Three Sixty Solar Ltd. — Management Reports 2022

Apr 29, 2022

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Management’s Discussion and Analysis Year ended December 31, 2021

LIBERTY ONE LITHIUM CORP.

Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the Liberty One Lithium Corp. (“Liberty One” or the “Company”) condensed interim consolidated financial statements. The information provided herein should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements for the year-ended December 31, 2021, and the audited consolidated financial statements for the year ended December 31, 2021, and 2020 and related notes attached thereto, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Except as otherwise disclosed, all dollar figures in this report are stated in Canadian dollars (“CAD”). The effective date of this report is April 29, 2022.

Management is responsible for the preparation and integrity of the condensed interim consolidated financial statements, including the maintenance of appropriate information systems, procedures, and internal controls and to ensure that information used internally or disclosed externally, including the condensed interim consolidated financial statements and MD&A, is complete and reliable. The Company’s board of directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board’s audit committee reviews with management on a quarterly basis the condensed interim consolidated financial statements including the MD&A as well as other financial, operating, and internal control matters.

Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements. See “Forward-Looking Statements” that are subject to risk factors set out in a cautionary note contained herein.

In December 2020, the Board of Directors approved a 10 for 1 share consolidation. All common share, stock option and per share amounts for all periods presented have been restated to reflect this consolidation.

The reader is encouraged to review Company statutory filings on www.sedar.com.

DESCRIPTION OF BUSINESS AND OVERVIEW

Liberty One is a development stage company, focused on establishing a solar-related venture (see SUBSEQUENT EVENT section). On May 2, 2017, the Company received approval for the reactivation and graduation for trading on the TSX Venture Exchange (“TSX-V”) under the symbol “LBY.”

Outlook

With the continued, and now extended, depression in lithium prices, the Company has sought opportunities in several other industries. Given the Company’s proven ability to raise capital quickly and efficiently, combined with significant cash reserves, the Company is a sought-after joint venture partner. With the recent signing of a binding amalgamation agreement, the Company is poised to move into the solar power industry.

LIBERTY ONE LITHIUM CORP. Management’s Discussion and Analysis Year ended December 31, 2021

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OPERATING AND FINANCIAL SUMMARY

For the year-ended December 31, 2021:

• Incurred a loss of $2.5 million compared to $1.4 million in the prior year

• Cash used in operations was $1.3 million consistent with $1.3 million the previous year.

• The Company completed the acquisition of Victory Exploration Inc. (“Victory Exploration Inc.”) in May 2021 through the issuance of 1,499,996 common shares and $250,000, resulting in the Company holding gold mineral leases in the James Bay region of northern Quebec.

• The Company made its’ option payment with respect to its Jackfish lake project in Ontario

• Considering the Company’s expected move to solar power, the Company impaired both its gold related properties

For the three-months ended December 31, 2021:

• Incurred a loss of $1.4 million compared to $0.4 million in the comparable quarter in 2020.

• Cash used in operating activities was $0.3 million, compared to $0.4 million in the comparable quarter in 2020.

• The Company made its’ option payment with respect to its Jackfish lake project in Ontario

• Considering the Company’s expected move to solar power, the Company impaired both its gold related properties

SUMMARY OF SELECTED RESULTS

UMMARY OF SELECTED RESULTS
$ (except per share amounts)	Three-months ended		Year-ended
	December 31,		December 31,
	2021	2020	2021	2020
Expenses Loss and comprehensive loss Per share – basic and diluted Cash used in operating activities Per share – basic and diluted(1) Cash used in investing activities Working capital Shareholders’ equity Total assets	443,434	402,087 392,821 0.05 403,025 0.05 4,570	1,576,070	1,527,745 1,449,724 0.19 1,345,019 0.17 19,570 5,719,340 5,903,562 6,221,896
	997,079		2,553,563
	0.15		0.29
	282,704		1,316,846
	0.03		0.15
	15,000		112,774
			4,079,918
			4,182,999
			4,576,086

(1) Based on the same weighted average number of common shares outstanding used to calculate loss and comprehensive loss per share.

EXPENSES

Cash expenses

Cash expenses for the three-months and years-ended December 31, 2021, and 2020 are as follows:

$	Three-months ended	Three-months ended	Year-ended	Year-ended
	December 31,		December 31,
	2021	2020	2021	2020
Total expenses Less depreciation Total cash expenses	443,434	402,087 (23,037)	1,576,070	1,527,745 (92,103)
	(21,982)		(89,316)
	421,452	379,050	1,486,754	1,435,642

For the three-months ended December 31, 2021, as compared to the same period in 2020, total cash expenses have increased due to increased professional fees associated with the Three Sixty transaction.

For the year-ended December 31, 2021, as compared to the same period in 2020, total cash expenses have remained consistent as decreased consulting fees were offset by increased professional fees incurred related to the acquisition of Victory Exploration Inc. and the Three Sixty transaction.

LIBERTY ONE LITHIUM CORP. Management’s Discussion and Analysis Year ended December 31, 2021

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LOSS AND COMPREHENSIVE LOSS

Loss and comprehensive loss for the applicable comparative periods are as follows:

$	Three-months ended	Three-months ended	Year-ended	Year-ended
	December 31,		December 31,
	2021	2020	2021	2020
Loss and comprehensive loss Loss and comprehensive loss per share -basic and diluted	1,440,513	392,821 0.05	2,553,563	1,449,724 0.19
	0.15		0.29

For the three-months and year-ended December 31, 2021, the Company incurred a loss and comprehensive loss of $1,440,513 and $2,553,563 respectively ($0.15 and $0.29 per share) compared to a loss and comprehensive loss of $392,821 and $1,449,724 ($0.05 and $0.19 per share) for the same periods in 2020. The losses in the current periods are significantly higher due to the $1,001,974 impairment of the Company’s exploration and evaluation assets.

The Company expects to continue to incur losses in the near term as it is still in the exploration phase of its development.

CASH USED IN OPERATING ACTIVITIES

Cash used in operating activities for the applicable comparative periods are as follows:

$	Three-months ended	Three-months ended	Year-ended	Year-ended
	December 31,		December 31,
	2021	2020	2021	2020
Cash used in operating activities Cash used in operating activities - basic and diluted(1)	282,704	403,025 0.05	1,316,846	1,345,019 0.17
	0.03		0.15

(1) Based on the same weighted average number of common shares outstanding used to calculate loss and comprehensive loss per share.

For the three-months and year-ended December 31, 2021, cash used in operating activities was $282,704 and $1,316,846 respectively ($0.03 and $0.15 per share) as compared to $403,025 and $1,345,019 ($0.05 and $0.17 per share) in the comparable prior periods. Cash used in operating activities remained consistent in the current periods with the comparable prior periods mainly due to the increased professional fees associated with the acquisition of Victory Exploration Inc. and the Three Sixty transaction being offset by reduced consulting fees in 2021 as noted above.

INVESTING EXPENDITURES

The following table summarizes capital expenditures for the applicable comparative periods as follows:

$	Three-months ended	Three-months ended	Year-ended	Year-ended
	December 31,		December 31,
	2021	2020	2021	2020
Exploration and evaluation assets Property and equipment Net cash on Victory acquisition	15,000	- - -	15,000	15,000 4,570 -
	-		-
	-		97,774
Total investing expenditures	15,000	-	112,774	19,570

During the year-ended December 31, 2021, the Company purchased Victory Exploration Inc. for a net cash expenditure of $97,774 (plus 1.5 million common shares) to acquire more gold exploration properties in Quebec and made the second instalment due on its’ option agreement to retain its’ mineral rights at the Jackfish lake project.

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Management’s Discussion and Analysis Year ended December 31, 2021

LIBERTY ONE LITHIUM CORP.

SUMMARY OF SELECTED QUARTERLY RESULTS

The following table sets forth certain quarterly financial information of the Company’s previous quarters:

$000s	Q4 2021	Q3 2021	Q2 2021	Q1 2021	Q4 2020	Q3 2020	Q2 2020	Q1 2020
Loss and comprehensive loss Per share – basic and diluted Cash used in operating activities Per share – basic and diluted Cash used in investing activities Working capital Total assets Weighted average shares - basic and diluted	1,441	311	407	395	393 0.05 403 0.05 5 5,719 6,221 7,781	394 0.05 292 0.04 - 6,107 6,599 7,774	333 0.04 317 0.04 15 6,492 6,996 7,774	330 0.04 332 0.04 - 6,829 7,341 7,774
	0.15	0.03	0.05	0.05
	283	289	392	353
	0.03	0.03	0.05	0.05
		-	98	-
	4,080	4,526	4,830	5,333
	4,576	5,882	6,181	5,839
	9,336	9,324	8,369	7,825

The above results reflect relatively minimal corporate activity as the Company searched for new opportunities to develop after it derecognized its properties in 2018. The potential transaction with Three Sixty Solar Ltd. (see ‘Subsequent events’ section), is likely to be a new direction for the Company.

SELECTED ANNUAL INFORMATION

The following table sets forth selected annual information of the Company for the three most recently completed yearsending December 31:

ending December 31:
$000s	Year-ended December 31, 2021	Year-ended December 31, 2020	Year-ended December 31, 2019
Income (loss) and comprehensive income (loss) Per share – basic and diluted Cash used in operating activities Per share – basic and diluted Investing expenditures Working capital Total assets Weighted average shares-basic and diluted	(2,554)	(1,450) (0.19) (1,345) (0.17) 19 5,719 6,222 7,781	(1,503) (0.21) (1,349) (0.18) 13 7,149 7,713 7,302
	(0.29)
	(1,317)
	(0.15)
	113
	4,080
	4,576
	8,719

During the above years, the Company actively sought investment opportunities resulting in the Jackfish Lake option agreement, the purchase of Victory Exploration Inc., and subsequent to December 31, 2021, the potential Three Sixty transaction. The Company expects corporate activity to increase in the near term as a result of the likely Three Sixty Transaction.

LIQUIDITY AND CAPITAL RESOURCES

The condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Management uses judgment to assess the Company’s ability to continue as a going concern and the conditions that cast doubt upon the use of the going concern assumption. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future.

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Management’s Discussion and Analysis Year ended December 31, 2021

LIBERTY ONE LITHIUM CORP.

At December 31, 2021, the Company had working capital of $4,079,918 (December 31, 2020 - $5,719,340) and has an accumulated deficit of $26,152,195 since inception. The Company has not yet reached a profitable level of production from its activities. While the Company has been successful in obtaining financing in the past, there is no assurance that it will be able to continue to do so in the future. Additional financing will be required by the Company to continue operations and to carry out the business development required to achieve a self-sustaining level of revenue.

The Company does not have self-sustaining revenues at this time and must rely on equity financing to fund working capital and to carry out its business goals.

The primary capital management objective of the Company is to ensure adequate working capital is available to fund both its exploration and development projects and its working capital requirements, while also seeking to minimize the risk-adjusted cost of capital.

Capital is raised and retained for the purposes and to the extent necessary to fund exploration and corporate overhead costs, subject to the availability of financing on acceptable terms. Given its objectives, the Company determines the amount of capital to be raised and retained based on the scope of its planned exploration activities and management’s assessment of the expected availability of acceptably priced capital in future periods.

The Company defines capital as share capital. The Company’s targeted capital structure at December 31, 2021 is 100% shareholders’ equity. Management believes that such a capital structure is the most suitable for a pre-production exploration company.

The chief source of working capital is equity financing obtained through the sale of common shares and any related warrants. The Company from time to time may receive loans from related parties and trade credit, but such financial instruments are typically only supplementary to equity financings. In any case, the Company does not consider debt to be a sustainable source of capital, as in the absence of positive cash flows from operations; any debt obtained must be retired with funds raised through equity financing.

A significant measure used in assessing capital adequacy is the expected number of days of operations that can be funded from current working capital. Capital levels are deemed sufficient if they can fund the balance of the annual exploration and development goals and fund corporate overhead expenses in the near term. Management believes there is insufficient capital to carry out its planned activities over the next twelve months and thus, additional capital will need to be raised.

Equity financings will generally be limited to the extent that capital is available on acceptable terms. The acceptability of financing terms is generally determined by reference to the prevailing market price of the Company’s shares. The terms on which the Company obtains financings are furthermore subject to the guidelines of the TSX-V.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following is an analysis of the contractual maturities of the Company’s financial liabilities as at December 31, 2021:

	Within one	Between one
	year	and five years	Total
Trade payables and accrued liabilities	$ 298,901	$ -	$ 298,901
Lease obligation	$ 57,777	$ 36,409	$ 94,186
Jackfish Lake Project, Ontario, Canada

Pursuant to an option agreement, with an effective date of June 15, 2020, between the Company and a certain optionor (the “Optionor”), the Company can earn a 100% interest in certain gold claims comprising the Jackfish Lake Property located in Thunder Bay, Ontario.

To exercise the option, the Company is required to make the following payments to the Optionor:

• Cash payments totaling $110,000, payable over four years as follows:

LIBERTY ONE LITHIUM CORP. Management’s Discussion and Analysis Year ended December 31, 2021

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• $15,000 within 5 days of June 15, 2020

• $15,000 on or before each of the first, second and third anniversaries of the date the TSX Venture Exchange approves the option agreement, being November 9, 2020 (the “Exchange Approval Date”); and

• $50,000 on or before the fourth anniversary of the Exchange Approval Date.

• 160,000 common shares of the Company, issuable over four years as follows:

• 50,000 common shares within 10 business days of the Exchange Approval Date;

• an additional 20,000 common shares on or before each of the first, second and third anniversary of the Exchange Approval Date; and

• an additional 50,000 common shares on or before the fourth anniversary of the Exchange Approval Date.

The Company paid the above noted $15,000 in June 2020 and issued the 50,000 common shares to the Optionor in November 2020. The common shares were valued at $0.60 per share, being the value of the shares on the date for this portion of option exercise, for a total cost of $30,000. The Company paid the next instalment of $15,000 and 20,000 common shares in November 2021, and the common shares were valued at $0.40 per shares, being the value of the shares on the date for this portion of the option exercise.

If the property or an ore deposit contained within the property is sold or optioned to a third party by the Company, the Company, in its sole discretion, shall make a payment to the Optionor equal to five percent of the net sale price in cash or shares of the Company.

The Company must conduct sufficient exploration work to keep the claims in good standing during the earn-in period and file applicable assessment reports with authorities.

In addition, the Optionor will retain a 2% Net Smelter Royalty (the “NSR”), subject to the Company’s right to purchase half of the NSR by paying $1,000,000 to the Optionor.

The number of common shares issuable pursuant to this option agreement have been adjusted for the 10 for 1 share consolidation completed in December 2020.

Pursuant to the Three-Sixty transaction (see subsequent event section), the Company does not expect to continue developing this property or find ways to recover its’ carrying value. Accordingly, all costs associated with the property were impaired and included in the exploration and evaluation expense in the consolidated statement of loss for the yearended December 31, 2021. Should the transaction not close, the Company may decide to continue developing this property.

James Bay Project, Quebec, Canada

On May 28, 2021, the Company acquired all the issued and outstanding shares of Victory Exploration Inc., in exchange for 1,499,996 common shares of the Company and $250,000. The primary assets of Victory Exploration Inc. are mineral claims in the James Bay region of northern Quebec.

The Company must conduct sufficient exploration work to keep the claims in good standing and file applicable assessment reports with authorities to continue to hold title to the claims.

Pursuant to the Three-Sixty transaction (see subsequent event section), the Company does not expect to continue developing this property or find ways to recover its’ carrying value. Accordingly, all costs associated with the property were impaired and included in the exploration and evaluation expense in the consolidated statement of loss for the yearended December 31, 2021. Should the transaction not close, the Company may decide to continue developing this property.

LIBERTY ONE LITHIUM CORP. Management’s Discussion and Analysis Year ended December 31, 2021

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RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

(a) Related party transactions

The Company had the following transactions with related parties:

• i. For the year-ended December 31, 2021, the Company incurred $120,000 of consulting fees (2020 - $120,000) in provision of CEO, engineering, and director services from FiveN Consulting Inc., of which the Company’s CEO is the principal shareholder. These fees are included in consulting and management fees in the consolidated statement of loss. As at December 31, 2021, $10,500 is included in prepaids with respect to these fees.

• ii. For the year-ended December 31, 2021, the Company incurred $36,000 of consulting fees in consideration of the provision of services by the Company’s CFO (2020 $144,000). These fees are included in consulting and management fees in the consolidated statement of loss.

• iii. For the year-ended December 31, 2021, the Company incurred $108,000 of consulting fees (2020 - $144,000) in provision of corporate development and director services from Backcountry Capital Corp., of which the director is the principal shareholder. These fees are included in consulting and management fees in the consolidated statement of loss.

• iv. At December 31, 2021, the Company is owed $807 (2020 - $980) from a company that shares certain directors and officers of the Company. The amount results from office space expenses that the companies share. The amount is included in prepaids.

• (b) Key management compensation

The remuneration of directors, and management of the Company is set out below:

	Year- ended	Year- ended
	December 31,	December 31,
	2021	2020
Management fees and salaries	$ 372,000	$ 408,000
Director fees and salaries	36,000	38,000
Benefits	20,000	37,700
Total	$428,000	$483,700

SHARE CAPITAL

(a) Authorized share capital

Preferred shares

500,000 non-participating, voting preferred shares. Issued: Nil.

Common shares

Unlimited number of common shares with no par value

LIBERTY ONE LITHIUM CORP.

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Management’s Discussion and Analysis Year ended December 31, 2021

(b) Issued and outstanding

	Number of
Common Shares	Shares(2)		$
Balance,December 31,2019	7,774,291	$	25,874,129
Issue of common shares pursuant to an option payment(1)	50,000		30,000
Share consolidation roundingadjustment(2)	106		-
Balance,December 31,2020	7,824,397	$	25,904,129
Issue of common shares pursuant to an asset acquisition (note 6)	1,499,996		825,000
Issue of common sharespursuant to an optionpayment(1)	20,000		8,000
Balance,December 31,2021	9,344,393	$	26,737,129

• (1) In 2020, The Company issued 50,000 common shares as per the Jackfish Lake option agreement, which were recorded at $0.60 per share, being the value of the shares on issuance, for a total value of $30,000. In 2021, The Company issued 20,000 common shares as per the Jackfish Lake option agreement, which were recorded at $0.40 per share, being the value of the shares on issuance, for a total value of $8,000.

• (2) In December 2020, the Company completed a 10 for 1 share consolidation. All historical share numbers have been adjusted to reflect this consolidation.

(c) Warrants

		Weighted
		average
		exercise
	Number(1)	price(1)
Balance, December 31, 2019, and December 31, 2020	1,111,458	$ 1.20
Expired	(1,111,458)	$ 1.20
Balance,December31,2021	-	-

• (1) Adjusted for the 10 for 1 share consolidation in December 2020.

(d) Stock-based compensation

Stock option plan

The Company has a rolling stock option plan (the "Plan") to provide incentive for the directors, officers, and consultants of the Company. The maximum number of shares which may be set aside for issuance under the Plan is 10% of the issued and outstanding common shares of the Company.

The exercise price of options granted under the Plan will be fixed by the Board at the time of grant, provided that such exercise price may not be less than the discounted market price of the common shares. The options granted under the Plan will vest and be exercisable on a basis determined by the board at the time of the grant and will be exercisable for a period not exceeding ten years.

There were no stock option transactions during the years-ended December 31, 2021, and 2020.

LIBERTY ONE LITHIUM CORP.

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Management’s Discussion and Analysis Year ended December 31, 2021

Information about the stock options outstanding and exercisable at December 31, 2021 are as follows:

Number of	Number of
options –	options -
outstanding	exercisable
(1)	(1)	Exercise price(1)	Expiry date
50,000	50,000	$ 1.50	August 15, 2023
100,000	100,000	$ 1.55	August 16, 2023
150,000	150,000

1. Adjusted for the 10 for 1 share consolidation in December 2020.

(e) Securities outstanding

As at April 29, 2021 there were no changes to the above common shares, stock options, and warrants outstanding.

FINANCIAL RISK MANAGEMENT

The Company’s activities expose it to certain financial risks, including credit risk, liquidity risk, and market risk. This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies, and processes for managing risk.

a. Credit risk

Credit risk is the risk that a counterparty will fail to discharge an obligation and cause the Company to incur a financial loss. The Company’s primary exposure to credit risk relates to its cash and cash equivalents held with a major financial institution and its accounts receivable which primarily consist of amounts to be received from the government.

Cash and cash equivalents consist of cash bank balances and term deposits. In order to manage credit risk, the Company holds cash balances and term deposits only with financial institutions with high credit ratings.

The Company’s receivables are aged as follows:

		December 31,		December 31,
Aging		2021		2020
Current (less than 90 days)	$	54,019	$	62,093
Past due (more than 90 days)		-		-
	$	54,019	$	62,093

Since the Company’s receivables primarily consist of amount due from the government, the Company does not have an allowance for doubtful accounts as at December 31, 2021 or December 31, 2020, and believes all amounts will be collected in due course. The Company’s historical expected credit loss is $Nil. At December 31, 2021, the amount subject to credit risk relating to amounts receivable equates to their carrying value.

b. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

LIBERTY ONE LITHIUM CORP. Management’s Discussion and Analysis Year ended December 31, 2021

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The following is an analysis of the contractual maturities of the Company’s financial liabilities as at December 31, 2021:

	Within one	Between one
	year	and five years	Total
Trade payables and accrued liabilities	$ 298,901	$ -	$ 298,901
Lease obligation	$ 57,777	$ 36,409	$ 94,186

• c. Market risk

• i. Foreign currency risk and sensitivity analysis

The Company is minimally exposed to foreign currency risk on fluctuations related to cash and trade payables and accrued liabilities that are denominated in USD. As at December 31, 2021, financial assets less financial liabilities totaling $3,400 (December 31, 2020 - $3,700) were held in USD. The Company has not entered into any derivatives or contracts to hedge or otherwise mitigate this minimal exposure.

Based on the above net exposure as at December 31, 2021 and assuming all other variables remain constant, a 2% depreciation or appreciation of the USD against the Canadian dollar would result in an increase or decrease of approximately $51 (December 31, 2020 - $75) in the Company’s loss and comprehensive loss.

• ii. Commodity price risk

The nature of the Company’s operations may expose the Company to commodity price risks when the Company begins production.

As at December 31, 2021, the Company has no derivative financial instruments. It may in the future enter into derivative financial instruments in order to manage price risk, and it will only enter into derivative financial instruments with highly rated investment grade counterparties.

• iii. Interest rate risk

Interest rate risk is the risk the future cash flows will fluctuate as a result of changes in market interest rate. The Company is not exposed to interest rate risk as the Company had no interest-bearing debt as December 31, 2021.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of consolidated financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s consolidated financial statements are as follows:

• the fair value determination in the asset acquisition related to Victory Exploration Iinc.

• The impairment of exploration and evaluation assets

SUBSEQUENT EVENT

On February 10, 2022, the Company entered into a binding amalgamation agreement (the “Definitive Agreement”) with Three Sixty Solar Ltd. (“Three Sixty”), pursuant to which the Company will acquire all of the issued and outstanding securities of Three Sixty (the “Transaction”), as more particularly described below. Upon completion, the Transaction will constitute an arm’s length reverse takeover of the Company by Three Sixty in accordance with Policy 5.2 (the “Policy”) of the TSX Venture Exchange (the "TSX-V"). The resulting company (the “Resulting Issuer”) intends to voluntarily de-list from the TSX-V and will apply for a listing on the NEO Exchange (the “NEO”). Upon the closing of the Transaction, the Company will change its name to “Three Sixty Solar Ltd.” or such other name as may be agreed upon the parties.

LIBERTY ONE LITHIUM CORP. Management’s Discussion and Analysis Year ended December 31, 2021

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The Transaction is subject to a number of terms and conditions as set forth in the Definitive Agreement, including, among other things, approval of the shareholders of both the Company and Three Sixty and the approval of the TSX-V and the NEO.

Pursuant to the Definitive Agreement, the parties will complete a three-cornered amalgamation whereby 1345100 B.C. Ltd. (“Liberty Subco”), a wholly-owned subsidiary of the Company formed for the purpose completing the Transaction, will amalgamate with Three Sixty, and the Company will acquire all of the issued and outstanding common shares in the capital of Three Sixty and all of the securities of Three Sixty convertible into common shares of Three Sixty. The amalgamated corporation resulting from the amalgamation of Liberty Subco and Three Sixty will be wholly-owned by the Resulting Issuer.

All of the outstanding common shares of Three Sixty will be exchanged for common shares of Liberty on a one for one basis, post-Consolidation (as defined below). In addition, all of the outstanding convertible securities of Three Sixty will be exchanged for securities of Liberty on a one for one basis post-Consolidation and on the same economic terms and conditions.

In connection with the Transaction, Three Sixty intends to complete a brokered financing (the “Financing”) for gross proceeds of up to $3,500,000, with an option to increase the size of the Financing by up to 15%. It is anticipated that the Financing will be undertaken by the issuance of up to 4,025,000 financing warrants (the “Three Sixty Financing Warrant”), assuming the full exercise of the over-allotment option, at the price of $1.00 per Three Sixty Financing Warrant. Each Three Sixty Financing Warrant will entitle the holder thereof, upon exercise at any time after the date of issue and prior to the date that is six months after the closing of the Financing, to acquire, without additional consideration and at the option of the holder, one common share of Three Sixty (a “Three Sixty Share”). If not earlier exercised, then automatically on the date that is six months following the closing of the Financing, the Three Sixty Financing Warrants will be deemed to be exercised into one Three Sixty Share and one common share purchase warrant of Three Sixty (a “Three Sixty Unit Warrant”) entitling the holder to acquire one Three Sixty Share at the exercise price of $2.00 per Three Sixty Share for a period of two years. If the closing of the Transaction does not occur by December 31, 2022, then automatically on the day following December 31, 2022, the Three Sixty Financing Warrant will be deemed to be exercised into one Three Sixty Share and one Three Sixty Unit Warrant.

In connection with the completion of the Transaction, holders of the Three Sixty Financing Warrants shall exchange each Three Sixty Financing Warrant held for one Resulting Issuer financing warrant (a “Resulting Issuer Financing Warrant”), with each Resulting Issuer Financing Warrant entitling the holder thereof, upon exercise at any time after the date of issue of the Three Sixty Financing Warrants and prior to the date that is six months following the closing of the Transaction, to acquire, without additional consideration and at the option of the holder, one Resulting Issuer common share. If not earlier exercised, then automatically on the date that is six months following the closing of the Transaction, the Resulting Issuer Financing Warrants will be deemed to be exercised into one common share of the Resulting Issuer and one Liberty One unit warrant (a “Resulting Issuer Unit Warrant”) entitling the holder to acquire one common share of the Resulting Issuer at the exercise price of $2.00 per common share of the Resulting Issuer for a period of two years. The final terms of the Financing remain subject to change. There is no assurance that the Financing will be completed as proposed or at all. Upon completion of the Transaction, the Resulting Issuer will carry on the combined businesses currently conducted by Liberty and Three Sixty.

Closing of the Transaction is conditional upon, among other things:

• the representations and warranties of each of the Company and Three Sixty, as set out in the Definitive Agreement, being true and correct in all material respects at the closing of the Transaction;

• the absence of any material adverse change in the business of each of the parties;

• the parties receiving all requisite regulatory approval, including the approval of the TSX-V and the NEO, and any third-party approvals and authorizations;

• the Company and Three Sixty obtaining the requisite shareholder approvals for the Transaction;

• the parties obtaining requisite board approvals for the Transaction;

• the Transaction being effective on or prior to December 31, 2022;

• Liberty completing a consolidation (the “Consolidation”) of the outstanding common shares of Liberty and all of the outstanding securities convertible in common shares of Liberty on a 2:1 basis;

• Three Sixty completing the Financing; and

• the delivery by each of the parties of customary closing documents.

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Management’s Discussion and Analysis Year ended December 31, 2021

LIBERTY ONE LITHIUM CORP.

Three Sixty is authorized to issue an unlimited number of common shares. As of February 10, 2022, there were 19,413,447 Three Sixty common shares and 24,580,127 Three Sixty warrants outstanding.

Immediately after the closing of the Transaction, it is expected that:

• the outstanding share capital of the Resulting Issuer will consist of approximately 24,075,644 common shares, 24,580,127 warrants and 75,000 stock options (excluding the securities issued in exchange for the securities of Three Sixty issued pursuant to the Financing); and

• the existing shareholders of Three Sixty will hold approximately 81% of the common shares of the Resulting Issuer on an undiluted basis (excluding the securities issued in exchange for the securities of Three Sixty issued pursuant to the Financing).

The Company has set a special meeting to seek the approval of a majority of its shareholders for the Transaction.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this filing, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

RISKS AND UNCERTAINTIES

The Company’s principal activity is the acquisition and development of resource deposits. Companies in this industry are subject to many and varied kinds of risks, including but not limited to; environmental, fluctuating lithium prices, social, political, financial and economics. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible and practicable.

The risks and uncertainties are considered by management to be the most important in the context of the Company’s business. The risks and uncertainties are not limited to but include risks associated with the Company’s dependence on the exploration and evaluation assets are: geological exploration and development; changes in law; continued negative operating cash flow and the availability of additional funding as and when required; infrastructure; inflation; governmental regulation; environmental; hazards, insurance; uninsured risks; competition; currency fluctuations; labour and employment; joint ventures; contract repudiation; dependence on key management personnel and executives; and litigation risks.

FORWARD-LOOKING STATEMENTS

Statements herein that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as “expects”, “intends”, “may”, “could”, “should”, “anticipates”, “likely”, “believes” and words of similar import also identify forward-looking statements. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management, including, but not limited to, the Company’s ability to raise additional debt and/or equity financing to fund operations and working capital requirements. Actual results may differ materially from those currently anticipated due to a number of factors including, but not limited to, general economic conditions, the geology of lithium properties, lithium industry conditions, the Company’s ability to generate sufficient cash flows from operations and financing to support general operating activities and capital expansion plans, and laws and regulations and changes thereto that may affect operations, and other factors beyond the reasonable control of the Company.

Management periodically reviews information reflected in forward-looking statements. The Company has and continues to disclose in its Management Discussion and Analysis and other publicly filed documents, changes to material factors

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LIBERTY ONE LITHIUM CORP.

Management’s Discussion and Analysis Year ended December 31, 2021

or assumptions underlying the forward-looking statements and to the validity of the statements themselves, in the period the changes occur.

Historical results of operations and trends that may be inferred from the above discussions and analysis may not necessarily indicate future results from operations.

OTHER INFORMATION

Additional information on factors that may affect the business and financial results of the Company can be found on www.sedar.com.