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. Registered shareholders or proxyholders representing registered shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum. The Meeting will be held in a virtual only format, which will be conducted via a live audio webcast at https://6ix.com/event/plateau-energy-metals- special-shareholder-meeting/.

Registered Securityholders of record and proxyholders representing Registered Securityholders participating in the Meeting will be able to access the Meeting through a live audio webcast, which requires internet connectivity, and they may not be able to vote in person at the Meeting without a video stream, as the Company’s scrutineer must take steps to verify the identity of Registered Securityholders or proxyholders representing Registered Securityholders using the video features.

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.

If you are a Registered Shareholder, please complete the accompanying letter of transmittal for Registered Shareholders (the “Letter of Transmittal”) in accordance with the instructions included therein, sign, date and return it to the depositary, AST Trust Company (the “Depositary”), in the envelope provided, together with the certificates, the direct registration system advices (“DRS Advices”) or documents representing your Plateau Shares and any other required documents. If you are sending certificates, it is recommended you send them by registered mail. The Letter of Transmittal contains complete instructions on how to exchange your Plateau Shares for the Consideration. You will not receive your Consideration until after the Arrangement is completed and you have returned your properly completed documents, including each applicable Letter of Transmittal, and the certificate(s), DRS Advice(s) or documents representing your Plateau Shares to the Depositary.

If you have any questions or need additional information, you should consult your financial, legal, tax or other professional advisor.

- iii - On behalf of the Company, I thank all Securityholders for their continued support and we look forward to receiving your endorsement for this transaction at the Meeting.

Sincerely,

“Alan Ferry”

Alan Ferry Chairman of the Board

- iv - NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (“Plateau Shares”) and holders of stock options (“Plateau Options”) (collectively, the “Securityholders”) of Plateau Energy Metals Inc. (the “Company” or “Plateau”) will be held virtually at https://6ix.com/event/plateau-energy-metals-special-shareholder-meeting/ on May 3, 2021 at 10:00 a.m. (Toronto Time), for the following purposes:

1. in accordance with the interim order of the Ontario Superior Court of Justice (Commercial List) dated March 31, 2021 (the “Interim Order”), for Securityholders to consider and, if deemed acceptable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement (the “Plan of Arrangement”) under section 182 of the Business Corporations Act (Ontario) (“OBCA”) whereby American Lithium Corp. (the “Purchaser” or “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 common share of American Lithium (each whole common share of American Lithium, an “American Lithium Share”) and 0.145 of a common share purchase warrant of American Lithium (each whole common share purchase warrant, an “American Lithium Consideration Warrant”) for each Plateau Share, all as more fully set forth in the Circular (as defined below). 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 option immediately prior to the Effective Date, multiplied by (B) the 0.29 of an American Lithium Share for each Plateau Share, all as more fully set forth in the Circular; and

2. to transact such further or other business as may properly come before the Meeting and any adjournments or postponements thereof.

The board of directors of the Company unanimously recommends that the Securityholders vote FOR the Arrangement Resolution.

Pursuant to the Interim Order, the record date is March 26, 2021 (the “Record Date”) for determining Securityholders who are entitled to receive notice of and to vote at the Meeting. Only registered Securityholders as of March 26, 2021 are entitled to receive notice of the Meeting (“Notice of Meeting”) and to vote at the Meeting. This Notice of Meeting is accompanied by the management information circular (“Circular”), an applicable form of proxy and a letter of transmittal for Shareholders.

Each Plateau Share and Plateau Option entitled to be voted at the Meeting will entitle the holder to one vote at the Meeting. 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.

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 may vote by mail or on the internet. Pursuant to 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. Failure to do so may result in such securities not being voted at the Meeting. In such instance, the Shareholder will receive the Consideration through the intermediary.

If you are a registered Shareholder (“Registered Shareholder”), please complete the accompanying letter of transmittal for registered Shareholders (the “Letter of Transmittal”) in accordance with the instructions included therein, sign, date and return it to the depositary, AST Trust Company, in the envelope provided, together with the certificates, the direct registration system advices (“DRS Advices”) or documents representing your Plateau Shares and any other required documents. If you are sending certificates, it is recommended that you send them by registered mail. The Letter of Transmittal contains complete instructions on how to exchange your Plateau Shares for the Consideration. You will not receive your Consideration until after the Arrangement is completed and you have returned your properly completed documents, including each applicable Letter of Transmittal, and the certificate(s), DRS Advice(s) or documents representing your Plateau Shares to the Depositary.

Pursuant to the Interim Order, registered Shareholders of the Company have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Plateau Shares in accordance with the provisions of Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. A registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must send to the Company a written objection to the Arrangement Resolution, which written objection must be sent no later to the Company c/o Blake, Cassels & Graydon LLP, 4000 - 199 Bay St, Toronto, Ontario, M5L 1A9, Attention: Ryan Morris, by no later than 5:00 p.m. (Toronto time) on April 29, 2021 (or by 5:00 p.m. on the second business day immediately preceding the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the dissent procedures set forth in Section 185 of the OBCA, as modified by the Interim Order (the “Dissent Procedures”) and the Plan of Arrangement, and described in the Circular. The registered Shareholders’ right to dissent is more particularly described in the Circular, and copies of the Plan of Arrangement, the Interim Order and the text of Section 185 of the OBCA are set forth in Appendix B, Appendix C and

- ii - Appendix J, respectively, of the Circular. Anyone who is a beneficial owner of Plateau Shares and who wishes to exercise a right of dissent should be aware that only Registered Shareholders are entitled to exercise a right of dissent. Accordingly, a beneficial (non-registered) Shareholder who desires to exercise a right of dissent must make arrangements for the Plateau Shares beneficially owned by such holder to be registered in the name of such holder prior to the Record Date or, alternatively, make arrangements for the registered Shareholder of such Plateau Shares to exercise the right of dissent on behalf of such Shareholder. A Shareholder wishing to exercise a right of dissent may only exercise such rights with respect to all Plateau Shares registered in the name of such Shareholder. It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Failure to strictly comply with the requirements set forth in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.

The Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting. Any adjourned or postponed meeting resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by the Company before the Meeting or by the Chair at the Meeting.

Dated at Toronto, Ontario as of the March 31, 2021.

BY ORDER OF THE BOARD

“Alan Ferry”

Alan Ferry Chairman of the Board

- iii - FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING

Following are some questions that you, as a Securityholder, may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular. You are urged to read this Circular in its entirety before making a decision related to your Plateau Shares and Plateau Options. All capitalized terms used herein have the meanings ascribed to them in the “Glossary of Terms” of the Circular.

Q: What am I voting on?

A: You are being asked to consider and, if deemed acceptable, to vote FOR the Arrangement Resolution, which provides for, among other things, American Lithium acquiring all of the issued and outstanding Plateau Shares. Pursuant to the Arrangement, Shareholders will be entitled to receive 0.29 of an American Lithium Share and 0.145 of an American Lithium Consideration Warrant in exchange for each Plateau Share held.

Q: When and where is the Meeting?

A: The Meeting will take place virtually via live audio webcast at https://6ix.com/event/plateau- energy-metals-special-shareholder-meeting/ on May 3, 2021 at 10:00 a.m. (Toronto time).

Q: Who is soliciting my proxy?

A: Your proxy is being solicited by management of Plateau. This Circular is furnished in connection with that solicitation. The solicitation of proxies for the Meeting will be made primarily by mail, and may be supplemented by telephone.

If you have questions or need assistance completing your form of proxy or voting instruction form, please contact TSX Trust Company by phone at: 1-866-600-5869 (North America) or 416 342-1091 (International) or by email at: [email protected].

Q: Who can attend and vote at the Meeting and what is the quorum for the Meeting?

A: Only holders of Plateau Shares and Plateau Options of record as of the close of business on March 26, 2021, the Record Date for the Meeting, are entitled to receive notice of and to virtually attend, and vote at, the Meeting or any adjournment(s) or postponement(s) of the Meeting.

For all purposes contemplated by this Circular, the quorum for the transaction of business at the Meeting will be two Shareholders present in person or represented by proxy.

Q: How many Plateau Securities are entitled to vote?

A: As of March 26, 2021, there were 116,811,782 Plateau Shares and 7,847,855 Plateau Options outstanding and entitled to vote at the Meeting. You are entitled to one vote for each Plateau Share that you own and one vote for every Plateau Share into which your Plateau Options may be converted. Q: What will I receive in the Arrangement?

A: Shareholders

If the Arrangement is completed, Shareholders are entitled to receive 0.29 of an American Lithium Share and 0.145 of an American Lithium Consideration Warrant for every one (1) outstanding Plateau Share held.

Optionholders

Each outstanding Plateau Option 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 option immediately prior to the closing of the Arrangement, multiplied by (B) the Exchange Ratio, all as more fully set forth in the Circular.

Holders of Plateau Warrants

Each outstanding Plateau Warrant will, upon the exercise thereof on or after 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.

Holders of Plateau RSUs and Plateau DSUs

Each outstanding Plateau RSU and each outstanding Plateau DSU 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.

Q: What vote is required at the Meeting to approve the Arrangement Resolution?

A: In order to become effective, the Arrangement 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 (c) 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.

- ii - Q: What if I return my proxy but do not mark it to show how I wish to vote?

A: If your proxy is signed and dated and returned without specifying your choice or is returned specifying both choices, your Plateau Shares and/or Plateau Options, as applicable, will be voted FOR the Arrangement Resolution in accordance with the recommendation of the Board.

Q: When is the cut-off time for delivery of proxies?

A: Proxies sent by mail or courier must be delivered to TSX Trust Company, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. In this case, assuming no adjournment, the proxy-cut off time is 10:00 a.m. (Toronto time) on April 29, 2021. Online votes submitted via the internet at www.voteproxyonline.com must also be submitted by 10:00 a.m. (Toronto time) on April 29, 2021.

Q: Can I change my vote after I submitted a signed proxy?

A: Yes. If you want to change your vote after you have delivered a proxy, you can do so by submitting a new, later dated, proxy before the proxy-cut off time.

Q: How can I revoke my proxy?

A: If you change your vote by submitting a new proxy before the proxy deadline, such change will revoke any previously filed proxy.

Also, you can revoke your proxy without a new vote by signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the registered office of Plateau at 141 Adelaide Street West, Suite 340, Toronto, Ontario, M5H 3L5, or in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 4:00 p.m. (Toronto time) on the last Business Day before the day of the Meeting, or delivered to the person presiding at the Meeting before it commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares, but to do so you must by attending the Meeting virtually.

Non-registered holders should follow instructions provided to them by their intermediary.

Q: What is the recommendation of the Plateau Board of Directors?

A: After taking into consideration, among other things, the recommendation of the Special Committee and the Fairness Opinion, the directors have unanimously concluded that the Arrangement is in the best interests of the Company and recommends that Securityholders vote FOR the Arrangement Resolution to approve the Arrangement.

Q: Why is the Plateau Board of Directors making this recommendation?

A: Based on its considerations and investigations, including consultation with its financial and legal advisors, reviewing the report of the Special Committee and its own deliberations, the Plateau Board of Directors unanimously determined that the Arrangement is in the best interests of

- iii - Plateau and is fair to the Shareholders. Accordingly, the Board unanimously recommends that the Securityholders vote FOR the Arrangement Resolution. Each director and senior officer of the Company intends to vote all of such director’s and senior officer’s securities FOR the Arrangement Resolution. For further information on the reasons for the recommendation of the Board, please See “The Arrangement — Reasons for the Arrangement” and “The Arrangement — Fairness Opinions” in the Circular.

Q: In addition to the approval of Securityholders, are there any other approvals required for the Arrangement?

A: Yes, the Arrangement requires the approval of the Court and also is subject to certain Key Regulatory Approvals. See “The Arrangement — Court Approval of the Arrangement” and “The Arrangement – Regulatory Approvals” in this Circular.

Q: Do any directors or executive officers of Plateau have any interests in the Arrangement that are different from, or in addition to, those of the Shareholders?

A: In considering the recommendation of the Board to vote in favour of the matters discussed in this Circular, Securityholders should be aware that some of the directors and Senior Officers of Plateau have interests in the Arrangement that are different from, or in addition to, the interests of Securityholders generally. See “The Arrangement – Interests of Certain Persons in the Arrangement” in this Circular.

Q: Will the Plateau Shares continue to be listed on the TSXV after the Arrangement?

A: No. The Plateau Shares will be de-listed from the TSXV when the Arrangement is completed and Plateau will become a direct wholly-owned subsidiary of American Lithium. When the Arrangement is completed, former Shareholders will hold American Lithium Shares, which are listed on the TSXV.

Q: Should I send my Plateau Share certificates now?

A: You are not required to send your certificates representing Plateau Shares to validly cast your vote in respect of the Arrangement Resolution. We encourage Registered Shareholders to complete, sign, date and return the enclosed Letter of Transmittal, together with their Plateau Share certificate(s) (if applicable) by courier or registered mail, at least two Business Days prior to the Meeting which will assist in arranging for the prompt exchange of their Plateau Shares if the Arrangement is completed.

Where Plateau Shares are evidenced only by a DRS Advices, there is no requirement to first obtain a share certificate for those Plateau Shares. Only a properly completed and duly executed Letter of Transmittal, accompanied by the applicable DRS Advices are required to be delivered to the Depositary in order to surrender those Plateau Shares under the Arrangement.

Do not send your Letter of Transmittal and certificate(s)/DRS Advice(s) to Plateau.

Q: When can I expect to receive the consideration for my Plateau Shares?

A: Assuming completion of the Arrangement, if you hold your Plateau Shares through an intermediary, the American Lithium Shares and American Lithium Consideration Warrants

- iv - comprising the Consideration will be delivered to your intermediary through the procedures in place for such purposes between CDS & Co. or similar entities and such intermediaries. If you hold your Plateau Shares through an intermediary, you should contact your intermediary if you have questions regarding this process.

In the case of Registered Shareholders, as soon as practicable after the Effective Date, assuming due delivery of the required documentation, including the Plateau Share certificates (if applicable) and a duly and properly completed Letter of Transmittal, American Lithium will cause the Depositary to deliver certificates or DRS Advices representing the American Lithium Shares and American Lithium Consideration Warrants to which the Registered Shareholder is entitled.

Shareholders who to do not deliver their completed and duly executed Letter of Transmittal and (if applicable) Plateau Share certificates and all other required documents to the Depositary until after the American Lithium Consideration Warrant Expiry Date, will lose their right to receive American Lithium Consideration Warrants.

Shareholders who do not deliver their completed and duly executed Letter of Transmittal and (if applicable) Plateau Share certificates and all other required documents to the Depositary on or before the date which is six years after the Effective Date will lose their right to receive the Consideration.

See “The Arrangement – Procedure for Exchange of Plateau Shares” in this Circular.

Q: How will I know when the Arrangement will be implemented?

A: The Effective Date will occur upon satisfaction or waiver of all of the conditions to the completion of the Arrangement. If the Required Securityholder Approval is obtained at the Meeting, the Effective Date is expected to occur on or about May 11, 2021. On the Effective Date, Plateau and American Lithium will publicly announce that the conditions are satisfied or waived and that the Arrangement has been completed.

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

A: Yes. Securityholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (i) the Arrangement Agreement may be terminated in certain circumstances; (ii) there can be no certainty that all conditions precedent to the Arrangement will be satisfied; (iii) the business, operations, assets, financial performance and condition, operating results and prospects of American Lithium; (iv) the issue of the Consideration under the Arrangement may cause the market price of American Lithium Shares to decline from current or anticipated levels; (v) Plateau and American Lithium may not realize the benefits currently anticipated due to challenges associated with integrating the operations, technologies and personnel of Plateau and American Lithium; (vi) Plateau will incur costs even if the Arrangement is not completed, and also may be required to pay the Termination Fee to American Lithium; (vii) the terms of the Arrangement Agreement in respect of restricting Plateau from soliciting third parties to make an Acquisition Proposal; (viii) the Termination Fee provided under the Arrangement Agreement may discourage other parties from attempting to acquire Plateau; (ix) Shareholders will receive a fixed number of American Lithium Shares and American Lithium Consideration Warrants based on an exchange ratio that was determined before the

- v - date of the Meeting and due to share price movement since then, the price of American Lithium Shares relative to Plateau Shares may have changed from the time when the exchange ratio was agreed; (x) the market price for American Lithium Shares may decline; (xi) directors and officers of Plateau have interests in the Arrangement that may be different from those of Shareholders generally; and (xiv) risks associated with the Interim Financing. See “The Arrangement – Risks Associated with the Arrangement” in this Circular.

Q: What are the Canadian income tax consequences of the Arrangement?

A: For a summary of certain material Canadian income tax consequences of the Arrangement, see “Certain Canadian Federal Income Tax Consideration for Securityholders” in this Circular. Such summary is not intended to be legal or tax advice to any particular Securityholders. Securityholders should consult their own tax and investment advisors with respect to their particular circumstances.

Q: What are the U.S. Federal income tax consequences of the Arrangement?

A: U.S. Holders are urged to consult their own tax advisors with respect to their particular circumstances.

Q: Am I entitled to Dissent Rights?

A: If you are a Registered Shareholder who properly exercises Dissent Rights and the Arrangement Resolution is approved, you will be entitled to be paid the fair value of your Plateau Shares calculated as of the close of business on the day before the Arrangement Resolution was adopted. This amount may be the same as, more than or less than the Consideration per Plateau Share that will be paid under the Arrangement.

If you wish to dissent, you must ensure that a written notice is received by Plateau not later than 5:00 p.m. (Toronto time) two Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time) as described under “Dissenting Shareholders’ Rights”.

It is important that you strictly comply with this requirement, otherwise your Dissent Rights may not be recognized. You must also strictly comply with the other requirements of the Dissent Procedure. Be sure to read the section entitled “Dissenting Shareholders’ Rights” and consult your own legal advisor if you wish to exercise Dissent Rights.

Registered Shareholders who hold Plateau Shares as of the close of business on the Record Date shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 185 of the OBCA, the full text of which is set out on Appendix J to this Circular (except as the procedures of that section are varied by the Interim Order and the Plan of Arrangement). See “The Arrangement – Dissent Rights” in this Circular.

Q: What will happen to the Plateau Shares that I currently own after completion of the Arrangement?

A: Upon completion of the Arrangement, certificates or DRS Advices representing Plateau Shares will represent only the right of the Registered Shareholder to receive consideration of 0.29 of an

- vi - American Lithium Share and 0.145 of an American Lithium Consideration Warrant for each Plateau Share held. Trading in Plateau Shares on the TSXV will cease and Plateau will terminate its status as a reporting issuer under Canadian Securities Laws and will cease to be required to file reports with the applicable Canadian Securities Administrators. The American Lithium Shares are expected to continue to be listed on the TSXV.

Q: Who to Call with Questions

A: If you have any questions about the information contained in this Circular or require assistance in completing your form of proxy please contact TSX Trust Company by phone at: 1-866-600- 5869 (North America) or 416 342-1091 (International) or by email at: [email protected]. For questions about completing your Letter of Transmittal please contact AST Trust Company (Canada) at (416) 682-3860 or 1-800-387-0825 or by email at [email protected]. See “Additional Information” in this Circular.

If you have questions about deciding how to vote on the Arrangement Resolution, you should contact your own legal, tax, financial or other professional advisor.

- vii - TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR ...... 1 Introduction ...... 1 Information Contained in this Circular ...... 1 Information Concerning the Purchaser ...... 1 Information for U.S. Securityholders ...... 2 Cautionary Note Regarding Forward-Looking Statements ...... 3 Reference to Financial Information and Additional Information ...... 5 GLOSSARY OF TERMS ...... 5 SUMMARY ...... 15 INFORMATION CONCERNING THE MEETING ...... 27 Purpose of the Meeting ...... 27 Date, Time and Place of the Meeting ...... 27 Record Date ...... 27 Solicitation of Proxies ...... 27 Appointment of Proxyholders ...... 27 Proxy Instructions ...... 28 Revocability of Proxies ...... 28 Exercise of Discretion ...... 28 Advice to Beneficial (Non-Registered) Shareholders ...... 29 Notice-And-Access ...... 30 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ...... 30 THE ARRANGEMENT...... 31 Background to the Arrangement ...... 31 Recommendation of the Board ...... 33 Reasons for the Arrangement ...... 33 Fairness Opinion ...... 36 Finder’s Fee ...... 37 Voting and Support Agreements ...... 38 Plan of Arrangement ...... 38 Effect of the Arrangement ...... 41 Effective Date of the Arrangement ...... 41 Interim Financing ...... 41 Exchange of Plateau Securities ...... 42 Effects of the Arrangement on Shareholders’ Rights ...... 44 Board & Officers ...... 45 Officers & Employees ...... 45 Interests of Certain Persons in the Arrangement ...... 45 Required Securityholder Approval of the Arrangement ...... 48 Court Approval of the Arrangement ...... 49 Dissenting Shareholders’ Rights ...... 49 MI 61-101 ...... 52 Stock Exchange Delisting and Reporting Issuer Status ...... 54 THE ARRANGEMENT AGREEMENT ...... 55 RISKS ASSOCIATED WITH THE ARRANGEMENT ...... 59 INFORMATION CONCERNING PLATEAU ...... 62 INFORMATION CONCERNING THE PURCHASER ...... 65 The Purchaser ...... 65 INFORMATION CONCERNING THE COMBINED COMPANY ...... 66 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ...... 66 Shareholders Resident in Canada...... 67 Shareholders Not Resident in Canada ...... 73 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ...... 75 AUDITORS ...... 75 RECENT DEVELOPMENTS ...... 75 ADDITIONAL INFORMATION ...... 75 APPROVAL OF THE BOARD OF DIRECTORS ...... 77 APPENDIX A ARRANGEMENT RESOLUTION ...... A-1 APPENDIX B PLAN OF ARRANGEMENT ...... B-1 APPENDIX C INTERIM ORDER ...... C-1 APPENDIX D NOTICE OF APPLICATION FOR APPROVAL OF ARRANGEMENT ...... D-1 APPENDIX E FAIRNESS OPINION ...... E-1 APPENDIX F INFORMATION CONCERNING AMERICAN LITHIUM ...... F-1 APPENDIX G INFORMATION CONCERNING THE COMBINED COMPANY ...... G-1 APPENDIX H PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF THE COMBINED COMPANY ...... H-1 APPENDIX I INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF PLATEAU FOR THE THREE MONTHS ENDED DECEMBER 31, 2020 AND 2019 ...... I-1 APPENDIX J DISSENT PROVISIONS OF THE OBCA ...... J-1 APPENDIX K COMPARISON OF SHAREHOLDER RIGHTS UNDER THE OBCA AND THE BCBCA K- 1

- ii - PLATEAU ENERGY METALS INC.

MANAGEMENT INFORMATION CIRCULAR

Introduction

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by and on behalf of the management of Plateau for use at the Meeting and any adjournment or postponement thereof. No Person has been authorized to give any information or make any representation in connection with the Arrangement or any other matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized and should not be relied upon in making a decision as to how to vote on the Arrangement.

These Meeting materials are being sent to registered holders of Plateau Shares and beneficial owners of Plateau Shares through intermediaries, and to Optionholders.

If you hold Plateau Shares through an Intermediary, you should contact your Intermediary for instructions and assistance in voting and surrendering the Plateau Shares that you beneficially own.

Information Contained in this Circular

The information contained in this Circular is given as at March 31, 2021, except where otherwise noted. This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Circular should not be construed as legal, tax or financial advice and Securityholders are urged to consult their own professional advisors in connection therewith.

Except where otherwise expressly provided, all amounts in this Circular are stated and will be paid in Canadian currency.

THIS CIRCULAR AND THE TRANSACTIONS CONTEMPLATED BY THE ARRANGEMENT AGREEMENT AND THE PLAN OF ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Information Concerning the Purchaser

The information concerning the Purchaser and its affiliates contained in this Circular has been provided by the Purchaser for inclusion in this Circular. Although the Company has no knowledge that any statements contained herein taken from or based on such information provided by the Purchaser are untrue or incomplete, the Company assumes no responsibility for the accuracy of such information, or for any failure by the Purchaser or any of its affiliates or any of their respective representatives to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company. In accordance with the Arrangement Agreement, the Purchaser provided the Company with all necessary information concerning the Purchaser that is required by law to be included in this Circular and ensured that such information does not contain any misrepresentations.

Information for U.S. Securityholders

The Company is a corporation existing under the laws of the Province of Ontario, Canada. The solicitation of proxies and the transactions contemplated in this Circular are not subject to the proxy rules under the U.S. Exchange Act, and therefore this solicitation is not being effected in accordance with U.S. Securities Laws. Accordingly, the solicitation and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate laws and Securities Laws, and this Circular has been prepared in accordance with disclosure requirements applicable in Canada. Securityholders in the United States should be aware that disclosure requirements under Canadian laws are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. Securityholders in the United States should also be aware that other requirements under Canadian laws may differ from those required under United States corporate laws and U.S. Securities Laws. The enforcement by Securityholders of rights, claims and civil liabilities under U.S. Securities Laws may be affected adversely by the fact that the Company is organized under the laws of a jurisdiction other than the United States, that a majority of its officers and directors are residents of countries other than the United States and that all or substantial portions of the assets of the Company and such other Persons are, or will be, located outside the United States. You may not be able to sue a Canadian company or its officers or directors in a Canadian court for violations of U.S. Securities Laws. In addition, the courts of Canada may not enforce judgments of United States courts obtained in actions against such Persons predicated upon civil liabilities under the U.S. Securities Laws and all rules, regulations and orders promulgated thereunder.

The American Lithium Shares and American Lithium Consideration Warrants to be received by Shareholders in exchange for their Plateau Shares pursuant to the Arrangement, have not been registered under the U.S. Securities Act or applicable state securities laws, and are being issued in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, and similar exemptions from registration under applicable state securities laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered. The Court issued the Interim Order on March 31, 2021 and, subject to the approval of the Arrangement by the Shareholders, a hearing of the application for the Final Order is currently scheduled to take place on May 4, 2021 by Zoom videoconference, at 10:00 a.m. (Toronto Time), or as soon thereafter as counsel may be heard. All Shareholders are entitled to appear and be heard at this hearing. The Final Order will be relied upon as a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the American Lithium Shares and American Lithium Consideration Warrants to be received by Shareholders in exchange for their Plateau Shares pursuant to the Arrangement. Prior to the hearing on the Final Order, the Court will be informed that the parties will so

- 2 - rely upon the Final Order.

This Arrangement has not been approved or disapproved by the United States Securities and Exchange Commission or any other securities regulatory authority, nor has any securities regulatory authority passed upon the fairness or the merits of this transaction or upon the accuracy or adequacy of the information contained in this Circular.

Securityholders in the United States should be aware that the financial statements and financial information of the Company are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and are subject to Canadian auditing and auditor independence standards, each of which differ in certain material respects from United States generally accepted accounting principles and auditing and auditor independence standards and thus may not be comparable in all respects to financial statements and information of United States companies.

Cautionary Note Regarding Forward-Looking Statements

This Circular contains forward-looking statements and forward-looking information within the meaning of applicable Securities Laws and which are based on the currently available competitive, financial and economic data and operating plans of management of the Company as of the date hereof unless otherwise stated. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. The use of any of the words “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend”, “indicate”, “scheduled”, “target”, “goal”, “potential”, “subject”, “efforts”, “option” or the negative of such terms and similar expressions are intended to identify forward- looking statements or information. More particularly and without limitation, this Circular contains forward- looking statements and information concerning: the Arrangement and the completion thereof; covenants of Plateau and American Lithium; the timing for the implementation of the Arrangement and the potential benefits of the Arrangement; the likelihood of the Arrangement being completed; principal steps to the Arrangement; the board and management team following completion of the Arrangement and receipt of the necessary securityholder and regulatory approvals; statements made in, and based upon, the Fairness Opinion; statements relating to the Interim Financing, including Plateau’s expected use of proceeds thereof and the timing of the additional advance from American Lithium; statements relating to the business of American Lithium, Plateau and the Combined Company after the date of this Circular and prior to the Effective Time; statements relating to the business of American Lithium, Plateau and the Combined Company after the Effective Time; approval of the Arrangement by the Securityholders and Court approval of the Arrangement; regulatory approval of the Arrangement; market position, and future financial or operating performance of Plateau, American Lithium and the Combined Company; the de-listing of Plateau’s Shares from the TSX-V; listing of the American Lithium Consideration Warrants on the TSX-V; liquidity of American Lithium Shares following the Effective Time; statements based on the audited financial statements, the unaudited interim financial statements and the unaudited pro forma financial statements incorporated by reference herein and attached as Appendix H to this Circular; potential proceedings being commenced by the Ontario Securities Commissions against Plateau and certain of its officers; American Lithium’s ability to raise additional financing and the timing, amount and terms thereof; the expected and anticipated ongoing impact of COVID-19 on the business and operations; anticipated developments in operations; expectations regarding growth; results of operations; business prospects and opportunities; the estimation of mineral resources; the estimation and realization of mineral reserve estimates; the future demand for and prices of commodities; the size and growth of lithium markets; the timing and amount of

- 3 - estimated future production; costs of production and capital expenditures; mine life of mineral projects; the timing and amount of estimated capital expenditure; costs and timing of exploration and development, and capital expenditures related thereto; operating expenditures; success of exploration activities, estimated exploration budgets; permitting timelines; currency fluctuations; requirements for additional capital; government regulation of mining operations; sales expectations; environmental risks; unanticipated reclamation expenses; title disputes or claims; limitations on insurance coverage; the timing and possible outcome of pending litigation in future periods; the timing and possible outcome of regulatory and permitted matters; goals; strategies; future growth; planned exploration activities and planned future acquisitions; the adequacy of financial resources; and other events or conditions that may occur in the future.

In respect of the forward-looking statements and information concerning the anticipated benefits of the Arrangement and the anticipated timing for completion of the Arrangement, the Company has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the Parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, Court, Securityholder and other third party approvals; the listing of the American Lithium Shares to be issued in connection with the Arrangement on the TSXV; no material adverse change in the market price of commodities; no material impact of COVID-19 on the timing or completion of any of the foregoing, the ability of the Parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; and other expectations and assumptions concerning the Arrangement. The anticipated dates provided may change for a number of reasons, including unforeseen delays in preparing materials for the Meeting, the inability to secure the necessary regulatory, Court, Securityholder or other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward- looking statements and information contained in this Circular.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Such risks, uncertainties and factors include, among others: the failure of the Company and the Purchaser to obtain the necessary regulatory, Court, Securityholder and other third-party approvals, including those noted above, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all; failure to obtain the required approvals, or the failure of the Parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all; if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of Arrangement could have an impact on the Company’s current business relationships and could have a material adverse effect on the current and future operations, financial condition and prospects of the Company; the failure of the Company to comply with the terms of the Arrangement Agreement may, in certain circumstances, result in the Company being required to pay the Termination Fee to the Purchaser, the result of which could have a material adverse effect on the Company’s financial position and results of operations and its ability to fund growth prospects and current operations; risks related to the parties’ respective properties; risks related to potential adverse effect of the COVID-19 pandemic; competitive conditions; lack of control over mining conditions; risks related to operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining and mineral exploration industry; delays in obtaining governmental approvals or financing or in

- 4 - the completion of exploration or development activities; the risk that the Arrangement may not close when planned or at all or on the terms and conditions set forth in the Arrangement Agreement; the synergies expected from the Arrangement not being realized; business integration risks; operational risks in development, exploration and production for metals; delays or changes in plans with respect to exploration or development activities; the uncertainty of mineral resource and mineral reserve estimates; uncertainties inherent to feasibility and other economic studies; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws, royalties and environmental regulations and risks.

Securityholders are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the Parties is included in reports filed by the Company with the securities commissions or similar authorities in Canada (which are available under the Company’s SEDAR profile at www.sedar.com).

The forward-looking statements and information contained in this Circular are made as of the date hereof and the Company and American Lithium undertake no obligation to update publicly or revise any forward- looking statements or information, whether as a result of new information, future events or otherwise, unless required by applicable Securities Laws and readers should also carefully consider the matters discussed under the heading “The Arrangement – Risks Associated with the Arrangement” in Appendix G, “Information Concerning the Combined Company - Risk Factors” and the risks described in the annual information form for American Lithium dated February 29, 2020 and the management discussion and analysis for American Lithium for the years ended February 29, 2020 and February 28, 2019 and other documents incorporated by reference herein. All forward-looking statements contained in Appendix F, and Appendix G and elsewhere in this Circular are expressly qualified in their entirety by the cautionary statements set forth above and in any document incorporated by reference herein.

Reference to Financial Information and Additional Information

Financial information provided in the Company’s comparative annual financial statements and Plateau management discussion and analysis for the year ended September 30, 2020 and in the Company’s comparative quarterly financial statements and Plateau management discussion and analysis for the quarter ended December 31, 2020 is available on SEDAR at www.sedar.com. You can obtain additional documents related to the Company without charge on SEDAR at www.sedar.com. You can also obtain documents related to the Company without charge by visiting the Company’s website at www.plateauenergymetals.com.

GLOSSARY OF TERMS

In this Circular, the following capitalized words and terms shall have the following meanings:

“Acquisition Proposal” means, other than the transactions contemplated by the Arrangement Agreement, any offer, proposal, expression of interest, or inquiry whether oral or written, from any person (other than the Purchaser or any of its affiliates) made at any time relating to: (a) any acquisition or sale, direct or indirect, of: (i) the assets of Plateau and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Plateau and its subsidiaries taken as a whole; or (ii) 20% or more of any voting or equity securities of Plateau or any of its

- 5 - subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Plateau and its subsidiaries; or (b) any take-over bid, tender offer or exchange offer for any class of voting or equity securities of Plateau; or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Plateau or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Plateau and its subsidiaries; or (d) a bona fide proposal or offer or public announcement or other public disclosure of a bona fide intention to do any of the foregoing, directly or indirectly; or (e) any modification or proposed modification of the foregoing.

“affiliate” has the meaning set forth in the Securities Act (Ontario).

“American Lithium Consideration Warrants” means common share purchase warrants of the Purchaser to be distributed to Shareholders pursuant to the Arrangement, with each such whole common share purchase warrant of the Purchaser entitling the holder thereof to acquire one American Lithium Share at an exercise price of C$3.00 per American Lithium Share until the American Lithium Consideration Warrant Expiry Date.

“American Lithium Consideration Warrant Expiry Date” means the date that is 36 months following the Effective Date.

“American Lithium Warrants” means common share purchase warrants of American Lithium, other than the American Lithium Consideration Warrants.

“Arrangement” means the arrangement under the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto in accordance with Section 8.3 of the Arrangement Agreement or the Plan of Arrangement or at the direction of the Court in the Final Order.

“Arrangement Agreement” or “Agreement” means the Arrangement Agreement dated February 9, 2021, between the Purchaser and the Company, including the schedules attached thereto and the Company disclosure letter, as amended or varied pursuant to the terms thereof.

“Arrangement Resolution” means the special resolution of the Securityholders approving the Arrangement to be considered at the Meeting, substantially in the form and content of Appendix A hereto.

“Associate” has the meaning ascribed thereto in the Securities Act (Ontario).

“BCBCA” means the Business Corporations Act (British Columbia), as amended.

“Beneficial Shareholder” means a Person who holds Plateau Shares through an Intermediary or who otherwise does not hold Plateau Shares in the Person’s name.

“Blakes” means Blake, Cassels & Graydon LLP.

“Board” means the board of directors of the Company, as constituted from time to time.

- 6 - “Board Recommendation” means the unanimous determination of the Board, after consultation with legal and financial advisors and following the receipt and review of a unanimous recommendation from the Special Committee and the Fairness Opinion, that the Arrangement is fair to the Shareholders and the Arrangement and the entering of the Arrangement Agreement are in the best interests of the Company and that Securityholders vote in favour of the Arrangement Resolution.

“Broadridge” means Broadridge Financial Solutions, Inc.

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario, or Vancouver, British Columbia.

“Change in Recommendation” has the meaning ascribed thereto in Section 8.2.1(c)(i) of the Arrangement Agreement.

“Circular” means this management information circular, including the Notice of Meeting and all appendices hereto and all documents incorporated by reference herein, and all amendments hereof.

“Combined Company” means American Lithium after completion of the Arrangement.

“commercially reasonable efforts” with respect to either Party means the co-operation of such Party and the use by it of its reasonable efforts consistent with reasonable commercial practice of similarly situated persons without payment or incurrence of unreasonable expense or the requirement to engage in litigation.

“Company”, “Target” or “Plateau” means Plateau Energy Metals Inc., a company existing under the OBCA.

“Confidentiality Agreement” means, the confidentiality agreement dated as of December 22, 2020 between the Purchaser and the Company.

“Consideration” means, for each Plateau Share, (i) 0.29 of an American Lithium Share; and (ii) 0.145 of an American Lithium Consideration Warrant.

“Court” means the Ontario Superior Court of Justice (Commercial List).

“COVID-19” means the coronavirus disease 2019 (dubbed as COVID-19), caused by the severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and/or any other virus or disease developing from or arising as a result of SARS-CoV-2 and/or COVID-19.

“CRA” means the Canada Revenue Agency.

“Demand for Payment” has the meaning ascribed thereto in “Plan of Arrangement – Dissenting Shareholders’ Rights”.

“Depositary” means AST Trust Company (Canada).

“Dissent Notice” means the written objection of a Registered Shareholder to the Arrangement Resolution, submitted to the Company in accordance with the Dissent Procedures.

- 7 - “Dissent Procedures” means the dissent procedures, as described in the Interim Order.

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“Dissenting Shareholder” means a registered holder of Plateau Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for their Plateau Shares.

“Dissenting Shares” means the Plateau Shares held by Dissenting Shareholders.

“DRS Advices” means the direct registration system advices held by some Shareholders representing their Plateau Shares.

“DSU Consideration” means, with respect to each Plateau DSU, one Plateau Share for each Plateau DSU.

“Effective Date” means the date that the Arrangement becomes effective.

“Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date.

“Eligible Holder” means a Shareholder who is (a) a resident of Canada for the purposes of the Tax Act and any applicable income tax treaty, holds Plateau Shares as capital property and who is not exempt from tax on income under the Tax Act, or (b) a non-resident of Canada for the purposes of the Tax Act and any applicable income tax treaty, whose Plateau Shares constitute “taxable Canadian property” (as defined by the Tax Act) and who is not exempt from Canadian tax in respect of any gain realized on the disposition of Target Shares by reason of an exemption contained in an applicable income tax treaty, or (c) a partnership if one or more members of the partnership are described in (a) or (b).

“Employment, Consulting and Management Agreements” has the meaning ascribed thereto in “Plan of Arrangement – Employment Agreements and Compensation Bonus”.

“Exchange Ratio” means 0.29 of an American Lithium Share for each Plateau Share.

“Fairness Opinion” means an opinion of Haywood 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.

“Final Hearing” has the meaning ascribed thereto in “Plan of Arrangement – Final Order”.

“Final Order” means the final order of the Court, approving the Arrangement under section 182(5) of the OBCA, as such order may be affirmed, amended, modified, supplemented or varied by the Court at any time prior to the Effective Date or, if appealed, and a stay of the final order is obtained pending appeal, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or amended on appeal.

“Final Proscription Date” has the meaning ascribed to such term in the Plan of Arrangement.

- 8 - “Final Warrant Proscription Date” has the meaning ascribed to such term in the of the Plan of Arrangement.

“Former Shareholder” means the holders of Plateau Shares immediately prior to the Effective Time.

“Governmental Entity” means: (a) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, board or authority of any of the foregoing; (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange, including the TSXV.

“Haywood” means Haywood Securities Inc.

“Intermediary” means, collectively, a broker, investment dealer, bank, trust company, nominee or other intermediary.

“Interim Financing” means the interim financing in the principal amount of C$1,500,000 that American Lithium is providing Plateau, as required, concurrent with the signing of the Arrangement Agreement.

“Interim Order” means the interim order of the Court made pursuant to Section 182(5) of the OBCA dated March 31, 2021 attached hereto as Appendix C to this Circular.

“Key Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities as set out in Schedule C to the Arrangement Agreement.

“Key Third-Party Consents” means those consents, approvals and notices required from any third party to proceed with the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement, as set out in Schedule D to the Arrangement Agreement.

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity or self-regulatory authority (including the TSXV), and the term “applicable” with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities.

“Letter of Transmittal” means the letter of transmittal to be sent to the Shareholders for use in connection with the Arrangement.

- 9 - “Locked-up Shareholders” means each of those Plateau Shareholders described in the disclosure letter executed by Plateau in connection with the execution of the Arrangement Agreement and all of the directors and Senior Officers of the Company

“Material Adverse Effect” has the meaning ascribed to such term in the Arrangement Agreement.

“Meeting” means the special meeting of the Securityholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“Parties” means Plateau and American Lithium and “Party” means any of them.

“NOBO” means “non-objecting beneficial owners” and refers to Beneficial Shareholders who have not objected to their nominee disclosing certain ownership information about themselves to the Company.

“Non-Resident Shareholder” means a Shareholder who at all material times for the purposes of the Tax Act (i) has not been and is not resident or deemed to be resident in Canada for purposes of the Tax Act, and (ii) does not and will not use or hold Plateau Shares in connection with carrying on a business in Canada.

“Non-Resident Dissenting Shareholder” means a Non-Resident Shareholder who exercises its Dissent Rights.

“OBCA” means the Business Corporations Act (Ontario) and the regulations made thereunder, as promulgated or amended from time to time.

“OBO” means “objecting beneficial owners” and refers to those non-registered holders who have objected to their nominee disclosing ownership information about themselves to the Company.

“Offer” refers to the proposal received on January 31, 2021 from American Lithium to acquire all of the Plateau Shares for the Consideration.

“Offer to Pay” has the meaning ascribed thereto in “Plan of Arrangement – Dissenting Shareholders’ Rights”.

“Optionholders” means the holder of Plateau Options.

“ordinary course of business”, “ordinary course of business consistent with past practice”, or any similar reference, means, with respect to an action taken by a person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person; provided that in any event such action is not unreasonable or unusual.

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity, whether or not having legal status.

- 10 - “Plan of Arrangement” means the plan of arrangement in the form of Appendix B and any amendments or variations thereto made in accordance with the provisions of the Arrangement Agreement or the Plan of Arrangement or at the direction of the Court.

“Plateau DSU” means a deferred share unit issued under the Plateau DSU Plan.

“Plateau DSU Plan” means the deferred share unit plan of the Company approved by the Shareholders on March 5, 2020.

“Plateau Omnibus Plan” means the omnibus equity plan of the Company approved by the Shareholders on March 5, 2020 and as further amended from time to time.

“Plateau Options” means the outstanding stock options to purchase Plateau Shares granted under the Plateau Option Plan.

“Plateau Option Plan” means the stock option plan of the Company approved by the Shareholders on March 5, 2020 and as further amended from time to time.

“Plateau RSU” means a restricted share unit issued under the Plateau Omnibus Plan.

“Plateau Shares” means the issued and outstanding common shares of Plateau.

“Plateau Warrants” means the outstanding warrants to purchase Plateau Shares issued on a standalone basis pursuant to the terms of the applicable warrant certificates.

“Purchaser”, “Acquiror” or “American Lithium” means American Lithium Corp., a company existing under the BCBCA.

“Record Date” means the record date for determining the Securityholders entitled to receive notice of and to vote at the Meeting, being the close of business on March 26, 2021 (Toronto Time) pursuant to the Interim Order;

“Registered Shareholder” means a registered holder of Plateau Shares as recorded in the shareholder register of the Company.

“Registered Plans” means a trust governed by a deferred profit sharing plan (as defined in the Tax Act), RRSP, RRIF, RESP, RDSP or TFSA.

“Replacement Option” means an option to purchase an American Lithium Share in exchange for each outstanding Plateau Option at the Effective Time pursuant to section 2.04(g) of the Plan of Arrangement.

“Required Securityholder Approval” means the approval of the Arrangement Resolution by at least: (i) 66 2/3% of the votes cast on such resolution by Shareholders present in person or represented by proxy at the Meeting; (ii) 66 2/3% of the votes cast on such resolution by Securityholders present in person or represented by proxy at the Meeting voting together as a single class; and (iii) a majority of the votes cast by Shareholders other than votes attached to Plateau Shares required to be excluded pursuant to MI 61- 101.

- 11 - “RDSP” means a registered disability savings plan (as defined in the Tax Act).

“RESP” means a registered education savings plan (as defined in the Tax Act).

“RRIF” means a registered retirement income fund (as defined in the Tax Act).

“RRSP” means a registered retirement savings plan (as defined in the Tax Act).

“RSU Consideration” means, with respect to each Plateau RSU, one Plateau Share for each Plateau RSU.

“Securities Authorities” means all applicable securities regulatory authorities, including the applicable securities commission or similar regulatory authorities in each of the provinces and territories of Canada, the TSXV.

“Securities Laws” means the Securities Act, together with all other applicable provincial securities laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time.

“Securityholders” means, collectively, the Shareholders and the Optionholders, and “Securityholder” means any one of them;

“SEDAR” means the System for Electronic Document Analysis and Retrieval maintained on behalf of the Securities Authorities.

“Senior Officer” has the meaning ascribed thereto in MI 61-101.

“Shareholders” means the holders of Plateau Shares.

“Special Committee” means the Special Committee established by the Board in connection with the transactions contemplated by the Arrangement Agreement.

“subsidiary” means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to a subsidiary.

“Superior Proposal” means any bona fide, unsolicited, written Acquisition Proposal made by a third party after the date of the Arrangement Agreement (and not obtained in violation of Section 7.2 of the Arrangement Agreement ) that relates to the acquisition of 100% of the outstanding Plateau Shares (other than Plateau Shares owned by the person making the Superior Proposal) or all or substantially all of the consolidated assets of Plateau and its subsidiaries, which did not result from a violation of this Agreement or a breach of any agreement between the person making such Acquisition Proposal and the Plateau, and:

(a) that the Board has determined, in good faith, after consultation with its financial advisors and outside legal counsel, is reasonably capable of being completed in accordance with its terms

- 12 - without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the person making such Acquisition Proposal;

(b) that is not subject, either by the terms of the Acquisition Proposal or by virtue of any applicable Law or rule or regulation of any stock exchange, to any requirement that the approval of the shareholders of the party making the Acquisition Proposal be obtained;

(c) that, in the case of an Acquisition Proposal to acquire 100% of the outstanding Plateau Shares, is made available to all Shareholders on the same terms and conditions including consideration;

(d) that is not subject to a due diligence condition;

(e) that is not subject to a financing condition and in respect of which adequate arrangements have been made to ensure that the required funds to complete such Acquisition Proposal will be available to the reasonable satisfaction of the Board;

(f) in respect of which the Board determines, in its good faith judgment, after receiving advice of its outside legal and financial advisors, that:

(i) failure to recommend such Acquisition Proposal to the holders of Plateau Shares would be inconsistent with its fiduciary duties under applicable Law; and

(j) having regard to all of its terms and conditions, such Acquisition Proposal, would, if consummated in accordance with its terms (but not assuming away any risk of non- completion), result in a transaction more favourable to the Shareholders (other than the American Lithium and its affiliates) from a financial point of view than the Arrangement, after taking into account any changes to the Arrangement proposed by American Lithium pursuant to Section 7.3 of the Arrangement Agreement.

“Tax Act” means the Income Tax Act (Canada), as amended from time to time.

“Taxes” means: (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments in respect thereof, imposed by any Governmental Entity, including for greater certainty all income or profits taxes (including Canadian federal, provincial and territorial income taxes), payroll and employee withholding taxes, employment taxes, unemployment insurance, disability taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, mining royalties, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers’ compensation, Canada and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which a Party or any of its subsidiaries is required to pay, withhold or collect, together with any interest, penalties, fines or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties, fines and additions whether disputed or not; and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any Tax sharing or Tax allocation agreement, arrangement or

- 13 - understanding, or as a result of being liable for or in respect of another person’s Taxes as a transferee or successor, by contract or otherwise.

“Terminated Employee” has the meaning set forth in Section 2.8 of the Arrangement Agreement.

“Termination Fee” means C$3,250,000 payable by Plateau to American Lithium, on and subject to the terms of the Arrangement Agreement.

“TFSA” means tax-free savings account (as defined in the Tax Act).

“Transfer Agent” means TSX Trust Company.

“TSXV” means the TSX Venture Exchange.

“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as the same has been, and hereafter from time to time, may be amended.

“U.S. Holder” means a person in or a resident of the United States.

“U.S. Securities Act” means the United States Securities Act of 1933 as the same has been, and hereinafter from time to time may be, amended.

“U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended.

“Voting Support Agreements” means the voting and support agreements, dated effective on or before the date of the Arrangement Agreement between the Purchaser and each of the Locked-up Shareholders, which agreements provide that such persons shall, among other things:

(a) vote all Plateau Shares of which they are the registered or beneficial holder or over which they have control or direction, in favour of the Arrangement Resolution; and

(b) not dispose of their Plateau Shares.

“VWAP” means volume weighted average price.

- 14 - SUMMARY

The following information is a summary of the contents of this Circular. This summary is provided for convenience only and the information contained in this summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial data and statements contained elsewhere in this Circular. Capitalized terms in this summary have the meaning set out in the “Glossary of Terms” or as set out herein. The full text of the Arrangement Agreement is available under the Company’s profile on SEDAR (www.sedar.com).

Date, Time and Place of The Meeting will be held virtually on May 3, 2021 at 10:00 a.m. (Toronto Meeting Time) via live audio webcast at https://6ix.com/event/plateau-energy- metals-special-shareholder-meeting/.

The Record Date The Record Date for determining the Securityholders entitled to receive notice of and to vote at the Meeting is as of the close of business (Toronto Time) on March 26, 2021.

Purpose of the Meeting At the Meeting, Securityholders will be asked to consider and, if deemed acceptable, to pass, with or without variation, the Arrangement Resolution. The approval of the Arrangement Resolution will require the Required Securityholder Approval.

The Arrangement The purpose of the Arrangement is to effect the acquisition by the Purchaser of the Company. If the Arrangement Resolution is approved with the Required Securityholder Approval and all other conditions to the closing of the Arrangement are satisfied or waived, the Arrangement will be implemented by way of a court-approved plan of arrangement under the OBCA.

At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at two minute intervals starting at the Effective Time:

(a) each Plateau Share held by a Dissenting Shareholder shall be deemed to have been transferred without any further act or formality to the Company in consideration for a debt claim against the Company for the amount determined under Article 3 of the Plan of Arrangement and:

(i) such Dissenting Shareholder shall cease to be the holder of such Plateau Shares and to have any rights as a Shareholder other than the right to be paid fair value for such Plateau Shares by Plateau in accordance with Article 3 of the Plan of Arrangement;

(ii) such Dissenting Shareholder’s name shall be removed as the holder of such Plateau Shares from the register of

- 15 - Plateau Shares maintained by or on behalf of the Company; and

(iii) such Plateau Shares so transferred shall be cancelled; and

(b) notwithstanding any vesting provisions to which a Plateau RSU might otherwise be subject (whether by contract, the terms and conditions of any award agreement or grant, the terms and conditions of the Plateau Omnibus Plan or applicable Law), each Plateau RSU issued and outstanding immediately prior to the Effective Time shall, without any further act or formality by or on behalf of any holder of a Plateau RSU, be deemed to be fully vested and shall be transferred and disposed by the holder thereof to Plateau and cancelled in exchange for the applicable RSU Consideration, and:

(i) each holder of such Plateau RSU shall cease to be the holder thereof and to have any rights as holder of a Plateau RSU;

(ii) the name of each such holder shall be removed from the register of the Plateau RSU holders maintained by or on behalf of the Plateau;

(iii) each such former holder of such Plateau RSUs shall be deemed to be the holder of the Plateau Shares comprising such RSU Consideration and shall be and shall be entered in the register of the Plateau Shares maintained by or on behalf of the Plateau;

(iv) all agreements, grants and similar instruments relating to such Plateau RSUs will be cancelled; and

(v) the Plateau Omnibus Plan shall be cancelled; and

(c) each holder of Plateau DSUs shall resign from, and shall be deemed to have immediately resigned from, the Board of Directors of Plateau and any of its affiliates; and

(d) notwithstanding any vesting provisions to which a Plateau DSU might otherwise be subject (whether by contract, the terms and conditions of any award agreement or grant, the terms and conditions of the Plateau DSU Plan or applicable Law), each Plateau DSU issued and outstanding immediately prior to the Effective Time shall, without any further act or formality by or on behalf of any holder of a Plateau DSU, be deemed to be fully vested and shall be transferred and disposed by the holder thereof to

- 16 - Plateau and cancelled in exchange for the applicable DSU Consideration, and

(i) each holder of such Plateau DSUs shall cease to be the holder thereof and to have any rights as a holder of a Plateau DSU;

(ii) the name of each such holder shall be removed from the register of the Plateau DSU holders maintained by or on behalf of Plateau;

(iii) each such former holder of such Plateau DSUs shall be deemed to be the holder of the Plateau Shares comprising such DSU Consideration and shall be and shall be entered in the register of the Plateau Shares maintained by or on behalf of Plateau;

(iv) all agreements, grants and similar instruments relating to such Plateau DSUs will be cancelled; and

(v) the Plateau DSU Plan shall be cancelled; and

(e) each Plateau Share held by a Shareholder following the Effective Date (a “Former Shareholder”) (other than a Dissenting Shareholder or the Purchaser or any subsidiary of the Purchaser) shall, without any further action by or on behalf of any Shareholder, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration, and

(i) each holder of such Plateau Shares shall cease to be the holder thereof and to have any rights as a Shareholder other than the right to be paid the Consideration per Plateau Share in accordance with this Plan of Arrangement;

(ii) the name of each such holder shall be removed from the register of the Plateau Shares maintained by or on behalf of Plateau; and

(iii) the Purchaser shall be deemed to be the transferee of such Plateau Shares free and clear of all Liens and shall be entered in the register of the Plateau Shares maintained by or on behalf of Plateau; and

- 17 - consideration payable therefor, the Consideration; (provided that if the Plateau Warrant is exercised following the American Lithium Consideration Warrant Expiry Date, the Consideration will not include the American Lithium Consideration Warrant); and

On completion of the Arrangement, the Company will be a wholly-owned subsidiary of American Lithium.

See “The Arrangement” in this Circular.

Interim Financing Concurrent with the signing of the Arrangement Agreement, American Lithium agreed to provide Plateau with interim financing in the principal amount of C$1,500,000 (the “Interim Financing”) on an as needed basis. The Interim Financing is provided as a secured loan, carrying an annual interest rate of 6.0%. Plateau will use the proceeds of the Interim Financing to fund its budgeted working capital needs. For further details see “The Arrangement – Interim Financing” in this Circular.

Delivery of American Upon surrender to the Depositary of a duly completed and validly executed Lithium Shares and Letter of Transmittal, together with one or more certificates or DRS Advices American Lithium representing the Plateau Shares held, such other documents and Consideration Warrants instruments as would have been required to effect the transfer of the Plateau Shares formerly represented by such certificate or DRS Advice under the OBCA and the by-laws of Plateau and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate or DRS Advice, as applicable, shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, certificates or DRS Advices

- 18 - representing the American Lithium Shares and American Lithium Consideration Warrants that such holder is entitled to receive in accordance with Article 4 of the Plan of Arrangement. After the Effective Time, the Depositary shall cause the Consideration to be delivered to the Former Shareholder as instructed by such holder in the Letter of Transmittal.

Plateau Warrants Upon any exercise of a Plateau Warrant following the Effective Time, the holder thereof will receive instead of a Plateau Share to which the holder was theretofore entitled upon such exercise, the Consideration, being 0.29 of an American Lithium Share and 0.145 of an American Lithium Consideration Warrant (provided that if the Plateau Warrant is exercised following the American Lithium Consideration Warrant expiry date, the Consideration will not include the American Lithium Consideration Warrant).

Replacement Options Each Plateau Option outstanding immediately prior to the Effective Time will be exchanged for a Replacement 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 Time; multiplied by (B) the Exchange Ratio.

Recommendation of the Based on its considerations and investigations, including consultation with Board its financial and legal advisors, reviewing the report of the Special Committee and its own deliberations and the Fairness Opinion, the Plateau Board of Directors unanimously determined that the Arrangement is in the best interests of Plateau and is fair to the Shareholders. Accordingly, the Board unanimously recommends that the Securityholders vote FOR the Arrangement Resolution. Each director and senior officer of the Company intends to vote all of such director’s and senior officer’s securities FOR the Arrangement Resolution.

See “The Arrangement – Background to the Arrangement” in this Circular.

Reasons for the In the course of their evaluation, the Board carefully considered a variety of Arrangement factors with respect to the Arrangement including, among others, the following:

 Premium. The consideration to be received by Shareholders pursuant to the Arrangement represents a premium of 88% on a spot basis and 73% using the trailing 20-day volume weighted average trading price (“VWAP”) in Canada of each company as of market close on February 8, 2021 and valuing the American Lithium Consideration Warrants using the Black-Scholes methodology at a 50% volatility.

 Strengths and Strategic Fit. If the Arrangement is completed, it is expected that Shareholders will benefit from:

- 19 - (i) the consolidation of two significant and strategic undeveloped lithium assets in the Americas;

(ii) both jurisdictional and project risk diversification with the potential for two major production centres; and

(iii) enhanced liquidity and access to capital and marketing expertise.

Shareholders will also be able to continue to participate in the potential upside from any exploration and development success related to the properties of Plateau, as well as the properties of American Lithium. It is expected that Shareholders will hold approximately 21% of American Lithium’s shares on an outstanding undiluted basis upon completion of the Arrangement.

 Process. The Arrangement with American Lithium resulted from discussions that began months ago. During that time, management of Plateau communicated with several other parties regarding potential transactions. The Arrangement is the most attractive of those alternatives.

 Business and Industry Risks. The business, operations, assets, financial condition, operating results and prospects of Plateau are subject to significant uncertainty, including risks associated with title to its properties and risks associated with obtaining required financing on acceptable terms or at all. The Special Committee concluded that the Consideration under the Arrangement is more favourable to Shareholders than continuing with Plateau’s current business plan in light of these risks and uncertainties.

 Fairness Opinion. The Fairness Opinion concludes that, subject to and based on the considerations, assumptions and limitations described therein, the Consideration is fair, from a financial point of view, to the Shareholders. The Special Committee considered the compensation arrangements with Haywood and Haywood’s confirmation that it is independent of Plateau and American Lithium when considering the Fairness Opinion. See “The Arrangement – Fairness Opinion” in this Circular.

 Acceptance by Directors, Officers and Significant Shareholders. Pursuant to voting agreements, the directors and officers of Plateau and certain significant shareholders of Plateau will agree to vote all of their Plateau Shares and Plateau Options in favour of the Arrangement at the Meeting.

 Ability to Respond to Unsolicited Superior Proposals. Subject to the terms of the Arrangement Agreement, the Board will remain able to

- 20 - respond to any unsolicited bona fide written proposal that, having regard to all of its terms and conditions, if consummated in accordance with its terms, could reasonably be expected to lead to a Superior Proposal. The amount of the termination fee payable in certain circumstances, being C$3,250,000, would not, in the view of the Special Committee preclude a third party from potentially making a Superior Proposal.

 Negotiated Transaction. The Arrangement Agreement is the result of a comprehensive negotiation process with respect to the key elements of the Arrangement Agreement and Plan of Arrangement, which includes terms and conditions that are reasonable in the judgment of the Special Committee.

 Fairness of the Conditions. The Arrangement Agreement provides for certain conditions to completion of the Arrangement, which conditions are not unduly onerous or outside market practice and could reasonably be expected to be satisfied in the judgment of the Special Committee.

 Securityholder Approval. The Arrangement must be approved by (i) not less than two-thirds of the votes cast by Shareholders present in person or represented by proxy at a special meeting of Shareholders, (ii) not less than two-thirds of the votes cast by Shareholders and Optionholders present in person or represented by proxy at a special meeting of securityholders, voting together as a single class and (iii) the majority of the minority approvals required pursuant to Multilateral Instrument 61-101.

 Regulatory Approval. The Plan of Arrangement must be approved by the Court which will consider, among other things, the fairness and reasonableness of the Plan of Arrangement to Shareholders.

 Dissent Rights. The terms of the Plan of Arrangement provide that Registered Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise dissent rights and, if ultimately successful, receive fair value for their Plateau Shares (as described in the Plan of Arrangement).

See “The Arrangement – Reasons for the Arrangement” in this Circular.

Voting and Support The Locked-up Shareholders have entered into the Voting and Support Agreements Agreements with the Purchaser pursuant to which they have agreed to vote in favour of the Arrangement Resolution. As of March 31, 2021, the Locked- up Shareholders hold a total of 17,335,669 Plateau Shares, representing approximately 14.84% of the outstanding Plateau Shares, they also hold a total of 5,269,640 Plateau Options that will have voting rights at the Meeting which represent 67.15% of the Plateau Options that may be voted at the Meeting.

- 21 - See “The Arrangement – Voting and Support Agreements” in this Circular.

Unaudited Pro Forma The unaudited pro forma condensed consolidated financial statements of Consolidated Financial American Lithium that give effect to the Plan of Arrangement are set forth Statements of American in Appendix H to this Circular. Lithium

Conditions to The implementation of the Arrangement is subject to a number of conditions Completion of the being satisfied or waived by the Company or the Purchaser, as applicable, Arrangement at or prior to the Effective Date, including the following:

(a) the approval of the Arrangement Resolution with the Required Securityholder Approval at the Meeting;

(b) receipt of the Interim Order and the Final Order;

(c) the Articles of Arrangement, to be sent to and filed with the director in accordance with the Arrangement Agreement and the OBCA, are in form and content satisfactory to the Company and the Purchaser;

(d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against the Purchaser or the Company that makes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement or the payment of the Consideration;

(e) obtaining the Key Regulatory Approvals;

(f) obtaining of Key Third Party Consents;

(g) the American Lithium Shares and American Lithium Consideration Warrants be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act;

(h) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus requirements of applicable Canadian securities laws;

(i) compliance in all material respects by the Company and the Purchaser with all covenants required to be performed under the Arrangement Agreement, subject to certain qualifications;

(j) the representations and warranties of the Company and the Purchaser contained in the Arrangement Agreement being true and correct as of the Effective Date, subject to certain qualifications;

- 22 - (k) no Material Adverse Effect with respect to either party having occurred;

(l) each of the directors of the Company shall have provided their resignations and delivered mutual releases in favour of the Company and the Purchaser;

(m) any current officers and consultants of the Company who are not to be officers or consultants of the Company or the Purchaser following closing of the Arrangement shall have executed resignations and releases;

(n) Dissent Rights not having been exercised in respect of more than 10% of the Plateau Shares;

(o) the board of directors of the Purchaser having been constituted to include two nominees of the Company, with management of the Purchaser including two senior officers nominated by the Company;

(p) the Board shall not have made a Change in Recommendation; and

(q) the Purchaser shall have delivered evidence satisfactory to the Company of the approval of the listing and posting for trading on the TSXV of the American Lithium Shares comprising the Consideration as well as on exercise of the American Lithium Consideration Warrants, the Plateau Options, the Replacement Options and the Plateau Warrants, subject only to satisfaction of standard listing conditions.

See “The Arrangement Agreement – Conditions to Closing” in this Circular.

Non-Solicitation In the Arrangement Agreement, the Company has agreed, subject to certain exceptions, that it will not, directly or indirectly, solicit or participate in any discussions or negotiations regarding a proposal by a third party to acquire the Company or its assets and will give prompt notice to the Purchaser should the Company receive such a proposal or a request for non-public information that it reasonably believes would lead to such a proposal.

Termination of The Company and the Purchaser may agree in writing to terminate the Arrangement Arrangement Agreement and abandon the Arrangement at any time prior to Agreement the Arrangement becoming effective. In addition, the Company or the Purchaser may terminate the Arrangement Agreement and abandon the Arrangement at any time prior to the Effective Date if certain specific events occur. Depending on the termination event, termination fees or expense reimbursements may be payable by the Company.

See “The Arrangement Agreement – Termination of the Arrangement Agreement” in this Circular.

- 23 - Fairness Opinion The Fairness Opinion concludes that, subject to and based on the considerations, assumptions and limitations described therein, the Consideration is fair, from a financial point of view, to the Shareholders. The Special Committee considered the compensation arrangements with Haywood and Haywood’s confirmation that it is independent of Plateau and American Lithium when considering the Fairness Opinion.

See “Background to the Arrangement – Fairness Opinions” in this Circular and Appendix E.

Finder’s Fees In connection with the completion of Arrangement, the Company has agreed to pay Bedrock Capital Corporation a finder’s fee equal to 2.5% of the total transaction value and American Lithium has agreed to pay Axemen Resource Capital Ltd. a success fee upon closing of the Arrangement.

See “Background to the Arrangement – Finder’s Fee” in this Circular.

Letter of Transmittal A Letter of Transmittal is enclosed with this Circular for use by Registered Shareholders for the purpose of the surrender of Plateau Shares and certificates, DRS Advices and documents therefor. The details for the surrender of Plateau Shares and certificates, DRS Advices and documents therefor to the Depositary and the addresses of the Depositary are set out in the Letter of Transmittal. Provided that a Registered Shareholder has delivered and surrendered to the Depositary, within six years of the Effective Date, a Letter of Transmittal properly completed and executed in accordance with the instructions of such Letter of Transmittal, and certificates, DRS Advices and additional documents as the Depositary may reasonably require, the Shareholder will be entitled to receive, and the Purchaser will cause the Depositary to deliver to the Shareholder the amount to which such Shareholder is entitled under the Plan of Arrangement. Shareholders who do not deliver their completed and duly executed Letter of Transmittal, Plateau Share certificate(s) or DRS Advice(s) and all other required documents to the Depositary until after the American Lithium Consideration Warrant Expiry Date, will lose their right to receive American Lithium Consideration Warrants.

If a Shareholder following the Effective Date fails to deliver and surrender its Plateau Shares to the Depositary within six years of the Effective Date (the “Final Proscription Date”), then the Plateau Shares that such Former Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such American Lithium Shares, to which such Former Shareholder was entitled, shall be delivered to American Lithium by the Depositary and the share certificates shall be cancelled by American Lithium, and the interest of the Former Shareholder in such American Lithium Shares to which it was entitled shall be terminated as of such Final Proscription Date.

- 24 - Only Registered Shareholders are required to submit a Letter of Transmittal. A Beneficial Shareholder holding Plateau Shares through an Intermediary should contact that Intermediary for instructions and assistance in depositing their Plateau Shares and carefully follow any instructions provided by such Intermediary.

See “The Arrangement – Procedure for Exchange of Plateau Shares” in this Circular.

Court Approval of the Subject to the terms of the Arrangement Agreement and, if the Arrangement Arrangement Resolution is approved at the Meeting, Plateau will apply to the Court for the Final Order, to be held by Zoom videoconference on or about May 4, 2021 at 10:00 a.m. (Toronto time) or as soon thereafter as counsel may be heard. Please see the Notice of Application, attached as Appendix D to this Circular, and the Interim Order, attached as Appendix C to this Circular, for further information on participating or presenting evidence at the hearing for the Final Order. At the hearing, the Court will consider, among other things, the fairness and reasonableness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

See “The Arrangement – Court Approval of the Arrangement” in this Circular.

Stock Exchange American Lithium Shares are listed on the TSXV and it is a condition of the Approval Arrangement that the American Lithium Shares to be issued or issuable in connection with the Arrangement are listed on the TSXV, subject only to the satisfaction of the customary listing conditions of the TSXV.

Plateau Shares are listed on the TSXV and the completion of the Arrangement is subject to the prior approval of the TSXV.

Interests of Certain In considering the recommendation of the Board, Securityholders should be Directors and Executive aware that certain members of the Board and the executive officers of Officers of Plateau in Plateau have interests in the Arrangement or may receive benefits that may the Arrangement differ from, or be in addition to, the interests of Securityholders generally.

See “The Arrangement – Interests of Certain Persons in the Arrangement” in this Circular.

Rights of Dissent Registered Shareholders are entitled to dissent from the Arrangement Resolution in the manner provided in the OBCA, as modified by the Interim Order and the Plan of Arrangement. A Registered Shareholder who wishes to dissent must ensure that: (a) a Notice of Dissent is received by Blakes, Attention: Ryan Morris, at least two Business Days prior to the date of the Meeting (or any adjournment or postponement of the Meeting); and (b) the Registered Shareholder must have otherwise complied with the Dissent Procedures.

- 25 - See “The Arrangement – Dissenting Shareholders’ Rights” in this Circular.

Risk Factors There is a risk that the Arrangement may not be completed. If the Arrangement is not completed, Plateau will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Additionally, failure to complete the Arrangement could materially and negatively impact the trading price of the Plateau Shares.

The risk factors described under the heading “The Arrangement – Risks Associated with the Arrangement” and under the heading “Risk Factors” in Appendix G attached to this Circular should be carefully considered by Securityholders.

Income Tax Securityholders should carefully review the tax considerations described in Considerations this Circular and are urged to consult their own tax advisors in regard to their particular circumstances. See “Certain Canadian Federal Income Tax Considerations” for a discussion of certain Canadian federal income tax considerations.

- 26 - INFORMATION CONCERNING THE MEETING

Purpose of the Meeting

At the Meeting, Securityholders will be asked to consider and, if deemed acceptable, to pass, with or without variation, the Arrangement Resolution. The approval of the Arrangement Resolution will require the Required Securityholder Approval.

Date, Time and Place of the Meeting

The Meeting will be held virtually on May 3, 2021 at 10:00 a.m. (Toronto Time) via live audio webcast at https://6ix.com/event/plateau-energy-metals-special-shareholder-meeting/.

Record Date

Pursuant to the Interim Order, the Record Date for determining persons entitled to receive notice of and vote at the Meeting is March 26, 2021. Securityholders of record as at the close of business (Toronto Time) on March 26, 2021 will be entitled to attend virtually and vote at the Meeting, or any adjournment or postponement thereof, in the manner and subject to the procedures described in this Circular.

Solicitation of Proxies

The Company is providing this Circular and a form of proxy in connection with management’s solicitation of proxies for use at the Meeting of the Company to be held May 3, 2021 and at any postponement(s) or adjournment(s) thereof. Unless the context otherwise requires, when we refer in this Circular to the Company, any subsidiaries are also included.

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. All costs of this solicitation will be borne by the Company.

In this Circular, references to “C$ or $” are to amounts in Canadian dollars and references to “US$” are to amounts in United States dollars unless otherwise indicated.

Appointment of Proxyholders

A Securityholder entitled to vote at the Meeting may by means of a proxy appoint a proxyholder or one or more alternate proxyholders, who need not be a Securityholder, to attend virtually and act at the Meeting for the Securityholder on the Securityholder’s behalf. Submitting a proxy by mail, fax, internet or by hand delivery are the only methods by which a Securityholder may appoint a person as proxy other than a director or officer of the Company named on the form of proxy.

The individuals named in the accompanying form of proxy are directors and/or officers and/or employees of the Company. A Securityholder wishing to appoint some other person (who need not be a Securityholder) to represent him or her at the Meeting has the right to do so, either by inserting such person’s name in the blank space provided in the form of proxy or by completing another form of proxy. Such Securityholder should notify the nominee of his or her appointment, obtain his or her consent to act as proxy and instruct him or her on how the Securityholder’s Plateau Shares and Plateau

- 27 - Options, as applicable, are to be voted. In any case, the form of proxy should be dated and executed by the Securityholder or his/her attorney authorized in writing, or if the Securityholder is a corporation, under its corporate seal, or by an officer or attorney thereof duly authorized.

Proxy Instructions

Only Securityholders whose names appear on the records of the Company as at the Record Date as the registered holders of the shares and options or duly appointed proxyholders are permitted to vote at the Meeting. Registered Shareholders or Optionholders may wish to vote by proxy whether or not they are able to virtually attend the Meeting. Registered Securityholders may vote by mail or on the internet. To vote online at www.voteproxyonline.com you will need the control number contained in the accompanying form of proxy. Completed forms of proxy must be deposited with the Company’s transfer agent, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 by 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.

Revocability of Proxies

In addition to revocation in any other manner permitted by law, a Securityholder who has given a proxy may revoke it by either executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Securityholder or the Securityholder’s authorized attorney in writing; or, if the Securityholder is a company, under its corporate seal by an officer or attorney duly authorized; and by depositing the proxy bearing a later date with TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, that precedes any reconvening thereof, or to the chair of the Meeting prior to the commencement of the Meeting or any reconvening thereof, or in any other manner provided by law. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Exercise of Discretion

On a poll, the nominees named in the accompanying form of proxy will vote or withhold from voting the Plateau Shares and Plateau Options represented thereby in accordance with the instructions of the Securityholder on any ballot that may be called for. If a Securityholder specifies a choice with respect to any matter to be acted upon, such Securityholder’s Plateau Shares and Plateau Options will be voted accordingly. The proxy will confer discretionary authority on the nominees named therein with respect to each matter or group of matters identified therein for which a choice is not specified and any amendment to or variation of any matter identified therein and any other matter that properly comes before the Meeting.

If a Securityholder does not specify a choice in the proxy and the Securityholder has appointed one of the management nominees named in the accompanying form of proxy, the management nominee will vote the Plateau Shares and Plateau Options represented by the proxy in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

As of the date of this Circular, management of the Company knows of no amendment, variation or other matter that may come before the Meeting but, if any amendment, variation or other matter properly comes

- 28 - before the Meeting, each nominee in the accompanying form of proxy intends to vote thereon in accordance with the nominee’s best judgment.

Advice to Beneficial (Non-Registered) Shareholders

The information set forth in this section is of significant importance to many shareholders of the Company, as a substantial number of shareholders do not hold Plateau Shares in their own name. Shareholders who do not hold their Plateau Shares in their own name (referred to in this Circular, collectively, as “Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of Plateau Shares can be recognized and acted upon at the Meeting. If Plateau Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Plateau Shares will not be registered in the Shareholder’s name on the records of the Company. Such Plateau Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In the United States the vast majority of such 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), and in Canada under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited; and which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Plateau Shares are communicated to the appropriate person.

These securityholder materials are being sent to both registered and non-registered owners of the Plateau Shares. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Plateau Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge typically prepares its own proxy forms, mails those forms to the Beneficial Shareholders and requests the Beneficial Shareholders to return the proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Plateau Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge proxy cannot use that proxy to vote Plateau Shares directly at the Meeting. That proxy must be returned to Broadridge well in advance of the Meeting in order to have those Plateau Shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Plateau Shares registered in the name of his or her broker (or agent of the broker), a Beneficial Shareholder may virtually attend at the Meeting as proxyholder for the registered shareholder and vote the Plateau Shares in that capacity. Beneficial Shareholders who wish to virtually attend at the Meeting and indirectly vote their Plateau Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting. Alternatively, a Beneficial Shareholder may request in writing that his or her broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to virtually attend at the Meeting and vote his or her Plateau Shares.

- 29 - Under NI 54-101, Beneficial Shareholders who have not objected to their nominee disclosing certain ownership information about themselves to the Company are referred to as non-objecting beneficial owners (“NOBOs”). Those non-registered holders who have objected to their nominee disclosing ownership information about themselves to the Company are referred to as objecting beneficial owners (“OBOs”).

The Company is sending the proxy-related materials for the Meeting directly to NOBOs as defined under NI 54-101. If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you (instead of through a nominee), your name and address and information about your NOBO holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the nominee(s) holding on your behalf. By choosing to send these materials to you directly, the Company (and not the nominee(s) holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Company does intend to pay for nominees to deliver the Meeting materials and Form 54-101F7 (Request for Voting Instructions Made by Intermediary) to OBOs. OBOs will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.

Notice-And-Access

The Company is not sending this Circular to registered or Beneficial Shareholders using “notice-and- access” as defined under NI 54-101.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company has an authorized capital consisting of an unlimited number of Plateau Shares without par value and an unlimited number of preferred shares without par value. As at the Record Date, a total of 116,811,782 Plateau Shares were issued and outstanding and no preferred shares were issued and outstanding. The Plateau Shares carry the right to vote at the Meeting, with each Plateau Share entitling the holder thereof to one vote on the Arrangement Resolution.

Optionholders will also be entitled to vote with the Shareholders together as a single class on the Arrangement Resolution as to one vote for each Plateau Share underlying Plateau Options held. As at the Record Date, a total of 7,847,855 Plateau Options to purchase a total of 7,847,855 Plateau Shares were issued and outstanding. At the date of the Meeting, a total of 7,847,855 Plateau Options will carry the right to vote at the Meeting, subject to decrease for any Plateau Options that will have been duly exercised before the Meeting. Accordingly, the maximum number of expected potential votes at the Meeting in respect of outstanding Plateau Shares and Plateau Options totals 124,659,637.

To the knowledge of the directors or executive officers of the Company as of March 31, 2021, the following are the only persons who beneficially own, directly or indirectly, or exercise control or direction over, Plateau Shares carrying 10% or more of the voting rights of Shareholders at the Meeting or Plateau Shares and Plateau Options that collectively will carry 10% or more of the voting rights of Securityholders at the Meeting:

- 30 - % of the Class Securities so Owned, of Outstanding Voting Name of Shareholder Controlled or Directed Securities of the Company Thomas Relling(1) 12,524,710 Common Shares 10.72% Note: (1) The information as to the number and percentage of voting securities beneficially owned, controlled or directed, directly or indirectly, has been obtained from the persons listed individually and/or publicly available filings.

Under the Company’s bylaws, the quorum for the transaction of business at the Meeting will be two Shareholders present in person or represented by proxy.

THE ARRANGEMENT

Background to the Arrangement

The Arrangement Agreement is a result of arm’s length negotiations among representatives of Plateau and American Lithium and their respective financial and legal advisors. The following is a summary of the principal events leading up to receipt of the offer from American Lithium. During the course of its consideration of the Arrangement Agreement, the Special Committee conducted formal meetings, held informal discussions amongst themselves and consultations with management and representatives of both Haywood and Blakes.

The senior management of Plateau regularly consider and investigate opportunities to enhance value for Plateau Shareholders. Those opportunities have included the possibility of strategic transactions with various industry participants.

In December 2020, the Company was approached by Bedrock Capital to suggest that the two companies consider a potential transaction and facilitated an introduction to senior management at American Lithium.

On December 22, 2020, the Company signed a confidentiality agreement with American Lithium and senior management of both parties held their first meeting on December 23, 2020. This was the first of several meetings held between the Company and American Lithium throughout the month of January 2021.

On December 28, 2020 the parties held an introductory technical discussion about each others’ assets and to discuss having technical teams review each other’s assets at a high level.

On January 12, 2021, the Company held a board meeting to discuss early-stage strategic proposals, including American Lithium’s, and assess options and alternatives currently available to the Company that could unlock value for Plateau Shareholders.

At a Board Meeting held on January 18, 2021, the Board and senior management held further discussions to assess, examine, evaluate and consider one or more transactions involving the Company. It was agreed that the Board would form a Special Committee to review and assess the different options available to the Company.

On January 22, 2021, the Board formed the Special Committee to, among other things, review and make recommendations to the Board on a proposed transaction involving American Lithium. The Special Committee consists of Alan Ferry, Maryse Bélanger, Wayne Drier and Christian Milau, each an

- 31 - independent director of Plateau. Alan Ferry was appointed as Chair of the Special Committee. The mandate for the Special Committee provided authorization to, among other things, engage legal and financial advisors.

On January 25, 2021, the Board held a meeting to discuss a letter from American Lithium outlining a preliminary non-binding proposal. The Board and senior management discussed the details of the proposal including the relative merits of pursing the transaction with American Lithium versus other strategies it could pursue. The Board discussed the importance of hiring an independent advisor to evaluate the Company’s options. The Special Committee met in camera upon termination of the meeting.

On January 26, 2021, the Special Committee met to discuss the meetings held with representatives to act as potential financial advisors to the Special Committee and to decide on proceeding with a candidate to provide the services. The Company also approached Haywood regarding a potential advisory assignment.

On January 27, 2021, the Board met to discuss adjustments made to the preliminary proposal from American Lithium. After evaluating the terms, it was agreed that senior management would continue to work with American Lithium to negotiate certain terms contained in the proposal.

On January 31, 2021, Plateau and American Lithium executed a non-binding letter of intent with an exclusivity agreement that provided for an exclusivity period expiring on the earlier of February 12, 2021 and the execution of the Arrangement Agreement.

On February 1, 2021, the Special Committee met to receive advice from Blakes regarding its duties in connection with the Arrangement, the independence of the committee members, the Fairness Opinion and the terms of the potential transaction. On February 2, 2021, Haywood was formally engaged by the Company to provide its opinion as to the fairness, from a financial point of view, of the Consideration being offered to the Plateau Shareholders under the Arrangement.

During the period from February 1, 2021 to February 9, 2021, the boards, management and advisors of both parties continued to negotiate the terms of the Arrangement and the Arrangement Agreement. Each party continued its due diligence investigations throughout the following three weeks, including legal, tax, accounting, financial and other matters and held discussions with the parties and their legal representatives relating to due diligence items.

On February 9, 2021, the Special Committee met with Haywood to receive its oral opinion regarding the fairness, from a financial point of view, of the Consideration to be received by Shareholders pursuant to the Arrangement. The Special Committee also reviewed the final terms of the Arrangement Agreement with Blakes and discussed the Arrangement with management of Plateau. During the meeting, Haywood provided its financial analysis regarding the Arrangement and delivered an oral opinion, later confirmed in writing, that the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. The parties continued settling the final minor terms of the Arrangement Agreement and associated documentation.

After careful consideration, including a thorough review of the Arrangement, the Arrangement Agreement, the financial presentation and oral opinion delivered by Haywood and other relevant matters, and taking into account the best interests of Plateau, and after consultation with management and its financial and legal advisors, the Special Committee unanimously determined: (i) that the Arrangement is fair to the Shareholders and the Arrangement and the entering into of the Arrangement Agreement are in the best

- 32 - interests of Plateau; (ii) to recommend to the Board that it recommend that the Securityholders vote in favour of the Arrangement; and (iii) to recommend to the Board that it approve the Arrangement Agreement.

Following the meeting of the Special Committee, the Board met to receive the recommendations of the Special Committee and to receive advice from its financial and legal advisors. The Board received a presentation from Haywood and from Blakes. After careful consideration, including consultation with its financial and legal advisors, reviewing the report of the Special Committee and its own deliberations, the Board unanimously determined that the Arrangement is in the best interests of Plateau and is fair to Shareholders and to recommend to the Securityholders that they vote in favour of the Arrangement.

At the close of markets on February 9, 2021, Plateau and American Lithium executed the Arrangement Agreement and a press release announcing the Arrangement was disseminated.

Recommendation of the Special Committee

Having taken a thorough review of, and carefully considered, the proposed Arrangement and alternatives to the Arrangement, including the potential for a more favourable transaction with a third party and the prospect of proceeding independently to pursue Plateau’s current business plan, and having consulted with its financial and legal advisors, and having considered the Fairness Opinion, the Special Committee unanimously determined that the Arrangement is in the best interests of Plateau and that the Arrangement is fair to the Shareholders. The Special Committee recommended that the Board approve the Arrangement Agreement and recommended that Securityholders vote in favour of the Arrangement.

Recommendation of the Board

Based on its considerations and investigations, including consultation with its financial and legal advisors, reviewing the report of the Special Committee, the Fairness Opinion and its own deliberations, the Board has unanimously determined that the Arrangement is in the best interests of Plateau and is fair to the Shareholders. Accordingly, the Board unanimously recommends that the Securityholders vote FOR the Arrangement Resolution. Each director and Senior Officer of the Company intends to vote all of such director’s and Senior Officer’s Plateau Shares and Plateau Options FOR the Arrangement Resolution.

In forming its recommendation, the Special Committee and the Board considered a number of factors, including, without limitation, the factors listed below under “Reasons for the Arrangement”. The Board based its recommendation upon the totality of the information presented to and considered by it in light of the knowledge of the Board members of the business, financial condition and prospects of the Company and after taking into account the Fairness Opinion and the advice of the Company’s financial, legal and other advisors and the advice and input of management of the Company.

Reasons for the Arrangement

At a meeting of the Board held on February 9, 2021, the Board evaluated the Arrangement in the context of the Company’s available strategic alternatives and, based on a thorough review of these alternatives, the Board unanimously:

 determined that the Arrangement is in the best interests of Plateau and is fair to the Shareholders;

- 33 -  resolved to recommend that Securityholders vote “FOR” the Arrangement Resolution; and

 approved the Arrangement Agreement.

In evaluating the Arrangement and in making its recommendations, the Special Committee gave careful consideration to the current and expected future position of the business of Plateau and all terms of the draft Arrangement Agreement, including the conditions precedent, representations and warranties and deal protections. The Special Committee considered a number of factors including, among others, the following:

 Premium. The consideration to be received by Shareholders pursuant to the Arrangement represents a premium of 88% on a spot basis and 73% using the trailing 20-day VWAP in Canada of each company as of market close on February 8, 2021 and valuing the American Lithium Consideration Warrants using the Black-Scholes methodology at a 50% volatility.

 Strengths and Strategic Fit. If the Arrangement is completed, it is expected that Shareholders will benefit from:

(i) the consolidation of two significant and strategic undeveloped lithium assets in the Americas;

(ii) both jurisdictional and project risk diversification with the potential for two major production centres; and

(iii) enhanced liquidity, access to capital and marketing expertise.

- 34 - of Plateau and American Lithium when considering the Fairness Opinion. See “The Arrangement – Fairness Opinion” in this Circular.

 Acceptance by Directors, Officers and Significant Shareholders. Pursuant to voting agreements, the directors and officers of Plateau and certain significant shareholders of Plateau have agreed to vote all of their Plateau Shares and Plateau Options in favour of the Arrangement at the meeting of Shareholders and Optionholders to approve the Arrangement.

 Ability to Respond to Unsolicited Superior Proposals. Subject to the terms of the Arrangement Agreement, the Board will remain able to respond to any unsolicited bona fide written proposal that, having regard to all of its terms and conditions, if consummated in accordance with its terms, could reasonably be expected to lead to a Superior Proposal. The amount of the termination fee payable in certain circumstances, being C$3,250,000, would not, in the view of the Special Committee preclude a third party from potentially making a Superior Proposal.

 Regulatory Approval. The Plan of Arrangement must be approved by the Court which will consider, among other things, the fairness and reasonableness of the Plan of Arrangement to Shareholders.

 Dissent Rights. The terms of the Plan of Arrangement provide that Registered Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if ultimately successful, receive fair value for their Plateau Shares (as described in the Plan of Arrangement).

The Special Committee also considered a number of potential issues and risks related to the Arrangement and the Arrangement Agreement, including, among others:

 the risks to Plateau and the Shareholders if the Arrangement is not completed, including the costs to Plateau in pursuing the Arrangement and the diversion of Plateau’s management from the conduct of Plateau’s business in the ordinary course;

- 35 -  the terms of the Arrangement Agreement in respect of restricting Plateau from soliciting third parties to make an Acquisition Proposal and the specific requirements regarding what constitutes a Superior Proposal;

 the terms of the Arrangement Agreement that require Plateau to conduct its business in the ordinary course and prevent Plateau from taking certain specified actions, which may delay or prevent Plateau from taking certain actions to advance its business pending consummation of the Arrangement;

 the fact that, following the Arrangement, Plateau will no longer exist as an independent public company and the Plateau Shares will be delisted from the TSXV;

 the termination fee payable to American Lithium in certain circumstances, including if Plateau enters into an agreement in respect of a Superior Proposal to acquire Plateau;

 the conditions to American Lithium’s obligations to complete the Arrangement;

 the right of American Lithium to terminate the Arrangement Agreement under certain circumstances; and

 judgments against American Lithium in Canada for a breach of the Arrangement Agreement may be difficult to enforce against American Lithium’s assets located outside of Canada.

The above discussion of the information and factors considered by the Special Committee is not intended to be exhaustive, but is believed by the Special Committee to include the material factors considered by the Special Committee in its assessment of the Arrangement. In view of the wide variety of factors considered by the Special Committee in connection with its assessment of the Arrangement and the complexity of such matters, the Special Committee did not consider it practical, nor did it attempt, to quantify, rank or otherwise assign relative weights to the foregoing factors that it considered in reaching its decision. In addition, in considering the factors described above, individual members of the Special Committee may have given different weights to various factors and may have applied different analyses to each of the material factors considered by the Special Committee.

The Board’s reasons for recommending the Arrangement include certain assumptions relating to forward- looking information and such information and assumptions are subject to various risks. This information should be read in light of the factors described under the section entitled “Forward-Looking Statements”, under the heading “The Arrangement - Risks Associated with the Arrangement” and in Appendix G, “Information Concerning the Combined Company - Risk Factors”.

Fairness Opinion

In connection with the evaluation of the Arrangement, the Board received and considered the Fairness Opinion.

Haywood was approached by the Company on January 26, 2021 regarding a potential advisory assignment and was formally engaged by the Company, pursuant to an advisory agreement dated February 2, 2021, to provide the Company, the Special Committee and the Board with various advisory services in connection with the Arrangement including, among other things, the provision of the Fairness

- 36 - Opinion. Pursuant to the terms of its advisory agreement with the Company, Haywood is to be paid fees for its services as financial advisor, including a fixed fee for the delivery of its Fairness Opinion and a fixed work fee, neither of which are contingent on the successful completion of the Arrangement. The Company has also agreed to reimburse Haywood for reasonable out-of-pocket expenses and to indemnify Haywood against certain liabilities.

On February 9, 2021, at each of the meetings of the Special Committee and the Board held to consider the Arrangement, Haywood rendered an oral opinion, confirmed by delivery of a written opinion dated February 9, 2021 to the Board and the Special Committee, to the effect that, as of that date and based on and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

The full text of the Fairness Opinion, which sets forth assumptions made, procedures followed, information reviewed, matters considered, and limitations on the scope of the review undertaken by Haywood in connection with such Fairness Opinion, is attached in Appendix E. This summary is qualified in its entirety by reference to the full text of such Fairness Opinion. Haywood provided its opinion solely for the information and assistance of the Special Committee and the Board in connection with its consideration of the Arrangement and is not to be used, circulated, quoted or otherwise referred to for any purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, information circular or any other document and may not be relied upon by any other person or for any other purpose without Haywood’s prior written consent. The Fairness Opinion is not a recommendation as to how any Shareholder should vote or act on any matter relating to the Arrangement or any other matter.

In connection with the evaluation of the Arrangement, the Special Committee and the Board considered, among other things, the advice and financial analyses provided by Haywood referred to above as well as its Fairness Opinion. As described under “The Arrangement – Reasons for the Arrangement”, the Fairness Opinion was only one of many factors considered by the Special Committee and the Board in evaluating the Arrangement and should not be viewed as determinative of the views of the Special Committee or the Board with respect to the Arrangement or the Consideration to be received by Shareholders pursuant to the Arrangement. In assessing the Fairness Opinion, the Special Committee and the Board considered and assessed the independence of Haywood.

Haywood considered several techniques and used a blended approach to determine their opinion on the Arrangement and based the Fairness Opinion upon a number of quantitative and qualitative factors. The full text of the Fairness Opinion, which sets forth assumptions made, procedures followed, information reviewed, matters considered, and limitations on the scope of the review undertaken by Haywood in connection with such Fairness Opinion, is attached in Appendix E. The Fairness Opinion represents the opinion of Haywood and the form and content of the Fairness Opinion have been approved for release by a committee of senior Haywood personnel who are collectively experienced in merger and acquisition, divestiture, restructuring, valuation, fairness opinion and capital markets matters.

Finder’s Fee

In connection with the completion of Arrangement, the Company has agreed to pay Bedrock Capital Corporation a finder’s fee equal to 2.5% of the total transaction value and American Lithium has agreed to

- 37 - pay Axemen Resource Capital Ltd. a success fee equal to 2.0% of the total transaction value upon closing of the Arrangement.

Voting and Support Agreements

The Locked-up Shareholders have entered into the Voting and Support Agreements with American Lithium pursuant to which they have agreed to vote in favour of the Arrangement Resolution. As of March 26, 2021, the Locked-up Shareholders hold a total of 17,335,669 Plateau Shares, representing approximately 14.84% of the outstanding Plateau Shares, they also hold a total of 5,269,640 Plateau Options, representing approximately 67.15% of the outstanding Plateau Options.

The Locked-up Shareholders have agreed, subject to the terms of the Voting and Support Agreements, among other things: (i) at an meeting of Securityholders call to vote upon the Arrangement, the Arrangement Agreement or the transactions contemplated by the Arrangement Agreement, to vote any Plateau Shares and Plateau Options in favour of the Arrangement and against any Acquisition Proposal and any action, proposal, transaction or agreement that would be reasonably be expected to in any material respect adversely affect or inhibit the timely consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement; (ii) not to sell or transfer any of their Plateau Shares or Plateau Options, directly or indirectly, or any interest therein while the Voting and Support Agreements are in effect; (iii) revoke any and all previous proxies granted or voting instruction forms or other documents that are inconsistent with the Arrangement Agreement; (iv) cooperate with the Company and the Purchaser to successfully complete the Arrangement and opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or the Purchaser; (v) not to exercise any rights of appraisal or Dissent Rights in respect of the Arrangement; (vi) cease any discussions or negotiations commenced prior to the date of the Arrangement Agreement with any person with respect to any Acquisition Proposal and not to initiate, solicit or participate in any negotiations relating to any Acquisition Proposal or any action inconsistent with the successful completion of the Arrangement, except as provided the Voting and Support Agreements; and (vii) if the Locked-up Shareholder acquires any additional Plateau Shares, Plateau Options or other Plateau securities, to notify the Purchaser of each acquisition and acknowledges that such additional securities are deemed to form part of the securities subject to the Voting and Support Agreement.

The Voting and Support Agreements will automatically terminate on the earlier of the termination of the Arrangement Agreement in accordance with its term and the Effective Date.

Each Voting and Support Agreement may also be terminated at any time by mutual consent in writing of the Purchaser and the Locked-up Shareholder or by either party, (i) if the other party has not complied with its covenants contained in the Voting and Support Agreement in all material respects and (ii) if any of the representations and warranties of the other party contained in the Voting and Support Agreement are untrue or inaccurate in any material respect.

Plan of Arrangement

The following description is a summary of the Plan of Arrangement and is qualified in its entirety by reference to the full text of the Plan of Arrangement, which is attached as Appendix B to this Circular.

- 38 - At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at two-minute intervals starting at the Effective Time:

(ii) such Dissenting Shareholder’s name shall be removed as the holder of such Plateau Shares from the register of Plateau Shares maintained by or on behalf of the Company; and

(iii) such Plateau Shares so transferred shall be cancelled; and

(b) notwithstanding any vesting provisions to which a Plateau RSU might otherwise be subject (whether by contract, the terms and conditions of any award agreement or grant, the terms and conditions of the Plateau Omnibus Plan or applicable Law), each Plateau RSU issued and outstanding immediately prior to the Effective Time shall, without any further act or formality by or on behalf of any holder of a Plateau RSU, be deemed to be fully vested and shall be transferred and disposed by the holder thereof to the Plateau and cancelled in exchange for the applicable RSU Consideration, and:

(i) each holder of such Plateau RSU shall cease to be the holder thereof and to have any rights as holder of a Plateau RSU;

(ii) the name of each such holder shall be removed from the register of the Plateau RSU holders maintained by or on behalf of the Plateau;

(iv) all agreements, grants and similar instruments relating to such Plateau RSUs will be cancelled; and

(v) the Plateau Omnibus Plan shall be cancelled; and

(c) each holder of Plateau DSUs shall resign from, and shall be deemed to have immediately resigned from, the Board of Directors of the Plateau and any of its affiliates; and

- 39 - (d) notwithstanding any vesting provisions to which a Plateau DSU might otherwise be subject (whether by contract, the terms and conditions of any award agreement or grant, the terms and conditions of the Plateau DSU Plan or applicable Law), each Plateau DSU issued and outstanding immediately prior to the Effective Time shall, without any further act or formality by or on behalf of any holder of a Plateau DSU, be deemed to be fully vested and shall be transferred and disposed by the holder thereof to the Plateau and cancelled in exchange for the applicable DSU Consideration, and

(i) each holder of such Plateau DSUs shall cease to be the holder thereof and to have any rights as a holder of a Plateau DSU;

(ii) the name of each such holder shall be removed from the register of the Plateau DSU holders maintained by or on behalf of the Plateau;

(iv) all agreements, grants and similar instruments relating to such Plateau DSUs will be cancelled; and

(v) the Plateau DSU Plan shall be cancelled; and

(e) a Former Shareholder (other than a Dissenting Shareholder or the Purchaser or any subsidiary of the Purchaser) shall, without any further action by or on behalf of any Shareholder, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration, and

(ii) the name of each such holder shall be removed from the register of the Plateau Shares maintained by or on behalf of the Plateau; and

(f) in accordance with the terms of each Plateau Warrant, each holder of a Plateau Warrant outstanding immediately prior to the Effective Time shall receive upon the subsequent exercise of such holder’s Plateau Warrant, in accordance with its terms, and shall accept in lieu of each Plateau Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the Consideration, being 0.29 of an American Lithium Share and 0.145 of an American Lithium Consideration Warrant; (provided that if the Plateau Warrant is exercised following the American Lithium

- 40 - Consideration Warrant Expiry Date, the Consideration will not include the American Lithium Consideration Warrant); and

(g) each Plateau Option shall be deemed to have fully vested as of the date of the Arrangement Agreement and each Plateau Option outstanding immediately prior to the Effective Time shall be exchanged for a Replacement Option to acquire from the Purchaser, other than as provided herein, 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 Time; multiplied by (B) the Exchange Ratio, provided that, if the foregoing would result in the issuance of a fraction of an American Lithium Share on any particular exercise of Replacement Options, then the number of American Lithium Shares otherwise issued shall be rounded down to the nearest whole number of American Lithium Shares. The exercise price per American Lithium Share subject to a Replacement Option shall be an amount equal to the quotient of: (A) the exercise price per Plateau Share subject to each such Plateau Option immediately before the Effective Time; divided by (B) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Plateau Option for a Replacement Option. Therefore, in the event that the Replacement Option In-The Money Amount in respect of a Replacement Option exceeds the Plateau Option In-The Money Amount in respect of the Plateau Option for which it is exchanged, the number of American Lithium Shares which may be acquired on exercise of the Replacement Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The Money Amount in respect of the Replacement Option does not exceed the Plateau Option In-The Money Amount in respect of the Plateau Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. Each Replacement Option shall continue to be governed by and be subject to the terms of the Plateau Option Plan and the agreement evidencing the grant of such Plateau Options, provided, however, that the expiry date of Plateau Options held by any person who ceases to be a director, consultant, officer or employee of the Plateau shall be the date that is 24 months after the Effective Date.

Effect of the Arrangement

On completion of the Arrangement, the Company will be a wholly owned subsidiary of American Lithium.

Effective Date of the Arrangement

If the Arrangement Resolution is passed with the Required Securityholder Approval, the Final Order is obtained, every other requirement of the OBCA relating to the Arrangement is complied with and all other conditions disclosed below under “The Arrangement Agreement — Conditions for Completion of the Arrangement” are satisfied or waived, the Arrangement will become effective on the Effective Date.

Interim Financing

As contemplated by the Arrangement Agreement, on February 9, 2021, Plateau and American Lithium entered into a loan agreement (the “Loan Agreement”) whereby American Lithium will make available to Plateau a C$1.5 million secured non-revolving credit facility to finance certain of its operations in the interim

- 41 - period, in exchange for the issuance to American Lithium of a secured promissory note each time American Lithium advances funds under the Loan Agreement to Plateau (the “Interim Financing”). The Interim Financing is available until 30 days after the date that the Arrangement Agreement expires or is otherwise terminated (the “Maturity Date”) and bears annual interest at the rate of 6.0%. The Interim Financing is secured by a General Security Agreement in favour of American Lithium.

Drawdown of the Interim Financing is at the option of Plateau, subject to the satisfaction of certain standard conditions any time between announcement and closing of the Arrangement. Plateau may draw upon the Interim Financing by delivering a request to American Lithium for an advance in accordance with Schedule 2 of the Loan Agreement. Each extension of credit under the credit facility by American Lithium to the Company will be in an aggregate amount of C$500,000 and may only be used for the operational purposes of Plateau as set out in the Budget (as defined in the Loan Agreement) or as otherwise agreed between Plateau and American Lithium.

Exchange of Plateau Securities

Procedure for Exchange of Plateau Shares

Registered Shareholders will have received with this Circular a Letter of Transmittal. In order to receive the Consideration, such Shareholders (other than the Dissenting Shareholders) must complete and sign the Letter of Transmittal enclosed with this Circular and deliver it and the other documents required by it, including the certificates or DRS Advices representing the Plateau Shares, to the Depositary in accordance with the instructions contained in the Letter of Transmittal. Beneficial Shareholders must contact their Intermediary for instructions and assistance in receiving the Consideration for their Plateau Shares.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. Registered Shareholders (other than the Dissenting Shareholders) can obtain additional copies of the Letter of Transmittal by contacting the Depositary at (416) 682-3860 or 1-800-387- 0825 or by e-mail at [email protected] The Letter of Transmittal is also available on the Company’s SEDAR profile at www.sedar.com.

The Purchaser, in its absolute discretion, reserves the right to instruct the Depositary to waive or not to waive any and all defects or irregularities contained in any Letter of Transmittal or other document and any such waiver or non-waiver will be binding upon the affected Shareholders. The granting of a waiver to one or more Shareholders does not constitute a waiver for any other Shareholders. The Purchaser reserves the right to demand strict compliance with the terms of the Letter of Transmittal and the Arrangement. The method used to deliver the Letter of Transmittal and any accompanying certificates representing the Plateau Shares is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Company and the Purchaser recommend that the necessary documentation be hand delivered to the Depositary, and a receipt obtained therefor; otherwise the use of registered mail with an acknowledgment of receipt requested, and with proper insurance obtained, is recommended.

DRS Advice

Where Plateau Shares are evidenced only by a DRS Advices, there is no requirement to first obtain a certificate for those Plateau Shares or deposit with the Depositary any Plateau Share certificate evidencing Plateau Shares. Only a properly completed and duly executed Letter of Transmittal accompanied by the

- 42 - applicable DRS Advices is required to be delivered to the Depositary in order to surrender those Plateau Shares under the Arrangement. American Lithium reserves the right if it so elects in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it.

Lost Certificates or DRS Advices

In the event any certificate, that immediately prior to the Effective Time represented one or more outstanding Plateau Shares that were exchanged for Consideration shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, certificates representing American Lithium Shares and American Lithium Consideration Warrants that such holder is entitled to receive. When authorizing such delivery of certificates representing American Lithium Shares and American Lithium Consideration Warrants that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom certificates representing such American Lithium Shares and American Lithium Consideration Warrants is to be delivered shall, as a condition precedent to the delivery of such American Lithium Shares and American Lithium Consideration Warrants, give a bond satisfactory to the Purchaser and the Depositary in such amount as the Purchaser and the Depositary may direct, or otherwise indemnify the Purchaser and the Depositary in a manner satisfactory to the Purchaser and the Depositary, against any claim that may be made against the Purchaser or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of the Company.

If a DRS Advice representing Plateau Shares has been lost, stolen or destroyed, the holder can request a copy of the DRS Advice by contacting TSX Trust Company by phone: toll-free in North America at 1(866) 600-5869 or international at +1(416)-342-1091, with no bond indemnity required and such copy of the DRS Advice should be deposited with the Letter of Transmittal.

Extinction of Rights

To the extent that a Shareholder following the Effective Date shall not have surrendered Plateau Shares to the Depositary in the manner described in this Circular or before the date that is six years after the Effective Date (the “Final Proscription Date”), then the Plateau Shares that such Former Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such American Lithium Shares, to which such Former Shareholder was entitled, shall be delivered to American Lithium by the Depositary and the share certificates shall be cancelled by American Lithium, and the interest of the Former Shareholder in such American Lithium Shares to which it was entitled shall be terminated as of such Final Proscription Date.

Shareholders who do not deliver their completed and duly executed Letter of Transmittal Plateau Share certificate(s) or DRS Advice(s) and all other required documents to the Depositary until after the American Lithium Consideration Warrant Expiry Date, will lose their right to receive American Lithium Consideration Warrants.

No Fractional Shares to be Issued

No fractional American Lithium Shares or American Lithium Consideration Warrants shall be issued to Former Shareholders. The number of American Lithium Shares or American Lithium Consideration

- 43 - Warrants to be issued to Former Shareholders shall be rounded up to the nearest whole American Lithium Share or American Lithium Consideration Warrant, as applicable, in the event that a Former Shareholder is entitled to a fractional share or warrant representing 0.5 or more of an American Lithium Share or American Lithium Consideration Warrant and shall be rounded down to the nearest whole American Lithium Share or American Lithium Consideration Warrant, as applicable, in the event that a Former Shareholder is entitled to a fractional share or warrant representing less than 0.5 of an American Lithium Share or American Lithium Consideration Warrant.

Treatment of Plateau Options

Each Plateau Option was deemed to have fully vested as of the date of the Arrangement Agreement and each Plateau Option outstanding immediately prior to the Effective Time shall be exchanged for a Replacement Option to acquire from the Purchaser, other than as provided herein, 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 Time; multiplied by (B) the Exchange Ratio, provided that, if the foregoing would result in the issuance of a fraction of an American Lithium Share on any particular exercise of Replacement Options, then the number of American Lithium Shares otherwise issued shall be rounded down to the nearest whole number of American Lithium Shares. The exercise price per American Lithium Share subject to a Replacement Option shall be an amount equal to the quotient of: (A) the exercise price per Plateau Share subject to each such Plateau Option immediately before the Effective Time; divided by (B) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent.

Treatment of Plateau Warrants

A holder of an outstanding Plateau Warrant who subsequently exercises its Plateau Warrant, in accordance with its terms, shall accept in lieu of each Plateau Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the Consideration (provided that if the Plateau Warrant is exercised following the American Lithium Consideration Warrant Expiry Date, the Consideration will not include the American Lithium Consideration Warrant).

Treatment of RSUs and DSUs

Immediately prior to the Effective Time, the vesting of all outstanding Plateau RSUs and Plateau DSUs will be accelerated and all Plateau RSUs and Plateau DSUs will be exchanged for the RSU Consideration and the DSU Consideration, as the case may be, and 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. See “The Arrangement – Exchange of Plateau Securities – Procedure for Exchange of Plateau Shares”.

Effects of the Arrangement on Shareholders’ Rights

Shareholders receiving American Lithium Shares under the Arrangement will become shareholders of American Lithium. American Lithium is a corporation incorporated under the laws of the BCBCA.

The American Lithium Shares to be received by the Shareholders pursuant to the Arrangement are subject to different rights and obligations under the BCBCA than under the OBCA. See Appendix K for a comparison of certain of these rights and obligations. This summary is not intended to be

- 44 - exhaustive and Shareholders are encouraged to consult with their legal advisors for greater detail with respect to these differences.

Board & Officers

The Purchaser will use commercially reasonable efforts to appoint or have elected to the Purchaser’s board of directors two director nominees to be selected by the Company. The Purchaser and the Company will also agree on two officer nominees to be selected by the Company and the Purchaser’s board of directors will use commercially reasonable efforts to appoint such senior officer nominees.

Officers & Employees

All officers and employees of the Company who are not terminated on the Effective Time will continue employment on substantially the same or more favourable terms than the current terms of employment with the Company or its subsidiaries.

Interests of Certain Persons in the Arrangement

In considering the Arrangement and the recommendations of the Board with respect to the Arrangement, Securityholders should be aware that certain directors and Senior Officers of the Company have certain interests that are, or may be, different from, or in addition to, the interests of other Securityholders generally, which may present them with actual or potential conflicts of interest in connection with the Arrangement. The Board is aware of these interests and considered them along with the other matters described above in “The Arrangement – Reasons for the Arrangement”. These interests include those described below.

Securities Held by Directors and Senior Officers of the Company

The table below sets out for each director and Senior Officer of the Company the number of Plateau Shares and Plateau Options beneficially owned or controlled or directed by each of them and their Associates and affiliates that will be entitled to be voted at the Meeting, as of March 26, 2021.

Name, Province and Country of Residence, and Number of Plateau Shares Position with the Company Plateau Options and % of Class(1)(2)

Dr. Laurence Stefan 1,126,000 5,880,849 common shares(3) (5.03%) Interim CEO, COO, President and Director Johannesburg, South Africa

Philip Gibbs 486,200 198,265 common shares(4) (0.17%) CFO Toronto, Ontario, Canada

- 45 - Name, Province and Country of Residence, and Number of Plateau Shares Position with the Company Plateau Options and % of Class(1)(2)

Alan Ferry 375,000 435,000 common shares (0.37%) Chairman Toronto, Ontario, Canada

Terrence O’Connor 860,000 358,050 common shares(5) (0.31%) Director Saskatoon, Saskatchewan, Canada

Maryse Bélanger 350,000 613,712 common shares (0.53%) Director Vancouver, British Columbia, Canada

Christian Milau 350,000 1,540,563 common shares (1.32%) Director Vancouver, British Columbia, Canada

Wayne Drier 330,000 1,674,290 common shares (1.43%) Director Vancouver, British Columbia, Canada

Alex Holmes 1,281,000 704,620 common shares (0.60%) Director Vancouver, British Columbia, Canada

Pamela Kinsman 111,440 130,320 common shares (0.11%) Corporate Secretary Vancouver, British Columbia, Canada

Total 5,269,640 11,535,669 common shares (9.88%)

Notes:

- 46 - (1) As a group, all current directors and Senior Officers beneficially own, directly or indirectly, or exercise control or discretion over, as of March 26, 2021, a total of 11,535,669 Plateau Shares, representing approximately 9.88% of the issued and outstanding Plateau Shares. Unless otherwise indicated, all securities are held directly. (2) Dr. Laurence Stefan holds 381,026 Plateau RSUs and nil Plateau DSUs; Philip Gibbs holds 68,898 Plateau RSUs and nil Plateau DSUs; Alan Ferry holds 26,284 Plateau RSUs and 94,889 Plateau DSUs; Terrence O’Connor holds 31,213 Plateau RSUs and 51,139 Plateau DSUs; Maryse Bélanger holds 11,710 Plateau RSUs and 51,139 Plateau DSUs; Christian Milau holds 11,710 Plateau RSUs and 51,139 Plateau DSUs; Wayne Drier holds 11,710 Plateau RSUs and 51,139 Plateau DSUs; Alex Holmes holds 301,808 Plateau RSUs and nil Plateau DSUs; and Pamela Kinsman holds 49,988 Plateau RSUs and nil Plateau DSUs. Immediately prior to the Effective Date, such directors and Senior Officers will receive RSU Consideration and DSU Consideration in exchange for their respective Plateau RSUs and Plateau DSUs, as the case may be. (3) Includes 1,800,000 Plateau Shares owned by the Gold Leaf Trust, a trust controlled by Dr. Laurence Stefan. (4) Includes 100,000 Plateau Shares owned by 1765271 Ontario Inc., a company controlled by Philip Gibbs. (5) Includes 133,333 Plateau Shares owned by TKLD Geological Inc., a company controlled by Terrence O’ Connor.

Employment Agreements and Compensation Bonus

The Company has entered into employment, consulting and management agreements (“Employment, Consulting and Management Agreements”) with the following Senior Officers of the Company which provide that, if there is a “change of control” of the Company and the Senior Officer is terminated within 12 months of the “change in control”, the Senior Officer would be entitled to receive the following respective amounts:

 Dr. Laurence Stefan – an amount equal to equal two times annual compensation;

 Philip Gibbs – an amount equal two times annual compensation;

 Terrence O’ Connor – an amount equal two times annual compensation; and

 Pamela Kinsman – an amount equal to twelve months salary plus one month salary for every year of service from the Effective Date, and the pro rata share of any bonus earned as at the date of termination.

The completion of the Arrangement would constitute a “change of control” of the Company.

Pursuant to the Employment, Consulting and Management Agreements, if the Arrangement is completed and the entitlements are triggered as described above following the completion of the Arrangement, the above-mentioned Senior Officers would be entitled to collectively receive aggregate cash compensation of approximately C$1,573,863, as follows, plus continuation of benefits for the applicable period or equivalent lump sum cash payment:

Name Change of Control Payment Dr. Laurence Stefan(1) $834,375 President & COO Philip Gibbs(2) $302,500 Chief Financial Officer Terrence O’Connor $283,200 Director and Technical Advisor

- 47 - Pamela Kinsman $153,788 Corporate Secretary

Notes: (1) This amount will be paid to Colibri Mining North S.A.C., a company controlled by Dr. Laurence Stefan. (2) This amount will be paid to 1765271 Ontario Inc., a company controlled by Philip Gibbs.

Bonus Payment

The Company has also entered into a consulting agreement with CROAM Capital Corp. who employs, Alex Holmes, a director of the Company, to provide advisory services to the Company. Pursuant to the consulting agreement, CROAM Capital Corp. is entitled to a C$400,000 cash bonus on the effective date in the event that the Arrangement closes. If the Arrangement does not close, CROAM Capital Corp. will be entitled to a cash bonus of C$150,000 instead, which represents the 2020 fiscal year short term incentive bonus payable to Alex Holmes.

Insurance Indemnification of Directors and Officers of the Company

The Arrangement Agreement provides that, the Purchaser will, or will cause Plateau and its subsidiaries to, maintain in effect without any reduction in scope or coverage for six years from the Effective Date customary policies of directors’ and officers’ liability insurance providing protection no less favourable to the protection provided by the policies maintained by Plateau and its subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date; provided, however, that the Purchaser acknowledges and agrees that prior to the Effective Date, Plateau may, in the alternative, purchase run off directors’ and officers’ liability insurance for a period of up to six years from the Effective Date with the prior written consent of the Purchaser, and further provided that in no event shall the Purchaser or Plateau be required to expend more than an amount per year equal to 150% of the current annual premiums paid by Plateau for such insurance.

Required Securityholder Approval of the Arrangement

At the Meeting, pursuant to the Interim Order, Securityholders will be asked to approve the Arrangement Resolution. The complete text of the Arrangement Resolution to be presented to the Meeting is set forth in Appendix A to this Circular. Each Securityholder as at the Record Date will be entitled to vote on the Arrangement Resolution. The Arrangement Resolution must be approved with the Required Securityholder Approval, that is, by at least (i) two-thirds of the votes cast on such resolution by Shareholders present in person or represented by proxy at the Meeting; (ii) two-thirds of the votes cast on such resolution by Securityholders present in person or represented by proxy at the Meeting voting together as a single class; and (iii) a majority of the votes cast by Shareholders other than votes attached to Plateau Shares required to be excluded pursuant to MI 61-101.

The Arrangement Resolution must receive the Required Securityholder Approval in order for the Company to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the terms of the Final Order.

- 48 - Court Approval of the Arrangement

Interim Order

The Arrangement requires approval by the Court under Section 182 of the OBCA. Prior to the mailing of this Circular, the Company obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters, including, but not limited to: (a) the Required Securityholder Approval; (b) the Dissent Rights for Registered Shareholders; (c) the notice requirements with respect to the presentation of the Final Hearing; (d) the ability of the Company to adjourn or postpone the Meeting from time to time in accordance with the terms of the Arrangement Agreement without the need for additional approval of the Court; and (e) the Record Date for the Shareholders entitled to notice of and to vote at the Meeting. A copy of the Interim Order is attached as Appendix C to this Circular.

Final Order

Subject to the terms of the Arrangement Agreement, following the approval of the Arrangement Resolution by Shareholders, the Company will make an application to the Court for the Final Order approving the Arrangement. The Final Hearing is expected to be heard on May 4, 2021 before the Court, by Zoom videoconference at Toronto, Ontario. A copy of the Notice of Application for the Final Order, including the details for joining the virtual hearing, is set forth in Appendix D to this Circular. Any Shareholder who wishes to appear or be represented and to present evidence or arguments at the Final Hearing must serve and file a Notice of Appearance as set out in the Interim Order and satisfy any other requirements of the Court. At the Final Hearing, the Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement (with the consent of the Company and the Purchaser, each acting reasonably) in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. In the event that the Final Hearing is postponed, adjourned or rescheduled then, subject to any further order of the Court, only those persons having previously served a Notice of Appearance in compliance with the Notice of Application and the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

Dissenting Shareholders’ Rights

Registered Shareholders who wish to dissent should take note that strict compliance with the Dissent Procedures is required.

Registered Shareholders as of the close of business on the Record Date have been provided with the right to dissent in respect of the Arrangement Resolution in the manner provided in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement (the “Dissent Rights”). The following description of the Dissenting Shareholders is not a comprehensive statement of the Dissent Rights, appraisal rights or the Dissent Procedures and is qualified in its entirety by the reference to in Section 185 of the OBCA which is attached to this Circular as Appendix J, as modified by the Plan of Arrangement and the Interim Order. The statutory provisions dealing with the right of dissent are technical and complex. A Dissenting Shareholder who intends to exercise the Dissent Rights should carefully consider and comply with the provisions of section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order and seek legal advice. Failure to comply strictly with the provisions of the OBCA, as modified by the Plan of Arrangement and the Interim Order, and to adhere to the procedures established therein may result in the loss of all rights thereunder. It is a condition to completion of the Arrangement in favour of the

- 49 - Purchaser that Dissent Rights shall not have been exercised in respect of more than 10% of the issued and outstanding Plateau Shares.

Any Registered Shareholder as of the Record Date who validly exercises Dissent Rights (a “Dissenting Shareholder”) may be entitled, in the event the Arrangement becomes effective, to be paid by the Purchaser fair value of the Plateau Shares held by such Dissenting Shareholder, which fair value, notwithstanding anything to the contrary contained in Section 185 of the OBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted. A Dissenting Shareholder will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Plateau Shares. Shareholders are cautioned that fair value could be determined to be less than the fair value of the Consideration pursuant to the terms of the Arrangement.

Section 185 of the OBCA provides that a Dissenting Shareholder may only make a claim under that section with respect to all of the Plateau Shares held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the Dissenting Shareholder’s name. One consequence of this provision is that a Registered Shareholder may exercise Dissent Rights only in respect of Plateau Shares that are registered in that Registered Shareholder’s name.

In many cases, Plateau Shares beneficially owned by a Beneficial Shareholder are registered either: (a) in the name of an Intermediary; or (b) in the name of a clearing agency (such as CDS) of which the Intermediary is a participant. Accordingly, a Beneficial Shareholder will not be entitled to exercise its Dissent Rights directly. A Beneficial Shareholder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Beneficial Shareholder deals in respect of its Plateau Shares and instruct the Intermediary to exercise Dissent Rights on the Beneficial Shareholder’s behalf (which, if the Plateau Shares are registered in the name of CDS or other clearing agency, may require that such Plateau Shares first be re-registered in the name of the Intermediary).

A Registered Shareholder as of the close of business on the Record Date who wishes to dissent must provide a written notice of dissent (a “Dissent Notice”) to Blake, Cassels and Graydon LLP, by mail: 199 Bay Street, Suite 4000, Commerce Court West, Toronto, Ontario M5L 1A9 or by email: [email protected], Attention: Ryan Morris to be received not later than 5:00 p.m. (Toronto time) on April 29, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting). Failure to properly exercise Dissent Rights may result in the loss or unavailability of the right to dissent.

The filing of a Dissent Notice does not deprive a Registered Shareholder of the right to vote at the Meeting. However, no Registered Shareholder who has voted FOR the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to its Plateau Shares. A vote against the Arrangement Resolution, an abstention from voting, or a proxy submitted instructing a proxyholder to vote against the Arrangement Resolution does not constitute a Dissent Notice, but a Registered Shareholder need not vote its Plateau Shares against the Arrangement Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote FOR the Arrangement Resolution does not constitute a Dissent Notice. However, any proxy granted by a Registered Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxyholder from voting such Plateau Shares in favour of the Arrangement Resolution and thereby causing the Registered Shareholder to forfeit his, her or its Dissent Rights.

- 50 - Within 10 days after the Shareholders adopt the Arrangement Resolution, the Company is required to notify each Dissenting Shareholder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Shareholder who voted FOR the Arrangement Resolution or who has withdrawn its Dissent Notice.

A Dissenting Shareholder who has not withdrawn its Dissent Notice prior to the Meeting must then, within 20 days after receipt of notice that the Arrangement Resolution has been adopted, or if a Dissenting Shareholder does not receive such notice, within 20 days after learning that the Arrangement Resolution has been adopted, send to the Company a written notice containing his or her name and address, the number Plateau Shares in respect of which he or she dissents (the “Dissenting Shares”), and a demand for payment of the fair value of such Plateau Shares (the “Demand for Payment”). Within 30 days after sending a Demand for Payment, a Dissenting Shareholder must send to the Company certificates representing the Plateau Shares in respect of which he or she dissents. The Company will, or will cause its Transfer Agent to, endorse on the applicable share certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return such Share certificates to a Dissenting Shareholder.

Failure to comply with the requirements set forth in subsections 185(6), (10) and (11) of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of any right to dissent.

After sending a Demand for Payment, a Dissenting Shareholder ceases to have any rights as a Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares held by such Dissenting Shareholder, except where: (a) a Dissenting Shareholder withdraws its Dissent Notice before the Purchaser makes an offer to pay (an “Offer to Pay”); or (b) the Purchaser fails to make an Offer to Pay and a Dissenting Shareholder withdraws the Demand for Payment, in which case a Dissenting Shareholder’s rights as a Shareholder will be reinstated as of the date of the Demand for Payment.

Pursuant to the Plan of Arrangement, in no case shall the Purchaser, the Company or any other Person be required to recognize holders of Plateau Shares who exercise Dissent Rights as holders of Plateau Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Plateau Shares who exercise Dissent Rights shall be deleted from the central securities register as holders of Plateau Shares at the Effective Time and the Company shall be recorded as the registered holder of the Plateau Shares so transferred and such Plateau Shares will be cancelled.

Pursuant to the Plan of Arrangement, Dissenting Shareholders who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as any Shareholder who is not a Dissenting Shareholder and shall be entitled to receive only the consideration that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights.

The Company is required, not later than seven days after the later of the Effective Date or the date on which a Demand for Payment is received from a Dissenting Shareholder, to send to each Dissenting Shareholder who has sent a Demand for Payment an Offer to Pay for its Dissenting Shares in an amount considered by the Board to be the fair value of the Plateau Shares, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay for Shares of the same class must be on the same terms. The Company must pay for the Dissenting Shares of a Dissenting Shareholder

- 51 - within 10 days after an Offer to Pay has been accepted by a Dissenting Shareholder, but any such offer lapses if the Company does not receive an acceptance within 30 days after the Offer to Pay has been made.

If the Company fails to make an Offer to Pay for Dissenting Shares, or if a Dissenting Shareholder fails to accept an Offer to Pay that has been made, the Company may, within 50 days after the Effective Date or within such further period as a court may allow, apply to a court to fix a fair value for the Dissenting Shares. If the Company fails to apply to a court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow. A Dissenting Shareholder is not required to give security for costs in such an application.

Before the Company makes an application to a court or not later than seven days after a Dissenting Shareholder makes an application to a court, the Company will be required to give notice to each Dissenting Shareholder of the date, place and consequences of the application and of its right to appear and be heard in person or by counsel. Upon an application to a court, all Dissenting Shareholders who have not accepted an Offer to Pay will be joined as parties and be bound by the decision of the court. Upon any such application to a court, the court may determine whether any Person is a Dissenting Shareholder who should be joined as a party, and the court will then fix a fair value for the Dissenting Shares of all Dissenting Shareholders. The final order of a court will be rendered against the Company in favour of each Dissenting Shareholder for the amount of the fair value of its Dissenting Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment.

There can be no assurance that the fair value of Dissenting Shares as determined under the applicable provisions of the OBCA, as modified by the Interim Order and the Plan of Arrangement, will be greater than or equal to the Consideration under the Arrangement Agreement. Judicial determination of fair value could delay payment of Consideration in respect of Dissenting Shares.

The foregoing is only a summary of the provisions of the OBCA regarding the rights of Dissenting Shareholders (as modified by the Plan of Arrangement and the Interim Order), which are technical and complex. Shareholders are urged to review a complete copy of Section 185 of the OBCA, attached as Appendix J to this Circular, and those Shareholders who wish to exercise Dissent Rights are also advised to seek legal advice, as failure to comply strictly with the provisions of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss or unavailability of their Dissent Rights.

MI 61-101

The Company is a reporting issuer (or its equivalent) in Ontario, British Columbia, Alberta and, accordingly, is subject to MI 61-101. MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among security holders, generally requiring enhanced disclosure, approval by a majority of security holders excluding interested parties and/or, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to “business combinations” (as defined in MI 61-101) that terminate the interests of security holders without their consent.

MI 61-101 provides that, in certain circumstances, where a “related party” (as defined in MI 61-101) of an issuer is entitled to receive a “collateral benefit” (as defined in MI 61-101) in connection with an

- 52 - arrangement transaction (such as the Arrangement), such transaction may be considered a “business combination” for the purposes of MI 61-101 and subject to minority approval requirements.

A “collateral benefit”, as defined in MI 61-101, includes any benefit that a related party of the Company (which includes the directors and Senior Officers of the Company) is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancement in benefits related to past or future services as an employee, director or consultant of the Company. However, such a benefit will not constitute a “collateral benefit” provided that certain conditions are satisfied.

Under MI 61-101, a benefit received by a related party of the Company is not considered to be a “collateral benefit” if the benefit is received solely in connection with the related party’s services as an employee, director or consultant of the Company or an affiliated entity and (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the Arrangement, (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the Arrangement in any manner, (iii) full particulars of the benefit are disclosed in disclosure document for the transaction, and (iv) either (A) at the time the Arrangement was agreed to, the related party and its associated entities beneficially owned or exercised control or direction over less than 1% of the outstanding Plateau Shares, or (B) (x) the related party discloses to an independent committee of the Company the amount of consideration that the related party expects it will be beneficially entitled to receive, under the terms of the Arrangement, in exchange for the Plateau Shares beneficially owned by the related party, (y) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value referred to in (B) (x), and (z) the independent committee’s determination is disclosed in this Circular.

If a “related party” receives a “collateral benefit” in connection with the Arrangement, the Arrangement Resolution will also require “minority approval” in accordance with MI 61-101. If “minority approval” is required, the Arrangement Resolution must also be approved by a majority of the votes cast, excluding those votes beneficially owned, or over which control or direction is exercised, by the “related parties” of the Company who receive a “collateral benefit” in connection with the Arrangement.

Dr. Laurence Stefan, Interim Chief Executive Officer, Chief Operating Officer, President and a Director of the Company, beneficially owns or exercises control or direction over more than 1% of the Plateau Shares (calculated in accordance with the provisions of MI 61-101) and will receive a change of control payment under the service contract with Colibri Mining North S.A.C., a corporation controlled by Dr. Laurence Stefan (totaling approximately C$834,375). Accordingly, the change of control payment Mr. Laurence Stefan will receive as a result of the completion of the Arrangement constitutes a collateral benefit under MI 61-101. In this regard, any Plateau Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by Mr. Laurence Stefan must be excluded for purposes of determining whether minority approval of the Arrangement Resolution has been obtained. As of the Record Date, Mr. Laurence Stefan holds, or exercised control or direction over, directly or indirectly 5,880,849 Plateau Shares and 1,126,000 Plateau Options. As a result, a total of 5,880,849 Plateau Shares and 1,126,000 Plateau Options will be excluded from the “minority approval” vote conducted pursuant to MI 61-101.

The Company is not required to obtain a formal valuation under MI 61-101 as no “interested party” (as defined in MI 61-101) of the Company is, as a consequence of the Arrangement, directly or indirectly acquiring the Company or its business and neither the Arrangement nor the transactions contemplated

- 53 - thereunder is a “related party transaction” for which the Company would be required to obtain a formal valuation. In any event, the Company is not listed on a “specified market”, and therefore would be exempted from the requirement to obtain a formal valuation.

To the knowledge of the directors and Senior Officers of the Company, after reasonable enquiry, there have been no prior valuations (as defined in MI 61-101) prepared in respect of the Company within the 24 months preceding the date of this Circular.

See “The Arrangement — Interests of Certain Persons in the Arrangement” in this Circular for detailed information regarding the benefits and other payments to be received by each of the directors and Senior Officers in connection with the Arrangement.

Stock Exchange Delisting and Reporting Issuer Status

The Plateau Shares will be delisted from the TSXV as soon as practicable following the completion of the Arrangement. Following the Effective Date, it is expected that the Purchaser will cause the Company to apply to cease to be a reporting issuer under the securities legislation of each of the provinces in Canada under which it is currently a reporting issuer (or equivalent) or take or cause to be taken such other measures as may be appropriate to ensure that the Company is not required to prepare and file continuous disclosure documents.

Regulatory Approvals Stock Exchange Approval The American Lithium Shares are listed and posted for trading on the TSXV, on the OTCQB in the U.S. and the Frankfurt Stock Exchange in Germany. It is a condition of the Arrangement that the TSXV shall have conditionally approved for listing the American Lithium Shares to be issued or made issuable in connection with the Arrangement. Further, American Lithium will use its commercially reasonable efforts to list the American Lithium Consideration Warrants on the TSXV, subject to standard listing requirements.

The TSXV has conditionally approved the listing of the American Lithium Shares to be issued under the Arrangement and issuable on the exercise of the Replacement Options, the Plateau Warrants and the American Lithium Consideration Warrants after completion of the Arrangement, subject to filing certain documents following the closing of the Arrangement. It is also a condition to the completion of the Arrangement that the TSXV approve the transactions contemplated thereby. In a letter dated February 17, 2021, the TSXV conditionally approved the Arrangement, subject to the delivery of certain closing documentation on behalf of American Lithium. Regulatory Law Matters and Securities Law Matters Key Regulatory Approvals in respect of the Arrangement include, but are not limited to, (i) in relation to Plateau, the approval of the TSXV in respect of the Arrangement and the Required Securityholder Approval and (ii) in relation to American Lithium, the approval of the TSXV for the issuance and listing of the American Lithium Shares and the American Lithium Shares issuable on the exercise of the Replacement Options, the Plateau Warrants and the American Lithium Consideration Warrants. Other than the Key Regulatory Approvals, Plateau is not aware of any material approval, consent or other action by any

- 54 - federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained in order to complete the Arrangement. In the event that any such approvals or consents are determined to be required, such approvals or consents will be sought. Any such additional requirements could delay the Effective Date or prevent the completion of the Arrangement. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, Plateau currently anticipates that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date. Subject to receipt of the Required Securityholder Approval at the Meeting, receipt of the Final Order and the satisfaction or waiver of all other conditions specified in the Arrangement Agreement, the Effective Date is expected to be on or about May 11, 2021. Canadian Securities Law Matters Each Shareholder is urged to consult with their professional advisors to determine the Canadian conditions and restrictions applicable to trades in the American Lithium Shares. Status under Canadian Securities Laws Plateau is a reporting issuer in British Columbia, Alberta and Ontario. The Plateau Shares currently trade on the TSXV. After the Arrangement, Plateau will be an indirect wholly-owned subsidiary of American Lithium, the Plateau Shares will be delisted from the TSXV (delisting is anticipated to be effective two or three Business Days following the Effective Date) and American Lithium expects to apply to the applicable Canadian securities regulators to have Plateau cease to be a reporting issuer. Distribution and Resale of American Lithium Shares under Canadian Securities Laws The distribution of the American Lithium Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian Securities Laws and is exempt from or otherwise is not subject to the registration requirements under applicable Canadian Securities Laws. The American Lithium Shares received pursuant to the Arrangement will not be legended and may be resold through registered dealers in each of the provinces of Canada provided that (i) the trade is not a “control distribution” as defined National Instrument 45-102 “Resale of Securities” of the Canadian Securities Administrators, (ii) no unusual effort is made to prepare the market or to create a demand for the American Lithium Shares, as the case may be, (iii) no extraordinary commission or consideration is paid to a person or company in respect of such sale, and (iv) if the selling security holder is an insider or officer of American Lithium, the selling security holder has no reasonable grounds to believe that American Lithium is in default of applicable Canadian Securities Laws.

THE ARRANGEMENT AGREEMENT

The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The following is a summary of the principal terms of the Arrangement Agreement and does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement, which is incorporated by reference herein and has been filed by the Company under its SEDAR profile at www.sedar.com and to the Plan of Arrangement, which is attached hereto as Appendix B Capitalized terms used but not otherwise defined herein have the meanings set out in the Arrangement Agreement and the Plan of Arrangement.

- 55 - Conditions to Closing

The completion of the transactions contemplated by the Arrangement Agreement are subject to the fulfilment, on or before the Effective Time, of a number of conditions including, among other things: (i) the approval of the Arrangement Resolution with the Required Securityholder Approval at the Meeting; (ii) the Final Order being obtained on terms consistent with the Arrangement Agreement; (iii) the Articles of Arrangement, to be sent to and filed with the director in accordance with the Arrangement Agreement and the OBCA, are in form and content satisfactory to the Purchaser and the Company;(iv) there existing no prohibition at Law that makes the Arrangement illegal or otherwise prohibits completion of the Arrangement or the payment of the Consideration; (v) obtaining of Key Regulatory Approvals; (vi) obtaining of Key Third Party Consents; (vii) the American Lithium Shares and American Lithium Consideration Warrants to be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act; (viii) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and shall not be subject to resale restrictions under applicable Canadian securities laws; (ix) compliance in all material respects by the Company and the Purchaser with all covenants required to be performed under the Arrangement Agreement, subject to certain qualifications; (x) the representations and warranties of the Company and the Purchaser contained in the Arrangement Agreement being true and correct as of the Effective Date, subject to certain qualifications; and (xi) no Material Adverse Effect with respect to either party having occurred.

Completion of the Arrangement Agreement is subject to number of additional conditions precedent, of which the following are for the exclusive benefit of the Purchaser and may be waived by the Purchaser. The conditions include, among other things, (i) each of the directors of the Company shall have provided their resignations and delivered mutual releases in favour of the Company and the Purchaser; (ii) any current officers and consultants of the Company who are not to be officers or consultants of the Company or the Purchaser following closing of the Arrangement shall have executed resignations and releases; and (iii) Dissent Rights not having been exercised in respect of more than 10% of the Plateau Shares.

Completion of the Arrangement Agreement is also subject to number of additional conditions precedent, of which the following are for the exclusive benefit of the Company and may be waived by the Company. The conditions include, among other things (i) the Purchaser shall have delivered evidence satisfactory to the Company of the approval of the listing on the TSXV of American Lithium Shares comprising the Consideration for the Arrangement subject only to the satisfaction of standard listing conditions; and (iii) the board of directors of the Purchaser having been constituted to include two nominees of the Company, with management of the Purchaser including two senior officers nominated by the Company that are eligible to serve as a director of the Purchaser under applicable Law and are acceptable to the TSXV.

Mutual Covenants

Each of the Parties has given usual and customary mutual covenants for an agreement of the nature of the Arrangement Agreement, including, among other things, (i) a mutual covenant to use commercially reasonable efforts to satisfy the conditions precedent to their respective obligations under the Arrangement Agreement; (ii) obtain all Key Regulatory Approvals required to be obtained; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required for the

- 56 - Arrangement; (iv) oppose, lift or rescind any injunction or restraining order seeking to stop, or otherwise adversely affecting the ability to complete the Arrangement; and (iv) to co-operate with the other Party in connection with the performance of their obligations under Arrangement Agreement.

Covenants of the Company

The Company has given, in favour of the Purchaser, usual and customary covenants for an agreement of the nature of the Arrangement Agreement, including, among other things, covenants to (i) conduct its business in the ordinary course consistent with past practice; (ii) not amend its organizational documents or its authorized share structure; (iii) not sell or otherwise transfer any assets, properties, interest or businesses; (iv) not acquire, any assets, securities, properties, interests, or other business organization or make any investment for an amount greater than $100,000; (v) not to incur or discharge any indebtedness or material liabilities; (vi) not to grant any increase in compensation, grant or payment or increase any benefits or bonus levels to the directors, officers and employees of the Company, subject to certain exceptions; (vii) not to settle, pay or release (A) any material action, claim or proceeding brought against the Company or (B) any action, claim or proceeding brought by any present, former Securityholder in connection with the Arrangement; (viii) not enter into any agreement or arrangement that limits the Company from competing in any manner; (ix) not enter into or modify any material contract; (x) not satisfy or settle any claim or dispute, relinquish, settle or waive any rights, individually or in the aggregate, in an amount in excess of $50,000; (xi) not to enter into any interest rate, currency or commodity swaps, hedges or other similar financial instruments for speculative purposes; (xii) not to take certain actions in relation to the Company’s taxes; (xiii) not to take any action or fail to take any action which result in the loss of any material benefit or permit; and (xiv) take any action or fail to take any action that would prevent, delay or impede the ability of the Company to consummate the Arrangement.

The Company has further agreed that it will perform all obligations by it under the Arrangement Agreement and to carry out and give effect to the Arrangement, including, among other things, (i) using commercially reasonable efforts to obtain all Key Regulatory Approvals and Key Third Party Consents; (ii) to defend all proceedings challenging the Arrangement; (iii) make available all information reasonably requested by the Purchaser for the purposes of the Arrangement; (iv) allow representatives of the Purchaser to speak to any motion relating to the Arrangement Resolution; and (iv) to assist in effecting the resignations of and the signing of mutual releases by each member of the Board and each Terminated Employee

Covenants of the Purchaser

The Purchaser has given, in favour of the Company, usual and customary covenants for an agreement of the nature of the Arrangement Agreement, including, among other things, covenants to (i) apply for and use its commercially reasonable efforts to obtain all Key Regulatory Approvals; (ii) to pay the Consideration; (iii) not to take any action that would prevent, delay or impede the ability of the Purchaser to consummate the Arrangement; (iv) not to amend its organizational documents, its authorized share structure or its accounting policies; (v) not to declare any dividends; (vi) to conduct its business in the ordinary course consistent with past practice; (vii) to preserve intact its business organizations, assets, goodwill, services and relationships; (viii) to prepare and file with the applicable Governmental Entities all necessary applications required in order to permit the issue of American Lithium Shares upon the conversion of American Lithium Warrants and the exercise of the Replacement Options, and (ix) use commercially reasonable efforts to list the American Lithium Consideration Warrants on the TSXV.

- 57 - Non-Solicitation and Right to Match

The Arrangement Agreement contains standard exclusivity and non-solicitation provisions with respect to the Company, with the customary right to respond to an acquisition proposal if it is determined that such proposal would reasonably be expected to lead to a Superior Proposal. Prior to entering into a Superior Proposal, the Company must first provide the Purchaser with the opportunity to match any such Superior Proposal for a period of four business days.

Termination of Arrangement Agreement

The Arrangement Agreement may be terminated prior to the Effective Time by the mutual written consent of the Parties. The Arrangement Agreement can also be terminated by mutual written agreement or by either Party if the Arrangement has not been completed on or before August 31, 2021, if the Arrangement is made illegal or prohibited by law, or if the Shareholders do not approve the Arrangement.

The Company can terminate the Arrangement Agreement in a number of situations, including (i) if the Company enters into a binding written agreement relating to a Superior Proposal; (ii) if any of the mutual covenants or the covenants of the Purchaser are not satisfied by August 31, 2021; (iii) if the Purchaser is in breach of any representation or warranty or fails to perform any covenant or agreement set forth in the Arrangement Agreement which would cause any condition precedents not to be satisfied and such conditions precedent are incapable of being satisfied by August 31, 2021; (iv) a Material Adverse Effect in respect of the Purchaser has occurred and is continuing or (iv) if the Company enters into an agreement with respect to a Superior Proposal and pays the Termination Fee to the Purchaser.

The Purchaser can terminate the Arrangement Agreement in a number of situations, including (i) if there is a Change in Recommendation by the Company; (ii) if the conditions of the Arrangement Agreement are not satisfied by August 31, 2021; (iii) if the Company is in breach of any representation or warranty or fails to perform any covenant or agreement set forth in the Arrangement Agreement which would cause any condition precedents not to be satisfied and such conditions precedent are incapable of being satisfied by August 31, 2021; (iv) if the Company in breach of the non-solicitation provisions; (v) if the Meeting has not occurred by May 30, 2021; (vi) if the Company enters into a binding written agreement relating to a Superior Proposal; or (vii) a Material Adverse Effect in respect of the Company has occurred and is continuing.

The Arrangement Agreement contains a Termination Fee equal to C$3,250,000 payable by the Company to the Purchaser. The Termination Fee is payable if (i) the Company terminates the Arrangement Agreement to enter into a Superior Proposal; (ii) the Purchaser terminates the Arrangement Agreement due to a Change in Recommendation or due to the Company entering into a binding written agreement relating to a Superior Proposal; (iii) the Purchaser terminates the Arrangement Agreement as a result of the Company being in breach of the Arrangement Agreement’s non-solicitation provisions; or (iv) a Party terminates the Arrangement Agreement due to the Arrangement not having occurred before August 31, 2021, the Meeting not having occurred on or before May 30, 2021 or the Arrangement Resolution having failed to obtain Securityholder approval, but only if prior to the earlier termination of the Arrangement Agreement or the holding of the Meeting, a bona fide Acquisition Proposal, or the intention to make an Acquisition Proposal, with respect to Plateau shall have been made to the Company and publicly announced or publicly disclosed by a person and within 365 days following the date of such termination (A) an Acquisition Proposal is consummated by the Company or (v) the Company and/or one of its

- 58 - subsidiaries enters into a definition agreement in respect of, or the Board approves or recommends, an Acquisition Proposal which is subsequently consummated at any time thereafter.

Amendments

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting, but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, subject to Final Order and applicable law, without limitation (i) change the time for performance of any of the obligations or acts of the Parties; (ii) waive any inaccuracies or modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant thereto; (iii) waive compliance with or modify any of the covenants contained in the Arrangement Agreement; and (iv) waive or modify performance of any of the obligations of the Parties; and/or waive compliance with or modify any mutual conditions precedent contained in the Arrangement Agreement.

Expenses

Except as expressly otherwise provided in the Arrangement Agreement, all fees, costs and expenses incurred in connection with the Arrangement Agreement and the Arrangement shall be paid by the Party incurring such fees, costs or expenses.

RISKS ASSOCIATED WITH THE ARRANGEMENT

In evaluating the Arrangement, Securityholders should carefully consider the following risk factors relating to the Arrangement. The following risk factors are not a definitive list of all risk factors associated with the Arrangement. Additional risks and uncertainties, including those currently unknown or considered immaterial by Plateau, may also adversely affect the trading price of the Plateau Shares, the American Lithium Shares and/or the businesses of Plateau and American Lithium following the Arrangement. In addition to the risk factors relating to the Arrangement set out below, Securityholders should also carefully consider the risk factors associated with the businesses of Plateau and American Lithium under the headings “Information Concerning the Combined Company” and “Information Concerning the Purchaser” in this Circular and in the documents incorporated by reference herein. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated. The risks associated with the Arrangement include:

The Arrangement Agreement may be terminated in certain circumstances

American Lithium has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can Plateau provide any assurance, that the Arrangement Agreement will not be terminated by American Lithium before the completion of the Arrangement.

If the Arrangement Agreement is terminated, there is no assurance that the Board will be able to find a party willing to pay an equivalent or greater price than the Consideration to be paid pursuant to the terms of the Arrangement Agreement.

- 59 - There can be no certainty that all conditions precedent to the Arrangement will be satisfied.

The completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of Plateau, including receipt of the Final Order. There can be no certainty, nor can Plateau provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Arrangement is not completed, the market price of the Plateau Shares may decline to the extent that the current market price reflects a market assumption that the Arrangement will be completed.

The issue of American Lithium Shares under the Arrangement and their subsequent sale may cause the market price of American Lithium Shares to decline from current or anticipated levels

Pursuant to the Arrangement, Shareholders will receive 0.29 of an American Lithium Share and 0.145 of an American Lithium Consideration Warrant in exchange for each Plateau Share held. The market value of the American Lithium Shares at the Effective Time may vary significantly from the market value of the American Lithium Shares immediately prior to the announcement of the Arrangement and at the date of this Circular. If the market value of American Lithium Shares declines, the value of the Consideration received by Shareholders will decline as well. Variations may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of American Lithium, Plateau and the Combined Company, regulatory considerations, general market and economic conditions, changes in lithium prices and other factors over which neither Plateau nor American Lithium has control.

Plateau and American Lithium may not realize the benefits currently anticipated due to challenges associated with integrating the operations, technologies and personnel of Plateau and American Lithium.

The anticipated success of American Lithium with respect to the acquisition of Plateau will depend in large part on the success of management of American Lithium in integrating the operations, technologies and personnel of Plateau with those of American Lithium after the Effective Date. The failure of American Lithium to achieve such integration could result in the failure of American Lithium to realize the anticipated benefits of the Arrangement and could impair the results of operations, profitability and financial results of American Lithium and the Combined Company.

The overall integration of the operations, technologies and personnel of Plateau into American Lithium may also result in unanticipated operational problems, expenses, liabilities and diversion of management’s time and attention.

Plateau will incur costs even if the Arrangement is not completed and may have to pay the Termination Fee.

Certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by Plateau and American Lithium even if the Arrangement is not completed. Plateau and American Lithium are each liable for their own costs incurred in connection with the Arrangement. If the Arrangement is not completed, Plateau may be required to pay American Lithium the Termination Fee. See “The Arrangement – The Arrangement Agreement – Termination” in this Circular.

The Termination Fee provided under the Arrangement Agreement may discourage other parties from attempting to acquire Plateau.

- 60 - Under the Arrangement Agreement, Plateau would be required to pay a Termination Fee of C$3,250,000 if the Arrangement Agreement is terminated in certain circumstances. This Termination Fee may discourage other parties from attempting to acquire Plateau Shares or otherwise making an Acquisition Proposal to Plateau, even if those parties would otherwise be willing to offer greater value to Shareholders than that offered by American Lithium under the Arrangement.

Shareholders will receive a fixed number of American Lithium Shares.

Shareholders will receive a fixed number of American Lithium Shares under the Arrangement, rather than American Lithium Shares with a fixed market value. Because the number of American Lithium Shares to be received in respect of each Plateau Share under the Arrangement will not be adjusted to reflect any change in the market value of the American Lithium Shares or the Plateau Shares, the market value of American Lithium Shares received under the Arrangement may vary significantly from the market value at the dates referenced in this Circular. If the market price of the American Lithium Shares relative to the market price of Plateau Shares increases or decreases, the value of the Consideration that Shareholders receive pursuant to the Arrangement will correspondingly increase or decrease. There can be no assurance that the market price of the American Lithium Shares relative to the market price of the Plateau Shares on the Effective Date will not be lower than the relative market prices of such shares on the date of the completion of the Arrangement. In addition, the number of American Lithium Shares being issued in connection with the Arrangement will not change despite decreases or increases in the market price of Plateau Shares. Many of the factors that affect the market price of the American Lithium Shares and the Plateau Shares are beyond the control of American Lithium and Plateau, respectively. These factors include fluctuations in commodity prices, fluctuations in currency exchange rates, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations.

The market price for the Plateau Shares may decline.

If the Arrangement is not approved by the Securityholders, the market price of the Plateau Shares may decline to the extent that the current market price of the Plateau Shares reflects a market assumption that the Arrangement will be completed. If the Arrangement Resolution is not approved and the Board decides to seek another merger or Arrangement, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid pursuant to the Arrangement.

Directors and officers of Plateau have interests in the Arrangement that may be different from those of Shareholders generally.

In considering the recommendation of the Board with respect to the Arrangement, Securityholders should be aware that certain members of Plateau’s senior management and the Board have certain interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement. See “The Arrangement – Interests of Certain Persons in the Arrangement” in this Circular.

- 61 - INFORMATION CONCERNING PLATEAU

General

Plateau Energy Metals is a Canadian based junior resource company focused on the advancement of its two Preliminary Economic Assessment stage projects located in the Puno province in south-eastern Peru: the Falchani lithium project (“Falchani Lithium Project”), a high grade volcanic tuff hard rock lithium project and the Macusani uranium project (“Macusani Uranium Project”). The Falchani Lithium Project is approximately 25 kilometres south east of the Macusani Uranium Project, with both projects situated near significant infrastructure.

Plateau’s head office is at 141 Adelaide Street West, Suite 340 Toronto, Ontario M5H 3L5.

The common shares of the Company trade under the symbol “PLU” on the TSXV in Canada and “PLUUF” on the OTCQB in the United States.

Price Range and Trading Volume

The following table shows the high and low trading prices and monthly trading volume of the Plateau Shares on the TSXV for the six-month period preceding the date of this Circular:

Date High Low Volume March 1 – March $0.82 $0.56 5,795,235 30, 2021 February, 2021 $0.98 $0.445 17,411,997 January, 2021 $0.53 $0.37 5,458,912 December, 2020 $0.49 $0.265 5,243,371 November, 2020 $0.30 $0.20 1,880,296 October, 2020 $0.25 $0.20 2,413,360 September, 2020 $0.33 $0.265 1,592,519

The closing price of the Plateau Shares on the TSXV on March 30, 2021 was $0.60. The closing price of the Plateau Shares on the TSXV on February 8, 2021, the last trading day prior to the announcement of the Arrangement, was $0.60.

If the Arrangement is completed, all of the Plateau Shares will be owned by American Lithium and will be delisted from the TSXV, subject to the rules and policies of the TSXV.

Material Changes in the Affairs of the Company

To the knowledge of the directors and Senior Officers of the Company and except as publicly disclosed or otherwise described in this Circular, there are no plans or proposals for material changes in the affairs of the Company.

- 62 - Promissory Note

The Company has an outstanding promissory note in the amount of $200,000 owing. The promissory note bears an interest of 12% per annum and as a result of an extension agreement has a maturity date of June 27, 2021.

Previous Purchases and Sales

The following Plateau Shares or other securities of the Company have been issued by the Company during the 12-month period preceding the date of this Circular:

Date/ Purpose of Description of Securities Issued Number of Securities Price per Issuance Security Each unit consists of one Plateau Share 13,338,006 units C$0.19 per April 27, 2020 and one non-transferable common share unit Non-Brokered purchase warrant with an exercise price of Private Placement C$0.40 per warrant until April 27, 2024. Each unit consists of one Plateau Share 1,874,217 units C$0.19 per May 12, 2020 and one non-transferable common share unit Non-Brokered purchase warrant with an exercise price of Private Placement C$0.40 per warrant until May 12, 2024. Each unit consists of one Plateau Share 4,150,000 units C$0.21 per May 13, 2020 and one non-transferable common share unit Non-Brokered purchase warrant with an exercise price of Private Placement C$0.40 per warrant until May 13, 2024. December 9, 2020 Restricted Share Units 1,074,387 RSUs

RSU Grants December 9, 2020 Deferred Share Units 299,445 DSUs

DSU Grants December 9, 2020 Plateau Options 1,182,855 Options

Options

Previous Distribution

For the five years preceding the date of this Circular, Plateau has completed the following distributions of Plateau Shares:

Date Description Number of Securities Details Exercise of warrants Issuance of 5,109,304 Exercise price of Plateau Shares. C$0.40.

- 63 - During the three Exercise of warrants Issuance of 5,806,274 Exercise prices of months ended Plateau Shares. C$0.90, C$0.50, and March 31, 2021. C$0.40. Exercise of warrants Issuance of 550,000 Exercise price of Plateau Shares. C$0.50. Exercise of warrants Issuance of 389,590 Exercise prices of Plateau Shares. C$0.50 and C$0.40. February 8, 2021 Issuance in connection Issuance of 52,006 Plateau Deemed price of with a “Shares for Shares. C$0.2659. Services” agreement to FoxRock Investments Ltd. May 13, 2020 Non-brokered private Issuance of 4,150,000 Price of C$0.21 per placements Plateau Shares. unit. May 12, 2020 Brokered private Issuance of 1,874,217 Price of C$0.19 per placement Plateau Shares unit. April 27, 2020 Brokered private Issuance of 13,338,006 Price of C$0.19 per placement Plateau Shares unit. September 17, Non-brokered private Issuance of 6,000,000 Price of C$0.25 per 2019 placement of units. Plateau Shares. unit. During the year Exercise of warrants Issuance of 1,904,413 Exercise price of ended September Plateau Shares. C$0.50. 30, 2019 Settlement of fees for Issuance of 112,325 Deemed price of services Plateau Shares. C$0.6677. Grant of bonus Plateau Issuance of 633,333 Deemed price of Shares. Plateau Shares. C$0.75. Nov. 1, 2018 Brokered private Issuance of 5,272,106 Price of C$0.95 per placement of units Plateau Shares. unit. During the year Exercise of warrants Issuance of 1,782,544 Exercise price of ended September Plateau Shares. C$0.65. 30, 2018 Exercise of warrants Issuance of 977,916 Exercise price of Plateau Shares. C$0.50. Exercise of options Issuance of 337,500 With a weighted Plateau Shares. exercise price of C$0.49 May 15, 2018 Non-brokered private Issuance of 4,295,097 Price of C$0.60 per placement of units Plateau Shares unit. November 8, 2017 Non-brokered private Issuance of 6,183,797 Price of C$0.30 per placement of units Plateau Shares unit. March 1, 2017 Non-brokered private Issuance of 3,452,380 Price of C$0.42 per placement of units Plateau Shares. unit. December 14, Settlement of debt Issuance of 2,500,000 Price of C$0.27 per 2016 Plateau Shares. Plateau Share. August 12, 2016 Compensations to Issuance of 340,000 The fair value of the directors, officers and Plateau Shares. Plateau Shares at the time of issuance were

- 64 - consultants with C$0.26 per Plateau Plateau Shares Share. June 29, 2016 Non-brokered private Issuance of 11,111,111 Price of C$0.27 per placement of Plateau Plateau Shares. Plateau Share. Shares

Dividends or Capital Distributions

Plateau has not declared or paid any cash dividends or capital distributions on the Plateau Shares in the past two years from the date of this Circular. For the immediate future, Plateau does not envisage any earnings arising from which dividends could be paid. Any decision to pay dividends on Plateau Shares in the future will be made by the Board on the basis of the earning, financial requirements and other conditions existing at such time.

Expenses

The estimated fees, costs and expenses of the Company in connection with the Arrangement, including, without limitation, fees of the financial advisor, filing fees, legal and accounting fees and printing and mailing costs are not expected to exceed approximately $980,000.

INFORMATION CONCERNING THE PURCHASER

Information regarding the Purchaser including risk factors before and after the Arrangement is contained in Appendix F to this Circular. The information concerning the Purchaser contained in this Circular has been provided by the Purchaser for inclusion in this Circular. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser are untrue or incomplete, the Company assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by the Purchaser to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.

The Purchaser

American Lithium has been actively involved in lithium exploration since April 2016 and has been focused on the acquisition, exploration and development of US-based properties prospective for lithium deposits. To that end, American Lithium has concluded transactions to acquire interests in eight Nevada properties: Fish Lake Valley, Atlantis, Fish South Property, Colorado Property, Fish Lake Claim Block Property, Gap Lode Claim Block Property, TLC Property and Extinction Ridge Property. American Lithium currently considers the TLC Property to be its material property.

American Lithium Corp. was incorporated under the BCBCA on February 25, 1974 as “Menika Mining Ltd.” On April 11, 2016, American Lithium announced that it had changed its name from Menika Mining Ltd. to “American Lithium Corp.” and that trading would commence under the new name effective at the open of markets on April 18, 2016 under the symbol “LI”.

- 65 - INFORMATION CONCERNING THE COMBINED COMPANY

On completion of the Arrangement, American Lithium will continue to be a corporation incorporated under and governed by the BCBCA. On the Effective Date, American Lithium will own all of the Plateau Shares and Plateau will be a wholly owned subsidiary of American Lithium.

For further information regarding the Combined Company after the completion of the Arrangement please see Appendix G – Information Concerning the Combined Company.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a Shareholder who, for purposes of the Tax Act, holds Plateau Shares, and will hold American Lithium Shares and American Lithium Consideration Warrants acquired pursuant to the Arrangement, as capital property, deals at arm’s length with each of Plateau and American Lithium and is not affiliated with Plateau or American Lithium and who disposes of Plateau Shares pursuant to the Arrangement. Plateau Shares, American Lithium Shares and American Lithium Consideration Warrants generally will be considered capital property to a Shareholder for purposes of the Tax Act unless the Shareholder uses or holds such securities in the course of carrying on a business of buying and selling securities or the Shareholder has acquired or holds them in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the current provisions of the Tax Act, the regulations thereunder (the “Tax Regulations”) in force on the date hereof, and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (“CRA”). The summary takes into account all specific proposals to amend the Tax Act and the Tax Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and assumes that all Tax Proposals will be enacted in the form proposed. However, there is no certainty that the Tax Proposals will be enacted in the form currently proposed, if at all. The summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, or other changes in administrative policies or assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may materially differ from Canadian federal income tax legislation or considerations.

This summary does not apply to a Shareholder (i) that is a “financial institution” for the purposes of the mark-to-market rules in the Tax Act, (ii) that is a “specified financial institution”, (iii) an interest in which would be, or whose Plateau Shares are, a “tax shelter” or a “tax shelter investment”, each as defined in the Tax Act, or (iv) that has elected to report its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency. This summary also does not apply to a Shareholder who has entered into or will enter into a “derivative forward agreement” or a “synthetic disposition arrangement” (as those terms are defined in the Tax Act) with respect to Plateau Shares, the American Lithium Shares or the American Lithium Consideration Warrants.

In addition, this summary does not address the tax considerations relevant to Shareholders who acquired their Plateau Shares on exercise of a Plateau Option or settlement of a Plateau RSU or Plateau DSU. Such Shareholders should consult their own tax advisors. This summary also does not apply to holders of Plateau Options, Plateau Warrants, Plateau RSUs or Plateau DSUs.

- 66 - This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal, business or tax advice or representations to any particular Shareholder. Accordingly, Shareholders should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

Shareholders Resident in Canada

The following portion of this summary is applicable to a Shareholder who, at all relevant times, is resident, or deemed to be resident, in Canada for the purposes of the Tax Act (a “Resident Shareholder”). In circumstances where Plateau Shares and American Lithium Shares may not otherwise constitute capital property to a particular Resident Shareholder, such holder may be entitled to elect that such shares be deemed to be capital property by making an irrevocable election under subsection 39(4) of the Tax Act to deem every “Canadian security” (as defined in the Tax Act) owned by such holder in the taxation year of the election and in each subsequent taxation year to be capital property. Resident Shareholders contemplating such an election should first consult their own tax advisors. Where a Resident Shareholder makes an election with American Lithium under section 85 of the Tax Act, as described below, the American Lithium Shares received will not be “Canadian securities” to such holder and will not be deemed to be capital property under subsection 39(4) of the Tax Act.

Exchange of Plateau Shares for American Lithium Shares and American Lithium Consideration Warrants — No Section 85 Election

As part of the Arrangement, each Plateau Share will be exchanged for 0.29 of an American Lithium Share and 0.145 of an American Lithium Consideration Warrant. A Resident Shareholder whose Plateau Shares are exchanged for American Lithium Shares and American Lithium Consideration Warrants pursuant to the Arrangement, and who does not make a valid Tax Election jointly with American Lithium with respect to the exchange, will be considered to have disposed of the Plateau Shares for proceeds of disposition equal to the aggregate fair market value, as at the time of the exchange, of the American Lithium Shares and American Lithium Consideration Warrants so acquired by the Resident Shareholder. As a result, the Resident Shareholder will generally realize a capital gain (or capital loss) to the extent that such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Resident Shareholder’s Plateau Shares immediately before the exchange. See “Taxation of Capital Gains and Losses” below for a general discussion of the treatment of capital gains and capital losses under the Tax Act.

The aggregate cost to the Resident Shareholder of the American Lithium Shares and American Lithium Consideration Warrants, respectively, acquired on the exchange will equal the fair market value of such American Lithium Shares and American Lithium Consideration Warrants as at the time of the exchange.

If the Resident Shareholder separately owns other American Lithium Shares as capital property at that time, for the purposes of determining the adjusted cost base of all American Lithium Shares owned by the Resident Shareholder as capital property immediately after the exchange the cost of such American Lithium Shares will be determined by averaging the cost of the American Lithium Shares acquired on the exchange with the adjusted cost base of those other American Lithium Shares.

- 67 - Exchange of Plateau Shares for American Lithium Shares and American Lithium Consideration Warrants — Section 85 Election

The following applies to a Resident Shareholder who is an Eligible Holder. An Eligible Holder may obtain a full or partial tax deferral in respect of the disposition of Plateau Shares by filing with the CRA (and, where applicable, with a provincial tax authority) an election (the “Tax Election”) under subsection 85(1) of the Tax Act or, in the case of a partnership, under subsection 85(2) of the Tax Act (and the corresponding provisions of any applicable provincial tax legislation) provided all members of the partnership jointly elect, made jointly by the Eligible Holder and American Lithium. The amount specified in the Tax Election as the proceeds of disposition of the Eligible Holder’s Plateau Shares must be an amount (the “Elected Amount”) which is not less than the greater of:

(a) the lesser of the adjusted cost base to the Eligible Holder of such Plateau Shares and the fair market value of such Plateau Shares at the time of disposition; or

(b) the fair market value of any non-share consideration (such as the American Lithium Consideration Warrants) received as a result of such disposition.

The Elected Amount may not be greater than the fair market value of such Plateau Shares at the time of the disposition. An Elected Amount which does not comply with these limitations will be adjusted automatically under the Tax Act so that it is in compliance.

Where a valid Tax Election is filed:

(a) Plateau Shares that are the subject of the Tax Election will be deemed to be disposed of for proceeds of disposition equal to the Elected Amount. Subject to the limitations set out in subsection 85(1) or 85(2) of the Tax Act regarding the Elected Amount, if the Elected Amount is equal to the aggregate of the adjusted cost base of such Plateau Shares immediately before the disposition and any reasonable costs of disposition, no capital gain or capital loss will be realized by the Eligible Holder. Subject to such limitations, to the extent that the Elected Amount in respect of such Plateau Shares exceeds (or is less than) the aggregate of the adjusted cost base and any reasonable costs of disposition, such holder will realize a capital gain (or a capital loss). See “Taxation of Capital Gains and Losses”.

(b) The aggregate cost to the Eligible Holder of the American Lithium Shares received will be equal to the amount, if any, by which the Elected Amount exceeds the aggregate fair market value of the American Lithium Consideration Warrants received from American Lithium as a result of the disposition. If the Eligible Holder separately owns other American Lithium Shares as capital property at that time, for the purposes of determining the adjusted cost base of such American Lithium Shares received, the cost of such American Lithium Shares will be determined by averaging the adjusted cost base of such American Lithium Shares with the adjusted cost base of the other American Lithium Shares held by the Eligible Holder at that time as capital property.

American Lithium has agreed to make a Tax Election pursuant to subsection 85(1) or 85(2) of the Tax Act (and any similar provision of any provincial tax legislation) with an Eligible Holder at the amount determined by such Eligible Holder, subject to the limitations set out in subsection 85(1) and 85(2) of the Tax Act (or any applicable provincial tax legislation).

- 68 - A tax instruction letter providing certain instructions on how to complete the Tax Election forms may be obtained from the Depositary by checking Box F on the Letter of Transmittal and submitting the Letter of Transmittal to the Depositary within 90 days of the Effective Date in accordance with the procedures set out under “The Arrangement – Procedure for Exchange of Plateau Shares”. A tax instruction letter may also be obtained on American Lithium’s website at https://www.americanlithiumcorp.com on or around the Effective Date.

In order to make an election, an Eligible Holder must provide the completed Tax Election form to American Lithium in accordance with the procedures set out in the tax instruction letter on or before 90 days after the Effective Date. Subject to the form complying with the provisions of the Tax Act (and any applicable provincial income tax law), the form will be signed by American Lithium and returned to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Each Eligible Holder is solely responsible for ensuring the Tax Election form is completed correctly and filed with the CRA (and any applicable provincial income tax authorities) by the required deadline.

American Lithium will make a Tax Election only with an Eligible Holder, and at the amount selected by the Eligible Holder subject to the limitations set out in the Tax Act (and any applicable provincial tax legislation). Neither American Lithium nor Plateau will be responsible for the proper completion or filing of any Tax Election form and the Eligible Holder will be solely responsible for the payment of any late filing penalty. American Lithium agrees only to execute any Tax Election form received by American Lithium within 90 days of the Effective Date and which complies with the provisions of the Tax Act (and any applicable provincial tax law) and to return such Tax Election form to the Eligible Holder for filing with the CRA (and any applicable provincial tax authority). At its sole discretion, American Lithium may accept and execute a Tax Election form that is not received within the 90-day period; however, no assurances can be given that American Lithium will do so. Accordingly, all Eligible Holders who wish to make a Tax Election with American Lithium should give their immediate attention to this matter. With the exception of execution of the Tax Election form by American Lithium, compliance with the requirements for a valid Tax Election will be the sole responsibility of the Eligible Holder making the election. Accordingly, neither American Lithium, Plateau nor the Depositary will be responsible or liable for taxes, interest, penalties, damages or expenses resulting from the failure to properly complete any Tax Election form or to properly file it within the time prescribed and in the form prescribed under the Tax Act (or the corresponding provisions of any applicable provincial tax legislation).

In order for the CRA (and where applicable the provincial tax authorities) to accept a Tax Election without a late filing penalty being paid by an Eligible Holder, the Tax Election form must be received by such tax authorities on or before the day that is the earliest of the days on or before which either American Lithium or the Eligible Holder is required to file an income tax return for the taxation year in which the disposition occurs. American Lithium’s taxation year in which the disposition will occur is scheduled to end on February 28, 2022, although American Lithium’s taxation year could end earlier as a result of an event such as an amalgamation, and its tax return is required to be filed within six months from the end of the taxation year. Eligible Holders are urged to consult their own advisors as soon as possible respecting the deadlines applicable to their own particular circumstances. However, regardless of such deadlines, the completed Tax Election form must be received by American Lithium in accordance with the procedures set out in the tax instruction letter no later than 90 days after the Effective Date.

Any Eligible Holder who does not ensure that a Tax Election form has been received by American Lithium in accordance with the procedures set out in the tax instruction letter on or before 90 days after the

- 69 - Effective Date will not be able to benefit from the tax deferral provisions of the Tax Act (or the corresponding provisions of any applicable provincial tax legislation). Accordingly, all Eligible Holders who wish to enter into a Tax Election with American Lithium should give their immediate attention to this matter. The instructions for requesting a tax instruction letter are set out in the Letter of Transmittal. Eligible Holders are referred to Information Circular 76-19R3 and Income Tax Folio S4-F3-C1 issued by the CRA for further information respecting the Tax Election. Eligible Holders wishing to make the Tax Election should consult their own tax advisors. An Eligible Holder who does not make a valid election under section 85 of the Tax Act (or the corresponding provisions of any applicable provisional tax legislation) may realize a taxable capital gain. The comments herein with respect to the Tax Election are provided for general assistance only. The law in this area is complex and contains numerous technical requirements.

Dividends on American Lithium Shares

A Resident Shareholder who is an individual will be required to include in income any dividends received or deemed to be received on the Resident Shareholder’s American Lithium Shares, and will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit rules applicable to any dividends designated by American Lithium as “eligible dividends”, as defined in the Tax Act.

A Resident Shareholder that is a corporation will be required to include in income any dividend received or deemed to be received on the Resident Shareholder’s American Lithium Shares but generally will be entitled to deduct an equivalent amount in computing its taxable income. In certain circumstances subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Shareholder that is a corporation as proceeds of a disposition or a capital gain. Resident Shareholders that are corporations should consult their own tax advisors in this regard.

A “private corporation” or a “subject corporation” (as those terms are defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on any dividend that it receives or is deemed to receive on American Lithium Shares to the extent that the dividend is deductible in computing the corporation’s taxable income.

Taxable dividends received by an individual or trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act.

Expiry of American Lithium Consideration Warrants

In the event of the expiry of an unexercised American Lithium Consideration Warrant, a Resident Shareholder will be considered to have disposed of such American Lithium Consideration Warrant for nil proceeds and will accordingly realize a capital loss equal to the Resident Shareholder’s adjusted cost base of such American Lithium Consideration Warrant immediately before that time. For a description of the tax treatment of capital gains and capital losses, see “Shareholders Resident in Canada - Taxation of Capital Gains and Losses” below.

Exercise of American Lithium Consideration Warrants

No gain or loss will be realized by a Resident Shareholder on the exercise of an American Lithium Consideration Warrant to acquire additional American Lithium Shares. When an American Lithium Consideration Warrant is exercised, the Resident Shareholder’s cost of the American Lithium Share so

- 70 - acquired will be equal to the adjusted cost base of the American Lithium Consideration Warrant to the Resident Shareholder, immediately before that time, plus the amount paid on the exercise of the American Lithium Consideration Warrant. For the purpose of computing the adjusted cost base of each American Lithium Share acquired on the exercise of American Lithium Consideration Warrants, the cost of such American Lithium Share must be averaged with the adjusted cost base to such Resident Shareholder of all other American Lithium Shares held as capital property immediately before the exercise of the American Lithium Consideration Warrant.

Disposition of American Lithium Shares or American Lithium Consideration Warrants

A Resident Shareholder that disposes or is deemed to dispose of an American Lithium Share (other than to American Lithium, unless purchased by American Lithium in the open market in the manner normally purchased by a member of the public in the open market) or an American Lithium Consideration Warrant (other than on the exercise thereof) in a taxation year generally will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the American Lithium Share or the American Lithium Consideration Warrant, as the case may be, exceed (or are less than) the aggregate of the Resident Shareholder’s adjusted cost base of such American Lithium Share or American Lithium Consideration Warrant, as the case may be, determined immediately before the disposition and any reasonable costs of disposition. See “Taxation of Capital Gains and Losses”.

Taxation of Capital Gains and Losses

Generally, a Resident Shareholder will be required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by it in that year. A Resident Shareholder must deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the Resident Shareholder in that year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years to the extent and under the circumstances specified in the Tax Act.

Where a Resident Shareholder is a corporation, the amount of any capital loss arising on a disposition or deemed disposition of any Plateau Share or American Lithium Share, as the case may be, may be reduced by the amount of dividends received or deemed to have been received by it on such share to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Plateau Shares or American Lithium Shares, as the case may be, or where a trust or partnership of which a corporation is a beneficiary or is a member of a partnership or a beneficiary of a trust that owns any such shares.

A Resident Shareholder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be required to pay an additional refundable tax on its “aggregate investment income” (as defined in the Tax Act) for the year, which includes taxable capital gains.

Capital gains realized by an individual or trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act.

- 71 - Dissenting Shareholders

A Resident Shareholder who, as a result of the exercise of Dissent Rights, is entitled to be paid the fair value of their Plateau Shares by Plateau (a “Dissenting Resident Shareholder”) will be deemed to have received a taxable dividend in the taxation year of payment equal to the amount, if any, by which such payment (other than that portion that is in respect of interest, if any, awarded by the Court) exceeds the “paid-up capital” (determined for purposes of the Tax Act) attributable to such Dissenting Resident Shareholder’s Plateau Shares immediately before their surrender to Plateau pursuant to the Arrangement. The tax consequences described above under the heading “Shareholders Resident in Canada –Dividends on American Lithium Shares” will generally apply with respect to any such deemed dividend.

In addition, a Dissenting Resident Shareholder will be considered to have disposed of such Plateau Shares for proceeds of disposition equal to the payment received (other than that portion that is in respect of interest, if any, awarded by the Court), less the amount of any deemed dividend arising on the surrender of such shares as described above. The Dissenting Resident Shareholder will, in general, realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to such holder of the Plateau Shares immediately before their surrender to Plateau pursuant to the Arrangement. Any such capital gain or capital loss will be subject to the same tax treatment as described above under the heading “Shareholders Resident in Canada – Taxation of Capital Gains and Losses”.

Interest, if any, awarded by the Court to a Dissenting Resident Shareholder will be included in the Dissenting Resident Shareholder’s income for the purposes of the Tax Act.

Dissenting Resident Shareholders should consult their own tax advisors with respect to the tax implications to them of the exercise of Dissent Rights.

Eligibility for Investment

Based on the current provisions of the Tax Act and the Tax Regulations, provided that, at the time of acquisition, (i) the American Lithium Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the TSXV and the FSE), and (ii) in the case of the American Lithium Consideration Warrants, American Lithium is not a “connected person” (as defined in the Tax Regulations) under the Registered Plans (as defined herein), the American Lithium Shares and American Lithium Consideration Warrants, if issued on the date hereof, would at the time of acquisition be “qualified investments” under the Tax Act and the Tax Regulations for a trust governed by a “registered retirement savings plan” (“RRSP”), “registered retirement income fund” (“RRIF”), “tax-free savings account” (“TFSA”), “registered education savings plan” (“RESP”), “deferred profit sharing plan” or “registered disability savings plan” (“RDSP”) (as those terms are defined in the Tax Act) (each, a “Registered Plan”). A “connected person” under a Registered Plan is defined in the Tax Regulations as a person who is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, the Registered Plan and any person who does not deal at arm’s length with that person. The American Lithium Consideration Warrants will also be “qualified investments” provided the American Lithium Consideration Warrants are listed on a “designated stock exchange” for purposes of the Tax Act.

Notwithstanding the foregoing, if the American Lithium Shares or American Lithium Consideration Warrants are a “prohibited investment” for an RRSP, RRIF, RESP, RSDP or TFSA for the purposes of the Tax Act, the annuitant, subscriber or holder, as the case may be, of the RRSP, RRIF, RESP, RSDP or

- 72 - TFSA will be subject to a penalty tax as set out in the Tax Act. Provided that, for purposes of the Tax Act, the annuitant of an RRSP or RRIF, the subscriber of a RESP, or the holder of a TFSA or RDSP, as the case may be, deals at arm’s length with American Lithium and does not have a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in American Lithium, the American Lithium Shares and American Lithium Consideration Warrants will not be a “prohibited investment” for such RRSPs, RRIFs, RESPs, RDSPs and TFSAs, as the case may be, under the Tax Act on the date hereof. In addition, the American Lithium Shares and American Consideration Warrants will not be a prohibited investment if such securities are “excluded property” as defined in the Tax Act, for the purposes of the prohibited investment rules, for an RRSP, RRIF, RESP, RSDP or TFSA.

Shareholders Not Resident in Canada

This part of the summary is applicable to a Shareholder, who, for purposes of the Tax Act and any applicable income tax treaty, has not been and will not be resident or deemed to be resident in Canada at any time while it has held or will hold Plateau Shares, American Lithium Shares or American Lithium Consideration Warrants and who does not use or hold, will not use or hold and is not and will not be, deemed to use or hold such Plateau Shares, American Lithium Shares or American Lithium Consideration Warrants in carrying on a business in Canada (a “Non-Resident Shareholder”). Special rules, which are not discussed in this summary, may apply to a non-resident that is an insurer carrying on business in Canada and elsewhere.

Exchange of Plateau Shares for American Lithium Shares and American Lithium Consideration Warrants and Disposition of American Lithium Shares and American Lithium Consideration Warrants

A Non-Resident Shareholder will not be subject to tax under the Tax Act on the exchange of Plateau Shares for American Lithium Shares and American Lithium Consideration Warrants, or on the disposition of American Lithium Shares or American Lithium Consideration Warrants, unless the Plateau Shares, American Lithium Shares or American Lithium Consideration Warrants, as the case may be, constitute “taxable Canadian property” of the Non-Resident Shareholder for purposes of the Tax Act and the Non- Resident Shareholder is not entitled to relief under an applicable income tax treaty or convention.

Generally, the Plateau Shares, the American Lithium Shares and the American Lithium Consideration Warrants will not constitute “taxable Canadian property” to a Non-Resident Shareholder at the time of disposition provided that the Plateau Shares or American Lithium Shares, as the case may be, are listed on a “designated stock exchange” (which currently includes the TSXV and the FSE) for purposes of the Tax Act unless at any time, during the 60-month period immediately preceding the disposition of the shares or warrants, as applicable, the following two conditions are met concurrently: (A) the Non-Resident Shareholder, by persons with whom the Non-Resident Shareholder did not deal at arm’s length, by partnerships in which the Non-Resident Shareholder or any such non-arm’s length person holds a membership interest (either directly or through one or more partnerships) or by the Non-Resident Shareholder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the capital stock of Plateau or American Lithium, as the case may be, and (B) more than 50% of the fair market value of the Plateau Shares or the American Lithium Shares, as the case may be, was derived from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists).

- 73 - In certain circumstances, a Non-Resident Shareholder’s shares or warrants may also be deemed to be taxable Canadian property for purposes of the Tax Act. Non-Resident Shareholders should consult with their own tax advisors as to whether the Plateau Shares, American Lithium Shares or American Lithium Consideration Warrants constitute taxable Canadian property having regards to their particular circumstances.

Even if any of the Plateau Shares, American Lithium Shares or American Lithium Consideration Warrants are taxable Canadian property to a Non-Resident Shareholder at a particular time such holder may be exempt from tax by virtue of an income tax treaty or convention to which Canada is a signatory.

In the event Plateau Shares, American Lithium Shares or American Lithium Consideration Warrants, as the case may be, are taxable Canadian property to a Non-Resident Shareholder at the time of disposition and such Non-Resident Shareholder is not exempt from tax by a tax treaty, the tax consequences described above under “Shareholders Resident in Canada — Exchange of Plateau Shares for American Lithium Shares and American Lithium Consideration Warrants - No Section 85 Election”, “Shareholders Resident in Canada — Disposition of American Lithium Shares” and “Shareholders Resident in Canada — Taxation of Capital Gains and Losses or American Lithium Consideration Warrants” will generally apply.

Dividends on American Lithium Shares

Dividends paid or credited, or deemed to be paid or credited, on a Non-Resident Shareholder’s American Lithium Shares will be subject to withholding tax under the Tax Act at a rate of 25% unless the rate is reduced under the provisions of an applicable income tax treaty or convention. In the case of a beneficial owner of dividends who is a resident of the United States for purposes of the Canada-United States Income Tax Convention (1980) and who is entitled to the benefits of that treaty, the rate of withholding generally will be reduced to 15%.

Dissenting Non-Resident Shareholders

A Non-Resident Shareholder who, as a result of the exercise of Dissent Rights, is entitled to be paid the fair value of their Plateau Shares by Plateau (a “Non-Resident Dissenting Shareholder”) will be deemed to have received a taxable dividend in the taxation year of payment equal to the amount, if any, by which such payment (other than that portion that is in respect of interest, if any, awarded by the Court) exceeds the “paid-up capital” (determined for purposes of the Tax Act) attributable to such Non-Resident Dissenting Holder’s Plateau Shares immediately before their surrender to Plateau pursuant to the Arrangement. Any such deemed dividend will be subject to Canadian withholding tax at the same rate as described above under the heading “Shareholders Not Resident in Canada – Dividends on American Lithium Shares”.

In addition, a Dissenting Non-Resident Shareholder will be considered to have disposed of such Plateau Shares for proceeds of disposition equal to the payment received (other than that portion that is in respect of interest, if any, awarded by the Court), less the amount of any deemed dividend arising on the surrender of such shares as described above. A Dissenting Non-Resident Shareholder will, in general, realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to such holder of the Plateau Shares immediately before their surrender to Plateau pursuant to the Arrangement. A Non- Resident Dissenting Shareholder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of its Plateau Shares unless such Plateau Shares are “taxable Canadian property” of

- 74 - the Non-Resident Shareholder and the Non-Resident Shareholder is not entitled to relief under an applicable income tax treaty or convention, as discussed above under the headings “Shareholders Not Resident in Canada – Exchange of Plateau Shares for American Lithium Shares and American Lithium Consideration Warrants and Disposition of American Lithium Shares and American Lithium Consideration Warrants”.

Interest, if any, awarded by the Court to a Dissenting Non-Resident Shareholder will not be subject to Canadian withholding tax.

Non-Resident Dissenting Shareholders should consult their own tax advisors with respect to the tax implications to them of the exercise of their Dissent Rights.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed under “The Arrangement – Interests of Certain Persons in the Arrangement” and “Information Concerning Plateau” in this Circular, no informed person of the Company (e.g. directors and executive officers of the Company and Persons beneficially owning or controlling or directing voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company), or any Associate or affiliate of any informed person, has had any material interest in any transaction, or proposed transaction, which has materially affected or would materially affect the Company or any of its subsidiaries since the commencement of the most recently completed financial year of the Company.

AUDITORS

RSM Canada LLP (formerly Collins Barrow Toronto LLP) is the auditor of the Company and is independent of the Company within the meanings of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia. RSM Canada LLP was first appointed as auditor of the Company on March 10, 2016.

RECENT DEVELOPMENTS

Plateau and certain of its officers have each received a letter (the “OSC Notice”) from staff of the Ontario Securities Commission (“OSC”) that it is contemplating commencing proceedings before the OSC to consider whether they engaged in conduct that warrants the OSC making an order against them. The OSC Notice relates to Plateau’s public disclosure in 2019 regarding the status of the Company’s title to 32 mineral concessions in Peru and whether the Company sufficiently met its continuous disclosure obligations, associated filings, and related activities. The 32 mineral concessions at issue were the subject of Plateau’s March 2, 2021 news release. Plateau and the officers intend to respond to the OSC Notice before the OSC staff makes a decision whether to take any action. Plateau is of the view that the Company and its officers complied with all of their disclosure obligations, and intends to respond to and cooperate with OSC staff.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com and on the Company’s website at www.plateauenergymetals.com. Financial information is provided in the Company’s audited consolidated financial statements and MD&A for its most recently completed financial year which

- 75 - are filed on SEDAR. In addition, copies of the Company’s annual financial statements and MD&A and this Circular may be obtained upon request to the Company at 141 Adelaide Street West, Suite 340, Toronto, Ontario M5H 3L5, or by email at [email protected].

- 76 - APPROVAL OF THE BOARD OF DIRECTORS

The contents and the sending of the Notice of Meeting and this Circular have been approved by the Board.

DATED this 31st day of March, 2021

BY ORDER OF THE BOARD OF DIRECTORS

“Alan Ferry”

Alan Ferry Chairman

- 77 - APPENDIX A ARRANGEMENT RESOLUTION

The text of the Arrangement Resolution which the securityholders will be asked to pass at the Plateau Meeting is as follows:

BE IT RESOLVED THAT:

(1) The arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) of Plateau Energy Metals Inc. (the “Company”), as more particularly described and set forth in the management information circular of the Company (the “Circular”) dated March 31, 2021 accompanying the notice of this meeting, and as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement dated February 9, 2021 between American Lithium Corp. (the “Purchaser”) and the Company (as it may from time to time be amended, modified or supplemented, the “Arrangement Agreement”), is hereby authorized, approved and adopted.

(2) The plan of arrangement of the Company (as it may be amended, modified or supplemented in accordance with its terms and the terms of the Arrangement Agreement, the “Plan of Arrangement”), the full text of which is set out in Appendix B to the Circular, is hereby authorized, approved and adopted.

(3) The Arrangement Agreement and related transactions, the actions of the directors of the Company in approving the Arrangement Agreement, the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto, are hereby ratified and approved.

(4) The Company is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement.

(5) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Ontario Superior Court of Justice, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (a) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

(6) Any officer or director of the Company is hereby authorized and directed, for and on behalf of the Company, to execute and deliver for filing with the Director under the OBCA articles of arrangement and such other documents as may be necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.

(7) Any officer or director of the Company is hereby authorized and directed, for and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

A-1 APPENDIX B PLAN OF ARRANGEMENT

Plan of Arrangement Under Section 182 of the Business Corporations Act (ONTARIO)

ARTICLE ONE

DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions

In this Plan of Arrangement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

(a) “Acquiror Consideration Warrants” means common share purchase warrants of the Acquiror to be distributed to Target Shareholders pursuant to the Arrangement, with each such whole common share purchase warrant of the Acquiror entitling the holder thereof to acquire one Acquiror Share at an exercise price of C$3.00 per Acquiror Share for a period of 36 months from the Effective Date.

(b) “Acquiror Shares” means the common shares in the capital of Acquiror.

(c) “Arrangement” means the arrangement under section 182 of the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.3 of the Arrangement Agreement or this Plan of Arrangement at the direction of the Court.

(d) “Arrangement Agreement” means the arrangement agreement dated as of February 9, 2021 between Acquiror and Target, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

(e) “Arrangement Resolution” means the special resolution of the Target Shareholders, approving the Arrangement to be considered at the Target Meeting substantially in the form and content of Schedule B to the Arrangement Agreement.

(f) “Business Day” means any day other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario or Vancouver, British Columbia.

(g) “Consideration” means, for each Target Share, (i) 0.29 of an Acquiror Share; and (ii) 0.145 of an Acquiror Consideration Warrant.

(h) “Court” means the Ontario Superior Court of Justice.

(i) “Depositary” means any trust company, bank or financial institution agreed to in writing between Acquiror and Target for the purpose of, among other things, exchanging certificates representing Target Shares for Acquiror Shares and Acquiror Consideration Warrants in connection with the Arrangement.

B-1 (j) “Dissent Rights” has the meaning ascribed thereto in Article 4.01.

(k) “Dissenting Shareholder” means a registered holder of Target Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for their Target Shares.

(l) “DRS Advice” means a Direct Registry System Advice.

(m) “DSU Consideration” means, with respect to each Target DSU, one Target Share for each Target DSU.

(n) “Effective Date” means May 11, 2021.

(o) “Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date.

(p) “Eligible Holder” means a Target Shareholder who is (a) a resident of Canada for the purposes of the Tax Act and any applicable income tax treaty, holds Target Shares as capital property and who is not exempt from tax on income under the Tax Act, or (b) a non- resident of Canada for the purposes of the Tax Act and any applicable income tax treaty, whose Target Shares constitute “taxable Canadian property” (as defined by the Tax Act) and who is not exempt from Canadian tax in respect of any gain realized on the disposition of Target Shares by reason of an exemption contained in an applicable income tax treaty, or (c) a partnership if one or more members of the partnership are described in (a) or (b);

(q) “Exchange Ratio” means 0.29 of an Acquiror Share for each Target Share.

(r) “Final Order” means the final order of the Court pursuant to section 182 of the OBCA in form acceptable to Acquiror, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement as such order may be amended by the Court with the consent of the Parties at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal.

(s) “Former Target Shareholders” means the holders of Target Shares immediately prior to the Effective Time.

(t) “Interim Order” means the interim order of the Court, after being informed of the intention to rely upon the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act with respect to the Consideration to be received by Target Shareholders that are U.S. Holders, in a form acceptable to Acquiror, made in connection with the Arrangement, providing for, among other things, declarations and directions with respect to the Arrangement and the calling and holding of the Target Meeting, as the same may be amended by the Court with the consent of Acquiror.

(u) “Letter of Transmittal” means the letter of transmittal to be sent to Target Shareholders for use in connection with the Arrangement.

(v) “Lien” means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or

B-2 claim, or other third-party interest or encumbrance of any kind, in each case, whether contingent or absolute.

(w) “OBCA” means the Business Corporations Act (Ontario) and the regulations made thereunder, as promulgated or amended from time to time.

(x) “Parties” means the Target and the Acquiror and “Party” means either of them.

(y) “Plan of Arrangement” means this plan of arrangement and any amendments or variations hereto made in accordance with Section 8.3 of the Arrangement Agreement or this plan of arrangement or made at the direction of the Court.

(z) “Replacement Option” means an option to purchase an Acquiror Share in exchange for each outstanding Target Option at the Effective Time pursuant to section 2.04(g) hereof.

(aa) “Replacement Option In-The Money Amount” in respect of a Replacement Option means the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the Acquiror Shares that a holder is entitled to acquire on exercise of the Replacement Option at and from the Effective Time exceeds the amount payable to acquire such shares.

(bb) “RSU Consideration” means, with respect to each RSU, one Target Share for each RSU.

(cc) “Target DSU” means a deferred stock unit issued under the Target DSU Plan.

(dd) “Target DSU Plan” means the deferred share unit plan of the Target approved by the Target Shareholders on March 5, 2020.

(ee) “Target Meeting” means the special meeting of Target Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

(ff) “Target Omnibus Plan” means the omnibus equity plan of the Target approved by the Target Shareholders on March 5, 2020 and as further amended from time to time.

(gg) “Target Option In-The Money Amount” in respect of a Target Option means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the Target Shares that a holder is entitled to acquire on exercise of the Target Option immediately before the Effective Time exceeds the amount payable to acquire such shares.

(hh) “Target Option Plan” means the stock option plan of the Target approved by the Target Shareholders on March 5, 2020 and as further amended from time to time.

(ii) “Target Options” means the outstanding options to purchase Target Shares granted under the Target Option Plan.

(jj) “Target RSU” means a restricted share unit issued under the Target Omnibus Plan.

(kk) “Target Shareholders” means, collectively, the holders of Target Shares.

(ll) “Target Shares” means the issued and outstanding common shares of Target.

B-3 (mm) “Target Warrants” means the outstanding warrants to purchase Target Shares issued on a standalone basis pursuant to the terms of the applicable warrant certificates.

(nn) “Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time.

(oo) “U.S. Holder” means a person in or a resident of the United States.

(pp) “U.S. Securities Act” means the United States Securities Act of 1933 as the same has been, and hereinafter from time to time may be, amended.

(qq) “U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended.

In addition, words and phrases used herein and defined in the OBCA and not otherwise defined herein shall have the same meaning herein as in the OBCA unless the context otherwise requires.

Section 1.02 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

Section 1.03 Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

Section 1.04 Date for any Action

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Section 1.05 Statutory References

Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

Section 1.06 Currency

Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.

B-4 Section 1.07 Governing Law

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the laws of Canada applicable therein.

Section 1.08 U.S. Securities Law Matters

Notwithstanding any provision herein to the contrary, this Plan of Arrangement will be carried out with the intention that all Acquiror Shares and Acquiror Consideration Warrants to be issued to Target Shareholders in exchange for their Target Shares pursuant to this Plan of Arrangement, as applicable, will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by section 3(a)(10) thereof, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

ARTICLE TWO ARRANGEMENT

Section 2.01 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

Section 2.02 Binding Effect

This Plan of Arrangement constitutes an arrangement as referred to in section 182 of the OBCA. The Arrangement will become effective at, and be binding at and after, the Effective Time on: (i) the Target; (ii) the Acquiror; (iii) all Target Shareholders (including Dissenting Shareholders); (iii) all holders of Target Warrants; (iv) all holders of Target Options; (iv) all holders of Target RSUs; (v) all holders of Target DSUs; and (iv) the Depositary.

Section 2.02 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 2.04 Arrangement

(a) each Target Share held by a Dissenting Shareholder shall be deemed to have been transferred without any further act or formality to the Target in consideration for a debt claim against the Target for the amount determined under Article 3, and

(i) such Dissenting Shareholder shall cease to be the holder of such Target Shares and to have any rights as a Target Shareholder other than the right to be paid fair value for such Target Shares as set out in Section 3.01;

B-5 (ii) such Dissenting Shareholder’s name shall be removed as the holder of such Target Shares from the register of Target Shares maintained by or on behalf of the Target; and

(iii) the Target Shares so transferred shall be cancelled; and

(b) notwithstanding any vesting provisions to which a Target RSU might otherwise be subject (whether by contract, the terms and conditions of any award agreement or grant, the terms and conditions of the Target Omnibus Plan or applicable Law), each Target RSU issued and outstanding immediately prior to the Effective Time shall, without any further act or formality by or on behalf of any holder of a Target RSU, be deemed to be fully vested and shall be transferred and disposed by the holder thereof to the Target (free and clear of all Liens) and cancelled in exchange for the applicable RSU Consideration, and

(i) each holder of such Target RSU shall cease to be the holder thereof and to have any rights as holder of a Target RSU;

(ii) the name of each such holder shall be removed from the register of the Target RSU holders maintained by or on behalf of the Target;

(iii) each such former holder of such Target RSUs shall be deemed to be the holder of the Target Shares comprising such RSU Consideration and shall be and shall be entered in the register of the Target Shares maintained by or on behalf of the Target;

(iv) all agreements, grants and similar instruments relating to such Target RSUs will be cancelled; and

(v) the Target Omnibus Plan shall be cancelled; and

(c) each holder of Target DSUs shall resign from, and shall be deemed to have immediately resigned from, the Board of Directors of the Target and any of its affiliates; and

(d) notwithstanding any vesting provisions to which a Target DSU might otherwise be subject (whether by contract, the terms and conditions of any award agreement or grant, the terms and conditions of the Target DSU Plan or applicable Law), each Target DSU issued and outstanding immediately prior to the Effective Time shall, without any further act or formality by or on behalf of any holder of a Target DSU, be deemed to be fully vested and shall be transferred and disposed by the holder thereof to the Target (free and clear of all Liens) and cancelled in exchange for the applicable DSU Consideration, and

(i) each holder of such Target DSUs shall cease to be the holder thereof and to have any rights as a holder of a Target DSU;

(ii) the name of each such holder shall be removed from the register of the Target DSU holders maintained by or on behalf of the Target;

(iii) each such former holder of such Target DSUs shall be deemed to be the holder of the Target Shares comprising such DSU Consideration and shall be and shall be entered in the register of the Target Shares maintained by or on behalf of the Target;

B-6 (iv) all agreements, grants and similar instruments relating to such Target DSUs will be cancelled; and

(v) the Target DSU Plan shall be cancelled; and

(e) each Target Share held by a Former Target Shareholder (other than a Dissenting Shareholder or the Acquiror or any subsidiary of the Acquiror) shall, without any further action by or on behalf of any Target Shareholder, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration, and

(i) each holder of such Target Shares shall cease to be the holder thereof and to have any rights as a Target Shareholder other than the right to be paid the Consideration per Target Share in accordance with this Plan of Arrangement;

(ii) the name of each such holder shall be removed from the register of the Target Shares maintained by or on behalf of the Target; and

(iii) the Acquiror shall be deemed to be the transferee of such Target Shares free and clear of all Liens and shall be entered in the register of the Target Shares maintained by or on behalf of the Target; and

(f) in accordance with the terms of each Target Warrant, each holder of a Target Warrant outstanding immediately prior to the Effective Time shall receive upon the subsequent exercise of such holder’s Target Warrant, in accordance with its terms, and shall accept in lieu of each Target Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the Consideration, being 0.29 of an Acquiror Share and 0.145 of an Acquiror Consideration Warrant; (provided that if the Target Warrant is exercised following the Acquiror Consideration Warrant Expiry Date, the Consideration will not include the Acquiror Consideration Warrant); and

(g) each Target Option shall be deemed to have fully vested as of the date of the Arrangement Agreement and each Target Option outstanding immediately prior to the Effective Time shall be exchanged for a Replacement Option to acquire from Acquiror, other than as provided herein, the number of Acquiror Shares equal to the product of: (A) the number of Target Shares subject to such Target Option immediately prior to the Effective Time; multiplied by (B) the Exchange Ratio, provided that, if the foregoing would result in the issuance of a fraction of an Acquiror Share on any particular exercise of Replacement Options, then the number of Acquiror Shares otherwise issued shall be rounded down to the nearest whole number of Acquiror Shares. The exercise price per Acquiror Share subject to a Replacement Option shall be an amount equal to the quotient of: (A) the exercise price per Target Share subject to each such Target Option immediately before the Effective Time; divided by (B) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Target Option for a Replacement Option. Therefore, in the event that the Replacement Option In-The Money Amount in respect of a Replacement Option exceeds the Target Option In-The Money Amount in respect of the Target Option for which it is exchanged, the number of Acquiror Shares which may be acquired on exercise of the Replacement Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The Money Amount in respect of the Replacement Option does not exceed the Target Option In-The

B-7 Money Amount in respect of the Target Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. Each Replacement Option shall continue to be governed by and be subject to the terms of the Target Option Plan and the agreement evidencing the grant of such Target Options, provided, however, that the expiry date of Target Options held by any person who ceases to be a director, consultant, officer or employee of the Target shall be the date that is 24 months after the Effective Date.

Section 2.05 No Fractional Consideration

No fractional Acquiror Shares or Acquiror Consideration Warrants shall be issued to Former Target Shareholders. The number of Acquiror Shares or Acquiror Consideration Warrants to be issued to Former Target Shareholders shall be rounded up to the nearest whole Acquiror Share or Acquiror Consideration Warrant, as applicable, in the event that a Former Target Shareholder is entitled to a fractional share or warrant representing 0.5 or more of an Acquiror Share or Acquiror Consideration Warrant and shall be rounded down to the nearest whole Acquiror Share or Acquiror Consideration Warrant, as applicable, in the event that a Former Target Shareholder is entitled to a fractional share or warrant representing less than 0.5 of an Acquiror Share or Acquiror Consideration Warrant.

ARTICLE THREE DISSENT RIGHTS

Section 3.01 Dissent Rights

Pursuant to the Interim Order, holders of Target Shares may exercise rights of dissent (“Dissent Rights”) under Section 185 of the OBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Target Shares in connection with the Arrangement, provided that the written objection to the special resolution to approve the Arrangement contemplated by Section 185(6) of the OBCA must be sent to Target by holders who wish to dissent no later than 5:00 pm two Business Days before the Target Meeting or any date to which the Target Meeting may be postponed or adjourned and provided further that holders who exercise such rights of dissent and who:

(a) are ultimately entitled to be paid fair value for their Target Shares, which fair value shall be the fair value of such shares immediately before the passing by the Target Shareholders of the Arrangement Resolution, shall be paid an amount equal to such fair value by Target and shall be deemed to have transferred their Target Shares to the Target in accordance with Section 3.01(a); or

(b) are ultimately not entitled, for any reason, to be paid fair value for their Target Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting Target Shareholder and shall be entitled to receive only the consideration contemplated in Section 3.01(b) that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights, but in no case shall Acquiror, Target or any other person be required to recognize holders of Target Shares who exercise Dissent Rights as holders of Target Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Target Shares who exercise Dissent Rights shall be deleted from the central securities register as holders of Target Shares at the Effective Time and Target shall be recorded as the registered holder of the Target Shares so transferred and such Target Shares will be cancelled.

B-8 ARTICLE FOUR DELIVERY OF ACQUIROR SHARES

Section 4.01 Delivery of Acquiror Shares

(a) Following the receipt of the Final Order and prior to the Effective Date, Acquiror shall deliver or arrange to be delivered to the Depositary the Consideration required to be issued to Former Target Shareholders in accordance with the provisions of Section 2.04, which securities shall be held by the Depositary as agent and nominee for such Former Target Shareholders for distribution to such Former Target Shareholders.

(b) Upon surrender to the Depositary of a duly completed and validly executed Letter of Transmittal, together with one or more certificates or DRS Advices, such other documents and instruments as would have been required to effect the transfer of the Target Shares formerly represented by such certificate under the OBCA and the by-laws the Target and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, certificates or DRS Advices representing the Acquiror Shares and Acquiror Consideration Warrants that such holder is entitled to receive in accordance with Section 2.04. After the Effective Time, the Depositary shall cause the Consideration to be delivered to the Former Target Shareholder as instructed by such holder in the Letter of Transmittal.

(c) After the Effective Time and until surrendered for cancellation as contemplated by Section 4.01(b), each certificate or DRS Advice that immediately prior to the Effective Time represented one or more Target Shares shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 2.04.

(d) An Eligible Holder whose Target Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to Section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a “Section 85 Election”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Acquiror, within 90 days after the Effective Date, duly completed with the details of the number of Target Shares transferred and the applicable agreed amounts for the purposes of such joint elections. Acquiror shall, within 90 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither Target, Acquiror nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Acquiror or any successor corporation may choose to sign and return a joint

B-9 election form received by it more than 90 days following the Effective Date, but will have no obligation to do so.

(e) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, Acquiror will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent provincial election, if applicable), together with the relevant tax election forms (including the provincial tax election forms, if applicable) to the Eligible Holder.

Section 4.02 Lost Certificates

In the event any certificate, that immediately prior to the Effective Time represented one or more outstanding Target Shares that were exchanged for Acquiror Shares and Acquiror Consideration Warrants in accordance with Section 2.04, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, certificate representing Acquiror Shares and Acquiror Consideration Warrants that such holder is entitled to receive in accordance with Section 2.04. When authorizing such delivery of certificates representing Acquiror Shares and Acquiror Consideration Warrants that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom certificates representing such Acquiror Shares and Acquiror Consideration Warrants is to be delivered shall, as a condition precedent to the delivery of such Acquiror Shares and Acquiror Consideration Warrants, give a bond satisfactory to Acquiror and the Depositary in such amount as Acquiror and the Depositary may direct, or otherwise indemnify Acquiror and the Depositary in a manner satisfactory to Acquiror and the Depositary, against any claim that may be made against Acquiror or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of Target.

Section 4.03 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to Acquiror Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Target Shares unless and until the holder of such certificate shall have complied with the provisions of Section 4.01 or Section 4.02. Subject to applicable law and to Section 4.04, at the time of such compliance, there shall, in addition to the delivery of certificates representing Acquiror Shares and Acquiror Consideration Warrants to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Acquiror Shares.

Section 4.04 Withholding Rights

Acquiror, Target and the Depositary shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Person hereunder and from all dividends or other distributions otherwise payable to any former Target Shareholders such amounts as Acquiror, Target or the Depositary may be required or permitted to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate taxation authority. To the extent the amount required to be deducted or withheld from any consideration payable or otherwise deliverable to any Person hereunder exceeds the amount of cash consideration, if any, otherwise payable to the Person, any of Acquiror, Target

B-10 or the Depository is hereby authorized to sell or otherwise dispose of any non-cash consideration payable to the Person as is necessary to provide sufficient funds to Acquiror, Target or the Depository, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and Acquiror, Target and the Depository shall notify such Person and remit to such Person any unapplied balance of the net proceeds of such sale.

Section 4.05 Limitation and Proscription

To the extent that a Former Target Shareholder shall not have complied with the provisions of Section 4.01 or Section 4.02 on or before the date that is the Acquiror Consideration Warrant Expiry Date (the “Final Warrant Proscription Date”), then the Acquiror Consideration Warrants that such Former Target Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such Acquiror Consideration Warrants, to which such Former Target Shareholder was entitled, shall be delivered to Acquiror by the Depositary and the certificates shall be cancelled by Acquiror, and the interest of the Former Target Shareholder in such Acquiror Consideration Warrants to which it was entitled shall be terminated as of such Final Warrant Proscription Date.

To the extent that a Former Target Shareholder shall not have complied with the provisions of Section 4.01 or Section 4.02 on or before the date that is six years after the Effective Date (the “Final Proscription Date”), then the Acquiror Shares that such Former Target Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such Acquiror Shares, to which such Former Target Shareholder was entitled, shall be delivered to Acquiror by the Depositary and the share certificates shall be cancelled by Acquiror, and the interest of the Former Target Shareholder in such Acquiror Shares to which it was entitled shall be terminated as of such Final Proscription Date.

ARTICLE FIVE TARGET WARRANTS AND REPLACEMENT OPTIONS

Section 5.01 Exercise of Target Warrants and Target Options Post-Effective Time

Upon any exercise of a Target Warrant or Replacement Option following the Effective Time, the Target shall cause the Acquiror to issue the necessary the number of Acquiror Shares and the number of Acquiror Consideration Warrants (as applicable) needed to settle such exercise.

ARTICLE SIX AMENDMENTS AND WITHDRAWAL

Section 6.01 Amendments to Plan of Arrangement

(a) The Acquiror and the Target reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by the Acquiror and the Target, (iii) filed with the Court and, if made following the Target Meeting, approved by the Court, and (iv) communicated to Target Shareholders or Former Target Shareholders if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Target at any time prior to the Target Meeting provided that Acquiror shall have consented thereto in writing, with or without any other prior notice or communication, and,

B-11 if so proposed and accepted by the persons voting at the Target Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Target Meeting shall be effective only if: (i) it is consented to in writing by each of Acquiror and Target; and (ii) if required by the Court, it is consented to by the Target Shareholders voting in the manner directed by the Court.

(d) Notwithstanding Section 6.01(a), the Acquiror and the Target may, at any time following the Effective Time, amend, modify or supplement this Plan of Arrangement without the approval of the Target Shareholders or the Court provided that each amendment, modification or supplement (i) must be set out in writing, (ii) must concern a matter which, in the reasonable opinion of each of the Acquiror and the Target is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement, and (iii) is not adverse to the economic interests of any former Target Shareholders or holders of Target securities.

Section 6.02 Withdrawal

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE SEVEN MISCELLANEOUS

Section 7.01 Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order further to document or evidence any of the transactions or events set out herein.

Section 7.02 Paramountcy

From and after the Effective Time:

(a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Target Shares, Target Options, Target Warrants, Target RSUs and Target DSUs;

(b) the rights and obligations of the holders of Target Shares, Target Options, Target Warrants, Target RSUs and Target DSUs and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and

(c) all actions, causes of action, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to Target Shares, Target Options, Target Warrants, Target RSUs and Target DSUs shall be deemed to have been settled, compromised, released and determined without any liability except as set forth herein.

B-12 APPENDIX C INTERIM ORDER

See attached.

C-1 Court File No. CV-21-00659584-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

THE HONOURABLE ) WEDNESDAY, THE 31ST ) JUSTICE CAVANAGH ) DAY OF MARCH, 2021

IN THE MATTER OF BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, CHAP. B.16, SECTION 182, AS AMENDED

AND IN THE MATTER OF RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT INVOLVING PLATEAU ENERGY METALS INC. AND AMERICAN LITHIUM CORP.

INTERIM ORDER

THIS MOTION, made by the Applicant, Plateau Energy Metals Inc. (“Plateau”) for an interim order for advice and directions pursuant to section 182 of the Business Corporations Act,

R.S.O. 1990, c. B.16, as amended (the “OBCA”), was heard this day by Zoom videoconference due to the COVID-19 crisis.

ON READING the Notice of Motion, the Notice of Application issued on March 25, 2021, the affidavit of Alan Ferry sworn March 29, 2021 (the “Affidavit”), including the Plan of

Arrangement, which is attached as Appendix B to Plateau’s draft management information circular

(the “Circular”), which is attached as Exhibit “A” to the Affidavit, and on hearing the submissions of the lawyers for Plateau and American Lithium Corp. (“American Lithium”), - 2 -

Definitions

1. THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Circular or otherwise as specifically defined herein.

The Meeting

2. THIS COURT ORDERS that Plateau is permitted to call, hold and conduct a special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares in the capital of

Plateau (the “Shares”) and the holders (the “Optionholders”, together with the Shareholders the

“Securityholders”) of options to acquire Shares (the “Options”), to be held in a virtual-only format via live audio webcast online at https://6ix.com/event/plateau-energy-metals-special- shareholder-meeting/ on May 3, 2021, at 10:00 a.m. (Toronto time) in order for the Shareholders and Optionholders to consider and, if determined advisable, pass a special resolution authorizing, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement

(collectively, the “Arrangement Resolution”).

3. THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the OBCA, the notice of meeting of Shareholders, which accompanies the

Circular (the “Notice of Meeting”) and the articles and by-laws of Plateau, subject to what is provided hereafter and subject to further order of this Court.

4. THIS COURT ORDERS that the record date (the “Record Date”) for determination of the

Shareholders entitled to notice of, and to vote at, the Meeting in respect of the Arrangement

Resolution shall be the close of business (Toronto time) on March 26, 2021.

5. THIS COURT ORDERS that the only persons entitled to speak at the Meeting shall be: - 3 -

(a) the Shareholders and Optionholders or their respective proxyholders;

(b) the officers, directors, auditors and advisors of Plateau;

(d) other persons who may receive the permission of the Chair of the Meeting.

6. THIS COURT ORDERS that Plateau may transact such other business at the Meeting as is contemplated in the Circular, or as may otherwise be properly before the Meeting.

Quorum

7. THIS COURT ORDERS that the Chair of the Meeting shall be determined by Plateau and that the quorum at the Meeting shall be two Shareholders present in person or represented by proxy.

Amendments to the Arrangement and Plan of Arrangement

8. THIS COURT ORDERS that Plateau is authorized to make, subject to the terms of the

Arrangement Agreement, and paragraph 9 below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the Shareholders, or others entitled to receive notice under paragraphs 12 and 13 hereof, provided same: (i) are to correct clerical errors, (ii) would not, if disclosed, reasonably be expected to affect a Shareholder’s or Optionholder’s decision to vote, or (iii) are authorized by subsequent

Court order, and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the

Shareholders and Optionholders at the Meeting and shall be the subject of the Arrangement

Resolution. Amendments, modifications or supplements may be made following the Meeting, but - 4 -

shall be subject to review and, if appropriate, further direction by this Court at the hearing for the final approval of the Arrangement.

9. THIS COURT ORDERS that, if any amendments, modifications or supplements to the

Arrangement or Plan of Arrangement are made after initial notice is provided as contemplated in paragraph 8 above, which would, if disclosed, reasonably be expected to affect a Shareholder’s or

Optionholder’s decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Court, by e-mail, press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as Plateau may determine.

Amendments to the Circular

10. THIS COURT ORDERS that Plateau is authorized to make such amendments, revisions and/or supplements to the draft Circular as it may determine and the Circular, as so amended, revised and/or supplemented, shall be the Circular to be distributed in accordance with paragraphs

12 and 13.

Adjournments, Postponements and Change of Venue

11. THIS COURT ORDERS that Plateau, if it deems advisable and subject to the terms of the

Arrangement Agreement, is specifically authorized to adjourn, postpone or change the venue

(including holding an in-person or hybrid meeting whereby Shareholders and Optionholders may choose to attend in person or virtually) of the Meeting on one or more occasions without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment, postponement, or change of venue (including holding an in-person or hybrid meeting whereby Shareholders and Optionholders may choose to attend in person or virtually), - 5 -

and notice of any such adjournment, postponement or change of venue (including holding an in- person or hybrid meeting whereby Shareholders and Optionholders may choose to attend in person or virtually) shall be given by such method as Plateau may determine is appropriate in the circumstances (including solely by issuance of a press release if it so determines). This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments, postponements or changes of venue (including holding an in-person or hybrid meeting whereby Shareholders and

Optionholders may choose to attend in person virtually).

Notice of Meeting

12. THIS COURT ORDERS that, in order to effect notice of the Meeting, Plateau shall send the Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, the form of proxy and the letter of transmittal, along with such amendments or additional documents as Plateau may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the “Meeting Materials”), to the following:

(a) the registered Shareholders and Optionholders at the close of business on the

Record Date, at least twenty-one (21) days prior to the date of the Meeting,

excluding the date of sending, by one or more of the following methods:

(i) by pre-paid ordinary or first class mail at the addresses of the Shareholders

and Optionholders as they appear on the books and records of Plateau, or

its registrar and transfer agent, at the close of business on the Record Date

and if no address is shown therein, then the last address of the person known

to Plateau; - 6 -

(ii) by delivery, in person or by recognized courier service or inter-office mail,

to the address specified in (i) above; or

(iii) by facsimile or electronic transmission to any Shareholder or Optionholder,

who is identified to the satisfaction of Plateau, who requests such

transmission in writing, and if required by Plateau, who is prepared to pay

the charges for such transmission;

(b) the non-registered Shareholders by providing sufficient copies of the Meeting

Materials to intermediaries and registered nominees in a timely manner, in

accordance with National Instrument 54-101 – Communication with Beneficial

Owners of Securities of a Reporting Issuer; and

recognized courier service, by pre-paid ordinary or first class mail or by facsimile

or electronic transmission, at least twenty-one (21) days prior to the date of the

Meeting, excluding the date of sending; and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

13. THIS COURT ORDERS that, in the event that Plateau elects to distribute the Meeting

Materials, Plateau is hereby directed to distribute the Circular (including the Notice of Application, and this Interim Order), and any other communications or documents determined by Plateau to be necessary or desirable (collectively, the “Court Materials”) to holders of outstanding warrants of

Plateau (“Warrants”), holders of Deferred Share Units of Plateau (“DSUs”) and holders of

Restricted Share Units of Plateau (“RSUs”) by any method permitted for notice to Shareholders - 7 -

and Optionholders as set forth in subparagraphs 12(a) or 12(b), above, or by e-mail or other electronic transmission, concurrently with the distribution described in paragraph 12 of this Interim

Order. Distribution to such persons shall be to their addresses as they appear on the books and records of Plateau or its registrar and transfer agent at the close of business on the Record Date.

14. THIS COURT ORDERS that accidental failure or omission by Plateau to give notice of the Meeting or to distribute the Meeting Materials or Court Materials to any person entitled by the

Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of Plateau, or the non-receipt of such notice shall, subject to further order of this Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of Plateau, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

15. THIS COURT ORDERS that Plateau is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials as Plateau may determine in accordance with the terms of the Arrangement Agreement (“Additional Information”), and that notice of such Additional Information may, subject to paragraph 9, above, be distributed by e-mail, press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as Plateau may determine.

16. THIS COURT ORDERS that distribution of the Meeting Materials and the Court Materials pursuant to paragraphs 12 and 13 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 12 and 13 and that those persons are bound by any orders made on the within Application. Further, - 8 -

no other form of service of the Meeting Materials or the Court Materials or any portion thereof need be made, or notice given or other material served in respect of these proceedings and/or the

Meeting to such persons or to any other persons, except to the extent required by paragraph 9, above.

Solicitation and Revocation of Proxies

17. THIS COURT ORDERS that Plateau is authorized to use the letter of transmittal and form of proxy substantially in the form of the drafts accompanying the Circular, with such amendments and additional information as Plateau may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. Plateau is authorized, at its expense, to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as it may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine. Plateau may waive generally, in its discretion, the time limits set out in the Circular for the deposit or revocation of proxies by Shareholders or Optionholders, if Plateau deems it advisable to do so.

18. THIS COURT ORDERS that registered Shareholders and Optionholders shall be entitled to revoke their proxies in accordance with section 110(4) of the OBCA (except as the procedures of that section are varied by this paragraph) provided that any instruments in writing delivered pursuant to section 110(4)(a) of the OBCA must be deposited with Plateau’s registrar and transfer agent as set out in the Circular to be received not later than 4:00 p.m. (Toronto time) on April 29,

2021 (or on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting) unless the Chair of the Meeting determines to waive or extend the deadline, in his or her sole discretion. - 9 -

Voting

19. THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on the

Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those Shareholders who hold Shares and Optionholders who hold Options as of the close of business on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Forms of proxy that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.

20. THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one vote per Share and one vote per Option and that in order for the Plan of Arrangement to be implemented, subject to further Order of this Court, the Arrangement Resolution must be approved, with or without variation, at the Meeting by at least:

(a) 662/3% of the votes cast by holders of Shares present in person or represented by

proxy at the Meeting;

(b) 662/3% of the votes cast by Securityholders, voting together as a single class, present

in person or represented by proxy at the Meeting; and

required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of

Minority Security Holders in Special Transactions (“MI 61-101”)).

Such votes shall be sufficient to authorize Plateau to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Circular without the necessity of any further approval by the - 10 -

Shareholders, Optionholders, or holders of Warrants, DSUs or RSUs, subject only to final approval of the Arrangement by this Court.

21. THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting Plateau (other than in respect of the Arrangement

Resolution), each Shareholder is entitled to one vote for each Share held, unless otherwise provided for by Plateau.

Dissent Rights

22. THIS COURT ORDERS that each registered Shareholder who holds Shares as of the close of business on the Record Date shall be entitled to exercise Dissent Rights in connection with the

Arrangement Resolution in accordance with section 185 of the OBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 185(6) of the OBCA, any registered Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to Plateau in the form required by section 185 of the OBCA and the Arrangement Agreement, which written objection must be received by Plateau c/o Blake, Cassels & Graydon LLP, 199 Bay

Street, Suite 4000, Toronto, Ontario, M5L 1A6, Attention: Ryan Morris, to be received not later than 5:00 p.m. (Toronto time) on April 29, 2021 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting), and must otherwise strictly comply with the requirements of the OBCA. For purposes of these proceedings, the “court” referred to in section 185 of the OBCA means this Court.

23. THIS COURT orders that, notwithstanding section 185(4) of the OBCA, American

Lithium, not Plateau, shall be required to offer to pay fair value, as of the day prior to approval of - 11 -

the Arrangement Resolution, for Shares held by registered Shareholders who duly exercise Dissent

Rights, and to pay the amount to which such Shareholders may be entitled pursuant to the terms of the Arrangement Agreement or the Plan of Arrangement. In accordance with the Plan of

Arrangement and the Circular, all references to the “corporation” in subsections 185(4) and

185(14) to 185(30), inclusive, of the OCBA (except for the second reference to the “Corporation in subsection 185(15)) shall be deemed to refer to American Lithium in place of the “corporation”, and American Lithium shall have all of the rights, duties and obligations of the “corporation” under subsections 185(14) to 185(3), inclusive, of the OBCA.

24. THIS COURT ORDERS that any registered Shareholder who duly exercises such Dissent

Rights set out in paragraph 22 above and who:

i) is ultimately determined by this Court to be entitled to be paid fair value for his, her

or its Shares, shall be deemed to have transferred those Shares as of the applicable

time set forth in the Plan of Arrangement, without any further act or formality and

free and clear of all liens, claims, encumbrances, charges, adverse interests or

security interests to American Lithium in consideration for a payment of cash from

American Lithium equal to such fair value; or

ii) is for any reason ultimately determined by this Court not to be entitled to be paid

fair value for his, her or its Shares pursuant to the exercise of the Dissent Right,

shall be deemed to have participated in the Arrangement on the same basis and at

the same time as any non-dissenting Shareholder; but in no case shall Plateau, American Lithium or any other person be required to recognize such

Shareholders as holders of Shares at or after the date upon which the Arrangement becomes - 12 -

effective, and the names of such Shareholders shall be deleted from Plateau’s register of holders of Shares at that time and such Shares shall be automatically cancelled as of the applicable time set forth in the Plan of Arrangement.

Hearing of Application for Approval of the Arrangement

25. THIS COURT ORDERS that upon approval by the Shareholders of the Plan of

Arrangement in the manner set forth in this Interim Order, Plateau may apply to this Court for final approval of the Arrangement.

26. THIS COURT ORDERS that distribution of the Notice of Application and the Interim

Order in the Circular, when sent in accordance with paragraphs 12 and 13, shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 27.

27. THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the solicitors for Plateau, with a copy to counsel for American

Lithium, as soon as reasonably practicable and, in any event, no less than four (4) business days before the hearing of this Application at the following addresses:

BLAKE, CASSELS & GRAYDON LLP Barristers and Solicitors 199 Bay Street, Suite 4000 Commerce Court West Toronto, ON M5L 1A9

Attention: Ryan A. Morris [email protected] Lawyers for Plateau Energy Metals Inc. - 13 -

CASSELS, BROCK & BLACKWELL LLP Suite 2100, Scotia Plaza 40 King Street West Toronto, ON M5H 3C2

Attention: Lara Jackson [email protected] Lawyers for American Lithium Corp.

28. THIS COURT ORDERS that, subject to further order of this Court, the only persons entitled to appear and be heard at the hearing of the within application shall be:

(a) Plateau;

(b) American Lithium; and

Notice of Application, this Interim Order and the Rules of Civil Procedure.

29. THIS COURT ORDERS that any materials to be filed by Plateau in support of the within

Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Court.

30. THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 27 shall be entitled to be given notice of the adjourned date.

Service and Notice

31. THIS COURT ORDERS that Plateau and its counsel are at liberty to serve or distribute this Order, any other materials and orders as may be reasonably required in these proceedings, - 14 -

including any notices, or other correspondence, by forwarding true copies thereof by electronic message to Plateau’s Shareholders, creditors or other interested parties and their advisors. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic

Commerce Protection Regulations, Reg. 81000-2-175 (SOR/DORS).

Precedence

32. THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the Shares,

Options, DSUs, RSUs, or the articles or by-laws of Plateau, this Interim Order shall govern.

Extra-Territorial Assistance

33. THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory, or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the

United States or other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order. - 15 -

Variance

34. THIS COURT ORDERS that Plateau shall be entitled to seek leave to vary this Interim

Order upon such terms and upon the giving of such notice as this Court may direct.

Fkikvcnn{!ukipgf!d{! Rgvgt!Ecxcpcij Court File No: CV-21-00659584-00CL IN THE MATTER OF BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, CHAP. B.16, SECTION 182, AS AMENDED AND IN THE MATTER OF RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT INVOLVING PLATEAU ENERGY METALS INC. AND AMERICAN LITHIUM CORP.

ONTARIO SUPERIOR COURT OF JUSTICE - COMMERCIAL LIST

Proceeding commenced at Toronto

INTERIM ORDER

BLAKE, CASSELS & GRAYDON LLP Barristers & Solicitors 199 Bay Street, Ste. 4000 Commerce Court West Toronto, Ontario M5L 1A9

Ryan A. Morris LSO# 50831C Tel: (416) 863-2176 Fax: (416) 863-2653 Email: [email protected]

Lawyers for the Applicant APPENDIX D NOTICE OF APPLICATION FOR APPROVAL OF ARRANGEMENT

See attached.

D-1 Court File No.

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, CHAP. B.16, AS AMENDED

AND IN THE MATTER OF RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT INVOLVING PLATEAU ENERGY METALS INC. AND AMERICAN LITHIUM CORP.

NOTICE OF APPLICATION

TO THE RESPONDENTS:

A PROCEEDING HAS BEEN COMMENCED by the applicant. The claim made by the applicants appears on the following page.

THIS APPLICATION will come on for a hearing

By video conference at the following location https://can01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fus02web.zoom.us%2Fj% 2F83614509514%3Fpwd%3DeXkwZ0kyaE1CYUVVWWFkUUhNUmluUT09&data=04% 7C01%7Cryan.morris%40blakes.com%7C14b5e8a53f184a6f74e108d8dcb8fe5f%7Cb2a43d850 9bb449097b62ed27388cab2%7C0%7C0%7C637502034382402624%7CUnknown%7CTWFpb GZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3 D%7C1000&sdata=GPW1zOalZSFTQpV93YPomh7lUqh78Pv90edZE8aIpu8%3D&r eserved=0 on Tuesday, May 4, 2021 at 10:00 a.m.

Please refer to Schedule “A” hereto to attend the hearing and advise if you intend to join the hearing by emailing Ryan Morris at [email protected].

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by - 2 -

the Rules of Civil Procedure, serve it on the applicant’s lawyer, or where the applicant does not have a lawyer, serve it on the applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the applicant’s lawyer or, where the applicant does not have a lawyer, serve it on the applicants, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least 4 days before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

DATE: March 29, 2021 Issued by: (Registry Officer)

Address of local office:

330 University Avenue 9th Floor Toronto, Ontario M5G 1R7

TO: All Holders of Common Shares in the capital of Plateau Energy Metals Inc.

AND TO: All Holders of Options to purchase Common Shares in the capital of Plateau Energy Metals Inc.

AND TO: All Holders of Warrants of Plateau Energy Metals Inc.

AND TO: All Holders of Deferred Share Units of Plateau Energy Metals Inc.

AND TO: All Holders of Restricted Share Units of Plateau Energy Metals Inc.

AND TO: The Directors of Plateau Energy Metals Inc.

AND TO: The Auditor for Plateau Energy Metals Inc. - 3 -

AND TO: CASSELS, BROCK & BLACKWELL LLP Suite 2100, Scotia Plaza 40 King Street West Toronto, ON M5H 3C2

Lara Jackson [email protected] Tel: (416) 860-2947

Lawyers for American Lithium Corp. APPLICATION

1. The Applicant, Plateau Energy Metals Inc. (“Plateau”), makes application for:

(a) an order pursuant to section 182 of the Ontario Business Corporations Act, R.S.O. 1990, c. B.16, as amended (the “OBCA”), approving a Plan of Arrangement (the “Arrangement”) proposed by the Applicant and described in the Plateau Management Information Circular (the “Circular”), which Circular will be attached as an exhibit to the affidavit to be filed in support of this Application, and which will result in, among other things, the acquisition of all of the outstanding common shares in the capital of Plateau (the “Shares”) by American Lithium Corp. (“American Lithium”);

(b) an interim order for the advice and directions of this Court pursuant to subsection 182(5) of the OBCA with respect to the Arrangement and this Application (the “Interim Order”);

(c) an order abridging the time for the service and filing or dispensing with service of the Notice of Application and Application Record, if necessary; and

(d) such further and other relief as this Court may deem just.

2. The grounds for the Application are:

(a) Plateau is incorporated pursuant to the laws of Ontario and is an exploration and development company focused on developing large battery grade lithium and uranium projects in Peru to help meet the world’s need for green, clean and efficient energy. Its Shares are listed and traded on the TSX Venture Exchange (“TSX-V”) under the symbol “PLU”;

(b) American Lithium is incorporated pursuant to the laws of British Columbia and is an exploration stage company engaged in the identification, acquisition, exploration and development of resource properties. Its shares are listed and traded on the TSX-V under the symbol “LI”; -2-

(c) pursuant to the Arrangement, American Lithium will acquire all of the issued and outstanding Shares for 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 per Share (the “Exchange Ratio”); and

(i) each outstanding option to purchase Shares (each a “Plateau Option”) will be exchanged for an option to acquire from American Lithium the number of American Lithium Shares equal to the product of the number of Shares subject to such Plateau Option immediately prior to the Effective Date multiplied by 0.29;

(ii) each outstanding Share purchase warrant (each a “Plateau Warrant”) shall receive upon the subsequent exercise of such holder’s Plateau Warrant, in accordance with its terms, in lieu of each Plateau Share to which such holder was theretofore entitled upon such exercise, 0.29 of an American Lithium Share and 0.145 of a common share purchase warrant of American Lithium (provided that if the Plateau Warrant is exercised following the expiry date of the common share purchase warrant of American Lithium, the consideration will not include the common share purchase warrant of American Lithium);

(iii) each outstanding Deferred Share Unit (each a “Plateau RSU”) and each outstanding Restricted Share Unit (each a “Plateau DSU”) of Plateau will fully vest immediately prior to the Effective Time and each Plateau RSU and Plateau DSU will be exchanged for one Share, respectively, and the former holders of such Plateau RSUs and Plateau DSUs, as the case may be, will, following such exchange, participate in the arrangement as holders of Shares;

(d) the Arrangement is an “arrangement” within the meaning of subsection 182(1) of the OBCA; -3-

(e) all statutory requirements for an arrangement under the OBCA either have been fulfilled or will be fulfilled by the date of the return of this Application;

(f) the directions set out and the approvals required pursuant to any Interim Order this Court may grant have been followed and obtained, or will be followed and obtained by the return date of this Application;

(g) the Arrangement is put forward in good faith for a bona fide business purpose, and has a material connection to the Toronto Region;

(h) the Arrangement is fair and reasonable and it is appropriate for this Court to approve the Arrangement;

(i) section 182 of the OBCA;

(j) National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer;

(k) rules 3.02(1), 14.05(2), 16.04(1), 16.08, 17.02, 37 and 38 of the Rules of Civil Procedure; and

(l) such further and other grounds as counsel may advise and this Court may permit.

3. The following documentary evidence will be used at the hearing of the Application:

(a) such Interim Order as may be granted by this Court;

(b) the affidavit of Alan Ferry, to be sworn, and the exhibits thereto;

(c) such further affidavit(s) on behalf of the Applicant reporting as to the compliance with any Interim Order of this Court and as to the result of any meetings ordered by any Interim Order of this Court; and

(d) such further and other material as counsel may advise and this Court may permit. -4-

4. This Notice of Application will be sent to all registered holders of Shares, Plateau Options, Plateau Warrants, Plateau DSUs and Plateau RSUs at the address of each holder as shown on the books and records of Plateau or as this Court may direct in the Interim Order, pursuant to rule 17.02(n) of the Rules of Civil Procedure in the case of those holders whose addresses, as they appear on the books and records of Plateau, are outside Ontario.

March 29, 2021 BLAKE, CASSELS & GRAYDON LLP Barristers & Solicitors 199 Bay Street, Suite 4000 P.O. Box 25, Commerce Court West Toronto, ON M5L 1A9

Ryan A. Morris LSO #50831C Tel: 416-863-2176 Email: [email protected]

Lawyers for the Applicant, Plateau Energy Metals Inc. -5-

Schedule “A”

Conference Details to Join Hearing via Zoom

Join Zoom Meeting https://can01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fus02web.zoom.us%2Fj %2F83614509514%3Fpwd%3DeXkwZ0kyaE1CYUVVWWFkUUhNUmluUT09&data=0 4%7C01%7Cryan.morris%40blakes.com%7C14b5e8a53f184a6f74e108d8dcb8fe5f%7Cb2a43 d8509bb449097b62ed27388cab2%7C0%7C0%7C637502034382402624%7CUnknown%7CT WFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6 Mn0%3D%7C1000&sdata=GPW1zOalZSFTQpV93YPomh7lUqh78Pv90edZE8aIpu8%3 D&reserved=0

Meeting ID: 836 1450 9514 Passcode: 225789 One tap mobile +16132093054,,83614509514#,,,,*225789# Canada +16473744685,,83614509514#,,,,*225789# Canada

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IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, CHAP. B.16, AS AMENDED AND IN THE MATTER OF RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT INVOLVING PLATEAU ENERGY METALS INC. AND AMERICAN LITHIUM CORP.

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Proceeding Commenced at Toronto

NOTICE OF APPLICATION

BLAKE, CASSELS & GRAYDON LLP Barristers and Solicitors 199 Bay Street, Ste. 4000 Commerce Court West Toronto, ON M5L 1A9

Ryan A. Morris LSO# 50831C [email protected] Tel: (416) 863-2176

Lawyers for the Applicant APPENDIX E FAIRNESS OPINION

See attached.

E-1 February 9, 2021

The Board of Directors and the Special Committee of the Board of Directors Plateau Energy Metals Inc. 141 Adelaide St. W, Suite 340 Toronto, ON M5H 3L5

To the Board of Directors:

Haywood Securities Inc. (the “Advisor” or “Haywood”) understands that Plateau Energy Metals Inc. (the “Corporation” and which term shall, to the extent required or appropriate in the context, include the affiliates of the Corporation) proposes to enter into a definitive arrangement agreement (the “Arrangement Agreement” and which term shall include the schedules attached thereto) with American Lithium Corp. (“American”) dated February 9, 2021, pursuant to which American has agreed to acquire all of the issued and outstanding common shares of the Corporation (the “Transaction”). Under the terms of the Arrangement Agreement, the shareholders of the Corporation shall receive 0.29 common shares (the “Consideration Shares”) and 0.145 common share purchase warrants (the “Consideration Warrants”) of American in exchange for each common share of the Corporation held (the “Consideration”). Each full Consideration Warrant shall entitle the holder thereof to acquire one common share of American at an exercise price of C$3.00 for a period of 36 months from the date of issuance. The Transaction will be described in greater detail in a management information circular (the “Circular”) to be prepared by the Corporation and American in compliance with applicable laws, regulations, policies and rules, which Circular will be mailed to the shareholders of the Corporation.

The Board of Directors of the Corporation (the “Board of Directors”) has retained Haywood to provide financial advice to the Corporation and the Special Committee of the Board of Directors (the “Special Committee”), including our opinion (this “Fairness Opinion”) to the Board of Directors and the Special Committee as to the fairness of the consideration to be received by the shareholders of the Corporation under the Arrangement Agreement. Haywood has not prepared a valuation of either the Corporation, American, or any of their respective securities or assets, and this Fairness Opinion should not be construed as such.

Engagement

Haywood was initially approached by the Corporation on January 26, 2021 regarding a potential advisory assignment, and Haywood was formally engaged by the Corporation pursuant to an agreement dated February 1, 2021 (the “Advisory Agreement”). Under the Advisory Agreement, Haywood has agreed to provide the Corporation and the Board of Directors with various advisory services in connection with the Transaction including, among other things, the provision of the Fairness Opinion. Following a review of the terms of the Transaction, Haywood rendered its oral opinion to the Board of Directors and the Special Committee on February 9, 2021. This Fairness Opinion confirms such oral opinion rendered by Haywood to the Board of Directors and the Special Committee.

The terms of the Advisory Agreement provide that Haywood is to be paid a fixed fee for its services, including a fixed fee for the delivery of the Fairness Opinion and a fixed work fee, neither of which are contingent on the successful completion of the Transaction. The Corporation has also agreed to reimburse Haywood for its reasonable out-of-pocket expenses and to indemnify Haywood, its subsidiaries and affiliates, and their respective officers, directors, and employees, against certain expenses, losses, actions, claims, damages and liabilities which may arise directly or indirectly from services performed by Haywood in connection with the Advisory Agreement. The payment of expenses is not dependent on the completion of the Transaction. Head Office – Vancouver Calgary Toronto Waterfront Centre 808 First Street SW Brookfield Place, 181 Bay Street 200 Burrard Street, Suite 700 Suite 301 Suite 2910, Box 808 Vancouver, BC V6C 3L6 Calgary, AB T2P 1M9 Toronto, ON M5J 2T3

Phone: (604) 697-7100 Phone: (403) 509-1900 Phone: (416) 507-2300 Toll-Free: (800) 663-9499 Toll-Free: (877) 604-0044 Toll-Free: (866) 615-2225 E-2 Independence of Haywood

Haywood is not an insider, associate, or affiliate of the Corporation, American, or any of their respective associates or affiliates. Haywood has not entered into any other agreements or arrangements with the Corporation or American or any of their affiliates with respect to any future dealings.

Haywood acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have had and may in the future have positions in the securities of the Corporation and/or American or any of their respective associates or affiliates and, from time to time, may have executed or may execute transactions on behalf of such companies or clients for which it received or may receive compensation. In the ordinary course of trading and brokerage activities, Haywood, the associates and affiliates thereof and the officers, directors and employees of any of them at any time may hold long or short positions, may trade or otherwise effect transactions, for their own account, for managed accounts or for the accounts of customers, in debt or equity securities of the Corporation, American, or related assets or derivative securities. As an investment dealer, Haywood conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to the Corporation or American or the Transaction.

During the 24-month period preceding the date that Haywood was first contacted by the Corporation in respect of the Transaction, Haywood provided financial advisory services to the Corporation in January 2019 for which Haywood was paid a fixed work fee. Haywood has not acted as agent or underwriter in any financings involving the Corporation or American, or any of its associates or affiliates, during the 24-month period preceding the date that Haywood was first contacted in respect of the Transaction.

Credentials of Haywood

Haywood is one of Canada’s leading independent investment dealers with operations in corporate finance, equity sales and trading and investment research. Haywood has been a financial advisor in a significant number of transactions throughout North America involving public and private companies in various industry sectors and has extensive experience in preparing fairness opinions. The opinion expressed herein is the opinion of Haywood, and the individuals primarily responsible for preparing this opinion are professionals of Haywood experienced in merger, acquisition, divestiture, and fairness opinion matters.

The Fairness Opinion represents the opinion of Haywood, the form and content of which have been approved for release by a committee of senior Haywood personnel who are collectively experienced in merger and acquisition, divestiture, restructuring, valuation, fairness opinion and capital markets matters.

Scope of Review and Approach to Analysis

In connection with rendering the Fairness Opinion, Haywood has reviewed and relied upon, or carried out, among other things, the following:

(a) reviewed a draft of the Arrangement Agreement, which we have been advised is in substantially final form;

(b) reviewed a draft of the disclosure letter of the Corporation, which we have been advised is in substantially final form;

(d) reviewed the audited consolidated financial statements of the Corporation for the financial years ended September 30, 2020 and September 30, 2019;

E-3 (e) reviewed the management’s discussion and analysis of the Corporation for the financial years ended September 30, 2020 and September 30, 2019;

(f) reviewed the unaudited consolidated financial statements of the Corporation for the financial quarters ended June 30, 2020, March 31, 2020 and December 31, 2019;

(g) reviewed the management’s discussion and analysis of the Corporation for the financial quarters ended June 30, 2020, March 31, 2020 and December 31, 2019;

(h) reviewed the management information circular of the Corporation dated January 29, 2020;

(i) reviewed the audited consolidated financial statements of American for the financial years ended February 29, 2020 and February 28, 2019;

(j) reviewed the management’s discussion and analysis of American for the financial years ended February 29, 2020 and February 28, 2019;

(k) reviewed the unaudited consolidated financial statements of American for the financial quarters ended November 30, 2020, August 31, 2020 and May 31, 2020;

(l) reviewed the management’s discussion and analysis of American for the financial quarters ended November 30, 2020, August 31, 2020 and May 31, 2020;

(m) reviewed the management information circular of American dated July 23, 2020;

(n) reviewed the annual information form of American dated October 9, 2020 for the year ended February 29, 2020;

(o) reviewed certain press releases and other publicly available information relating to the business, financial condition and trading history of each of the Corporation and American and other select public companies considered relevant;

(p) reviewed applicable National Instrument 43-101 compliant technical reports of the Corporation and American;

(q) reviewed corporate presentations of each of the Corporation and American;

(r) reviewed certain historical financial information and operating data concerning the Corporation and American;

(s) reviewed certain projected financial information, including without limitation, budgets and financial forecasts, which were prepared and provided by the Corporation and American;

(t) reviewed certain internal documents which were prepared and provided by the Corporation and American;

(u) reviewed historical market prices and valuation multiples for the common shares of the Corporation and the common shares of American and compared such prices and multiples with those of certain publicly traded companies that were deemed relevant for the purposes of our analysis;

(v) reviewed publicly available financial data for merger and acquisition transactions that were deemed comparable for the purposes of our analysis;

E-4 (w) reviewed certain industry and analyst reports and statistics that were deemed relevant for the purposes of our analysis; and

(x) reviewed and considered such other financial, market, technical and industry information, and conducted such other investigations, analyses and discussions (including discussions with management of the Corporation) as was considered relevant and appropriate in the circumstances.

In addition, Haywood has participated in discussions with members of the Corporation’s management team regarding the Corporation, past and current business operations, and the Corporation’s financial condition and prospects.

Haywood did not complete a detailed technical due diligence review, and has relied upon management of the Corporation for all technical due diligence matters, without independent verification. No physical due diligence of any of the assets of the Corporation or American was undertaken by Haywood. Haywood has not, to the best of its knowledge, been denied access by the Corporation to any other information under its control requested by Haywood.

Haywood did not meet with the auditors of the Corporation or American and has assumed the accuracy and fair presentation of and relied upon the audited consolidated financial statements of each of the Corporation and American, respectively, and the reports of the auditor thereon.

In our assessment, we considered several techniques and used a blended approach to determine our opinion on the Transaction. We based this Fairness Opinion upon a number of quantitative and qualitative factors.

Assumptions and Limitations

With the approval and agreement of the Board of Directors, we have relied upon and assumed, without assuming responsibility or liability for independent verification, the completeness, accuracy and fair presentation of all financial information, business plans, financial analyses, forecasts and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by the Corporation or American, their respective subsidiaries, directors, officers, associates, affiliates, consultants, advisors and representatives relating to the Corporation, American, their respective subsidiaries, associates and affiliates, and to the Transaction. The Fairness Opinion is conditional upon such completeness, accuracy and fair presentation. We have not been requested to or, subject to the exercise of professional judgment, attempted to verify independently the completeness, accuracy or fair presentation of any such information, data, advice, opinions and representations and assume no responsibility or liability in connection therewith. We have not conducted or been provided with any valuation or appraisal of any assets or liabilities, nor have we evaluated the solvency of the Corporation or American under any provincial or federal laws relating to bankruptcy, insolvency or similar matters. In addition, we have not assumed any obligation to conduct any physical inspection of the properties or the facilities of the Corporation or American. Haywood expresses no opinion as to the results of any future resource estimates, economic studies or other third-party analyses that may be released prior to or following completion of the Transaction, or the market reaction to such results. The technical due diligence investigations conducted by Haywood were limited in scope and relied heavily on the experience of management of the Corporation.

With respect to any financial analyses, forecasts, projections, estimates and/or budgets provided to Haywood and used in its analyses, we note that projecting future results of any company is inherently subject to uncertainty. Haywood has assumed, however, that such financial analyses, forecasts, projections, estimates and/or budgets were prepared using the assumptions identified therein and that such assumptions reflect the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Corporation and American. We express no view as to such financial analyses, forecasts, projections, estimates and/or budgets or the assumptions on which they were based.

Haywood was not engaged to review any legal, tax or regulatory aspects of the Arrangement Agreement and the Fairness Opinion does not address such matters. In preparing the Fairness Opinion, we have made several assumptions, including that all of the conditions required to complete the Transaction will be met and that the disclosure provided in the Circular

E-5 with respect to the Corporation, American and their respective subsidiaries and affiliates and the Transaction will be accurate in all material respects.

We have relied as to all legal matters relevant to rendering our Fairness Opinion upon the advice of counsel. We have further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on the Corporation or American or on the contemplated benefits of the Transaction.

The Fairness Opinion is rendered as at the date hereof and on the basis of securities markets, economic and general business and financial conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Corporation and American as they are reflected in the information provided by the Corporation and American and as they were represented to us in our discussions with management of the Corporation. It should be understood that subsequent developments may affect this Fairness Opinion and that we do not have any obligation to update, revise, or reaffirm this opinion. We are expressing no opinion herein as to the price at which the common shares of the Corporation or American will trade at any future time. In our analyses and in connection with the preparation of the Fairness Opinion, we made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of Haywood and any party involved in the Transaction.

We have not been asked to prepare and have not prepared a valuation of the Corporation, American or any of the securities or assets thereof and our opinion should not be construed as a “formal valuation” (within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions). Certain senior officers of the Corporation have represented to Haywood that, to the best of their knowledge, there have been no prior valuations (as that term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) or appraisals of the Corporation or any material property of the Corporation or any of its subsidiaries or affiliates, made in the preceding 24 months and in the possession or control or knowledge of the Corporation, which have not been provided to Haywood.

This Fairness Opinion is provided for the use of the Board of Directors of the Corporation only and may not be disclosed, referred or communicated to, or relied upon by, any third-party without our prior written consent. Haywood consents to the inclusion of this Fairness Opinion in the Circular. This Fairness Opinion is given as of the date hereof and Haywood disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Fairness Opinion which may come or be brought to the attention of Haywood after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Fairness Opinion after the date hereof, Haywood reserves the right to change, modify or withdraw the Fairness Opinion.

Haywood believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying this Fairness Opinion. The preparation of an opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis.

Fairness Conclusion

Based on and subject to the foregoing and such other factors as Haywood considered relevant, Haywood is of the opinion that, as of the date hereof, the Consideration to be received by the shareholders of the Corporation pursuant to the Arrangement Agreement is fair, from a financial point of view, to such shareholders.

Yours truly,

HAYWOOD SECURITIES INC.

E-6 APPENDIX F INFORMATION CONCERNING AMERICAN LITHIUM

Unless the context otherwise requires, all references in this Appendix F to “American Lithium” means “American Lithium Corp.” Certain other terms used in this Appendix F that are not otherwise defined herein are defined under “Glossary of Terms” in the Circular to which this Appendix F is attached.

General

American Lithium is listed on the TSXV and trades under the symbol “LI”, on the OTCQB under the symbol “LIACF” and on the Frankfurt Stock Exchange under the symbol “5LA”. American Lithium is a reporting issuer in each of the provinces of British Columbia and Alberta. Its corporate office is located at Suite 1507, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3 and its registered and records office is located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

Further information regarding the business of American Lithium, its activities and mineral properties can be found in the American Lithium AIF (defined herein) and other documents incorporated by reference herein. Recent Developments On January 13, 2021, American Lithium announced that it had submitted a Plan of Operations to the Bureau of Land Management, moving towards its next phase of development and operations at its TLC Property, and increasing the surface disturbance allowance to 168 acres in two phases, 84.5 acres in Phase 1, and 78.5 acres in Phase 2; this will specifically allow for: 95 new drill sites which will aim to further characterize the mineral resource; 5 large test pits intended to provide bulk sampling for metallurgical testing; a 5-acre laydown area intended for the future pilot plant; and biological and cultural surveys that may be used for further permitting. On February 9, 2021, American Lithium announced that it had entered into the Arrangement Agreement with Plateau, pursuant to which American Lithium has agreed to acquire all of the outstanding Plateau Shares. On February 24, 2021, American Lithium announced that it has been named to the 2021 TSX Venture 50, an annual ranking of top performing listed companies on the TSXV. On March 4, 2021, American Lithium announced that it was selected by the U.S. Department of Energy Advanced Manufacturing Office, with co-recipient, American Battery Technology Company (“ABTC”) and another industry partner, to receive grant funding totalling 50% of the capital cost for a US$4.5 million lithium extraction/hydroxide pilot plant. The grant provides funding to complete field demonstration of

F-1 selective leaching, targeted purification, and electro-chemical production of battery grade lithium hydroxide precursor from US claystone deposits, and more specifically the TLC Property. On March 23, 2021, American Lithium announced a break-through in upgrading its TLC lithium claystones and achieving a 66% lithium grade increase by utilizing physical separation techniques to reduce mass by 49% and increase lithium grade to 2200 ppm. Documents Incorporated by Reference Information in respect of American Lithium has been incorporated by reference in this Circular from documents filed with certain securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from Emily Ketchen, Company Secretary by mail at Suite 1507, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3 and by telephone at 604 428 6128. In addition, copies of the documents incorporated herein by reference are also available electronically under American Lithium’s profile on SEDAR at www.sedar.com. American Lithium’s filings through SEDAR are not incorporated by reference in this Circular except as specifically set out herein. The following documents of American Lithium, filed with certain securities commissions or similar authorities in Canada, are specifically incorporated by reference into, and form an integral part of, this Circular:

(a) the annual information form of American Lithium for the year ended February 29, 2020 (the “American Lithium AIF”);

(b) the audited annual consolidated financial statements of American Lithium, as at and for the years ended February 29, 2020 and February 28, 2019, together with the notes thereto, the auditors’ report thereof;

(c) management’s discussion and analysis for the years ended February 29, 2020 and February 28, 2019 (the “American Lithium MD&A”);

(d) the condensed interim consolidated financial statements of American Lithium as at and for the three and nine months ended November 30, 2020 and 2019, together with the notes thereto;

(e) management’s discussion and analysis for the three and nine months ended November 30, 2020 and 2019;

(f) the management information circular dated July 23, 2020 prepared in connection with the annual general and special meeting of American Lithium shareholders held on August 26, 2020; and

(g) the material change report dated February 19, 2021 in respect of the Arrangement. Any document of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 — Short Form Prospectus Distributions (excluding confidential material change reports), if filed by American Lithium with a securities commission or similar regulatory authority in Canada after the date of this Circular, but prior to the Effective Date, disclosing additional or updated information including the documents incorporated by reference herein, filed pursuant to the requirements of the applicable securities legislation in Canada, will be deemed to be incorporated by reference in this Circular.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent

F-2 that a statement contained in this Circular or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Circular, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Making such a modifying or superseding statement shall not be deemed to be an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, untrue statement of a material fact, nor an omission to state a material fact that is required to be stated or necessary to make a statement not misleading in light of the circumstances in which it is made.

Dividends and Distributions

American Lithium has not, for any of the three most recently completed financial years or its current financial year, declared or paid any dividends on the American Lithium Shares, and does not currently have a policy with respect to the payment of dividends. For the foreseeable future, American Lithium does not anticipate that it will pay dividends but will retain future earnings and other cash resources for the operation and development of American Lithium’s business. The payment of dividends in the future will depend on American Lithium’s earnings, if any, its financial condition and such other factors as its board of directors considers appropriate.

Description of Capital Structure

The authorized share capital of American Lithium consists of an unlimited number of American Lithium Shares. As of the date of this Circular, 126,454,069 American Lithium Shares were issued and outstanding. In addition, as of the date of this Circular, there were 7,046,667 outstanding stock options of American Lithium (the “American Lithium Options”) and 5,477,400 American Lithium Warrants outstanding. Holders of American Lithium Shares are entitled to receive notice of any meeting of shareholders of American Lithium, to attend and to cast one vote per American Lithium Share at such meetings. Holders of American Lithium Shares are also entitled to receive on a pro-rata basis such dividends, if any, as and when declared by the board of directors of American Lithium at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of American Lithium are entitled to receive on a pro-rata basis, the net assets of the American Lithium after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority. The American Lithium Shares do not carry any pre-emptive, subscription, redemption or conversion rights.

Consolidated Capitalization

There has been no material change in American Lithium’s share and loan capital structure on a consolidated basis since November 30, 2020, the date of American Lithium’s most recent unaudited consolidated interim financial statements. Readers should refer to American Lithium’s unaudited consolidated interim financial statements of American Lithium as at and for the three and nine months ended November 30, 2020 including the notes thereto and management’s discussion and analysis thereof, the audited consolidated annual financial statements of American Lithium for the year ended February 29, 2020, including the notes thereto, and management’s discussion and analysis thereof, as well as the pro forma financial statements of the Combined Company attached as Appendix H to this Circular.

F-3 Market for Securities

The American Lithium Shares are listed for trading on the TSXV under the trading symbol “LI”. The following table sets forth the high and low prices and total monthly volume of the American Lithium Shares as traded on the TSXV for the periods indicated. All share prices are shown in Canadian dollars.

Period High ($) Low ($) Volume 2020 February 0.415 0.210 6,271,956 March 0.370 0.135 3,938,205 April 0.265 0.170 1,656,910 May 0.520 0.240 9,805,759 June 1.070 0.420 26,365,580 July 2.980 0.870 50,820,018 August 1.940 1.090 17,351,394 September 1.550 0.810 10,411,544 October 1.560 1.000 11,726,843 November 1.510 1.040 7,474,034 December 1.340 1.080 6,383,738

2021 January 2.550 1.210 35,316,756 February 4.210 1.970 43,811,392 March 1 - 30 3.400 2.120 14,383,769

Prior Sales

The following table summarizes issuances of common shares in the capital of the American Lithium or securities convertible into American Lithium Shares during the 12-month period preceding the date of this Circular.

Number or Amount Date of of Issue/Exercise Issuance/Grant Type of Security Securities Issued Price May 22, 2020 Common Shares 400,000(2) $0.125 100,000(2) $0.375 300,000(1) $0.31 Common Shares May 25, 2020 1,781,600(2) $0.125 358,333(2) $0.25 May 26, 2020 Common Shares 200,000(1) $0.31 May 27, 2020 Common Shares 100,000(1) $0.31 800,000(2) $0.125 308,000(2) $0.25 100,000(2) $0.375 Common Shares June 3, 2020 600,000(2) $0.375 1,163,667(2) $0.25 620,000(2) $.125

F-4 Number or Amount Date of of Issue/Exercise Issuance/Grant Type of Security Securities Issued Price Common Shares June 5, 2020 700,000(2) $.125 650,000(2) $0.375 Common Shares June 10,2020 250,000(2) $0.375 Common Shares June 12, 2020 160,000(2) $0.375 Common Shares June 16, 2020 50,000(2) $0.375 25,000(2) $0.125 200,000(1) $0.31 500,000(3) $0.64

(2) June 17, 2020 Common Shares 850,000 $0.375 20,000(2) $0.125 50,000(2) $0.25

(2) June 19, 2020 Common Shares 328,000 $0.375 521,660(2) $0.125

(2) June 23, 2020 Common Shares 270,000 $0.75 1,700,000(2) $0.375 200,000(2) $0.25 300,000(1) $0.31 165,000(1) $0.35

(2) June 25, 2020 Common Shares 668,450 $0.75 294,250(2) $0.375 210,000(2) $0.125 June 29, 2020 Common Shares 198,000(2) $0.375 33,750(2) $0.75 July 3, 2020 Common Shares 250,000(2) $0.125 850,000(2) $0.25 July 7, 2020 Common Shares 171,000(2) $0.375 30,000(2) $0.75 250,000(2) $0.125 July 9, 2020 Common Shares 125,000(2) $0.375 135,000(1) $0.35 363,500(2) $0.75 250,000(2) $0.125 July 10, 2020 Common Shares 644,500(2) $0.375 695,650(2) $0.75 30,000(2) $0.25 July 14, 2020 Common Shares 540,962(2) $0.75 1,735,000(2) $0.375 Common Shares July 16, 2020 Common Shares 308,750(2) $0.75 920,000(2) $0.375 100,000(2) $0.25 300,000(2) $0.125 160,000(1) $0.31 843,750(3) $1.36 July 17, 2020 Common Shares 1,265,000(1) $0.75 700,000(1) $0.375

F-5 Number or Amount Date of of Issue/Exercise Issuance/Grant Type of Security Securities Issued Price July 21, 2020 Common Shares 250,000(2) $0.75 122,000(2) $0.375 48,500(2) $0.125 100,000(1) $0.35 July 23, 2020 Common Shares 200,000(2) $0.375 50,000(2) $0.75 July 24, 2020 Common Shares 1,000,000(2) $0.125 July 31, 2020 Common Shares 666,666(2) $0.25 76,250(2) $0.75 254,000(2) $0.375 August 7, 2020 Common Shares 167,400(2) $0.75 August 14, 2020 Common Shares 290,000(2) $0.375 30,881(2) $0.75 240,000(1) $0.31 75,000(1) $0.35 August 18, 2020 Common Shares 44,750(2) $0.75 August 19, 2020 Common Shares 400,000(2) $0.375 August 26, 2020 Common Shares 71,162(2) $0.75 225,000(2) $0.375 100,000(1) $0.35 September 2, 2020 Common Shares 40,000(2) $0.375 130,000(2) $0.50 303,480(2) $0.75 September 11, 2020 Common Shares 185,657(2) $0.75 September 18, 2020 Common Shares 200,000(2) $0.125 414,600(2) $0.75 September 21, 2020 Common Shares 50,000(1) $0.25 September 25, 2020 Common Shares 150,000(2) $0.125 September 28, 2020 Common Shares 50,000(1) $0.25 October 9, 2020 Common Shares 150,000(1) $0.25 October 21, 2020 Common Shares 50,000(1) $0.31 November 2, 2020 Common Shares 150,000(2) $0.125 November 12, 2020 Common Shares 150,000(2) $0.125 November 23, 2020 Common Shares 100,000(1) $0.25 January 8, 2021 Common Shares 210,004(2) $0.375 January 12, 2021 Common Shares 100,000(1) $0.25 25,000(1) $0.35 January 13, 2021 Common Shares 400,000(1) $0.25 January 14, 2021 Common Shares 200,000(1) $0.25 350,000(2) $0.375 January 19, 2021 Common Shares 35,000(1) $1.28 100,000(1) $0.31 January 20, 2021 Common Shares 50,000(1) $0.25 100,000(1) $0.375

F-6 Number or Amount Date of of Issue/Exercise Issuance/Grant Type of Security Securities Issued Price January 21, 2021 Common Shares 109,200(2) $0.125 100,000(1) $0.31 25,000(1) $0.35 50,000(1) $0.25 February 4, 2021 Common Shares 940,000(2) $0.375 333,333(2) $0.25 February 5, 2021 Common Shares 3,605,426(2) $0.375 291,670(2) $0.125 February 10, 2021 Common Shares 100,000(2) $0.375 25,000(2) $0.125 100,000(1) $0.31 February 12, 2021 Common Shares 5,000(1) $1.28 80,000(1) $0.375 February 18, 2021 Common Shares 450,000(1) $0.25 183,000(1) $1.28 100,000(1) $0.35 200,000(2) $0.375 February 19, 2021 Common Shares 50,000(1) $1.28 February 23, 2021 Common Shares 97,000(1) $1.28 March 5, 2021 Common Shares 33,333(1) $1.28

Notes: (1) Issued pursuant to the exercise of American Lithium Options. (2) Issued pursuant to the exercise of American Lithium Warrants. (3) Issued to Nevada Alaska Mining Co. in connection with a royalty buyback.

On February 5, 2021, the last trading day on which the American Lithium Shares traded prior to announcement of the Arrangement, the closing price of the American Lithium Shares on the TSXV was $2.85. On March 30, 2021 the closing price of the American Lithium Shares on the TSXV was $2.21. Risk Factors

An investment in American Lithium Shares and the completion of the Arrangement are subject to certain risks. In assessing the Arrangement, Plateau Securityholders should carefully consider the risks described under Risk Factors Associated with the Arrangement and the risks described in the American Lithium AIF, the American Lithium MD&A and other documents incorporated by reference herein.

Material Contracts

In addition to the material contracts disclosed in the documents of American Lithium incorporated herein by reference, the Arrangement Agreement is a material contract of American Lithium and was entered into before the date of this Circular and is still in effect as of the date hereof. The Arrangement Agreement is available electronically under American Lithium’s profile on SEDAR at www.sedar.com. Interests of Experts

The scientific and technical information relating to the TLC Property that is referenced in this Circular or in documents incorporated by reference herein is based on the technical report entitled “Technical Report

F-7 TLC Property, Nye County, Nevada, USA” dated May 4, 2020 and prepared by Derek Loveday, P.Geo and William A. Turner, P.Geo. of Stantec Consulting Ltd.

None of the foregoing experts, nor any director, officer, partner, or employee thereof, as applicable, received or has received a direct or indirect interest in American Lithium’s property or of any of its associates or affiliates. As at the date hereof, such persons, and the directors, officers, partners and employees, as applicable, of each of the experts beneficially own, directly or indirectly, in the aggregate, less than one percent (1%) of the securities of American Lithium and they did not receive any direct or indirect interest in any securities of American Lithium or of any associate or affiliate of American Lithium in connection with the preparation of such report.

Manning Elliott LLP, Chartered Professional Accountants, who prepared the auditors’ report accompanying the audited financial statements of American Lithium for the most recent year end report that they are independent in accordance with the Chartered Professional Accountants of British Columbia as at the date of such audit report.

F-8 APPENDIX G INFORMATION CONCERNING THE COMBINED COMPANY

Unless the context otherwise requires, all references in this Appendix G to the “Combined Company” means “American Lithium”. Certain other terms used in this Appendix G that are not otherwise defined herein are defined under “Glossary of Terms” in the Circular to which this Appendix G is attached.

General On completion of the Arrangement, American Lithium will continue to be a corporation incorporated under and governed by the BCBCA. On the Effective Date, American Lithium will own all of the Plateau Shares and Plateau will be a wholly owned subsidiary of American Lithium. The Combined Company will continue operations of American Lithium and Plateau on a combined basis.

The Combined Company’s corporate office will continue to be located at Suite 1507, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3 and its registered and records office will continue to be located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

Organizational Chart

The following chart illustrates the Combined Company’s principal subsidiaries after completion of the Arrangement. All subsidiaries are wholly-owned.

Material Mineral Properties

Following the completion of the Arrangement, the three principal properties of the Combined Company will be the TLC Property, located in Nevada, and the Falchani and Macusani Properties, both located in Peru. For further information regarding the TLC Property please see Appendix F – Information Concerning American Lithium, as well as the American Lithium AIF and other documents incorporated by reference herein.

Falchani Project

The description in this section of the Falchani Project (the “Falchani Project”) is based on the Falchani Project’s technical report: Falchani Lithium Project NI 43-101 Technical Report – Preliminary Economic Assessment (report date: March 19, 2020; effective date: February 4, 2020) (the “Falchani Technical Report”). The report was prepared in accordance with NI 43-101 by DRA Pacific (“DRA”) under the supervision of John Joseph Riordan B.Sc, C.Eng, FAusIMM, MIChemE, RPEQ, David Alan Thompson B- Tech, Pr. Cert. Eng, SACMA,Valentine Eugene Coetzee B.Eng, M.Eng, Pr.Eng, and Stewart Nupen B.Sc

G-1 Report”). The report was prepared in accordance with NI 43-101 by DRA Pacific (“DRA”) under the supervision of John Joseph Riordan B.Sc, C.Eng, FAusIMM, MIChemE, RPEQ, David Alan Thompson B- Tech, Pr. Cert. Eng, SACMA,Valentine Eugene Coetzee B.Eng, M.Eng, Pr.Eng, and Stewart Nupen B.Sc (Hons), FGSSA, Pr Sci Nat of The Mineral Corporation (“TMC”); all qualified persons within the meaning of NI 43-101. The following description has been prepared under the supervision of Ted O’Connor, a director and Technical Consultant of Plateau, who is a qualified person within the meaning of NI 43-101, but is not independent of the Company. All currencies used in this summary of the Falchani Technical Report are in Canadian dollars unless otherwise noted.

The conclusions, projections and estimates included in this description are subject to the qualifications, assumptions and exclusions set out in the Falchani Technical Report, except as such qualifications, assumptions and exclusions may be modified in this Circular. We recommend you read the Falchani Technical Report in its entirety to fully understand the Falchani Project. You can download a copy from our SEDAR profile (www.sedar.com).

Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Falchani Project Description, Location and Access

The Falchani Project is on the Macusani Plateau, located in the Carabaya Province, Puno District of south- eastern Peru in the Andes Mountains. Located approximately 650 km east southeast of Lima and about 220 km by the Interoceanica Highway from Juliaca in the south, two roads connect the Falchani Project to the Interoceanica Highway and are accessible year-round. The Falchani Project consists of an open pit mine and an associated processing facility along with onsite and off-site infrastructure to support the operation.

The Interoceanica Highway (“IH”) is a system of tarred/sealed roads that link the ports of Materani, Molendo and Ilo on the west coast of Peru over the Andes Mountains to the west side of Brazil. The IH passes within 10km to 15km to the east of the Macusani Project Area (“MPA”). Two unpaved roads connect the Falchani Project to the IH and other unpaved roads, generally in good condition, connect the Falchani Project and various other sites within the MPA to one another. These roads are accessible during the dry season in two-wheel drive vehicles and during the wet season in four-wheel drive vehicles. The closest airport to the MPA is located at Juliaca. The facility is in good condition and services daily flights from Lima and Cusco.

The Mineral Resources in the Falchani Technical Report fall within two mining concessions owned by Macusani Yellowcake S.A.C, as shown in Table 1 . Macusani Yellowcake S.A.C. is 100% controlled and 99.5% owned by Plateau.

Table 1 - Mining concessions

Mining Concession Code Mining Concession Name Date Conferred Owner

010320205 Falchani 13/10/2005 Macusani Yellowcake S.A.C.

010215005 Ocacasa 4 11/07/2005 Macusani Yellowcake S.A.C.

G-2 Peruvian law does not vest surface rights with mineral rights and any proposed development requires the developer to purchase the surface rights or negotiate an appropriate access agreement with the surface rights owners to have access to the property.

At present the Company has working agreements (“convenios”) with the following communities within the MPA: Chaccaconiza, Isivilla, an independent cooperative (Imagina), Quelccaya and various independent small land holders. The working agreement with the community of Quelccaya is valid until July 2020. Until sanctioned otherwise, the agreement with the cooperative and the small land holders is open ended and based on the progress achieved by exploration. The agreement with the communities of Chaccaconiza and Isivilla have expired and are being renegotiated. Short-term agreements and subsequent renewals are the model under which Plateau has been working with its host communities for the past 15 years. The Company is in constant dialogue with all of its host communities in the MPA as part of its continuity of community relations programs and does not foresee any issues with subsequent renewals when the time comes.

With the exception of mining concessions granted within urban expansion areas, the term of a mining concession is indefinite but with restrictions and objective based criteria including payment of annual license fees of US$3 per hectare. Failure to pay the applicable license fees for two consecutive years will result in the termination of the mining concession. A single annual fee is payable.

On February 20, 2019, The Institute of Geology, Mining and Metallurgy (“INGEMMET”) issued Resolution No. 0464-2019-INGEMMET/PD (the “Resolution”) declaring the expiration of the Ocacasa 4 concession, among others, citing the late payment of annual concession fees. The Resolution was upheld by the Ministry of Energy and Mines (“MINEM”) in July 2019, through Resolution No. 363-2019-MINEM/CM (together with the Resolution, the “Admin Resolutions”). As the expiration of Ocacasa 4 was not issued through a court of law, administrative acts may be declared invalid within 2 years of the original issuance, through a legal process. In October 2019, the court in Peru admitted the “Demanda Contencioso Administrativa” submitted by Macusani Yellowcake S.A.C., in adherence with the prescribed deadline (3 months) to commence the judicial process requesting annulment of the Admin Resolutions that cancelled the concessions and seeks to restore their validity and Macusani Yellowcake S.A.C.´s legal title to the concessions. As reported by Plateau in November 2019 and March 1, 2021, Macusani Yellowcake S.A.C. has been granted “Medidas Cautelares” (“Precautionary Measure”) with respect to these 32 concessions1. The Precautionary Measure provides for:

 Temporary suspension of the effects of the Resolution declared by INGEMMET

 Temporary suspension of the effects of the resolutions issued by MINEM which confirmed the resolution issued by INGEMMET

 Temporary suspension of the effects of the Presidential Resolution W/N issued by INGEMMET. dated October 3rd, 2018, that declared inadmissible the accreditation of the payments for the 32 mining concessions, and

 Temporary restoration of the validity and ownership of the 32 mining concessions.

1 As announced in a press release dated March 2, 2021, filed on SEDAR, Plateau has been granted an injunction “Medidas Cautelares” for the remaining 15 concessions against the administrative resolutions issued by the Institute of Geology Mining and Metallurgy and the Mining Counsel of the Ministry of Energy and Mines in Peru.

G-3 Plateau has further reported that it is anticipated that a Precautionary Measure will be obtained for the remaining 15 mining concessions, one of which is Ocacasa 4, in due course.2 The Contentious- Administrative proceedings potentially have three phases and could last for between 36 and 78 months. Plateau has indicated to TMC’s QP that it intends pursuing both judicial and administrative remedies in the interim. If Plateau does not obtain a successful resolution to these proceedings, Macusani Yellowcake S.A.C.’s title to the Ocacasa 4 concession could be revoked and Plateau would not be able to proceed with the Base Case scenario which is inclusive of both the Falchani and Ocacasa 4 concessions (the “Base Case”). The Falchani Technical Report presents an Alternative Case which represents only the Falchani concession (the “Alternative Case”) to demonstrate the economic value as a standalone project in light of the current dispute with regards to the ownership of the Ocacasa 4 concession.

History

In 1975, the uranium and nuclear activities in Peru were placed under the control of the Instituto Peruano de Energia Nuclear (IPEN). A five-year exploration plan (1976-1981) was initiated with the aim of identifying and developing resources in the country. The Macusani East area was the most studied area in southern Peru by IPEN. After IPEN discovered the first 60 uranium showings in 1978, systematic radiometric prospecting and trenching were carried out over an area of approximately 600km2, culminating in the discovery of numerous additional uranium showings.

From mid-1977, a long-term United Nation Development Programme/International Atomic Energy Agency (UNDP/IAEA) project was initiated consisting of regional reconnaissance over selected areas. The results of most of the work were negative except for those from a car-borne radiometric survey of the Puno Basin where a significant discovery was made near Macusani in the southern Cordillera Oriental, north of Lake Titicaca. Anomalies were found in the volcanic and interbedded sediments of the Upper Tertiary age Macusani volcanics and the Permian age Mitu Group. In the same exploration phase, additional anomalies were located to the south-southwest near Santa Rosa in Tertiary age porphyritic rhyolites and andesites. These (and other discoveries in the Lake Titicaca region) concentrated the exploration in the area. A helicopter spectrometric survey of selected areas was completed in 1980 in Muñani, Lagunillas and Rio Blanca as an IAEA/IPEN Project and a fixed wing survey was completed in an adjacent area by IPEN. Numerous uranium anomalies were discovered.

In 1984, the Organization for Economic Co-operation and Development’s Nuclear Energy Agency and the IAEA sponsored an International Uranium Resources Evaluation Project Mission to Peru. The mission estimated that the Speculative Resources of the country fell within the range of 6,000 to 11,000t of uranium.

To a large extent, the cyclical nature of uranium exploration on the Macusani Plateau has been driven by the fluctuating price of the commodity since the mid-1980s. During the collapse of prices in the 1980s and in the wake of the Three Mile Island accident, there was little incentive for exploration and mining companies to explore for uranium. However, the uranium prices experienced a rise between 2001 and 2008 during which time junior mining companies mobilized their campaigns by staking properties over prospective ground. Amongst these early explorers was Vena Resources Inc (“Vena”) who acquired seven concessions in the Macusani Plateau as well as additional concessions elsewhere in Peru. In 2006, Vena commenced scintillometer prospecting, radon and surface outcrop mapping over various IPEN uranium showings. Global interest in uranium declined in the wake of the global economic crisis of 2008/2009 and, more so, in the aftermath of the Fukushima Daiichi nuclear disaster in March 2011.

2 As announced in a press release dated March 2, 2021, filed on SEDAR, Plateau has been granted an injunction “Medidas Cautelares” for the remaining 15 concessions against the administrative resolutions issued by the Institute of Geology Mining and Metallurgy and the Mining Counsel of the Ministry of Energy and Mines in Peru.

G-4 Macusani Yellowcake Inc. was a Canadian uranium exploration and development company focused on the exploration of its properties on the Macusani Plateau since 2007. Macusani Yellowcake Inc. has been actively exploring in the Macusani area since 2007.

Macusani Yellowcake Inc. was incorporated in November 2006 and was created through the amalgamation of privately held Macusani Yellowcake Inc. and Silver Net Equities Group, a TSX Venture Capital pool company, and owned a 99.5 % interest in the Peruvian concessions of Global Gold S.A.C (“Global Gold”).

Macusani Yellowcake Inc. and Azincourt Uranium Inc. announced in September 2014 that they had completed the acquisition by Macusani Yellowcake Inc. of Azincourt Uranium Inc.’s adjacent uranium properties located on the Macusani Plateau. Under the terms of the transaction, Macusani Yellowcake Inc. acquired 100% of Azincourt’s Peruvian subsidiary, Minergia S.A.C (“Minergia”). Arising from this transaction, there was a consolidation of mining concessions.

On April 30, 2015, Macusani Yellowcake Inc. changed its name to Plateau Uranium Inc. Young (2015) reported consolidated uranium Mineral Resources estimates for six mineral complexes that fell under the Plateau Uranium umbrella. In May 2016, the Mineral Resources for two of the complexes (Kihitian and Isivilla) were updated to include lithium and potassium.

Subsequently, the name of the Peruvian operating company was changed from Global Gold S.A.C. to Macusani Yellowcake S.A.C., which holds all the MPA mineral concessions. In March 2018, Plateau Uranium Inc. changed its name to Plateau Energy Metals Inc.

The Company owns a 100% interest in the Peruvian concessions through Macusani Yellowcake S.A.C.

No meaningful exploration, apart from the regional exploration described in the Falchani Technical Report, was undertaken prior to 2017 on the Falchani Project. All of the exploration initiatives which inform these Mineral Resource estimates are described in the Falchani Technical Report.

Geological Setting, Mineralization and Deposit Types

The Macusani concessions are located in the Carabaya Province, Puno Department of south-eastern Peru in the Andes. The Andes are a geographical feature formed by active mountain building processes driven by plate tectonics. In the Puno, mainly Paleozoic sediments (520-250Ma old) that were formed on the western Brazilian Craton have been highly deformed by thrusting and folding due to the westwards movement of the South American tectonic plate (Brazilian Craton) over-riding the Pacific tectonic plate (Nazca Plate) along the western margin of the Americas over the last ±150Ma. The Andes represents a large anticlinorium complicated by a series of faults and intrusions, with the flanks of this superstructure made up of the coastal Mesozoic and eastern Palaeozoic belts.

In the Falchani Project area, late Tertiary tuffs, ignimbrites and associated sediments are preserved in a NW-SE trending graben. Much of the Early Tertiary and Mesozoic cover was eroded prior to deposition of the pyroclastics so they were deposited in part directly on the Palaeozoic rocks including Late Palaeozoic intrusives (Hercynian granites) and extrusives (Mitu volcanics).

Limited mineralogical work has been undertaken on samples from the Falchani Project to date, but the understanding of the stratigraphy has evolved through exploration mapping and drilling programmes. In the immediate vicinity of the boreholes drilled at the Falchani Project, the youngest rocks would appear to be these described in the field by Plateau as the Upper Rhyolite. Below the Upper Rhyolite is the Upper Breccia, which separates the Upper Rhyolite from the Lithium-rich Tuff. Limited mineralogical or petrological studies have been undertaken to date; however, additional mineralogical work has

G-5 commenced. The interpretation of the geological environment and lithium deportment at the Falchani Project is based on observations in drill core and outcrop, and the analysis of lithium and other element distributions in the exploration results to date.

The Upper Breccia, Lithium-rich Tuff and Lower Breccia show remarkably consistent vertical zonation of lithium, strontium, cesium and other elements. The highest concentration of lithium is at the top and bottom of the Lithium-rich Tuff.

The Lithium-rich Tuff, and the transitional Upper and Lower Breccias are interpreted to have been deposited in a technically active, crater-lake environment, where the breccias represent the transition from the rhyolitic ash-flows above and below, and the Lithium-rich Tuff, represents a period of sub-aerial deposition. This is supported by the regular layering observed in the tuff, and the angular clasts of the breccia. The lithium mineralization is thought to be primary, although alteration and enrichment by groundwater or hydrothermal fluids in the interim has not been ruled out.

The lithium mineralization is thought to be primary, although alteration and enrichment by groundwater or hydrothermal fluids in the interim has not been ruled out.

Lithium minerals are commercially exploited from three principal sources – brines, pegmatites and the clay mineral hectorite.

Lithium rich brines are formed through the chemical weathering of volcanic lithium bearing rocks by hydrothermal fluids usually restricted to basins in areas of high evaporation, forming lithium carbonate minerals such as zabuyelite. Close to 70% of the world’s lithium brine deposits are situated in the borders of Chile, Bolivia and Argentina (Lithium Triangle) area. The Lithium Triangle contains the largest brine source lithium deposits such as Salar de Atacama, Sala de Uyuni and Salar de Hombre Muerto.

Lithium minerals such as spodumene, petalite and lepidolites are found in coarse crystalline hydrothermal pegmatites, formed by the crystallization of post magmatic fluids. Lithium containing pegmatites are rare and are generally associated with tin and tantalite.

The style of lithium mineralization for the Macusani region is very different to these types of deposits, as it is interpreted to be inherent within the glass-rich acidic volcanic tuffs.

At the Falchani Project, the lithium-rich volcanic tuff unit is interpreted to be sub-aerial and the transitional Li-rich breccias are interpreted to have been deposited in a crater lake volcano-sedimentary environment.

Exploration

The typical exploration rationale for the Macusani region involves the delineation of potential uranium anomalies through a combination of regional geological interpretation and surface radiometric techniques in order to delineate targets for further investigation through drilling. Macusani Yellowcake S.A.C. has conducted ground-based radiometric surveys from a hand-held scintilometer over large portions of its properties as a guide for its drilling programmes.

Exploration was initiated at the Falchani Project as a result of a radiometric anomaly. In addition to the radiometric information, Plateau have undertaken surface sampling and at the end of April 2018, had

G-6 collected some 180 samples, which were analyzed for lithium. The surface samples were not used in the Mineral Resource estimate, but provide additional confidence, combined with recent drilling, that the Lithium-Rich Tuff extends to surface, as has been modelled in the geological model.

The total number of boreholes drilled at the Falchani Project at the end of January 2019 was 51.

Drilling

Two diamond drilling programmes have been undertaken at the Falchani Project. The first campaign was initiated in 2017, and the second programme continued to the end of December 2018. In total, 51 drillholes have been drilled by Macusani Yellowcake S.A.C. totaling 14,816m from 15 platforms as shown in Table 2.

Table 2 - Drilling programme summary

Number of Length of Drilling No. of Samples Deposit Drillholes (m) (excluding QA/QC)

Total 51 14,816 9,102

Due to drill access limitations, the drilling was mainly undertaken from a series of platforms, with anything from two to nine drillholes being drilled radially from each platform. The platform spacing resulted in mineralized zone intersection separation distances ranging from 50m to up to 200m.

The drilling conditions in the Lithium-rich Tuff were good, however, within the Upper and Lower Breccias, more difficult conditions were encountered. The core recovery over the length of the drillholes ranged from 85% to 100%, with an average of 97%, indicating that the overall core recovery is acceptable.

Sampling, Analysis and Data Verification

Whole core (over the entire length of the drillhole) was sampled. Individual samples varied from a minimum of 0.5m to a maximum of 1.0m, with a mean of 0.9m. Selection of the length to sample was based on visual observation of the mineralization and assisted by radiometric measurements.

Core from these deposits was scrutinized by the QP during the May 2018 site visit and, it was determined that although the overall quality of the core recovered was good, there are zones, particularly within the Upper and Lower Breccia, where drilling conditions are difficult, and the core recovery is relatively poor. The QP’s perception gained by scrutiny of the core available on site was that, although the core could in some cases be somewhat blocky, the core recovery in the Lithium-rich Tuff was good, and the core pieces fitted together well in the core boxes prior to sampling. In the Upper and Lower Breccias, the core recovered was often broken, and an assessment of core recovery was difficult. The overall core recovery was 97%. Given the overall thickness of the mineralized zones, the consistent lithium grade within the zones and the relatively good core recovery, it is considered unlikely that any bias related to core recovery could be introduced.

As the entire core was sampled, the sample taken from the core box is considered representative. Whole core was sampled in order to minimize the risk of sample loss. Thus, the method of sampling the whole core is sound, even though no intact library sample was retained. A comprehensive photo archive has been retained however, along with the sample reject material.

G-7 Sample preparation occurred on site at a mobile field station which was located close to the drill rigs and periodically re-located. Once logged and photographed, the entire core identified for sampling was placed into a sampling bag. The pre-marked aluminium tag was stapled to the sample bag. Sample depths were recorded together with a basic geological description on a sampling reconciliation log. This log was later captured into an Excel spreadsheet. Quality control samples in the form of standards were inserted at the permanent field office located in the village of Isivilla. These standards were prepared by Macusani Yellowcake S.A.C. and certified by ALEPH Group & Asociados S.A.C. Metrologia de las Radiaciones (Radioactivity Measuring Techniques) by having check analyses of the standards completed at CERTIMIN SA (CERTIMIN), which was previously known as the Centro de Investigación Minera y Metalủrgica (CIMM), laboratory in Lima.

The complete sample batch, accompanied by a senior representative of the Macusani Yellowcake S.A.C. exploration team, was sent by road to the town of Juliaca. The samples entered the CERTIMIN LIMS system at this point. From the preparatory laboratory in Juliaca, the pulverized samples were transported by CERTIMIN, to the main CERTIMIN Laboratory in Miraflores, Lima, by either road or as air freight. TMC examined the sample receiving facilities at all three laboratories and found them to be well organized. It would appear that the chain of custody of the Macusani Yellowcake S.A.C. samples from site to final analysis is reasonably secure.

The samples were weighed on delivery and entered into the LIMS system. Drying was completed over a 12 hour period at 100˚C. Crushing was done by two jaw crushers; the first to 6mm and the second to 2.5mm. Crushing was completed when the sample was 100% <2.5mm. Laboratory standards were entered into the stream after the first jaw crusher. The jaw crushers were flushed with quartz, some of which were sent to the Lima offices for analysis on a regular basis.

One certified reference material, one blank sample and two duplicate samples were incorporated into each batch of 50 samples delivered to CERTIMIN for laboratory analytical quality assurance and control (QAQC). These results were given to Macusani Yellowcake S.A.C. on the analysis certificates.

After homogenization, the crushed sample was riffle split to an approximate 250g sample that was pulverized by a ring mill. The ring mill was flushed with quartz after approximately every five samples or if there was a marked color change in the crushed material. The preparation facility strives to have the pulverized material at 85% <200 mesh grain size. The jaw crushers, riffles and ring mills are all cleaned with compressed air and are located within sub-housings to keep contamination to a minimum. The reject material is kept on site but will eventually be transported to the Macusani Yellowcake S.A.C. warehouse in Lima. The pulverized material was manually homogenized. Wet samples were dried before an approximate 0.20g aliquot (±0.02g) sample was spooned out and digested with a mixture of HCl+HNO3+HF+HClO4 acid over a period of 8hrs. The concentration of lithium was determined from the acid digested liquid by inductively coupled plasma - mass spectrometry (ICP-MS) for abundances of 0.05ppm to 10 000ppm (1%). Any results greater than 10 000ppm were re-analyzed via inductively coupled plasma - optical emission spectrometry (ICP-OES). The latter instrument would require a new acid digest to be completed on an aliquot of 0.25g. The ICP-MS and ICP-OES equipment is calibrated daily with three appropriate standards.

The methods undertaken by CERTIMIN to prepare and analyze the samples for lithium are considered acceptable by TMC. As described in the Falchani Technical Report, the QP undertook a site visit to the CERTIMIN Laboratory in Lima, and walked through the acid digestion and ICP-MS sections. The laboratory was well organized and professional.

The data which informs these lithium Mineral Resource estimates was generated by Plateau, or its subsidiaries, since the initiation of exploration on the Falchani Project in 2017. Plateau inserted standards,

G-8 blanks and duplicate (Field) samples into the sampling streams, in addition to those inserted by the laboratory, in order to assess the accuracy and precision of the lithium analytical results.

The results for the Field and Laboratory Standards have been analyzed using error deviation plots. With this technique, an error deviation within the ±10% range is considered to signify acceptable levels of accuracy by the laboratory. The bulk of the results for both the Field and Laboratory Standards fill within the ±10% range and all of those which fall outside are for the very low concentration lithium standard. The results for the standards inserted for lithium are considered acceptable. The results for Field and Laboratory Duplicates have been analyzed using the mean deviation method. The mean deviation results show good reproducibility of lithium analysis, for both Field and Laboratory duplicates, and TMC would consider the analytical precision to be acceptable for lithium. As would be expected, the Laboratory Blanks return values below the detection limit of >0.1 Li ppm. The Field Blanks show low levels of lithium. The levels of lithium returned are not considered material, when compared with the anticipated lithium grades within the Falchani Project.

The Mean Deviation results show good precision and the error deviation for the lithium standard was generally below 5% which signifies acceptable levels of accuracy by the laboratory. The blank control sample results reported negligible Li concentrations. TMC concludes that the results of the inserted QAQC samples are acceptable for lithium Mineral Resource estimation.

TMC received the drillhole logging results as a series of Microsoft Excel files. The same data was also provided in the form of a Microsoft Access database. The data from the database was imported in Datamine Studio™ for further analysis. A check on the accuracy of the transposition of approximately 5% of the sample results from assay certificate to database was completed by TMC, and no transcription errors were identified.

The QP considers the sampling methods, sampling recovery and sample quality to be acceptable. The procedures undertaken by the laboratory were noted to be of a high standard, and appropriate for the analysis of lithium. The QAQC results indicate that acceptable levels of accuracy and precision, and no contamination, have been obtained by the laboratory. Finally, the validation undertaken on the sample database found no deficiencies in the capture and storage of information. The database is thus considered sufficiently reliable to be used to inform the Mineral Resource estimates.

Mineral Processing and Metallurgical Testing

A substantial body of metallurgical testwork has been carried out on the Falchani lithium-bearing tuff material. The testwork referenced in this report was carried out by Tecmmine in Peru (prior to 2018) and testwork carried out in 2018 and 2019 was carried out by Techmine and ANSTO Minerals in Australia. Both the Tecmmine and ANSTO testwork was carried out on the lithium rich tuff obtained from a trench on site. The testwork supports a number of technically viable process flowsheet routes (hydrochloric acid leaching, salt roast, sulfation baking, pressure leaching, purification processes) but for the purpose of the Falchani Technical Report a flowsheet using atmospheric leaching in a sulfuric acid medium, followed by downstream purification processes, was selected for the production of battery grade lithium carbonate. The early focus of the acid leach process was on maximizing the extraction of lithium using aggressive leach conditions and the later work focused on optimizing the leach parameters and confirming inputs to the process design criteria.

The process flow sheet was developed by DRA, working with ANSTO Minerals (ANSTO) and with input from M.Plan International (M.Plan). Following mining, mineralized material will be crushed to a P80 of 150 μm, followed by a warm (95 °C) sulfuric acid tank leach with a residence time of 24 hours, to extract ~89% of lithium to leach solution. The process utilizes conventional up-front tank leaching, widely used in various

G-9 mining operations to extract metals from mineralized material today. This is followed by a three-stage purification process to reduce various impurities in the leach solution, mechanical evaporation and conventional precipitation, using a crystallization plant, to produce a battery grade Li2CO3 product. An overall recovery of 80% from mineralized material to Li2CO3 is utilized in the Falchani Technical Report.

As a significant portion of the operating costs are derived from sulfuric acid use as the leaching reagent, the Falchani Technical Report includes the construction of a 1,700 tonnes per day (tpd) sulfur burning acid plant at site in Phase I (P1) to produce, on average, 1,500 tpd of sulfuric acid. The acid plant includes a power generation facility that generates approximately 18MW of clean energy from the steam generated in the sulfur burner. In subsequent phases, additional modules are added to meet expanded processing capacity.

Mineral Resource Estimates

The drillhole database described in the Falchani Technical Report was the primary source of data for the Mineral Resource estimates. The subhorizontal lithium mineralization occurs within the Lithium-rich Tuff, which varies in thickness from 50m to 140m, and the Upper Breccia and Lower Breccia, which occur in the immediate hangingwall and footwall of the Lithium-rich Tuff, respectively.

The mineralized zones are interpreted to form a broad basin, dipping gently to the north-north east. Three north-south striking faults have been interpreted, with throws of between 10m and 50m. The position and throw of the other two faults are informed by drilling, and it is interpreted that they have the same north- south orientation. The zones are thinnest on the edge of the basin and are thicker towards the centre. Three north-south striking faults have been interpreted, with throws of between 10m and 50m. The position and orientation of one of the faults is informed by the north-south oriented valley, which is in the central part of the Falchani Project. The position and throw of the other two faults are informed by drilling, and it is interpreted that they have the same north-south orientation. The occurrence of other structures, particularly east-west or near east-west structures cannot be ruled out. The relative confidence in the structural interpretation has been considered in the application of geological losses and the Mineral Resource classification.

TMC imported the drillhole data contained in Plateau Microsoft Access database into Datamine Studio™. Modelling codes were assigned to each borehole, on the basis of the lithological description provided by Plateau, and analytical patterns. The upper and lower bounding surface for each of the zones identified were constructed utilizing Datamine Strat3D™ modelling software, applying Inverse Distance (ID) interpolation of the zone thickness.

The surface topography used to constrain the Mineral Resource model was generated using Google Earth™ by Plateau. A mesh of coordinated elevation points was digitized, and the points exported to Datamine Studio. Although a high-resolution topography should be sourced for detailed mine planning in the future, the QP is satisfied that the topographic surface generated by Plateau is sufficiently detailed to allow robust estimates of Mineral Resource tonnages.

Plateau generated surface topography to constrain the Mineral Resource mode and a mesh of elevation points was exported. Although a high-resolution topography should be sourced for detailed mine planning in the future, the QP is satisfied that the topographic surface generated by Plateau is sufficiently detailed to allow robust estimates of Mineral Resource tonnages.

In general, a 5% geological loss has been applied, to take into account potential losses due to faulting. Two areas have been identified where the risk to the tonnage estimates is considered higher than normal, due to a combination of limited drilling data and the close proximity of the mineralized zones to the surface

G-10 topography. In these two areas, which include the valley area between Falchani East and Falchani West, a geological loss of 10% has been applied. The average volume-weighted geological loss applied in the Mineral Resource estimate is 5.8%.

Two types of cut-offs have been applied. The application of a lithological cut-off determined the top of the upper breccia unit (“UBX”), and to the base of the lower breccia unit (“LBX”). This is a natural lithological boundary, which corresponds with a lithium grade of around 0.1% Li2O (460ppm Li), and this boundary was applied during the definition of the geological wireframes. The lithium grade within the five mineralized zones constrained by the top of the UBX and the base of the LBX is consistently and significantly above 0.1% Li2O. A block cut-off grade of 1000 ppm Li was applied.

Mineral Resource classification was informed by geostatistical confidence, as expressed in the block Kriging Efficiency (KE), after giving consideration to the confidence in the supporting database.

The Ocacasa 4 concession, which forms part of the mineral resources considered in the Base Case of the Falchani Technical Report, is currently subject to administrative and judicial processes (together, the “Processes”) in Peru to overturn resolutions issued by INGEMMET and the Mining Council of MINEM in February 2019 and July 2019, respectively, which declared Macusani Yellowcake S.A.C.’s title to the Ocacasa 4 concession invalid due to late receipt of the annual validity payment. In November 2019, the Company applied for injunctive relief on 32 concessions in a Court in Lima, Peru and was successful in obtaining such an injunction on 17 of the 32 concessions. The grant of the Precautionary Measures (Medida Cautelars) has restored the title, rights and validity of those 17 concessions to Macusani Yellowcake S.A.C. until a final decision is obtained in at the last stage of the judicial process. A Precautionary Measure application was made at the same time for the remaining 15 concessions, including Ocacasa 4, however, the process has been delayed due to various factors.3 A date for the hearing has not yet been set. If the Company does not obtain a successful resolution of Processes, Macusani Yellowcake S.A.C.’s title to the Ocacasa 4 concession could be revoked and the Falchani Project would proceed as presented in the Alternative Case.

Both cases consider only the lithium-rich bearing tuffs (LRT), namely LRT1, LRT2, and LRT3, three of five geological units presented in the Falchani Project technical report, effective March 1, 2019, titled “Mineral Resource Estimates for the Falchani Lithium Project in the Puno District of Peru”, prepared in accordance with NI 43-101 by TMC and filed under the Company’s profile on SEDAR on April 18, 2019 (the “2019 Technical Report”). As a result, the Base Case and Alternative Case utilize less than 48% and 47%, respectively, of the total mineral resource estimates included in the 2019 Technical Report. The Mineral Resource estimates have not been updated to inform the Preliminary Economic Assessment (“PEA”), however, owing to the current mineral tenure dispute, for the Alternative Case, only the Falchani Concession Mineral Resource estimate has been considered. These mineral tenure circumstances have been considered, and on the basis of the information provided to the QP by Plateau, the QP considers it reasonable to continue to report these estimates as Mineral Resources.

Table 3 summarizes the Indicated and Inferred Mineral Resources for the Base Case, effective 1 March 2019, based on a 1000ppm lithium cut-off grade.

3 As announced in a press release dated March 2, 2021, filed on SEDAR, Plateau has been granted an injunction “Medidas Cautelares” for the remaining 15 concessions against the administrative resolutions issued by the Institute of Geology Mining and Metallurgy and the Mining Counsel of the Ministry of Energy and Mines in Peru.

G-11 Table 3 - Falchani Project Mineral Resources (Base Case) effective 1 March, 2019

Grade Contained Tonnes Li O Li CO License Classification Zone (1) (Li ppm) 2 2 3 Li CO (Mt) (%) (%) 2 3 (2) (Mt) UBX 5.38 1 472 0.32 0.78 0.04 LRT1 6.15 3 718 0.80 1.98 0.12 LRT2 16.66 3 321 0.72 1.77 0.29 Indicated LRT3 11.03 3 696 0.80 1.97 0.22 LBX 10.16 1 901 0.41 1.01 0.10 Total 49.39 2 961 0.64 1.58 0.78 Falchani UBX 8.44 1 616 0.35 0.86 0.07 LRT1 13.84 3 290 0.71 1.75 0.24 LRT2 28.68 2 994 0.64 1.59 0.46 Inferred LRT3 16.13 3 292 0.71 1.75 0.28 LBX 57.39 2 250 0.48 1.20 0.69 Total 124.48 2 629 0.57 1.40 1.74 UBX 0.85 1 750 0.38 0.93 0.01 LRT1 1.32 3 668 0.79 1.95 0.03 LRT2 5.37 3 232 0.70 1.72 0.09 Indicated LRT3 2.00 3 658 0.79 1.95 0.04 LBX 2.00 1 379 0.30 0.73 0.01 Ocacasa Total 11.53 2 926 0.63 1.56 0.18 4 UBX 5.33 1 911 0.41 1.02 0.05 LRT1 10.17 3 422 0.74 1.82 0.19 LRT2 33.62 3 292 0.71 1.75 0.59 Inferred LRT3 21.11 3 349 0.72 1.78 0.38 LBX 65.36 2 297 0.49 1.22 0.80 Total 135.59 2 777 0.60 1.48 2.00 1UBX = upper breccia; LRT = Lithium rich tuff; LBX = lower breccia 2 Li Conversion Factors as follows: Li:Li2O=2.153; Li:Li2CO3=5.323; Li2O:Li2CO3=2.473

Table 4 summarizes the Indicated and Inferred Mineral Resources for the Alternative Case, effective 1 March 2019, based on a 1000ppm lithium cut-off grade.

G-12 Table 4 - Alternative Case Falchani Lithium Project Resources (effective 1 March, 2019)

Contained Tonnes Grade Li O Li CO License Classification Zone (1) 2 2 3 Li CO (Mt) (Li ppm) (2) (%) (%) 2 3 (Mt) Indicated UBX 5.38 1,472 0.32 0.78 0.04 LRT1 6.15 3,718 0.80 1.98 0.12 LRT2 16.66 3,321 0.72 1.77 0.29 LRT3 11.03 3,696 0.80 1.97 0.22 LBX 10.16 1,901 0.41 1.01 0.10 TOTAL 49.39 2,961 0.64 1.57 0.78 Falchani Inferred UBX 8.44 1,515 0.35 0.86 0.07 LRT1 13.84 3,290 0.71 1.75 0.24 LRT2 28.68 2,994 0.64 1.59 0.46 LRT3 16.13 3,292 0.71 1.75 0.28 LBX 57.39 2,250 0.48 1.20 0.69 TOTAL 124.48 2,629 0.57 1.40 1.74 1UBX = upper breccia; LRT = lithium rich tuff; LBX = lower breccia 2 Li Conversion Factors as follows: Li:Li2O=2.153; Li:Li2CO3=5.323; Li2O:Li2CO3=2.473

Mineral Reserve Estimates

At the present level of development there are no Mineral Reserves quoted for the Falchani Project.

Inferred Mineral Resources were used in the Life of Mine (“LoM”) plan. Inferred Mineral Resources represent approximately 70% of the currently defined Mineral Resources. The Falchani Technical Report, and the PEA contained therein, is preliminary in nature, includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as not Mineral Reserves and there is no certainty that the preliminary economic assessment will be realized. Mineral Resources that are not Mineral Reserves have not demonstrated economic viability. Mineral Reserves can only be estimated as a result of an economic evaluation as part of a preliminary feasibility study or feasibility study of a project.

A preliminary open pit Whittle optimisation and conceptual production schedules to support the Falchani Technical Report was completed in order to assess the potential of the Falchani Project.

Highly volatile Lithium market supply and demand conditions could have significant effects on the Falchani Project’s overall economic viability.

Mining Operations

Open pit mining is planned to use conventional truck and shovel mining methods with drill and blasting to break the rock mass into manageable particle sizes. Mining operations are planned to be undertaken by a contractor operated fleet, which is the cost basis for this preliminary economic assessment. Mining and processing operations will be conducted 24 hours day, seven (7) days week and 353 days per year.

G-13 The following design parameters were used for the Falchani Technical Report study:

 Fully mobile production equipment, consisting of medium sized hydraulic shovels and 90 tonne rigid dump trucks has been planned

 Total mining costs of $2.40/t of material moved at altitude is the basis for the Falchani Project economics

 Support equipment will be Front End Loaders, tracked dozers, graders, and water trucks

 The run-of-mine pad at near the Process Plants primary crusher will be the mining and process battery limit

 Benchmarked operation elevation of 4,700masl was used.

 Optimisation of mining sequencing to minimise the waste stripping costs in phase I of the production ramp up

 10m waste benches, with stacking of 2 benches was basis of the design used to access mineralise material to a maximum depth of 200m.

 Geotechnically designed slope are applied to relevant pit areas.

The Base Case open pit design contains 145Mt (LoM) of mineralised material with an average Li grade of 3,338ppm. The stripping ratio is low at 0.97:1, waste t to mineralisation t, and the total waste mined is 142Mt. The last year of production (Yr 33) has incorporated minor remnant material which would otherwise have required a further year of production.

The resource summary result is shown in Table 5:

Table 5 - Base Case Mineral Resource Summary

Base Case Mineral Resources in Optimisation Engineered

Parameter Unit Value

Mine Production Life yr 33

Diluted/Recovered Process Feed Material Mt 145.4

Diluted Li grade (mill head grade) ppm 3 338

Contained LCE (Mt) Mt 2.588

Waste Mt 141.6

Total Material Mt 287.0

Strip Ratio tw:to 0.97

G-14 Mine planning pushback selection and production scheduling was undertaken the selected pit shells for the Base Case. The conceptual mine scheduling was based on the Base Case ramping up to a maximum 6Mtpa of process plant feed.

Dilution & Loss

Due to the fact that the mining deposits are massive with low strip ratios the following dilution and losses parameters were used:

 Mining losses of only 2% were used due to the limited zones of interaction between waste and mineralised material.

 Geological losses of 5.8% average are derived from the geological resource works which consider the current relatively low drilling density.

Mine Sequencing and Scheduling

Base Case open pit scheduling was completed using Whittle. The annual mining schedule has been developed based on maximum ramped up mill feed of 6Mtpa, (≈16,500tpd). The life of the mine of the Falchani Project is approximately 33 years, (including 6 months pre-production), based on the 145Mt of Indicated and Inferred Mineral Resources.

The life-of-mine (LoM) stripping ratios, a pre-production waste strip has been included in the mine scheduling. 6.33Mt of waste has been included owing to the local topography and orientation of mineralisation.

Production plant ramp-ups for the Base Case are detailed in Table 6:

Table 6 - Production Ramp Up Base Case

Production Ramp Up Yr 1 Yr 2 Yr 3 to 7 Yr 8 Yr 9 to 12 Yr 13 Yr 14 to 32

Base Case (Plant Feed Mtpa) 0.75 1.00 1.50 2.25 3.00 4.50 6.00

Processing and Recovery Operations

The Falchani Project operation consists of an open pit mine and an associated processing facility along with on-site and off-site infrastructure to support the operation. The Base Case design for the process plant is based on achieving a peak milled tonnage of 6Mtpa over three phases. A total of 2.1 million tonnes of lithium (minimum purity 99.5%) product is produced over life of mine at a lithium recovery of 80%.

The Falchani Lithium process plant consists of the following steps:

• Mineralised Material Handling; • Crushing & Grinding; • Acid Leaching; • Pre-neutralisation; • Neutralisation;

G-15 • Softening; • Evaporation; • Ion Exchange; • Lithium Carbonate Precipitation and Product Handling; • Potassium / Sodium Sulfate Crystallisation; • Dry Stacked Filtered Tailings; • Services and Utilities. The estimated average running load has been calculated using expected power draw from the equipment and factored (in certain cases) to tonnage throughput. A calculated unit power draw of 76.4 kWh/t mineralised material has been applied. An acid plant co-generation benefit of 18MW has been estimated which realizes a net surplus of power during plant operation and establishes the operation as self-sufficient. As a contingency, an annual allowance of 5% of normal power consumption (excluding acid plant credit) has been applied to account for the start-up of the sulfur burning plant and this power will be sourced from the grid. The raw water make-up requirement is 1.38m3/t of feed to the plant. This quantity takes into account the acid plant water requirement and the water recovered from filtering the tailings.

Figure 1 - Acid Leach Block Flow Diagram

Infrastructure, Permitting and Compliance Activities

An investigation into infrastructure requirements for the Falchani Project revealed the following requirements for the Falchani Project site.

G-16 • Access road;

• Raw water supply;

• Power transmission line and sub-stations;

• Emergency power;

• General site services;

• Buildings;

• Tailings transportation and storage.

Access Road

The existing connecting road between the highway and the Falchani Project site is not suitable for heavy vehicle transit. A study was conducted by Vice Versa Consulting to evaluate potential access road options. On the outcomes from this study, the Falchani Project has assumed a new road starting at the diversion that is currently used to access the area of the Falchani Project. This option takes advantage of the existing section of access to the town of Tantamaco, Isivilla and the accesses built for the communities of Quelccaya and Chaccaconiza.

Water

Water is sourced from local river courses. In its 2014 Preliminary Economic Assessment for Plateau’s uranium projects, GBM Mining Engineering Consultants Limited (GBM) was of the view that the area has access to sufficient water resources for the purposes of mining operations at a rate of 1Mt/y. The availability of water has not been assessed during the Falchani Technical Report and TMC recommends that the availability of suitable water be quantified in later stages of the Falchani Project’s development.

Power

The San Gaban II hydro generation station is approximately 40 kms (88 kilometers via the IH) to the north of the MPA and high voltage power lines run adjacent to the MPA. In order for a grid connection to be made an extension of the power line will be required to reach the Falchani Project site and any connection will be subject to negotiation with the supply authority. These matters will need to be taken into account as the Falchani Project progresses.

The plant’s primary source of electrical power will be the power co-generation facility at the acid plant. Diesel-fuelled generators will provide power for remotely located equipment (the raw water pumps at the river and equipment located at the tailings storage facility). The grid will provide power for emergency lighting and for key process drives (for example, leach tank agitators, scrubber fans, thickener rakes).

Tailings Transportation and Storage

Tailings from the plant will be pumped to a belt filter adjacent to the Tailings Storage Facility. The filtered tailings will then be stacked in the TSF and the filtrate will be pumped back to the process water tank in the plant. Vice Versa Consulting have identified a number of suitable locations for the TSF that will be utilised throughout the life of the Falchani Project. The Base Case will utilize a total of three deposition locations over LoM based on capacity requirements.

G-17 Permitting

Peru has many environmental laws and regulations that apply to resources sector. These are arranged in a general framework of laws, legislative decrees, supreme decrees, legislative resolutions, ministerial resolutions and decisions. Key among these are: the General Environmental Law (28611-2005) (GEL); the Environmental Impact Assessment (EIA) Law (27446-2001); the Environmental Impact Assessment Regulation (Supreme Decree 019-2009); the Environmental Regulation on Exploration Activities (020- 2008-EM) (EREA); the Environmental Regulation for mining exploration activities (020-2008-EM); and the Regulations on the Protection and Environmental Management for exploitation, operation, general labor, transportation and storage (040-2014-EM).

Prior to commencing mine development and operation, Peruvian Environmental Regulations require an EIA-d to be carried out. The EIA-d must be approved by SENACE before mining activities may commence.

Environmental

A baseline environmental study undertaken by ACOMISA, a Lima-based environmental consulting company, and continued in collaboration with Anddes is ongoing. The study was expanded to include each of the Falchani Project and Macusani Uranium Project areas and now covers the affected areas belonging to the communities of Isivilla, Tantamaco, Corani, Chimboya and Paquaje, and Chacaconiza. The study has recently progressed into an EIA that includes community relations and impacts of future development, as well as flora, fauna, water, air and noise sampling and comprehensive archaeological studies.4

Social, Community and Environmental Impacts

An environmental study will be completed to fully understand the potential social and environmental impacts due to the implementation of the Falchani Project.

The development of the Falchani Project will include the following Green Initiatives:

• Water Efficiency: Use of filtered tailings enables recycling of up to 90% of process water;

• Environmental and Personnel Safety: Use of environmentally responsible dry stacking tailings technology;

• Clean Energy Generation: The sulfuric acid plant on site produces sufficient clean energy to power entire process plant and provide excess power;

• Future development work to evaluate opportunities such as:

o Electric mine fleet with excess clean energy storage on site;

o Rainwater run off storage and additional water recycling;

o Low CO2 transport and logistics for consumables.

4 As disclosed in Plateau’s management discussion and analysis for the years ended September 30, 2020 and 2019, filed on SEDAR, Plateau disclosed that restrictions put in place to mitigate COVID-19 in Peru may cause delays to the completion of the EIA as work had been put on hold during lockdown. However, some EIA activities continued in 2020, albeit at a slower pace. Archaeological studies and recent EIA study work have shown that to date, there are no sites of cultural or archaeological significance affecting the Falchani Lithium Project.

G-18 Capital and Operating Costs

A contractor-operated fleet has been adopted for the purposes of this Falchani Project and capital requirements relating to mining cover pre-site establishment. The capital cost estimate for the plant has been compiled based on a priced mechanical equipment list. Factors were applied to the equipment cost to derive costs for bulk materials, freight, installation and for Falchani Project indirects. Initial (Phase I) capital estimates are identical for both the Base Case and Alternative Case. Quotations from suppliers have accounted for approximately 80% of total equipment costs. Non-process infrastructure costs relating to access roads and the TSF have been based on a study concluded by Vice Versa Consulting.

The prepared estimate is classified by DRA as a Class 4 estimate with a +40 % / -40 % accuracy, similar to an AACE International Class 4 (+50 % / -30 %) and deemed suitable for a PEA-level study.

A 10% contingency, relative to total process plant cost and exclusive of non-process infrastructure, has been allocated to the direct and indirect costs. The contingency is a weighted average obtained by applying different contingency percentages, ranging from 7.5% to 20%, to the different cost elements of the capital estimate based on the level of detail of the quotes received. A 15% contingency allowance has been included for non-process infrastructure which is inclusive of the TSF and access roads.

A summarized version of the capital estimates over LoM has been presented in the table below and cover the Base Case. The initial capital outlay amounts to US$ 587m of which direct costs constitute 58% of total costs. Table 7 shows the capital cost summary for the Falchani Project by area presented in US$.

Table 7 - Capital Expenditure – Base Case(1)

Total Capital Phase I (Initial), Phase II, Phase III, (LoM), Area US$’000 US$’000 US$’000 US$’000 Mining Capital, Pre-strip 19,195 - - 19,195 Process Plant, Direct Costs 341,486 273,189 546,378 1,161,053 Process Plant, Infrastructure 30,309 24,247 48,495 103,051 Process Plant, Indirect Costs 91,409 73,127 146,254 310,790 Process Plant, Contingency 50,952 40,762 81,524 173,238 Tailings and Bulk Infrastructure (incl. 53,618 7,321 112,113 173,049 contingency) Closure - - - 30,000 Total Project Capital Cost 586,968 418,646 934,763 1,970,377 Note: Costs for closure capital have been estimated. Note: (1) The amounts in this table have been rounded to the nearest whole number and as a result, the total capital amounts, including the Total Project Capital Cost, are subject to such rounding that is reflected in this table.

The operating cost estimate has been completed from a zero base and presented in US$. Costs associated with power, labour, materials, consumables and general and administration have been included in this estimate. A contractor-operated fleet has been adopted for the purposes of this Falchani Project.

The prepared estimate is classified by DRA as a Class 4 estimate with a +40 % / -40 % accuracy, similar to an AACE International Class 4 (+50 % / -30 %) and deemed suitable for a PEA-level study. A

G-19 contingency of 0% has been applied to the Falchani Project operating costs due to the level of scope definition.

The overall operating cost estimate is presented in Table 8 for the Base Case. The breakdown shows all the costs associated with mine and plant operation covering costs for contractor mining, labour, power, maintenance, reagents, consumables and general administration. The reduction in unit operating costs, relative to Phase I, are realised due to economies of scale. Key cost drivers for both options reside with the process plant of which reagents constitute the largest single cost category overall.

Table 8 - Operating Costs – Base Case

% of Total Description Unit Phase I Phase II Phase III LoM (LoM) Total Material Milled tonnes 11,500,000 16,500,000 117,453,660 145,453,660 - Lithium Carbonate tonnes 173,096 240,269 1,666,748 2,080,113 Produced Mining Costs Total Cost US$’000 92,842 88,212 492,779 673,832 8 US$/t Mining Unit Cost 8.07 5.35 4.20 4.63 - Milled Mining Unit Cost US$/t LCE 536 367 296 324 - Processing Costs Total Cost US$’000 623,026 831,293 5,707,833 7,162,152 87 US$/t Process Unit Cost 54.18 50.38 48.60 49.24 - Milled Process Unit Cost US$/t LCE 3,599 3,460 3,425 3,443 - G&A Costs Total Cost US$’000 42,000 37,000 178,000 257,000 3 US$/t G&A Unit Cost 3.65 2.24 1.52 1.77 - Milled G&A Unit Cost US$/t LCE 243 154 107 124 - Tailings Disposal Costs Total Cost US$’000 10,335 14,828 115,261 140,425 2 Tailings Disposal Unit US$/t 0.90 0.90 0.98 0.97 - Cost Milled Tailings Disposal Unit US$/t LCE 60 62 69 68 - Cost Total Operating Costs Total Operating Costs US$’000 768,203 971,334 6,493,873 8,233,409 100 Overall Unit Operating US$/t 66.80 58.87 55.29 56.60 - Cost Milled Overall Unit Operating US$/t LCE 4,438 4,043 3,896 3,958 - Cost

The financial evaluation presents the determination of the net present value (NPV), payback period (time in years to recapture the initial capital investment), and the internal rate of return (IRR) for the Falchani Project. Annual cash flow projections were estimated over the life of the mine based on the estimates of capital expenditures, production cost, and sales revenue. The analysis has been conducted in real terms with no consideration given to inflation or escalation of costs or prices over the life of the Falchani Project.

G-20 The economic analysis is prepared on a 100% equity project basis and does not consider financing scenarios. An 8% real discount rate has been used in the analysis. An average throughput rate of 4,407,687tpa producing 63,034tpa of product is projected for the Base Case. Two pricing models, an approximate rounded three year trailing average price and a BMI forecast based price (battery grade lithium, FOB South America), have been assessed in the model.

The total capital cost over LoM is estimated to be US$ 1.97bn, inclusive of mine rehabilitation and closure costs, with an initial capital expenditure of US$ 587m allocated for Phase I. Mining and processing costs are estimated to be US$ 324/t LCE and US$ 3,443/t LCE on average, respectively over LoM. General and administration costs begin at US$ 5m ramping up to US$ 9m and then tapering down to US$ 7m during the last year of production. The analysis has revealed a post-tax Net Present Value (NPV) of US$ 1.55bn with an internal rate of return (IRR) of 19.7% and post-tax payback period of 4.7 years based on a trailing average LoM price of US$ 12,000/t. The BMI price forecast model realises an improved Falchani Project value with a post-tax NPV of US$ 1.98bn with an IRR of 23.4% and post-tax payback period of 3.6 years. The outcomes of the analysis are summarised and presented in Table 9.

Table 9 - Discounted Cashflow Summary – Base Case

Trailing Average LoM Price BMI LoM Price Description Units US$ 12,000/t Forecast Financial Outcomes (PRE-TAX) NPV (8%) US$ ‘000 2,712,690 3,374,013 IRR % 24.2 28.9 Payback Period (undiscounted) years 4.3 3.2 Financial Outcomes (POST-TAX) NPV (8%) US$ ‘000 1,554,461 1,978,007 IRR % 19.7 23.4 Payback Period (undiscounted) years 4.7 3.6

A sensitivity analysis, as shown in Figure 2, has been conducted assessing the impact of variations in capital cost, operating cost, lithium carbonate selling price and reagent pricing (lime, limestone and sulphur). Each variable is assessed in isolation to determine the impact on NPV and IRR.

G-21 Figure 2 - Sensitivity Analysis Summary – Base Case

The Alternative Case represents less than 50% of the combined Falchani and Ocacasa 4 concession. The Alternative Case shares the identical initial capital outlay as per the Base Case while realizing a reduction in LoM capital requirements due to the reduced throughput and plant capacity.

The economic outcomes of the Alternative Case are presented in Table 10. An average throughput rate of 2,421,780tpa producing 33,842tpa of product is projected for the Alternative Case. As with the Base Case, two pricing models, a three-year trailing average price and forecast based price, have been assessed in the model.

The analysis has revealed a post-tax NPV of US$ 844m with an IRR of 18.8% and a post-tax payback period of 4.6 years based on a trailing average LoM price of US$ 12,000/t. The BMI price forecast model realises and improved Falchani Project value with a post-tax NPV of US$ 1.14bn with an IRR of 23.0% and a post-tax payback period of 3.6 years.

G-22 Table 10 - Discounted Cashflow Summary – Alternative Case

Trailing Average LoM Price BMI LoM Price Description Units US$ 12,000/t Forecast Financial Outcomes (PRE-TAX) NPV (8%) US$ ‘000 1,514,083 1,972,281 IRR % 23.5 28.7 Payback Period years 4.2 3.1 Financial Outcomes (POST-TAX) NPV (8%) US$ ‘000 843,766 1,144,548 IRR % 18.8 23.0 Payback Period years 4.6 3.6

A summary of the life of mine cash flows for Base Case and Alternative Case are presented in Table 11 and Table 12, respectively.

G-23 Table 11 – Discounted Cashflow – Base Case

G-24 Table 12 – Discounted Cashflow – Alternative Case

G-25 Macusani Uranium Project

Technical Report

The description in this section of the Macusani Project (the “Macusani Project”) is based on the Macusani Project’s technical report: “Macusani Project, Macusani, Peru, NI 43-101 Technical Report – Preliminary Economic Assessment”, with an effective date of January 12, 2016 (the “Macusani Technical Report”). The report was prepared for us in accordance with NI 43-101 by Mr. Michael Short BE (Civil Eng), CEng FIMMM, FAusIMM(CP), FIEAust CPEng, and Mr. Thomas Apelt BEng, PhD (Chem Eng), CEng MIChemE, MAusIMM(CP) of GBM Minerals Engineering Consultants Limited; Mr. David Young BSc (Hons), FGSSA, FSAIMM, FAusIMM, Pr Sci Nat, of The Mineral Corporation (“TMC”); and Mr. Mark Mounde B.Eng., CEng MIMMM, of Wardell Armstrong International Limited; all qualified persons within the meaning of NI 43-101. The following description has been prepared under the supervision of Ted O’Connor, Plateau Director and Technical Consultant who is a qualified person within the meaning of NI 43-101, but is not independent of us. All currencies used in this summary of the Macusani Technical Report are in United States dollars unless otherwise noted. The conclusions, projections and estimates included in this description are subject to the qualifications, assumptions and exclusions set out in the Macusani Technical Report, except as such qualifications, assumptions and exclusions may be modified in this Circular. We recommend you read the Macusani Technical Report in its entirety to fully understand the Macusani Project. You can download a copy from our SEDAR profile (www.sedar.com), or from our website (plateauenergymetals.com). Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Macusani Project Description, Location and Access

Plateau has several uranium prospects on the Macusani plateau with concessions being held by subsidiary companies, Macusani Yellowcake S.A.C. (“Macusani”), formerly Global Gold S.A.C. (“Global Gold”) and Minergia S.A.C. (“Minergia”). Macusani Yellowcake Inc. and Azincourt Uranium Inc. (“Azincourt”) announced in September 2014 that they had completed the acquisition by Macusani Yellowcake Inc. of Azincourt Uranium Inc.’s adjacent uranium properties located on the Macusani Plateau. Under the terms of the transaction, Macusani Yellowcake Inc. acquired 100% of Azincourt’s Peruvian subsidiary, Minergia. Arising from this transaction, there was a consolidation of mining concessions within the MPA. Macusani Yellowcake Inc. has been actively exploring in the Macusani area since 2007, and on April 30, 2015, Macusani Yellowcake Inc. changed its name to Plateau Uranium Inc. The main properties considered in the Macusani Technical Report are the Colibri, Kihitian and Isivilla complexes (collectively, the “Complexes”) which are located in southeastern Peru approximately 650 km south east of Lima and 20 km northwest of the nearby town of Macusani.

From an internal government administration arrangement, Peru is divided into 24 “Departments”, each of which is subdivided into provinces and districts or regions. The Plateau concessions are located in the Carabaya Province which is a province of the Department of Puno in the south-eastern part of Peru. The Carabaya Province is divided into ten districts or regions. It is bounded to the north by the Madre de Dios Region, on the east by the Sandia Province, on the south by the provinces of Azángaro, Melgar and Putina and on the west by the Cusco Region. The capital of the province is Macusani.

The Macusani Project is approximately 650 km south east of Lima and the Interoceanica Highway passes directly to the east. The Interoceanica Highway is a system of sealed roads that link the ports of San Juan and Ilo, on the western coast of Peru, to the western region of Brazil, via the Andes. The nearest towns to the Macusani Project are Macusani, 25 km to the southeast of the Macusani Project area, and Corani, 14 km to the northwest of the Macusani Project. Two unpaved roads connect the Macusani Project to the Interoceanica Highway, one via Tantamaco, and the other via Macusani. This highway links up to regional

G-26 logistics infrastructure, including the national road network, Juliaca and other airports, and Ilo (Callao) shipping port.

The closest airport to the Macusani Project area is Juliaca, situated approximately 220 km to the south. This airport is in good condition and receives numerous daily flights from Lima and Cusco. There are currently no electricity supplies or telephone communication networks in any part of the concession areas besides those supplying the villages of Tantamaco and Isivilla, and there are high voltage mains adjacent to the Macusani Project.

Plateau owns 99.5% of Macusani Yellowcake S.A.C., which is a Peruvian company. The remaining 0.5% is held by a Peruvian individual as recommended by the Ministry of Energy and Mines (“MEM”).

The Macusani Project includes the mining concessions listed below, all of which are valid for all solid minerals.

Table 13 - Mining Concessions

The main legislation governing the mining sector is the General Mining Law of Peru gazetted in June 1992 with subsequent amendments. Concessions are granted by the MEM for exploration, exploitation, beneficiation, auxiliary services and transportation. No concession is required for reconnaissance, prospecting or trading.

G-27 A mining concession grants its holder the right to explore and exploit minerals within its area and the key characteristics include:

• Concessions are exclusive, freely transferable and mortgageable; • Location is based on a UTM grid system of minimum 100 ha to 1 000 ha; • Granted on a first-come, first served basis; • Indefinite term but with restrictions and an objective based criteria; • Single annual fee payable. Fee structure based on scale of operations and duration of ownership; and • Access to the property must be negotiated with surface landowners.

The properties comprising the Macusani Project are currently not subject to any royalties and it is not yet defined in Peruvian legislation whether a government royalty would be payable, nor its value for uranium extraction. Peruvian royalties are an administrative charge that would be payable to the Puno Department for extracting uranium that is sold. The law with respect to other metallic and non-metallic mineral resources allows the deduction of certain costs and expenses such as indirect taxes, insurance, freight, among others and royalties may be considered for tax purposes as a cost of the mineral that is sold.

Part of the transferal of the Corachapi property to Global Gold was the assumption of a pre-existing net smelter royalty obligation of 1 % of gross proceeds less milling costs to Mining Investments Limited by Contact Uranium Limited. Additionally this concession is currently outside of the Macusani Technical Report.

All concessions held by Macusani Yellowcake S.A.C., formerly Global Gold and Minergia have been correctly filed at the MEM for all past and present exploration, and all good standing fees made as of July 2017. No set expiration dates has been set on all concessions held by the subsidiaries of Plateau, and access to the surface rights will be maintained by continuation of agreements with the local communities located on the Macusani plateau. The Macusani Project currently assumes additional land acquisition and surface rights will be obtained in the future to accommodate proposed infrastructure such as access roads and conveyors as well as the area identified for the processing facilities.

History

Macusani Yellowcake Inc. was a Canadian uranium exploration and development company that had been actively exploring on the Macusani Plateau since 2007. The company was incorporated in November 2006 and owned a 99.5 % interest in the Peruvian concessions of Global Gold.

In 2007, Cameco Corporation (and its wholly owned subsidiary Cameco Global Exploration Limited) (“Cameco”) entered into a joint venture with Vena Resources Inc. (“Vena”) with the objective of jointly exploring for uranium in Peru. Minergia was formed as the joint venture vehicle, with Cameco providing the funding and Vena undertaking the exploration management. The ownership was founded on 50 % shareholding in favour of each party. Azincourt entered into a definitive share-purchase agreement with joint-venture partners Cameco and Vena to acquire full ownership of Minergia, with the acquisition being completed in January 2014.

Macusani Yellowcake Inc. and Azincourt announced in September 2014 that they had completed the acquisition by Macusani Yellowcake Inc. of Azincourt’s adjacent uranium properties located on the

G-28 Macusani plateau. Under the terms of the transaction, Macusani acquired 100 % of Azincourt’s Peruvian subsidiary, Minergia.

Arising from this transaction, there was a consolidation of mining concessions.

In April 2015, Macusani Yellowcake Inc. changed its name to Plateau Uranium Inc.

In 1975, uranium and nuclear activities in Peru were placed under the control of the Instituto Peruano de Energia Nuclear (IPEN). A five-year exploration plan (1976-1981) was initiated with the aim of identifying and developing resources in the country. The Macusani East area was the most studied area in southern Peru by IPEN. After IPEN discovered the first 60 uranium showings in 1978, systematic radiometric prospecting and trenching were carried out over an area of approximately 600 km2, culminating in the discovery of numerous additional uranium showings. From mid-1977, a long term United Nation Development Programme/International Atomic Energy Agency (UNDP/IAEA) project was initiated consisting of regional reconnaissance over selected areas. The results of most of the work were negative except for those from a car-borne radiometric survey of the Puno Basin where a significant discovery was made near Macusani in the southern Cordillera Oriental, north of Lake Titicaca. Anomalies were found in the volcanic and interbedded sediments of the Upper Tertiary age Macusani volcanics and the Permian age Mitu Group. In the same exploration phase, additional anomalies were located to the south southwest near Santa Rosa in Tertiary age porphyritic rhyolites and andesites. These (and other discoveries in the Lake Titicaca region) concentrated the exploration in the area. A helicopter spectrometric survey of selected areas was completed in 1980 in Muñani, Lagunaillas and Rio Blanca as an IAEA/IPEN project and a fixed wing survey was completed in an adjacent area by IPEN. Numerous uranium anomalies were discovered.

The Corachapi complex covers the largest radiometric anomaly that was outlined by IPEN during its work in the 1980s. A ground-based radiometric survey was undertaken to guide the drilling over these anomalies. Initial exploration was by means of samples collected from 77 trenches cut across the strike of mineralisation at 50 m to 100 m intervals. Contact Uranium undertook a drilling campaign beginning in 2007 which comprised some 193 diamond drillholes. Global Gold subsequently drilled a further 26 drillholes. All holes were drilled to a depth of approximately 50m, bringing the current status of drilling to 11 818m from 219 drillholes. TMC prepared a Mineral Resource estimate based on those drillholes for which completed analytical data was available, totalling 210 holes.

Global Gold delineated potential uranium anomalies through a combination of regional geological understanding and surface radiometric data from the work of IPEN in the 1970s and 1980s. A ground radiometric survey was completed over the complex in 2007. The reading of anomalous values over an area of 4 800m by 600m peaked at 10 000 counts per second (cps). Global Gold then undertook structural mapping which assisted the structural understanding of the area. A diamond drilling programme was initiated in April 2007 on the target area identified by the ground radiometric anomalies. The initial drilling focus was on Colibri II & III, and subsequently extended onto Tupurumani, and to date 127 diamond drillholes have been drilled.

During the IUREP project, trenching and limited underground audits were developed at the Chilcuno Chico deposit within the Kihitian complex. Contact Uranium did not undertake any exploration work. After acquiring the concession from Contact Uranium, Global Gold undertook a ground-based radiometric survey to guide the exploration drilling. The audits at Pinochio were resampled and drilling was undertaken at the Chilcuno Chico and Quebrada Blanca Deposits and by August 2012, 8104m had been drilled. Minergia undertook drilling on the Tantamaco and Tuturumani Deposits on the basis of the results of ground radiometric surveys.

G-29 The Calvario I and Puncopata deposits fall within the Triunfador I mining concession. This concession was explored extensively by Solex Resources Inc. (“Solex”), between 2000 and 2012. Solex undertook drilling campaigns at the Calvario I and Puncopata deposits which comprised 92 diamond drillholes. During Solex’s exploration campaign, they undertook an airborne radiometric survey. This exploration data has been incorporated into the recent drilling work and in combination forms a basis for the Mineral Resource estimates for the Calvario I, Puncopata, Calvario Real and Isivilla deposits described within this report. A total of 36 core boreholes were drilled at Isivilla and Calvario Real within the Lincoln XXXI mining concession. Initial exploration work for the Calvario II deposit was undertaken by Solex. The drilling was undertaken by Frontier Mining, a joint venture between Frontier Pacific and Solex. A total of 32 drillholes from 8 platforms were drilled at the Calvario II deposit, totalling 2 433 m. Exploration at the Calvario III deposit was undertaken by Solex, and encompassed the drilling of 85 diamond drillholes on 23 platforms, totalling 5,425 m. In 2006, Vena Resources Inc. (“Vena”) drilled 8 diamond drillholes at the Nueva Corani deposit, totalling 679 m. From 2007 to 2010, Minergia drilled 48 diamond drillholes at Nueva Corani totalling 6,282 m. The exploration database for the Corani complex comprises lithological, sampling, topographical and drillhole survey data. All drillhole and topographic surveys were assumed to be based on PSAD56. A high resolution topographic survey of the area was available. To date, a total of 174 diamond drillholes have been drilled over the Complex totalling 14,628 m.

Previous exploration on the Agaton, Sayaña West and Sayaña Central deposits was conducted by Solex through drillhole drilling. On Agaton, a total of 52 drillholes from 12 platforms were drilled, totalling 2,300 m of drilling. The Sayaña West drilling programme comprised 34 drillholes drilled from 9 platforms. A total of 2,245 m of drilling was completed. Drilling on Sayaña Central concluded with a total of 94 drillholes totalling 8,465 m being drilled. These were drilled from 26 platforms. Agaton, Sayaña West and Sayaña Central database includes collar, survey, lithological and assay data.

Previous Mineral Resource Estimates

The QP is unaware of any previous ownership in relation to the concessions which could impact on the Mineral Resource Estimates other than those discussed in the following commentary.

Geological Setting, Mineralization and Deposit Types

A common geological feature of most mountainous belts in the world is that they are usually structurally and stratigraphically complex. In the Puno region of Peru mainly Paleozoic sediments (520-250 Ma old) that were formed on the western Brazilian Craton have been highly deformed by thrusting and folding due to the westward movement of the South American tectonic plate (Brazilian Craton) over-riding the Pacific tectonic plate (Nazca Plate) along the western margin of the Americas over the last ±150 Ma. This occurred with the breakup of the Americas from the African and European continents, and the development of the Atlantic Ocean. The tectonic history has led to the older sediments being bounded by westward dipping thrusts, intense folding and intrusions of dykes, batholiths and being affected by volcanic activity at various times. The Andes represents a large anticlinorium complicated by a series of faults and intrusions, with the flanks of this superstructure are made up of the coastal Mesozoic and eastern Palaeozoic belts. The Andes represent the Late Tertiary and Quaternary rejuvenation by block faulting of an eroded early Tertiary folded mountain range which occupied the axis of Palaeozoic and Mesozoic geosynclines. Topographically the mountains consist of a central dissected plateau, the Intermontane Depressions and Altiplano enclosed by narrow ranges, the Western Cordillera and the Eastern Cordillera.

In the area of interest, late Tertiary tuffs, ignimbrites and associated sediments are preserved in a northwest-southeast trending graben. Much of the Early Tertiary and Mesozoic cover was eroded prior to deposition of the pyroclastics so they were deposited in part directly on the Palaeozoic rocks including Late Palaeozoic intrusives (Hercynian granites) and extrusives (Mitu volcanics). The known uranium

G-30 occurrences in the Macusani region identified by International Uranium Resources Evaluation Project Mission (IUREP) are associated with these Pliocene and Miocene epoch Quenamari Formation tuffs, ignimbrites and interbedded sediments. Other uranium mineralisation was indicated by IUREP to be hosted in acidic volcanic rocks of rhyolite composition that cover large areas of the Macusani Plateau in horizontally bedded formations from surface to a depth of about 100 m but these appeared to be lenticular or confined to fracture zones. The geological map of the area indicates that the area of interest is underlain by rocks of the Neogene Period, Quenamari Formation (dated between 22.5 Ma to 1.8 Ma). The youngest rocks (Pliocene Epoch) are known as the Yapamayo Member and these outcrop over most of the Macusani Project area. The older Sapanuta and Chacacuniza Members (Miocene Epoch) underlie the Yapamayo Member. Subdivision of the members into units reflecting separate eruptions was not completed by Global Gold’s geologists.

The host rocks and potentially economic material (“PEM”) are composed of an acidic tuff with pyroclasts of size 60 mm to sub-macroscopic. The main minerals constituting the tuff are quartz, orthoclase and plagioclase in a groundmass of amorphous glass. Crude bedding is evident in some outcrops, and is based on “strata” containing larger and smaller pyroclasts. Overall the uranium mineralisation is interpreted to be hosted in a flat dipping acidic tuff. Uranium mineralisation is observed in these pyroclastic host rocks, and at a local scale is found concentrated along fractures and disseminated into the surrounding host rock. Zones in which the uranium mineralisation (either fracture and / or dissemination) is more concentrated, are identifiable by analysing uranium distribution profiles in drillhole core, and are occasionally observable in outcrop. These mineralised zones, referred to locally as “Mantos”, typically have a horizontal or subhorizontal orientation, and can vary from several metres to tens of metres in thickness. Various samples of rhyolite outcrop with differing amounts and styles of mineralisation were taken on the 2008 and 2011 site visits, from the Colibri complex and Kihitian complex respectively, and analyses via optical petrography and under a scanning electron microscope were undertaken. The visible uranium mineralisation present was found to be in the form of meta-autunite [Ca(UO2)2(PO4)2.6-8H2O], a bright yellow mineral. No other forms of uranium mineralisation were identified and a black amorphous mineral, sometimes associated with the meta-autunite and previously considered to be pitchblende, was found to be a manganese oxide of the romanechite-cryptomelane-hollandite group. The biotite present was found to be a primary constituent of the acid volcanic, and not a product of subsequent alteration. The petrography of the samples analysed indicates that the acid volcanics (crystal lapilli tuffs) can have varying composition from rhyolite to dacite to latite which supports the likely presence of stratigraphic layering of the volcanic pile. The style of mineralisation within fractured acidic pyroclastics is not a common form of uranium mineralisation. The main uranium mineral present is meta-autunite concentrated as disseminations and sometimes massively along fractures. Hence the exploration is based on ground radiometrics followed by evaluation drilling over the potential host rocks of the mineralisation.

Exploration

Uranium exploration activities in Peru were initiated on the back of the work of IPEN in the 1970s and 1980s. Uranium anomalies were found near Macusani in the Upper Tertiary volcanics and the Permian Mitu Group by the UNDP/IAEA project. The typical exploration rationale for the Macusani region involves the delineation of potential uranium anomalies through a combination of regional geological interpretation and surface radiometric techniques in order to delineate targets for further investigation through drilling.

Global Gold conducted ground-based radiometric surveys from a hand-held scintilometer over large portions of its properties (including Colibri II & III and Kihitian; and supported by the previously drilled data from Triunfador I by Frontier Pacific) as a guide for its drilling programmes.

During 2006 and under the management of Vena, radiometric readings from a hand-held scintillometer at 1 785 individual stations as well as 564 Alpha cup readings of radon gas were collected from their

G-31 concessions. In addition, 44 surface samples were collected from various IPEN showings for target identification and 169 petrographic samples were prepared and examined. In 2007, Minergia collected 10 301 additional radiometric readings at various concessions in the Macusani area for target identification. In addition, 14 petrographic samples were prepared and examined. The 2009 - 2010 drilling campaign resulted in the completion of 65 additional drillholes and a total of 12,316.8 m of drilling. In addition 155 petrographic samples were prepared and examined. The 2011 drilling campaign resulted in the completion of 62 additional core holes for a total of 11,107 m. The total amount of drilling undertaken on the Minergia properties since 2006 is 232 core holes for a total of 37,958 m.

The current areas explored via drilling and sampling that have allowed delineation of Mineral Resources are relatively small compared to the total Plateau mining concession footprint that is underlain by the Quenimari Formation rocks. Further radiometric surveys and geological interpretations of the un-explored mining concession areas are required to delineate potential additional targets for drilling and sampling.

Drilling

The drilling in the Complexes over the deposits was mainly done from a series of platforms, with anything from five to nine drillholes being drilled radially from each platform due to drill site access limitations. Some deposits, for example Tantamaco and Corachapi, were drilled from a series of regularly spaced drill lines of single holes.

Corachapi complex

Diamond drilling was initiated in 2007 by Contact Uranium over the Corachapi complex, on target areas identified by ground radiometric surveys. Contact Uranium drilled 193 drillholes amounting to a metreage of more than 10,000 m. Global Gold drilled an additional 26 drillholes bringing the total drilling to 11,818 m from 219 drillholes as detailed in Table 14 below.

Table 14 - Drilling Summary – Corachapi complex

The results of 210 of these 219 holes were employed in the estimation of the Corachapi Mineral Resources.

Colibri complex

The Mineral Resources for the Colibri II & III and Tupuramani deposits are based on 149 diamond drillholes, which represent some 12,673.2 m of drilling from 32 platforms. The drilling statistics are shown in Table 15 below.

Table 15 - Drilling Summary – Colibri complex

G-32 The mineralisation is interpreted to be constrained by flat lying zones which dip gently to the northeast, and as a result the orientation of drilling relative to the mineralisation is different in each direction. This was accounted for in the Mineral Resource estimates by calculating composites which are of equal length relative to the plane of the mineralized zone.

Kihitian complex

Diamond drilling programmes were initiated in 2007 by Global Gold over the Chilcuno Chico and Quebrada Blanca deposits and by Minergia over the Tantamaco and Tuturumani deposits, on target areas identified by ground radiometric surveys. Global Gold drilled 136 drillholes and Minergia drilled 139 drillholes. The drilling summary is shown in Table 16.

Table 16 - Drilling Summary – Kihitian complex

Isivilla complex

The original drilling programme for the Puncopata and Calvario I deposits was undertaken by Frontier Pacific. A total of 96 diamond drillholes have been completed from 5 and 13 platforms at the Puncopata and Calvario I deposits respectively. Within the Calvario I deposit, a total of 58 validated drillholes were accepted by Global Gold. Within the Puncopata deposits, a total of 34 drillholes were accepted. The Calvario Real prospect was evaluated through 1,628 m of drilling in 9 drillholes. The drilling summary is shown in Table 17.

Table 17 - Drilling Summary – Isavalla complex

Prior to 2011, only minimal drilling of the Isivilla deposit comprising 7 drillholes totalling 617 m had been carried out. In 2011, a total of 2,980 m was drilled through 20 additional holes. This drilling identified mineralisation that stretches through the southern and central parts of the Isivilla prospects from surface to a depth of 80 m.

G-33 Corani complex

Diamond drilling programmes were initiated in 2006 by Vena at the Nueva Corani deposit, totalling 679 m, then from 2007 to 2010 by Minergia, drilling 48 diamond holes totalling 6,282 m. The drilling on the Calvario II and Calvario III deposits was undertaken by Frontier Mining. The drilling summary is provided in Table 18.

Table 18 - Drilling Summary – Corani complex

Sayana Complex

Diamond drilling programmes were conducted by Solex over the Agaton, Sayaña West and Sayaña Central deposits. A total 180 drillholes were drilled as detailed in Table 19.

Table 19 - Drilling Summary – Corani complex

Sampling, Analysis and Data Verification

The data which informs the Mineral Resource estimates can be grouped into three populations with respect to the sample preparation, analyses and security protocols. The first population of data is that which has been generated exclusively through the exploration efforts of Global Gold. The second population is that which has been generated through the exploration of Minergia, and acquired by Plateau in the merger between Macusani Yellowcake Inc. and Azincourt. The third population is that data which was obtained through the merger with Contact Uranium. Contact Uranium was the predecessor of RAM Resources Limited. Macusani Yellowcake Inc., through Global Gold, acquired the concessions from RAM Resources. The concessions were transferred to Global Gold on 18 June 2009. The description of the sample preparation, analyses and security protocols have thus been grouped in the same way.

Global Gold Data

The sample preparation, analysis and security protocols for the Global Gold data are pertinent to the Colibri II & III, Tupuramani, Chilcuno Chico and Quebrada Blanca deposits is included in this section.

Sampling was from the whole core over the entire length of the drillhole. Individual samples varied from a minimum of 0.25 m to a maximum of 2.0 m with a mean of 0.9 m. Selection of the length to sample was

G-34 based on visual observation of the mineralisation and assisted by radiometric measurements. Core from these deposits was scrutinised on the 2010 and 2013 visit, and in both cases the quality of the core recovered was very good. Sample preparation occurred on site at a mobile field station which was located close to the drill rigs and relocated periodically. Once logged and photographed, the entire core identified for sampling was placed into a sampling bag. Sample depths were recorded together with a basic geological description on a sampling reconciliation log. This log was later captured into an Excel spreadsheet. Quality control samples in the form of standards were inserted at the permanent field office located in the village of Isivilla. These standards, as well as others, were prepared by Global Gold and certified by ALEPH Group & Asociados S.A.C., Metrologia de las Radiaciones by having check analyses of the standards completed at the CIMM Perú S.A. (CIMM) laboratories in Lima. Sample preparation and analysis was carried out through the CIMM Laboratory - Lima. The procedures described below are true for approximately 78 % of the sample database, the remainder of which (22 %) were processed at SGS Laboratory - Lima.

CIMM Preparation Laboratory (Julica)

The samples were weighed on delivery and given a laboratory code. Drying was completed over a 12 hour period at 100ûC. Crushing was done by two jaw crushers; the first to 6 mm and the second to 2.5 mm. Crushing was completed when the sample was 100 % <2.5 mm. CIMM standards were entered into the stream after the first jaw crusher. The jaw crushers were flushed with quartz material; some of which were sent to the Lima offices for analysis on a regular basis. One certified reference material, one blank sample and two duplicate samples were incorporated into each batch of 50 samples delivered to CIMM for laboratory analytical quality assurance and control (QA/QC). These results were given to Global Gold on the analysis certificates. After homogenisation, the crushed sample was riffle split to an approximate 250 g sample that was pulverised by a ring mill. The ring mill was flushed after approximately every five samples or if there was a marked colour change in the crushed material. The preparation facility strives to have the pulverised material at 85 % <200 mesh grain size. The jaw crushers, riffles and ring mills are all cleaned with compressed air and are located within sub- housings to keep contamination to a minimum. The pulverised material was entered into the LIMS system and the sample was manually homogenised. Wet samples were dried before an approximate 0.20 g aliquot (±0.02 g) sample was spooned out and digested with a mixture of HCl+HNO3+HF+HClO4 acid over a period of 8 hours. The bottles of digested material and acid were dispatched to the CIMM laboratory in Miraflores, Lima.

CIMM Laboratory (Lima – Callao)

The concentration of uranium was read from the acid digested liquid by inductively coupled plasma - mass spectrometry (ICP-MS) for abundances of 0.05 ppm to 10 000 ppm (1 %). Any results greater than 10 000 ppm were re-analysed via inductively coupled plasma - optical emission spectrometry (ICP-OES). The latter instrument would require a new acid digest to be completed on an aliquot of 0.25 g. The ICP-MS and ICP-OES equipment is calibrated daily with three appropriate standards.

SGS Laboratories

In the early stages of exploration, samples were prepared and analysed at SGS Laboratories in Lima. At SGS, the core samples undergo two-stage crushing (6 mm and 2 mm), homogenisation and a 250 g riffled representative sample is taken. This 250 g sample is pulverized until 95 % passes a 140 mesh grain size. A 20 g aliquot of pulverized sample is taken and digested in three stages; firstly by HNO3+HClO4 acid, secondly with HF acid and lastly with HCl acid. The concentration of uranium is read from the acid digested liquid by ICP-MS for abundances of 0.1 ppm to 10 000 ppm (1 %). It is noted from the SGS analytical certificates that the only QA/QC completed by SGS is duplication of approximately 10 % of the samples delivered. Neither standards nor blanks are routinely employed by SGS. Global Gold inserted standards,

G-35 blanks and duplicates into the sampling streams, in addition to the QA/QC samples employed by both the SGS and CIMM laboratories themselves. The Macusani Technical Report contains the overall statistics for the QA/QC samples. A total of 4,550 QA/QC samples were submitted, representing 13% of the total.

Solex Data

The sample preparation, analysis and security protocols for the Solex data are pertinent to the Calvario I, Puncopata, Calvario II, Calvario III, Sayaña West, Sayaña Central and Agaton deposits. TMC has not observed the sampling methodology employed by Solex. However, Solex’s Calvario I summary (Solex Resources, Drilling Report for the Triunfador Project. Internal unpublished Report, page 27 (the “Solex Data”)) indicates that full core sampling was done, at least for the 72 holes drilled in 2006 and 2007. The lithology in which the Solex drilling was undertaken is the same as that which Global Gold had drilled though in generating their exploration data. TMC considers that it is likely that the sample recovery would have been acceptable. The sample quality is also likely to have been acceptable, as whole core sampling was undertaken. TMC has not observed any of the sample preparation, assaying or analytical procedures undertaken for the Solex Data. TMC has had access to the electronic archive, and scans of drillhole logs indicate that for each drillhole, the following work was undertaken / recorded:

• Detailed sample, lithological descriptions; • Core recovery; • Core angle; • Count per second scintilometer results at 5 cm increments; and • Core photographs.

It is understood that the samples were analysed by ALS Chemex, Vancouver. Five scanned assay certificates have been retained by Global Gold, which confirm this. Limited information on the sample preparation, security and analytical procedures undertaken by Solex is available. The analytical results from Solex should therefore be treated with caution. TMC is of the view that the analytical data is only suitable for informing Mineral Resource estimates in the Inferred category, provided other evidence for the mineralisation can be identified. TMC recommends that Global Gold undertake a modest validation drilling programme in order to validate the dataset more comprehensively, and enable their use in the Measured and/or Indicated Mineral Resource categories, as was completed for the Corachapi deposit.

Minergia Data

The sample preparation, analysis and security protocols for the Minergia data are pertinent to the Tantamaco, Tuturumani, Isivilla, Calvario Real and Nueva Corani deposits. They are based on descriptions by Henkle W.R. Jr. (the “Henkle Report”) and a QA/QC report prepared by Cuba and Del Carpio (the “Cuba Report”). Half core sampling was carried out with individual sample lengths varying from a minimum of 0.25 m to a maximum of 2.0 m. Selection of the length to sample was based on visual observation of the mineralisation and assisted by radiometric measurements. Prior to the logging of the drillholes a technician checked the core boxes to make sure that there were no errors in the depth indicators that were inserted after every drill run. The core recovery in each drill interval was then calculated and the box labels were checked as being correct and legible before the core was handed over to be logged and sampled. No information on core recovery is provided by the Henkle Report. During sample cutting by a diamond saw and bagging, care was taken to appropriately represent the correct length from which the core was sampled. During the core logging process, which includes scintillometer measurements, fluorescent screening and geological evaluation, the logging geologist marked the sections of core to be assayed and flagged the higher grade sections of core to be manually split. This was in order to minimize potential mineral grain loss during routine core sawing which uses water as a coolant. Drill samples for assay were taken by cutting the drill core longitudinally with a diamond saw and the mud from the cutting operation

G-36 was placed in the appropriate sample bags. Before shipment of samples to the CIMM sample preparation laboratory in Juliaca, a record of each consignment, sequence numbered samples, catalogues and details of each shipment were kept. The samples were secured with security seals and sent after sample transport requisition protocols had been followed. The samples were accompanied by a Minergia geologist, and the CIMM personnel receiving the samples confirmed that the number of samples corresponded to the sample submission form.

Minergia inserted standards, blanks and duplicates into the sampling batches analysed at the CIMM laboratory. A total of 1,044 QA/QC samples were submitted, however, there are a number of QA/QC samples for which there are no analytical results or incomplete data has been provided. These samples have been excluded from the QA/QC dataset. Of the 1,044 samples, only 548 representing 4% of total samples analysed are considered suitable as QA/QC data. Although the analytical methods and protocols for the samples sent to CIMM were not verified by the Qualified Person, the descriptions given by the Henkle Report match what was observed by the Young Report 2011 and, as such, are accepted. Based on the sample preparation and analytical protocols employed at CIMM, and the sample security protocols described by Minergia, these attributes can be stated as adequate for the estimation of Mineral Resources. The error deviation indicates the slight under-reporting by CIMM is not material to the reporting of Indicated and Inferred Mineral Resources, but may preclude the reporting of Measured Mineral Resources.

Data Verification

Corachapi complex

Data verification procedures and results for the Corachapi complex and the Colibri complex are documented in Young Report (2011). As these Mineral Resources are unchanged, the specific information relating to the data verification can be located in this reference.

Kihitian complex

TMC has visited the Chilcuno Chico and Quebrada Blanca deposits and the authors of the Henkle Report undertook a visit to Tantamaco. TMC is of the view that on the basis of the descriptions in the Henkle Report, and our review of the exploration data, it would seem reasonable to interpret that these deposits have the same geological setting and mineralisation characteristics as those already modelled by TMC. TMC has therefore relied on the data verification undertaken by the authors of the Henkle Report, in addition to requesting that independent samples analyses be carried out. Henkle and Associates verified the locations of select diamond drillholes. Henkle and Associates reviewed structural and lithological features both in outcrop and in the various core samples, and the lithological descriptions of the core with the geologists who logged it. They were satisfied that the descriptions were sound. They also reviewed the sample selection and security procedures with the field geologists and exploration management and were satisfied as to their adequacy. Henkle and Associates reviewed the data accumulated by Minergia as well as that collected during the site visits. A check analysis programme was instituted as part of its data validation and 159 samples of pulps and rejects were taken together with standards, duplicates and blanks and sent them to the Saskatchewan Research Council laboratory in Saskatoon, Canada. The comparison of the Saskatchewan Research Council results with the CIMM laboratory indicates that there is an acceptable correlation between the laboratories.

TMC requested that duplicate analytical checks on 22 randomly selected duplicate crushed core rejects, from Tantamaco and Tuturumani be completed. The re-analysis of samples is not intended as a QA/QC measure, but rather as a check that uranium mineralisation is present in similar abundances as is indicated in the sample database, as a means of testing the database for errors as well as ensuring that the tenor of mineralisation exists. A reasonable co-incidence between sample result and re-analysis is illustrated.

G-37 Isivilla complex

David Young and Stewart Nupen visited only the Calvario I deposit within the Triunfador concession (Solex Data) in March 2013. The collar locations of two drillholes were observed and independent samples taken from Global Gold’s storage facility in Macusani. No core or outcrop was examined. No site visits have been made to the Calvario Real and Isivilla deposits (Minergia data) and reliance is placed on the recent visit to the deposits in the Henkle Report. No site visit has been made by TMC to the Puncopata deposits. Henkle and Associates reviewed structural and lithological features both in outcrop and in the various core samples, and the lithological descriptions of the core with the geologists who logged it. They were satisfied that the descriptions were sound. They also reviewed the sample selection and security procedures with the field geologists and exploration management and were satisfied as to their adequacy. TMC has not reviewed any geological information for the Solex Data in this mining concession. The outcrops noted in the brief visit to Calvario I indicate it is underlain by similar rhyolite lavas to the other deposits. In 2013, TMC visited Global Gold’s storage facility in Macusani, and selected 14 sample bags containing reject crushed core sample material for re-analysis. In 2015, a total of 15 samples were selected by TMC by random choice directly from the assay results of the new areas of Calvario Real and Isivilla which were not visited and the reject crushed core sample material on site sent for re-analysis. In both cases, subjects for re-analysis were a mixture of samples with reportedly high, medium and low uranium grades. The results of the re-analysis are shown. The verification procedures for the Calvario I and Puncopata deposits were limited by the fact that the drilling was undertaken on behalf of Solex by a third party that is no longer active. No drillhole core is available as a result of full-core sampling. TMC considered the following factors in concluding the data is suitable for Mineral Resource estimates for at least the Inferred category:

• The well-ordered and reasonably comprehensive nature of the dataset; • Core photographs; • Correlation of the mineralisation in core with the radiometric anomaly; • The data verification; and • The results.

Corani complex

TMC has visited the Calvario II and Calvario III deposits. The authors of the Henkle Report undertook a site visit to the Nueva Corani deposit. TMC is of the view that on the basis of the descriptions in the Henkle Report and TMC’s review of the exploration data, it would seem reasonable to interpret that these deposits have the same geological setting and mineralisation characteristics as those already modelled by TMC. Henkle and Associates reviewed the data accumulated by Minergia as well as that collected during its site visits. There was no detail pertaining to the data collected during the site visit. TMC requested duplicate analytical checks on 17 randomly selected duplicate crushed core rejects, from Calvario II, Calvario III and Nueva Corani, for re-analysis and the Macusani Technical Report summarizes the results of this re- analysis and illustrates a reasonable correlation between the original sample result and its re-analysis.

Sayana complex

TMC has not visited the Sayaña and Agaton sites (Solex Data). TMC requested duplicate analytical checks on 16 samples, from Sayaña West and Sayaña Central, for independent analysis and the Macusani Technical Report summarizes the results of this re-analysis and illustrates a reasonable correlation between the original sample result and its re-analysis. Samples from the Agaton area were not available for re-analysis.

G-38 Mineral Processing and Metallurgical Testing

Metallurgical testing to date has been primarily on samples from the Colibri complex. Bottle roll testwork (“BRT”) suggests the Kihitian complex and Corachapi complex PEM is very similar to the Colibri complex PEM. Whilst fewer testwork results are available for the Isivilla complex PEM, it is assumed that it is also similar to the Colibri PEM. Therefore, column leach test results from samples from Colibri are assumed for this level of study to be applicable to the Kihitian, Corachapi and Isivilla PEM. In future, further metallurgical testwork on representative samples of each individual PEM body will be required to validate this assumption to meet the technical and financial accuracy requirements of a Feasibility Study.

Testwork that has been completed for the Macusani Project to date includes bottle roll leach tests, column leach tests, ion exchange, solvent extraction and precipitation, grade confirmation, size by size assay, mineralogy, residue neutralisation, site water quality, and rock compression tests. The metallurgical processing testwork that has been conducted to date can be grouped into six phases. The testwork listed in Table 20 was completed predominantly on samples from Colibri Complex. The Minergia testwork was conducted on samples from the Isivilla Complex. Any other exceptions are stated.

Table 20 - Completed Testwork Summary

Item Date Company Experiment Key findings Phase 1: Initial bottle roll tests 1 Dec 2007 TECMMINE Leach-bottle roll Acid consumption: Bottle roll: 33 kg/t - 40 kg/t; Extraction: Bottle roll: 26 % - 39 % 2 Apr 2008 TECMMINE Leach-bottle roll Acid consumption: Bottle roll: 28 kg/t, Column: 14.5 kg/t - 17 kg/t; Extraction: Bottle roll: 58 % - 99 %, Column: 84 % - 99 %; Pretreatment increases early but not overall extraction. Phase 2: Initial column leach, SX and IX tests 3 May 2009 TECMMINE Leach-column Acid consumption: 5-9-13 kg/t for sizes 3-2-1’; Extraction: 78 % - 81 % - 80 %; U distribution: 70 % U in +1 mm; Kinetics: 1-2’ similar, 3’ slower; Optimum size: 2’ possibly. 4 Dec 2009 TECMMINE Solvent CYANEX 272 loading: Diluent: Kerosene; Modifier: Solvesso extraction 100; Activator: sulfuric acid; pH: 1.0; O/A: 01; Extraction: 99 %; Time: 3 min; CYANEX 272 stripping: O/A: 2.5; Extraction: 56 %; Stages: 1; Time: 3 min; NaCO3 soln: 0.5M; 5 Dec 2009 TECMMINE Solvent ALAMINE Loading: Diluent: Kerosene; Modifier: Solvesso extraction 100; Activator: sulfuric acid; pH: 1.0; O/A: 1; Extraction: 98 %; Stages: 3-4; Time: 1.5 min; ALAMINE stripping: O/A: 4- 5; Extraction: 97 %; Stages: 1; Time: 1-2 min; NaCO3 soln: 12 %; 6 2009 TECMMINE Solvent D2EHPA loading: PLS tenor: 105 ppm; O/A: 1; Extraction: extraction 90 %; pH: 1.7; Stages: 3; Time: 160 min; D2EHPA stripping: O/A: 5; Extraction: 98 %; Stages: 2; Time: 179 min; Acid water: 24 g/L; ALAMINE Loading: O/A: 1; Extraction: 86 %; Stages: 1; Time: 1.5 min; ALAMINE stripping: O/A: 4; Extraction: 98 %; Stages: 1; Time: 1.5 min; NaCl soln: 0.9M; Precipitation: 98 %; Reagent: MgO

7 Mar 2010 TECMMINE Solvent ALAMINE Loading: Diluent: Kerosene; Modifier: Solvesso extraction 100; Activator: sulfuric acid; pH: 1.0; O/A: 1; Extraction: 98 %; Stages: 3; Time: 2 min; PLS: 105 ppm; ALAMINE stripping: O/A: 7; Extraction: 98 %; Stages: 2; Time: 2 min; NaCl soln: 1.2M; Precipitation: 97 %; Reagent: MgO

G-39 Item Date Company Experiment Key findings 8 May 2010 Pontificia PEM character- Natural density: 2.0 g/cm3; Simple compression strength: 3.6 Universidad isation to 19.0 MPa; Compressive stress: 2.0 to 32.5 MPa; Friction Catolica del angle: 35.6 to 41 0; Cohesion: 0.120 to 0.075 MPa Peru Phase 3: Ion exchange screening tests 9 Sep 2010 CWENGA Ion exchange IX: Resin: Strong base; Stages: 2; Exhaustion: incomplete; Elution: Eluant: 4M sulfuric acid; Test status: incomplete-insufficient sample; Precipitation: Reagent: Lime and H2O2 Phase 4: Leach extraction mapping tests 10 Oct 2010 TECMMINE Leach-bottle roll Group 1: Grade: 10 to 6817 ppm (avg: 271 ppm); Extraction: 21 % to 99 % (avg: 63 %); Acid consumption: 10 to 32 kg/t (avg: 22 kg/t); Group 2: Grade: 9 to 2971 ppm (avg: 126 ppm); Extraction: 25 % to 92 % (avg: 64 %); Acid consumption: 11 kg/t to 23 kg/t (avg: 16 kg/t); Corachapi: Grade: 45 ppm to 6 933 ppm (avg: 618 ppm); Extraction: 31 % to 95 % (avg: 73 %); Acid consumption: 13 kg/t to 44 kg/t (avg: 24 kg/t); 11 2010 TECMMINE Leach-bottle roll Grade: 26 ppm to 19 955 ppm (avg: 943 ppm); Recovery: 54 % to 98 % (avg: 86 %)

Phase 5: Large column leach tests 12 Jan 2011 TECMMINE Leach-column Head grade: 295 ppm; Acid consumption: 10 kg/t; Height: 2.6m; Diameter 16.5’; Irrigation: 8 L/h/m2; Acid soln: 15 g/L; Time: 50 days; Extraction: 97 %; Tail: 8 ppm; PLS tenor: 93 ppm; U dist: 60 % in >6.35 mm. 13 Jan 2011 TECMMINE Leach-column Head grade: 98 ppm; Acid consumption: 10 kg/t; Height: 2.5m; Diameter 16.5’; Irrigation: 8 L/h/m2; Acid soln: 15 g/L; Time: 50 days; Extraction: 93 %; Tail: 7 ppm; PLS tenor: 30 ppm.; U dist: 69.5 % in >6.35 mm. 14 Feb 2011 CIMM Water analysis Total hardness: 6 mg/L - 16 mg/L

15 Mar 2011 TECMMINE Leach-column Head grade: 383 ppm; Acid consumption: 10 kg/t; Height: 2.6 m; Diameter 16.5’; Irrigation: 8 L/h/m2; Acid soln: 15 g/L; Time: 45 days; Extraction: 92 %; Tail: 30 ppm; PLS tenor: 143 ppm. 16 Mar 2011 TECMMINE Leach-column Head grade: 22 ppm; Acid consumption: 25 kg/t; Height: 2.3 m; Diameter 7’; Irrigation: 8 L/h/m2; Acid soln: 15 g/L; Time: 32 days; Extraction: 72 %; Tail: 6 ppm; PLS tenor: 9 ppm; U dist: 78.4 % in >6.35 mm. 17 Mar 2011 TECMMINE Leach-column Head grade: 22 ppm; Acid consumption: 24 kg/t; Height: 2.4 m; Diameter 7’; Irrigation: 8 L/h/m2; Acid soln: 15 g/L; Time: 29 days; Extraction: 57 %; Tail: 8 ppm; PLS tenor: 6 ppm; U dist: 71.9 % in >6.35 mm. 18 May 2011 TECMMINE Leach-column Head grade: 38 ppm; Acid consumption: 13 kg/t; Height: 2.4 m; Diameter 7’; Irrigation: 8 L/h/m2; Acid soln: 15 g/L; Time: 46 days; Extraction: 85 %; Tail: 6 ppm; PLS tenor: 32 ppm; U dist: 58.6 % in >6.35 mm. 19 Jun 2011 TECMMINE Leach-column Head grade: 27 ppm; Acid consumption: 16 kg/t; Height: 2.4 m; Diameter 7’; Irrigation: 8 L/h/m2; Acid soln: 15 g/L; Time: 46 days; Extraction: 80 %; Tail: 5 ppm; PLS tenor: 22 ppm; U dist: 49.4 % in >6.35 mm.

G-40 Item Date Company Experiment Key findings 20 Jul 2011 TECMMINE Leach-column Lima: Head grade: 12 ppm - 36 ppm; Acid consumption: 10 kg/t - 16 kg/t (Bottle rolls: 13 - 21 kg/t); Height: 2.5 m; Diameter 7’; Irrigation: 8 L/h/m2; Acid soln: 15 g/L; Time: 32 - 46 days; Extraction: 57 % - 75 % (Bottle rolls: 58 % - 85 %); Sedimentation: 0.17 % - 0.25 %; PLS tenor: 126 ppm - 223 ppm; Mass: 80 kg; Size: 1 - 2’. Bottle roll conditions: Size: 74 um; Time: 480 min; pH: <2; Mass: 2 kg - 5 kg; Notes: Low grade leach profile suggests disseminated/locked U, with a surge in PLS tenor mid-leach. Isivilla: Head grade: 86 ppm - 504 ppm; Acid consumption: 10 kg/t - 11 kg/t (Bottle rolls: 16 kg/t - 22 kg/t); Height: 2.5 m; Diameter 16.5’; Irrigation: 8 L/h/m2; Acid soln: 15 g/L; Time: 45 - 50 days; Extraction: 83 % - 90 % (Bottle rolls: 91 % - 98 %); Sedimentation: 0.28 % - 1.05 %; PLS tenor: 1 402 – 1 430 ppm; Mass: 500 kg; Size: 1 - 2’. Bottle roll acid consumption high due to over- concentration of acid, fine-grained sample, more contact with the uranium PEM. 21 Jul 2011 TECMMINE Leach-column Head grade: 85 ppm; Acid consumption: 10 kg/t; Height: 2.6 m; Diameter 16.5’; Irrigation: 8 L/h/m2; Acid soln: 15 g/L; Time: 49 days; Extraction: 91 %; Tail: 8 ppm; PLS tenor: 78 ppm. 22 Feb 2012 TECMMINE Leach-bottleroll 10 bottle roll tests; Head grade: 32 to 413 ppm; Extraction: 79 to 97 %; Acid consumption: 15 to 34 kg/t; Size: 74 um; Time: 24 hrs; pH <2; Acid soln: 15 g/l; Tail: 8 to 53 ppm.

23 Feb 2012 TECMMINE Leach-bottleroll Graphical comparison of feed and residue elemental assays (for the 10 bottle roll tests; Head grade: 32 to 413 ppm; Extraction: 79 to 97 %; Acid consumption: 15 to 34 kg/t; Size: 74 um; Time: 24 hrs; pH <2; Acid soln: 15 g/l; Tail: 8 to 53 ppm) 24 Feb 2012 TECMMINE Leach-bottleroll Feed and residue elemental assays (for the 10 bottle roll tests; Head grade: 32 to 413 ppm; Extraction: 79 to 97 %; Acid consumption: 15 to 34 kg/t; Size: 74 um; Time: 24 hrs; pH <2; Acid soln: 15 g/l; Tail: 8 to 53 ppm) 25 Feb 2012 Foremost PEM character- Technical report by geologist detailing mineralogy, drill Geological isation assays, property maps and radiometric maps of Corachapi and Kihitian. Autenite and meta-autenite predominate U minerals.

26 Mar 2012 TECMMINE Leach-bottleroll Report (for the 10 bottle roll tests; Head grade: 32 to 413 ppm; Extraction: 79 to 97 %; Acid consumption: 15 to 34 kg/t; Size: 74 um; Time: 24 hrs; pH <2; Acid soln: 15 g/l; Tail: 8 to 53 ppm) Leaching kinetics investigation for dynamic leach model. Two leaching kinetics were apparent and require further investigation. Qemscan analysis recommended. High tails for the slow kinetics tests. Aliquots taken every 10 mins in first hour, every 30 mins for second hour, every 60 mins for third and fourth hour, and one at 24 hours. No stirring after four hours. There maybe slight correlation for dissolution versus grade. 27 Jun 2012 PSE Leach-column Development of a dyamic cascade, heap leach simulation model that can manipulate particle size distribution, heap height and irrigation flux. More detailed testwork is required to refine the model. 28 Jun 2013 TECMMINE Leach-bottleroll Summary of bottle roll tests from Kihitian (22 tests from Pinocho1 & 2 and Chilcuno 1 & 2 (C-P) and 55 tests from Quebrada Blanca (QB)). Extraction: 60 to 99 %. Acid consumption: 91 - 380 kg/t (C-P); 12 - 37 kg/t (QB). Grade ranges: 2.9 - 14.5 % U (C-P); 0.009 - 2.2 % U (QB).

G-41 Item Date Company Experiment Key findings Phase 6: Minergia testwork 29 Sep 2011 Cameco Leach-bottleroll Desktop study heap leach of whole ore. Assumed recovery of 80 %. Costs estimated and assumed. Acid consumption the biggest cost. Benchmarking placed the proposed project well within its contemporaries. 30 Apr 2012 JK Tech PEM SAG Mill Comminution (SMC) tests conducted. A x b = 390.5, very soft; t10 = 85.3 %, very soft. characterisation

31 Oct 2013 Cameco Leach-column Study considering tank and heap leach of scrubbed and whole ore. Grade: 260 - 570 ppm and 580 - 800 ppm. Soft ignimbrite host rock. Very porous ore. Selective comminution and tank leaching discounted in favour of whole ore heap leaching (cheaper and equivalent recoveries). Column leaching for 340 hrs achieved 98 % extraction. 95 % of maximum extraction could be achieved in 1/3rd of time. Scaling to 7 m, this equates to 70 days leaching. [Graphical inspection by GBM suggests a leach time of 140 days.] Estimated acid consumption: 7 kg/t. Estimated recovery: 80 - 90 %. 32 May 2015 Queen’s Mineralogy Geology PhD. Hosted by extremely fractionated, University peraluminous, sillimanite-andalusite-muscovite-biotite rhyolites. Main ore mineral, metaautunite, occurs in fractures in association with weeksite and hydrous Mn- and Fe- mineraloids. The absence of any U4+ minerals, as well as absence of breccias or any hydrothermal alteration associated with the ore, suggests that meta-autunite is the primary U mineral. The timing of ore-formation, as well as the mineralogical and geochemical characteristics of the ore and host rocks, suggests that U was leached from the rhyolites, transported by meteoric waters and precipitated as meta-autunite through evaporation and interaction of the uranyl ion with Fe- and Mn-mineraloids. The majority of known deposits are located on the upper walls of active fluvial canyons. The geomorphological environment that is focusing both groundwater flow and its evaporation was the most favourable for meta-autunite precipitation. The Macusani U deposits are volcanic-hosted, but the ore- forming process is of low-temperature and relates to the climatic changes in the area.

Some assays and grades but no quantitative mineralogy presented.

Whilst there has been significant testwork completed to date, further testwork is required to support the level of accuracy required of a future prefeasibility study (“PFS”). To complement the existing testwork it is recommended the following testwork programme be implemented to enable further process definition and development in the engineering design and costing:

• full characterisation of the PEM competency and crushing characteristics; • compacted permeability testwork; • bottle roll testwork; • ion exchange /adsorption testwork; • quantitative mineralogical assessment; • solvent extraction testwork; • precipitation testwork; and • water tests.

G-42 It is recommended that the testwork is pursued concurrently with infill drilling activities. A proposed testwork scope obtained in 2014 to take the testwork to PFS level (100) was estimated to cost approximately USD 600 000.

Mineral Resource Estimates

Corachapi complex

The Mineral Resource estimates for the Corachapi complex were documented by TMC and as they have remained unchanged, a complete description of the process employed is not included in the Macusani Technical Report; only a summary follows. The Mineral Resources were based on 11,818 m of drilling on 219 drillholes. The estimates were completed via a block model and interpolation of the uranium abundance by geostatistical methods in the Datamine environment. A block model of base cell sizes of 25 x 25 x 2 m was employed and trimmed by the surface topography model. Multiple Indicator Kriging (MIK) was used to estimate the expected proportion of material above a series of cut-offs, and average grades within grade groups estimated using classical statistics. Due to the highly skewed nature of the 2.5 m bench composite data and the method employed, the Mineral Resource estimates at different uranium cut- offs were checked for material bias by conducting a classical log normal estimation on 5 m composites and a 3D variogram derived block variance. A good correspondence for tonnage was evident between these two methods. Classification of the Mineral Resource was based on kriging efficiency and indicator group grade estimation errors.

Colibri complex

TMC last updated the Mineral Resource estimates at Colibri II & III in September 2013. As they have remained unchanged, a complete description of the process employed is not included in the Macusani Technical Report, and only a summary follows. The Mineral Resources at the Colibri II & III and Tupurumani deposits were based on 149 diamond drillholes, which represented some 12 673.2 m of drilling. Full-core samples were taken, owing to the friable nature of the mineralization and host rocks. These samples were crushed and representative samples analysed for uranium. The necessary quality control and assurance was been completed by insertion of reference material, duplicate samples and blank material. MIK was undertaken to take cognisance of the log-normal distribution of uranium abundances. Well- structured variograms were obtained for the Colibri II & III deposit, but poorly structured variograms were obtained for the Tupurumani deposit. MIK was employed to estimate the uranium grades into 25 x 25 x 5 m blocks. The estimation was undertaken in 3D into the near surface and deep zones, separated by the base of the interpreted high-grade wireframe. The Mineral Resource classification was based upon classical log-normal statistical estimation errors per indicator group and weighted by the MIK probability estimates per indicator group. The majority of the near-surface mineralization at Colibri II & III is classified as Indicated whereas the Tupurumani area and the deep zones have been classified as Inferred. The Mineral Resource estimates are provided in Table 21:

G-43 Table 21 - Colibri and Corachapi Complex Mineral Resource Estimates as at 31 March 2015

General Method Statement for the Kihitian, Isivilla and Corani complex Mineral Resources Estimates

The current Mineral Resource estimation methodology used for the Complexes was derived from the methodology employed by TMC to estimate the Mineral Resources for the Colibri complex. At the Colibri complex, the continuity of mineralisation is interpreted to be sub-horizontal, and the mineralisation was divided into an upper high-grade zone (level A), and a lower low-grade zone (level B), which were interpreted to be sub-parallel to the host lava stratigraphy. The uranium distribution within the zones is log- normally distributed. The estimation methodology derived to address the nature of the mineralisation at the Colibri complex was to treat the upper and lower zones independently, and to use MIK, with a preferred orientation parallel to the interpreted contact between the two zones. On inspection of the combined (Minergia and Global Gold) datasets for the Complexes, TMC identified that the mineralisation for all three Complexes exhibited similar characteristics to those identified at the Colibri complex, and hence a similar estimation methodology was applied. The broad process steps are described below, and the details of the estimation for each complex are described in the Macusani Technical Report.

Summary Resource Statement

Table 22 summarizes the Measured and Indicated Mineral Resources for the Macusani Project, while Table 23 summarizes the Inferred Mineral Resources, both at a 75 U ppm cut-off.

G-44 Table 22 - Measured and Indicated Resource Statement

Table 23 - Inferred Materials Resource Statement

Mining Operations

The Colibri, Kihitian and Isivilla complexes (complex 2, 3, and 4 respectively) are planned to be recovered from open pit mining operations. Due to the orientation and topography of the Kihitian complex, significant

G-45 Mineral Resources are uneconomic to mine via the open pit method due to the excessive stripping costs and, as such, an underground operation is planned for mineralized material above cut-off.

The Macusani Technical Report has not been carried out to a level of detail equivalent to a pre-feasibility study or feasibility study. Consequently, no Mineral Reserve estimate has been prepared and any resources and conceptual production stated herein should not be considered representative of a Mineral Reserve. Inferred Mineral Resources were used in the LOM plan together with Indicated Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as not Mineral Reserves and there is no certainty that the preliminary economic assessment will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Mineral Reserves can only be estimated as a result of an economic evaluation as part of a preliminary feasibility study or feasibility study of a project. There is no certainty that all or any part of the Mineral Resources will be converted into Mineral Reserves.

Open Pit Mine Design

The open pit mining activities for the Macusani complexes were assumed to be undertaken by a contractor operated fleet as the basis for the Macusani Technical Report. The average unit mining costs used in the Macusani Project economics was 2.40 USD/t of rock mined. Plateau has sourced the cost estimate from contractors operating in the region on similar sized operations. The open pit mining cost is provided as all- in-inclusive and covers variations in haulage profiles and equipment selection. Labour rates have been based on local information from Plateau. Indicatively, the 150 mm diameter blast hole drill rigs are planned to perform the production drilling in the operations, for both mineralised and waste rock. The main loading and haulage fleet is estimated to consist of 180 t haul trucks, loaded primarily with the diesel powered 15 m3 shovels or the 13.8m3 wheel loader depending on pit conditions and equipment availability. As conditions dictate, the D10 class dozers are planned to rip and push material to the excavators, conduct bench clean ups, and maintain the waste dumps and stockpiles. The maximum mine workforce to be employed is estimated at 344 persons, with 178 on site at any one time. The crew schedule is a rotation schedule, with four shifts working 12 hour shifts, on a dayshift/nightshift rotation, with two crews off at a time. Maintenance will use the same schedule with day and night shifts to support mining operations. Management and technical personnel may be on a varied schedule but will primarily follow the same rotation as operations, working only dayshift, unless required by operations.

Underground Mine Design

The Mineral Resources available for underground mining that forms the Macusani Project LOM plan are contained within a portion of the Mineral Resource block model that is excluded from current economic open pit limits, but which is judged potentially mineable by underground methods. These Mineral Resources contain a significant quantity of Inferred material. For conceptual production, Inferred material has been included within the design and includes estimates of mining dilution and mining recovery. The proposed underground mine design supports the extraction of 2,700 tpd of PEM through room and pillar mining utilising continuous miners. Material handling from the underground workings to the surface is based on conveyor haulage through the workings, with PEM being hauled directly from the underground to the ROM stockpile through the underground access. Mining ventilation will be accomplished by two dedicated exhaust shafts to surface, each equipped with modern fans that will draw fresh air in at the main entrance and through the workings of the mine before being exhausted through the dedicated return airways to minimise exposure to radiation.

Mineral Resources at Chilanco Chico are ideally suited to mining via horizontal mining methods. Mineralisation generally varies from 6.0 m and up to 24 m in thickness, averaging approximately 10 m, although low-grade mineralisation extends for some further distance, this material consists of uneconomic

G-46 grades. The strong continuity and thickness of the mineralisation zones combined with weak rock strength at Chilanco Chico are amenable to horizontal room and pillar mining by continuous miner. This method was selected to benefit from the productivity and low mining costs associated with the method. The method allows for multiple working areas and a fast mining cycle.

Current underground mining is planned to use modern continuous miners assisted by conveyors for material handling. In addition to a continuous mining unit, an underground drilling rig has been included for ground support and minor drill and blast duties where required. A wheel loader has also been included for clean-ups and associated works if required. The maximum underground mine workforce to be employed is estimated at 141 persons, with 74 on-site at any one time. The crew schedule is a rotation schedule, with four shifts, working 12-hour shifts, on a dayshift/nightshift rotation, with the two crews off at one time. Maintenance will use the same schedule with day and night shifts to support mining operations. Management, technical, and some service/conveyor personnel will work on a varied schedule but will primarily follow the same rotation as operations, working only dayshift, unless required by operations. Mining development starts from the southern end of the deposit, with access made from the planned open pit. Underground mining then develops to the west to intersect the southern ventilation shaft. The mine will then complete the southern area before developing north, to intersect the secondary ventilation shaft, before opening final extents.

Underground Infrastructure

Typically, fresh air will flow from the portals through the workings and exhaust via the exhaust shafts, located centrally in the two main mining areas. Suitably sized development fans and ducting will direct air to the workings areas. The main accesses carry fresh air and are the primary means of egress. Secondary egress via raises has not been included owing to the fan infrastructure and return airflow. Additional means of egress can be made via the secondary portals developed into the open pit. No information for estimation of groundwater inflow is currently available. Underground audits developed on site displayed no evidence of groundwater. Owing to the high-altitude location of the Macusani Project ground water inflow has not been considered to be a major influence on the Macusani Project. Explosives have been included within the mining method. The explosive use is minor as limited drill and blast has been included to allow for initial opening of headings that may not support a continuous miner. Underground electrical requirements and reticulation have been estimated for the Macusani Project. Equivalent sized continuous miners require a 1 000 V supply. The mine is anticipated to have an 11 kV incoming power supply that will service the underground reticulation, including section circuit breakers. Panel sub-stations will then transform the incoming power supply to a 1 000 V supply for distribution. Substations are planned to be rated to 2 MVA, which will incorporate an 11/1.05 kV transformer, 1 000 V switchgear and protection relays, and PLC network and control equipment. Compressed air lines have not been included as the bulk of the mining will be completed by continuous miners, not requiring compressed air. The drill jumbos included have on-board compressors that supply the required air to the machine. Mine water reticulation underground is made via 110 mm mine poly pipe. A header tank on surface will be used to supply the underground workings. Underground communication is by radios supported on a leaky feeder truck system. Surface communication is by phone and radios.

Projected Production Schedule

The anticipated project life is ten years and the PEM contained within the design equates to annual run of mine production of 10.9 Mt. The underground mine design has been based on production capability of a single continuous miner, which equates to 2,697 t/d or 973 kt annually, for a planned mine life of nine years.

G-47 Processing and Recovery Methods

The proposed method of recovery is based on the developed production schedule of the PEM. The proposed method includes crushing and stacking PEM onto a heap leach pad which is irrigated with an acidic solution to dissolve the uranium. The leach solution would then pass through ion exchange (IX) columns to recover the dissolved uranium and solvent extraction (SX) to recover uranium from the IX eluate to reduce acid consumption. The SX product solution then passes through precipitation to yield a yellowcake precipitate, which is thickened, filtered, dried and packaged for dispatch. Interpretation of metallurgical testwork results determined a processing recovery rate of 88%, resulting in an average annual production of 6.08M lb U O . The nominated process method utilizes industry standard equipment and extraction technologies that are used in practice around the world. The process block diagram is shown in Figure 3. ₃ ₈

G-48 Figure 3 - Process Block Diagram

G-49 Infrastructure, Permitting and Compliance Activities

Water Distribution

The raw water distribution system includes eight pumps, raw water surge tank, and a duty and standby raw water transfer pump. It is proposed for the raw water to be pumped from the water source in the valley up to a raw water dam via HDPE piping, where possible, so as to maintain consistency with other systems on site. Water treatment facilities would be required on site and capital expenditure and operating costs have been estimated and included. The raw water would generally be run through a sand filter (or equivalent) with sterilisation for potable water. The raw water supply is assumed to be of good quality such that no expensive treatment will be required.

Power Distribution

The San Gaban power line runs near the proposed power plant location and it has been assumed that the power line is at 138 kV. It is reported that the hydroelectric power installed capacity is 110 MW. In order for a grid connection to be made an extension of the power line will be required to reach the Macusani Project site and any connection will be subject to negotiation with the supply authority.

The proposed distribution system consists of a 138/33 kV substation that would connect to the San Gaban powerline with a 33 kV aerial cable used to connect the substation to the 15 MVA 33/11 kV main transformer. This transformer would connect into a medium voltage (MV) switchgear at 11 kV (or other suitable MV level) which would distribute power throughout the site. Roadway lighting would also be required for 24 hour operation.

Two 1.3 MW diesel powered generators for the provision of emergency power have been included in the estimate. Whilst the system is designed to be failsafe from an environmental and process point of view, the operational impact of a greater than 24-hour power failure would be significant due to the long leach start up cycle.

Transportation and Logistics

Most equipment and materials will arrive containerised from overseas at Callao (Peru’s main port, located near Lima) or a more southern port such as Ilo with suitable handling facilities. Containers would be offloaded at site using site based lifting equipment. Containers would be loaded on trucks at port, and driven to site. Route surveys from port(s) to site, with accurate height and width measurements for any low bridges and abnormal load clearances, should be undertaken to determine the best road transit route. The route is likely to include access via, the Interoceanica Highway, from the city of Juliaca to the town of Macusani (about 200 km).

The connecting roads between the highway and the Macusani Project site require significant upgrade and even perhaps rerouting to handle the proposed Macusani Project generated traffic. In addition to standard access roads provided around the pumping areas on the plateau, a one-way light vehicle maintenance access road would be provided down the valley to the liquid tailings dam/ion exchange area. The return solution pipeline would utilise the civil preparation of this road and follow it back up to the plateau.

The reclaim operation is intended to link to the tailings management facility via an overland conveyor that would receive the waste PEM from the reclaim corridor conveyor at the edge of the designed heap leach pad turnaround area. The Kihitian mining area is approximately 8.4 km east-southeast from the processing area and due to the nature of the terrain in the region, a desktop analysis was performed to determine the most economic method of transporting PEM from the Kihitian property to the processing area. It was

G-50 determined that positioning the crushing station on the plateau and working in conjunction with the conventional conveyor to transport PEM to the processing facility would be the simplest and most cost effective. The station has been positioned between the Isivilla and Kihitian complexes, and as the mine is developed the waste materials will be used to develop the haul roads and reduce the impact on haul distances.

Site Services

Fuel storage and dispensing facilities would be required to supply primarily diesel to various mobile equipment associated with the processing plant. The fuel consumption of the vehicles associated with the process facility would typically be much less than that of the mining fleet, and the fuel facilities would typically be shared. A supply contract would normally be negotiated with a fuel company and such a contract could include equipment supply and installation. A single storage facility with double walled steel fuel tanks in a bunded area would be used to store fuel. Fuel delivery tankers would supply fuel on an as required basis to meet the Macusani Project consumption requirements. Oil is intended to be stored in the drums in which it is delivered and dispensed as required near the storage facility, or mobilised on a utility vehicle to service the loaders in the field.

A compressed air system has been included. The system includes a duty and standby oil lubricated screw compressor, each with approximately 100 L/s capacity operating at 7.5 bar(g). The system includes an air filter, dryer, condensate removal valve and receiver tank.

Fixed plant and mobile plant mechanical workshops are included in the estimate. A warehouse and storage facility is included to receive and store all incoming goods for the site, except for bulk deliveries of some plant consumables such as sulfuric acid and fuel.

It is assumed that Plateau would acquire the necessary local permits for communications connections to site. If the area is on the cellular grid, the best solution may be communications (including internet) via the cell phone provider.

An administration building is included in the estimate. A camp for Macusani Project operations staff has been allowed for in the costing. It would be suitable for 330 people.

Human Resources

An organisation structure for the Macusani Project operations staff has been developed to support the Macusani Project operating cost estimate. It is anticipated that a total staff of between 367 and 577 would be required for the Macusani Project including at maximum 276 mining operations staff.

Environmental Studies

The Macusani Project is located within the ecoregion of Puna y Altos Andes. Some native fauna found within the ecoregion that may or may not be present in the Macusani Project area are classified by the International Union for Conservation of Nature as “vulnerable”, including the Andean Flamingo and North Andean Deer; “near threatened” including the Andean Condor, Andean Ostrich and Pampus Cat; and “critically endangered”, including the Junin Grebe. The Macusani Project may or may not be located within the MEM Restricted Mining Areas and this should be verified with detailed cadastre. Approximately 100 sites of ancient rock art, some unique to the region are found within the Macusani and Corani Districts. Collectively these cave paintings constitute the largest concentration of art from the Archaic period in the Americas and, in 2005, these sites were designated national cultural patrimony by the Peruvian government. The specific locations of these artworks should be determined to confirm their proximity to

G-51 the Macusani Project. The Macusani Project site is located in proximity to four inactive or abandoned mines. As well as reflecting recent cultural heritage in the area these mines have been identified as potential causes of local water contamination. A future study should locate the exact location and nature of these mines to determine whether they have any potential impact on the Macusani Project.

The Macusani Project is located within the Macusani and Corani Districts of the Carabaya Province. The population of Peru is 29.8 million as of a July 2013 estimate with the population of the Corani District and Macusani District’s being 3,581 and 10,950 respectively.

Generally, the Ministry of Energy and Mines of Peru requires exploration and mining companies to prepare an environmental evaluation, an Environmental Impact Assessment (“EIA”), an Environmental Management Plan (“EMP”), and a closure plan. Mining companies are also subject to annual environmental audits of operations. Additionally, laws specifically relating to the mining of uranium apply and include conditions of the Peruvian agreement with the International Atomic Energy Agency (“IAEA”) and the North Atlantic Treaty Organisation’s (“NATO”) regulations. The Peruvian Supreme Decree 037- 98-EM established a tiered system imposing environmental requirements for exploration activities. A company must file an affidavit with an environmental evaluation for the following categories of exploration activities:

• Category A: Exploration activities with minimal or no surface alterations, such as geological studies, topography, and recollection of samples. The applicant must file an affidavit describing the activities. • Category B: Exploration activities that result in discharges or waste disposal that could impact the area up to no more than 10 hectares. The company must file an application form attaching a description of the activities, a description of mitigation activities and reclamation plans. • Category C: Exploration activities that result in discharges or waste disposal, that could impact the area and those exploration activities that require more than 20 platforms or construction of more than 50 m of tunnels. The latter require an environmental valuation. MEM published a guidance document describing the contents of an environmental valuation.

As of April 1993, a mining company that has completed its exploration stage must submit an EIA when applying for a new mining or processing concession, or to increase the size of its existing processing operations by more than 50%; or to execute any other mining project. The duty to prepare an EIA falls upon the concession holder and the EIA must be prepared by a consultant duly certified by the Ministry. An EMP must be submitted to the MEM for permitting of an operation. Additionally, a closure management plan for each component of the operation must be submitted.

Environmental Permitting

Various permits will be required for the Macusani operation. An investigation of the specific permitting requirements will be required as the Macusani Project is developed further. As a uranium operation, the Macusani Project is classified as Category 1 under the Radiation Safety Regulations. Therefore, a licence to extract uranium is required where the uranium has a specific activity greater than or equal to 1 BQ/g. NATO must be advised of various stages of the operation for approval under these regulations, including but not limited to notification of:

• Means of product transport; • EIA and proposed closure plans; • Emergency Action Plans; • Production; and • Sales (NATO authorised parties).

G-52 Additionally, for operations some personnel may require NATO licences to perform their specific tasks.

Social, Community and Environmental Impacts

In January 2001, MEM published guidance on the management of relations between companies and local communities (“Guía de Relaciones Comunitarias”). It describes the Social Impact Study (“Estudio de Impacto Social”) now required as a part of the EIA. The Social Impact Study consists of an analysis of the impacts on persons, interpersonal relationships, economy and culture in the communities living in the area of influence, resulting from the mining operation. The plan also includes mitigation measures to reduce such impacts. Regarding public participation in the EIA approval process, the law requires a single public hearing to take place and makes the EIA a public document, meaning the applicant must make it available to the public.

An environmental study is required to be completed to fully understand the potential social and environmental impacts due to the implementation of the Macusani Project.

Plateau is working to engage and develop the local community to facilitate this process and have undertaken various community programs over the years including:

• Twice yearly medical campaign; • Employment of local community members (40 from Isivilla, Tantamaco and Corani); • Hygiene programs (water sanitation); • Monthly madre leche contribution; and • Schools programs sponsorship.

Health of Workers

Uranium mining and processing operations should be undertaken under an appropriate recognized code of practice for radiation protection and waste management. At the concentrations associated with uranium (and some mineral sands) mining, radon is a potential health hazard, as is dust. Precautions taken during the mining and processing of uranium to protect the health of the workers include:

• Good forced ventilation systems in underground mines to ensure that exposure to radon gas and its radioactive daughter products are as low as possible and do not exceed established safety levels; • Efficient dust control, because the dust may contain radioactive constituents and emit radon gas; • Limiting the radiation exposure of workers in mine, processing and tailings areas so that it is as low as possible, and, in any event, does not exceed the allowable dose limits set by the authorities. • The use of radiation detection equipment in all mines and plants; and • Imposition of strict personal hygiene standards for workers handling ammonium diuranate.

At any mine, designated employees (those likely to be exposed to radiation or radioactive materials) are monitored for alpha radiation contamination and personal dosimeters are worn to measure exposure to gamma radiation. Routine monitoring of air, dust and surface contamination is undertaken.

Altitude sickness is a health concern for persons at the given project altitudes. It is anticipated that locally sourced labour or those living at high altitude will require minimal if any acclimatisation. However personnel living at low altitudes who stay at low altitudes for significant time between rotations will require acclimatisation for each period spent at site.

G-53 Waste Management

Solid waste products will be composed of most of the original PEM and, therefore, will also contain most of the radioactive elements within the PEM. In particular, solid tails contain the radium that is present in the original PEM. Clay or other suitable capping material may be placed to cap the tailings pile as it advances or at certain stages during LOM in an attempt to reduce radiation levels to near those normally experienced in the region of the PEM body. Capping of the solid tailings dump(s) with a two metre deep layer of fill is included in the cost estimate.

The process facility will produce liquid tailings but in an effort to minimise the liquid tailings, it is envisaged that the leaching solution circuit would contain a bleed stream to be drawn off post ion exchange loading (raffinate stream). This process bleed is assumed to require a treatment plant, potentially an ion exchange plant, with the outflowing fluid reporting back to the BLS pond to prevent build-up of impurities in the process liquids.

Further environmental analysis will determine if the assumed process scenario will maintain pond levels through evaporation alone, and will require makeup water. In addition, water flows through and from the tailings heap are proposed to be collected in a liquid tailings dam constructed at the lowest elevation area of the site, below the tailings heap.

All tailings management facilities would be lined with an impervious layer to minimise environmental discharge from the site over time. It is proposed that the tailings management facility will be located to the west of the site in an adjacent valley and is estimated to be able to accommodate a heaped pile of 99 Mm³ (118.7 Mt). The tailings management facility is intended to be designed in a heap fashion which is anticipated to be sufficient for the life of mine, assuming the final heap leach remains a permanent feature.

To date no testing that would inform the risk of acid rock drainage or metal leaching has been undertaken.

Rehabilitation and Closure

Due to the nature of a heap leach operation there will be a significant area of land that requires reclamation to some degree. A preliminary closure management plan should be prepared in the future to better delineate estimated costs of rehabilitation and closure. A closure management plan, including monitoring plan and time frame, will allow for improved accuracy of the rehabilitation and closure estimate. The monitoring system will also provide an early warning system to identify unforeseen issues post-closure.

Capital and Operating Costs

The cost estimate was generated from supporting engineering quantities and cost information derived from historical cost information sourced from in-house and commercial databases, quotations from equipment suppliers, rates from local service providers, and client-derived data from existing local operations.

Both capital and operating cost estimates were prepared in mixed currencies and reported in United States dollars (USD). The Macusani Technical Report currently assumes additional land acquisition and surface rights will be obtained in the future to accommodate proposed infrastructure such as access roads and conveyors as well as the processing facilities themselves. The potential costs of such an acquisition are not included within the estimate. A total of 5,538 operating hours were planned per year. Major Macusani Project development components are metallurgical testwork, EIA, Pre-Feasibility Study / Bankable Feasibility Study engineering, exploration drilling, and permits, licences or legal and administrative costs associated with government mining and environmental regulations. This includes reporting requirements during operation and related administrative costs. Additionally, no allowance has been made for cost

G-54 escalation, currency fluctuations, insurance, container demurrage costs, product (yellowcake uranium) transportation or transportation security, monitoring during operation, containment, monitoring or treatment of waste rock in the event that acid rock drainage or metal leaching are applicable, and hydrogeological monitoring, dewatering or stormwater control measures.

Capital Cost Estimate

Table 24 shows the estimated initial capital costs for the Macusani Project, including the cost breakdown for each project area.

Table 24 - Initial Capital Expenditure

G-55 Table 25 - Life of Mine Project Capital Expenditure Estimate

Operating Cost Estimate

The average operating costs estimate was prepared based on the LOM costs. This enabled the estimation of unit rates for the operating costs per tonne of PEM or per pound of yellowcake produced. This approach was used as the majority of operating costs were variable rather than fixed. Fixed costs included general and administration costs and labour costs with the remainder of costs being variable. The variable costs for the mining operation are driven by the total amount of material mined, including waste. The variable costs for the processing plant are a function of either the PEM processed or the uranium extracted. The total operating costs are estimated as detailed in Table 26:

G-56 Table 26 - Macusani Project Operating Expenditures Estimate

Economic Analysis

The economic analysis presented is preliminary in nature and includes Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. They do not have demonstrated economic viability and there is no certainty that the preliminary economic assessment will be realized. Caution should be used when interpreting the results presented. The financial model prepared was a constant dollar type model which assumed that purchasing power did not change with time. This means the capital expenditures, operating expenditures and revenue were considered constant through time in a like-for-like manner. The model was based on full equity financing. The 3% royalty is applied annually to the gross revenue. There may be further opportunity to reduce this, as it has been reported that other mining operations have been able to negotiate a 1-3% royalty on the net revenue. No allowance in the model was made for cost escalation, currency fluctuations, and required permits, licences or legal and administrative costs associated with government mining and environmental regulations.

Financial Model

A capital cost and operating cost estimate based on the proposed mining and recovery methods, was prepared to the level of a PEA, with an accuracy of -30 % to +30 %. A base economic model was prepared using the capital and operating cost estimates, the model parameters, and the production schedule. A summary of the major financial parameters and results of the base case scenario are as shown in Table 27. It should be noted that these results do not demonstrate economic feasibility as the mine production schedule includes Inferred Mineral Resources. The results should be considered as potential results that

G-57 could be achieved if the Inferred Mineral Resources were able to be converted to Indicated or Measured Mineral Resources in the future.

Table 27 - Financial Model Parameters and Results

The Macusani Project currently produces an IRR and NPV utilizing a conservative sale price of USD 50 /lb U O .

The economic₃ ₈ analysis was conducted over a range of discount rates and the discounted cash flow (DCF) results have been presented in Table 28. Sensitivity analysis was conducted on the base case, which demonstrates the sensitivity to the NPV if an increase or decrease is seen in the operating income, operating expenditure, capital expenditure, recovery and product price.

Table 28 - DCF Results for Macusani

The DCF model gave post-tax NPV of USD 603.1 M and an IRR of 40.6%.

The annual cashflow and cumulative cashflow are reported in Figure 4 and Figure 5, which also illustrates that the Macusani Project has a payback period of 1.8 years.

G-58 Figure 4 - Annual Cash Flow

Figure 5 - Pre-Tax Cumulative Annual Cash Flow

Dividends and Distributions The payment of dividends on the American Lithium Shares following completion of the Arrangement will be at the discretion of the board of directors of the Combined Company. American Lithium has never declared nor paid any cash dividends on the American Lithium Shares and does not intend to pay any cash dividends on completion of the Arrangement. For additional details regarding American Lithium’s current dividend policy see “Dividends and Distributions” in Appendix F. Description of Share Capital The authorized share capital of the Combined Company following completion of the Arrangement will continue to be as described above under the heading “Description of Capital Structure” in Appendix F and the rights and restrictions of the American Lithium Shares will remain unchanged. Consolidated Capitalization The following table sets forth American Lithium’s consolidated capitalization as at November 30, 2020, adjusted to give effect to the Arrangement. The table should be read in conjunction with the unaudited consolidated interim financial statements of American Lithium as at and for the three and nine months ended November 30, 2020, including the notes thereto, and management’s discussion and analysis

G-59 thereof, the audited consolidated annual financial statements of American Lithium for the year ended February 29, 2020, including the notes thereto, and management’s discussion and analysis thereof, as well as the pro forma financial statements of the Combined Company attached as Appendix H to this Circular.

As at November 30, 2020 As at November after giving effect to the 30, 2020 Arrangement (1)(2) Common Shares (authorized: unlimited) $65,335,109 $115,343,272 Equity reserves $5,922,985 $20,507,166 Total Capitalization Deficit $(55,396,843) $(56,910,288) Long-term debt $1,006,408 $1,006,408

(1) Before deducting expenses of the Arrangement. (2) Assumes all Plateau Shares issued and outstanding are acquired by American Lithium pursuant to the Arrangement, no Plateau Shareholders exercise their Dissent Rights and that none of the Plateau Options or Plateau Warrants are exercised, as applicable, prior to the completion of the Arrangement.

There are currently 126,454,069 American Lithium Shares and 116,811,782 Plateau Shares outstanding. There are also currently 299,445 Plateau DSUs, 1,074,387 Plateau RSUs, 7,847,855 Plateau Options, and 12,811,962 Plateau Warrants outstanding. On completion of the Arrangement, and assuming that the number of Plateau Shares outstanding does not change (other than with respect to the issuance of an aggregate of 1,373,832 Plateau Shares upon the accelerated vesting and exchange of the 299,445 Plateau DSUs and 1,074,387 Plateau RSUs) an aggregate of 34,273,828 American Lithium Shares and an aggregate of 17,136,914 American Lithium Consideration Warrants will be issued as consideration for such Plateau Shares, and the total number of American Lithium Shares outstanding will be 160,727,897 on a non-diluted basis. If the currently outstanding 7,874,855 Plateau Options are exercised, up to an additional 2,283,708 American Lithium Shares will be issued. If the currently outstanding 12,811,962 Plateau Warrants are exercised up to an additional 3,715,469 American Lithium Shares and 1,857,734 American Lithium Consideration Warrants will be issued (provided if a Plateau Warrant is exercised following the Exchange Warrant Expiry Date, the Consideration will not include the Exchange Warrant).

Voting Securities and Principal Holders

Following completion of the Arrangement, it is expected that there will be approximately 160,727,897 American Lithium Shares outstanding (on a non-diluted basis). To the knowledge of the directors and officers of American Lithium and Plateau, no person, firm or corporation is expected to beneficially own, directly or indirectly, or exercises control or direction over, 10% or more of such American Lithium Shares.

Directors of the Combined Company

On the Effective Date, the board of directors of the Combined Company will be comprised of five directors, being: the following three current directors of American Lithium, namely, Andrew Bowering, Simon Clarke and G. A. (Ben) Binninger; and the following two current directors and executive officers of Plateau, namely, Laurence Stefan and Ted O’Connor.

G-60 Name, and Position(s) held and Period Principal Occupation(1) Municipality of of Service as a Director Residence(1) Andrew Bowering Chief Financial Officer of Mr. Bowering is a venture capitalist with British Columbia American Lithium since 30 years of experience and leadership in Canada August 22, 2017 mineral exploration and development. He has founded, funded, and built teams Director of American Lithium that have operated numerous since June 29, 2017 companies in the pursuit of precious, base, and industrial metals from early exploration through to production. Mr. Bowering is the current Chief Financial Officer and a Director of American Lithium. He is also Founder and Executive VP and Director of Prime Mining Corp. (gold and silver developer, Los Reyes, Mexico) and was also a Founder of Millennial Lithium Corp. and served as Director from June 2016 to September 2018 and helped find and develop its brine assets in Argentina. Simon Clarke Director of American Lithium Mr. Clarke has over 25 years experience British Columbia since June 25, 2020 in the mining and energy sector, with Canada specific focus in battery metals, building and growing companies and implementing successful capital markets and growth strategies. He was Founder of M2 Cobalt Corp. (cobalt/copper exploration in East Africa) in early 2017 and was CEO & Director until the company was sold to Jervois Mining Ltd. (battery metals developer) in June 2019 and continued as a director, and subsequently as an officer of the company for a further 12 months, until June 2020. Mr. Clarke was also a Founder of Osum Oil Sands Corp. in 2005 and was a Director from inception until 2010 and has served as Board Observer and Advisor since then. He was also a Director of Doublestar Resources at the time of its sale to Selkirk Metals in 2007 and is currently CEO & Director of Apollo Gold & Silver Corp. Mr Clarke has an LLB from Aberdeen University, Scotland.

G-61 Name, and Position(s) held and Period Principal Occupation(1) Municipality of of Service as a Director Residence(1) Laurence Stefan President, Interim Chief Mr. Stefan is a founder of Plateau, serving Johannesburg Executive Officer, Chief as Managing Director in Peru since 2007. South Africa Operating Officer of Plateau Dr. Stefan previously worked at Gold since September 2012 Fields of South Africa and JCI (Pty) Ltd. Director of Plateau since with his experience mainly spent on South January 2007 American projects. Dr. Stefan led the discovery team for the Falchani Project.

Ted O’Connor Technical Advisor of Plateau Mr. O’Connor is a Professional Saskatchewan, Canada since June 2018 Geoscientist with over 25 years of Director of Plateau since experience in the exploration industry. September 2014 Most recently, CEO of Plateau from September 2014 to June 2018, who was part of the discovery team for the Falchani Project. Previously, Director of Corporate Development at Cameco, he was responsible for evaluating, directing and exploring for uranium deposits worldwide. He has successfully led new project generation from early exploration through to discovery on multiple unconformity uranium projects.

G. A. (Ben) Binninger(1) Director of American Lithium Mr. Binninger has more than 30 years California since August 20, 2020 expertise in global business management United States including mineral development for lithium, potash, and boron. He also has extensive experience leading and creating technically sophisticated process and service companies. Mr. Binninger was Chief Commercial Officer for Rio Tinto Borax from 2000 to 2001 and was on the advisory board of Millennial Lithium from 2016 to 2019. He has a chemical engineering degree and a master’s degree from the Harvard Business School. He has taught international business management at UCLA.

Notes: (1) This information, not being within the knowledge of American Lithium, has been furnished by the respective directors and officers. (2) Proposed member of Audit Committee.

G-62 Officers

On the Effective Date, it is contemplated that the executive officers of the Combined Company will include Andrew Bowering, Chairman; Simon Clarke, Chief Executive Officer; Laurence Stefan, President, and Chief Operating Officer; Philip Gibbs, Chief Financial Officer; and Mike Kobler (the current Chief Executive Officer), General Manager, US Operations. The biographies for Philip Gibbs and Mike Kobler are set out below, all other biographies are set forth in the table above.

Philip Gibbs, Chief Financial Officer

Mr. Gibbs, B.Compt., MBA, the current Chief Financial Officer of Plateau, has extensive knowledge of financial aspects of exchange listed mining and mineral exploration companies operating in Africa and South America. Mr. Gibbs also serves as Chief Financial Officer of Cobalt BlockChain Inc. and Asante Gold Corporation.

Mike Kobler, General Manager US Operations

Mr. Kobler, the current Chief Executive Officer of American Lithium, has been instrumental in securing and developing its asset base, in particular its TLC Project. Over the past 35 years, Mr. Kobler has specialized in identifying, acquiring, developing, and producing natural resource opportunities throughout the world as well as overseeing the design and construction of several infrastructure projects. As a Founder and original Chief Executive Officer of Osum (from 2005 to 2008) he oversaw the growth of the company from start-up to a valuation approaching $500 million and assisted in the smooth transition of the company to its next phase of growth and an equity value approaching $2 billion.

After giving effect to the Arrangement, it is expected that the directors and executive officers of the Combined Company will hold approximately 5,791,137 American Lithium Shares representing 3.6% of the 160,727,897 American Lithium Shares anticipated to be issued and outstanding following completion of the Arrangement on a non-diluted basis.

Conflicts of Interest

Certain proposed directors and officers of the Combined Company are, and will continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of the Combined Company. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of the Combined Company. The directors of the Combined Company are required by law, however, to act honestly and in good faith with a view to the best interests of the respective company and its shareholders and to disclose any personal interest which they may have in any material transaction which is proposed to be entered into with the Combined Company and to abstain from voting as a director for the approval of any such transaction.

Selected Unaudited Pro Forma Financial Information

The selected unaudited pro forma consolidated financial information set forth below should be read in conjunction with the unaudited pro forma consolidated financial statements of the Combined Company and the accompanying notes thereto attached as Appendix H to this Circular. The unaudited pro forma consolidated statement of financial position has been prepared from the November 30, 2020 unaudited interim consolidated financial position of American Lithium and the December 31, 2020 unaudited interim consolidated financial position of Plateau and gives pro forma effect to the successful completion of the Arrangement as if the transaction occurred on November 30, 2020.

G-63 The pro forma consolidated statement of loss and comprehensive loss for the year ended February 29, 2020 has been prepared from the audited consolidated financial statements of American Lithium for the year ended February 29, 2020 and for the audited consolidated financial statements of Plateau for the year ended September 30, 2019 and from the unaudited interim condensed consolidated statements of Plateau for the six month ended March 31, 2019 and 2020 and gives pro forma effect to the successful completion of the Arrangement as if the transactions occurred on November 30, 2020. The pro forma consolidated statement of loss and comprehensive loss for the nine month period ended November 30, 2020 have been prepared from the unaudited condensed interim consolidated statements of loss and comprehensive loss of American Lithium for the nine months ended November 30, 2020 and the unaudited interim condensed consolidated financial statements for three month periods ended June 30 and December 31, 2020 and the audited consolidated financial statements for the year ended September 30, 2020 and gives pro forma effect to the successful completion of the Arrangement as if the transactions occurred on November 30, 2020. The summary unaudited pro forma consolidated financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the Arrangement will differ from the pro forma information presented below. No attempt has been made to calculate or estimate potential synergies between American Lithium and Plateau. The unaudited pro forma consolidated financial statement information set forth below is extracted from and should be read in conjunction with the unaudited pro forma consolidated financial statements of the Combined Company and the accompanying notes thereto attached as Appendix H to this Circular.

Year ended Nine months ended February 29, (in thousands of Canadian dollars) November 30, 2020 ($) 2020 ($) Statement of Operations Data: Loss and comprehensive loss...... (13,633,596) (21,811,620) Per American Lithium Share data: Basic and diluted loss per share...... (0.14) (0.22)

As at November 30, 2020 (in thousands of Canadian dollars) ($) Balance Sheet Data: Total current assets...... 10,956,475 Total assets...... 82,184,837 Total current liabilities...... 2,238,279 Total liabilities...... 3,244,687 Total equity...... 78,940,150

G-64 Risk Factors

The risk factors relating to the Combined Company are not expected to differ significantly from the risk factors applicable to Plateau’s and American Lithium’s individual businesses, which are discussed in greater detail in Plateau’s management discussion and analysis for the year ended September 30, 2020 and Appendix F – Information Concerning American Lithium, respectively, of this Circular; however, additional risk factors with regards to the Combined Company are described below. All such risk factors include certain risks relating to the Arrangement, which are discussed in greater detail in this Circular under the heading “Risks Associated with the Arrangement”.

The business of the Combined Company will be subject to the risks currently affecting the business of American Lithium and the business of Plateau.

For a discussion of the businesses of American Lithium and the business of Plateau, together with factors to consider in connection with American Lithium and Plateau’s businesses, please also see “Appendix F – Information Concerning American Lithium” and “Information Concerning Plateau”.

The integration of American Lithium and Plateau may not occur as planned.

The Arrangement Agreement has been entered into with the expectation that its successful completion will result in an enhanced market position and stronger company following the combination of large-scale development assets. Additionally, the combination of American Lithium and Plateau is expected to result in strengthened management and technical teams and to provide efficiencies and cost savings at the underlying projects by taking advantage of operating and other synergies between the two companies. It is also anticipated that the combination will provide enhanced growth opportunities for the Combined Company. These anticipated benefits will depend in part on whether American Lithium and Plateau’s operations can be integrated in an efficient and effective manner. Most operational and strategic decisions and certain staffing decisions with respect to the Combined Company have not yet been made. These decisions and the integration of the two companies will present challenges to management, including the integration of systems and personnel of the two companies, and special risks, including possible unanticipated liabilities, unanticipated costs, and the loss of key employees. The performance of operations acquired from Plateau in the Arrangement after completion of the Arrangement could be adversely affected if the Combined Company cannot retain key employees to assist in the integration and operation of American Lithium and Plateau. As a result of these factors, it is possible that the advantages expected from the combination of American Lithium and Plateau will not be realized. In addition, the integration process requires the dedication of substantial management effort, time and resources which may divert management’s focus and resources from other strategic opportunities and from operational matters during this process.

The Combined Company’s operations will expose shareholders to new risks from foreign operations.

The Combined Company’s operations will be exposed to various levels of political, economic and other risks and uncertainties in Peru. These risks and uncertainties may include, but are not limited to, terrorism, hostage taking, military repression, expropriation, extreme fluctuations in currency exchange rates, high rates of inflation, labour unrest, risks of war or civil unrest, renegotiation or nullification of existing concessions, licenses, permits and contracts, illegal mining, changes in taxation policies, restrictions on foreign exchange and repatriation and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

G-65 Changes, if any, in mining or investment policies or shifts in political attitude in either or both of these jurisdictions may adversely affect the Combined Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

The unaudited pro forma interim consolidated financial statements are presented for illustrative purposes only and may not be an indication of the Combined Company’s financial conditions or results of operations following the Arrangement.

The unaudited pro forma interim consolidated financial statements contained in this Circular are presented for illustrative purposes only as of their respective dates and may not be an indication of the financial condition or results of operations of the Combined Company following the Arrangement for several reasons. For example, the unaudited pro forma condensed consolidated financial statements have been derived from the respective historical financial statements of American Lithium and Plateau, and certain adjustments and assumptions made as of the dates indicated therein have been made to give effect to the Arrangement and the other respective relevant transactions. The information upon which these adjustments and assumptions have been made is preliminary and these kinds of adjustments and assumptions are difficult to make with complete accuracy. See “Cautionary Note Regarding Forward- Looking Information Statements” in this Circular. Moreover, the unaudited pro forma condensed consolidated financial statements do not reflect all costs expected to be incurred by the Combined Company in connection with the Arrangement. For example, the impact of any incremental costs incurred in integrating American Lithium and Plateau is not reflected in unaudited pro forma condensed consolidated financial statements. See “Information Concerning the Combined Company – Selected Unaudited Pro Forma Financial Information” in Appendix G and the “Pro-Forma Interim Consolidated Financial Statements of the Combined Company” attached as Appendix H to this Circular.

Indebtedness of Directors and Officers

None of the proposed directors or officers of the Combined Company, who are the current directors and officers of American Lithium, are expected to be indebted to the Combined Company on completion of the Arrangement. None of the directors or officers of Plateau or American Lithium have, at any time during their most recently completed fiscal years or since then, been indebted to Plateau or American Lithium.

Auditors, Transfer Agent and Registrar

The auditors of the Combined Company following completion of the Arrangement will be Manning Elliott LLP, Chartered Professional Accountants and the transfer agent and registrar for the American Lithium Shares will be AST Trust Company (Canada), at its principal office in Vancouver, British Columbia.

Stock Exchange Listings

Shortly after the Effective Date, it is expected that the Plateau Shares will delist from the TSXV and that Plateau will apply to cease to be a reporting issuer under the Securities Laws of the provinces of British Columbia, Alberta and Ontario. The American Lithium Shares will continue to be listed on the TSXV under the symbol “LI”. American Lithium has applied to have the American Lithium Shares issuable to Plateau

G-66 Shareholders pursuant to the Arrangement Agreement listed and posted for trading on the TSXV. Listing will be subject to American Lithium receiving approval from, and fulfilling all of the requirements of, the TSXV. The American Lithium Shares will also continue to be listed on the OTCQB with the symbol “LIACF” and on the Frankfurt Exchange under the symbol “5LA1”.

Legal Proceedings

Except as disclosed under the heading “Falchani Project Description, Location and Access” in this Appendix G, there are no material legal proceedings which will involve the Combined Company or any of its subsidiaries, or of which its properties are the subject matter as of the date of this Circular.

G-67 APPENDIX H PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF THE COMBINED COMPANY

See attached.

H-1

AMERICAN LITHIUM CORP.

Pro-forma Consolidated Financial Statements (Prepared by Management) (Expressed in Canadian dollars) (Unaudited)

November 30, 2020

AMERICAN LITHIUM CORP. PRO-FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT NOVEMBER 30, 2020 (Expressed in Canadian Dollars) (Unaudited)

Plateau American Energy Metals Lithium Corp. Inc. November 30, December 31, Pro-forma Pro-Forma 2020 2020 Notes Adjustments Consolidated $ $ $ $ ASSETS

Current Cash 5,486,664 539,941 3(a),(b),(d),(e),(g), (i) 4,426,821 10,453,426 Term deposit 25,287 - - 25,287 Amounts receivable 66,413 107,547 - 173,960 Prepaid expenses and deposits 157,200 146,602 - 303,802 5,735,564 794,090 4,426,821 10,956,475

Non-current assets Equipment 15,986 - - 15,986 Exploration and evaluation assets 12,020,829 - 3(f),(g),(j) 59,112,085 71,132,914 Reclamation bonds 79,462 - - 79,462

17,851,841 794,090 82,184,837

LIABILITIES

Current Accounts payable and accrued liabilities 575,024 1,992,586 3(d),(i) (738,489) 1,829,121 Promissory notes - 200,000 3(i) (200,000) - Due to related parties 73,689 - - 73,689 Current portion of long-term debt 335,469 - - 335,469 984,182 2,192,586 (938,489) 2,238,279

Non-current assets Long-term debt 1,006,408 - - 1,006,408 1,990,590 2,192,586 (938,489) 3,244,687

Shareholders' equity Share capital 65,335,109 64,587,089 3(c),(d),(e),(g),(j) (14,578,926) 115,343,272 Reserves 5,922,985 15,706,301 3(b),(c),(d),(e),(g),(h),(j) (1,122,120) 20,507,166 Cumulative translation reserve - (461,727) 3(j) 461,727 - Deficit (55,396,843) (81,230,159) 3(a),(b),(c),(d),(f),(h),(j) 79,716,714 (56,910,288) 15,861,251 (1,398,496) 64,477,395 78,940,150

17,851,841 794,090 82,184,837

The accompanying notes are an integral part of this unaudited pro-forma consolidated financial statements.

AMERICAN LITHIUM CORP. PRO-FORMA CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2020 (Expressed in Canadian Dollars) (Unaudited)

Plateau American Energy Lithium Corp. Metals Inc. For the nine For the nine months ended months ended November 30, December 31, Pro-forma Pro-Forma 2020 2020 Notes Adjustments Consolidated $ $ $ $

Expenses Consulting fees 158,926 19,789 3(a) 425,000 603,715 Depreciation 1,515 - - 1,515 Exploration and evaluation 908,412 1,174,863 3(f) (258,751) 1,824,524 Filing and listing fees 36,408 38,049 - 74,457 Foreign exchange (gain) loss 15,866 (31,444) - (15,578) General and administrative 83,237 252,871 - 336,108 Insurance 15,920 12,487 - 28,407 Interest - 26,901 - 26,901 Management and directors fees 348,021 36,000 3(b) 2,018,863 2,402,884 Marketing 4,081,838 148,856 - 4,230,694 Professional fees 84,042 257,444 3(a) 400,000 741,486 Registrar and transfer agent fees 40,743 - - 40,743 Rent 37,000 16,500 - 53,500 Salary sacrifices and deferred compensation - 602,810 3(b) 21,032 623,842 Share-based compensation 4,732,320 739,828 3(b),(c),(h) 1,942,000 7,414,148 Travel 34,450 18,859 - 53,309

(10,578,698) (3,313,813) (4,548,144) (18,440,655)

Other items Interest income - 249 - 249 Gain on asset disposal - 11,465 - 11,465 Loss on shares issued for services - (11,550) 3(d) (720,019) (731,569)

Loss and comprehensive loss for the period (10,578,698) (3,313,649) (5,268,163) (13,633,596)

Basic and diluted loss per share (0.14)

Weighted average number of common shares outstanding 137,361,933

The accompanying notes are an integral part of this unaudited pro-forma consolidated financial statements.

AMERICAN LITHIUM CORP. PRO-FORMA CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS (Continued) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2020 (Expressed in Canadian Dollars) (Unaudited)

Plateau Energy Metals Inc. For the three For the three For the three For the nine months ended months ended months ended months ended June 30, September 30, December 31, December 31, 2020 2020 2020 2020 $ $ $ $

Expenses Consulting fees 8,045 (11,314) 23,058 19,789 Exploration and evaluation 654,452 344,983 175,428 1,174,863 Filing and listing fees 19,350 11,307 7,392 38,049 Foreign exchange (gain) loss 30,013 (83,389) 21,932 (31,444) General and administrative 55,033 57,162 140,676 252,871 Insurance 4,987 3,750 3,750 12,487 Interest 16,491 5,205 5,205 26,901 Management and directors fees 12,000 12,000 12,000 36,000 Marketing 118,599 791 29,466 148,856 Professional fees 90,673 65,609 101,162 257,444 Rent 4,500 4,500 7,500 16,500 Salary sacrifices and deferred compensation - 299,186 303,624 602,810 Share-based compensation 494,760 65,868 179,200 739,828 Travel 18,859 - - 18,859

(1,527,762) (775,658) (1,010,393) (3,313,813)

Other items Interest income - - 249 249 Gain on asset disposal - 11,465 - 11,465 Loss on shares issued for services (11,550) - - (11,550)

Loss and comprehensive loss for the period (1,539,312) (764,193) (1,010,144) (3,313,649)

The accompanying notes are an integral part of this unaudited pro-forma consolidated financial statements.

AMERICAN LITHIUM CORP. PRO-FORMA CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS FOR THE YEAR ENDED FEBRUARY 29, 2020 (Expressed in Canadian Dollars) (Unaudited)

Plateau American Energy Lithium Corp. Metals Inc. For the year For the 12 ended months ended February 29, March 31, Pro-forma Pro-Forma 2020 2020 Notes Adjustments Consolidated $ $ $ $

Expenses Consulting fees 69,500 233,949 3(a) 425,000 728,449 Exploration and evaluation 917,960 3,108,610 3(f) (235,478) 3,791,092 Filing and listing fees 14,182 66,408 - 80,590 Foreign exchange (gain) loss 9,527 (78,998) - (69,471) General and administrative 44,323 245,044 - 289,367 Insurance 10,550 17,606 - 28,156 Interest - 13,068 - 13,068 Management and directors fees 297,686 436,704 3(b) 2,018,863 2,753,253 Marketing 249,299 385,306 - 634,605 Professional fees 40,234 105,346 3(a) 400,000 545,580 Property investigation costs 7,500 - - 7,500 Registrar and transfer agent fees 19,253 - - 19,253 Rent 27,288 35,922 - 63,210 Salary sacrifices and deferred compensation - - 3(b) 21,032 21,032 Share-based compensation - 912,322 3(b),(c),(h) 1,942,000 2,854,322 Travel 74,139 205,786 - 279,925

(1,781,441) (5,687,073) (4,571,417) (12,039,931)

Other items Interest income - 5,838 - 5,838 Other income - 14,158 - 14,158 Loss on shares issued for services - - 3(d) (720,019) (720,019) Write off of exploration and evaluation assets (9,071,666) - - (9,071,666)

Loss and comprehensive loss for the year (10,853,107) (5,667,077) (5,291,436) (21,811,620)

Basic and diluted loss per share (0.22)

Weighted average number of common shares outstanding 101,023,720

The accompanying notes are an integral part of this unaudited pro-forma consolidated financial statements.

AMERICAN LITHIUM CORP. PRO-FORMA CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS (Continued) FOR THE YEAR ENDED FEBRUARY 29, 2020 (Expressed in Canadian Dollars) (Unaudited)

Plateau Energy Metals Inc. For the year For the six For the six For the 12 months ended months ended months ended ended September 30, March 31, March 31, March 31, 2019 2019 2020 2020 $ $ $ $

Expenses Consulting fees 328,798 205,173 110,324 233,949 Exploration and evaluation 4,327,511 2,394,841 1,175,940 3,108,610 Filing and listing fees 89,008 69,345 46,745 66,408 Foreign exchange (gain) loss (4,907) 136,607 62,516 (78,998) General and administrative 266,759 138,826 117,111 245,044 Insurance 16,719 10,719 11,606 17,606 Interest - - 13,068 13,068 Management and directors fees 511,726 294,082 219,060 436,704 Marketing 418,370 246,299 213,235 385,306 Professional fees 179,556 182,501 108,291 105,346 Rent 33,422 12,500 15,000 35,922 Share-based compensations 890,921 295,738 317,139 912,322 Travel 231,442 137,195 111,539 205,786

(7,289,325) (4,123,826) (2,521,574) (5,687,073)

Other items Interest income 5,838 - - 5,838 Other income 15,000 1,103 261 14,158 Gain on shares issued for services 76,054 76,054 - -

Loss and comprehensive loss for the period (7,192,433) (4,046,669) (2,521,313) (5,667,077)

The accompanying notes are an integral part of this unaudited pro-forma consolidated financial statements.

AMERICAN LITHIUM CORP. NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS AS AT NOVEMBER 30, 2020 (Expressed in Canadian Dollars) (Unaudited)

1. PROPOSED TRANSACTIONS

American Lithium Corp.

American Lithium Corp. (“American Lithium” or the “Company”) was incorporated in the Province of British Columbia. The Company is engaged in the business of identification, acquisition and exploration of mineral interests. The Company’s common shares are listed on the TSX Venture Exchange (“TSX-V”) under the ticker “LI” and trade on the OTCQB market in the United States under the ticker “LIACF” and the Frankfurt Stock Exchange in Germany under the ticker “5LA1”.

Plateau Energy Metals Inc.

Plateau Energy Metals Inc. (“Plateau”) is a publicly listed company incorporated under the Business Corporations Act (Ontario). Plateau’s common shares are listed on the TSX-V under the ticker “PLU” and trade on the OTCQB market in the United States under the ticker “PLUUF”.

The Transaction

On February 9, 2021, the Company entered into an Arrangement Agreement with Plateau whereby the Company would acquire 100% of the outstanding common shares of Plateau on the basis of 0.29 Exchange Units (“Exchange Ratio”) for each share of Plateau with an Exchange Unit consisting of one common share of American Lithium plus one-half of a common share purchase warrant of American Lithium (each whole such warrant, an “Exchange Warrant”) (the “Transaction”). Each Exchange Warrant will entitle the holder to acquire one common share of American Lithium at an exercise price of $3.00 for a period of 3 years from the completion of the Transaction. American Lithium will use commercially reasonable efforts to list the Exchange Warrants on the TSX-V as soon as practicable following closing of the Transaction.

The outstanding and unexercised warrants to purchase common shares of Plateau will be adjusted in accordance their terms based on the Exchange Ratio. Plateau’s outstanding and unexercised stock options will be adjusted and holders of the options will receive common shares of American Lithium, the number of common shares to be adjusted based on the Exchange Ratio. All RSUs and DSUs of Plateau will vest immediately prior to the close of the Transaction and will treated in accordance with their respective plans.

Upon closing of the Transaction, Plateau will nominate two directors to join a newly reconstituted board of American Lithium. American Lithium will additionally retain certain employees and consultants of Plateau in order to provide continuity with ongoing concession work in Peru and development activities at Falchani with Plateau’s existing Peru team.

The Arrangement will be carried out by way of a court-approved plan of arrangement and will require the approval of: (i) at least 66 2/3% of the votes cast by all Plateau shareholders; (ii) at least 66 2/3% of the votes cast by all Plateau shareholders and all holders of Plateau stock options voting together as a single class; and (iii) and a simple majority of the votes cast by all Plateau shareholders excluding certain interested or related parties as required by Multilateral Instrument 61-101, in each case by securityholders present in person or represented by proxy at the securityholder meeting.

The Transaction includes customary provisions, including non-solicitation, right-to-match and fiduciary out provisions, as well as certain representations, covenants and conditions that are customary for a transaction of this nature. A termination fee of $3.25 million may be payable by Plateau in the case of certain terminating events, including the acceptance of a superior proposal.

Closing of the Transaction is subject to the receipt of applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature, including, without limitation, approval of the Ontario Superior Court of Justice and the TSX Venture Exchange. Closing of the Transaction is anticipated to occur in May 2021.

AMERICAN LITHIUM CORP. NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS AS AT NOVEMBER 30, 2020 (Expressed in Canadian Dollars) (Unaudited)

2. BASIS OF PRESENTATION

The unaudited pro-forma consolidated financial statements of the resulting issuer gives effect to the Transaction as described above. In substance, the Transaction involves American Lithium acquiring control of Plateau and accordingly the Transaction will be considered to be an asset acquisition. The consolidated financial statements of the consolidated entity will represent the continuation of American Lithium. The Transaction has been accounted for as a share-based payment by which American Lithium acquired the net assets of Plateau. Accordingly, the accompanying unaudited pro-forma consolidated financial statements of the resulting issuer has been prepared by management using the same accounting policies as described in the Company’s audited financial statements for the year ended February 28, 2020.

The unaudited pro-forma consolidated financial statements are not necessarily indicative of the resulting issuer’s consolidated financial position on closing of the Transaction had the Transaction closed on the dates assumed herein.

The unaudited pro-forma consolidated financial statements have been compiled from information derived from and should be read in conjunction with the following information, prepared in accordance with IFRS:

 The Company's audited consolidated financial statements for the years ended February 28, 2020 and 2019;  The Company's unaudited condensed interim consolidated financial statements for the nine months ended November 30, 2020 and 2019;  Plateau’s audited consolidated financial statements for the years ended September 30, 2020 and 2019;  Plateau’s unaudited condensed interim consolidated financial statements for the three months ended December 31, 2020 and 2019;  Plateau’s unaudited condensed interim consolidated financial statements for the six months ended March 31, 2020 and 2019;  Plateau’s unaudited condensed interim consolidated financial statements for the nine months ended June 30, 2020 and 2019;

3. UNAUDITED PRO-FORMA ASSUMPTIONS AND ADJUSTMENTS

The unaudited pro-forma consolidated statement of financial position gives effect to the Transaction as if it had been completed on November 30, 2020. The unaudited pro-forma consolidated statement of comprehensive loss gives effect to the acquisition as if it occurred on the first day of the period presented.

The unaudited pro-forma consolidated financial statements have been prepared based on the following assumptions:

a) Plateau will incur professional fees of approximately $400,000 and consulting fees of $425,000 relating to the Transaction.

b) Plateau will incur management fees of $2,018,863 in accordance with consulting and employment agreements, salaries of $21,032 from the accelerated vesting of 751,144 Phantom RSUs, and share- based compensation of $140,334 from the accelerated vesting of its outstanding stock options.

AMERICAN LITHIUM CORP. NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS AS AT NOVEMBER 30, 2020 (Expressed in Canadian Dollars) (Unaudited)

3. UNAUDITED PRO-FORMA ASSUMPTIONS AND ADJUSTMENTS (continued)

c) Prior to closing of the Transaction, Plateau will issue 913,337 common shares for the exercise of 913,337 RSUs valued at $274,000 and 299,445 common shares for the exercise of 299,445 DSUs valued at $89,833. Plateau will accelerate vesting of its outstanding RSUs and DSUs resulting in a charge of $288,221 to stock-based compensation.

d) Prior to closing of the Transaction, Plateau issued 13,829,000 common shares valued at $6,721,935 of which 11,822,968 common shares were issued for the exercise for 11,822,968 warrants and proceeds of $4,911,258; 426,040 common shares were issued for consulting services previously accrued of $255,624; and 1,579,992 common shares valued at $1,192,473 were issued for accounts payable of $472,454 resulting in a loss on shares issued for services of $720,019. Additionally, Plateau transferred $362,580 from reserves to share capital in relation to the exercise of the warrants.

e) Prior to closing of the Transaction, American Lithium issued 8,654,216 common shares valued at $4,908,360 of which 6,600,883 common shares were issued for the exercise for 6,660,883 warrants and proceeds of $3,106,103 and 2,053,333 common shares were issued for the exercise of stock options and proceeds of $961,766. Additionally, the Company transferred $840,491 from reserves to share capital in relation to the exercise of the stock options.

f) To align American Lithium’s and Plateau’s accounting policies for exploration and evaluation assets, Plateau capitalized property acquisition costs of $15,088,502 at November 30, 2020. Plateau recorded an adjustment of $258,751 for the nine months ended November 30, 2020 and $235,478 for the year ended February 28, 2020 in relation to the capitalization of acquisition costs.

g) American Lithium will incur transaction costs of $2,842,784 of which $277,000 is for legal and accounting and $2,565,784 is for finder’s fees. The Company will pay the agents $1,200,000 in cash, issue 611,255 common shares valued at $1,271,392, and issue 148,014 warrants value at $94,392. The agents’ warrants will have an exercise price of $3.00 and will be exercisable for a term of three years. The transaction costs have been capitalized to the exploration and evaluation assets.

The value of the agent’s warrants was determined to be $137,191 using the Black- Scholes Option Pricing model with following assumptions:

Risk-free interest rate 0.29% Dividend yield - Expected life 3 years Volatility 111%

h) On closing of the Transaction, American Lithium will replace the outstanding stock options of Plateau with options of American Lithium at the Exchange Ratio which will result in additional stock-based compensation of $1,513,445 determined using the Black Scholes Pricing model with the following assumptions:

Risk-free interest rate 0.14% -0.29% Dividend yield - Expected life 0.66 - 5 years Volatility 109% - 138%

AMERICAN LITHIUM CORP. NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS AS AT NOVEMBER 30, 2020 (Expressed in Canadian Dollars) (Unaudited)

3. UNAUDITED PRO-FORMA ASSUMPTIONS AND ADJUSTMENTS (continued)

i) On closing of the Transaction, Plateau will repay its promissory note of $200,000 plus accrued interest of $10,411.

j) As consideration for 100% of the outstanding common shares of Plateau, American Lithium will issue a total of 34,784,453 Exchange Units to the shareholders of Plateau, which includes the 15,041,782 shares issued to Plateau’s shareholders in Notes 3(c) and 3(d). Additionally, American Lithium will replace the outstanding warrants of Plateau with American Lithium warrants at the Exchange Ratio. Certain of the common shares will be subject to escrow provisions as set out in the share purchase agreement and as required by regulatory authorities.

The fair value of the 34,784,453 Exchange Units to be issued is $54,919,822 and the fair value of the replacement warrants is $2,725,424 resulting in a total purchase price of $57,645,246 which is allocated to Plateau’s net assets as follows:

Cash $ 2,375,893 Amounts receivable 107,547 Prepaid expenses and advances 146,602 Exploration and evaluation assets 56,269,301 Accounts payable and accrued liabilities (1,254,097)

$ 57,645,246

The difference between the purchase price and Plateau’s net assets has been allocated to Plateau’s exploration and evaluation assets. Upon completion of the acquisition, the Company will complete a valuation of Plateau’s exploration and evaluation assets to ensure they are recorded at fair value.

The value of the warrants included in the Exchange Units was determined to be $11,091,411 using the Black- Scholes Option Pricing models with following assumptions:

Risk-free interest rate 0.29% Dividend yield - Expected life 3 years Volatility 111%

The value of the replacement warrants was determined to be $3,388,438 using the Black- Scholes Option Pricing models with following assumptions:

Risk-free interest rate 0.14% -0.29% Dividend yield - Expected life 0.48 – 3.45 years Volatility 117% - 153%

AMERICAN LITHIUM CORP. NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS AS AT NOVEMBER 30, 2020 (Expressed in Canadian Dollars) (Unaudited)

4. PRO-FORMA SHAREHOLDERS’ EQUITY

As a result of the Transactions and the pro-forma assumptions and adjustments, the shareholders’ equity of the resulting issuer as at November 30, 2020 is comprised of the following:

Reserves Number of Share Share Accumulated Notes shares capital Warrants options Total Deficit Total

$ $ $ $ $ $ Balance at November 30, 2020 117,006,103 65,335,109 - 5,922,985 5,922,985 (55,396,843) 15,861,251 Units issued for acquisition of Plateau 3(j) 34,784,453 43,828,411 11,091,411 - 11,091,411 - 54,919,822 Revaluation of warrants on acquisition 3(j) - - 2,725,424 - 2,725,424 - 2,725,424 Shares issued for warrants exercised 3(e) 6,600,883 3,106,103 - - - - 3,106,103 Shares issued for options exercised 3(e) 2,053,333 1,802,257 - (840,491) (840,491) - 961,766 Finder's units 3(g) 611,255 1,271,392 94,392 - 94,392 - 1,365,784 Stock based compensation 3(h) - - - 1,513,445 1,513,445 - 1,513,445 Adjustments to 3(a), comprehensive loss 3(h) - - - - - (1,513,445) (1,513,445)

161,056,027 115,343,272 13,911,227 6,595,939 20,507,166 (56,910,288) 78,940,150

5. INCOME TAXES

The effective income tax rate applicable to the consolidated operations is estimated to be 27%.

APPENDIX I INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF PLATEAU FOR THE THREE MONTHS ENDED DECEMBER 31, 2020 AND 2019

See attached.

H-1

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019

Plateau Energy Metals Inc.

Stated in Canadian Dollars, unless otherwise noted Unaudited

INDEX PAGE Consolidated Statements of Financial Position 1 Consolidated Statement of Loss and Comprehensive Loss 2 Consolidated Statements of Changes in Equity 3 Consolidated Statements of Cash Flows 4 Notes to the Consolidated Financial Statements 5

NOTICE TO READER

The accompanying unaudited condensed interim financial statements have been prepared by the Company’s management and the Company’s independent auditors have not performed a review of these

condensed interim consolidated financial statements.

~ 1 ~ Plateau Energy Metals Inc. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Unaudited Stated in Canadian Dollars

December 31, September 30, Note 2020 2020

Assets

Current Assets Cash $ 539,941 $ 1,256,863 HST receivable 107,547 89,792 Advances and deposits 31,830 33,348 Prepaid expenses 114,772 46,441 $ 794,090 $ 1,426,444

Liabilities and Shareholders’ Equity (Deficiency)

Current Liabilities Accounts payable and accrued liabilities 10,17 1,992,586 1,672,208 Promissory notes 16 $ 200,000 $ 200,000 2,192,586 1,872,208

Shareholders’ Equity (Deficiency) Share capital 6 64,587,089 64,587,089 Warrants 7 1,033,772 1,033,772 Stock options 8 3,215,366 3,150,160 Restricted and deferred share units 9 75,612 - Contributed surplus 11,381,551 11,343,169 Cumulative translation reserve (461,727) (403,797) Deficit (81,230,159) (80,156,157) (1,398,496) (445,764)

$ 794,090 $ 1,426,444

Note 1 – Nature of Operations and Going Concern

Note 19 – Events after the Reporting Date

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

Approved on behalf of the Board:

“Alan Ferry” “Wayne Drier”

Director Director

~ 1 ~ Plateau Energy Metals Inc. CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS Unaudited Stated in Canadian Dollars

For the three months ended December 31, Note 2020 2019

Expenses Corporate and administrative expenses $ 697,691 $ 453,353 (Gain)/loss on foreign exchange 21,932 9,452 Share-based compensation 8,9 179,200 187,609 Exploration and evaluation 5 175,428 580,720 Interest income (249) (261) Loss for the period (1,074,002) (1,230,873)

Other comprehensive loss for the period Items that may be reclassified to profit and loss: Currency translation adjustment (57,930) (19,359)

Total comprehensive loss for the period $ (1,131,932) $ (1,250,232)

Loss per share – basic and diluted $ (0.01) $ (0.01)

Weighted average number of common shares outstanding, basic and diluted 104,904,608 85,542,385

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

~ 2 ~ Plateau Energy Metals Inc. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Unaudited Stated in Canadian Dollars

Common Stock Restricted Cumulative Stock and deferred Contributed translation Accumulated Shares Amount Warrants options share units surplus reserve deficit Total October 1, 2020 104,904,608 $ 64,587,089 $ 1,033,772 $ 3,150,160 $ - $ 11,343,169 $ (403,797) $ (80,156,157) $ (445,764) Foreign currency translation - adjustment - - - - - (57,930) - (57,930) Stock options granted - - - 103,588 - - - - 103,588 Restricted and deferred share units granted (note 9) - - - - 75,612 - - - 75,612 Stock options expired - (note 8) - - - (38,382) 38,382 - - - Net loss ------(1,074,002) (1,074,002) December 31, 2020 104,904,608 $ 64,587,089 $ 1,033,772 $ 3,215,366 $ 75,612 $ 11,381,551 $ (461,727) $ (81,230,159) $ (1,398,496)

October 1, 2019 85,542,385 $ 61,410,575 $ 1,318,499 $ 2,865,195 $ - 10,403,550 $ (387,094) $ (75,195,571) $ 415,154 Foreign currency translation adjustment ------(19,359) - (19,359) Stock options granted (note 8) - - - 187,609 - - - - 187,609 Net loss ------(1,230,873) (1,230,873)

December 31, 2019 85,542,385 $ 61,410,575 $ 1,318,499 $ 3,052,804 $ - $ 10,591,159 $ (406,453) $ (76,426,444) $ (647,469)

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

~ 3 ~ Plateau Energy Metals Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited Stated in Canadian Dollars

For the three months ended December 31, 2020 2019

Cash Flows from Operating Activities Net loss for the period $ (1,074,002) $ (1,230,873)

Items not affecting cash: Share-based compensation 179,200 187,609 (894,802) (1,043,264) Net changes in non-cash working capital HST receivable (17,755) (21,180) Advances and deposits 1,518 633 Prepaid expenses (68,331) (38,967) Accounts payable and accrued liabilities 320,378 82,906 (658,992) (1,019,872)

Effect of exchange rate changes on cash and cash equivalents (57,930) (19,359) Change in cash and cash equivalents (716,922) (1,039,231) Cash and cash equivalents – beginning of period 1,256,863 1,167,651 Cash and cash equivalents – end of period $ 539,941 $ 128,420

Supplemental Cash Flow Information Non-cash working capital Interest received $ 249 $ 261

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

~ 4 ~ Plateau Energy Metals Inc. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

1. NATURE OF OPERATIONS AND GOING CONCERN (CONTINUED)

Plateau Energy Metals Inc. (“Plateau” or the “Company”) is a publicly listed company incorporated under the Business Corporations Act (Ontario). The Company’s common shares are listed on the TSX Venture Exchange (TSX-V: PLU) and trade on the OTCQB market in the United States under the ticker “PLUUF”. The registered address, principal address and records office of the Company is located at 141 Adelaide Street West, Suite 340, Toronto, Ontario, M5H 3L5. The Company is in the process of exploring and developing its mineral resource properties located in Peru. To date, the Company has not earned significant revenues and is considered to be in the exploration stage. The realization of amounts shown for resource properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to develop these properties, and future profitable production or proceeds of disposition from these properties. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Property title may be subject to unregistered prior agreements, unregistered claims, aboriginal claims, and non-compliance with regulatory and environmental requirements. These interim condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has not generated revenue from operations. During the three months ended December 31, 2020, the Company incurred a comprehensive loss of $1,131,932 (2019 – $1,250,232), and as of that date, the Company had a working capital deficit of $1,398,496 (September 30, 2020 – working capital deficit of $445,764). In the event the Transaction with American Lithium Corp. (refer Note 2) is not approved by shareholders and the Transactions does not proceed, the Company will need to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. Should the Company be unsuccessful in doing so, there is a significant doubt about the Company's ability to continue as a going concern, and therefore, a material uncertainty exists in relation to the going concern assumption. The novel corona virus (“COVID-19”) pandemic has had a material adverse effect on global economies and on the regional economies in which the Company operates. The ongoing pandemic caused by COVID-19 could have a negative impact on the stock market including trading prices of the Company’s shares; on the ability to raise new capital; on commodity prices and the future outlook for the Company; and on the ability to conduct operations due to lockdown restrictions. The lockdowns and other restrictions imposed by the pandemic restricted exploration activities for much of calendar 2020 and into 2021, resulting in lower exploration expenditures. Further impact was seen in limited marketing and travel expenditures, and the Company took additional steps to further reduce cash operating expenditures. The pandemic caused by COVID-19 will continue to have an impact on operational activities until a successful large-scale roll-out of vaccines permits the resumption of a more normal level of activity. However due to the uncertainty surrounding timing and success of vaccine immunization, it is not possible to quantify such impact. The ongoing measures undertaken to contain COVID-19 or remedy its impact may: i) affect the Company’s ability to access its properties for indeterminate amounts of time; ii) affect the health of its employees or consultants, resulting in delays, reduced productivity or diminished capacity; iii) result in the reduced availability or failures of various local administration and critical infrastructure; iv) cause social instability in Peru which in turn could impact the Company’s ability to maintain the continuity of its business operating requirements; or v) result in additional and unknown risks or liabilities to the Company.

~ 5 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

1. NATURE OF OPERATIONS AND GOING CONCERN (CONTINUED)

The extent to which the global pandemic may yet impact the Company’s business will depend on future developments which are highly uncertain and are not able to be determined at this time. Nevertheless, these factors, among others, could have a significant continuing impact on the Company’s operational capability, and on its ability to raise further funding to carry out desired work programmes.

2. ANNOUNCEMENT OF ARRANGEMENT WITH AMERICAN LITHIUM

On February 9, 2021, the Company entered into a definitive arrangement agreement (the “Agreement”) with American Lithium Corp. (“American Lithium”). Under the terms of the Agreement, American Lithium has agreed to acquire all of the issued and outstanding common shares of Plateau (the “Transaction”) on the basis of 0.29 units (each whole unit, an “Exchange Unit”) of American Lithium for each share of Plateau held, by way of a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”). Each Exchange Unit will consist of one (1) common share of American Lithium plus one-half (0.5) of a common share purchase warrant of American Lithium (each whole such warrant, an “Exchange Warrant”). Each Exchange Warrant will entitle the holder to acquire one (1) additional common share of American Lithium at an exercise price of $3.00 for a period of thirty-six (36) months from completion of the Transaction. American Lithium will use commercially reasonable efforts to list the Exchange Warrants on the TSX Venture Exchange as soon as practicable following closing of the Transaction. Pursuant to the terms of the Agreement, American Lithium will acquire all of the issued and outstanding common shares of Plateau on the basis of 0.29 Exchange Units (the “Exchange Ratio”) for each share of Plateau held. The outstanding and unexercised warrants to purchase common shares of Plateau will be adjusted in accordance with their terms based on the Exchange Ratio. Plateau’s outstanding and unexercised stock options will be adjusted and holders of the options will receive common shares of American Lithium, the number of common shares to be adjusted based on the Exchange Ratio, subject to a reduction in term for stock options held by individuals who will not be continuing on with American Lithium post-closing of the Transaction. All RSUs and DSUs of Plateau will vest immediately and will be treated in accordance with their respective plans. The Agreement includes customary provisions, including non-solicitation, right-to-match and fiduciary out provisions, as well as certain representations, covenants and conditions that are customary for a transaction of this nature. A termination fee of $3.25 million may be payable by Plateau in the case of certain terminating events, including the acceptance of a superior proposal. In connection with the Transaction, American Lithium and Plateau have also entered into a secured loan agreement. The loan is for a principal amount of $1.5 million, carries an annual interest rate of 6% and is to be used in funding Plateau’s budgeted working capital needs, if needed.

3. BASIS OF PRESENTATION (CONTINUED)

These interim condensed consolidated financial statements include the accounts of the Company and its 100% controlled subsidiary, Macusani Yellowcake S.A.C. ("Macusani Peru"). All intercompany accounts and transactions have been eliminated.

~ 6 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

3. BASIS OF PRESENTATION (CONTINUED)

a. Statement of compliance

The Company's condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting ("IAS 34"). The IAS 34 condensed interim consolidated financial statements do not include all of the information required for annual financial statements, and should be read in conjunction with the Company's audited consolidated financial statements for the year ended September 30, 2020, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Standards Interpretations Committee. The significant accounting policies (note 4) have been applied consistently to all periods. These policies are based on IFRS effective as of December 31, 2020. On February 24, 2021, the Board of Directors approved these statements on the recommendation of the Audit Committee. On February 24, 2021, the Board of Directors approved these statements. b. Basis of measurement

The Company's interim condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair value. c. Functional and presentation currency

These interim condensed consolidated financial statements are presented in Canadian Dollars. The functional currency of the Company is the Canadian Dollar. The functional currency of Macusani Peru is the United States Dollar. d. Segmented reporting

The Company is organized into business units based on its mineral properties and has one reportable operating segment, being the acquisition and exploration and evaluation of mineral properties in Peru. With virtually all of the Company's assets being devoted to the acquisition and exploration and evaluation of its mineral properties, the assets of the Company form a single cash generating unit (“CGU”).

4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The accounting policies applied in these interim condensed consolidated financial statements are consistent with the policies applied in the audited annual financial statements for the year ended September 30, 2020. Accordingly, they should be read in conjunction with the audited annual financial statements for the year ended September 30, 2020. a. Critical accounting judgments and estimation uncertainties

The preparation of the consolidated financial statements in conformity with IFRS requires the Company’s management to make critical judgments, estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements. Actual results may differ from those estimates. Estimates and assumptions are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates are accounted for prospectively.

~ 7 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company has identified the following critical accounting policies under which significant judgments, estimates and assumptions are made and where actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Further details of the nature of these assumptions and conditions may be found in the relevant notes to the financial statements. Going Concern The Company applies judgment in order to assess whether it is appropriate to be reported as a going concern. In arising at this judgment there are a number of assumptions and estimates involved including, but not limited to, management’s expectations of future funding, the determination of future economic feasibility of its projects, long-term outlook for supply and demand for its mineral resources, global commodity prices, and the timing and quantum of future capital expenditures. b. Critical accounting estimates relate to the following:

Title to Mineral Properties Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. If the Company does not have title to its mineral properties, there will be adverse consequences to the Company and its business prospects. Exploration and Evaluation Expenditures The Company charges all exploration and evaluation expenditures incurred prior to the establishment of technical feasibility and commercial viability of extracting mineral resources to operations as incurred. Determination of technical feasibility and commercial viability require the use of judgements, estimates and assumptions which may differ under varying conditions. Share-based Payments The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share- based payment transactions are disclosed in note 8. Bifurcation of Unit Proceeds The Company employs a relative fair value method with respect to the measurement of common shares and warrants issued as private placement units. The amounts used to estimate fair values of warrants issued are based on estimates of future volatility of the Company’s share price, expected lives of the warrants, expected dividends to be paid by the Company and other relevant assumptions. By their nature, these estimates are subject to measurement uncertainty and the effect of changes in such estimates on the consolidated financial statements of future periods could be significant. The assumptions and models used for estimating fair value for warrants are disclosed in note 7.

~ 8 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

5. MINERAL PROPERTIES AND EXPLORATION EXPENDITURES (CONTINUED)

The Company is principally engaged in exploration for uranium on its properties located in the Macusani plateau region of Peru. As at December 31, 2020, the Company, through its Peruvian subsidiary, held a total of 151 mining concessions covering an aggregate area of approximately 93,000 hectares, subject to the following qualification: As at December 31, 2020, thirty-two (32) of the 151 mining concessions, covering an area of approximately 23,100 hectares, are the subject of administrative and judicial procedures in Peru as a result of resolutions (the “Admin Resolutions”) issued by the Institute of Geology, Mining and Metallurgy (“INGEMMET”) and later upheld by the Mining Council of the Ministry of Energy and Mines (“MINEM”) which recommended cancellation of the validity of the concessions for alleged late payment of annual validity fees relating to 2017. Injunction applications for the 32 concessions were submitted to the courts in October 2019 and have been granted for 17 of the 32 concessions, restoring the validity and rights to Macusani Peru. The injunction application for the remaining 15 concessions is still in front of the judiciary. Refer to note 19 “Events after the reporting date” for additional information. The Company has assigned the various concessions to different property groups based on their geographic location for the purposes of allocating annual property expenditures. Property expenditures for the three months ended December 31, 2020 and 2019 are as follows: Exploration spend by property 2020 2019 Macusani – East $ 141,705 $ 127,698 Corachapi 3,970 40,568 Kihitian - 5,985 Colibri II and III 3,729 - Exp. Macusani (45,389) - Quelcaya 23,232 234,917 Chacaconiza 48,181 171,552 $ 175,428 $ 580,720

6. SHARE CAPITAL (CONTINUED)

The Company is authorized to issue an unlimited number of common shares. The holders of common shares are entitled to receive dividends if and when declared, and to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company's residual assets. During the three months ended December 31, 2020, there were no issuances of common shares by the Company.

~ 9 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

6. SHARE CAPITAL (CONTINUED)

During the year ended September 30, 2020, the Company: Issued 14,699,995 units pursuant to a brokered private placement for cash proceeds of $2,791,142. Each unit consisted of one common share and one common share purchase warrant, with each warrant exercisable at a price of $0.40 for a period of 48 months, subject to an acceleration provision. An amount of $353,941 was allocated to the warrants. In connection with the private placement, the Company paid finder’s fees of $167,855 in units, on the same terms as the units in the private placement, and incurred fees of $24,038. Issuance costs of $3,043 were allocated to warrants. Issued 4,150,000 units pursuant to a non-brokered private placement for cash proceeds of $871,500. Each unit consisted of one common share and one common share purchase warrant, with each warrant exercisable at a price of $0.40 for a period of 48 months, subject to an acceleration provision. An amount of $111,192 was allocated to the warrants.

7. WARRANTS (CONTINUED)

A continuity of outstanding share purchase warrants is as follows: Weighted Average Number of warrants Amount Exercise Price Balance, September 30, 2019 8,126,495 $ 1,318,499 $ 0.86 Issued for cash 18,849,995 465,133 0.40 Issued to finders 512,228 19,176 0.40 Expired (2,821,627) (746,817) 1.23 Issuance costs - (22,219) - Balance, September 30, 2020 24,667,091 $ 1,033,772 $ 0.46 Expired - - - Issuance costs - - - Balance December 31, 2020 24,667,091 $ 1,033,772 $ 0.46

During the three months ended December 31, 2020, the Company issued no warrants. During the year ended September 30, 2020, the Company issued 18,849,995 warrants and 512,228 finder’s warrants in connection with a private placement. Each warrant entitles the holder to purchase one common share at a price of $0.40 per share at any time until April 27, 2024 as to 13,338,006 warrants; expiry date May 12, 2024 as to 1,874,217 warrants, and expiry date May 13, 2024 as to 4,150,000. If the closing price of the Company’s common shares on the TSX-V is at or above $0.80 for a period of 20 consecutive trading days, the Company may, within ten days thereof, accelerate the expiry date of the warrants such that the warrants expire on the first business day that is 30 business days after the date of notice. The relative fair value of the warrants was estimated to be $465,133 using the Black-Scholes pricing model assumptions as follows: Share price $0.24 - $0.32 Expected life 4.0 years Risk-free interest rate 0.41 % Expected dividend yield nil % Expected volatility based on the historical volatility of the Company’s shares 83 %

~ 10 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

7. WARRANTS (CONTINUED)

During the year ended September 30, 2019, the Company: Issued 3,000,000 warrants and 157,320 finder’s warrants in connection with a private placement. Each warrant entitles the holder to purchase one common share at a price of $0.50 per share at any time until September 17, 2021. The relative fair value of the warrants was estimated to be $195,159. The Black-Scholes pricing model assumptions are as follows: Share price $0.25 Expected life 2.0 years Risk-free interest rate 1.6 % Expected dividend yield nil % Expected volatility based on the historical volatility of the Company’s shares 89 % Issued 2,636,053 warrants and 185,574 finder’s warrants in connection with a private placement. Each warrant entitles the holder to purchase one common share at a price of $1.25 per share at any time until May 1, 2020. The broker warrants have an exercise price of $0.95. The relative fair value of the warrants was estimated to be $728,212. The Black-Scholes pricing model assumptions are as follows: Share price $0.94 Expected life 18 Months Risk-free interest rate 1.6 % Expected dividend yield nil % Expected volatility based on the historical volatility of the Company’s shares 89 % At December 31, 2020, the following warrants were outstanding:

Exercise Number Expiry date price (CAD) outstanding May 25, 2021 $ 0.90 2,147,548 September 17, 2021 0.50 3,157,320 April 27, 2024 0.40 13,338,006 May 12, 2024 0.40 1,874,217 May 13, 2024 0.40 4,150,000 24,667,091

8. STOCK OPTIONS (CONTINUED)

a. Pursuant to the stock option plan (the "Plan") adopted by the Company, the Board of Directors may, from time to time at its discretion, allocate non-transferable options to purchase shares to directors, officers, employees and consultants of the Company, and its subsidiaries. Under the Plan, the aggregate number of shares to be issued upon the exercise of outstanding options granted thereunder may not exceed 10% of the number of issued and outstanding common shares. Expiry dates and exercise prices shall be determined by the Board of Directors. The exercise price shall not be less than the market price.

~ 11 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

8. STOCK OPTIONS (CONTINUED)

b. During the three months ended December 31, 2020, the Company:

Granted 1,182,855 stock options to directors, officers, employees and consultants of the Company, each option exercisable at any time up to December 9, 2025 to acquire one common share at a price of $0.30. The options vest as to one third immediately, and one third after 12 months and the remaining third 24 months from the grant date. The fair value of the options was estimated at $0.18 per option, for a total value of $214,929 of which $78,415 was expensed in the three months ended December 31, 2020. Share price $0.30 Expected life 5 years Risk-free interest rate 0.47 % Expected dividend yield nil % Expected volatility based on the historical volatility of the Company’s shares 75 % Forfeiture nil % c. A continuity of outstanding stock options is as follows: Number of Amount Weighted Average Options Exercise Price September 30, 2019 6,313,750 $ 1,974,274 $ 0.56 Expired (875,000) (192,802) 0.56 Granted in prior years - 477,767 1.02 September 30, 2020 7,788,750 $ 2,865,195 $ 0.64 Granted in current period 1,182,855 78,415 0.30 Expired (248,750) (38,382) 0.56 Granted in prior years - 25,173 1.02 December 31, 2020 7,847,855 $ 3,215,366 $ 0.60

At December 31, 2020, the following stock options were outstanding: Exercise Number Expiry date price (CAD) outstanding July 28, 2021 0.35 2,340,000 April 27, 2022 0.72 1,380,000 January 9, 2023 0.96 970,000 August 17, 2023 1.14 500,000 January 9, 2024 0.81 400,000 April 23, 2024 0.65 1,075,000 December 9, 2025 0.30 1,182,855 7,847,855

As at December 31, 2020, the total number of options exercisable is 7,087,544 with a weighted average exercise price of $0.60.

~ 12 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

9. RESTRICTED AND DEFERRED SHARE UNITS (CONTINUED)

a. Pursuant to the restricted share unit (“RSU”) plan (the "RSU Plan") adopted by the Company, the Board of Directors may, from time to time at its discretion, grant RSUs to be settled in shares from treasury to directors, officers, employees and consultants of the Company, and its subsidiaries. Under the RSU Plan, the aggregate number of shares to be issued upon the vesting of the RSUs granted thereunder may not exceed 1,340,000. Expiry dates shall be determined by the Board of Directors pursuant to the terms and conditions of the RSU Plan. During the three months ended December 31, 2020, the Company granted 913,337 RSU’s with a fair value of $274,000 based on the Company’s share price at date of grant, which vest in tranches between 60 days and 36 months from date of grant. An amount of $62,900 was expensed in connection with the vesting of RSUs during the three months ended December 31, 2020.

b. Pursuant to the deferred share unit (“DSU”) plan (the "DSU Plan") adopted by the Company, the Board of Directors may, from time to time, issue DSUs to non-employee directors. Under the DSU Plan, the aggregate number of shares that may be issued upon the vesting of the DSUs awarded thereunder may not exceed 300,000 and are redeemable, at the election of the Company, for either one share or a cash payment equal to the Fair Market Value of one share as calculated on the Redemption date. During the three months ended December 31, 2020, the Company granted 299,445 DSU’s with a fair value of $89,833 based on the Company’s share price at date of grant, which vest in tranches between 60 days and 36 months from date of grant. An amount of $12,712 was expensed in respect of vesting of DSUs during the three months ended December 31, 2020.

10. DEBT SHARES AND BONUS SHARES

a. On December 9, 2020, 1,527,986 debt shares with a fair value of $458,396 were approved subject to receipt of regulatory approval. As at December 31, 2020 an amount of $458,396 is included in accounts payable and accrued liabilities in respect of debt shares not yet issued. b. On December 9, 2020, 426,040 bonus shares with a fair value of $127,812 were approved subject to receipt of regulatory approval. As at December 31, 2020, an amount $127,812 was included in accounts payable and accrued liabilities in respect of bonus shares not yet issued.

11. RELATED PARTY DISCLOSURES

During the three months ended December 31, 2020 and 2019, the Company carried out the following transactions with related parties:

2020 2019 Directors’ fees paid or accrued $ 12,000 $ 12,000 Consulting and management fees paid to directors and officers 57,150 83,160 Rent paid to a company in which an officer of the Company is an officer - 3,625 Storage rental paid to a company controlled by a director 5,212 5,544 Included in share-based compensation for the three months ended December 31, 2020 is $88,226 (2019 – $153,811) related to stock options granted to management and directors. As at December 31, 2020, accounts payable and accrued liabilities included $609,039 (September 30, 2020 – $591,691) related to various related parties disclosed above.

~ 13 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

12. FINANCIAL INSTRUMENTS (CONTINUED)

Fair Values The carrying amounts for the Company’s financial instruments approximate their fair values because of the short-term nature of these items. The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below: Credit risk The Company is not exposed to any significant credit risk as at December 31, 2020. The Company’s cash and cash equivalents are on deposit with a highly rated banking group in Canada. Liquidity risk Liquidity risk is the risk that an entity will not be able to meet its financial obligations as they come due. The Company’s approach to managing and mitigating liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due through management's use of financial forecasts and budgets. As at December 31, 2020, the Company has current assets of $794,090 and current liabilities of $2,192,586. All of the Company’s current financial liabilities and receivables have contractual maturities of less than 90 days and are subject to normal trade terms. The Company's working capital deficit is $1,398,496 as at December 31, 2020. The Company intends to address its working capital needs through private placements. Market risk (i) Interest rate risk The Company has cash and cash equivalents balances and does not have any interest-bearing debt and is not subject to significant interest rate risk. (ii) Foreign currency risk The Company and its subsidiaries incur significant purchases denominated in currencies other than the presentation currency, the Canadian dollar, and are subject to foreign currency risk on assets and liabilities denominated in currencies other than the Canadian dollar. As at December 31, 2020, the Company had cash of US $268,647 and accounts payable and accrued liabilities of US $502,572. As at December 31, 2020, the Company had cash of 2,647 Peruvian New Sols and accounts payable and accrued liabilities of 66,984 Peruvian New Sols. The Company does not hedge its foreign currency balances. Sensitivity analysis The Company’s management believes the following movements are “reasonably possible” over a three month period based on their knowledge and experiences of the financial markets. If the Canadian dollar weakens (or strengthens) 10% against the United States dollar with other variables held constant, the Company’s net loss would decrease (or increase) by approximately $27,076. If the Canadian dollar weakens (or strengthens) 10% against the Peruvian New Sol with other variables held constant, the Company’s net loss would increase (or decrease) by approximately $2,168.

~ 14 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

13. CAPITAL DISCLOSURES

The Company’s objective when managing capital is to raise sufficient funds to execute its exploration plans. At December 31, 2020, the Company’s capital consists of shareholders’ deficit of $1,398,496 (September 30, 2020 – deficit of $445,764). The properties in which the Company currently has an interest are in the exploration stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company does not have any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the three months ended December 31, 2020.

14. SEGMENT REPORTING (CONTINUED)

The Company is organized into business units based on its mineral properties and has one reportable operating segment, the acquisition and exploration and evaluation of mineral properties in Peru.

Canada Peru As at and for the three months ended December 31, 2020 Accounts payable and accrued liabilities $ 1,333,612 $ 658,974 Loss for the period 898,574 175,428 As at and for the three months ended December 31, 2019 Accounts payable and accrued liabilities $ 522,997 $ 645,138 Loss for the period 711,791 519,082

15. ENVIRONMENTAL AND CONSTRUCTIVE OBLIGATIONS

The Company’s mining and exploration activities are governed by Peruvian Legislative Decree No. 613. The Company is required to present environmental studies on the impact of its exploration and mining operations to the Ministry of Energy and Mines. The Company may also provide financial assistance to local communities to facilitate relationships. To date, the Company has not incurred any significant environmental or constructive liabilities. Mining and operational activities are subject to government agency oversight by the Organismo de Evaluación y Fiscalización Ambiental ("OEFA"), which is responsible for environmental assessments and inspections. The Company works closely with OEFA to meet environmental impact assessment requirements. Macusani Peru was issued a notice of non-compliance resulting from an inspection in December 2018 and accepted OEFA's findings, and has accrued $174,000 in respect of penalties arising. Macusani Peru is in the process of contesting the quantum of the penalty assessed by OEFA and will not know the final amount until OEFA resumes operations in July 2021, with a final resolution expected sometime later in 2021. In the event the Company believes the final assessment to be unreasonable, as an ordinary course, a final administrative resolution may be appealed.

~ 15 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

16. PROMISSORY NOTE

On January 27, 2020, the Company issued unsecured promissory notes to the total value of $800,000, (including $320,000 to related parties) with a due date of April 27, 2020 which could be extended for a period of 2 months on agreement with the lenders. The notes carried interest to the maturity date of 12% per annum, or if extended, of 15% per annum. Notes to the value of $600,000 including all related party amounts were settled on the due date, and one note to the value of $200,000 was extended to June 27, 2021 bearing interest at 12% until maturity. The balance of the principal amount may, at the option of the lender, become immediately due and payable under certain conditions.

17. PHANTOM SHARE UNITS

On December 9, 2020, the Company granted 751,144 phantom share units (“PSUs”). Each PSU represents the right to receive, for each vested PSU, a cash payment equivalent to the share price on the trading day immediately preceding the issuance of a vested PSU. The PSUs vest as to 1/3 after 12 months, 1/3 after 24 months, and 1/3 as to 36 months from date of grant. The fair value of the PSU’s based on the Company’s share price on December 31, 2020 was $277,923. An amount of $8,711 is included in accounts payable and accrued liabilities in respect of unvested PSU’s recognizing the services received to period end.

18. CONTINGENT LIABILITIES

On December 21, 2020, the Company entered into an agreement with Bedrock Capital Corporation as a financial consultant to provide advice and services in connection with assisting the Company in completing a transaction with American Lithium Corp. In terms of the agreement a “Success Fee” will be paid in cash and/or common shares at Bedrock’s option.

19. EVENTS AFTER THE REPORTING DATE (CONTINUED)

Subsequent to December 31, 2020: - Macusani Peru continues to pursue relief under administrative and judicial procedures regarding the 32 concessions which have been subject to a resolution to cancel their validity. An administrative court has granted a Precautionary Measure under which 17 of the concessions have been restored to Macusani Peru on a temporary basis for the duration of the legal processes. The application for Precautionary Measures for the remaining 15 concessions remains before the court in Peru, which has been under reduced operations during nationally mandated COVID-19 restrictions to safeguard the health and wellbeing of its citizens. - If the Company is unsuccessful in its efforts to resolve this dispute it may lose title to the 32 concessions in question. - The ongoing lockdowns associated with the continuing COVID-19 virus pandemic are affecting the Company’s operational capability, with an as yet unquantifiable impact on future financial performance. - 8,534,378 warrants were exercised for proceeds of $3.6 million.

~ 16 ~ Plateau Energy Metals Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended December 31, 2020 and 2019 (Unaudited) Stated in Canadian Dollars

19. EVENTS AFTER THE REPORTING DATE (CONTINUED)

- The Company entered into a definitive agreement with American Lithium Corp. as outlined in Note 2 above. A termination fee of $3.25 million may be payable by the Company in case of certain terminating events, including the acceptance of a superior proposal. - In connection with the transaction, American Lithium Corp. and the Company entered into a secured loan agreement in a principal amount of $1.5 million, which carries an annual rate interest of 6%, and is to be used to fund the Company’s budgeted working capital needs. - The Company entered into an agreement with Haywood Securities Inc. to provide advisory services in connection with the transaction with American Lithium described above. The services include an assessment and recommendation in respect of the fairness of the consideration to be received by the shareholders of the Company in respect of the transaction.

~ 17 ~ APPENDIX J DISSENT PROVISIONS OF THE OBCA

Rights of dissenting shareholders

185.(1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(d) be continued under the laws of another jurisdiction under section 181; or

(e) sell, lease or exchange all or substantially all its property under subsection 184 (3), a holder of shares of any class or series entitled to vote on the resolution may dissent.

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986.

J-1 Shareholder’s right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent.

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection.

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

J-2 Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section.

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder.

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);

(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or

(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8), in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or

(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,

(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and

(ii) to be sent the notice referred to in subsection 54 (3).

J-3 Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and

(b) to be sent the notice referred to in subsection 54 (3).

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms.

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder.

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19).

J-4 Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders.

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and

(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made, of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions.

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application.

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders.

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

J-5 Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder’s full rights are reinstated; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission.

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation.

J-6 APPENDIX K COMPARISON OF SHAREHOLDER RIGHTS UNDER THE OBCA AND THE BCBCA

The OBCA provides shareholders with substantially the same rights as are available to shareholders under the BCBCA, including rights of dissent and appraisal and rights to bring derivative actions and oppression actions. However, there are certain differences between the two statutes and the regulations made thereunder.

The following is a summary of certain differences between the BCBCA and the OBCA, but it is not intended to be a comprehensive review of the two statutes. Reference should be made to the full text of both statutes and the regulations thereunder for particulars of any differences between them, and Shareholders should consult their legal or other professional advisors with regard to all of the implications of the Arrangements which may be of importance to them.

Capitalized terms used in this Appendix K – “Comparison of Shareholder Rights under the OBCA and the BCBCA” shall have the meanings set out under the heading “Glossary of Terms” in the Circular.

Charter Documents

Under the BCBCA, the charter documents consist of a “notice of articles,” which sets forth, among other things, the name of the corporation and the amount and type of authorized capital, and “articles” which govern the management of the corporation. The notice of articles is filed with the Registrar of Companies, while articles are filed only with the corporation’s registered and records office.

Under the OBCA, a corporation’s charter documents consist of “certificate and articles of incorporation,” which set forth, among other things, the name of the corporation and the amount and type of authorized capital, and the “by-laws,” which govern the management of the corporation. The articles are filed with the Director under the OBCA and the by-laws are filed in the corporate minute book being maintained at the corporation’s registered office, or at another location designated by the corporation’s directors.

Sale of Business or Assets

Under the BCBCA, the directors of a corporation may sell, lease or otherwise dispose of all or substantially all of the undertaking of the corporation only if it is in the ordinary course of the corporation’s business or with shareholder approval authorized by special resolution. Under the BCBCA, a special resolution requires the approval of a “special majority”, which means the majority specified in a corporation’s articles, if such specified majority is at least 66 ⅔% and not more than by three-quarters of the votes cast by those shareholders voting in person or by proxy at a general meeting of the corporation. If the articles do not contain a provision stipulating the special majority, then a special resolution is passed by at least 66 ⅔% of the votes cast on the resolution.

The OBCA requires approval of the holders of 66 ⅔% of the shares of a corporation represented at a duly called meeting to approve a sale, lease or exchange of all or substantially all of the property of the corporation that is other than in the ordinary course of business of the corporation. Holders of shares of a class or series, whether or not they are otherwise entitled to vote, can vote separately only if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series.

K-1 Amendments to the Charter Documents of a Corporation

Changes to the articles of a corporation under the BCBCA will be effected by the type of resolution specified in the articles of a corporation, which, for many alterations, including change of name or alterations to the articles, could provide for approval solely by a resolution of the directors. In the absence of anything in the articles, most corporate alterations will require a special resolution of the shareholders to be approved by not less than two-thirds of the votes cast by the shareholders voting on the resolution. Alteration of the special rights and restrictions attached to issued shares requires, subject to the requirements set forth in the corporation’s articles, consent by a special resolution of the holders of the class or series of shares affected. A proposed amalgamation requires shareholders to approve and adopt the amalgamation agreement, and a continuation of a corporation out of the jurisdiction, each generally by way of a special resolution.

Under the OBCA, certain amendments with fundamental changes to the charter documents of a corporation require a resolution passed by not less than 66 ⅔% of the votes cast by the shareholders voting on the resolution authorizing the amendments and, where certain specified rights of the holders of a class or series of shares are affected by the amendments differently than the rights of the holders of other classes or series of shares, such holders are entitled to vote separately as a class or series, whether or not such class or series of shares otherwise carry the right to vote. A resolution to amalgamate an OBCA corporation requires a special resolution passed by the holders of each class or series of shares, whether or not such shares otherwise carry the right to vote, if such class or series of shares are affected differently.

Rights of Dissent and Appraisal

The BCBCA provides that shareholders, including beneficial holders, who dissent from certain actions being taken by a corporation, may exercise a right of dissent and require the corporation to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable where the corporation proposes to:

(a) alter the articles to alter restrictions on the powers of the corporation or on the business it is permitted to carry on;

(b) adopt an amalgamation agreement;

(d) approve an arrangement, the terms of which arrangement permit dissent;

(e) authorize or ratify the sale, lease or other disposition of all or substantially all of the corporation’s undertaking; or

(f) authorize the continuation of the corporation into a jurisdiction other than British Columbia.

In certain circumstances, shareholders may also be entitled to dissent in respect of a resolution if dissent is authorized by such resolution, or if permitted by court order.

The OBCA contains a similar dissent remedy to that contained in the BCBCA, although the procedure for exercising this remedy is different. Subject to specified exceptions, dissent rights are available where the corporation resolves to:

K-2 (a) amend its articles to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(d) be continued under the laws of another jurisdiction; or

(e) sell, lease or exchange all or substantially all its property.

Oppression Remedies

Under the OBCA a registered shareholder, beneficial shareholder, former registered shareholder or beneficial shareholder, director, former director, officer, former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, and in the case of an offering corporation, the Ontario Securities Commission, may apply to a court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates:

(a) any act or omission of a corporation or its affiliates effects or threatens to effect a result;

(b) the business or affairs of a corporation or its affiliates are or have been or are threatened to be carried on or conducted in a manner; or

(c) the powers of the directors of the corporation or any of its affiliates are, have been or are threatened to be exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of any security holder, creditor, director or officer of the corporation.

On such an application, the court may make such order as it sees fit, including but not limited to, an order restraining the conduct complained of.

The oppression remedy under the BCBCA is similar to the remedy found in the OBCA, with a few differences. Under the OBCA, the applicant can complain not only about acts of the corporation and its directors but also acts of an affiliate of the corporation and the affiliate’s directors, whereas under the BCBCA, the shareholder can only complain of oppressive conduct of the corporation. Under the BCBCA the applicant must bring the application in a timely manner, which is not required under the OBCA, and the court may make an order in respect of the complaint if it is satisfied that the application was brought by the shareholder in a timely manner. As with the OBCA, the court may make such order as it sees fit, including an order to prohibit any act proposed by the corporation. Under s. 248(6) of the OBCA a corporation is prohibited from making a payment to a successful applicant under s. 248(3)(f) and s. 248(3)(g) in an oppression claim if there are reasonable grounds for believing that (a) the corporation is, or after the payment, would be unable to pay its liabilities as they become due, or (b) the realization value of the corporation’s assets would thereby be less than the aggregate of its liabilities; under the BCBCA, if there are reasonable grounds for believing that the corporation is, or after a payment to a successful applicant in an oppression claim would be, unable to pay its debts as they become due in the ordinary course of business, the corporation must make as much of the payment as possible and pay the balance when the corporation is able to do so.

K-3 Shareholder Derivative Actions

Under the BCBCA, a shareholder, defined as including a beneficial shareholder and any other person whom the court considers to be an appropriate person to make an application under the BCBCA, or a director of a corporation may, with leave of the court, bring a legal proceeding in the name and on behalf of the corporation to enforce an obligation owed to the corporation that could be enforced by the corporation itself, or to obtain damages for any breach of such an obligation. An applicant may also, with leave of the court, defend a legal proceeding brought against a corporation.

A broader right to bring a derivative action is contained in the OBCA than is found in the BCBCA, and this right extends to former shareholders, directors or officers of a corporation or its affiliates, and any person who, in the discretion of the court, is a proper person to make an application to court to bring a derivative action. In addition, the OBCA permits derivative actions to be commenced in the name and on behalf of a corporation or any of its subsidiaries. The complainant must provide the directors of the corporation or its subsidiary with fourteen days’ notice of the complainant’s intention to apply to the court to bring a derivative action, unless all of the directors of the corporation or its subsidiary are defendants in the action.

Requisition of Meetings

The BCBCA provides that one or more shareholders of a corporation holding not less than 5% of the issued voting shares of the corporation may give notice to the directors requiring them to call and hold a general meeting which meeting must be held within 4 months. Subject to certain exceptions, if the directors fail to provide notice of a meeting within 21 days of receiving the requisition, the requisitioning shareholders, or any one or more of them holding more than 2.5% of the issued shares of the corporation that carry the right to vote at general meetings may send notice of a general meeting to be held to transact the business stated in the requisition.

The OBCA permits the holders of not less than 5% of the issued shares of a corporation that carry the right to vote to require the directors to call and hold a meeting of the shareholders of the corporation for the purposes stated in the requisition. Subject to certain exceptions, if the directors fail to provide notice of a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

Form and Solicitation of Proxies, Information Circular

Under the BCBCA, the management of a public corporation, concurrently with sending a notice of meeting of shareholders, must send a form of proxy to each shareholder who is entitled to vote at the meeting as well as an information circular containing prescribed information regarding the matters to be dealt with at the meeting. The required information is substantially the same as the requirements that apply to the corporation under applicable securities laws. The BCBCA does not place any restriction on the method of soliciting proxies.

The OBCA also contains provisions prescribing the form and content of notices of meeting and information circulars. Under the OBCA, a person who solicits proxies, other than by or on behalf of management of the corporation, must send a dissident’s information circular in prescribed form to the auditor of the corporation and to each shareholder whose proxy is solicited and certain other recipients. Pursuant to the OBCA a person may solicit proxies without sending a dissident’s information circular if either (i) the total number of shareholders whose proxies solicited is 15 or fewer (with two or more joint holders being counted as one shareholder), or (ii) the solicitation is, in certain prescribed circumstances, conveyed by public broadcast, speech or publication.

K-4 Place of Shareholders’ Meetings

The BCBCA requires all meetings of shareholders to be held in British Columbia unless: (i) a location outside the province of British Columbia is provided for in the articles; (ii) the articles do not restrict the corporation from approving a location outside of the province of British Columbia for holding of the general meeting and the location of the meeting is approved by the resolution required by the articles for that purpose or by ordinary resolution if no resolution is required for that purpose by the articles; or (iii) if the location for the meeting is approved in writing by the registrar before the meeting is held.

The OBCA provides that, subject to the articles and any unanimous shareholder agreement, meetings of shareholders may be held either inside or outside Ontario as the directors may determine, or in the absence of such a determination, at the place where the registered office of the corporation is located.

Directors’ Residency Requirements

The BCBCA provides that a public corporation must have at least three directors but does not have any residency requirements for directors.

The OBCA requires that at least 25% of directors be resident Canadians, unless the corporation has less than four directors, in which case at least one director must be a resident Canadian.

Removal of Directors

The BCBCA provides that the shareholders of a corporation may remove one or more directors by a special resolution or by any other method as specified in the articles. If holders of a class or series of shares have the exclusive right to elect or appoint one or more directors, a director so elected or appointed may only be removed by a separate special resolution of the shareholders of that class or series or by any other method as specified in the articles.

The OBCA provides that the shareholders of a corporation may by ordinary resolution at an annual or special meeting remove any director or directors from office. An ordinary resolution under the OBCA requires the resolution to be passed, with or without amendment, at the meeting by at least a majority of the votes cast. The OBCA further provides that where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

A director who receives a notice of a meeting of shareholders called for the purpose of removing him or her from office is entitled to submit to the corporation a written statement giving the reasons why he or she opposes any proposed action or resolution.

Meaning of “Insolvent”

Under the BCBCA, for purposes of the insolvency test that must be passed for the payment of dividends and purchases and redemptions of shares, “insolvent” is defined to mean when a corporation is unable to pay its debts as they become due in the ordinary course of its business. Unlike the OBCA, the BCBCA does not impose a net asset solvency test for these purposes. For purposes of proceedings to dissolve or liquidate, the definition of “insolvent” from federal bankruptcy legislation applies.

Under the OBCA, a corporation may not pay dividends or purchase or redeem its shares or change of the name of a corporation if there are reasonable grounds for believing (i) it is or would be unable to pay its

K-5 liabilities as they become due; or (ii) it would not meet a net asset solvency test. The net asset solvency tests for different purposes vary somewhat.

Reduction of Capital

Under the BCBCA, capital may be reduced by special resolution or court order. A court order is required if the realizable value of the corporation’s assets would, after the reduction of capital, be less than the aggregate of its liabilities.

Under the OBCA, capital may be reduced by special resolution but not if there are reasonable grounds for believing that, after the reduction, (i) the corporation would be unable to pay its liabilities as they become due; or (ii) the realizable value of the corporation’s assets would be less than its liabilities.

Shareholder Proposals

The BCBCA includes a more detailed regime for shareholders’ proposals than the OBCA. For example, a person submitting a proposal must have been the registered or beneficial owner of one or more voting shares for at least two years before signing the proposal. In addition, the proposal must be signed by shareholders who, together with the submitter, are registered or beneficial owners of (i) at least 1% of the corporation’s voting shares, or (ii) shares with a fair market value exceeding an amount prescribed by regulation (at present, $2,000).

The OBCA allows shareholders entitled to vote or a beneficial owner of shares that are entitled to be voted to submit a notice of a proposal.

Compulsory Acquisition

The OBCA provides a right of compulsory acquisition for an offeror that acquires 90% of the target securities pursuant to a take-over bid or issuer bid, other than securities held at the date of the bid by or on behalf of the offeror.

The BCBCA provides a substantively similar right although there are differences in the procedures and process. Unlike the OBCA, the BCBCA provides that where an offeror does not use the compulsory acquisition right when entitled to do so, a securityholder who did not accept the original offer may require the offeror to acquire the securityholder’s securities on the same terms contained in the original offer.

Investigation/Appointment of Inspectors

Under the BCBCA, a corporation may appoint an inspector by special resolution. Shareholders holding at least 20% of the issued shares of a corporation may apply to the court for the appointment of an inspector. The court must consider whether there are reasonable grounds for believing there has been oppressive, unfairly prejudicial, fraudulent, unlawful or dishonest conduct, whether the business of the corporation is being or has been carried on with intent to defraud any person, whether the corporation was formed for a fraudulent or unlawful purpose, or whether the persons concerned with the formation, business, or affairs of the corporation have, in connection with it, acted fraudulently or dishonestly.

Under the OBCA, shareholders can apply to the court for the appointment of an inspector. Unlike the BCBCA, the OBCA does not require an applicant to hold a specified number of shares.

K-6