Resolutions
At present, the directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting, or until their successors are duly elected or appointed in accordance with the Company’s articles or until such director’s earlier death, resignation or removal. In the absence of instructions to the contrary, the completed form of proxy will be voted for the nominees listed in the form of proxy.
Pursuant to the advance notice policy of the Company (the “Advance Notice Policy”), any additional director nominations for the Meeting must have been received by the Company in compliance with the Advance Notice Policy. As of the date of this Information Circular, the Company has not received notice of a nomination in compliance with the Advance Notice Policy.
MANAGEMENT RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION AS DIRECTORS OF EACH OF THE NOMINEES LISTED ABOVE FOR THE ENSUING YEAR.
PricewaterhouseCoopers LLP (“PwC”) was first appointed as the Company's auditor on February 26, 2024. The initial appointment of PwC has been considered and approved by the Company’s Audit and Risk Committee and the Board. They have considered a number of factors relevant to the decision to recommend PwC, including their qualifications and reputation in the industry, their proposed audit team and audit philosophy, anticipated pricing and the potential to realize efficiencies in the completion of the audit process. As the Company recognizes the importance of independent auditors, on an annual basis, the Company’s Audit and Risk Committee also conducts a formal assessment and reviews the performance of the independent auditor. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the appointment of PwC as the auditor of the Company to hold office for the ensuing year, at such remuneration as may be fixed by the Board. This resolution is an ordinary resolution.
MANAGEMENT RECOMMENDS SHAREHOLDERS VOTE FOR THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE AUDITOR OF THE COMPANY FOR THE ENSUING YEAR, AT SUCH REMUNERATION AS MAY BE FIXED BY THE BOARD.
The Company adopted the Omnibus Equity Incentive Plan on January 20, 2023, which was later approved by the
Shareholders on March 3, 2023, and on September 19, 2023 (the "Omnibus Plan"). The Omnibus Plan is an “evergreen” plan under the rules of the TSX, meaning that awards that are exercised, cancelled, or terminated replenish the pool of awards available for future grants.
Under the rules of the TSX, which became applicable to the Company on February 1, 2024 following its graduation to
the TSX, security holder approval of unallocated entitlements under an “evergreen” plan is required within three years
of institution and within every three years thereafter in order to continue granting awards. Accordingly, Shareholders
are being asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving
all unallocated awards under the Omnibus Plan.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE OMNIBUS PLAN RESOLUTION. THE PERSONS NAMED IN THE FORM OF PROXY, UNLESS EXPRESSLY DIRECTED TO THE CONTRARY IN SUCH FORM OF PROXY, WILL VOTE SUCH PROXIES FOR THE OMNIBUS PLAN RESOLUTION TO APPROVE THE OMNIBUS PLAN, AS AMENDED.
On November 12, 2025, the Company announced that it had entered into an agreement to expand its land position
through the acquisition of the 509 exclusive exploration rights covering approximately 10 km of highly prospective
greenstone belt trend extending immediately west of the Company’s flagship Shaakichiuwaanaan Property (the “Pikwa
Property”).
Pursuant to the terms of the agreement, the Company acquired 100% of the interest in the Pikwa Property (the “Pikwa Acquisition”) from Azimut Exploration Inc. (“Azimut”) (TSXV: AZM) (OTCQX: AZMTF), a mineral exploration company focused on Québec, and SOQUEM Inc. (“SOQUEM”), a mineral exploration subsidiary arm of Investissement Québec.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE PIKWA ACQUISITION RESOLUTIONS. THE PERSONS NAMED IN THE FORM OF PROXY, UNLESS EXPRESSLY DIRECTED TO THE CONTRARY IN SUCH FORM OF PROXY, WILL VOTE SUCH PROXIES FOR THE PIKWA ACQUISITION RESOLUTIONS TO APPROVE THE ISSUANCE OF THE PIKWA ACQUISITION SHARES TO AZIMUT AND SOQUEM.
On December 18, 2025 (Eastern time), the Company announced that its largest strategic investor, Volkswagen Finance Luxemburg S.A. (“Volkswagen”), had accepted an offer by the Company to subscribe for 89,125 fully paid Shares in the Company at an issue price of $4.03 per Share, pursuant to an investor rights agreement between the Company and Volkswagen (“Investor Rights Agreement”) for gross proceeds of approximately $359,000 (the “VW Subscription Shares”). The Company expects to use such proceeds for general corporate purposes.
The Investor Rights Agreement grants Volkswagen the right to participate in future equity raises by the Company. The Company has also agreed to use commercially reasonable efforts to assist Volkswagen to acquire additional Common Shares at then-current market prices in connection with ordinary course dilution.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE VW SUBSCRIPTION RESOLUTION. THE PERSONS NAMED IN THE FORM OF PROXY, UNLESS EXPRESSLY DIRECTED TO THE CONTRARY IN SUCH FORM OF PROXY, WILL VOTE SUCH PROXIES FOR THE VW SUBSCRIPTION RESOLUTION TO APPROVE THE ISSUANCE OF THE VW SUBSCRIPTION SHARES TO VOLKSWAGEN.
The Company raised additional working capital through a flow-through private placement (the “Flow-Through Financing Placement”) to advance exploration and development of the Company's Shaakichiuwaanaan lithium project located in the Eeyou Istchee Bay James region of Quebec, Canada (the “Shaakichiuwaanaan Project”).
On February 9, 2026, the Company announced that it had received firm commitments for a placement of 6,992,255 Shares (the “Flow-Through Shares”) at an issue price of $9.30 per Share to accredited investors to raise total gross proceeds of approximately $65 million (before costs) (the “Flow-Through Offering”).
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE FLOW-THROUGH RESOLUTION. THE PERSONS NAMED IN THE FORM OF PROXY, UNLESS EXPRESSLY DIRECTED TO THE CONTRARY IN SUCH FORM OF PROXY, WILL VOTE SUCH PROXIES FOR THE FLOW-THROUGH RESOLUTION TO APPROVE THE ISSUANCE OF THE FLOW-THROUGH SHARES.
On February 19, 2026 (Eastern Time), the Company filed in Canada a prospectus supplement to the short form base shelf prospectus of the Company dated July 22, 2024 for an offering of up to 11,484,099 Shares at an issue price of $5.66 per Share (“Hard Placement Shares”) to raise up to approximately $65 million (before costs) (the “Hard Placement”, and with the Flow-Through Offering, the “Offerings”).
The Hard Placement was conducted pursuant to an agency agreement with Raymond James Ltd (as sole global
coordinator of the Offerings) and BMO Nesbitt Burns Inc. (together, the “North American Lead Agents”) under which
the North American Lead Agents acted as lead agents and bookrunners in relation to the Hard Placement (“Agency
Agreement”).
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE HARD PLACEMENT RESOLUTION. THE PERSONS NAMED IN THE FORM OF PROXY, UNLESS EXPRESSLY DIRECTED TO THE CONTRARY IN SUCH FORM OF PROXY, WILL VOTE SUCH PROXIES FOR THE HARD PLACEMENT RESOLUTION TO APPROVE THE ISSUANCE OF THE HARD PLACEMENT SHARES.
On February 19, 2026, the Company granted the North American Lead Agents an option pursuant to the Agency Agreement (the “Over-Allotment Option”) to purchase up to an additional 15% of the number of Hard Placement Shares, being approximately 1,722,615 Shares at the Hard Placement issue price of $5.66 per Share, to cover over-allotments, if any. The Over-Allotment Option was exercisable at the offering price at any time until 30 days after the closing of the Hard Placement.
The Over-Allotment Option was partially exercised for 1,365,631 Shares (the “Over-Allotment Shares”), raising further gross proceeds of approximately $7.73 million.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE OVER-ALLOTMENT RESOLUTION. THE PERSONS NAMED IN THE FORM OF PROXY, UNLESS EXPRESSLY DIRECTED TO THE CONTRARY IN SUCH FORM OF PROXY, WILL VOTE SUCH PROXIES FOR THE OVER-ALLOTMENT RESOLUTION TO APPROVE THE ISSUANCE OF THE OVER-ALLOTMENT SHARES.
On February 9, 2026, the Company announced that Volkswagen had indicated its intention to participate in the Company's February 2026 equity raise, subject to obtaining its final internal approvals. On May 19, 2026, the Company announced that Volkswagen had confirmed that it had obtained its final internal approvals for its participation in the February 2026 equity raise for approximately $12 million.
Pursuant to a separate private placement on the same terms as the Company's February 2026 equity raise, including a price of $5.66 per Share, Volkswagen subscribed for 2,095,745 fully paid Shares in the Company (the “VW Placement Shares”). The separate private placement closed on May 21, 2026.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE VW PLACEMENT RESOLUTION. THE PERSONS NAMED IN THE FORM OF PROXY, UNLESS EXPRESSLY DIRECTED TO THE CONTRARY IN SUCH FORM OF PROXY, WILL VOTE SUCH PROXIES FOR THE VW PLACEMENT RESOLUTION TO APPROVE THE ISSUANCE OF THE VW PLACEMENT SHARES TO VOLKSWAGEN.
Under his employment arrangements, Mr. Brinsden is entitled yearly to 200% of his base salary in long-term incentive (“LTI”). Accordingly, the Company has authorized the issuance, subject to Shareholder approval, to Mr. Brinsden, or his respective nominees, of a total of $500,000 worth of restricted share units (“RSUs”) and $500,000 worth of performance share units (“PSUs”) for the fiscal year ending March 31, 2027 (“FY2027”). The RSUs will cliff vest at the end of a three-year period while the PSUs will have performance conditions on them which will be measured as of March 31, 2029, which are specific to Mr. Brinsden’s role as President, CEO and Managing Director. The PSUs remain at-risk throughout the performance period, with performance conditions chosen to reinforce the focus on Company outcomes which are aligned with long-term shareholder interests.
THE BOARD (EXCLUDING MR. BRINSDEN) RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RESOLUTION AUTHORIZING THE ISSUANCE OF RSUS AND PSUS TO MR. BRINSDEN. THE PERSONS NAMED IN THE FORM OF PROXY, UNLESS EXPRESSLY DIRECTED TO THE CONTRARY IN SUCH FORM OF PROXY, WILL VOTE SUCH PROXIES FOR THE RESOLUTION AUTHORIZING THE ISSUING OF RSUS AND PSUS TO MR. BRINSDEN.
Mr. Boivin is Chair of the Board.
Lane Caputo Compensation Inc. (“Lane Caputo”), a compensation advisor, was tasked with making recommendations regarding the Company’s compensation peer group as well as on possible adjustments to the compensation of the members of the Company’s executive team and of the Board effective at the start of FY2027. Based on the recommendations, the Chair of the Board equity award was increased from $100,000 to $150,000 so that the Chair’s total compensation corresponds to the median of the peer group. Accordingly, should he be re-elected, Mr. Boivin would receive $150,000 worth of DSUs, which the Board has authorized subject to Shareholder approval. More information on Mr. Boivin is in Section 2.2 of this Information Circular.
THE BOARD (EXCLUDING MR. BOIVIN) RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RESOLUTION AUTHORIZING THE ISSUANCE OF DSUS TO MR. BOIVIN. THE PERSONS NAMED IN THE FORM OF PROXY, UNLESS EXPRESSLY DIRECTED TO THE CONTRARY IN SUCH FORM OF PROXY, WILL VOTE SUCH PROXIES FOR THE RESOLUTION AUTHORIZING THE ISSUING OF DSUS TO MR. BOIVIN.
In line with the amount of equity compensation paid to non-executive directors in the financial year ended March 31, 2025, the Company has authorized, subject Shareholder approval, the issuance of up to a total of $100,000 of DSUs to each non-executive director (excluding Mr. Boivin) for FY2027 (“Award DSUs”).
The effective grant date for the Award DSUs to be issued to the non-executive directors (excluding Mr. Boivin) was the May 27, 2026 Grant Date. The Market Price on the May 27, 2026 Grant Date was $6.57. Based on that price, the nonexecutive directors (excluding Mr. Boivin) will be issued 15,230 DSUs for FY2027.
In addition, under the Omnibus Plan (summarized in Schedule “C” of this Information Circular), each non-executive directors may receive equity-based remuneration in the form of DSU grants in lieu of the whole or part of his or her annual compensation (“Salary Sacrifice DSUs”). The Company seeks to provide and encourage Salary Sacrifice DSUs for the non-executive directors as it will foster a stronger alignment between those directors and the interests of the Company. In this regard, the Company adopted a Minimum Ownership Policy for its directors and executives which is discussed in Section 4.1of this Information Circular.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RESOLUTION AUTHORIZING THE ISSUANCE OF AWARD DSUS AND SALARY SACRIFICE DSUS TO THE NON-EXECUTIVE DIRECTORS. THE PERSONS NAMED IN THE FORM OF PROXY, UNLESS EXPRESSLY DIRECTED TO THE CONTRARY IN SUCH FORM OF PROXY, WILL VOTE SUCH PROXIES FOR THE RESOLUTIONS AUTHORIZING THE ISSUANCE OF AWARD DSUS AND SALARY SACRIFICE DSUS TO THE NON-EXECUTIVE DIRECTORS.
