Three Sixty Solar Ltd. — Proxy Solicitation & Information Statement 2023

Nov 25, 2023

THREE SIXTY SOLAR LTD.

INFORMATION CIRCULAR

as at November 7, 2023 (except as otherwise indicated)

This information circular (the "Information Circular") is furnished in connection with the solicitation of proxies by the management of THREE SIXTY SOLAR LTD. (the "Company" or the "Corporation") for use at the annual general meeting (the "Meeting") of its shareholders (the "Shareholders") to be held on December 15, 2023 at the time and place and for the purposes set forth in the accompanying Notice of Annual General Meeting of the Shareholders (the "Notice").

In this Information Circular, references to "the Company", "Three Sixty Solar", "we" and "our" refer to Three Sixty Solar Ltd. "Common Shares" means common shares without par value in the capital of the Company. "Beneficial Shareholders" means shareholders who do not hold Common Shares in their own name and "intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders. "Registered Shareholders" means shareholders who hold Common Shares in their own name. Any reference to the term "Shareholders" includes both Registered Shareholders and Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, in relation to delivery of the Meeting proxy materials, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the Meeting proxy materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

The Company will pay intermediaries, including Broadridge Financial Solutions Inc. ("Broadridge"), to deliver proxy-related materials to the non-objecting beneficial shareholders (the "NOBOs"). The Company does not intend to pay for intermediaries to forward the proxy related materials to the objecting beneficial shareholders (the "OBOs"). Accordingly, OBOs will not receive such documents unless their respective Intermediaries assume the cost of forwarding such documents to them.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder or a NOBO who has given a proxy may revoke it by:

executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder's authorized attorney in writing, or, if the Registered Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date or the valid notice of revocation to Endeavor Trust Corporation ("Endeavor Trust"), or to the Company's registered office at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

(a) personally attending the Meeting and voting the Shareholder's Common Shares.

Copies of this Information Circular, the Notice of Meeting, the Proxy and the annual financials (together "Proxy Materials"), are posted online at www.threesixtysolar.com and are SEDAR+ filed under the Company's profile at www.sedarplus.ca.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the "Proxy") are directors and/or officers of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

• (a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;
• (b) any amendment to or variation of any matter identified therein; and
• (c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders may choose one of the following options to submit their proxy:

• (a) complete, date and sign the enclosed form of Proxy and return it to the Company's transfer agent, Endeavor Trust, by fax to (604) 559-8908, or by mail or by hand to Endeavor Trust Corporation, Suite 702 - 777 Hornby Street, Vancouver, BC V6Z 1S4, or by email to proxy@endeavortrust.com; or
• (b) log onto the internet website of Endeavor Trust at www.eproxy.ca. Registered Shareholders must follow the instructions provided and refer to the enclosed Proxy form for the holder's twelve**-**digit control number.

In all cases, to be represented at the Meeting, proxies submitted must be received no later than forty-eight (48) hours, excluding Saturdays, Sundays, and statutory holidays, prior to the time of the Meeting or adjournment thereof (unless the Chair of the Meeting determines, in the Chair's sole discretion, that proxies may be received by delivery to the Meeting scrutineer at the Meeting).

Beneficial Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker (an "intermediary"). In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms); and in the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two types of Beneficial owners - those who object to their name being made known to the issuers of securities which they own (called "OBOs" for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called "NOBOs" for Non-Objecting Beneficial Owners).

You should carefully follow the instructions of your broker or intermediary in order to ensure that your Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company's Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right, please insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge via the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting, and the appointment of any Shareholder's representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with Broadridge's instructions, well in advance of the Meeting in order to have your Common Shares voted at the Meeting.

Notice to United States Shareholders

The solicitation of proxies is not subject to the requirements of Section 14(a) of the Securities Exchange Act of 1934 (the "U.S. Exchange Act") by virtue of an exemption applicable to proxy solicitations by foreign private issuers as defined in Rule 3b-4 of the U.S. Exchange Act. Accordingly, this Information Circular has been prepared in accordance with applicable Canadian disclosure requirements. Residents of the United States should be aware that such requirements differ from those of the United States applicable to proxy statements under the U.S. Exchange Act.

This document does not address any income tax consequences of the disposition of the Common Shares by Shareholders. Shareholders in a jurisdiction outside of Canada should be aware that the disposition of Common Shares by them may have tax consequences both in those jurisdictions and in Canada, and are urged to consult their tax advisors with respect to their particular circumstances and the tax considerations applicable to them.

Any information concerning any properties and operations of the Company has been prepared in accordance with Canadian standards under applicable Canadian securities laws, and may not be comparable to similar information for United States companies.

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to auditing and auditor independence standards in Canada, and reconciled to accounting principles generally accepted in the United States. Such consequences for the Shareholders who are resident in or citizens of, the United States may not be described fully in this Information Circular.

The enforcement by the Shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated or organized under the laws of a foreign country, that some or all of their officers and directors and the experts named herein are residents of a foreign country and that the major assets of the Company are located outside the United States.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

• (a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder' s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Endeavor Trust or at the address of the registered office of the Company at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or
• (b) personally attending the Meeting and voting the registered shareholder's Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the appointment of the auditor and as may be set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the "Board") of the Company has fixed November 7, 2023 as the record date (the "Record Date") for determination of persons entitled to receive notice of the Meeting. Only Shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

On September 15, 2016, the Company continued into the province of British Columbia from the province of Ontario under the name "Peace River Capital Corp.", following which, on December 1, 2016, Peace River Capital Corp. changed its name to "Liberty One Lithium Corp." ("Liberty One").

On June 29, 2022, the Company's Common Shares were delisted from trading on the TSX Venture Exchange (the "TSXV") and listed on the NEO Exchange Inc. (the "NEO"), in a halted state. On July 26, 2022, the Common Shares were consolidated on a two-for-one basis of 9,344,393 pre-consolidation Common Shares for 4,671,283 post-consolidation Common Shares. On August 4, 2022, the Company completed a business combination pursuant to an amalgamation agreement dated February 10, 2022, as amended May 6, 2022, (the "Amalgamation Agreement") among Three Sixty Solar Ltd., the predecessor company, (the "Predecessor Company") and 1345100 B.C. Ltd. ("SubCo"), a wholly-owned subsidiary of the Company. Pursuant to the Amalgamation Agreement, the Predecessor Company and SubCo amalgamated under the name "Three Sixty Solar Operations Ltd." ("Amalco"), and the Company acquired 100% of the issued and outstanding common shares of Amalco (the "Transaction"). Upon completion of the Transaction, the Company changed its name from "Liberty One Lithium Corp." to "Three Sixty Solar Ltd."

On August 15, 2022, the Common Shares commenced trading on the NEO under stock symbol "VSOL".

The authorized capital of the Company consists of an unlimited number of Common Shares, without par value; an unlimited number of Special Shares, without par value; and an unlimited number of Preference Shares, without par value.

As of the November 7, 2023 Record Date, there were 44,974,875 Common Shares issued and outstanding, each carrying the right to one vote. As of the Record Date, there were no Special Shares issued and outstanding and there were no Preference Shares issued and outstanding.

No group of Shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

There are special rights and restrictions attached to each of the Common Shares, the Special Shares and the Preference Shares, which special rights and restrictions are set out in the Articles of the Company, a copy of which is available under the Company's profile at www.sedarplus.ca.

To the knowledge of the directors and executive officers of the Company, the only persons or corporations that beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company as at November 7, 2023 are:

Shareholder Name	Number ofCommon Shares Held	Percentage ofIssued Common Shares
(1)CDS & Co	31,255,045	69.494%
0996996 BC Ltd.(2)	7,639,167	16.985%

Notes:

(1) CDS & Co is a share depository, the beneficial ownership of which is unknown to the Company.

(2) 0996996 BC Ltd. is a corporation controlled by Peter Sherba, a director of the Company.

FINANCIAL STATEMENTS

The Company changed its year end from December 31 to September 30. The consolidated audited financial statements of the Company for the first completed financial year ended September 30, 2022 and September 30, 2021 and the report of the auditor thereon, and the related management's discussion and analysis (the "Financials") were filed under the Company's SEDAR profile at www.sedarplus.ca. The Financials will be tabled for presentation to the Shareholders and copies will also be available at the Meeting.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the ordinary resolutions described herein. lf there are more nominees for election as directors or appointment of the Company's auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

ELECTION OF DIRECTORS

The Board has determined, following the closing of the Transaction, to increase the number of directors of the Company to five (5). Accordingly, the Board presently consists of five directors, and the Board has determined to continue with five directors. At the Meeting, shareholders will be asked to elect five directors to the Board. The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director's office is vacated earlier in accordance with the provisions of the Business Corporations Act (British Columbia) ("BCA"), each director elected at the Meeting will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

The Articles include an advance notice provision (the "Advance Notice Provision") which provides for the requirement of advance notice to the Company in circumstances where nominations of persons for election to the Board are made by Shareholders of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the BCA or (ii) a shareholder proposal made pursuant to the provisions of the BCA.

Among other things, the Advance Notice Provision fixes a deadline by which holders of Common Shares must submit director nominations to the Company prior to any annual general or special meeting of shareholders and sets forth the minimum information that a shareholder must include in the notice to the Company for the notice to be in proper written form. The foregoing is merely a summary of the Advance Notice Provision, is not comprehensive and is qualified by the full text of such provision in the Company's Articles, which was filed on August 8, 2022 under the Company's profile at www.sedarplus.ca.

If the Company has not received notice of a nomination in compliance with the Advance Notice Provision, any nominations for director at the Meeting, other than nominations by or at the direction of the Board or an authorized officer of the Company, will be disregarded at the Meeting.

The following disclosure sets out the names of management's nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, the principal occupation, business or employment of each director nominee, the period of time during which each nominee has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at November 7, 2023.

Name,Current Position withthe Company and Province andCountry of Residence	Present Principal Occupation,Business or Employment(1)	Period as aDirector of theCompany	CommonSharesBeneficiallyOwned orControlled
Brian P. Roth(3)Chief Executive Officer andDirectorBritish Columbia, Canada	Chief Executive Officerand Directorof the Company (since August,2022); see"Director Biographies"below.	Since August 4,2022	1,250,000
Peter Sherba(5)DirectorBritish Columbia, Canada	Director of the Company; see"Director Biographies"below.	SinceAugust4,2022	7,639,167
Scott McLeod(2)(6)DirectorBritish Columbia, Canada	Director of the Company; see"Director Biographies"below.	SinceAugust4,2022	75,000
(2)Benjamin ParsonsDirectorBritish Columbia, Canada	Director of the Company; see"Director Biographies" below.	SinceApril19,2023	Nil
Manavdeep Singh Mukhija(2)DirectorBritish Columbia, Canada	Director of the Company; see"Director Biographies" below.	Since July 12, 2023	Nil

Notes:

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees.

(2) Member of the Audit Committee.

(3) Mr. Roth also holds Options (as defined herein) to purchase 200,000 Common Shares exercisable at $1.00 per Common Share until August 9, 2024, and 1,506,667 Common Share purchase warrants entitling the holder to acquire a Common Share at a price of $0.05 per Common Share, which becomes exercisable upon the Company achieving cumulative gross revenues of $10,000,000 (the "Performance Warrants").

(4) Shares are held by 0996996 BC Ltd., a company controlled by Mr. Sherba, which also holds 1,506,666 Performance Warrants. Mr. Sherba also holds 50,000 Options exercisable at $1.00 per Common Share until August 9, 2024.

• (5) 25,000 Common Shares are held by CMCL Capital Inc., a company controlled by Mr. McLeod, which also holds warrants exercisable into 25,000 Common Shares. Mr. McLeod also holds 100,000 Options exercisable at $1.00 per Common Share until August 9, 2024.
• (6) Mr. Parsons holds 50,000 Options exercisable at $1.00 per Common Share until April 19, 2025.
• (7) Mr. Mukhija holdings 50,000 Options exercisable at $1.00 per Common Share until July 12, 2025.

Director Biographies

Brian P. Roth, Chief Executive Officer and Director

Mr. Roth has served in the energy and building science sectors in a variety of roles for over 15 years. With both Professional Engineer and Professional Accountant designations, Mr. Roth is experienced with product development and commercialization, having previously been the Product Manager (2007-2014) and Financing Manager (2011-2014) on the management team that grew Point Technologies Inc. in Vancouver, British Columbia from a conceptual start-up to a commercial success, eventually selling the business. Mr. Roth also served as the chief executive officer of Solarmass Energy Group Ltd. from August 2017 to May 2021 where he managed the company through product concept, certifications and achieving commercial sales in Canada and the UK. Mr. Roth is dedicated to making the transition to renewable energy sources both technically and economically feasible. Mr. Roth is a graduate of the Sauder School of Business at the University of British Columbia with a Master of Business Administration degree, and of the University of Waterloo with a Bachelor of Applied Science in Mechanical Engineering.

Peter Sherba, Director

Mr. Sherba is a successful business entrepreneur with over 30 years experience in the energy sector, including acting as president of Krueger Electric since June 2016. His primary focus is on clean energy initiatives and sustainable development. He has built and sold several successful electrical companies and, in 2017, he started to develop and subsequently built, to Three Sixty Solar's knowledge, the world's first commercial photovoltaic solar tower. Mr. Sherba is passionate about providing clean energy solutions, while being mindful of the natural habitats surrounding every project. Mr. Sherba is a recent graduate from BDC Growth Driver Program, a two year program attended through Ivy Business School in Toronto. Leadership and growing a business was the focus. Mr. Sherba also has his FSR A license for any electrical installations including high voltage and energy.

Scott McLeod, Director

Mr. McLeod is the general counsel for a private investment company specializing in capital raising and go-public transactions. Previously he practiced as a capital markets and securities lawyer at Clark Wilson LLP in Vancouver from May 2019 to August 2021, where he advised public and private companies on financings, initial public offerings, reverse take-overs, mergers and acquisitions, and regulatory compliance. He has assisted companies in raising over $500 million in aggregate. Mr. McLeod graduated from the University of British Columbia with a Bachelor of Commerce in 2008 and a Juris Doctor in 2018.

Benjamin Parsons, Director

Mr. Parsons is a political professional and senior federal lobbyist. He advises clients on Indigenous rights and recognition, climate and energy, industrial policy and the regulation of big tech. A former opposition researcher and senior advisor to the federal Liberal caucus, Mr. Parsons is known for his extensive network across politics, government and the news media. In August 2017, Mr. Parson began working as a government relations consultant and now regularly advises C-suite executives, non-profit directors and elected officials, guiding them to develop and advocate for big, meaningful public policy changes. Mr. Parsons also counsels Indigenous communities and some of Canada's largest energy companies on climate policy and the low-carbon energy transition, and works on a variety of projects across the clean tech sector that include solar, carbon capture utilization and storage as well as renewable natural gas.

Manavdeep Singh Mukhija, Director

Mr. Mukhija brings over 15 years of industrial experience including roles as a mining engineer with global mining companies such as Teck Resources (2006), Barrick (2007), BHP Billiton (2008-2013), and TransAlta (2014- 2015). As of June 2023, Mark began a role as the Head of Sales – North America for Plotlogic Pty Limited, a mining technology company which utilises hyperspectral imaging and artificial intelligence technology aimed at sustainably increasing mineral production and reducing waste. Mark was the General Manager (Australia) (January 2020 to May 2023) and Regional manager (September 2018 to January 2020) for Motion Metrics Pty Australia Ltd., an industrial artificial intelligence and machine learning company catering to the mining industry with a specific focus on safety and productivity. Mr. Mukhija was responsible for the P&L, business development, project management, and logistics of the Motion Metrics (Australia) operations. Mr. Mukhija is a Professional Engineer and graduate from the University of British Columbia with a Bachelor of Applied Science in Mining Engineering (2003).

None of the above proposed nominees for election as director of the Company are nominated for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

A Shareholder can vote for all of the above nominees, vote for some of the above nominees and withhold for other of the above nominees, or withhold for all of the above nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed director nominees. At the Meeting, the above persons will be nominated for election as director as well as any person nominated pursuant to the Advance Notice Provision. Only persons nominated by management pursuant to this Information Circular or pursuant to the Advance Notice Provision will be considered valid director nominees eligible for election at the Meeting.

Cease Trade Orders and Bankruptcy

Except as disclosed below, within the last 10 years before the date of this Information Circular, no proposed nominee for election as a director of the Company was a director or executive officer of any company (including the Company in respect of which this Information Circular is prepared) acted in that capacity for a company that was:

• (a) with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has become 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; subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;
• (b) subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days;
• (c) 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
• (d) subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
• (e) subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Peter Sherba, a director of the Company, is a director and officer of Krueger Electrical Ltd. ("Krueger"), a private company organized under the laws of British Columbia. On October 19, 2023, Krueger was deemed to have made an assignment in bankruptcy and a licensed insolvency trustee was appointed under the Bankruptcy and Insolvency Act (Canada) to administer its assets.

Conflicts of Interest

Directors or officers of the Company may, from time to time, serve as directors or officers of, or participate in ventures with, other companies involved in digital assets and distributed ledger technology, other businesses similar to that undertaken by the Company, or other similar businesses. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible business opportunities or generally when acting on behalf of the Company, notwithstanding that they will be bound by the provisions of the BCA to act at all times in good faith in the best interest of the Company, and to disclose such conflicts to the Company if and when they arise. Conflicts, if any, will be subject to the procedures and remedies prescribed by the BCA, the NEO and applicable securities laws. As of the date of this Information Circular, to the best of its knowledge, the Company is not aware of the existence of any conflicts of interest between it and any of its respective directors or officers.

Penalties and Sanctions

No proposed director of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The Board of Directors unanimously recommends that each shareholder vote "FOR" the election of the above nominees as directors. Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote "FOR" the election of the Nominees.

APPOINTMENT OF AUDITOR

At the Meeting the Board will nominate Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants ("DMCL"), for appointment as auditor of the Company for the ensuing year. DMCL has been the auditor of the Company since on August 17, 2022.

The Board recommends that you vote in favour of appointment of DMCL. Unless otherwise instructed, at the Meeting the proxyholders named in the Company's form of Proxy or Voting Instruction Form will vote "FOR" the appointment of DMCL.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 – Audit Committees ("NI 52-110") requires the Company to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following:

The Audit Committee's Charter

The Audit Committee has a charter, a copy of which is attached as Schedule A to this Information Circular.

Composition of the Audit Committee

As of the date of this circular, the current members of the Audit Committee are Scott McLeod (Chair), Benjamin Parsons, and Manavdeep Mukhija. All current members of the Audit Committee are considered to be independent and financially literate within the meaning of NI 52-110.

Relevant Education and Experience

See the disclosure under the heading "Election of Directors – Director Biographies" for information about relevant education and experience of the Company's Audit Committee members.

Each member of the Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that has provided the member with:

• (a) an understanding of the accounting principles used by the issuer to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
• (b) 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 issuer's financial statements, or experience actively supervising individuals engaged in such activities; and
• (c) an understanding of internal controls and procedures for financial reporting;

to ensure they are financially literate within the meaning of NI 52-110.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board.

Reliance on Certain Exemptions

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. Following closing of the amalgamation on August 4, 2022 several of the directors, including Audit Committee members, resigned from the Board and new members were appointed to the Board and the Audit Committee (see "Composition of Audit Committee").

Reliance on Exemptions in Subsection 3.3(2) or Section 3.6

At no time since the commencement of the Company's most recently completed financial year has the Company relied on exemptions contained in Sections 3.3(2) (Controlled Companies) or 3.6 (Temporary Exemption for Limited and Exceptional Circumstances) of NI 52-110.

Reliance on Section 3.8

At no time since the commencement of the Company's most recently completed financial year has the Company relied on an exemption in relation to Section 3.8 (Acquisition of Financial Literacy) of NI 52-110.

Pre-Approval Policies and Procedures

Pursuant to the Audit Committee Charter, the Audit Committee has adopted specific policies and procedures for the review and pre-approval of any services provided by the auditor. The procedures require that all proposed engagements of the Auditor for audit and non-audit services be submitted to the Audit Committee for approval prior to engaging the Auditor for any such services. The Audit Committee, or a member of the Audit Committee delegated for such purpose, considers such requests and, if acceptable to a majority of the Audit Committee members, pre-approves such audit or non-audit services by a resolution of the Audit Committee. Such Audit

Committee resolution authorizes management to engage the auditor for the services under review, with set maximum dollar amounts for each item of service.

External Auditor Services Fees

The Audit Committee has reviewed the nature and amount of the non-audit services provided by Dale Matheson Carr-Hilton LaBonte LLP to the Company to ensure auditor independence. Fees incurred with Dale Matheson Carr-Hilton LaBonte LLP for the period ended September 30, 2022 and period ended September 30, 2021 for audit and non-audit services are outlined in the following table:

Nature of Services	Fees Billed by Auditor inFinancial Year Ended September30, 2022	Fees Billed by Auditor inFinancial Year Ended September30, 2021(5)
Audit Fees(1)	$37,000	$Nil
Audit-Related Fees(2)	$Nil	$Nil
Tax Fees(3)	$2,000	$Nil
All Other Fees(4)	$Nil	$Nil

Notes:

(1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Company's consolidated financial statements. "Audit Fees" include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. "Audit Fees" also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) "Audit Related Fees" include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews.

(3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits.

(4) "All Other Fees" include all other non-audit services.

(5) Prior to the completion of the Transaction, the Company's (as Liberty One) financial year end was December 31. For the financial year ended December 31, 2021, fees incurred by the former auditor, Ernst & Young LLP, are as follows: Audit Fees: $46,500; Audi-Related Fees: $Nil; Tax Fees: $3,000; and All Other Fees: $Nil.

CORPORATE GOVERNANCE

The Canadian Securities Administrators have introduced in final form National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 – Corporate Governance Guidelines ("NP 58-201"). The Company has reviewed its own corporate governance practices in light of the NP 58-201 guidelines. In certain cases, the Company's practices comply with NP 58-201, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore certain guidelines have not been adopted. Set out below is a description of certain corporate governance practices of the

General

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment.

There are no special structures or processes in place to facilitate the functioning of the directors of the Company independently of management. However, the independent directors are given full access to management so that they can develop an independent perspective and express their views and communicate their expectations of management.

The Board facilitates its independent supervision over management by ensuring a majority of the Board are not officers of the Company.

There are three independent members of the Board: Scott McLeod, Benjamin Parsons and Manavdeep Singh Mukhija. Brian Roth is not independent as Mr. Roth is the Chief Executive Officer of the Company and Peter Sherba is not independent as Mr. Sherba holds more than 10% of the Company's voting securities.

Board and Committee Meetings

Since the closing of the Transaction, no formal board or audit committee meetings have been held, as the resolutions passed by the Board and audit committee have been passed by unanimous written consent. As a result, a record of attendance of the directors is inapplicable as of the date of this Information Circular.

Position Descriptions

The Company does not have a detailed written description of powers and responsibilities of the members of management or the Board. The Board's independent directors are of the view that no such descriptions are necessary in the Company's circumstances. The non-management directors believe that their majority representation on the Board, their knowledge of the Company's business and their independence are sufficient to facilitate the functioning of the Board independently of management.

Directorships

A certain director is currently serving on boards of the following other reporting companies (or equivalent) as set out below:

Name of Director	Name of reportingcompany	Exchange Listed
Manavdeep Singh Mukhija	POWR Lithium Corp.	CSE
	Tactical Resources Corp.	TSXV

Orientation and Continuing Education

When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Company's business and industry and on the responsibilities of directors.

Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors' participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation

The Board is responsible for determining compensation for the officers and non-executive directors of the Company. The Board annually reviews all forms of compensation paid to officers and non-executive directors both with regards to the expertise and experience of each individual and in relation to industry peers. See "Statement of Executive Compensation" below.

Other Board Committees

The Board has no committees other than the Audit Committee.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees. The Audit Committee will annually review the audit committee charter and recommend revisions to the Board as necessary.

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

Director Term Limits and Other Mechanisms of Board Renewal

The Board has not adopted a term limit for directors. The Board believes that the imposition of term limits on a director implicitly discounts the value of experience and continuity amongst Board members and runs the risk of excluding experienced and potentially valuable Board members as a result of an arbitrary determination. The notional objective of term limits is to encourage board turnover, introduce new perspectives and retain independence. The Board believes that it can strike the right balance between continuity and fresh perspectives without mandated term limits.

Diversity Disclosure

The Company has not developed a written diversity policy. In the future, however, as the Company's business expands, the Board intends to consider whether it should adopt specific policies and practices regarding the representation of members of designated groups on the Board and in executive positions.

The Company has not adopted a specific target regarding the representation of women on the Board or in executive officer positions. However, it is an objective of the Board that diversity be considered in determining the optimal composition of the Board. Gender diversity is an important factor that is taken into account in identifying and selecting Board members. The Board believes that diversity is important to ensure that directors provide a wide range of perspectives, experience and expertise required to achieve effective stewardship of the Company.

Currently, none (0%) of the five directors of the Board is a woman and none (0%) of two executive officers of the Company is a woman.

STATEMENT OF EXECUTIVE COMPENSATION

Unless otherwise indicated, all references to "$" or "dollars" in this statement of executive compensation refer to Canadian dollars.

Named Executive Officers

In this section, "Named Executive Officer" (or "NEO") means each of the following individuals:

• (a) the Chief Executive Officer ("CEO");
• (b) the Chief Financial Officer ("CFO");
• (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and
• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at September 30, 2022.

DIRECTOR AND NAMED EXECUTIVE COMPENSATION

At September 30, 2022 financial year end, the NEOs of the Company were: Brian Roth, CEO and director, Austin Thornberry, CFO, Brad Nichol, former President and CEO and director, Nathan Steinke, former Corporate Secretary and CFO and Kyle Stevenson former Interim CEO and director. The directors of the Company who were not NEOs were: Scott McLeod, Peter Sherba, Patrick Whibley, and Robert Laird Birmingham.

Corporate Actions during financial year ended September 30, 2022 and at current date

Brad Nichol served as served as President and CEO of the Company from July 25, 2017 to July 5, 2022 and served as a director of the Company from March 15, 2018 to July 5, 2022

Nathan Steinke served as Corporate Secretary and CFO of the Company from August 15, 2018 to July 5, 2022

Kyle Stevenson served as Interim CEO of the Company from July 5, 2022 to August 4, 2022 and served as a director of the Company from June 22, 2017 to January 18, 2023

Austin Thornberry was appointed CFO on August 4, 2022 and served as Corporate Secretary of the Company from August 4, 2022 to September 9, 2022.

Brian Roth was appointed a director and CEO of the Company on August 4, 2022

Patrick Whibley served as a director of the Company from May 30, 2017 to August 4, 2022

Scott McLeod was appointed a director of the Company on August 4, 2022

Peter Sherba was appointed a director of the Company on August 4, 2022

Sheryl Dhillon was appointed Corporate Secretary of the Company on September 9, 2022

Benjamin Parsons was appointed a director of the Company on April 19, 2023

Robert Laird Birmingham served as a director of the Company from November 8, 2019 to July 12, 2023

Manavdeep Singh Mukhija was appointed a director of the Company on July 12, 2023

The following table sets forth all compensation received by individuals who served as a NEO of the Corporation during the most recently completed financial year ended September 30, 2022. NEOs are executive officers of the Corporation including: the CEO or CFO of the Corporation at any time during the financial year, and the three most highly compensated executive officers or senior management, other than the CEO and CFO, of the Corporation who received salary and or bonuses from the Corporation in excess of, in aggregate, $150,000. Brian Roth, CEO; Brad Nichol, the former President and CEO, Austin Thornberry, CFO and Nathan Steinke, Former CFO and Corporate Secretary.

Summary Compensation Table

The compensation paid to the NEOs during the Corporation's three most recently completed financial years ended September 30, 2022, 2021 and 2020, is set out below:

Name			Share	Option		Non-equity incentiveplan compensation($)
andPrincipalPosition	Year1	Salary($)	basedawards($)	basedawards($)2	Annualincentiveplans	Long termincentiveplans	All othercompensation($)	Totalcompensation($)
Brian P. Roth3CEO	202220212020	193,070--	---	82,688--	---	---	---	275,758--
AustinThornberry4CFO	202220212020	9,000--	---	41,344--	---	---	---	50,344--
Brad Nichol5Former Presidentand Former CEO	202220212020	90,000120,000120,000	---	---	---	---	152,250--	242,250120,000120,000
Nathan Steinke6Former CFO andFormer CorporateSecretary	202220212020	108,00036,000144,000	---	---	---	---	132,000--	240,00036,0000144,000

Notes:

1. Covers the fiscal years ended December 31, 2021 and 2020, and the transitional nine-month period ended September 30, 2022, given the change of fiscal year end from December 31 to September 30 upon completion of a business combination transaction with Liberty One Lithium Corp.

2. Option-based awards represent the fair value of stock options granted and awarded in the year under our 2022 Option Plan and our 2012 Option Plan. The fair value of options granted is calculated as of the grant date using the Black-Scholes option pricing model, as described in the notes to the Corporation's audited consolidated financial statement for the year ended September 30, 2022.

3. Mr. Roth was appointed to the office of CEO, and as a director of the Corporation, on August 4, 2022. Mr. Roth's 2022 salary of $193,070 includes $165,070 paid to him as the CEO of the Predecessor Company (as defined below).

4. Mr. Thornberry was appointed to the office of CFO on August 4, 2022.

5. Mr. Nichol was appointed to the office of CEO on July 25, 2017. He was elected to the Board on March 15, 2018. Mr. Nichol resigned from both positions effective July 5, 2022.

6. Mr. Steinke was appointed to the office of CFO on August 15, 2018 and he resigned effective July 5, 2022.

Stock Options and Other Compensation Securities

2022 Option Plan (Option-Based Awards)

In connection with the business combination transaction with Liberty One Lithium Corp. and the listing of our Corporation's Common Shares on the NEO Exchange, we terminated our then-existing 2012 Option Plan and adopted a new form of 10% "rolling" stock option plan, the 2022 Option Plan, effective as of June 29, 2022 (being the date on which the Common Shares were listed for trading on the NEO Exchange. The 2022 Option Plan dated for reference June 14, 2022 was adopted to comply with Canadian regulatory standards prescribed for issuers listed on senior stock exchanges in Canada (being the Toronto Stock Exchange and the NEO Exchange). The 2022 Option Plan was adopted by shareholders at the Company's November 15, 2022 annual general and special meeting. The 2022 Option Plan was filed on SEDAR+ under the Company's corporate profile on November 16, 2022 at www.sedarplus.ca.

The purpose of the 2022 Option Plan is to encourage and enable certain eligible persons to participate in the success of the Corporation, thereby advancing the interests of the Corporation and its affiliates by, among other things, attracting, rewarding and retaining highly competent persons as directors, officers, employees and consultants of the Corporation, that will contribute to the Corporation's long-range success, and providing additional incentives to such persons by aligning their interests with those of the Shareholders of the Corporation. The 2022 Option Plan provides for the grant of options to acquire common shares (each, an "Option"). All Options will be evidenced by an agreement or other instrument or document evidencing the Options granted under the 2022 Option Plan. The date of grant, the number of Common Shares, the vesting period and any other terms and conditions of Options granted pursuant to the 2022 Option Plan are to be determined by Board, subject to the express provisions of the 2022 Option Plan and the applicable option agreement.

As of the date of this Information Circular, there are 2,095,000 Options outstanding under the 2022 Option Plan.

Material Terms of the 2022 Option Plan

Administration of the 2022 Option Plan

The Board is responsible for the general administration of the 2022 Option Plan and the proper execution of its provisions, the interpretation of the 2022 Option Plan, and the determination of all questions arising hereunder.

Without limiting the generality of the foregoing, the Board has the power to:

• (a) allot Common Shares for issuance in connection with the exercise of Options;
• (b) grant Options;
• (c) subject to any necessary Regulatory Approval (as defined in the 2022 Option Plan), amend, suspend, terminate or discontinue the 2022 Option Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the 2022 Option Plan will, without the prior written consent of all optionees, alter or impair any Option previously granted under the 2022 Option Plan unless the alteration or impairment occurred as a result of a change in the NEO Exchange Listing Manual; and
• (d) delegate all or such portion of its powers under the 2022 Option Plan as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the 2022 Option Plan so delegated to the same extent as the Board is hereby authorized so to do.

Eligibility

The 2022 Option Plan authorizes the Board to grant Options to directors, officers and employees of, and certain consultants engaged by, the Corporation or any its affiliated entities (collectively, "Service Providers"), and to companies that are wholly-owned by one or more Service Providers or their respective affiliates. Options may also be granted to employees of any entity providing management services to the Corporation which are required for the ongoing successful operation of the business enterprise of the Corporation.

Common Shares Available for Issuance

The maximum aggregate number of Common Shares that may be reserved for issuance under the 2022 Option Plan at any point in time is 10% of the outstanding Common Shares at the time such Common Shares are reserved for issuance as a result of the grant of a Option, less any Common Shares reserved for issuance under share options granted under Share Compensation Arrangements (as defined in the 2022 Option Plan) other than the 2022 Option Plan, unless the 2022 Option Plan is amended pursuant to the requirements of the NEO Exchange. If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Common Shares in respect of such expired or terminated Option will again be available for the purposes of granting Options pursuant to the 2022 Option Plan. The Board may at any time increase the number of Common Shares available for issue under the 2022 Option Plan, subject to compliance with any applicable regulatory rules.

Change of Control

In the event of a change of control, the Board will have the authority to undertake the following (i) to the extent that such Options are subject to vesting, to cause such Options to be deemed to have immediately vested upon the occurrence of the change of control, (ii) to cause such Options to terminate upon the occurrence of the change of control, provided that the Corporation has given holders of the Options at least ten days advance written notice of such change of control during which period the holder will have the opportunity to exercise the Options, or (iii) to cause the Options to be exchanged for incentive stock options of such resulting issuer upon the occurrence of the change of control at such ratio and adjusted exercise price as the Board considers appropriate, acting reasonably.

Non-Transferability

Except as set out in the 2022 Option Plan, Options are not transferrable or assignable and Options may be exercised only by the person to whom the Options were granted. In the case of the death of a holder of Options, any vested Options will become exercisable by such holder's lawful representatives, heirs or executors until the earlier of one year after the date of such holder's death and the date of expiration of the term otherwise applicable to such Options.

Amendment

The 2022 Option Plan contains a formal amendment procedure. The Board may amend certain terms of the 2022 Option Plan without requiring the approval of the Shareholders of the Corporation, unless specifically required by any exchange. Amendments not requiring Shareholder approval include:

• amendments which are of a typographical, grammatical or clerical nature only;

• amendments of a housekeeping nature;

• changes to the vesting provisions of a Option, subject to prior written approval of the NEO Exchange, if applicable;

• changes to the termination provision of a Option which does not entail an extension beyond the lesser of the original expiry date of such Option, or 12 months from termination;

• amendments necessary as a result in changes in securities laws or any requested changes by the NEO Exchange;

• if the Corporation becomes listed or quoted on another stock exchange, it may make such amendments as may be required by the policies of such stock exchange or stock market; and

• amendments which reduce, and do not increase, the benefits of the 2022 Option Plan to Service Providers.

• Shareholder approval will be required prior to any of the following actions becoming effective:

• the 2022 Option Plan, together with all of the Corporation's other previous Share Compensation Arrangements, could result at any time in:

  • o the aggregate number of Common Shares reserved for issuance under Options granted to Insiders exceeding 10% of the outstanding Common Shares in the event that the 2022 Option Plan is amended to reserve for issuance more than 10% of the outstanding Common Shares;
  • o the number of Common Shares issued under the 2022 Option Plan issued to Insiders within a one-year period exceeding 10% of the outstanding Issuer Option Shares (as defined in the 2022 Option Plan) in the event that the 2022 Option Plan is amended to reserve for issuance more than 10% of the outstanding Common Shares; or
  • o the issuance to any one person, within a 12-month period, of a number of Common Shares exceeding 5% of the outstanding Common Shares; or
  • o any reduction in the exercise price of an Option previously granted to an Insider.

For these purposes, an "Insider" (as defined under applicable Canadian securities laws) would generally include directors and officers of the Corporation, as well as any person who has beneficial ownership of, and/or control or direction over, more than 10% of the Common Shares.

2022 RSU Plan (Share-Based Awards)

On October 13, 2022, the Board adopted a new restricted share unit plan (the "2022 RSU Plan"), reserving for issuance, combined with any equity securities granted under all other compensation arrangements adopted by the Company, a maximum of 20% of the issued and outstanding Common Shares at the time of grant.

The 2022 RSU Plan dated for reference October 13, 2022 was approved by shareholders at the Company's November 15, 2022 annual general and special meeting. The 2022 RSU Plan authorizes the Board to grant RSUs. The 2022 RSU Plan was filed on SEDAR+ under the Company's corporate profile on November 16, 2022 at www.sedarplus.ca .

As of the date of this Information Circular, there are 467,500 outstanding RSUs.

In monitoring or adjusting the RSU allotments, the Board takes into account its own observations on individual performance (where possible) and its assessment of individual contribution to Shareholder value, previous Option grants and the objectives set for the Corporation. The scale of grants is generally commensurate to the appropriate level of base compensation for each level of responsibility.

RSUs are granted by the Board. In monitoring or adjusting the RSU allotments, the Board takes into account its own observations on individual performance (where possible) and its assessment of individual contribution to Shareholder value, previous Option grants and the objectives set for the Company. The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility.

In addition to determining the number of RSUs to be granted pursuant to the methodology outlined above, the Board also makes the following determinations:

• parties who are entitled to participate in the 2022 RSU plan;
• the date on which each RSU is granted;
• the vesting period, if any, for each RSU;
• the other material terms and conditions of each RSU grant; and
• any re-pricing or amendment to an RSU grant.

The Board makes these determinations subject to and in accordance with the provisions of the 2022 RSU Plan. The Board proposes to review and approves grants of RSUs on an annual basis and periodically during a financial year.

Material Terms of the 2022 RSU Plan

The following is a summary of the material terms of the 2022 RSU Plan:

Eligibility

RSUs may be granted to any person who is an employee, officer, director, certain consultants and individuals employed by a corporation providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, excluding a person engaged in investor relations activities.

Common Shares Available for Issuance

The Company has reserved for issuance a maximum of 20% of the issued and outstanding Common Shares at the time of grant, combined with any equity securities granted under all other compensation arrangements adopted by the Company, including the 2022 Option Plan.

Required Approvals

Approval by Shareholders other excluding security holders that would receive, or would be eligible to receive, a material benefit resulting from the following actions, must all be obtained for any grants to a Related Person (as such term is defined in the policies of any applicable exchange) if, after the grant:

• the total number of Common Shares (either issued directly or issuable on exercise of RSUs) or the number of securities, calculated on a fully diluted basis, reserved for issuance under RSUs granted to:
  • Related Persons, exceeds 10% of the outstanding securities of the Company; or
  • a Related Person and the associates of the Related Person, exceeds 5% of the outstanding securities of the Company; or
• the number of securities, calculated on a fully diluted basis, issued within 12 months to:
  • Related Persons, exceeds 10% of the outstanding securities of the Company; or
  • a Related Person and the associates of the Related Person, exceeds 5% of the outstanding securities of the Company.

Non-Transferability

Granted RSUs may not be assigned or transferred, provided however except that if a participant dies, the legal representatives of the participant will be entitled to receive the amount of any payment otherwise payable to the participant.

Amendment

Subject to any required approvals of any applicable stock exchange, the Board may amend, suspend or terminate the 2022 RSU Plan or any portion thereof at any time, but an amendment may not be made without Shareholder approval if such approval is necessary to comply with any applicable regulatory requirement. Further, subject to any required approvals of any other applicable stock exchange, the Board may not do any of the following without obtaining, within 12 months either before or after the Board's adoption of a resolution authorizing such action, Shareholder approval, and, where required, approval by disinterested Shareholders, or by the written consent of the holders of a majority of the securities of the Company entitled to vote:

• increase the aggregate number of Common Shares which may be issued under the 2022 RSU Plan;

• materially modify the requirements as to the eligibility for participation in the 2022 RSU Plan that would have the potential of broadening or increasing insider participation;
• add any form of financial assistance or any amendment to a financial assistance provision which is more favourable to participants under the 2022 RSU Plan;
• add a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the 2022 RSU Plan reserve; and
• materially increase the benefits accruing to participants under the 2022 RSU Plan.

However, the Board may amend the terms of the 2022 RSU Plan to comply with the requirements of any applicable regulatory authority without obtaining Shareholder approval, including:

• amendments to the 2022 RSU Plan of a housekeeping nature;
• change the vesting provisions of an RSU granted under the 2022 RSU Plan, if applicable;
• change to the vesting provisions of a security or the 2022 RSU Plan;
• change to the termination provisions of a security or the 2022 RSU Plan that does not entail an extension beyond the original expiry date;
• make such amendments to the 2022 RSU Plan as are necessary or desirable to reflect changes to securities laws applicable to the Company;
• make such amendments as may otherwise be permitted by regulatory authorities; and
• amend the 2022 Option Plan to reduce the benefits that may be granted to employees, management, or consultants.

Term

A holder of RSUs may elect to have Common Shares issued pursuant at any time and from time to time from and including the date RSUs vest through to the date that is the earlier of (i) five (5) years from the date of vesting, and (ii) ten (10) years from the date the RSUs were granted.

Incentive Plan Awards

The outstanding option-based awards for the NEOs as at September 30, 2022 are presented in the table below:

Name	Option-based Awards			Share-based Awards
	Number ofsecuritiesunderlyingunexercisedoptions(#)	Optionexerciseprice($)	Optionexpiry date	Value ofunexercisedin-themoneyOptions1($)	Number ofshares orunits ofshares thathave notvested(#)	Market orpayoutvalue ofsharebasedawardsthat havenot vested($)	Market orpayoutvalue ofvestedsharebasedawards notpaid out ordistributed($)
Brian P. RothCEO	200,000	1.00	Aug. 9,2024	Nil	-	-	-
AustinThornberryCFO	100,000	1.00	Aug. 9,2024	Nil	-	-	-

Note:

1. The value is the difference between closing price of the Corporation's Common Shares on the NEO Exchange of $0.65 on September 30, 2022 and the exercise price of the applicable options.

Incentive Plan Awards – value vested or earned during the year

Name	Option-based awards –Value vested during theyear1($)	Share-based awards –Value vested during theyear($)	Non-equity incentive plancompensation —Valueearned during the year($)
Brian P. Roth, CEO	-	-	-
Austin Thornberry, CFO	-	-	-

The value vested or earned from incentive plan awards during the year for NEOs was as follows:

Note:

1. The value is the difference between closing price of the Corporation's Common Shares on the NEO Exchange on the date the applicable options vested and the exercise price of the applicable options.

Director Compensation

The Corporation compensates its directors mainly through the issuance of stock options. During the fiscal year ended September 30 2022, compensation was paid to directors, who are not also a NEO, as set out in the following table:

Name	Feesearned($)	Sharebasedawards($)	Optionbasedawards($)	Non-equityincentiveplancompensation($)	Pensionvalue($)	All othercompensation($)	Total($)
KyleStevenson1	22,000	-	31,008	-	-	-	53,008
Robert L.Birmingham2	11,000	-	24,806	-	-	-	35,806
Peter Sherba3	-	-	20,672	-	-	-	20,672
Scott McLeod4	-	-	41,344	-	-	-	41,344
PatrickWhibley5	60,000	-	62,016	-	-	-	122,016

Notes:

1. Mr. Stevenson resigned as a director of the Corporation on January 18, 2023.

2. Mr. Sherba was appointed as a director of the Corporation on August 4, 2022.

3. Mr. Birmingham resigned as a director of the Corporation on July 12, 2023.

4. Mr. McLeod was appointed as a director of the Corporation on August 4, 2022.

5. Mr. Whibley resigned as a director of the Corporation on August 4, 2022.

Incentive Plan Awards – Directors

The outstanding option-based awards held by directors, who were not also a NEO, as at September 30, 2022 were as follows:

			Option-based Awards	Share-based Awards
Name	Number ofsecuritiesunderlyingunexercisedoptions(#)	Optionexerciseprice($)	Option expirydate	Value ofunexercisedin-themoneyoptions1($)	Number ofshares orunits ofshares thathave notvested(#)	Market orpayoutvalue ofsharebasedawardsthat havenot vested($)	Market orpayout valueof vestedshare-basedawards notpaid out ordistributed($)
KyleStevenson2	75,000	1.00	Aug. 9, 2024	-	-	-	-
Robert L.Birmingham3	60,000	1.00	Aug. 9, 2024	-	-	-	-
Peter Sherba4	50,000	1.00	Aug. 9, 2024	-	-	-	-
ScottMcLeod5	100,000	1.00	Aug. 9, 2024	-	-	-	-
PatrickWhibley6	150,000	1.00	Aug. 9, 2024	-	-	-	-

Notes:

1. The value is the difference between closing price of the Corporation's Common Shares on the NEO Exchange of $0.65 on September 30, 2022 and the exercise price of the applicable options.

2. Mr. Stevenson resigned as a director of the Corporation on January 18, 2023. Mr. Stevenson's Options expired without having been exercised on April 18, 2023.

3. Mr. Birmingham resigned as a director of the Corporation on July 12, 2023. Mr. Birmingham's Options expired without having been exercised on October 12, 2023.

4. Mr. Sherba was appointed as a director of the Corporation on August 4, 2022.

5. Mr. McLeod was appointed as a director of the Corporation on August 4, 2022.

6. Mr. Whibley resigned as a director of the Corporation on August 4, 2022.

Incentive plan awards – value vested or earned during the year – Directors

The value vested or earned from incentive plan awards during the Corporation's fiscal year ended September 30, 2022 for directors, who were not also a NEO, was as follows:

Name	Option-based awards –Value vested during theyear1($)	Share-based awards –Value vested during theyear($)	Non-equity incentive plancompensation —Valueearned during the year($)
Kyle Stevenson2	-	-	-
Robert L. Birmingham3	-	-	-
Peter Sherba4	-	-	-
Scott McLeod5	-	-	-
Patrick Whibley6	-	-	-

Notes:

1. The value is the difference between closing price of the Corporation's Common Shares on the NEO Exchange on the date the applicable options vested and the exercise price of the applicable options.

2. Mr. Stevenson resigned as a director of the Corporation on January 18, 2023.

3. Mr. Birmingham resigned as a director of the Corporation on July 12, 2023.

4. Mr. Sherba was appointed as a director of the Corporation on August 4, 2022.

• 1. Mr. McLeod was appointed as a director of the Corporation on August 4, 2022.
• 1. Mr. Whibley resigned as a director of the Corporation on August 4, 2022.

Our Board may award special remuneration to any Director undertaking any special services on our behalf other than services ordinarily required of a Director. Other than indicated above no Director received any additional compensation for his or her services including committee participation and/or special assignments.

Except for the stock option and RSU programs discussed above, we have no bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the our directors or Executive Officers.

Pension Plan Benefits

The Corporation does not have any pension plans for its directors, officers or employees.

Benefits and Perquisites

The Corporation does not, as of the date of this prospectus, offer any material benefits or perquisites to its NEOs other than potential grants of Options and RSUs, and as otherwise disclosed and discussed herein

Termination of Employment, Change of Control Benefits and Employment Contracts

Three Sixty Solar Ltd. (the "Predecessor Company"), the private company which amalgamated with 1345100 B.C. Ltd. to form the Corporation's wholly-owned subsidiary, Three Sixty Solar Operations Ltd., entered into an Executive Employment Agreement dated effective July 1, 2021 with Brian Roth, pursuant to which Mr. Roth was retained as the CEO of that company. The agreement sets forth the terms and conditions of Mr. Roth's employment including a base salary of $180,000 per year plus $35,000 signing bonus, initial equity package and benefits. The agreement includes obligations of Mr. Roth with respect to confidentiality, non-competition and non-solicitation. In the case of termination of Mr. Roth's employment without just cause, Mr. Roth is entitled to a six month notice period or a payment equal to six months of base salary, in the Predecessor Company's discretion.

The Corporation has entered into a CFO Consulting Agreement dated August 4, 2022 with Austin Thornberry, pursuant to which Mr. Thornberry has been engaged to provide consulting services as the CFO of the Corporation. The agreement sets forth the terms and conditions of Mr. Thornberry's engagement including a base fee of $250/hour. The agreement includes obligations of Mr. Thornberry with respect to confidentiality, conflicts of interest and the ownership of intellectual property. In the case of termination of Mr. Thornberry's engagement without just cause, Mr. Thornberry is entitled to a 30-day notice period or a payment equal to one month of consulting fees, in the Corporation's discretion.

None of the NEOs is entitled so any benefit upon a change of control of the Corporation.

COMPENSATION DISCUSSION AND ANALYSIS

Our Corporation's Board of Directors has not appointed a compensation committee and the responsibilities relating to executive and director compensation, including reviewing and recommending director compensation, overseeing the Corporation's base compensation structure and equity-based compensation program, recommending compensation of the Corporation's officers, employees, and consultants and evaluating the performance of officers generally and in light of annual goals and objectives, is performed by the Board as a whole.

The Board also assumes responsibility for reviewing and monitoring the long-term compensation strategy for the Corporation's senior management. The Board reviews the compensation of senior management on a semi-annual basis taking into account compensation paid by other issuers of similar size and activity.

The Board has not considered the implications of the risks associated with the Corporation's compensation program. The Corporation intends to continue to formalize its compensation policies and practices and take into consideration the implications of the risks associated with the Corporation's compensation program and how it might mitigate those risks.

Philosophy and Objectives

The Corporation is a small, solar energy company with limited resources. The compensation program for the senior management of the Corporation is designed within this context with a view that the level and form of compensation achieves certain objectives, including:

• (a) attracting and retaining qualified executives;
• (b) motivating the short and long-term performance of these executives; and
• (c) better aligning their interests with those of the Corporation's Shareholders.

In compensating its senior management, the Corporation has historically employed a combination of base compensation and equity participation through its share option plans, the most recent of which (the "2022 Option Plan") was adopted by the Board on June 14, 2022, and became effective concurrently with the listing of the Corporation's common shares on the NEO Exchange on June 29, 2022. The 2022 Option Plan, which replaced the Corporation's then-existing stock option plan dated for reference January 23, 2012, as amended (the "2012 Option Plan"), was approved by the Corporation's Shareholders at the Annual General and Special Meeting of Shareholders held on November 15, 2022.

The 2012 Option Plan was the only equity compensation plan that the Corporation had in place at the beginning of the financial year ended September 30, 2022.

Base Compensation

In the Board's view, paying base compensation which are reasonable in relation to the level of service expected while remaining competitive in the markets in which the Corporation operates is a first step to attracting and retaining qualified and effective executives.

Bonus Incentive Compensation

The Corporation's objective is to achieve certain strategic objectives and milestones. The Board will consider executive bonus compensation dependent upon the Corporation meeting those strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses. The Board approves executive bonus compensation dependent upon compensation levels based on recommendations of the CEO. Such recommendations are generally based on information provided by issuers that are similar in size and scope to the Corporation's operations.

Equity Participation

The Board believes that encouraging its executives, employees, and consultants to become Shareholders is the best way of aligning their interests with those of its Shareholders. Historically, equity participation is accomplished through the Corporation's 2022 Option Plan and its predecessor stock option plans. On October 13, 2022, the Board adopted a new restricted share unit plan (the "2022 RSU Plan"), which became effective upon receipt of Shareholder approval of the 2022 RSU Plan at the Annual General and Special Meeting of Shareholders held on November 15, 2022.

Equity awards are granted to executives and employees taking into account a number of factors, including the amount and term of awards previously granted, base salary and bonuses and competitive factors. The amounts and terms of awards granted are determined by the Board based on recommendations put forward by the CEO. Due to the Corporation's limited financial resources, the Board emphasises the provision equity award grants to maintain executive motivation.

Compensation Review Process

Risks Associated with the Corporation's Compensation Practices

The Board has not proceeded to a formal evaluation of the implications of risks associated with the Corporation's compensation policies and practices. The Board reviews the risks at least once annually, if any, associated with the Corporation's compensation policies and practices at such time.

Executive compensation is comprised of short-term compensation in the form of a base compensation and longterm ownership through the Corporation's 2022 Option Plan and the 2022 RSU Plan. This structure ensures that a significant portion of executive compensation (equity awards) is both long-term and "at risk" and, accordingly, is directly linked to the achievement of business results and the creation of long-term Shareholder value. As the benefits of such compensation, if any, are not realized by officers until a significant period of time has passed, the ability of officers to take inappropriate or excessive risks that are beneficial to their compensation at the expense of the Corporation and the Shareholders is extremely limited. Furthermore, the short-term component of the executive compensation represents a relatively small part of the total compensation. As a result, it is unlikely that an officer would take inappropriate or excessive risks at the expense of the Corporation or the Shareholders that would be beneficial to their short-term compensation when their long-term compensation might be put at risk from their actions.

Due to the small size of the Corporation and the current level of the Corporation's activity, the Board is able to closely monitor and consider any risks which may be associated with the Corporation's compensation policies and practices. Risks, if any, may be identified and mitigated through regular meetings of the Board during which financial and other information of the Corporation are reviewed. No risks have been identified arising from the Corporation's compensation policies and practices that are reasonably likely to have a material adverse effect on the Corporation.

Base Salary or Consulting Fees

Base salary ranges for the executive officers were initially determined upon a review of companies within the solar energy industry, which were of the same size as the Corporation, at the same stage of development as the Corporation and considered comparable to the Corporation.

In determining the base salary of an executive officer, the Board considers the following factors:

• (a) the particular responsibilities related to the position;
• (b) salaries paid by other companies in the solar energy industry which were similar in size as the Corporation;
• (c) the experience level of the executive officer;
• (d) the amount of time and commitment which the executive officer devotes to the Corporation; and
• (e) the executive officer's overall performance and performance in relation to the achievement of corporate milestones and objectives.

Performance Graph

The following graph compares the total cumulative return to a Shareholder who invested $100 in Common Shares of the Corporation on September 30, 2017 to the year end of September 30, 2022 with the cumulative total return of the S&P/TSX Composite Index. The Common Shares began trading on the NEO Exchange on August 15, 2022 and prior to that traded on the TSX Venture Exchange.

Securities Authorized for Issuance under Equity Compensation Plans

In connection with the business combination transaction with Liberty One Lithium Corp. and the listing of our Corporation's Common Shares on the NEO Exchange, we terminated our then-existing 2012 Option Plan and adopted a new form of 10% "rolling" stock option plan, the 2022 Option Plan, effective as of June 29, 2022 (being the date on which the Common Shares were listed for trading on the NEO Exchange. The 2022 Option Plan was adopted to comply with Canadian regulatory standards prescribed for issuers listed on senior stock exchanges in Canada (being the Toronto Stock Exchange and the NEO Exchange).

The purpose of the 2022 Option Plan is to encourage and enable certain eligible persons to participate in the success of the Corporation, thereby advancing the interests of the Corporation and its affiliates by, among other things, attracting, rewarding and retaining highly competent persons as directors, officers, employees and consultants of the Corporation, that will contribute to the Corporation's long-range success, and providing additional incentives to such persons by aligning their interests with those of the Shareholders of the Corporation.

The 2022 Option Plan provides for the grant of options to acquire common shares (each, an "Option"). All Options will be evidenced by an agreement or other instrument or document evidencing the Options granted under the 2022 Option Plan. The date of grant, the number of Common Shares, the vesting period and any other terms and conditions of Options granted pursuant to the 2022 Option Plan are to be determined by Board, subject to the express provisions of the 2022 Option Plan and the applicable option agreement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table sets forth, as of September 30, 2022, the number of Common Shares underlying Options outstanding, and the number of Common Shares remaining available for future issuance, under equity compensation plans of the Corporation.

	Number of securities to be issuedupon exercise of outstandingOptions	Weighted-average exerciseprice of outstanding Options	Number of securitiesremaining available forfuture issuance under equitycompensation plans(excluding securities reflectedin column (a))
	(a)	(b)	(c)
Equity compensation plansapproved by securityholders	1,730,000	1.087	678,473

	Number of securities to be issuedupon exercise of outstandingOptions	Weighted-average exerciseprice of outstanding Options	Number of securitiesremaining available forfuture issuance under equitycompensation plans(excluding securities reflectedin column (a))
	(a)	(b)	(c)
Equity compensation plans notapproved by securityholders	N/A	Nil	Nil
Total	1,730,000		678,473

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than as set out below, no directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Corporation were indebted to the Corporation as of the end most recently completed financial year or as at the date hereof.

As at September 30, 2022, included in accounts payable and accrued liabilities are: (a) $11,845 (2021 - $45,592) due to Brian Roth, the Chief Executive Officer of the Corporation, which consisted of vacation and expense reimbursement payables; and (b)(i) $2,639 (2021 - $Nil) due to Peter Sherba, a director of the Corporation, and (ii) $Nil (2021 - $45,145) due to a company controlled by Mr. Sherba for expense reimbursements. During year ended September 30, 2021, the company controlled by Mr. Sherba agreed to forgive amounts owing of $188,255.

As at September 30, 2022 included in loans payable is $12,700 (2021 - $12,700) due to Mr. Sherba. The amount is non-interest bearing, unsecured and payable on demand.

As at March 31, 2022, included in accounts payable and accrued liabilities is $9,692 in vacation payable to Mr. Roth. As at March 31, 2023, included in accounts payable and accrued liabilities are: (a) $2,652 in salaries and wages expense payable to Robert Birmingham, a director of the Corporation; (b) $5,345 in salaries and wages expense payable to Kyle Stevenson, a previous director of the Corporation who resigned from the Board of Directors on January 18, 2023; and (c) $Nil (September 30, 2022 - $2,639) in expenses to be reimbursed to Peter Sherba.

As at March 31, 2022 and as at March 31, 2023, the loans payable balance of $12,700 consists solely of a loan due to Peter Sherba. The amount is non-interest bearing, unsecured and payable on demand.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An informed person is one who, generally speaking, is a director or executive officer or a 10% Shareholder of the Corporation. To the knowledge of management of the Corporation, no informed person or nominee for election as a director of the Corporation or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Corporation during the year ended September 30, 2022, or has any interest in any material transaction in the current year other than as set out herein or as disclosed in other than the payment of compensation to key management personnel of the Corporation in the ordinary course of business. Refer to Note 10 – Related Party Transactions and Balances in our audited annual consolidated financial statements for further information.

MANAGEMENT CONTRACTS

There are no management functions of the Corporation, which are to any substantial degree performed by a person, or Corporation other than the directors or senior officers of the Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

• 1. Presentation to the Shareholders of the audited September 30, 2022 and September 30, 2021 Annual Consolidated Financial Statements , the report of the auditor thereon and the related Management Discussion and Analysis (see Financial Statements);
• 1. Election of Directors (see Election of Directors);
• 1. Appointment of Auditor (see Appointment of Auditor).

ADDITIONAL INFORMATION

Additional information concerning the Company is available via the Internet on SEDAR+, which may be accessed at www.sedarplus.ca or may be obtained by a Shareholder upon request without charge from the Company's Chief Financial Officer at telephone 1-800-684-1972 or email: athornberry@threesixtyolar.com. The Company may require payment of a reasonable charge from any person or company who is not a securityholder of the Company, who requests a copy of any such document. Financial information about the Company is provided in the Company's comparative annual financial statements to September 30, 2022, a copy of which, together with the Management's Discussion and Analysis thereon, can be found on the Company's SEDAR+ profile at www.sedarplus.ca.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Information Circular.

The contents of this Information Circular and its distribution to Shareholders have been approved by the Board.

DATED at Vancouver, British Columbia, November 14, 2023.

BY ORDER OF THE BOARD

"Brian Roth"

Brian Roth Chief Executive Officer and Director

SCHEDULE A

AUDIT COMMITTEE CHARTER

THREE SIXTY SOLAR LTD. (FORMERLY LIBERTY ONE LITHIUM CORP.)

(the "Company")

AUDIT COMMITTEE CHARTER

1. Mandate

The audit committee will assist the board of directors (the "Board") in fulfilling its financial oversight responsibilities. The audit committee will review and consider in consultation with the auditors the financial reporting process, the system of internal control and the audit process. In performing its duties, the audit committee will maintain effective working relationships with the Board, management, and the external auditors. To effectively perform his or her role, each audit committee member must obtain an understanding of the principal responsibilities of audit committee membership as well and the Company's business, operations and risks.

2. Composition

The Board will appoint from among its membership an audit committee after each annual general meeting of the shareholders of the Company. The audit committee will consist of a minimum of three directors. The Company's Corporate Secretary shall be the secretary of the audit committee unless the audit committee otherwise determines.

2.1 Independence

A majority of the members of the audit committee must not be officers, employees or control persons (as such term is defined in the Securities Act (British Columbia)) of the Company.

2.2 Expertise of Committee Members

Each member of the audit committee must be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the audit committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy in its business judgment and shall conclude whether a director meets these qualifications.

3. Meetings

The audit committee shall meet in accordance with a schedule established each year by the Board, and at other times that the audit committee may determine. The audit committee shall meet at least annually with the Company's Chief Financial Officer and external auditors in separate sessions. A minimum of two of the members of the audit committee present either in person or by telephone shall constitute a quorum. Minutes of each audit committee meeting approved by the Chair and the Secretary of the meeting shall be distributed within thirty days of each meeting. Meeting minutes shall be reviewed and approved by the audit committee at the subsequent audit committee meeting.

4. Roles and Responsibilities

The audit committee shall fulfill the following roles and discharge the following responsibilities:

4.1 External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor's report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures. In carrying out this duty, the audit committee shall:

(a) recommend to the Board the external auditors to be nominated by the shareholders for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company;

(b) review (by discussion and enquiry) the external auditors' proposed audit scope and approach;

(c) review the performance of the external auditors and recommend to the Board the re-appointment or change of the external auditors;

(d) review and recommend to the Board the compensation to be paid to the external auditors; and

(e) review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors' assertion of their independence in accordance with professional standards.

4.2 Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, revenues and expenses and the creation of obligations, commitments and liabilities of the Company. In carrying out this duty, the audit committee shall:

(a) evaluate the adequacy and effectiveness of management's system of internal controls over the accounting and financial reporting system within the Company; and

(b) ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

4.3 Financial Reporting

The audit committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the audit committee shall:

General

(a) review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and

(b) review and take reasonable steps to ensure that the accounting principles selected by management in preparing financial statements are appropriate.

Annual Financial Statements and Management's Discussion and Analysis ("MD&A")

(a) review the draft annual financial statements and MD&A;

(b) meet with management and the external auditors to review the financial statements and the MD&A and the results of the audit, including any difficulties encountered; and

(c) provide a recommendation to the Board with respect to their approval of the annual financial statement and the MD&A.

Interim Financial Statements and MD&A

(a) review the draft interim financial statements and MD&A;

(b) meet with management to review financial results and MD&A and, if applicable, the external auditors to review the results of any procedures they may have performed; and

(c) provide a recommendation to the Board with respect to their approval of the interim financial statements and the MD&A.

Release of Other Financial Information

(a) where reasonably possible, review and approve all public disclosure containing financial information, including news releases, prior to its release to the public.

4.4 Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Company or any subsidiary of the Company shall be subject to the prior approval of the audit committee.

Delegation of Authority

(a) The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

De-Minimis Non-Audit Services

(a) The audit committee may satisfy the requirement for the pre-approval of non-audit services if:

(i) the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or

(ii) the services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

(a) The audit committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

• (i) the pre-approval policies and procedures are detailed as to the particular service;
• (ii) the audit committee is informed of each non-audit service; and
• (iii) the procedures do not include delegation of the audit committee's responsibilities to management.

4.5 Other Responsibilities

The audit committee shall:

(a) establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls, or auditing matters;

(b) establish procedures for the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters;

(c) ensure that significant findings and recommendations made by management and the external auditor are received and discussed on a timely basis;

(d) review the policies and procedures in effect for considering officers' expenses and perquisites;

(e) review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;

(f) perform other oversight functions as requested by the Board; and

(g) review and update this Charter and receive approval of changes to this Charter from the Board.

4.6 Reporting Responsibilities

The audit committee shall regularly update the Board about audit committee activities and make appropriate recommendations.

5. Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to

• (a) engage independent counsel and other advisors as it determines necessary to carry out its duties;
• (b) set and pay the compensation for any advisors employed by the audit committee;
• (c) communicate directly with the internal and external auditors; and
• (d) have full access to any relevant records of the Company.

In discharging its responsibilities, the audit committee shall have full access to any relevant records of the Company.

6. Guidance – Roles & Responsibilities

The following guidance is intended to provide the audit committee members with additional guidance on fulfilment of their roles and responsibilities on the committee:

6.1 Internal Control

(a) evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;

(b) focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown; and

(c) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

6.2 Financial Reporting General

(a) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements; and

(b) ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and

(c) understand industry best practices and the Company's adoption of them.

Annual Financial Statements

(a) review the annual financial statements and assess whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Company reports or trades its shares;

(b) pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

(c) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;

(d) consider management's handling of proposed audit adjustments identified by the external auditors; and

Interim Financial Statements

(a) be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;

(b) meet with management and the auditors, either telephonically or in person, to review the interim financial statements; and

(c) to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

(i) actual financial results for the quarter or interim period varied significantly from budgeted or projected results;

(ii) changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financials statements are consistent with changes in the company's operations and financing practices;

(iii) generally accepted accounting principles have been consistently applied;

• (iv) there are any actual or proposed changes in accounting or financial reporting practices;
• (v) there are any significant or unusual events or transactions;
• (vi) the Company's financial and operating controls are functioning effectively;

(vii) the Company has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and

(viii) the interim financial statements contain adequate and appropriate disclosures.

6.3 Compliance with Laws and Regulations

(a) periodically obtain updates from management regarding compliance with this charter and industry "best practices";

(b) be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and

(c) review all communications with and the findings of any examinations by securities regulatory authorities and stock exchanges.

6.4 Other Responsibilities

(a) review, with the Company's counsel, any legal matters that could have a significant impact on the Company's financial statements.