Vision Lithium Inc. — AGM Information 2022

Feb 3, 2022

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 28, 2022

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MANAGEMENT INFORMATION CIRCULAR

Dated January 28, 2022

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting of shareholders (the “ Meeting ”) of Vision Lithium Inc. (the “ Corporation ”) will be held in virtual format on Monday, February 28, 2022 at 10:00 a.m. (EST), for the following purposes:

1. to receive and consider the financial statements of the Corporation for the financial year ended August 31, 2021 and the auditors’ report thereon;

2. to elect the directors of the Corporation for the ensuing year;

3. to appoint the auditors for the ensuing year and authorize the directors to fix their remuneration;

4. to consider, and if deemed advisable, to approve, with or without amendment, a resolution to re-approve the Corporation’s incentive stock option plan, as more fully described in the accompanying management information circular; and

5. to transact such other business as may properly come before the Meeting or any adjournment thereof.

In order to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders arising from the ongoing public health concerns related to the COVID-19 pandemic and to comply with health and safety measures imposed by the federal and provincial governments, we are inviting shareholders to attend the Meeting via Zoom videoconference. Participants are asked to register in advance of the Meeting and in any event prior to 10 a.m. (EST) on February 28, 2022. Participants will first need to register their email address to a Zoom account at: https://zoom.us/signup. Participants will then receive an activation email at the email address they registered. Participants must activate their account to register to the conference. Note that participants with a Zoom account do not need to register their email. Participants with a Zoom account can then attend the conference using the following URL: https://us02web.zoom.us/j/83942749558. Participants will be asked to enter their name, country and email address and will then receive the URL for the Meeting. A confirmation email with the URL and a phone number to join the Meeting will be sent to the participant's registered email address. Shareholders will have an equal opportunity to participate at the Meeting through this method regardless of their geographic location.

A copy of the management information circular and a form of proxy or voting instruction form for the Meeting accompany this notice of meeting. The record date for entitlement to notice of the Meeting is January 28, 2022. Each registered shareholder of the Corporation as at the record date shall be entitled to vote at the Meeting or any adjournment thereof in person or by proxy.

DATED at Val-d’Or, Québec, this 28[th] day of January, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Yves Rougerie” President and Chief Executive Officer

Shareholders of the Corporation whose shares are registered in the Corporation’s register may exercise their rights by attending the Meeting or by completing a proxy form. If you are unable to be present in person at the Meeting, kindly complete, date and sign the enclosed form of proxy and return it in the envelope provided for this purpose. To be used at the Meeting, the proxies must be received by the transfer agent and registrar of the Corporation

(Computershare Investor Services Inc., Attention: Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1) no later than 5:00 p.m. (EST) on Thursday, February 24, 2022 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before the date and time to which the Meeting has been rescheduled if it has been adjourned or postponed). The shareholders may also exercise their voting rights (i) by calling the toll-free number indicated on the proxy form (ii) by going to the following website: www.investorvote.com or (iii) by scanning the QR code indicated on the proxy form with their smartphones.

If you are not a registered holder of common shares of the Corporation, as your shares are registered in the name of a securities broker or another intermediary or clearing agency, but you are a beneficial owner, please follow the instructions contained in the accompanying management information circular.

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MANAGEMENT INFORMATION CIRCULAR

SECTION I – VOTING INFORMATION

SOLICITATION OF PROXIES BY MANAGEMENT

This management information circular (the “Circular”) is furnished in connection with the solicitation by the management of Vision Lithium Inc. (the “Corporation”) of proxies to be used at the annual general and special meeting of shareholders (the “Meeting”) of the Corporation to be held at the time and place and for the purposes set forth in the notice of meeting. It is expected that the solicitation will be made primarily by mail. However, officers and employees of the Corporation may also solicit proxies by telephone, facsimile, e-mail or in person. The total cost of solicitation of proxies will be borne by the Corporation. Pursuant to Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer (Québec) (“ Regulation 54101 ”), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy-related materials to the beneficial owners of the shares. See “ Appointment and Revocation of Proxies – Notice to Beneficial Holders of Shares ” below.

INTERNET AVAILABILITY OF PROXY MATERIALS

Rules adopted by the Canadian Securities Administrators, known as the “notice and access” distribution option, allow companies to send to shareholders a notice to the effect that proxy materials are available via the Internet, rather than mailing full sets of proxy materials to them. This year, the Corporation has chosen to mail full sets of proxy materials to shareholders. In the future, the Corporation may take advantage of the “notice and access” distribution option. If in the future the Corporation chooses to send such notices to shareholders, the notices will contain instructions on how shareholders can gain access to the Corporation’s notice of meeting and management information circular via the Internet. The notices will also contain instructions on how shareholders can ask that proxy materials be delivered to them electronically or in printed form on a one-time or ongoing basis.

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of Proxy

A shareholder who is unable to attend the Meeting in person is requested to complete and sign the enclosed form of proxy and to deliver it Computershare Investor Services Inc. by mail or hand delivery to the following address:

Computershare Investor Services Inc. Attention: Proxy Dept. 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1

no later than 5:00 p.m. (EST) on Thursday, February 24, 2022 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the date and time to which the Meeting has been rescheduled if it has been adjourned or postponed). The shareholders may also exercise their voting rights (i) by calling the toll-free number indicated on the proxy form (ii) by going to the following website: www.investorvote.com; or (iii) by scanning the QR code indicated on the proxy form with their smartphones.

The document appointing a proxy must be in writing and executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

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A shareholder submitting a form of proxy has the right to appoint a person (who need not be a shareholder) to represent him or her at the Meeting other than the persons designated in the form of proxy furnished by the Corporation. To exercise that right, the name of the shareholder’s appointee should be legibly printed in the blank space provided. In addition, the shareholder should notify the appointee of the appointment, obtain his or her consent to act as appointee and instruct the appointee on how the shareholder’s shares are to be voted.

Shareholders who are not registered shareholders should refer to “Notice to Beneficial Holders of Shares” below.

Revocation of Proxy

A shareholder who has submitted a form of proxy as directed hereunder may revoke it at any time prior to the exercise thereof. If a person who has given a proxy personally attends the Meeting at which that proxy is to be voted, that person may revoke the proxy and vote in person. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or his attorney or authorized agent and deposited with the Corporation’s transfer agent and registrar by mail or hand delivery to Computershare Investor Services Inc., Attention: Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or deposited with the Secretary of the Corporation before the commencement of the Meeting, or any adjournment thereof, and upon either of those deposits, the proxy will be revoked.

Notice to Beneficial Holders of Shares

The information set out in this section is of importance to many shareholders, as a substantial number of shareholders do not hold shares of the Corporation in their own name. Shareholders who do not hold their shares of the Corporation in their own name (referred to herein as “ Beneficial Shareholders ”) should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of shares can be recognized and acted upon at the Meeting or any adjournment(s) thereof. If shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those shares will not be registered in the shareholder’s name on the records of the Corporation. Those shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by brokers or their nominees can be voted (for or against resolutions or withheld from voting) only upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting shares for their clients. Subject to the following discussion in relation to NOBOs (as defined below), the Corporation does not know for whose benefit the shares of the Corporation registered in the name of CDS & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders under applicable securities regulations for purposes of dissemination to Beneficial Shareholders of proxy-related materials and other securityholder materials and requests for voting instructions from such Beneficial Shareholders. Non-objecting beneficial owners (“ NOBOs ”) are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. Objecting beneficial owners (“ OBOs ”) are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Corporation.

In accordance with the requirements of Regulation 54-101, the Corporation is sending the notice of meeting, this Circular, and a voting instruction form or form of proxy, as applicable (collectively, the “ Meeting Materials ”), indirectly through intermediaries to both NOBOs and OBOs. Regulation 54-101 allows the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and to use such NOBO list for the purpose of distributing the Meeting Materials directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver Meeting Materials to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. The cost of the delivery of the Meeting Materials by intermediaries to OBOs will be borne

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by the Corporation. The Corporation has not used a NOBO list to send the Meeting Materials directly to NOBOs whose names appear on that list.

Applicable securities regulations require intermediaries, on receipt of Meeting Materials that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings on Form 54-101F7. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting or any adjournment(s) thereof. Often, the voting instruction form supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to registered shareholders; however, its purpose is limited to instructing the registered shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and Form 54-101F7. Beneficial Shareholders can also write the name of someone else whom they wish to appoint to attend the Meeting and vote on their behalf. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in Form 54-101F7 or this Circular. The majority of brokers now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions (Canada) Corp. (“ Broadridge ”). Broadridge typically mails a voting instruction form in lieu of a form of proxy. Beneficial Shareholders are requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free telephone number to vote the shares held by them or access Broadridge’s dedicated voting website at www.proxyvote.com to deliver their voting instructions. Broadridge will then provide aggregate voting instructions to the Corporation’s transfer agent and registrar, which will tabulate the results and provide appropriate instructions respecting the voting of shares to be represented at the Meeting or any adjournment(s) thereof.

EXERCISE OF DISCRETION BY PROXIES

Shares represented by properly executed proxies in favour of the persons designated in the enclosed form of proxy, in the absence of any direction to the contrary, will be voted in favour of: (i) the election of the directors; (ii) the appointment of auditors; and (iii) the re-approval of the Corporation’s incentive stock option plan, as stated under such headings in this Circular. Instructions with respect to voting will be respected by the persons designated in the enclosed form of proxy . With respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting, such shares will be voted by the persons so designated in their discretion. At the time of printing this Circular, Management of the Corporation knows of no such amendments, variations or other matters.

VOTING SHARES

As at January 28, 2022, there were 231,202,485 issued and outstanding common shares in the share capital of the Corporation. Each common share entitles the holder thereof to one vote. The Corporation has fixed January 28, 2022 as the record date (the “ Record Date ”) for the purposes of determining shareholders entitled to receive notice of the Meeting. Only shareholders of record as at the close of business on the Record Date will receive notice of, and be entitled to attend and vote at, the Meeting. A shareholder of record on the Record Date will be entitled to vote those shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date, even though the shareholder may subsequently dispose of his or her shares. No shareholder who has become a shareholder after the Record Date will be entitled to attend or vote at the Meeting or any adjournment(s) thereof.

PRINCIPAL HOLDERS

As of the Record Date, to the knowledge of the Corporation, no person beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the common shares of the Corporation.

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SECTION II – MEETING AGENDA

PRESENTATION OF FINANCIAL STATEMENTS

The Corporation’s annual consolidated financial statements for the financial year ended August 31, 2021 and the external auditors’ report thereon will be presented to the Meeting but will not be subject to a vote. The Corporation’s financial statements and management’s discussion and analysis for the financial year ended August 31, 2021 are available on the Corporation’s website (www.visionlithium.com) and on the SEDAR website (www.sedar.com).

ELECTION OF DIRECTORS

The board of directors of the Corporation (the “ Board ”) currently consists of five (5) directors. The persons named in the enclosed form of proxy intend to vote in favour of the election of the five (5) nominees whose names are set forth below. Each director will hold office until the next annual meeting of shareholders or until the election of his successor, unless he resigns or his office becomes vacant by removal, death or other cause.

The following table sets forth the name of each of the persons proposed to be nominated for election as director, all other positions and offices with the Corporation now held by such person, their municipality, province and country of residence, principal occupation, the year in which such person became a director of the Corporation, and the number of common shares of the Corporation that such person has advised are beneficially owned or over which control or direction is exercised by such person as at the date indicated below.

Name and Municipality of Residence	Director Since	Title	Common Shares Beneficially Owned or Over Which Control or Direction is Exercised(1)	Principal Occupation(2)
Yves Rougerie Val-d’Or, Québec	February 23, 2004	President, CEO and Director	2,322,150	President and CEO of the Corporation
Victor Cantore(3) Montreal, Québec	May 11, 2017	Executive Chairman and Director	8,801,880	President and CEO of Amex Exploration Inc.
Robert C. Bryce(3)(4) Val-d’Or, Québec	May 1, 1996	Director	1,303,790(5)	President of Abiting Inc.
Dr. Scott Jobin- Bevans(3)(4) Santiago, Chile	March 22, 2018	Director	nil	President, CEO, director, co-founder and Principal Geoscientist of Caracle Creek International Consulting Inc.
Jonathan Gagné(3)(4) Montreal, Québec	July 22, 2019	Director	nil	Professional engineer (P. Eng.), President of Servimine Inc.

Notes:

(1) The information as to shares owned by the above-named individuals has been provided by the respective nominees individually.

(2) The principal occupation of each of these nominees and the summary description of their professional experience has already been presented to Shareholders in previous management information circulars.

(3) Anticipated member of the Audit Committee

• (4) Anticipated member of the Compensation Committee.

(5) Of this number of Common Shares, Mr. Robert C. Bryce directly owns 1,215,540 Common Shares, beneficially owns 78,250 Common Shares that are indirectly held through his wholly owned company Abiting Inc., and exercises control or direction over 10,000 Common Shares that are held in several trust accounts maintained for his grandchildren.

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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as noted below, to the knowledge of the Corporation, none of the foregoing nominees for election as director of the Corporation:

• (a) is, or within the last ten (10) years has been, a director, chief executive officer or chief financial officer of any company that:

• (i) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an “ Order ”), which Order was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

• (ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of such company;

• (b) is, or within the last ten years has been, a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

• (c) has, within the last ten years, 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 his assets; or

• (d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, 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.

Yves Rougerie became a director of Excel Gold Mining Inc. (“ Excel Gold ”) following the issuance of cease trade orders issued by the securities regulatory authorities of Québec, British Columbia, and Alberta for failure to file its financial statements and related documents. On December 5, 2013, Excel Gold filed for bankruptcy protection. André Allard & associés inc. was subsequently appointed as trustee and a proposal made under the Bankruptcy and Insolvency Act (Canada) was accepted by Excel Gold’s creditors on March 31, 2014 and approved by the Superior Court of Québec on April 17, 2014. In connection with the foregoing, the shares of Excel Gold were delisted from the TSX Venture Exchange (the “ TSXV ”).

Dr. Scott Jobin-Bevans, served as a director of Strike Minerals Inc. (“ Strike Minerals ”) from October 28, 2010 to February 3, 2014. On August 30, 2013, Strike Minerals announced that it was not able to file its annual financial statements and accompanying Management's Discussion and Analysis for the financial year ended April 30, 2013, within the period prescribed for such filings, primarily as a result of additional time required to secure financing and, subsequently, for its auditor to complete the audit. Given the situation, Strike Minerals made an application to the Ontario Securities Commission (the “ OSC ”) for a management cease trade order (the “ MCTO ”), which MCTO was issued by the OSC and restricted all trading in securities of Strike Minerals by its management until the required filings were completed. On February 12, 2014, the OSC issued a temporary order that all trading in the securities of Strike Minerals cease for a period of 15 days pending a hearing to determine if all trading in the securities of Strike Minerals would cease permanently or for such period as may be specified in the order by reason of the continued default. As of February 25, 2014, the temporary order lapsed and was replaced by an order that all trading in the securities of Strike Minerals cease until the order is revoked by the OSC. On February 12, 2014, the British

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Columbia Securities Commission (the “ BCSC ”) issued an order similar to the cease trade order by the OSC and on May 27, 2014, the Alberta Securities Commission (the “ ASC ”) issued an order similar to the cease trade order by the OSC. As of the date of this Circular, the cease trade orders issued by the OSC, the BCSC and ASC have not been revoked or rescinded.

Except where authority to vote in favour of the election of the five (5) nominees set forth above as directors is withheld, the persons named in the accompanying form of proxy will vote FOR the election of the five (5) nominees as directors of the Corporation.

Management recommends that Shareholders vote FOR the election of each of the nominees as directors of the Corporation.

APPOINTMENT OF AUDITORS

The management of the Corporation proposes that Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, be re-appointed as auditors of the Corporation for the financial year ending August 31, 2022 and that the directors of the Corporation be authorized to fix their remuneration.

Unless otherwise directed, the persons named in the enclosed form of proxy will vote FOR the resolution reappointing Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, as auditors of the Corporation, to hold office until the end of the next annual meeting of shareholders, and authorizing the directors to fix their remuneration.

STOCK OPTION PLAN

The Corporation has adopted an incentive stock option plan (the “ Stock Option Plan ”) for directors, executive officers, employees, and consultants of the Corporation. The principal terms of the Stock Option Plan are described under the heading “ Stock Option Plan and Other Incentive Plans ” below in this Circular.

The Stock Option Plan is a “rolling plan” pursuant to which the Corporation may grant incentive stock options to acquire common shares of the Corporation, provided that the maximum number of common shares reserved for issuance under the plan may not surpass 10% of the number of issued and outstanding shares of the Corporation at the time of any grant. The number of common shares that may be reserved under the Stock Option Plan automatically increases or decreases as the number of issued and outstanding common shares of the Corporation increases or decreases.

Pursuant to the policies of the TSX Venture Exchange, the Stock Option Plan must be re-approved annually by Shareholders at the Corporation’s annual general meeting of shareholders.

Consequently, at the Meeting, Shareholders will be asked to adopt the following resolution (the “ Stock Option Plan Resolution ”):

BE IT RESOLVED THAT:

1. the Corporation’s incentive stock option plan currently in force is hereby ratified, approved, and confirmed; and

2. any one (1) director or officer of the Corporation is hereby authorized and directed to do all things and to execute all instruments and documents as in their opinion may be necessary or desirable in order to give effect to the foregoing resolution.

The Board and management of the Corporation recommend that Shareholders vote FOR the Stock Option Plan Resolution. In order to be effective, the Stock Option Plan Resolution requires approval by a majority of the votes cast by the holders of Common Shares present in person or represented by proxy at the Meeting. Unless otherwise directed, the persons named in the enclosed form of proxy will vote FOR the Stock Option Plan Resolution.

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OTHER MATTERS ON THE AGENDA

Management of the Corporation knows of no other matter to come before the Meeting other than those referred to in the notice of meeting accompanying this Circular. If, however, any other matters which are not known to the management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Corporation, except as disclosed herein and in the Corporation’s annual consolidated financial statements for the fiscal year ended August 31, 2021, no informed person of the Corporation (as defined in Regulation 51-102 respecting Continuous Disclosure Obligations (Québec)), no proposed director of the Corporation, and no associate of affiliate of any informed person or proposed director of the Corporation has any direct or indirect interest in any transaction since the commencement of the Corporation’s most recently completed fiscal year or in any proposed transaction which has materially affected or would materially affect the Corporation or the Corporation’s Subsidiaries.

SECTION III – STATEMENT OF EXECUTIVE COMPENSATION

The following discussion sets out the statement of executive compensation of the Corporation for the financial year ended August 31, 2021, prepared in accordance Form 51-102F6V – Statement of Executive Compensation – Venture Issuers .

Interpretation

“named executive officer” (“ NEO ”) means:

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

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

• (c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) above at the end of the most recently completed financial year whose total compensation was more than $150,000, for that financial year;

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

Victor Cantore, the Executive Chairman, Yves Rougerie, the President and CEO, and Nancy Lacoursière, the CFO, were each an NEO of the Corporation during the financial year ended August 31, 2021.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all direct and indirect compensation (excluding compensation securities) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation thereof to each NEO and each director of the Corporation, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for

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services to be provided, directly or indirectly, to the Corporation, for each of the Corporation’s 2 most recently completed financial years:

		Table of compensation, excluding compensation securities	Table of compensation, excluding compensation securities	Table of compensation, excluding compensation securities	Table of compensation, excluding compensation securities	Table of compensation, excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Victor Cantore Executive Chairman and Director	2021	175,173(1)	nil	nil	nil	nil	175,173(1)
	2020	107,500	nil	nil	nil	nil	107,500
Yves Rougerie President, CEO and Director	2021	176,217	nil	nil	nil	712(2)	176,929
	2020	107,500	nil	nil	nil	3,499(2)	110,999
Nancy Lacoursière Interim CFO	2021	28,200	nil	nil	nil	nil	28,200
	2020	27,660	nil	nil	nil	nil	27,660

Notes:

(1) Effective May 1, 2021, Victor Cantore provides his services to the Corporation as Executive Chairman and a director through Bay Capital Markets Inc., a company wholly owned by Mr. Cantore, pursuant to the terms and conditions of a consulting agreement dated effective May 1, 2021 between the Corporation and Bay Capital Markets Inc. See Section III – Statement of Executive Compensation - Employment, Consulting and Management Agreements . Of the total compensation paid to Mr. Cantore by the Corporation, directly or indirectly, during the financial year ended August 31, 2021, $60,000 was paid to Bay Capital Market Inc. as consulting fees, representing a consulting fee of $15,000 per month starting May 1, 2021.

(2) Other than his salary, a taxable benefit in the above-noted amount for use of a vehicle is part of Yves Rougerie’s total compensation.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and named executive officer by the Corporation or any of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Victor Cantore(1) Executive Chairman and Director	Options	nil	N/A	N/A	N/A	N/A	N/A

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		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Yves Rougerie(2) President, CEO and Director	Options	nil	N/A	N/A	N/A	N/A	N/A
Nancy Lacoursière(3) Interim CFO	Options	nil	N/A	N/A	N/A	N/A	N/A
Robert C. Bryce(4) Director	Options	nil	N/A	N/A	N/A	N/A	N/A
Scott Jobin- Bevans Director(5)	Options	nil	N/A	N/A	N/A	N/A	N/A
Jonathan Gagné Director(6)	Options	nil	N/A	N/A	N/A	N/A	N/A

Notes:

• (3) As at August 31, 2021, Victor Cantore held an aggregate of 1,200,000 compensation securities of the Corporation, comprised solely of the Options, each of which is exercisable into one Common Share. Of these, 500,000 are exercisable at $0.27 per share until May 17, 2022, 300,000 are exercisable at $0.42 per share until December 19, 2022, and 400,000 are exercisable at $0.10 per share until June 5, 2025.

• (4) As at August 31, 2021, Yves Rougerie held an aggregate of 1,200,000 compensation securities of the Corporation, comprised solely of Options, each of which is exercisable into one Common Share. Of these, 500,000 are exercisable at $0.27 per share until May 17, 2022, 300,000 are exercisable at $0.42 per share until December 19, 2022, and 400,000 are exercisable at $0.10 per share until June 5, 2025.

• (5) As at August 31, 2021, Nancy Lacoursière held an aggregate of 450,000 compensation securities of the Corporation, comprised solely of the Options, each of which is exercisable into one Common Share. Of these, 50,000 are exercisable at $0.27 per share until May 17, 2022, 100,000 are exercisable at $0.42 per share until December 19, 2022, and 300,000 are exercisable at $0.10 per share until June 5, 2025.

• (6) As at August 31, 2021, Robert C. Bryce held an aggregate of 575,000 compensation securities of the Corporation, comprised solely of Options, each of which is exercisable into one Common Share. Of these, 175,000 are exercisable at $0.27 per share until May 17, 2022, 100,000 are exercisable at $0.42 per share until December 19, 2022, and 300,000 are exercisable at $0.10 per share until June 5, 2025.

• (7) As at August 31, 2021, Scott Jobin-Bevans held an aggregate of 600,000 compensation securities of the Corporation, comprised solely of Options, each of which is exercisable into one Common Share. Of these, 300,000 are exercisable at $0.48 per share until April 14, 2023 and 300,000 are exercisable at $0.10 per share until June 5, 2025.

• (8) As at August 31, 2021, Jonathan Gagné held an aggregate of 300,000 compensation securities of the Corporation, comprised solely of the above-noted Options, each of which is exercisable into one Common Share at an exercise price of $0.10 per share until June 5, 2025.

Exercise of Compensation Securities by Directors and NEOs

There were no compensation securities exercised by a director or NEO of the Corporation during the financial year ended August 31, 2021.

Stock Option Plans and Other Incentive Plans

The Corporation provides long term incentive compensation to directors, executive officers, employees, and consultants of the Corporation through its Stock Option Plan. The Compensation Committee recommends the granting of incentive stock options from time to time based on its assessment of the appropriateness of doing so in

• 9 -

light of the long term strategic objectives of the Corporation, its current stage of development, the need to retain or attract particular key personnel, the number of options already outstanding, and overall market conditions. The Compensation Committee views the granting of options as a means of promoting the success of the Corporation and higher returns to its shareholders. As such, the Compensation Committee does not grant options in excessively dilutive numbers or at exercise prices not reflective of the Corporation’s underlying value.

The following are the material terms and conditions of the Stock Option Plan:

• (a) the Board may grant options to directors, officers and employees of, and consultants to, the Corporation and its subsidiaries;

• (b) a maximum of up to 10% of the number of issued and outstanding common shares may be reserved for issuance under the plan upon the exercise of Options granted under the plan;

• (c) the aggregate number of common shares reserved for issuance upon the exercise of options by any one person cannot exceed, during any twelve-month period, 5% of the number of issued and outstanding common shares of the Corporation at the date the option is granted;

• (d) the aggregate number of common shares reserved for issuance upon the exercise of options by any one consultant cannot exceed, during any twelve-month period, 2% of the number of issued and outstanding common shares of the Corporation at the date the option is granted to the consultant;

• (e) the aggregate number of common shares reserved for issuance upon the exercise of options by any person employed to provide investor-relation activities cannot exceed, during any twelve-month period, 2% of the number of issued and outstanding common shares of the Corporation at the date the option is granted to such person;

• (f) the exercise price of the options is determined by the Board at the time the options are granted, but cannot be less than the closing price of the Corporation’s common shares on the trading day immediately preceding the day on which the option is granted;

• (g) subject to the requirements of the TSX Venture Exchange, the Board has the discretion to set the terms of any vesting schedule for each option granted;

• (h) the maximum period during which an option may be exercised is ten (10) years from the date of grant, as determined by the Board, after which the option lapses;

• (i) options are not assignable or transferable, except by will or the laws of succession;

• (j) if an optionee becomes, in the determination of the Board, permanently disabled while employed by the Corporation or while a director thereof or consultant thereto, any option may be exercised only for that number of shares which the optionee was entitled to acquire at the time of the occurrence of the permanent disability, for a period of 12 months after such date or prior to the expiration of the term of the option, whichever occurs first, after which the option lapses;

• (k) if an optionee dies, any option held by the optionee may be exercised only for that number of shares which the optionee was entitled to acquire at the time of death, for a period of 12 months after the date of death or prior to the expiration of the term of the option, whichever occurs first, after which the option lapses;

• (l) if an optionee’s employment or service provider relationship with the Corporation is terminated for “cause” any options not then exercised terminate immediately;

• (m) upon an optionee’s employment, office, directorship or consulting services with the Corporation terminating or ending otherwise than by reason of death, permanent disability or termination for cause, any

• 10 -

option held by the optionee may be exercised only for that number of shares which the optionee was entitled to acquire at such time, for a period of 12 months after such date or prior to the expiration of the term of the option, whichever occurs first, after which the option lapses;

• (n)

the option price is payable in full at the time an option is exercised;

• (o) if the Corporation is required under the Income Tax Act (Canada) or any other applicable law to remit to any governmental authority an amount on account of tax on the value of any taxable benefit associated with the exercise of an option by an optionee, then the optionee will, concurrently with the exercise of the option:

• (i) pay to the Corporation, in addition to the exercise price for the options, sufficient cash as is determined by the Corporation, in its sole discretion, to be the amount necessary to fund the required tax remittance;

• (ii) authorize the Corporation, on behalf of the optionee, to sell in the market, on such terms and at such time or times as the Corporation determines, in its sole discretion, such portion of the common shares being issued upon exercise of the option as is required to realize cash proceeds in an amount necessary to fund the required tax remittance; or

• (iii) make other arrangements acceptable to the Corporation, in its sole discretion, to fund the required tax remittance;

• (p) in the event that the Corporation proposes to amalgamate or merge with another company (other than a wholly-owned subsidiary of the Corporation), or to liquidate, dissolve or wind-up, or in the event that an offer to purchase common shares is made to all shareholders of the Corporation (other than the offeror or offerors), the Corporation has the right, upon written notice to each optionee holding options under the plan, to permit the exercise of all options outstanding under the plan within a 20-day period following the date of such notice and to determine that upon the expiry of such 20-day period, all options cease to have further force or effect; and

• (q) subject to obtaining the necessary regulatory approvals, the Board may amend or discontinue the plan at any time, provided, however, that no such amendment may adversely affect any option rights previously granted to an optionee under the plan without the consent of the optionee, except to the extent required by law.

Employment, Consulting and Management Agreements

The Corporation entered into a consulting agreement dated effective May 1, 2021 with Bay Capital Markets Inc., a company wholly owned by Victor Cantore and an independent contractor of the Corporation, pursuant to which Mr. Cantore provides his services to the Corporation as Executive Chairman of the Board and as a director. The Corporation has entered into an employment agreement with Yves Rougerie, President, CEO and a director. Messrs. Cantore and Rougerie are each an NEO. The consulting agreement between the Corporation and Bay Capital Markets Inc. replaces Mr. Cantore’s previous employment agreement with the Corporation, the terms of which were substantially similar to the terms and conditions of Yves Rougerie’s employment agreement described below.

The consulting agreement with Bay Capital Markets Inc. is for an indefinite term and provides for a consulting fee of $15,000 per month, as well as eligibility for annual bonus incentives and incentive stock options at the discretion of the Board on the recommendation of the Compensation Committee. Mr. Rougerie’s employment agreement provides for an indefinite term of employment at a base salary reviewable on an annual basis by the Compensation Committee, as well as eligibility for annual bonus incentives and incentive stock options at the discretion of the Board on the recommendation of the Compensation Committee (see the Table of compensation, excluding compensation securities for executive compensation information in respect of the NEOs).

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For the financial year ended August 31, 2021, Mr. Cantore was paid by the Corporation, directly or indirectly through Bay Capital Markets Inc., total compensation of $175,173, consisting entirely of base salary and consulting fees and Mr. Rougerie was paid a base salary by the Corporation of $176,217.

The consulting agreement with Bay Capital Markets Inc. provides for the payment of: (i) a termination fee in the amount of $180,000 in the event of a termination without cause; and (ii) an indemnity equal to $360,000 in the event the agreement is terminated by either party within 90 days of a change of control event (as defined in the agreement), less the amount of any termination payment that the NEO is entitled to receive in the event of a termination without cause.

Mr. Rougerie’s employment agreement provides for the payment of: (i) severance in an amount equal to the greater of one times the NEO’s then-current base salary in effect and one month of the NEO’s then-current base salary in effect for each year of the NEO’s service to the Corporation as an employee in any capacity (pro-rated for any partial years of service) in the event of a termination without cause; and (ii) an indemnity equal to two years of base salary in the event employment is terminated or the individual resigns within 90 days of a change of control event (as defined in the agreement), less the amount of any severance payment that the NEO is entitled to receive in the event of a termination without cause.

In addition, Bay Capital Markets inc. and Mr. Rougerie have each agreed, under their respective agreements, not to solicit, directly or indirectly, for employment any of the employees of the Corporation for a period of 12 months following the end of their contracts with the Corporation.

The Corporation does not have any employment, consulting, or management agreements or arrangements with any of the Corporation’s other NEOs or directors.

Oversight and Description of director and NEO Compensation

The Corporation’s executive compensation is reviewed annually by the Corporation’s Compensation Committee, which then makes recommendations to the Board. The Board approves the base salary of each NEO (and any other person) based on the recommendations of the Compensation Committee.

The members of the Compensation Committee during the most recently completed financial year were Robert C. Bryce, Scott Jobin-Bevans, and Jonathan Gagné.

The Corporation’s executive compensation program is structured into three main components: base salary, annual incentives (bonuses), and long term incentives, including incentive stock options granted pursuant to the Stock Option Plan.

NEOs receive a base salary which is based primarily on the level of responsibility of the position, the qualifications and experience of the NEO, and current competitive market conditions. In addition to their base salary, the NEOs may receive a discretionary annual bonus declared by the Board and based on the overall performance of the Corporation.

The annual base salary review of each NEO takes into consideration the following factors: current market and economic conditions, the levels of responsibility and accountability of each NEO, the skill and competencies of each individual, retention considerations, and the level of demonstrated performance. Base salary is not evaluated against a formal “peer group”; however, the Compensation Committee does conduct periodic informal reviews of executive compensation data from public companies with a comparable market capitalization that operate in similar industry sectors and in regions with similar economic conditions as those in which the Corporation operates. The Compensation Committee relies on the general experience of its members in setting base salary amounts. The Corporation places equal emphasis on base salary and options as short term and long term incentives, respectively. Annual incentive bonuses are related to performance and may form a greater or lesser part of the entire compensation package in any given year.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth, as at the end of the financial year ended August 31, 2021, the number of securities authorized for issuance under the Corporation’s equity compensation plans.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options (a)	Weighted-Average Exercise Price of Outstanding Options ($) (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders	7,050,000	0.26	13,930,249
Equity compensation plans not approved by security holders	N/A	N/A	N/A

The equity compensation plan referred to in the foregoing table is the Stock Option Plan.

SECTION IV - OTHER INFORMATION

AUDIT COMMITTEE

Charter of the Audit Committee

The Charter of the Audit Committee is appended to this Circular as Schedule A.

Composition of the Audit Committee

The members of the Audit Committee of the Corporation are Robert C. Bryce, Victor Cantore, Scott Jobin-Bevans, and Jonathan Gagné. Each Audit Committee member is financially literate and, with the exception of Victor Cantore, none of them are executive officers, employees, or control persons of the Corporation. As a result, the composition of the Audit Committee is compliant with the requirements applicable to venture issuers under Regulation 52-110 respecting Audit Committees (Québec) (“ Regulation 52-110 ”).

Relevant Education and Experience

The education and related experience of each of the members of the Audit Committee that is relevant to their responsibilities as members of the Audit Committee is set out below.

Mr. Robert C. Bryce is a director and Chairman of the Audit Committee and was previously its long-time President and Chief Executive Officer. He has a Master’s Degree in Business Administration. He has gained financial literacy through his many years of experience serving as a director of other reporting issuers, including as a member of several audit committees.

Mr. Victor Cantore is a director of the Corporation and the owner and operator of Bay Capital Markets Inc., a company founded by Mr. Cantore in 2011, which provides corporate development, financial communications, investor relations, and management advisory services to both private and public mining, energy, alternative energy, and technology companies. Mr. Cantore began his investment career in 1992 as an advisor for Tasse & Associates. In 1993, he moved to RBC Dominion Securities, one of the largest brokerage firms in Canada. Since 1999, Mr. Cantore has worked with both public and private companies organizing and structuring financings mainly in the

• 13 -

resources and high tech sector. Mr. Cantore has held directorships on the board of directors of various companies, both private and public.

Dr. Scott Jobin-Bevans is a director and has close to 30 years’ experience in the geosciences, including mineral exploration, management and administration, lecturing, research, administrative reporting, technical report writing (proposals, research articles), presentations (wide range of audiences), project finance, and more recently mineral processing. With more than 19 years of direct experience with public and private companies as an officer, director and technical advisor, he has been involved with taking numerous private companies public. Dr. Jobin-Bevans has a Ph.D. (Geology) from the University of Western Ontario and is a registered geoscientist with the Association of Professional Geoscientists of Ontario (APGO), an External Adjunct Professor in the Department of Geology (Lakehead University, Ontario, Canada) and a certified Project Management Professional (PMP).

Jonathan Gagné, P.Eng., MBA, has a B.Sc. in mining engineering from the École Polytechnique de Montréal and an MBA with specialization in corporate finance from Université du Québec à Montréal. Mr. Gagné has more than 12 years of experience in the mining field in providing technical expertise and management services. He participated in the construction and commissioning of the Meadowbank gold project located in Nunavut, was responsible for the mine engineering department for the consulting company SGS Geostat, and was the engineer in charge to support the in-pit operations for Glencore Zinc. He is a mining consultant for Greenstone Gold Mines and acted as general manager of Sayona Québec, a company seeking to develop the Authier lithium project located Northwest of Val d’Or, Québec.

Each Audit Committee member has had extensive experience reviewing financial statements. Each member has an understanding of the Corporation’s business and has an appreciation for the relevant accounting principles for that business.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services, as described in the Charter of the Audit Committee, attached hereto as Schedule A.

Reliance on Certain Exemptions

The Corporation is relying on the exemption set out in section 6.1 of Regulation 52-110 with respect to the requirements of Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ) of Regulation 52-110.

External Auditor Service Fees

The aggregate fees billed by the Corporation’s external auditors in each of the last two financial years for audit fees are as follows:

Financial year Ended	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
August 31, 2021	$28,000	nil	$6,000	nil
August 31, 2020	$27,000	nil	$6,000	$560

“Audit Fees” include all professional fees paid to Raymond Chabot Grant Thornton S.E.N.C.R.L. for auditing the Corporation’s annual financial statements and performing other audit involving legal deposits.

“Audit-Related Fees” include all professional fees paid for providing auditing-related services, notably consulting fees pertaining to standards for disclosing accounting and financial information.

“Tax Fees” include all professional fees paid for ensuring compliance with taxation regulations, for providing taxation counsel, consultation and financial planning services in preparation for filing the income tax returns of the Corporation, and preparing capital statements.

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“All Other Fees” include all professional fees paid for all the services other than those falling into the categories of Audit Fees, Audit-Related Fess and Tax Fees.

CORPORATE GOVERNANCE DISCLOSURE

The following text summarises the corporate governance practices established by the Corporation in accordance with applicable laws and the policies of the securities authorities and the TSXV, including the disclosure requirements of Regulation 58-101 respecting Disclosure of Corporate Governance Practices (Québec).

Board of Directors

The Board is comprised of five (5) directors, three (3) of which must be independent directors, meaning directors independent of management and having no material relationship with the Corporation, including business relations, as more fully defined in Regulation 52-110. The members of the Board are Yves Rougerie, Victor Cantore, Robert C. Bryce, Scott Jobin-Bevans, and Jonathan Gagné. Victor Cantore and Yves Rougerie are executive officers of the Corporation and are therefore not independent directors. The independent members of the Board are Robert C. Bryce, Scott Jobin-Bevans, and Jonathan Gagné.

The Board is in charge of supervising the Corporation’s activities and the management team which has to account to the Board for the day to day operations of the Corporation.

Within the scope of its general managing duties, the Board carries out the following specific responsibilities:

• Strategic Planning Process : considering the size of the Corporation, the Board develops a strategic action plan, with the help of the management;

• Management Risk : because the Board is directly supervising most of the business aspects of the Corporation, the elaboration of systems and the creation of committees in order to ensure efficient follow-up and management of the main risks associated with all business aspects of the Corporation are superfluous at this moment;

• Appointment, Training and Evaluation of Executive Officers : no elaborate system for selection, training and evaluation of the executive officers has been established at this moment as it would be too expensive considering the size of the Corporation and its current development stage; however, the Board closely supervises the performance of its executive officers and evaluates it in consideration of the overall strategic action plan by means of reports produced by the executive officers and periodic meetings with them; and

• Communication Policy : the Board undertakes to efficiently communicate with the shareholders of the Corporation, other stakeholders and the general public through statutory filings and press releases; the shareholders also get the opportunity to express comments and make suggestions at the annual meetings of shareholders, and the Board accounts for it in its decisions when they are suitable and relevant.

Diversity Disclosure

The Corporation’s senior management and the members of its Board have diverse backgrounds and expertise and were selected on the belief that the Corporation and its stakeholders would benefit from such a broad range of talent and experiences. The Board considers merit as the key requirement for board and executive appointments, and as such, it has not adopted any target number or percentage, or a range of target numbers or percentages, respecting the representation of women, Indigenous peoples (First Nations, Inuit, and Métis), persons with disabilities, or members of visible minorities (collectively, “ members of designated groups ”) on the Board or in senior management roles.

The Corporation has not adopted a written diversity policy and seeks to attract and maintain diversity at the executive and board of directors levels informally through the recruitment efforts of management in discussion with

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directors prior to proposing nominees to the Board as a whole for consideration. The Corporation currently has one woman serving in a senior management role (Nancy Lacoursière, CFO), representing 33% of the Corporation’s members of senior management and no members of designated groups holding positions on the Board.

Director Term Limits

The Corporation does not have a policy that limits the term of the directors on its Board and has not provided other mechanisms of board renewal. At this time, the Board does not believe that it is in the best interest of the Corporation to establish term limits on a director’s mandate or a mandatory retirement age. The Board is of the opinion that term limits may disadvantage the Corporation through the loss of beneficial contributions of directors who have developed increasing knowledge of the Corporation, its operations, and the industry over a period of time.

Directorships

The following table sets forth the current directors of the Corporation (each of whom are standing for election or reelection as directors), in each case who currently serve as directors of other reporting issuers:

Name	Other Reporting Issuers
Victor Cantore Director	Amex Exploration Inc. Royal Fox Gold Inc. Generic Gold Corporation Vanstar Mining Resources Inc. Freeman Gold Corp. Hanna Capital Corp. Goldshore Resources Inc. Fairchild Gold Corp.
Yves Rougerie Director	Canadian Metals Inc.
Robert C. Bryce Director	Q-Gold Resources Ltd.
Dr. Scott Jobin-Bevans Director	International Prospect Ventures Ltd. Northern Shield Resources Inc. Stroud Resources Ltd. White Metal Resources Corp. Nubian Resources Ltd. Sienna Resources Inc.
Jonathan Gagné Director	Vanstar Mining Resources Inc. Blue Moon Zinc Corp. Infinite Ore Corp.

Orientation and Continuing Education

The Corporation does not provide an official orientation or training program for its new directors for the time being. However, the new directors have the opportunity to become familiar with the Corporation by meeting with the other members of the Board and the officers of the Corporation. In addition, the new directors are invited to meet with the Corporation’s legal counsel in order to gain a greater understanding of their duties and responsibilities.

Ethical Business Conduct

The Board views good corporate governance as an integral component of the success of the Corporation and essential in order to meet its obligations towards shareholders. The Board monitors the ethical conduct of the Corporation and management and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Corporation abides by all legal, accounting and technical reporting standards through the use of professionally qualified and experienced consultants and professional staff.

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Nomination of Directors

The Board has considered the possibility of putting a nominating committee in place. However, given the size and the stability of the Board during the last years, it was decided that the Board would assume this role for the time being.

Compensation

The Corporation has established a Compensation Committee. The committee is currently comprised of Yves Rougerie, Victor Cantore, Robert C. Bryce, Scott Jobin-Bevans, and Jonathan Gagné. The compensation of the NEOs, the directors, and the consultants of the Corporation is reviewed by the Compensation Committee, which makes recommendations to the Board. The compensation of the Executive Chairman, the Chief Executive Officer, and the Interim Chief Financial Officer of the Corporation is determined on the basis of the responsibilities and risks associated with these positions and on the basis of reviews of executive compensation data from public companies with a comparable market capitalization that operate in similar industry sectors and in regions with similar economic conditions as those in which the Corporation operates. Currently, the independent directors do not receive any compensation.

Other Board Committees

The Board has considered the possibility of setting up different committees, such as a candidate application committee, a governance committee and a human resources committee. However, given its current size, it was decided that this decision would be periodically evaluated by the Board in regards to the Corporation’s evolution. The Board has, however, appointed an Audit Committee in accordance with applicable securities law and the policies of the TSX Venture Exchange.

Assessments

Although no formal assessment process has been put in place, the Board undertakes a periodical review and evaluation of the efficiency and the performance of the Board, its Audit Committee and its individual directors, to which the Officers of the Corporation participate.

The practices in the matter of the abovementioned corporate governance, as they are currently written, are subject to modifications during the evolution of the Corporation. Consequently, the Board keeps in mind the questions surrounding the corporate governance and tries to constantly assess and, if necessary, create measures, control mechanisms and the necessary structures to ensure the efficient execution of its responsibilities, without causing additional general fees and without reducing the performance of shareholders assets. The Board always has the objective of ensuring the long-term viability and profitability of the Corporation, as well as the well-being of its employees and of the communities where its operations take place.

ADDITIONAL DOCUMENTATION

The Corporation is a reporting issuer in Québec, Ontario, Alberta and British Columbia, and consequently, has the obligation to file certain financial statements and additional documents with the securities regulatory authorities of such jurisdictions and to file an electronic copy of same with the SEDAR electronic filing system. Financial information regarding the Corporation is provided in the Corporation’s audited financial statements and MD&A for the most recently completed financial year, a copy of which is available upon request addressed to the Secretary of the Corporation. The Corporation may request the payment of reasonable fees if the requesting party is not a security holder of the Corporation. These documents and additional information regarding the Corporation are also available under the Corporation’s profile on SEDAR at www.sedar.com.

SHAREHOLDER PROPOSALS

The Canada Business Corporations Act (the “ CBCA ”) provides that a registered holder or beneficial owner of Common Shares that is entitled to vote at an annual meeting of the Corporation may submit to the Corporation notice of any matter that the person proposes to raise at the meeting (a “ Proposal ”) and discuss at the meeting any

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matter in respect of which the person would have been entitled to submit a Proposal. The Corporation must set out the Proposal in its management information circular along with, if so requested by the person who makes the Proposal, a statement in support of the Proposal by such person. The Corporation, however, will not be required to set out the Proposal in its management information circular or include a supporting statement if, among other things, the Proposal is not submitted to the Corporation at least 90 days before the anniversary date of the notice of meeting accompanying this Circular.

The foregoing is a summary only. Shareholders should carefully review the provisions of the CBCA relating to Proposals and consult with a legal advisor.

AUTHORIZATION OF THE BOARD OF DIRECTORS

The contents and the mailing of this Circular have been approved by the board of directors of the Corporation.

Dated at Val-d’Or, Québec, this 28[th] day of January, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(s) Yves Rougerie

President and Chief Executive Officer

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SCHEDULE A

VISION LITHIUM INC. AUDIT COMMITTEE CHARTER

1. MANDATE AND OBJECTIVES

The mandate of the audit committee of the Corporation (the “ Committee ”) is to assist the Board (the “ Board ”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation’s systems of internal controls regarding finance and accounting and the Corporation’s auditing, accounting and financial reporting processes. The objectives of the Committee are to (i) serve as an independent and objective party to monitor the Corporation’s financial reporting and internal control system and review the Corporation’s financial statements; (ii) ensure the independence of the Corporation’s external auditors; and (iii) provide better communication among the Corporation’s auditors, the management and the Board.

2.

COMPOSITION

The Committee shall be comprised of at least three (3) directors as determined by the Board, the majority of whom shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of their independent judgment as members of the Committee.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation’s financial statements.

The members of the Committee shall be elected by the Board at its first meeting following each annual shareholder’s meeting. Unless a Chairman is elected by the Board, the members of the Committee may designate a Chairman by a majority vote of all the Committee members.

3.

MEETING AND PROCEDURES

• 3.1

The Committee shall meet at least four (4) times annually or more frequently if required.

• 3.2 At all meetings of the Committee, every question shall be decided by a majority of the votes cast. In the case of an equality of votes, the Chairman shall not be entitled to a second vote.

• 3.3 A quorum for meetings of the Committee shall be a majority of its members and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing meetings of the Board.

4. DUTIES AND RESPONSIBILITIES

The following are the general duties and responsibilities of the Committee:

4.1

Financial Statements and Disclosure Matters

• (a) review the Corporation’s financial statements, MD&A and any press releases regarding annual and interim earnings, before the Corporation publicly discloses such information, and any reports or other financial information which are submitted to any governmental body or to the public;

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4.2 External Auditors

• (a) recommend to the Board the selection and, where applicable, the replacement of the external auditors to be nominated annually as well the compensation of such external auditors;

• (b) oversee the work and annually review the performance and independence of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Corporation;

• (c) on a annual basis, review and discuss with the external auditors, all significant relationships they may have with the Corporation that may impact their objectivity and independence;

• (d) consult with the external auditors about the quality of the Corporation’s accounting principles, internal controls and the completeness and accuracy of the Corporation’s financial statements;

• (e) review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation;

• (f) review the audit plan for the year-end financial statements and intended template for such statements;

• (g) review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, as well as any non-audit services provided by the external auditors to the Corporation or its subsidiary entities. The pre-approval requirement is satisfied with respect to the provision of non-audit services if:

• (i) the aggregate amount of all such non-audit services provided to the Corporation constitutes no more than 5% of the total amount of fees paid by the Corporation and its subsidiary entities to its external auditors during the financial year in which the non-audit services are provided;

• (ii) such services were not recognized by the Corporation or its subsidiary entities as nonaudited services at the time of the engagement; and

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

The Committee may delegate to one or more independent members of the Committee the aforementioned authority to pre-approve non-audited services, provided the pre-approval of the non-audit services is presented to the Committee at its first scheduled meeting following such approval.

4.2 Financial Reporting Processes

• (a) in consultation with the external auditors, review with management the integrity of the Corporation’s financial reporting process, both internal and external;

• (b) consider the external auditor’s judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting;

• (c) consider and approve, if appropriate, changes to the Corporation’s auditing and accounting principles and practices as suggested by the external auditors and management;

A-2

• (d) review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements;

• (e) review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented;

• (f) establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters and the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters.

A-3