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This Management Information Circular and the Accompanying Materials Require Your Immediate Attention

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This Management Information Circular and the Accompanying Materials Require Your Immediate Attention This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult a professional advisor. If you have any questions or require more information with respect to the procedures for voting, please contact us at [email protected]. ARRANGEMENT INVOLVING PLATEAU ENERGY METALS INC. and AMERICAN LITHIUM CORP. NOTICE AND MANAGEMENT INFORMATION CIRCULAR FOR THE SPECIAL MEETING OF SECURITYHOLDERS OF PLATEAU ENERGY METALS INC. TO BE HELD ON MAY 3, 2021 The Board of Directors unanimously recommends that Securityholders vote FOR the Arrangement Resolution TAKE ACTION AND VOTE TODAY March 31, 2021 Letter to Securityholders March 31, 2021 Dear Securityholders: The Board of Directors (the “Board”) of Plateau Energy Metals Inc. (the “Company” or “Plateau”) invites you to attend the special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares of the Company (the “Plateau Shares”) and the holders of stock options of the Company (the “Optionholders”, and collectively with the Shareholders, the “Securityholders”) to be held virtually on May 3, 2021 at 10:00 a.m. (Toronto time) at https://6ix.com/event/plateau-energy-metals-special- shareholder-meeting/. At the Meeting, Securityholders will be asked to consider and, if deemed acceptable, pass a special resolution (the “Arrangement Resolution”) approving an arrangement (the “Arrangement”) with American Lithium Corp. (the “Purchaser” or “American Lithium”) pursuant to a statutory plan of arrangement (the “Plan of Arrangement”) under section 182 of the Business Corporations Act (Ontario) (“OBCA”) whereby American Lithium will, among other things, acquire all of the issued and outstanding Plateau Shares for consideration (the “Consideration”) consisting of 0.29 of a share in the capital of American Lithium (each whole share, an “American Lithium Share”) and 0.145 of a common share purchase warrant of American Lithium (each whole warrant, an “American Lithium Consideration Warrant”) for each Plateau Share. Each whole American Lithium Consideration Warrant will entitle the holder to acquire one additional American Lithium Share at an exercise price of C$3.00 for a period of 36 months from the date that the Arrangement becomes effective (the “Effective Date”). As a result of the Plan of Arrangement, Plateau will become a wholly-owned subsidiary of American Lithium. Each outstanding stock option of the Company (the “Plateau Options”) will, pursuant to the Plan of Arrangement, be exchanged for an option to acquire from American Lithium the number of American Lithium Shares equal to the product of: (A) the number of Plateau Shares subject to such Plateau Option immediately prior to the Effective Date, multiplied by (B) 0.29 of an American Lithium Share for each Plateau Share. Each outstanding common share purchase warrant of the Company (the “Plateau Warrants”) will, upon the exercise thereof on or after 12:01 a.m. (Toronto Time) (the “Effective Time”), in accordance with its terms, and each holder will receive, in lieu of each Plateau Share to which such holder was entitled upon such exercise, the Consideration; provided that if the Plateau Warrant is exercised following the date that is 36 months from the Effective Date, the Consideration will not include the American Lithium Consideration Warrant. Each outstanding restricted share unit of the Company (the “Plateau RSUs”) and each outstanding deferred share unit of the Company (the “Plateau DSUs”) will fully vest immediately prior to the Effective Time on the Effective Date, and each Plateau RSU and each Plateau DSU will be exchanged for one Plateau Share, respectively. The former holders of such Plateau RSUs and Plateau DSUs, as the case may be, will, following such exchange, participate in the Arrangement as Shareholders. Full details of the Arrangement are set out in the accompanying Notice of Special Meeting of Securityholders and Management Information Circular of the Company (the “Circular”). The Circular describes the Arrangement and includes certain additional information to assist you in considering how to vote on the proposed Arrangement Resolution, including certain risk factors relating to the completion of the Arrangement. You should carefully review and consider all of the information in the Circular. If you require assistance, consult your financial, legal, tax or other professional advisor. The Arrangement is subject to customary closing conditions for a transaction of this nature, including approval by the Securityholders, stock exchange, Court approval and applicable government approvals by the relevant authorities. The Arrangement will not proceed if such approvals are not obtained. In order to become effective, the Arrangement Resolution must be approved by at least (i) 66 2/3% of the votes cast by holders of Plateau Shares present in person or represented by proxy at the Meeting; (ii) 66 2/3% of the votes cast by Securityholders, voting together as a single class, present in person or represented by proxy at the Meeting; and (iii) a majority of the votes cast by Shareholders other than votes attached to Plateau Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Board, based on its considerations and investigations, including a thorough review of the Arrangement, the arrangement agreement dated February 9, 2021, between the Company and the Purchaser (the “Arrangement Agreement”), the fairness opinion of Haywood Securities Inc. (“Haywood”) (which such opinion is to the effect that, as of the date of the Arrangement Agreement, the Consideration to be received by the Shareholders is fair, from a financial point of view, to the Shareholders) and other relevant matters, and taking into account the best interests of the Company, and after consultation with management and its financial and legal advisors, has unanimously determined that the Arrangement is fair to the Shareholders, that the Arrangement, and the entering into of the Arrangement Agreement, are in the best interests of the Company, and has unanimously approved the Arrangement and recommends that the Securityholders vote FOR the Arrangement. In making their recommendations, the Board considered a number of factors as described in the Circular under the heading “The Arrangement – Reasons for the Arrangement”. Each of the directors and senior officers of the Company, as well as certain significant Shareholders, have entered into a voting and support agreement with the Purchaser pursuant to which they have agreed to vote, or cause to be voted, all of the securities of the Company held or controlled by them in favour of the Arrangement Resolution. Shareholders holding approximately 14.84% of the outstanding shares of the Company and 67.15% of the outstanding options of the Company have entered into voting and support agreements with the Purchaser. If the Securityholders approve the Arrangement, it is currently anticipated that the Arrangement will be completed on or about May 11, 2021, subject to obtaining Court approval and certain regulatory approvals, as well as the satisfaction or waiver of other conditions contained in the Arrangement Agreement. YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF PLATEAU SHARES AND PLATEAU OPTIONS YOU OWN. The close of business (Toronto Time) on March 26, 2021 is the record date (“Record Date”) for the determination of Securityholders that will be entitled to receive notice of and vote at the Meeting, and any adjournment or postponement of the Meeting. Non-registered Securityholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting. Registered Securityholders are requested to read the enclosed Circular and are requested to date and sign the enclosed proxy form promptly, as applicable, and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated in the proxy form. Registered Securityholders - ii - may vote by mail or on the internet. Pursuant to the interim order of the Ontario Superior Court of Justice (Commercial List) dated March 31, 2021 (the “Interim Order”), proxies, to be used at the Meeting, must be received by TSX Trust Company by no later than 10:00 a.m. (Toronto time) on April 29, 2021 or, if the Meeting is adjourned, by 10:00 a.m. (Toronto Time), on the second last business day prior to the date on which the Meeting is reconvened. To vote online at www.voteproxyonline.com, you will need the control number contained in the accompanying form of proxy. Alternatively, a proxy can be submitted to TSX Trust Company either by mail or courier, to 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1. If a registered Securityholder receives more than one proxy form because such Securityholder owns securities of the Company registered in different names or addresses, each proxy form needs to be completed and returned or voted online. If your Plateau Shares are not registered in your name but are held through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, please complete and return the request for voting instructions in accordance with the instructions provided to you by your broker or such other intermediary. In such instance, the Shareholder will receive the Consideration through the intermediary. Out of an abundance of caution and to continue to deal with the unprecedented health impact of coronavirus disease (“COVID-19”) and mitigate risks to the health and safety or our communities, Securityholders, employees and other stakeholders, we will hold our Meeting in a virtual only format, which will be conducted via live audio webcast. Securityholders will have an equal opportunity to participate at the Meeting virtually regardless of their geographic location. We strongly urge you to vote by proxy in advance of the Meeting and to listen to the Meeting online.
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