Holders

Only shareholders whose names appear on the records of SPOD as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of SPOD are “non-registered” shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSP’s, RRIF’s, RESP’s and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a “Nominee”). If you purchased your shares through a broker, you are likely an unregistered holder.

In accordance with securities regulatory policy, SPOD has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

In addition, Canadian securities legislation now permits SPOD to forward meeting materials directly to “non-objecting beneficial owners”. If SPOD or its agent has sent these materials directly to you (instead of through a Nominee), your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding on your behalf. By choosing to send these materials to you directly, SPOD (and not the Nominee holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions.

Revocability of Proxy

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered shareholder, his attorney authorized in writing or, if the registered shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including

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a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of SPOD, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting. Only registered shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must, at least seven days before the Meeting, arrange for their Nominees to revoke the proxy on their behalf.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of SPOD consists of an unlimited number of Class A common shares without par value (each, a "Common Share"). As at the date hereof, there are issued and outstanding 94,015,313 fully paid and non-assessable Common Shares without par value, each share carrying the right to one vote. The Company has no other classes of voting securities.

Persons who are registered shareholders at the close of business on December 22, 2025 will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each share held.

To the knowledge of the directors and senior officers of the Company, no persons beneficially 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 that have the right to vote in all circumstances.

STATEMENT OF EXECUTIVE COMPENSATION

The following information, dated as of December 24, 2025, is presented in accordance with National Instrument Form 51-102F6V Statement of Executive Compensation – Venture Issuers (the "Form") of the Company for the financial years ended on July 31, 2024 and July 31, 2025.

Definitions: For the purpose of this statement:

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

"compensation securities" includes stock options, restricted stock units, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted share units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

"external management company" includes a subsidiary, affiliate or associate of the external management company.

"Named Executive Officer" or "NEO" means each of the following individuals:

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer ("CEO");

(b) each individual who, in respect of the Company, during any part of the most recently completed

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financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer ("CFO");

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of National Instrument 51-102, for that financial year; and

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

“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.

“underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities.

Reported NEOs

During the financial year ended July 31, 2024, based on the definition above, the NEOs of the Company were: Mathieu Couillard, CEO of the Company; Veronique Laberge, CFO of the Company.

During the financial year ended July 31, 2025, based on the definition above, the NEOs of the Company were: Mathieu Couillard, CEO of the Company; Veronique Laberge, CFO of the Company.

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table provides information regarding compensation paid, payable, awarded to, or earned by the Company’s Chief Executive Officer and Chief Financial Officer, (together, the “Named Executive Officers”) and any director who is not a Named Executive Officer for the financial years ended July 31, 2024 and 2025. There were no other executive officers of the Company or individuals who individually earned more than $150,000 in total compensation.

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of All Other Compensation ($)	Total Compensation ($)
Mathieu Couillard(1)
Former CEO and Director	2025
2024	120,000
35,000	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	120,000
35,000
Veronique Laberge(2)
CFO and Corporate Secretary	2025
2024	42,000
18,000	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	42,000
18,000

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Chris Cooper^{(3)}	2025	Nil	Nil	Nil	Nil	Nil	Nil
Former CEO and Director	2024	72,000	Nil	Nil	Nil	Nil	72,000
Hani Zabaneh^{(4)}	2025	1,000	Nil	Nil	Nil	Nil	1,000
Former CFO, Current Director	2024	20,000	Nil	Nil	Nil	Nil	20,000
Gerald Kelly^{(5)}	2025	1,000	Nil	Nil	Nil	Nil	1,000
Former Director	2024	12,000	Nil	Nil	Nil	Nil	12,000
Jeannot Theberge^{(6)}	2025	1,000	Nil	Nil	Nil	Nil	1,000
Director	2024	12,000	Nil	Nil	Nil	Nil	12,000
Richard Goldstein	2025	15,000	Nil	Nil	Nil	Nil	15,000
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
Martin Dallaire	2025	200	Nil	Nil	Nil	Nil	200
Director	2024	2,000	Nil	Nil	Nil	Nil	2,000

Notes:
(1) Mathieu Couillard resigned as director and CEO on December 19, 2025.
(2) Veronique Laberge was appointed as CFO and Corporate Secretary on March 18, 2024.
(3) Chris Cooper resigned as director and CEO on April 15, 2024.
(4) Hani Zabaneh was appointed as CFO and Corporate Secretary on March 18, 2024, as resigned as an officer on March 18, 2025.
(5) Gerald Kelly resigned as a director on October 29, 2025.
(6) Jeannot Theberge is not standing for re-election.

In the above, all amounts of compensation were paid to directors or NEOs in their capacity as directors or NEOs of the Company, in their capacity as members of a committee of the board of directors of the Company, or as consultants or experts, during the Company’s past four fiscal years

Stock Options and Other Compensation Securities

For the year ended July 31, 2024, the Company granted 300,000 compensation securities to directors or NEOs and consultants of the Company. No director or NEO of the Company has exercised any compensation securities during the financial year ended July 31, 2024.

For the year ended July 31, 2025, the Company granted 400,000 compensation securities to directors or NEOs and consultants of the Company. No director or NEO of the Company has exercised any compensation securities during the financial year ended July 31, 2025.

Stock Option Plans and Other Incentive Plans

The Company has adopted a stock option plan (the “Plan”) which provides eligible directors, officers, employees and consultants with the opportunity to acquire an ownership interest in the Company and is the basis for the Company’s long-term incentive scheme. The Plan was previously approved by the shareholders of the Company at the Company’s 2021 meeting of shareholders. The key features of the Plan are as follows:

• The maximum number of Common Shares issuable under the Plan shall not exceed $10\%$ of the number of Common Shares of the Company issued and outstanding as of each award date, inclusive of all Common Shares reserved for issuance pursuant to previously granted stock options.

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• The options have a maximum term of five years from the date of issue.
• Options vest as the board of directors of the Company may determine upon the award of the options.
• The exercise price of options granted under the Plan will be determined by the board of directors but will not be less than the greater of the closing market price of the Company’s Common Shares on the Canadian Securities Exchange on (a) the trading day prior to the date of grant of the options; and (b) the date of grant of the stock options.
• The expiry date of an option shall be the earlier of the date fixed by the Company’s board of directors on the award date, and: (a) in the event of the death of the option holder while he or she is a director or employee (other than an employee performing investor relations activities), 12 months from the date of death of the option holder, or while he or she is a consultant or an employee performing investor relations activities, 30 days from the date of death of the option holder; (b) in the event that the option holder holds his or her option as a director and such option holder ceases to be a director of the Company other than by reason of death, 90 days following the date the option holder ceases to be a director (provided however that if the option holder continues to be engaged by the Company as an employee or consultant, the expiry date shall remain unchanged), unless the option holder ceases to be a director as a result of ceasing to meet the qualifications set forth in section 124 of the Business Corporations Act (British Columbia) or a special resolution passed by the shareholders of the Company pursuant to section 128(3) of the Business Corporations Act (British Columbia), in which case the expiry date will be the date that the option holder ceases to be a director of the Company; (c) in the event that the option holder holds his or her option as an employee or consultant of the Company (other than an employee or consultant performing investor relations activities) and such option holder ceases to be an employee or consultant of the Company other than by reason of death, 30 days following the date the option holder ceases to be an employee or consultant, unless the option holder ceases to be such as a result of termination for cause or an order of the British Columbia Securities Commission, the Canadian Securities Exchange or any regulatory body having jurisdiction to so order, in which case the expiry date shall be the date the option holder ceases to be an employee or consultant of the Company; and (d) in the event that the option holder holds his or her option as an employee or consultant of the Company who provides investor relations activities on behalf of the Company, and such option holder ceases to be an employee or consultant of the Company other than by reason of death, the expiry date shall be the date the option holder ceases to be an employee or consultant of the Company.

The Plan may be terminated at any time by resolution of the board of directors, but any such termination will not affect or prejudice rights of participants holding options at that time. If the Plan is terminated, outstanding options will continue to be governed by the provisions of the Plan.

Employment, Consulting and Management Agreements

On April 1, 2024, the Company is a party to a consulting contract with Ms. Veronique Laberge for services as the Chief Financial Officer. The agreement has a term of one year, renewable for a period and terms to be agreed upon by both parties. The Company agreed to pay a monthly compensation of $3,500 plus applicable taxes every month. The Company or Ms. Laberge may terminate this agreement by giving a 90 days’ notice and payment in full of the remaining monthly fees of this 90-days period. The Company may terminate this Agreement immediately, without notice and without payment of any compensation in lieu thereof, in the event that Ms. Laberge commits a material breach of the terms and conditions of this Agreement that has not been remedied, or engages in any wilful or intentional act that materially injures the Company.

On February 10, 2025, the Company entered into a Board Committee Chairman Agreement with Richard Goldstein, pursuant to which Mr. Goldstein was appointed as Chairman of the Audit Committee. Under the

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agreement, Mr. Goldstein is entitled to compensation of $5,000 per fiscal quarter, payable in arrears, and was granted 400,000 incentive stock options upon execution of the agreement, with such options governed by the Company’s stock option plan. The agreement remains in effect until the earliest of the next annual meeting of shareholders, resignation, removal, death, disability, or mutual termination, and may be terminated upon the cessation of Mr. Goldstein’s service as a director or committee chair.

Oversight and Description of Director and Name Executive Officer Compensation

The board has not created or appointed a compensation committee given the Company's current size and stage of development. All tasks related to developing and monitoring the Company's approach to the compensation of the Company's NEOs and directors are performed by the members of the board. The compensation of the NEOs, directors and the Company's employees or consultants, if any, is reviewed, recommended and approved by the board without reference to any specific formula or criteria. NEOs that are also directors of the Company are involved in discussions relating to compensation, but disclose their interest in, and abstain from voting on, decisions related to their own respective compensation.

The overall objective of the Company's compensation strategy is to offer short, medium and long-term compensation components to ensure that the Company has in place programs to attract, retain and develop management of the highest caliber and has in place a process to provide for the orderly succession of management, including receipt on an annual basis of any recommendations of the chief executive officer, if any, in this regard.

Executive officers' compensation is currently composed of two major components: a short-term compensation component, which includes the payment of management fees to certain NEOs, and a long-term compensation component, which includes the grant of stock options under the Stock Option Plan. Management fees primarily reward recent performance and incentive stock options encourage NEOs and directors to continue to deliver results over a longer period of time and serve as a retention tool. The Company intends to further develop these compensation components.

The management fee for each NEO, as applicable, is determined by the board based on the level of responsibility and experience of the individual, the relative importance of the position to the Company, the professional qualifications of the individual and the performance of the individual over time.

The second component of the executive officers' compensation is stock options. The objectives of the Company's compensation policies and procedures are to align the interests of the Company's employees with the interests of the shareholders. Therefore, a significant portion of total compensation granted by the Company, being the grant of stock options, is based upon overall corporate performance.

Although it has not to date, the board may in the future consider, on an annual basis, an award of bonuses to key executives and senior management. The amount and award of such bonuses is expected to be discretionary, depending on, among other factors, the financial performance of the Company and the performance of the executive. The board considers that the payment of such discretionary annual cash bonuses may satisfy the medium-term compensation component.

The Company relies on board discussion, without formal objectives, criteria and analysis, when determining executive compensation. There are currently no formal performance goals or similar conditions that must

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be satisfied in connection with the payment of executive compensation.

The NEOs' performances and salaries or fees are to be reviewed periodically. Increases in management fees are to be evaluated on an individual basis and are performance and market based. Compensation is not tied to performance criteria or goals such as milestones, agreements or transactions, and the Company does not use a "peer group" to determine compensation.

Pension Disclosure

The Company does not have any pension, retirement or deferred compensation plans, including defined contribution plans in place for its NEOs or directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth SPOD's equity compensation plan information as of July 31, 2025:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in second the column)
Equity compensation plans approved by securityholders(1)	1,600,000	$0.08	7,801,531
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	1,600,000	$0.08	7,801,531

(1) These amounts relate to SPOD options granted and SPOD Common Shares available for issuance pursuant to SPOD's stock option plan.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

During the financial year ended July 31, 2025, no director, executive officer, senior officer or nominee for director of SPOD or any of their associates was indebted to SPOD, nor has any of these individuals been indebted to another entity which indebtedness is the subject of a guarantee, support in agreement, letter of credit or other similar arrangement or understanding provided by SPOD.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Information Circular and other than transactions carried out in the ordinary course of business of SPOD, no informed person or proposed director of SPOD and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of SPOD's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect SPOD.

MANAGEMENT CONTRACTS

Other than as described elsewhere in this Information Circular, there are no agreements or arrangements under

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which management functions of SPOD or any subsidiary of SPOD are, to any substantial degree, performed by a person other than the directors or executive officers of SPOD or a subsidiary of SPOD.

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. The Board and senior management consider good corporate governance to be central to the effective and efficient operation of the Company.

National Policy 58-201 Corporate Governance Guidelines (“NP 58-201”) establishes corporate governance guidelines, which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines; however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted.

National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) requires the Company to disclose annually in its Statement certain information concerning its corporate governance practices. As a “venture issuer” the Company is required to make such disclosure with reference to the requirements of Form 58-101F2, which disclosure is set forth below.

Board of Directors

Each of Richard Goldstein, Martin Dallaire, Hani Zabaneh, and Jeannot Theberge is an “independent” director, according to the definition set out in NI 52-110. Jeannot Theberge is not standing for re-election. Veronique Laberge is not independent as she is the interim CEO and CFO of the Company. Michel Lebeuf, as proposed director, will not be independent as he is the spouse of Ms. Laberge.

The independent directors believe that their knowledge of the Company’s business and their independence are sufficient to facilitate the functioning of the board independently of management. To facilitate open and candid discussion among the board’s independent directors, the independent directors have the discretion to meet in private in the absence of the other directors whenever they believe it is appropriate to do so. To date, the independent directors have not held a meeting at which non-independent directors and members of management were not in attendance.

Other Directorships

The directors of the Company are presently directors of other reporting issuers, as follows:

Director	Other Issuers
Mathieu Couillard	Ecolomondo Corporation
Hani Zabaneh	Datum Ventures Inc.
	Quebec Nickel Corp.
	MDK Acquisition Inc.
	Uriel Gas Holdings Corp.
	Adaptogenics Health Corp.
Jeannot Theberge	None
Richard Goldstein	Canntab Therapeutics Limited

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Martin Dallaire
Visible Gold Mines Inc.

Veronique Laberge
NuGen Medical Devices Corp.
Visible Gold Mines Inc.
Syntheia Corp.
Chablis Capital Corp.
Temas Resources Corp.
Ecolomondo Corporation

Michel Lebeuf
Tantalex Lithium Resources Corporation
Tarku Resources Ltd.
Fairchild Gold Corp.

Orientation and Continuing Education

Management will ensure that a new appointee to the board receives the appropriate written materials to fully apprise him or her of the duties and responsibilities of a director pursuant to applicable law and policy. Each new director brings a different skill set and professional background, and with this information, the board is able to determine what orientation to the nature and operations of the Company’s business will be necessary and relevant to each new director.

Ethical Business Conduct

The board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company’s business plan and to meet performance objectives and goals. In addition, the board must comply with conflict of interest provisions in Canadian corporate law, including relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Nomination of Directors

Given the Company’s current stage of development and size of the board, the board is presently of the view that it functions effectively as a committee of the whole with respect to the nomination of directors. The entire board will assess potential nominees and take responsibility for selecting new directors. Any nominees are expected to be generally the result of recruitment efforts by the board members, including both formal and informal discussions among board members and management of the Company.

Compensation

The Company does not have a Compensation Committee. Compensation matters for the Company’s directors and officers are dealt with by the full board. The board meets to discuss and determine director and management compensation without reference to formal objectives, criteria or analysis.

Other Board Committees

The only board committee of the Company is the Audit Committee.

Assessments

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The board annually reviews its own performance and effectiveness. Neither the Company nor the board has determined formal means or methods to regularly assess the board, its committees or the individual directors with respect to their effectiveness and contributions. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of an individual director are informally monitored by the other board members, having in mind the business strengths of the individual and the purpose of originally nominating the individual to the board.

The board is of the view that the Company's corporate governance practices are appropriate and effective for the Company, given its relatively small size and limited operations. The Company's method of corporate governance allows for the Company to operate efficiently, with simple checks and balances that control and monitor management and corporate functions without excessive administrative burden.

AUDIT COMMITTEE DISCLOSURE

General

The Audit Committee is responsible for reviewing the Company's financial reporting procedures, internal controls and the performance of the financial management and external auditor of the Company. The Audit Committee also reviews the annual and interim financial statements and makes recommendations to the Board.

As the Company is a "venture issuer" (as defined in National Instrument 52-110 – Audit Committees ("NI 52-110")), it is relying on the exemptions provided to it under section 6.1 of NI 52-110 with respect to the composition of the Audit Committee and with respect to Audit Committee reporting obligations. At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the charter of the Audit Committee under the heading "Responsibilities". At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the board of directors.

The Audit Committee is comprised of Martin Dallaire, Richard Goldstein and Jeannot Theberge, all of whom are "financially literate" and two of whom are "independent", as those terms are defined in NI 52-110. Chris Cooper is not independent. The education and experience of each audit committee member that is relevant to the performance of his responsibilities as an audit committee member, and in particular the education or experience that provides each member with (i) an understanding of the accounting principles used by the Company to prepare its financial statements, (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions, (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, and (iv) an understanding of internal controls and procedures for financial reporting, is as follows:

Richard Goldstein

Mr. Goldstein has over 31 years' experience working in all facets of capital markets, including investment banking, and institutional sales and trading. Prior to founding First Republic Capital Corp., an exempt market dealer, 13 years ago, he was a founding partner at Fraser Mackenzie before serving as the Executive Vice-President and Head of investment banking at Standard Securities. He is a Concordia University International Business Graduate and holds an MBA from McMaster University.

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Martin Dallaire
Mr. Dallaire was born and raised in Rouyn-Noranda and has more than two decades of experience in the financial industry with a particular focus on the junior mining sector. His areas of expertise include strategic planning, sourcing and structuring of financings, due diligence reviews, mergers and acquisitions. Mr. Dallaire, who obtained an Engineering degree from the Université du Québec à Chicoutimi in 1992, has also been a member of the surveillance committee of the FERIQUE Funds for more than 5 years. He is also President, CEO and Director of Visible Gold Mines Inc.

Jeannot Theberge
Mr. Theberge has been a senior consulting geologist on many projects in the Province of Quebec and New-Brunswick with focus on precious metal exploration. Jeannot Theberge is not standing for re-election and a replacement will be appointed after the Meeting.

Charter
The Audit Committee’s charter is attached to this Information Circular as Appendix I.

External Auditor Service Fees (By Category)
The aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
July 31, 2024	42,500	-	4,250	-
July 31, 2025	35,000	-	4,250	-

(1) Current accrual, based on prior year.

FINANCIAL STATEMENTS
The audited financial statements of the Company for the years ended July 31, 2024 and July 31, 2025, will be placed before you at the Meeting. A copy of these financial statements, together with the auditor’s report thereon, and Management’s Discussion and Analysis, were mailed to those shareholders who returned the ‘request for annual and interim financial statement return card’, mailed to shareholders in connection with the Company’s annual general and special meeting and indicated to the Company that they wished to receive these documents. Shareholders can request a copy of our future financial statements and MD&A by completing our supplemental request card, which accompanies the Notice of Meeting and this Information Circular. These financial statements and MD&A are also available for review on SEDAR+ (www.sedarplus.ca).

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Election of Directors
The directors of SPOD are elected at each Annual General Meeting and hold office until the next Annual General Meeting or until their successors are appointed.

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Shareholder approval will be sought to fix the number of directors of SPOD at five (5).

The nominees for election as directors of the Company are set out below. In the absence of instructions to the contrary, the enclosed proxy will be voted FOR the nominees herein listed. If any of the nominees is for any reason unavailable to serve as a director, the persons named in the accompanying form of proxy shall be entitled to vote for any other individual as director in their discretion. As of the date of this Information Circular, management of the Company is not aware that any of the proposed nominees will be unavailable to serve as director.

Name, Residence and Current Position with the Company	Principal Occupation or Employment during the Past Five Years	Date Appointed (1)	Number of Common Shares
Veronique Laberge
Laval, QC
Director, Interim CEO, CFO	Founder of Veronique Laberge CPA inc.; Fractional CFO or public and private companies	March 18, 2025 (CFO) and December 19, 2025 (Interim CEO and director)	Nil
Richard Goldstein(2)
North York, ON
Director	President of First Republic Capital Corporation	October 29, 2024	800,000
Hani Zabaneh
Vancouver, BC
Director	Independent consultant and advisor; director and officer of multiple listed companies	March 17, 2021	Nil
Martin Dallaire(2),
Rouyn-Noranda, QC
Director	President and Chief Executive Officer of Visible Gold Mines Inc.	May 30, 2024	1,591,400
Michel Lebeuf
Laval, QC
Proposed Director	Founder of Lebeuf Legal Inc.	-	Nil

(1) Each director of the Company ceases to hold office immediately before an Annual General Meeting for the election of directors is held but is eligible for re-election or re-appointment. Jeannot Theberge is not standing for re-election.
(2) Member of the audit committee.

Except as described below, no director or proposed director:

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

i) was subject to a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days (an "order") while that person was acting in that capacity; or
ii) was subject to an order that was issued after the proposed director 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 that capacity;

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b) is, as of the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including SPOD) 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 the assets of the proposed director; or

c) has within the 10 years before the date hereof, become a 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;

Richard Goldstein was a director and CFO of Cannabid Therapeutics Limited when a failure-to-file cease trade order (“CTO”) was issued by securities regulatory authorities of Ontario on October 4, 2023. The CTO was issued as a result of Cannabid failing to file the following periodic disclosure required by the legislation (i) annual audited financial statements for the year ended May 31, 2023; (ii) annual management’s discussion and analysis for the year ended May 31, 2023; and (iii) certification of the annual filings for the year ended May 31, 2023.

Hani Zabaneh became a director of Uriel Gas Holdings Corp. after a CTO was issued by securities regulatory authorities of Alberta on November 1, 2024. The CTO was issued as a result of Uriel Gas failing to file the following periodic disclosure required by the legislation (i) annual audited financial statements for the year ended June 30, 2024; (ii) annual management’s discussion and analysis for the year ended June 30, 2024; and (iii) certification of the annual filings for the year ended June 30, 2024.

Véronique Laberge was the Chief Financial Officer of EXI Ventures Corp. when a cease trade order was issued by the Ontario Securities Commission on February 3, 2025 as a result of failing to file the following periodic disclosure required by the legislation: (i) annual audited financial statements for the year ended September 30, 2024; (ii) annual management’s discussion and analysis for the year ended September 30, 2024; and (iii) certification of annual filings for the year ended September 30, 2024. The cease trade order was revoked on April 23, 2025.

Michel Lebeuf was a director of Bitumen Capital Inc. (TSXV-BTM.H) (“Bitumen”), a capital pool company listed on the NEX board of the TSX Venture Exchange during Bitumen’s annual general meeting in February 2017, in order to meet the requirements of the Canada Business Corporation Act of at least three directors on the board. On May 8, 2017, Bitumen, having not enough cash to pay the audit of its annual financial statements was unable to file in due time said annual audited financial statements and was issued a cease trade order in the Provinces of Quebec and Ontario. The cease trade order was revoked on September 22, 2017.

Michel Lebeuf is also a director and the Chief Financial Officer of 27 Red Capital Inc. when a cease trade order was issued by the British Columbia Securities Commission on May 6, 2019 as a result of failing to file the following periodic disclosure required by the legislation: (i) annual audited financial statements for the year ended December 31, 2018; (ii) annual management’s discussion and analysis for the year ended December 31, 2018; and (iii) certification of annual filings for the year ended December 31, 2018. The company has yet to file the required periodic disclosure documentation. An application for a full revocation is anticipated to be submitted once the required periodic disclosure documentation is filed sometime this year.

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Michel Lebeuf Jr. was a director and corporate secretary of World Outfitters Corporation Safari Nordik when the Autorité des marchés financiers, as principal regulator, issued a cease trade order on July 19, 2011. Cease trade orders were also issued by Ontario, British Columbia and Alberta for failure to file (i) annual audited financial statements for the year ended November 30, 2010; (ii) annual management's discussion and analysis for the year ended November 30, 2010; and (iii) certification of annual filings for the year ended November 30, 2010. The Autorité des marchés financiers and the Ontario Securities Commission granted a partial revocation order on March 16, 2023, and the British Columbia Securities Commission and the Alberta Securities Commission issued their partial revocation order on April 21, 2021. World Outfitters Corporation Safari Nordik is currently working on obtaining full revocation of the CTO.

Michel Lebeuf was the Corporate Secretary of Auxico Resources Canada Inc. when a cease trade order was issued by the Autorité des marchés financiers for failure to file a 43-101 technical report on December 14, 2023. Michel Lebeuf resigned from the company on March 21, 2024.

Michel Lebeuf is the Corporate Secretary of Tantalex Lithium Resources Corporation when a cease trade order was issued by the Ontario Securities Commission on July 7, 2025 for failure to file (i) annual audited financial statements for the year ended February 28, 2025; (ii) annual management's discussion and analysis for the year ended February 28, 2025; and (iii) certification of annual filings for the year ended February 28, 2025. A partial revocation order was issued on September 19, 2025.

Appointment of Auditor

Shareholders are being asked to approve an ordinary resolution appointing Dale Matheson Carr-Hilton Labonte LLP as auditor of SPOD to hold office until the close of the next Annual General Meeting of the shareholders, at a remuneration to be fixed by the board. In order to be effective, the ordinary resolution requires the approval of the majority of the votes cast at the Meeting in respect of the resolution. In the absence of instructions to the contrary, the enclosed proxy will be voted FOR the appointment of Dale Matheson Carr-Hilton Labonte LLP as auditor of SPOD and to authorize the board to fix their remuneration.

Approval of Stock Option Plan

Management is seeking shareholder approval for the re-approval and ratification of the Stock Option Plan along with the number of shares reserved for issuance under the Stock Option Plan in accordance with and subject to the rules and policies of the Canadian Securities Exchange (the "CSE"). According to CSE policies, the Company must obtain security holder approval for an evergreen plan (also known as a rolling plan) in order to continue to grant awards.

The Board of Directors of the Company has established an incentive Stock Option Plan reserving a rolling 10% of the issued and outstanding shares of the Company, available to be granted from time to time. The purpose of the Stock Option Plan is to provide incentive to employees, directors, officers, management companies and consultants who provide services to the Company and reduce the cash compensation the Company would otherwise have to pay. See "Stock Option Plans and Other Incentive Plans" above for a summary of the material terms of the Stock Option Plan.

Disinterested Shareholders will be asked to approve the following resolution:

"BE IT RESOLVED:

1. that the Stock Option Plan be and the same is hereby approved, confirmed and ratified and that the directors of the Company be and are hereby authorized to make such amendments or revisions to the Stock Option Plan from time to time, without further shareholder approval, as may be required by the CSE or any other stock exchange upon which the Company's shares may be listed for trading

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in order to cause the Stock Option Plan to fully comply with the requirements of the of such exchange and to fully carry out this resolution;

1. all options to acquire common shares of the Company previously issued by the Company to directors, officers, employees and consultants of the Company or any subsidiary of the Company and currently outstanding shall be deemed to have been granted and issued under the Stock Option Plan and otherwise be governed by the terms and conditions of the Stock Option Plan, subject to the specific terms and conditions as to exercise price, vesting periods, if any, and expiry dates as are currently applicable to such options;

2. All unallocated entitlements under the Stock Option Plan be approved, and the Company has the ability to continue granting options and awards under the Plan until January 29, 2029, which is the date that is three (3) years from the date at which shareholder approval is being sought; and

3. the reservation under the Stock Option Plan of a maximum up to the amount of 10% of the issued shares of the Company on a rolling basis, at the time of granting of the stock option pursuant to the Stock Option Plan be and the same is hereby approved."

In the absence of instructions to the contrary, the enclosed proxy will be voted FOR the approval of the Stock Option Plan.

Approval of the Stock Options Issuance to Richard Goldstein

Management is seeking shareholder approval for the issuance of 400,000 Stock Options at a price of $0.05 per stock option to Richard Goldstein, director, on February 10, 2025, until February 10, 2030, under the Stock Option Plan. Pursuant to CSE policies, stock option plans are subject to CSE approval on a three-year basis. Certain stock options were granted outside the applicable three-year approval period. Accordingly, the approval of the Company’s disinterested shareholders is being sought to ratify such option grants.

Disinterested Shareholders will be asked to approve the following resolution:

“BE IT RESOLVED:

1. that the issuance of 400,000 Stock Options at a price of $0.05 per Stock Option for a period of five (5) years from February 10, 2025 to Richard Goldstein, director be and the same is hereby approved, confirmed and ratified.”

In the absence of instructions to the contrary, the enclosed proxy will be voted FOR the approval of the Stock Options issuance to Richard Goldstein.

Approval of Share Consolidation

At the Meeting, shareholders will be asked to approve a special resolution authorizing the Corporation to consider consolidating the common shares of the Corporation up to a maximum of 15 common shares to 1 common share for a period until the next meeting of shareholders (the “Consolidation”). The implementation of the Consolidation is conditional upon the Corporation obtaining all necessary regulatory consents.

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The consideration of a Consolidation is being sought on the basis that a smaller number of issued and outstanding shares and a higher per unit common share price would provide a more advantageous market environment for the Corporation's business, provide further flexibility for funding and/or for project acquisition purposes.

In accordance with the Articles of the Company and the Business Corporations Act (British Columbia), the Consolidation must be approved by a majority of the votes cast by 66⅔% of the votes cast in respect thereof by shareholders present in person or represented by proxy at the Meeting (the "Consolidation Resolution").

Approval of the Consolidation by the shareholders would give the Board authority to implement the Consolidation at any time up until the next annual meeting of shareholders. In addition, notwithstanding approval of the Consolidation by the shareholders, the Board, in its sole discretion, may revoke the Consolidation Resolution and abandon the Consolidation without further approval, action by, or prior notice to shareholders.

The exercise or conversion price and/or the number of common shares issuable under any outstanding convertible securities, including under any outstanding stock options, warrants, rights and any other similar securities will be proportionately adjusted upon the implementation of the Consolidation, in accordance with the terms of such securities, on the same basis as the Consolidation of the common shares.

Prior to making any amendment to effect the Consolidation, the Company shall first be required to obtain any and all applicable regulatory and the CSE approvals.

The text of the Consolidation Resolution to be voted on at the Meeting by the Shareholders is set forth below:

“BE IT RESOLVED as a special resolution of the Company that:

1. The Company is hereby authorized to alter its share structure by consolidating each of the issued and outstanding common shares of the Company by exchanging up to fifteen (15) common shares of the Company, or such lesser amount as the directors of the Company may determine, into one (1) common share of the Company, provided that in the event that the consolidation would otherwise result in a shareholder holding a fraction of a common share, such fractional share, if less than one-half, shall be rounded down to zero and, if equal to or greater than one-half, shall be rounded up to one and added to the number of common shares which the shareholder is entitled to receive (the “Consolidation”).

2. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver, under corporate seal of the Company or otherwise all documents and instruments and to do all such other acts and things as in his or her opinion may be necessary or desirable to give full effect to the above resolutions.

3. Notwithstanding that this resolution has been passed by the shareholders of the Company, the board of directors be and are hereby authorized and empowered, without further approval of the shareholders of the Company, to determine the consolidation ratio or revoke this resolution at any time before the Consolidation becomes effective.”

In the absence of instructions to the contrary, the enclosed proxy will be voted FOR the approval of the Consolidation Resolution.

ADDITIONAL INFORMATION

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Additional information relating to SPOD is available through the Company’s profile on SEDAR+ at www.sedarplus.ca. Shareholders may also be obtained by sending a written request to the CFO of the Company at the Company’s registered office located at Suite 600-1090 West Georgia Street, Vancouver, BC V6E 3V7.

Financial information is provided in SPOD’s comparative financial statements and MD&A for its most recently completed financial year, which are filed on SEDAR+ at www.sedarplus.ca.

OTHER MATTERS

Neither the SPOD board of directors nor management of SPOD is aware of any matters that will be brought before the Meeting other than those referred to in the Notice of Meeting. 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 Proxy.

By order of the board of directors of

SPOD LITHIUM CORP.

Veronique Laberge

Interim Chief Executive Officer

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Spod Lithium Corp. – 2025 Notice and Information Circular – Appendix I
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APPENDIX I

AUDIT COMMITTEE CHARTER

General

The primary function of the Audit Committee is to assist the Board of Directors of Spod Lithium Corp. (the "Board") in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the shareholders and others, the systems of internal controls and management information systems established by management and SPOD’s external audit process and monitoring compliance with SPOD’s legal and regulatory requirements with respect to its financial statements.

The Audit Committee is accountable to the Board. In the course of fulfilling its specific responsibilities hereunder, the Audit Committee is expected to maintain an open communication between SPOD’s external auditors and the Board.

The responsibilities of a member of the Audit Committee are in addition to such member’s duties as a member of the Board.

The Audit Committee does not plan or perform audits or warrant the accuracy or completeness of SPOD’s financial statements or financial disclosure or compliance with generally accepted accounting procedures as these are the responsibility of management and the external auditors.

Relationship with External Auditors

The external auditor is required to report directly to the Audit Committee. Opportunities shall be afforded periodically to the external auditor and to members of senior management to meet separately with the Audit Committee.

Composition of Audit Committee

The Committee membership shall satisfy the laws governing SPOD and the independence, financial literacy and experience requirements under securities law, stock exchange and any other regulatory requirements as are applicable to SPOD.

Responsibilities

1. The Audit Committee shall be responsible for making the following recommendations to the Board:

(a) the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for SPOD; and

(b) the compensation of the external auditor.

1. The Audit Committee shall be directly responsible for overseeing the work of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting. This responsibility shall include:

(a) reviewing with management and the external auditor any proposed changes in major accounting policies, the presentation and impact of significant risks and uncertainties, and key estimates and judgments of management that may be material to financial reporting;

(b) questioning management and the external auditor regarding significant financial reporting issues discussed during the fiscal period and the method of resolution;

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(c) reviewing audited annual financial statements, in conjunction with the report of the external auditor;
(d) reviewing any problems experienced by the external auditor in performing the audit, including any restrictions imposed by management or significant accounting issues on which there was a disagreement with management; and
(e) reviewing the evaluation of internal controls by the external auditor, together with management’s response.

1. The Audit Committee shall review interim unaudited financial statements before release to the public.
2. The Audit Committee shall review all public disclosures of audited or unaudited financial information before release, including any prospectus, annual report, annual information form, and management’s discussion and analysis.
3. The Audit Committee shall review the appointments of the chief financial officer and any other key financial executives involved in the financial reporting process, as applicable.
4. Except as exempted by securities regulatory policies, the Audit Committee shall pre-approve all non-audit services to be provided to SPOD or its subsidiary entities by the external auditor.
5. The Audit Committee shall ensure that adequate procedures are in place for the review of SPOD’s public disclosure of financial information extracted or derived from SPOD’s financial statements, and shall periodically assess the adequacy of those procedures.

6. The Audit Committee shall establish procedures for:
   (a) the receipt, retention and treatment of complaints received by SPOD regarding accounting, internal accounting controls, or auditing matters; and
   (b) the confidential, anonymous submission by employees of SPOD of concerns regarding questionable accounting or auditing matters.

7. The Audit Committee shall periodically review and approve SPOD’s hiring policies, if any, regarding partners, employees and former partners and employees of the present and former external auditor of SPOD.

8. Meetings of the Audit Committee shall be scheduled to take place at regular intervals and, in any event, not less frequently than quarterly.

Authority

The Audit Committee shall have the authority to:
1. engage independent counsel and other advisors as it determines necessary to carry out its duties;
2. set and pay the compensation for any advisors employed by the Audit Committee; and
3. communicate directly with the external auditors.

Spod Lithium Corp. – 2025 Notice and Information Circular – Appendix I
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