Exhibit 99.1











AMERICAN LITHIUM CORP. ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED FEBRUARY 28, 2023 Dated May 29, 2023















Corporate Office

Suite 710, 1030 West Georgia Street Vancouver, British Columbia, V6E
2Y3





Registered Office

Suite 2200, 885 West Georgia Street Vancouver, British Columbia, V6C
3E8

















TABLE OF CONTENTS



|PRELIMINARY
        NOTES                                                | 4 
|------------------------------------------------------------------------ | --
|Date
        of Information                                              | 4 
|Cautionary
        Notes to U.S. Investors Concerning Resource Estimates | 4 
|Currency                                                                 | 5 
|Forward-Looking
        Information                                      | 5 
|Cautionary
        Note Regarding Peru Concessions                       | 7 
|Certain
        Other Information                                        | 7 
|Qualified
        Person and Technical Reports                           | 7 
|CORPORATE
        STRUCTURE                                              | 8 
|Name,
        Address and Incorporation                                  | 8 
|Intercorporate
        Relationships                                     | 9 
|GENERAL
        DEVELOPMENT OF THE BUSINESS                              | 10
|Three
        Year History                                               | 10
|2022
        – 2023 Developments                                         | 13
|Selected
        Financings                                              | 16
|Subsequent
        Events to February 28, 2023                           | 16
|THE
        BUSINESS                                                     | 16
|Background                                                               | 16
|Specialized
        Skills and Knowledge                                 | 17
|Competitive
        Conditions                                           | 17
|Business
        Cycles                                                  | 17
|Environmental
        Protection                                         | 17
|Employees                                                                | 18
|Foreign
        Operations                                               | 18
|Reorganizations                                                          | 18
|Social
        and Environmental Policies                                | 18
|RISK
        FACTORS                                                     | 18
|MINERAL
        PROPERTIES                                               | 28
|TLC
        Lithium Project                                              | 28
|Introduction                                                             | 29
|Reliance
        on other Experts                                        | 29
|Property
        Description and Location                                | 29
|Property
        Concessions                                             | 31
|Accessibility,
        Climate, Local Resources, Infrastructure          | 33
|History                                                                  | 33
|Geological
        Setting and Mineralization                            | 33
|Exploration                                                              | 34
|Drilling                                                                 | 35
|Sample
        Preparation, Analyses and Analyses                        | 35
|Quality
        Control                                                  | 36
|Data
        Verification                                                | 36
|Limitation
        to Data Validation by QP                              | 36
|Opinion
        of the Independent QP                                    | 36
|Mineral
        Resource Estimation                                      | 37



i







|Potential
        Risks                                                                                              | 41 
|-------------------------------------------------------------------------------------------------------------------- | ---
|Mineral
        Reserve Estimates                                                                                    | 41 
|Mining
        Operations/Methods                                                                                    | 41 
|Mineral
        Processing and Recovery                                                                              | 42 
|Capital
        Cost Estimates                                                                                       | 45 
|Operating
        Cost Estimates                                                                                     | 47 
|Alternative
        Case: By-Product Recovery                                                                        | 50 
|Adjacent
        Properties                                                                                          | 50 
|Interpretations
        and Conclusions                                                                              | 51 
|Recommendations                                                                                                      | 51 
|Exploration,
        Development and Production                                                                      | 52 
|Falchani
        Lithium Project (“Falchani Project”) and Macusani Uranium Project (“Macusani Project”) – Puno, Peru | 54 
|Falchani
        Lithium Project Description, Location and Access                                                    | 54 
|History                                                                                                              | 56 
|Geological
        Setting, Mineralization and Deposit Types                                                         | 57 
|Exploration                                                                                                          | 58 
|Drilling                                                                                                             | 59 
|Sampling,
        Analysis and Data Verification                                                                     | 59 
|Mineral
        Processing and Metallurgical Testing                                                                 | 61 
|Mineral
        Resource Estimates                                                                                   | 62 
|Mineral
        Reserve Estimates                                                                                    | 66 
|Mining
        Operations                                                                                            | 66 
|Processing
        and Recovery Operations                                                                           | 68 
|Infrastructure,
        Permitting and Compliance Activities                                                         | 69 
|Capital
        and Operating Costs                                                                                  | 71 
|Macusani
        Uranium Project – Peru                                                                              | 79 
|Macusani
        Uranium Project Description, Location and Access                                                    | 80 
|History                                                                                                              | 82 
|Geological
        Setting, Mineralization and Deposit Types                                                         | 84 
|Exploration                                                                                                          | 85 
|Drilling                                                                                                             | 86 
|Sampling,
        Analysis and Data Verification                                                                     | 89 
|Mineral
        Processing and Metallurgical Testing                                                                 | 93 
|Mineral
        Resource Estimates                                                                                   | 98 
|Mining
        Operations                                                                                            | 101
|Processing
        and Recovery Methods                                                                              | 103
|Infrastructure,
        Permitting and Compliance Activities                                                         | 105
|Capital
        and Operating Costs                                                                                  | 110
|DIVIDENDS
        AND DISTRIBUTIONS                                                                                  | 116
|CAPITAL
        STRUCTURE                                                                                            | 116
|Shares                                                                                                               | 116
|MARKET
        FOR SECURITIES                                                                                        | 117
|Trading
        Price and Volume                                                                                     | 117
|Prior
        Sales                                                                                                  | 117



ii







|ESCROWED
        SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER | 118
|------------------------------------------------------------------------------------------ | ---
|DIRECTORS
        AND OFFICERS                                                             | 118
|Name,
        Occupation and Security Holding                                              | 118
|Shareholdings
        of Directors and Officers                                            | 119
|Cease
        Trade Orders, Bankruptcies, Penalties or Sanctions                           | 119
|Conflicts
        of Interest                                                              | 120
|PROMOTERS                                                                                  | 121
|LEGAL
        PROCEEDINGS AND REGULATORY ACTIONS                                           | 121
|INTEREST
        OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS                         | 121
|AUDITORS,
        TRANSFER AGENT AND REGISTRAR                                             | 121
|Auditors                                                                                   | 121
|Transfer
        Agents, Registrars or Other Agents                                        | 121
|MATERIAL
        CONTRACTS                                                                 | 121
|INTEREST
        OF EXPERTS                                                                | 121
|ADDITIONAL
        INFORMATION                                                             | 122











iii









PRELIMINARY
NOTES



Date of Information



Unless otherwise stated, the information herein is presented as at February
28, 2023, being the date of American Lithium Corp.’s (“American Lithium” or the “Company”)
most recently completed financial year.



Cautionary Notes to U.S. Investors
Concerning Resource Estimates



This Annual Information Form (“AIF”) was prepared in
accordance with Canadian securities laws and standards for reporting of mineral resource estimates, which differ in some respects from
United States standards. In particular, and without limiting the generality of the foregoing, the terms “measured mineral resources,”
“indicated mineral resources,” “inferred mineral resources,” and “mineral resources” used or referenced
in this AIF are Canadian mineral disclosure terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure
for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy
and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines, May 2014 (the “CIM Standards”).
Until recently, the CIM Standards definition differed significantly from standards in the United States. The United States Securities
and Exchange Commission (the “SEC”) has adopted amendments to its disclosure rules to modernize the mineral property
disclosure requirements for issuers whose securities are registered with the SEC under the United States Securities Exchange Act of 1934,
as amended (the “U.S. Exchange Act”). These amendments became effective February 25, 2019 (the “SEC Modernization
Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules
replaced the property disclosure requirements for mining registrants that were included in SEC Industry Guide 7. As a result of the adoption
of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral
resources” and “inferred mineral resources”. In addition, the SEC has amended its definitions of “proven mineral
reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding definitions
under the CIM Standards definition that are required under NI 43-101. Investors are cautioned that while the above terms are “substantially
similar” to the corresponding CIM Standards definition, there are differences in the definitions under the SEC Modernization Rules
and the CIM Standards definition. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report
as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated
mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the mineral
reserve or mineral resource estimates under the standards adopted under the SEC Modernization Rules. Investors are cautioned that “inferred
mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility.
It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules,
estimates of inferred mineral resources may not form the basis of feasibility or other economic studies, except in limited circumstances.
The term “resource” does not equate to the term “reserves”. Investors should not assume that all or any part of
measured or indicated mineral resources will ever be converted into mineral reserves. Investors are also cautioned not to assume that
all or any part of an inferred mineral resource exists or is economically mineable.





4









Currency



Except where otherwise indicated, all references to currency in this AIF
are to Canadian Dollars (“$”).



Forward-Looking Information



This AIF may contain “forward-looking information” and “forward-looking
statements” within the meaning of applicable securities legislation (“forward-looking statements”). All statements,
other than statements of historical fact, are forward-looking statements. Forward-looking statements relate to future events or future
performance and reflect management’s expectations or beliefs regarding future events and include, but are not limited to, statements
regarding the business, operations, outlook and financial performance and condition of the Company; potential benefits from the acquisition
of Plateau Energy Metals Inc. (“Plateau”) and its subsidiaries; plans, objectives and advancement of the TLC Lithium
Property, the Falchani Lithium Project and Macusani Uranium Project (each as defined below, and collectively, the “Projects”);
exploration drilling plans, in-fill and expansion drilling plans and other work plans, exploration programs and development plans to be
conducted; results of exploration, development and operations; expansion of resources and testing of new deposits; environmental and social
community and other permitting; timing, type and amount of capital and operating and exploration expenditures, as well as future production
costs; estimation of mineral resources and mineral reserves; realization of mineral reserves; preliminary economic assessments (each,
a “PEA”), including the timing for completion, and the assumptions and parameters upon which they are based, and the
timing and amount of future estimated production; development and advancement of the Projects; success of mining operations; treatment
under regulatory regimes; ability to realize value from the Company’s assets; adequacy of the Company’s financial resources;
environmental matters, including reclamation expenses; insurance coverage; title disputes or claims, including the status of the “Precautionary
Measures” filed by the Company’s subsidiary Macusani Yellowcake S.A.C. (“Macusani”), the outcome of the
judicial appeal process, and any and all future remedies pursued by the Company and its subsidiary Macusani to resolve the title for 32
of its concessions; the anticipated New Uranium Regulations affecting Peru; and limitations on insurance coverage any other statements
regarding the business plans, expectations and objectives of the Company; and any other information contained herein that is not a statement
of historical fact. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects”
or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such
words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”
or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology.
In this document, certain forward-looking statements are identified by words including “may”, “future”, “expected”,
“intends” and “estimates”.



5









Forward-looking statements are based on management’s reasonable estimates,
expectations, analyses and opinions at the date the information is provided and is based on a number of assumptions and subject to a variety
of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the
forward-looking statements. Assumptions upon which such forward-looking statements are based include, without limitation: that no significant
event will occur outside the ordinary course of business of the Company; the Company’s ability to achieve its stated goals and objectives,
including the anticipated benefits of the acquisition of Plateau and its subsidiaries; legislative and regulatory environment; impact
of increasing competition; current technological trends; price of lithium, uranium and other metals; costs of development and advancement;
anticipated results of exploration and development activities; the ability to operate in a safe and effective manner; and the ability
to obtain financing on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive. Further, the aforementioned
assumptions may be affected by the long lasting negative disruptive effects of the coronavirus (“COVID-19”) pandemic,
which resulted in a widespread health crisis that continues to affect the economies and financial markets of many countries around the
world, as well as the ongoing Russo-Ukrainian War, which has resulted increased volatility in commodity markets. The consequences of the
COVID-19 pandemic, as well as the ongoing Russo-Ukrainian War, include global stock market and financial market volatility; operating,
supply chain and project development delays and disruptions; and increased interest rates, all of which have and could further affect
commodity prices, credit ratings and credit risk. The ongoing effects of the COVID-19, and any escalation of the Russo-Ukrainian War,
could have a material adverse impact on the Company’s plans, operations, financial condition, and the market for its securities;
however, as at the date of this AIF, such impact cannot be reasonably estimated. Although the Company believes that the current opinions
and expectations reflected in such forward-looking statements are reasonable based on information available at the time, undue reliance
should not be placed on forward-looking statements since the Company can provide no assurance that such opinions and expectations will
prove to be correct.



All forward-looking statements are inherently uncertain and subject to
a variety of assumptions, risks and uncertainties, including risks, uncertainties and assumptions related to: the Company’s ability
to achieve its stated goals, including the benefits of the acquisition of Plateau and its subsidiaries; the estimated valuation of the
Company being accurate; the estimated costs associated with the advancement of the Projects; legislative changes that impact operations
of the Company; risks and uncertainties relating to the COVID-19 or similar such pandemics; the anticipated New Uranium Regulations affecting
Peru; risks related to the certainty of title to the properties of the Company, including the status of the “Precautionary Measures”
filed by the Company’s subsidiary Macusani, the outcome of the administrative process, the judicial appeal process, and any and
all future remedies pursued by the Company and its subsidiary Macusani to resolve the title for 32 of its concessions; the ongoing ability
to work cooperatively with stakeholders, including, but not limited to, local communities and all levels of government; the potential
for delays in exploration or development activities and other effects due to global pandemics, such as the COVID-19 pandemic; the interpretation
of drill results, the geology, grade and continuity of mineral deposits; variations in mineralization reserves, grade and recover rates;
changes in project parameters as plans continue to be refined; the possibility that any future exploration, development or mining results
will not be consistent with expectations; risks that permits or approvals will not be obtained as planned or delays in obtaining permits
or approvals; mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes (including work
stoppages, strikes and loss of personnel) or other unanticipated difficulties with or interruptions in exploration and development; other
risks of the mining industry; risks related to commodity price and foreign exchange rate fluctuations; risks related to foreign operations;
the cyclical nature of the industry in which the Company operate; risks related to failure to obtain adequate financing on a timely basis
and on acceptable terms or delays in obtaining governmental approvals; risks related to environmental regulation and liability; political
and regulatory risks associated with mining and exploration; risks related to the uncertain global economic environment and the effects
upon the global market generally, and due to the pandemic measures taken to reduce the spread of COVID-19 or any such future pandemics;
any of which could continue to negatively affect global financial markets, including the trading price of the Company’s shares and
could negatively affect the Company’s ability to raise capital and may also result in additional and unknown risks or liabilities
to the Company. Other risks and uncertainties related to prospects, properties and business strategy of the Company are identified in
the “Risk Factors” section of this AIF, as well as those factors detailed from time to time in the Company’s condensed
interim and annual consolidated financial statements, management discussion and analysis and other recent securities filings available
at www.sedar.com.



6









Although the Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results
not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance
on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained herein, except
in accordance with applicable securities laws.



Cautionary Note Regarding Peru Concessions



Thirty-two (32) of the 174 Falchani Lithium Project and the Macusani Uranium
Project concessions originally held by American Lithium’s subsidiary Macusani, are currently subject to Administrative and Judicial
processes (together, the “Processes”) in Peru to overturn resolutions issued by the Geological, Mining, and Metallurgical
Institute of Peru (“INGEMMET”) and the Mining Council of the Ministry of Energy and Mines of Peru (“MINEM”)
in February 2019 and July 2019, respectively, which declared Macusani’s title to the 32 concessions invalid due to late receipt
of the annual validity payment. Macusani successfully applied for injunctive relief on these 32 concessions in a Court in Lima, Peru,
and the grant of the Precautionary Measures (Medida Cautelar) has restored the title, rights, and validity of those 32 concessions to
Macusani. On November 2, 2021, the Company was made aware that the judicial ruling in relation to those 32 concessions had been issued
in favour of the Company. The ruling restored full title to these concessions. On November 26, 2021, the Company confirmed that appeals
of the judicial ruling were lodged by INGEMMET and MINEM, and subsequently other parties. The appeal will be considered by a higher court
tribunal currently scheduled for September 7, 2023. If American Lithium’s subsidiary Macusani does not obtain a successful resolution
to the Processes, Macusani’s title to the 32 concessions could be revoked. However, the Company would then have further recourse
through an appeal to the Supreme Court.



Certain Other Information



Certain information in this AIF is obtained from third party sources, including
public sources, and there can be no assurance as to the accuracy or completeness of such information. Although believed to be reliable,
management of the Company has not independently verified any of the data from third party sources unless otherwise stated.



Qualified Person and Technical Reports



The scientific and technical information contained in this AIF relating
to the TLC Lithium Property, the Falchani Lithium Project and the Macusani Uranium Project has been reviewed and approved by Ted O’Connor,
Executive Vice-President and Technical Advisor of the Company, who is a Qualified Person as defined in NI 43-101. Certain scientific and
technical information with respect to the TLC Lithium Property contained in this AIF has been taken from the technical report entitled
“Tonopah Lithium Claims Project NI 43-101 Technical Report – Preliminary Economic Assessment” with an effective date
of January 31, 2023 and prepared by John Joseph Riordan, Valentine Eugene Coetzee of DRA Pacific, and Derek J. Loveday, Satjeet Pandher,
Joan C. Kester and Sean Ennis of Stantec Consulting Inc., a copy of which is available on American Lithium’s SEDAR profile at www.sedar.com.
Certain scientific and technical information with respect to: (a) the Falchani Lithium Project contained in this AIF has been taken from
the technical report entitled “Falchani Lithium Project NI 43-101 Technical Report – Preliminary Economic Assessment”
with an effective date of February 4, 2020 and prepared by John Joseph Riordan, David Alan Thompson, Valentine Eugene Coetzee and Stewart
Nupen of DRA Pacific.; and (b) the Macusani Uranium Project contained in this AIF has been taken from the technical report entitled “Macusani
Project, Macusani, Peru, NI 43-101 Report – Preliminary Economic Assessment” with an effective date of January 12, 2016 and
prepared by Michael Short and Thomas Apelt of GBM Minerals Engineering Consultants Limited, David Young of The Mineral Corporation and
Mark Mounde of Wardell Armstrong International Limited, copies of both of which are available on Plateau’s SEDAR profile at www.sedar.com.
The PEAs included herein are preliminary in nature and include 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 mineral reserves, and there is no certainty
that the PEAs will be realized. Additional work is required to upgrade the mineral resources to mineral reserves. In addition, the mineral
resource estimates could be materially affected by environmental, geotechnical, permitting, legal, title, taxation, socio-political, marketing,
or other relevant factors.



7









Certain information in this AIF updates information from the TLC Technical
Report, the Falchani Technical Report and the Macusani Technical Report, as applicable, which such updates have been reviewed and approved
by Ted O’Connor, Executive Vice-President and Technical Advisor of the Company and a Qualified Person as defined in NI 43-101.



CORPORATE
STRUCTURE



Name, Address and Incorporation



American Lithium Corp. was incorporated under the Business Corporations
Act (British Columbia) (the “BCBCA”) on February 25, 1974 as Menika Mining Ltd. On April 11, 2016, the Company
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”.



The Company has been actively involved in lithium exploration since April
2016 and has been focused on the acquisition, exploration and development of properties in North- and South- America prospective for lithium
deposits and, in particular, its Tonopah Lithium Project in Nevada (the “TLC Lithium Project” or the “TLC
Lithium Property”) with drilling in 2019 and 2020 leading to the publication of a maiden NI 43-101 resource in April 2020 and
a PEA in January 2023. With the acquisition of Plateau in May 2021, the Company also added additional lithium and uranium properties in
Peru. Currently, American Lithium focuses its operations on the TLC Lithium Project, the Falchani Lithium Project, and the Macusani Uranium
Project, and as they have NI 43-101 mineral resource estimates and published PEAs, the Company recognizes them to have potential for continued
development.



American Lithium is listed on the TSX Venture Exchange (“TSXV”)
and trades under the symbol “LI”, on the Frankfurt Stock Exchange (“FRA”) under the symbol “5LA1”
and on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AMLI”. The Company is a reporting issuer
in British Columbia and Alberta and files its continuous disclosure documents with the Canadian Securities Authorities in such provinces.
Such documents are available on SEDAR at www.sedar.com. Except as otherwise expressly indicated, American Lithium’s filings through
SEDAR are not incorporated by reference in this AIF.



8









The Company’s corporate office is located at Suite 710, 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.



Intercorporate Relationships



As of the date of this AIF, American Lithium has seven subsidiaries: (i)
one of which is incorporated under the laws of the Province of British Columbia, being American Lithium Holdings Corp. (“Holdings”);
(ii) three of which are incorporated under the laws of the State of Nevada (the “Nevada Subsidiaries”), being, Big
Smoky Holdings, Inc., Tonopah Lithium Corp. (“TLC”) and Maran Ventures Ltd.; (iii) one of which is incorporated under
the laws of the Province of Ontario, being Plateau Energy Metals Inc.; and (iv) two of which are incorporated under the laws of Peru,
being Macusani Yellowcake S.A.C. and Macusani Uranium S.A.C. (“Macusani Uranium”, and together with Macusani, the “Peru
Subsidiaries”). Holdings is the registered and beneficial owner of all the outstanding share capital of the Nevada Subsidiaries.
Plateau is the registered owner of 99.5% of the outstanding share capital of Macusani, which owns 99.5% of the outstanding share capital
of Macusani Uranium, with the remaining 0.5% held by a Peruvian individual as recommended by the Ministry of Energy and Mines (“MEM”).



The following diagram shows the Company’s intercorporate relationships.
Each of the below noted subsidiaries are wholly-owned, with the exception of the Peru Subsidiaries.



| | I. | American Lithium Holdings Corp. (British Columbia)
| | -- | --------------------------------------------------



| | (a) | Tonopah Lithium Corp. (Nevada)
| | --- | ------------------------------



| | (b) | Big Smoky Holdings, Inc. (Nevada)
| | --- | ---------------------------------



| | (c) | Maran Ventures Ltd. (Nevada)
| | --- | ----------------------------



| | II. | Plateau Energy Metals Inc. (Ontario)
| | --- | ------------------------------------



| | (a) | Macusani Yellowcake S.A.C. (Peru)(1)
| | --- | ------------------------------------



| | (A) | Macusani Uranium S.A.C. (Peru)
| | --- | ------------------------------



Note:



| | (1) | Plateau Energy Metals Inc. controls 100% of and owns 99.5%
        of the outstanding share capital of Macusani Yellowcake S.A.C., with the remaining 0.5% held by a Peruvian individual as recommended by
        the MEM.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9









GENERAL
DEVELOPMENT OF THE BUSINESS



Three Year History



2020 – 2021
Developments



On May 4, 2020, the Company completed a technical report on the TLC Lithium
Project titled “Technical Report TLC Property, Nye County, Nevada, USA”, which is available under the Company’s profile
on www.sedar.com.



On June 25, 2020, the Company announced that Simon Clarke was appointed
to the Board of Directors.



On July 10, 2020, the Company announced it had reached an agreement with
Nevada Alaska Mining Company, Inc. (“Nevada Alaska”), under which the Company would buyback (the “Buyback”)
1.5% of the existing gross overriding royalty pertaining to a number of the original concessions comprising the Company’s wholly
owned TLC Lithium Property (the “Buyback Agreement”). Prior to the exercise of the Buyback, Nevada Alaska held a 2.5%
gross overriding royalty on commercial production from certain of the concessions comprising the TLC Lithium Property, and following completion
of the Buyback, continues to hold a 1.0% royalty. In consideration for the Buyback, the Company paid US$150,000 and issued 843,750 Shares
to Nevada Alaska.



Also on July 10, 2020, the Company announced it had reached an agreement
to acquire all of the outstanding share capital of an arm’s length Nevada company, 4286128 Nevada Corp., which holds the rights
to a series of lode mining claims totaling approximately 2,000 acres contiguous to and north and northwest of the TLC Lithium Property
(the “4286128 Agreement”). In accordance with the 4286128 Agreement, the Company issued 4,000,000 Shares to the existing
shareholders of 4286128 Nevada Corp.



On July 27, 2020, the Company signed a letter of intent to acquire a 100%
interest in certain privately held lands and the accompanying 1,176 acre-feet of water rights (the “Water Rights LOI”).



In August 2020, the Company announced the results from its draft Baseline
Biological Survey which examined the TLC Lithium Property area in detail to document all species present. The report had positive results
as it showed that “no species or habitat protected under the Endangered Species Act are present within the project area.”
These results facilitated the continuation of study and the completion and filing of the plan of operations (the “PO”)
as set out below.



On August 20, 2020, the Company announced that Andrew Squires had resigned
from, and G.A. (Ben) Binninger was appointed to, the Board of Directors.



On September 17, 2020, pursuant to the Water Rights LOI, the Company entered
into a real property purchase agreement (the “Water Right Purchase Agreement”). Pursuant to the terms of the Water
Rights Purchase Agreement, the Company paid USD$300,000 to the vendor with an additional USD$1 million will be paid in equal annual installments
over the next four years. On August 31, 2022 the Company made accelerated payments of $1,300,000 and now has full title to this property
and associated water rights.



10









The Company submitted its PO for the next phase of advancement at the TLC
Lithium Project to the Bureau of Land Management (“BLM”) in January 2021 which also included the Baseline Biological
Survey as well as a Baseline Cultural Survey.



During the financial year ended February 28, 2021 the Company also received
an aggregate of $14,514,896 from the exercise of various outstanding Warrants and Options (as defined below).



2021 – 2022 Developments



On February 9, 2021, the Company announced that it had reached agreement
to acquire Plateau and to consolidate both companies’ development-stage lithium assets and acquire the Macusani Uranium Project.
Such agreement was, amongst other things, subject to a court approved plan of arrangement (the “Arrangement”), the
approval of Plateau equity holders as well as regulatory approvals.



On March 4, 2021, the Company announced that it had been selected by the
US Department of Energy Advanced Manufacturing Office, with co-recipient American Battery Technology Company and another industry partner,
to receive grant funding totaling 50% of the capital cost for a US$4.5M lithium processing pilot plant. However, the Company subsequently
decided during 2022, to focus on traditional processing methods as it was able to successfully extract lithium through acid leaching and
roasting options and it wanted to focus its resources on these approaches. The Company also found the structure being proposed difficult
to support and it notified the other parties accordingly.



On April 29, 2021, the Company announced that Simon Clarke was appointed
Chief Executive Officer.



On April 29, 2021, the Company also completed a private placement of 7,518,750
units (each, a “Unit”) at a price of $2.00 per Unit, for gross proceeds of $15,037,500.



On May 3, 2021, the Company closed a share purchase agreement with the
shareholder of 1301420 BC Ltd. (“1301420 BC”) whereby the Company purchased 100% of the outstanding shares of 1301420
BC. 1301420 BC’s only asset is comprised of its ownership of 100% of the issued and outstanding shares of 1301420 Nevada Ltd., which
holds the title to a series of mining claims totaling 2,260 acres located in Esmeralda County, Nevada, contiguous and to the west of the
Company’s TLC Lithium Property. The claims are not subject to any royalties or encumbrances. Pursuant to the agreement (the “1301420
Agreement”), the Company issued 4,000,000 Shares to the existing shareholder of 1301420 BC Ltd. and this has been accounted
for as an asset acquisition.



On May 11, 2021 the Company completed the acquisition of Plateau by way
of the Arrangement, resulting in Plateau becoming a wholly-owned subsidiary of the Company. Under the terms of the Arrangement, each holder
of Plateau common shares received 0.29 of a common share of the Company (a “Share”) and 0.145 of a Share purchase warrant
of the Company (a “Warrant”, each whole Warrant an “Exchange Warrant”) for each Plateau common share
held immediately prior to effective time (the “Exchange Ratio”). Each whole Exchange Warrant entitles the holder to
acquire one Share at a price of $3.00 until May 11, 2024.



Each Plateau common share purchase warrant existing at the time, upon the
exercise thereof on or after the effective time in accordance with its terms, entitled the holder to acquire 0.29 of a Share and 0.145
of an Exchange Warrant for each Plateau common share the warrant holder would have been entitled to acquire prior to the closing of the
Arrangement. Existing Plateau stock options were exchanged for an Option to acquire from American Lithium the number of Shares equal to
the product of: (A) the number of Plateau common shares subject to such Plateau stock option immediately prior to the effective date of
the Arrangement, multiplied by (B) 0.29 of a Share for each Plateau common share. Each restricted share unit and deferred share unit of
Plateau vested immediately prior to the effective time and was exchanged for one Plateau common share, and the holders thereof participated
in the Arrangement as Plateau shareholders. Pursuant to the Arrangement, American Lithium acquired 127,213,511 Plateau common shares,
representing 100% of the outstanding share capital of Plateau. The Company filed a Form 51-102F4 Business Acquisition Report in
respect of the Arrangement.



11









Also on May 11, 2021, in connection with the acquisition of Plateau, Andrew
Bowering stepped down as Chief Financial Officer and was appointed Chairman of the Board, Laurence Stefan was appointed President and
Chief Operating Officer and was appointed to the Board of Directors, Philip N. Gibbs was appointed Chief Financial Officer and Ted O’Connor
was appointed to the Board of Directors.



The Company made strong progress in metallurgy and process engineering
in mid-2021. On June 29, 2021, the Company announced the ability to extract lithium from TLC Lithium Project claystones through roasting
and water leaching. On August 5, 2021, the Company announced 95.1% lithium extraction using hydrochloric acid leaching process, and on
August 25, 2021, the Company announced the highest lithium extraction results achieved by the Company to date, at 97.4% extraction, utilizing
the warm sulfuric acid leaching process.



Continued metallurgical work since these developments has focused on optimizing
the Company’s processing through to the lithium carbonate (“LC”) and/or lithium hydroxide precipitation stage
before selecting the optimal process, based on economic and environmental criteria, to enable the completion of an in-depth PEA on the
TLC Lithium Property. In parallel, and as also previously reported, pre-concentration test work, designed to increase the lithium head
grade prior to leaching, continues using different gravimetric routes and commercially available equipment. This work is also relevant
to the PEA as it has the potential to materially impact the economics of the TLC Lithium Project.



In August 2021, the Company reorganized its wholly-owned British Columbia
subsidiaries, pursuant to a horizontal short-form amalgamation, such that American Lithium Holdings Corp. (formerly 1032701 B.C. Ltd.)
(“Holdings”), 1065604 B.C. Ltd., 1067323 B.C. Ltd., 1074654 B.C. Ltd., 1134989 B.C. Ltd., 1301420 B.C. Ltd., and Esoteric
Consulting Ltd. were combined into one entity, being Holdings.



On September 8, 2021, the Company announced that it had entered into a
share purchase agreement dated September 7, 2021 with Big Smoky Holdings Corp. (“Big Smoky”), which has since been
amalgamated with Holdings, to buy the Company and therefore its assets which comprised the rights to a series of mining claims totaling
approximately 3,886 acres of highly prospective land immediately north and northwest of the TLC Lithium Property, and each of the shareholders
thereof (the “Big Smoky Agreement”). Pursuant to the Big Smoky Agreement, on September 23, 2021, the Company acquired
all of the issued and outstanding share capital of Big Smoky, which controls (through its subsidiary) the Crescent Dunes project consisting
of 3,886 acres of exploration land immediately north of, and contiguous with, the TLC Lithium Property in exchange for the issuance of
2,500,000 Shares to the existing shareholders of Big Smoky.



12









On September 9, 2021, the Company announced positive pre-concentration
upgrading results from the TLC Lithium Project mineralization using Falcon continuous gravity concentrators with 88% of lithium concentrated
in 60% of the original mass.



In addition, on September 15, 2021, the Company announced details of additional
progress optimizing recent salt roasting and water leaching on lithium mineralization from the TLC Lithium Project, including yielding
89.4% lithium extraction using a combination of gypsum, sodium chloride and sodium sulfate roasting, 87.3% lithium extraction using a
combination of gypsum and sodium chloride and 79.3% lithium extraction using gypsum-only.



On September 28, 2021, the Company announced results of its prospecting,
mapping and sampling on the Macusani Uranium Project; in particular, radiometric prospecting and sampling work identified possible extensions
to five existing uranium deposits and three new anomalies for drill testing.



On November 2, 2021, the judicial ruling in relation to title to the 32
disputed concessions on the Falchani and Macusani projects in Peru was issued in favour of Macusani. The ruling confirmed that Macusani
has full title to these concessions.



On November 25, 2021, the judicial ruling issued in favour of Macusani,
in relation to title to 32 disputed concessions was appealed by INGEMMET and MINEM.



On December 1, 2021, the Company announced that initial exploration drilling
has been launched at TLC North (Big Smoky acquisition land) near Tonopah Nevada. Initial drilling has successfully drilled thick intersections
(up to 96.9 m / 318 ft) of lithium-bearing claystone.



On January 11, 2022, the BLM approved the PO and reclamation plan for the
Company’s TLC Lithium Project, including construction of 110 drill sites and the excavation of five test pits to acquire samples
for metallurgical testing. In addition, with the EA combining all previously planned phases of project exploration and pre-feasibility
work into one phase of development, the PO was updated accordingly. While this will result in all required environmental bonding being
paid upfront on approval, it is expected to stream-line the process, maximize efficiencies and potentially fast-track resulting work programs.



On February 16, 2022, the Company announced that it had achieved highest
uranium extraction rates to date combined with lowest acid consumption from leach testing of Macusani uranium mineralization at Australian
Nuclear Science and Technology Organization (“ANSTO”) and TECMMINE Mineral Processing Consultants Limited (“TECMMINE”)
in Lima, Peru.



On February 24, 2022, the Company announced that it had been named to the
TSX Venture 50, an annual ranking of top performing listed companies on the TSXV.



2022 – 2023 Developments



On March 1, 2022, the Company announced it was launching the final phase
towards completion of its maiden PEA on the Company’s TLC Lithium Project with the appointment of DRA Global (“DRA”)
as lead engineer. The first draft of the maiden TLC PEA as well as preliminary economic modeling was completed in March 2023.





13











On April 29, 2022, at the request of the Company, Manning Elliott LLP,
Chartered Professional Accountants resigned as auditor to the Company. Subsequently, the Board appointed Ernst & Young LLP to act
as the Company’s auditor.



Throughout May 2022 to August 2022, the Company reorganized its Nevada
subsidiaries, pursuant to a series of horizontal short-form amalgamations, such that 1032701 Nevada Ltd., 1065604 Nevada Ltd., 1067323
Nevada Ltd., 1134989 Nevada Ltd., 1301420 Nevada Ltd. and 4286128 Nevada Corp. continued as one entity, being TLC.



In May 2022, the Company entered into an agreement to acquire 431 acres
of privately held agricultural lands near TLC, along with the accompanying 1,468 acre-feet of water rights for consideration of US$3.125
million. This brings the total water rights owned by the Company to approximately 2,500 acre-feet, which is expected to provide a material
portion of the water required for the initial phases of future production at TLC.



In June 2022, the Company entered into a mining rights transfer agreement
whereby it acquired 18 additional concessions in Southern Peru, covering an area of approximately 14,243 hectares. The concessions are
highly prospective and will further broaden the Company’s existing asset base and operations in Peru (the “Concessions”).
The Company paid US$400,000 and issued 2,250,000 common shares of the Company to the vendor with the transaction receiving TSXV approval
on June 8, 2022.



On June 27, 2022, the Company announced that successful precipitation of
high purity, fertilizer-quality potassium sulfate (“SOP”) by-product was produced at the Falchani Lithium Project.
The SOP produced from Falchani mineralization is 45% potassium and 20% sulfur and falls within the specification parameters of SOP marketed
by producers and traders of fertilizers.



On July 5, 2022, the Company announced the appointment of Claudia Tornquist
to the Board of Directors and Audit Chair and Ted O’Connor as Executive Vice-President of the Company.



On July 11, 2022, the Company announced that it commenced the work required
for a pre-feasibility study (“PFS”) on the Falchani Lithium Project with the initiation of an Environmental Impact
Assessment (“EIA”) with SRK Peru. The Company commenced the EIA hydrology drilling program at the Falchani Lithium
Project on August 24, 2022.



On July 14, 2022, drill results from the initial 5 holes of the TLC diamond
core drilling program were released, with some of the highest-grade thicknesses discovered on the TLC Lithium Property to date. The best
results were from diamond drill hole TLC-2206C which had 50.3 m (165’ feet) averaging 1,550 ppm Li from 145’ to 310’
downhole; including 11.0 m averaging 2,104 ppm Li from 225’ to 261.2’. The entire hole from 30’ to 351’ (End of
Hole; “EOH” – 97.8 m true thickness) is mineralized averaging 1012 ppm Li with a 4.4’ maximum interval sample
of 2,900 ppm sample from 234.5’.



On September 30, 2022, pursuant to a horizontal short-form amalgamation,
American Lithium Holdings Corp. and Big Smoky were combined into one entity, being Holdings.



Resource expansion and exploration drilling continued at the TLC Lithium
Property under the PO, including ongoing water monitoring and piezometer well installation. Processing work continued on all potential
process options following successful upgrading work on the TLC Lithium Property claystone mineralization ahead of the finalization of
a maiden PEA at the TLC Lithium Property.



14









In-fill and resource expansion drilling was, and remains, planned for the
Falchani Lithium Project to focus on the Tres Hermanas area southwest of the Falchani Lithium Project resource area and untested areas
immediately northwest. Metallurgical work, aimed at optimizing existing processing options, commenced on the Falchani Lithium Project
lithium mineralization, and includes ongoing work to incorporate sulfate of potash, cesium and other potential by-products into the Falchani
Flow-Sheet. As reported above a 10-hole hydrology diamond drill program commenced on the Falchani Lithium Project as part of the initiation
of an EIA with SRK Peru and the launch of the Project into pre-feasibility.



Resource expansion drilling was also planned at the Macusani Uranium Project
to follow up encouraging prospecting and sampling results adjacent to several existing uranium deposits. Permitting work has been completed
for both the Falchani and Macusani projects to support the drill programs, including community acceptance approvals, archeological clearances
and environmental sampling and monitoring. The Company now anticipates this drilling to occur later in 2023. Metallurgical work at the
Macusani Uranium Project continued throughout the period and focused on leaching upgraded uranium mineralization to produce a saleable
product (‘yellowcake’) for specification testing and purity.



On October 4, 2022, the Company announced the appointment of Carsten Korch
to the Board of Directors and as an audit committee member.



On November 2, 2022, the Company announced the resolution of regulatory
proceeds brought by the Ontario Securities Commission (the “OSC”) against Plateau, and Alexander Holmes and Philip
Gibbs, the former chief executive officer and chief financial officer of Plateau respectively.



On December 2, 2022, the Company announced an updated mineral reserve estimate
(“MRE”) that significantly increases the contained lithium resources for the TLC Lithium Project, including measured
and indicated resource increases 64% from the original April 2020 MRE.



On December 7, 2022, the Company announced its intention to “spin-out”
its Macusani Uranium Project in Peru into an independent public company for the benefit of shareholders (the “2023 Spin-Out”).
The Company has not, as at the date of this AIF, conducted the 2023 Spin-Out but will continue to update the public in respect of the
progress.



On January 5, 2023, the Company announced it received approval to list
its Shares on the Nasdaq under the symbol “AMLI”. Concurrently with the listing, the Shares will cease to be quoted on the
OTCQB Venture Market but continue to trade on the TSXV and FRA.



On January 17, 2023, the Company filed an independent NI 43-101 technical
report on the updated MRE for the TLC Lithium Project. The MRE established a much larger lithium resource base to support the maiden PEA
on TLC.



On January 24, 2023, the Company entered into an agreement with Nevada
Alaska (“Second Buyback Agreement”) to buy back the remaining 1% gross overriding royalty on the Company’s wholly
owned TLC Lithium Project. Pursuant to the Second Buyback Agreement, American Lithium issued 950,000 Shares to Nevada Alaska.



On February 1, 2023, the Company announced the results of its maiden Preliminary
Economic Assessment (“PEA”) for the TLC Lithium Project, completed jointly by DRA Global and Stantec Consulting Ltd.
(“Stantec”), and demonstrating that the TLC Lithium Project has the potential to become a substantial, long-life producer
of low-cost lithium carbonate (“LCE” or “Li2CO3”) with the potential to produce
either battery grade LCE or lithium hydroxide (“LiOH”). Highlights for the Base Case (lithium only with no by products),
include after-tax NPV8% of US$3.26 Billion & After-tax IRR of 27.5%.



15









Selected Financings



The Company has completed the following financings over the last three
completed financial years:



| | • | On April 29, 2021, the Company completed a private placement of 7,518,750 units at a price of $2.00 per unit
        for gross proceeds of $15,037,500. Each unit consisted of one Share and one-half of a Share purchase warrant. Each whole warrant is exercisable
        to acquire one additional Share at an exercise price of $3.00 per Warrant Share for a period of two years.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On November 3, 2021, the Company completed a private placement of 13,208,000 units at an offering price of
        $2.65 per unit for aggregate gross proceeds of $35,001,200. Each unit consisted of one Share and one-half of a Share purchase warrant.
        Each whole warrant is exercisable to acquire one additional Share at an exercise price of $4.00 per Warrant Share for a period of two
        years.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Subsequent Events to February 28,
2023



On March 6, 2023, the Company announced it had appointed DRA as lead engineer
to coordinate completion of a PFS on the Falchani Lithium Project. The Company also announced that it had restarted additional hydrology
drilling at Falchani, with full support from the local communities. This drilling is part of the EIA that commenced in August 2022.



On March 17, 2023, the Company filed the TLC Technical Report relating
to the PEA on TLC results of which were announced on February 1, 2023, and on March 20, 2023 the Company announced that it has engaged
DRA as lead engineer for the TLC PFS. As part of the initial PFS work, core drilling has commenced at TLC with numerous holes planned
to target 10-15 tonnes of high-grade TLC lithium claystone mineralization. This program is spread throughout the proposed PEA mine plan
footprint and will provide sufficient quantity and variability of mineralized material for detailed metallurgical and pilot process plant
testing later in the year for PFS and piloting work.



THE BUSINESS



Background



The Company is an advanced exploration and development stage company engaged
in the acquisition, exploration and development of resource properties. The Company has been actively involved in lithium exploration
since April 2016 and has been focused on the acquisition, exploration and development of properties in North and South America prospective
for lithium deposits. The Company’s initial focus was on its TLC Lithium Property in Nevada with drilling in 2019 and 2020 leading
to the publication of a maiden NI 43-101 resource in April 2020 and additional drilling during 2022 leading to an updated and expanded
resource published in December 2022 and reflected in a maiden PEA on TLC announced in February 2023. With the acquisition of Plateau in
May 2021, the Company also added additional lithium and also uranium properties in Peru. Currently, the Company focuses its operations
on the development of the TLC Lithium Property, the Falchani Lithium Project, and the Macusani Uranium Project, as the Company recognizes
them to have potential for continued development with the potential for future commercialization. The Company is advancing its three projects,
Falchani, Macusani and TLC. To achieve this, further drilling is planned for each project to upgrade resource categories and expand resources.
Falchani is advancing through PFS with DRA as lead engineer and, as part of that process, its existing PEA is also being updated. PFS
work has also been commenced at TLC again with DRA as lead engineer. The intention is to update the PEA at Macusani later in 2023 and
then move that project into pre-feasibility.



16









The Company owns no producing properties and, consequently, has no current
operating income or cash flow from the properties it holds, nor has it had any income from operations in the past three financial years.
Consequently, operations of the Company are primarily funded by equity financings.



Specialized Skills and Knowledge



Successful exploration, development and operation of the Company’s
lithium and uranium projects will require access to personnel in a wide variety of disciplines, including geologists, geophysicists, engineers,
drillers, managers, project managers, accounting, financial and administrative staff, and others. Since the project locations are also
in jurisdictions familiar with and friendly to resource extraction, management believes that the Company’s access to the skills
and experience needed for success is sufficient.



Competitive Conditions



The Company’s activities are directed towards the exploration, evaluation
and development of mineral deposits. There is no certainty that the expenditures to be made by the Company will result in discoveries
of commercial quantities of mineral deposits. There is aggressive competition within the mining industry for the discovery and acquisition
of properties considered to have commercial potential. The Company will compete with other interests, many of which have greater financial
resources than it will have, for the opportunity to participate in promising projects. Significant capital investment is required to achieve
commercial production from successful exploration efforts, and the Company may not be able to successfully raise funds required for any
such capital investment. See “Risk Factors” below.



Business Cycles



Mining is a cyclical industry and commodity prices fluctuate according
to global economic trends and conditions. See “Risk Factors” below.



Environmental Protection



The Company’s exploration and development activities, as applicable,
are subject to various levels of federal, state and local laws and regulations relating to the protection of the environment, including
requirements for closure and reclamation of mining properties, a breach of which may result in the imposition of fines and penalties.
Certain types of operations may also require the submission and approval of environmental impact assessments.



Laws and regulations relating to the protection of the environment are
evolving in a manner that means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent. Environmental
assessments (“EAs”) of proposed projects carry a heightened degree of responsibility for companies including its directors,
officers and employees.



17









The cost of compliance with changes in governmental regulations has the
potential to reduce the profitability of operations. See “Risk Factors” below.



Employees



As of February 28, 2023, the Company has 55 employees, entitled to employee
benefits and share compensation agreements.



Foreign Operations



Mineral exploration and mining activities in the United States as well
as South America may be affected in varying degrees by government regulations relating to the mining industry. Any changes in regulations
or shifts in political conditions may adversely affect the Company’s business. Operations may be affected in varying degrees by
government regulations with respect to restrictions on permitting, production, price controls, income taxes, expropriation of property,
environmental legislation and mine safety. In addition, significant work programs going forward are dependent on the pending framework
for uranium transport and export in coordination with the International Atomic Energy Agency and the Peruvian Institute of Nuclear Energy
(the “New Uranium Regulations”) in the country. See “Risk Factors” below.



Reorganizations



Except as set forth above in “General Development of the Business
– Three Year History”, there have been no corporate reorganizations within the three most recently completed financial
years of the Company. The 2023 Spin-Out is proposed for the current financial year.



Social and Environmental Policies



There are no social or environmental policies that are fundamental to the
Company’s operations.



RISK FACTORS



The Company is in the business of acquiring, exploring and, if warranted,
developing and exploiting natural resource properties. Due to the nature of the Company’s business and the present stage of exploration
of its resource properties (which are primarily early-stage exploration properties with no known resources or reserves that have not been
explored by modern methods), the following risk factors will apply:



Mining Industry is Intensely Competitive: The Company’s
business will be the acquisition, exploration and development of resource properties. The mining industry is intensely competitive and
the Company will compete with other companies that have far greater resources.



Resource Exploration and Development is Generally a Speculative Business:
Resource exploration and development is a speculative business and involves a high degree of risk, including, among other things, unprofitable
efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are
insufficient in size to return a profit from production. The marketability of natural resources that may be acquired or discovered by
the Company will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations, the proximity
and capacity of natural resource markets, government regulations, including regulations relating to prices, taxes, royalties, land use,
importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but
the combination of these factors may result in the Company not receiving an adequate return on invested capital. The great majority of
exploration projects do not result in the discovery of commercially mineable deposits of ore.



18









Title to Property:The acquisition of title to resource properties
is a detailed and time-consuming process. The Company may acquire an interest in its properties through land use permits. Title to, and
the area of, the properties may be disputed. There is no guarantee that such title will not be challenged or impaired. There may be challenges
to the title of the property in which the Company may have an interest, including concessions which, if successful, could result in the
loss or reduction of the Company’s interest in the property, including the Peru concessions. As noted under the Cautionary Note
Regarding Concessionsin this AIF, 32 of the original of the 174 Falchani Lithium Project and the Macusani Uranium Project concessions
originally held by American Lithium’s subsidiary Macusani, are currently subject to 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’s title
to 32 of the concessions invalid due to late receipt of the annual validity payment. Macusani obtained a successful resolution of Processes,
and Macusani’s title to the concessions was confirmed on November 2, 2021. On November 26, 2021, the Company confirmed that appeals
of the judicial ruling were lodged by INGEMMET and MINEM, and subsequently other parties. The appeal will be considered by a higher court
tribunal currently scheduled for September 7, 2023. If American Lithium’s subsidiary Macusani does not obtain a successful resolution
to the Processes, Macusani’s title to the 32 concessions could be revoked. However, the Company would then have further recourse
through an appeal to the Supreme Court.



Foreign operations:The Company is exposed to risks of political
instability and changes in government policies, laws and regulations in Peru. The Company holds mineral interests in the Republic of Peru
that may be adversely affected in varying degrees by political instability, government regulations relating to the mining industry and
foreign investment therein, and the policies of other nations in respect of Peru. Any changes in regulations (including, without limitation,
the New Uranium Regulations) or shifts in political conditions are beyond the Company’s control and may adversely affect the Company’s
business. New laws, regulations and requirements may be retroactive in their effect and implementation. The Company’s operations
may be affected in varying degrees by government regulations, including those with respect to restrictions on production, price controls,
export controls, income taxes, expropriation of property, employment, land use, water use, environmental legislation and mine safety.
The Company’s operations may also be adversely affected in varying degrees by government regulations, including those with respect
to restrictions on foreign ownership, state-ownership of strategic resources, production, price controls, export controls, income taxes,
expropriation of property, employment, land use, water use, environmental legislation and mine safety. There is no assurance that permits
can be obtained, or that delays will not occur in obtaining all necessary permits or renewals of such permits for existing properties
or additional permits required in connection with future exploration and development programs. In the event of a dispute arising at the
Company’s foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful
in subjecting foreign persons to the jurisdiction of courts in Canada. The Company may also be hindered or prevented from enforcing its
rights with respect to a government entity or instrumentality because of the doctrine of sovereign immunity. Government authorities in
emerging market countries often have a high degree of discretion and at times may appear to act selectively or arbitrarily, and sometimes
in a manner that may not be in full accordance with the rule of law or that may be influenced by political or commercial considerations.
Unlawful, selective or arbitrary governmental actions could include denial or withdrawal of licenses, sudden and unexpected tax audits,
and civil actions. Although unlawful, selective or arbitrary government action may be challenged in court, such action, if directed at
the Company or its shareholders, could have a material adverse effect on the Company’s business, results of operations, financial
condition and future prospects.



19









Property Commitments: The Company’s mining properties
may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or
otherwise fulfill its commitments under these agreements could result in the loss of related property interests.



Permits and Licenses: The operations of the Company will
require licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain
all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects.



Uninsured or Uninsurable Risks: The Company may become subject
to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure where premium costs are
disproportionate to the Company’s perception of the relevant risks. The payment of such insurance premiums and of such liabilities
would reduce the funds available for exploration and production activities.



Environmental Matters: Existing and possible future environmental
legislation, regulations and actions could cause significant expense, capital expenditures, restrictions and delays in the activities
of the Company, the extent of which cannot be predicted and which may well be beyond the capacity of the Company to fund. The Company’s
right to exploit any mining properties will be subject to various reporting requirements and to obtaining certain government approvals
and there can be no assurance that such approvals, including environment approvals, will be obtained without inordinate delay or at all.



Fluctuation of Metal Prices: Even if commercial quantities
of mineral deposits are discovered by the Company, there is no guarantee that a profitable market will exist for the sale of the metals
produced. Factors beyond the control of the Company may affect the marketability of any substances discovered. The prices of various metals
have experienced significant movement over short periods of time and are affected by numerous factors beyond the control of the Company,
including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global
or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The supply
of and demand for metals are affected by various factors, including political events, economic conditions and production costs in major
producing regions. There can be no assurance that the price of any mineral deposit will be such that any of its resource properties could
be mined at a profit.



Geopolitical Instability: The global markets are experiencing
volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and
Ukraine. On February 24, 2022, Russia began a full-scale military invasion of Ukraine. Although the length and impact of the ongoing military
conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity
prices, credit and capital markets and interest rates. These factors could negatively impact the Company’s ability to access liquidity
needed for the Company’s business in the longer term. These factors may impact the Company’s future ability to obtain equity,
debt or bank financing on terms favourable to the Company, or at all. Additionally, these factors, as well as other related factors, may
cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses.



20









No Assurance of Profitability: The Company has no history
of earnings and, due to the nature of its proposed business, there can be no assurance that the Company will ever be profitable. The Company
has not paid dividends on its shares and does not anticipate doing so in the foreseeable future. The only present source of funds available
to the Company is from the sale of its Shares or, possibly, the sale or optioning of a portion of its interest in its resource properties.
Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that
may be necessary to determine whether a commercially mineable deposit exists. While the Company may generate additional working capital
through further equity offerings or through the sale or possible syndication of its properties, there can be no assurance that any such
funds will be available on favorable terms, or at all. At present, it is impossible to determine what amounts of additional funds, if
any, may be required. Failure to raise such additional capital could put the continued viability of the Company at risk.



Going Concern: The Company’s audited annual financial
statements have been prepared on the basis that it will continue as a going concern. For the year ended February 28, 2023, the Company
incurred a comprehensive loss of $34,985,004 (February 28, 2022 – $23,546,760). As at February 28, 2023, the Company had an accumulated
deficit of $115,791,176 (February 28, 2022 – $81,282,105), which has been funded primarily by the issuance of equity. The Company’s
ability to continue as a going concern and to realize assets at their carrying values is dependent upon obtaining additional financing
and generating revenues sufficient to cover its operating costs.



Government Regulation: The Company’s business interests
and operations are subject to the laws and regulations of the jurisdictions in which the Company operates. These laws and regulations
are wide-ranging and oversee social license, exploration, development, taxes, employee labour standards, health and safety, environmental
protection, human rights, anticorruption measures and matters related to later stage operating companies including but not limited to
production, exports, waste disposal and tailings management, safe handling of toxic substances, water usage and greenhouse gases. Compliance
with such laws and regulations increases the costs of planning, designing, drilling, developing, constructing, operating, managing, closing,
reclaiming and rehabilitating a mine or other facilities. Introduction of new laws, amendments to current laws and regulations governing
mining activities and operations or more stringent implementation or arbitrary interpretation thereof could have a material adverse effect
on the Company, increase costs, cause a reduction in levels of production and delay or prevent the development of the Company’s
projects. Regulatory enforcement, in the form of compliance or infraction notices, has occurred in the past and, while the current risks
related to such enforcement are not expected to be material, the risk of material fines or corrective action cannot be ruled out in the
future.



Financing Risks: The Company has limited financial resources,
has no source of operating cash flow and has no assurance that additional funding will be available to it for further exploration and
development of its projects or to fulfill its obligations under any applicable agreements. Although the Company has been successful in
the past in obtaining financing through the sale of equity securities, there can be no assurance that it will be able to obtain adequate
financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result
in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties.



21









Title: Although the Company has taken steps to verify the
title to the resource properties in which it has or has a right to acquire an interest in accordance with industry standards for the current
stage of exploration of such properties, these procedures do not guarantee title (whether of the Company or of any underlying vendor(s)
from whom the Company may be acquiring its interest). Title to resource properties may be subject to unregistered prior agreements or
transfers, and may also be affected by undetected defects or the rights of indigenous peoples.



Insufficient Financial Resources: The Company does not presently
have sufficient financial resources to undertake by itself the exploration and development of all of its planned exploration and development
programs. The development of the Company’s properties will therefore depend upon the Company’s ability to obtain financing
through the joint venturing of projects, private placement financing, public financing or other means. There can be no assurance that
the Company will be successful in obtaining the required financing. Failure to raise the required funds could result in the Company losing,
or being required to dispose of, its interest in its properties. In particular, failure by the Company to raise the funding necessary
to maintain in good standing its various option agreements could result in the loss of its rights to such properties.



Dependence Upon Others and Key Personnel: The success of
the Company’s operations will depend upon numerous factors, many of which are beyond the Company’s control, including: (i)
the ability to design and carry out appropriate exploration programs on its resource properties; (ii) the ability to produce minerals
from any resource deposits that may be located; (iii) the ability to attract and retain additional key personnel in exploration, marketing,
mine development and finance; and (iv) the ability and the operating resources to develop and maintain the properties held by the Company.
These and other factors will require the use of outside suppliers as well as the talents and efforts of the Company and its consultants
and employees. There can be no assurance of success with any or all of these factors on which the Company’s operations will depend,
or that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able
to successfully carry out such activities. This is especially true as the competition for qualified geological, technical and mining personnel
and consultants is particularly intense in the current marketplace.



Potential Conflicts of Interest: Certain of the Company’s
directors and officers may serve as directors and/or officers of other public and private companies and devote a portion of their time
to manage other business interests. This may result in certain conflicts of interest, to the extent that such other companies may participate
in ventures in which the Company is also participating. The laws of British Columbia require the directors and officers to act honestly,
in good faith, and in the best interests of the Company. In addition, each director must declare his or her interest and abstain from
voting on any contract or transaction in which the director may have a conflict of interest.



Price Fluctuations and Share Price Volatility: In recent
years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market
price of securities of many companies, particularly those considered development stage companies, have experienced wide fluctuations in
price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There
can be no assurance that continual and extreme fluctuations in price will not occur.



22









Surface Rights and Access: Although the Company acquires
the rights to some or all of the minerals in the ground subject to the tenures that it acquires, or has a right to acquire, in most cases
it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable
mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities, however, the enforcement
of such rights can be costly and time consuming. In areas where there are no existing surface rights holders, this does not usually cause
a problem, as there are no impediments to surface access. However, in areas where there are local populations or land owners, it is necessary,
as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface
and carry on mining activities, the Company will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers
for such access, and therefore it may be unable to carry out mining activities. In addition, in circumstances where such access is denied,
or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdictions.
Certain of the Company’s properties are located on land administered by the United States BLM, and access is permitted subject to
the completion of certain filings, tax payments and other obligations as are customary for mineral exploration companies operating in
the State of Nevada.



Exploration and Development Activities are Inherently Risky:
The business of exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into
production. Unusual or unexpected formations, formation pressures, power outages, labour disruptions, explosions, cave-ins, landslides
and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the conduct of exploration
programs. These factors can all affect the timing, cost and success of exploration programs and any future development. Although the Company
carries liability insurance with respect to its exploration operations, the Company may become subject to liability for damage to life
and property, environmental damage, cave-ins or hazards against which it cannot insure or against which it may elect not to insure.



Cost Estimates: The Company prepares estimates of operating
costs and/or capital costs for each operation and project. The Company’s actual costs are dependent on a number of factors, including
royalties, the price of lithium and by-product metals and the cost of inputs used in exploration activities. The Company’s actual
costs may vary from estimates for a variety of reasons, including labour and other input costs, commodity prices, general inflationary
pressures and currency exchange rates. Failure to achieve cost estimates or material increases in costs could have an adverse impact on
the Company’s future cash flows, profitability, results of operations and financial condition.



Future Share Issuances May Affect the Market Price of the Shares:
In order to finance future operations, the Company may raise funds through the issuance of additional Shares or the issuance of debt instruments
or other securities convertible into Shares. The Company cannot predict the size of future issuances of Shares or the issuance of debt
instruments or other securities convertible into Shares or the dilutive effect, if any, that future issuances and sales of the Company’s
securities will have on the market price of the Shares.



Economic and Financial Market Instability: Global financial
markets have been volatile and unstable at times since the global financial crisis, which began in 2007. Bank failures, the risk of sovereign
defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions
in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and
market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined
with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and,
if obtained, the terms that are available to the Company. In the longer term, these factors, combined with the Company’s financial
position could have important consequences, including the following: (i) increasing the Company’s vulnerability to general adverse
economic and industry conditions; (ii) limiting the Company’s ability to obtain additional financing to fund future working capital,
capital expenditures, operating and exploration costs and other general corporate requirements; (iii) limiting the Company’s flexibility
in planning for, or reacting to, changes in the Company’s business and the industry; and (iv) placing the Company at a disadvantage
when compared to competitors that have less debt relative to their market capitalization.



23









Risks of pandemics and general health crises:Global or regional
adverse conditions, such as pandemics or other disease outbreaks (including the COVID-19 global outbreak) or natural disasters are beyond
the Company’s control. As an example, the COVID-19 global outbreak and efforts to contain it may have an impact on the Company’s
business. The Company has implemented various safety measures onsite to ensure the safety of its employees and contractors. The Company
continues to monitor the situation and the impact the virus may have on its projects. Should the virus spread once again, travel bans
remain in place or should one of the Company’s team members or consultants become infected, the Company’s ability to advance
its projects may be impacted. Similarly, the Company’s ability to obtain financing and the ability of the Company’s vendors,
suppliers, consultants and partners to meet obligations may be impacted as a result of COVID-19 and the previous efforts to contain the
virus. The overall global uncertainty related to COVID-19 may present other challenges that are not known at the current time, such as
supply chain interruptions, potential delays in the procurement process, or alterations of business plans by the Company’s strategic
partners.



Despite the limited effects of the COVID-19 pandemic on the Company’s
business to date, the effects on the Company of the pandemic in the context of global spread, limited vaccine availability globally, and
the development of virus variants, including variants that may be more contagious than existing variants, is unknowable.



Current Inflationary pressures: The Company may be impacted
by general inflationary pressures. General inflationary pressures may affect labor and other costs, which could have a material adverse
effect on the Company’s financial condition, results of operations and the capital expenditures required to advance the Company’s
business plans. There can be no assurance that any governmental action taken to control inflationary or deflationary cycles will be effective
or whether any governmental action may contribute to economic uncertainty. Governmental action to address inflation or deflation may also
affect currency values. Accordingly, inflation and any governmental response thereto may have a material adverse effect on the Company’s
business, results of operations, cash flow, financial condition and the price of the Company’s securities.



No Revenue and Negative Cash Flow: The Company has negative
cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating
activities could impede its ability to raise capital through debt or equity financing to the extent required to fund its business operations.
In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they
become due. If the Company does not generate sufficient cash flow from operating activities, it will remain dependent upon external financing
sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.



24









Rights or claims of Indigenous Groups: The Company’s
properties may be located in areas presently or previously inhabited or used by indigenous peoples and may be affected by evolving regulations
regarding the rights of indigenous peoples. The Company’s operations are subject to national and international laws, codes, resolutions,
conventions, guidelines and other similar rules respecting the rights of indigenous peoples, including the provisions of ILO Convention
169. ILO Convention 169 mandates, among other things, that governments consult with indigenous peoples who may be impacted by mining projects
prior to granting rights, permits or approvals in respect of such projects. The Company’s current or future operations are subject
to a risk that one or more groups of indigenous people may oppose continued operation, further development, or new development on those
projects or operations on which the Company holds an interest. Such opposition may be directed through legal or administrative proceedings
or protests, roadblocks or other forms of public expression against the Company or the owner/operators’ activities and may require
the modification of, or preclude operation or development of projects, or may require the entering into of agreements with indigenous
people.



Legal and Litigation: In the ordinary course of the Company’s
business, it may become party to new litigation or other proceedings in local or international jurisdictions in respect of any aspect
of its business, whether under criminal law, contract or otherwise. The causes of potential litigation cannot be known and may arise from,
among other things, business activities, employment matters, including compensation issues, environmental, health and safety laws and
regulations, tax matters, volatility in the Company’s stock price, failure to comply with disclosure obligations or labour disruptions
at its project sites. Regulatory and government agencies may initiate investigations relating to the enforcement of applicable laws or
regulations and the Company may incur expenses in defending them and be subject to fines or penalties in case of any violation and could
face damage to its reputation. The Company may attempt to resolve disputes involving foreign contractors/suppliers through arbitration
in another county and such arbitration proceedings may be costly and protracted, which may have an adverse effect on the Company’s
financial condition. Litigation may be costly and time-consuming and can divert the attention of management and key personnel from the
Company’s operations and, if adjudged adversely to the Company, may have a material and adverse effect on the Company’s cash
flows, results of operations and financial condition.



Decommissioning and Reclamation: Environmental regulators
are increasingly requiring financial assurances to ensure that the cost of decommissioning and reclaiming sites is borne by the parties
involved, and not by government. It is not possible to predict what level of decommissioning and reclamation (and financial assurances
relating thereto) may be required in the future by regulators. The Company’s ability to advance its projects could be adversely
affected by any inability on its part to obtain or maintain the required financial assurances.



Climate change risks: The Company acknowledges climate change
as an international and community concern and it supports and endorses various initiatives for voluntary actions consistent with international
initiatives on climate change. However, in addition to voluntary actions, governments are moving to introduce climate change legislation
and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulation relating
to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset
by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, the Company expects that
this could result in increased costs at its operations in the future.



25









Dividends: The Company has never paid cash dividends on its
Shares and does not expect to pay any cash dividends in the future in favor of utilizing cash to support the development of the Company’s
business. Any future determination relating to the Company’s dividend policy will be made at the discretion of the Company’s
Board of Directors (the “Board” or “Board of Directors”) and will depend on a number of factors,
including future operating results, capital requirements, financial condition and the terms of any credit facility or other financing
arrangements the Company may obtain or enter into, future prospects and other factors the Company’s Board of Directors may deem
relevant at the time such payment is considered. As a result, shareholders will have to rely on capital appreciation, if any, to earn
a return on their investment in the Company’s Shares for the foreseeable future.



Consumables Availability and Costs: The Company’s planned
exploration, development and operating activities, including the profitability thereof, will continue to be affected by the availability
and costs of consumables used in connection with the Company’s activities. Of significance, this may include concrete, steel, copper,
piping, diesel fuel and electricity. Other inputs such as labor, consultant fees and equipment components are also subject to availability
and cost volatility. If inputs are unavailable at reasonable costs, this may delay or indefinitely postpone planned activities. Furthermore,
many of the consumables and specialized equipment used in exploration, development and operating activities are subject to significant
volatility. There is no assurance that consumables will be available at all or at reasonable costs.



Estimates of mineral resources may prove to be inaccurate:
Calculations of mineral resources, mineral reserves and metal recovery are estimates only, and there can be no assurance about the quantity
and grade of minerals until reserves or resources are actually mined. Until reserves or resources are actually mined and processed, the
quantity of reserves or resources and grades must be considered as estimates only. In addition, the quantity of reserves or resources
may vary depending on commodity prices. Any material change in the quantity of resources, grade or stripping ratio or recovery rates may
adversely affect the economic viability of the Projects and the Company’s financial condition and prospects.



No known mineral reserves: Despite exploration work on the
Company’s mineral property interests, to date no mineral reserves have been established thereon. In addition, the Company is still
engaged in exploration on all of its material properties in order to determine if any economic deposits exist thereon. The Company may
expend substantial funds in exploring some of its properties only to abandon them and lose its entire expenditure on the properties if
no commercial or economic quantities of minerals are found. Even if commercial quantities of minerals are discovered, the exploration
properties might not be brought into a state of commercial production. Finding mineral deposits is dependent on a number of factors, including
the technical skill of exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent
on a number of factors, some of which are the particular attributes of the deposit, such as content of the deposit including harmful substances,
size, grade and proximity to infrastructure, as well as metal prices and the availability of power and water in sufficient supply to permit
development. Most of these factors are beyond the control of the entity conducting such mineral exploration. The Company is an exploration
and development stage company with no history of pre-tax profit and no income from its operations. There can be no assurance that the
Company’s operations will be profitable in the future. There is no certainty that the expenditures to be made by the Company in
the exploration and development of its properties will result in discoveries of mineralized material in commercial quantities. Most exploration
projects do not result in the discovery of commercially mineable deposits and no assurance can be given that any particular level of recovery
of mineral reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable)
mineral deposit which can be legally and economically exploited. There can be no assurance that minerals recovered in small scale tests
will be duplicated in large scale tests under on-site conditions or in production. If the Company is unsuccessful in its exploration and
development efforts, it may be forced to acquire additional projects or cease operations.



26









Infrastructure: Mining, processing, development and exploration
activities depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which
affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, or community, government or other interference
in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and
results of operations.



Taxation: The Company is affected by the tax regimes of various
local, regional and national authorities. Revenues, expenditures, income, investments, land use, intercompany transactions and all other
business conditions can be taxed. Tax regulations, interpretations and enforcement policies may differ from the Company’s applied
methods and may change over time due to circumstances beyond the Company’s control. The effect of such events could have material
adverse effects on the Company’s anticipated tax consequences. There is no assurance regarding the nature or rate of taxation, assessments
and penalties that may be imposed.



Previous operations may have caused environmental damage at certain of
the Company’s properties. It may be difficult or impossible to assess the extent to which such damage was caused by the Company
or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective, and the Company
may be responsible for the costs of reclamation.



If any of the Company’s properties move to a development stage, the
Company would be subject to additional risks respecting any development and production activities.



Corruption and bribery laws. The Company’s operations
are governed by, and involve interactions with, many levels of government in other countries. The Company is required to comply with anti-corruption
and anti-bribery laws, including the Criminal Code, and the Corruption of Foreign Public Officials Act (Canada), as well as similar laws
in the countries in which the Company conducts its business. In recent years, there has been a general increase in both the frequency
of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating
anti-corruption and anti-bribery laws. Measures that the Company has adopted to mitigate these risks are not always effective in ensuring
that the Company, its employees or third-party agents will comply strictly with such laws. Furthermore, a company may be found liable
for violations by not only its employees, but also by its contractors and third-party agents. If the Company finds itself subject to an
enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed
on the Company resulting in a material adverse effect on the Company’s reputation and results of its operations.





27









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. Exploration expenditures are transacted
in United States Dollars, Peruvian New Soles and Australian Dollars, and the Company is exposed to risk of exchange rate fluctuation between
the Canadian dollar and these currencies. The Company does not hedge the foreign currency balances.



If any of the Company’s properties move to a development stage, the
Company would be subject to additional risks respecting any development and production activities.



MINERAL
PROPERTIES



TLC Lithium Project



Please refer to the technical report titled “Tonopah Lithium Claims
Project NI 43-101 Technical Report – Preliminary Economic Assessment” (the “TLC Technical Report”) dated
January 31, 2023 and prepared for the Company, as filed on the Company’s SEDAR profile, for detailed disclosure relating to:



| | • | Property Location, Access and Description;
| | - | ------------------------------------------

| | • | History;
| | - | --------

| | • | Geological Setting, Mineralization and Deposit Type;
| | - | ----------------------------------------------------

| | • | Exploration;
| | - | ------------

| | • | Drilling;
| | - | ---------

| | • | Sampling, Analysis and Security;
| | - | --------------------------------

| | • | Data Verification;
| | - | ------------------

| | • | Mineral Processing and Metallurgical Testing;
| | - | ---------------------------------------------

| | • | Mineral Resource and Mineral Reserve Estimates;
| | - | -----------------------------------------------

| | • | Mining Methods;
| | - | ---------------

| | • | Recovery Methods;
| | - | -----------------

| | • | Project Infrastructure;
| | - | -----------------------

| | • | Capital and Operating Costs; and
| | - | --------------------------------

| | • | Exploration, Development and Production.
| | - | ----------------------------------------



The following is an extracted summary of the TLC Technical Report prepared
by prepared by John Joseph Riordan, BSc, CEng, FAusIMM, MIChemE, RPEQ, Valentine Eugene Coetzee BEng, MEng, PrEng, Derek J. Loveday, P.Geo,
Satjeet Pandher, P.Eng., Joan C. Kester, P.Geo, and Sean Ennis, P.Eng., P.E. of DRA, each a Qualified Person (“QP”)
as defined under NI 43-101, together with certain updates since the date of the TLC Technical Report, all of which such disclosure has
been reviewed and approved by Ted O’Connor, a QP. The TLC Technical Report is incorporated by reference herein and for full technical
details, the complete text of the TLC Technical Report should be consulted.



The following summary does not purport to be a complete summary of the
TLC Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the TLC Technical Report and is qualified
in its entirety with reference to the full text of the TLC Technical Report. Readers should read this summary in conjunction with the
TLC Technical Report.



28









Introduction



American Lithium contracted DRA and Stantec Consulting Services to prepare
the TLC Technical Report in accordance with the requirements of NI 43-101. The purpose of this TLC Technical Report was to complete resource
estimates for the TLC Lithium Property.



Independent Stantec QPs inspected the TLC Lithium Property on February
3, 2020. The QPs collected four outcrop samples for assay and eight core samples, which included six samples for assay and two samples
for specific gravity measurements. The samples were transported by the QPs to the Bureau Veritas Mineral Laboratories in Reno, Nevada,
on February 4, 2020. Stantec QPs visited the site again on December 16th and 17th, 2021 including the core shed. Stantec QPs visited the
TLC Lithium Property, collar locations, and core shed facility twice more, on July 20th and 21st, 2022.



Reliance on other Experts



None of the DRA QPs have visited the site but have reviewed all relevant
reports and associated annexures. DRA was given full access to relevant data on the TLC Lithium Project areas and Stantec QP inspection
and site visit reports.



The QPs have relied on expert opinions and information provided by American
Lithium pertaining to environmental considerations, taxation matters and legal matters including mineral tenure, and surface rights. For
full details, see the “Reliance on Other Experts” section of the TLC Technical Report.



Property Description and Location



The Property is located approximately 10 km northwest of the town of Tonopah,
east of Big Smoky Valley and west of the San Antonio Mountain range, Nye County, Nevada as shown on the figure below. The general geographic
coordinates of the Property are N-38°08’52” and W-117°17’04” (4,222,560N, 475,650E, UTM Zone 11, NAD 27).













29

















30











Property Concessions



The TLC Lithium Property is registered with the BLM and Nye County under
the following claimant names: Tonopah Lithium Corp. (formerly 1074654 Nevada (NV) Ltd or Corp), Big Smoky Holdings Inc., and Maran Ventures
Ltd. All claimants are wholly-owned subsidiaries of American Lithium Holdings Corp. which is itself a wholly-owned subsidiary of American
Lithium Corp.. The current registration status includes the results of amalgamations in British Columbia and in Nevada. On August 19,
2021 a British Columbia certificate of amalgamation (BC1320524) was filed beginning the merger process of all claimants under American
Lithium Holdings Corp. Nevada Secretary of State Certificate of Amendment filing number #20211716952 (August 30, 2021) and Article of
Conversion #20222396457 (June 13, 2022) are respective documents converting 1074654 Nevada Ltd and 1301420 Nevada Corporation into Tonopah
Lithium Corp. The Big Smoky Holdings Inc. acquisition took place on September 7, 2021, and Maran Ventures Ltd. in January 2023.



To maintain the claims in good standing, a payment of $165/claim to the
BLM and $12/claim to Nye County must be made by September 1 of each year.













31













32









Accessibility, Climate, Local Resources,
Infrastructure



The Property is approximately 10 km to the north-northwest of Tonopah,
Nevada, and 130 km to the northeast of Bishop, California. The Property is readily accessible from several different directions, but the
most common access is from the paved State Highway 89 (also called Gabbs Pole Line Road) via two dirt roads that travel into the project
area. These dirt roads are approximately 7 km and 10.3 km to the north of junction State Highway 89 and United States Highway US 95. This
junction occurs 4 km west of the town on Tonopah.



Tonopah offers a range of services, such as hotel accommodation, schools,
restaurants, fuel, tourism, and general shopping. Mount Grant General Hospital, located in Hawthorn, Nevada, is the closest hospital,
and is located approximately 170 km from Tonopah. There is a history of mining and exploration in the Tonopah area, and as such, skilled
labor and equipment is available in the area, as well as throughout Nevada. Tonopah is equidistant between two international airports:
McCarran International Airport, located in Las Vegas, Nevada, and Reno International Airport, located in Reno, Nevada. Both centers have
major car and truck rental options available, as well as any necessary amenities.



Power is available along the west side of US 95, which runs northwest to
southeast, approximately 8 km to the southwest of the TLC Lithium Property, or from a powerline that runs past the Crescent Dunes solar
plant approximately 12 km to the northwest of the TLC Lithium Property along the Gabbs Pole Line Road. Cell service is available through
much of the TLC Lithium Project area with most cell providers.



July is the warmest month in the Tonopah region, with an average temperature
of 21.6°C, while the coldest month of the year is January, with an average temperature of -1.3°C. August has the highest average
precipitation, with 18 mm, and December has the lowest at 7 mm.



History



Prior to 2017, the only claims that were held on the current extents of
the TLC Lithium Property occurred briefly in the 1960s and 1970s, and again in 2006, with the 2006 claims lapsing in 2008. There are no
records of work being completed on the claims during these periods.



Geological Setting and Mineralization



The Tonopah mining district lies to the east of a zone of disrupted structure,
known as the Walker Lane tectonic belt, which separates the Sierra Nevada batholith from the Basin and Range province in the Great Basin
of Nevada (Bonham and Garside, 1979). The Great Basin is a tectonic region west of the Rocky Mountains, that spans from southern Oregon
to southern California and Arizona that underwent crustal extension and elevated thermal activity in the mid-Tertiary that developed the
basin and range physiography. The TLC Lithium Property is in the Tonopah mining district, which is centered around the town of Tonopah
in Nye and Esmeralda Counties, Nevada. The TLC Lithium Property is directly to the west of a mountain range and has undergone several
episodes of plutonic and volcanic activity. Plutonism in this area date to the Late Cretaceous, with intrusion of the Fraziers Well pluton
and associated porphyry dykes (Bonham and Garside, 1979). The Siebert Formation is composed of fluvatile and lacustrine epiclastic conglomerates,
sandstone, siltstone, and lesser quantities of subaerially and subaqueously deposited tuffs (Bonham and Garside, 1979).



33









Surface mapping shows the TLC Lithium Property to be generally flat alluvial
outwash plane, which is Quaternary age. The outwash plane is interspersed with shallow washes that draining towards the west. The shallow
washes partially expose underlying fines-dominant sediments and lithic tuffs of the Miocene-age Siebert Formation. Exploration drilling
on the TLC Lithium Property shows the outwash plane surface alluvium to have an average thickness of 13 ft (4 m). Bordering the Property
to the northeast is a rhyolite intrusion that is exposed on the high ground.



The dominant lithology below the alluvial cap, as observed from drill hole
records, are finely laminated claystone beds with lenses of sandstone and conglomerate, and occasional thin volcanic tuff and ash layers.
Collectively, this mixed unit of lacustrine sedimentary beds and minor volcanics is referred to as claystone or “upper claystone”.
Underlying the upper claystone are tuffaceous sandstones and conglomerates collectively referred to as the basal tuff marker beds, which
are grouped with additional lower claystone units. New drilling to the west and northwest demonstrated a continuation of the alternating
clays and tuffs with additional claystone below the basal tuff marker bed. These claystone’s below and including the basal tuff
marker beds are collectively referred to as “lower claystone”. The lower claystone’s suggests a deepening of a paleo
basin westward. Ten significant regional fault blocks were interpreted from the exploration data on the TLC Lithium Property. The highest
and most consistent lithium grades occur in the lower claystone beds that are located east of the F1 Fault.



Exploration



American Lithium completed a surface sampling program on the TLC Lithium
Property in the Fall of 2018, collecting a total of 24 rock samples. Samples were collected from either outcrop or float, labelled accordingly,
logged with geological detail, GPS location recorded and lastly, delivered to an ISO 9001 and ISO/IEC 17025 certified commercial laboratory,
ALS Laboratories in Reno, Nevada for analyses. The analytical results from this outcrop sampling program ranged from 129.5 to 1,380 ppm
Li, and the average grade of the samples taken was 656.5 ppm Li. Grab samples ranged from 129.5 to 1,380 ppm Li, with a mean grade of
608.5 ppm, while the chip samples graded from 131 to 1,340 ppm Li, with a mean grade of 704.5.



In 2020, a sonic drilling campaign completed 7 holes between November 1,
2020 and December 18, 2020. Five holes were drilled central to the TLC Lithium Property and the remaining two were twins of older holes.



In 2021 a reverse circulation (RC) drilling campaign of 6 holes was undertaken
on the north end of the TLC Lithium Property between October 26, 2021 and December 2, 2021.



In November 2021 Pioneer Exploration Consultants Ltd. completed an airborne
magnetic survey over the TLC claims at the request of American Lithium. Three Levelled and Microlevelled Drone Magnetic Survey maps were
generated from this report: Total Magnetic Intensity (TMI-RTP) in nT units, First Vertical Derivative (1VD) in nT/m units, and Analytical
Signal (AS) in nT/m units. The magnetic survey covered only the southern half of the property and was not utilized for the purpose of
resource estimation in this TLC Technical Report.



In 2022 there were 29 RC holes, 10 diamond core holes, and 1 sonic core
hole completed between January 8, 2022 and June 26, 2022. Additional holes to those listed above were completed in 2022 but not all information
was available at the time of the effective date of the TLC Technical Report.



34









During the drilling campaign an American Lithium geologist oversaw the
drilling and sampling operations. In 2022 some drill holes encountered groundwater in the deeper western RC holes and sonic holes where
water was assumed to be perched.



Four vibrating wire piezometers and six monitoring wells were installed
beginning in the fall of 2022 and completed in the winter of 2023. Additionally, beginning in March of 2023, a drilling campaign for a
bulk sample of 10-15 tonnes of high-grade mineralization for metallurgical testwork was started. As part of that program, exploration
holes NE of the known measured resource were planned and results are pending.



Drilling



A combination of reverse circulation (RC), sonic core, and diamond core
holes have been drilled on the TLC Lithium Property. Drilling began in 2019 and is planned to continue in the next few years. The previous
technical report (Loveday, 2021) drillhole database included holes from the 2019 and 2020 winter drilling campaigns and consisted of 24
RC holes and five core holes totaling 29 drill holes. For this TLC Technical Report update, an additional 53 drill holes were completed
for a total of 82 drill holes used to define the MRE. The additional 53 drill holes includes the following: seven sonic core drill holes
during the 2020 summer campaign, six RC drill holes during the 2021 drilling campaign, and during the 2022 campaign: one sonic core, ten
diamond core, and 29 RC drill holes. Four piezometers and six monitoring wells have been installed for hydrogeological baseline work.
Additional exploration holes are planned for 2023 (up to 10), as well as a metallurgical bulk sampling campaign.



Sample Preparation, Analyses and Analyses



The drill samples were transported daily by the American Lithium geologist
to the TLC storage facility (TLC facility) in Tonopah, Nevada where all final sample preparations were completed. This facility is east
of town in a fenced, secured yard with a 800 sq ft warehouse. All samples were either transported by American Lithium personnel to the
laboratories in Reno, Nevada or picked up by laboratory personnel. No independent couriers were involved and sample submittal forms were
generated with the lab deliveries. Specifics on the separate drill type samples are discussed below. Blank samples and certified reference
material (“CRM”) standards are either stored at the facility or securely off-site. After analysis, extra samples including
core, pulps, RC chips, and rejects were returned and archived at the TLC facility or a second secured storage facility in Tonopah.



Reverse Circulation Samples: Once onsite bagged samples were sealed,
they are committed to analyses, with no splitting, logging, or examination allowed. The daily samples, once at the facility, were verified
for sample count and sequence, logged in binders, and reviewed against the drill sampler’s paper records. Quality assurance/ Quality
control (“QA/QC”) samples including CRM standards, blank material, or sample duplicates were inserted about every tenth
sample. RC chips are stored at the storage facilities for further detail logging as needed.



Diamond Drill Core Samples: Once the labeled drill core boxes arrive
at the TLC facility, an American Lithium geologist cross checks and inventories the received boxes and footages. After box numbering is
checked, core is first rinsed if needed, photographed, then measured for recovery and footages, and assessed for RQD properties.



35









Sonic Samples: Sonic samples were collected after sonic core was
logged at the drill site. Sample were labeled consecutively with QA/QC inserts located at either 20-foot or 50-foot intervals. Duplicates
were not generated for the sonic samples.



Quality Control



The primary assay database for the new drill holes was generated directly
from cut and paste insertion of lab edds and then footages appended from drilling records. This database was then given to American Lithium
for review and again reviewed by the QPs with a 10% audit for lithology entries and a 20% audit for assays. The QA/QC database i.e. blanks,
duplicates and CRM’s, were similarly developed and reviewed. The QA/QC database consist of 5,560 samples from 53 additional drill
holes completed since the prior technical report (Loveday, 2021) and 543 associated QA/QC samples. Sample submittal forms were used as
chain of custody documentation upon lab deliveries at each lab. Additional relevant security included emails that were generated from
AAL that provided a more detail list of each sample received once they were confirmed, checked in and logged into their system.



Data Verification



While on-site, the authors of the TLC Technical Report conducted general
geological inspection of the TLC Lithium Property, including a review of the surface formations, downhole lithologies and rock types,
historical diggings, and drill collar locations. The authors reviewed the TLC storage faculties and field data collection procedures on
going at the time. At the storage facilities the TLC core boxes and RC chip trays were found to be well labeled and organized by footage.
The authors were accompanied by American Lithium representatives.



An initial property investigation was completed by QP Derek Loveday on
December 16th and 17th, 2021 which included a visit to the sample storage facilities and the verification of a few drill hole locations
and assay grades. The TLC Lithium Property visit was limited due to poor weather conditions. A second site visit was completed by QP Joan
Kester on July 20th and 21st, 2022. For the second visit the TLC Lithium Property was easily accessible.



The site inspection confirmed that drill hole collars provided by American
Lithium staff were accurate.



Limitation to Data Validation by QP



The QP did not complete the following:



| | · | Laboratory inspections of AAL and Paragon labs were not completed by the QP.
| | - | ----------------------------------------------------------------------------

| | · | The QP did not independently witness sample collection and methodology at the drill pads.
| | - | -----------------------------------------------------------------------------------------



Opinion of the Independent QP



In the QP’s opinion, the field procedures, sample preparation and
log documentation, security, and analytical methods meet industry standards. The quality of the warehouse organization and in process
documentation are adequate. The QP is confident that the samples and associated laboratory datasets, used in the TLC Technical Report
are accurate.



36









Mineral Resource Estimation



In accordance with the requirements of NI 43-101 and the Canadian Institute
of Mining, Metallurgy and Petroleum Definition Standards, the QPs employed at Stantec validated the drill hole and sample data set and
created a geologic model for the purposes of generating lithium resource estimates from the lithium clay deposit within the TLC Lithium
Property.



The geologic model used for reporting of lithium resources was developed
using Hexagon Mining’s geological modelling and mine planning software, MinePlan. The geologic model from which lithium resources
are reported is a 3D block model. The model was developed using the Nevada State Plane Central Zone NAD83 coordinate system and U.S. customary
units.



Lithium resources are contained within the upper and lower claystone beds
deposited on top of a crystalline basement. This mineralized zone is further constrained to within nine faults blocks bounded by near
vertical normal displacement faults and by intrusions in the northeast and northern extremities of the TLC Lithium Property.



The lithium mineral resource estimates are presented in Table 1-1 in U.S.
customary units and Table 1-2 in metric units. The resource estimates are contained within an economic pit shell at constant 45° pit
slope to a maximum vertical depth of 296 m below surface. Lithium resources are presented for a range of cutoff grades to a maximum of
1,200 ppm lithium. All lithium resources on the TLC Lithium Property are surface mineable at a stripping ratio of 2.4 waste yd3 /ton (0.8
m3 /tonne) at the base case cutoff grade of 500 ppm lithium. The effective date of the lithium resource is October 6, 2022.













37















38









Table 1-1







39











Lithium Resource Estimates – U.S. Customary Units







Table 1-2 Lithium Resource Estimates – Metric Units







40









Potential Risks



The accuracy of resource estimates is, in part, a function of the quality
and quantity of available data and of engineering and geological interpretation and judgment. Given the data available at the time, the
estimates presented herein are considered reasonable. However, they should be accepted with the understanding that additional data and
analysis available after the date of the estimates may necessitate revision. These revisions may be material. Mineral resources are not
mineral reserves and there is no assurance that any mineral resources will ultimately be reclassified as proven or probable reserves.
Mineral resources which are not mineral reserves do not have demonstrated economic viability.



Potential risks that may impact accuracy of the mineral resource estimates
are:



| | • | The resource is limited to within nine fault blocks that may shift location given further exploration. Should
        new supporting data support a significant shift in the fault locations this may have a material impact on the resource estimates.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The intrusions and the other volcanics around the extremities of the TLC Lithium Property are only recognized
        from surface mapping. Future exploration drilling in these areas of the TLC Lithium Property may show these intrusions and other volcanics
        extending into the TLC Lithium Property below surface. This may have a material impact on the resource estimates in these regions of the
        deposit.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | QA/QC records of assay blanks and standards indicate that there is potential for inconsistencies in the predicted
        reliability of the lithium assay results received from Paragon laboratories when compared to results received from other laboratories.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Metallurgical test currently under the control of DRA may indicate that the input costs for the practical
        extraction of lithium to be higher than anticipated. Since processing costs are a significant component of LC (or lithium hydroxide monohydrate)
        production, the lithium cutoff grade may be higher than the base case cutoff grade of 500 ppm used for the lithium resource estimates.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Mineral Reserve Estimates



The TLC Technical Report does not include an estimate of reserves. The
level of engineering does not support the preparation of a PFS; therefore, in accordance with the requirements of NI 43-101, the reported
resources cannot be classified as reserves.



Mining Operations/Methods



The characteristics and relatively shallow depth from surface of the mineralized
material make it suitable for open pit mining. The mine plan utilizes an open pit truck/shovel mining method and no drilling or blasting
activities are envisioned. The mining sequence has been optimized to minimize the stripping ratio while maximizing the grade being mined
from the open pit. The base case ramp-up mine plan for the project is based on an initial LC production target of 24,000 t/y (4.4 Mt/y
RoM) for the first six years at an average crusher feed grade of approximately 1,400 ppm. It then steps up to a LC production target of
48,000 t/y (8.8 Mt/y RoM) at an average feed grade of approximately 1,400 ppm until the end of mining from the open pit in year 19.



41









The remainder of the mine plan for the next 21 years is the stockpile drawdown
phase where material stockpiled during active mining operations is re-handled to the primary crusher. LC production ranges from 34,000
– 41,200 t/y as the average feed grade ranges from 1,010-1,210 ppm. The mine plan addresses the pit design criteria, production
sequence, material balances, stockpiling, tailings disposal, utilization of disposal areas, and reclamation. The mine plan also addresses
waste material being stored in external rock dumps or backfilled within the pits. Waste rock dumps would be constructed by end-dumping
using large capacity rear-dump haul trucks.



Mineral Processing and Recovery



From 2019 sample batches were generated from drill cores and reverse circulation
drilling. The samples were dispatched to laboratories for metallurgical scoping, sighter, and investigative testwork. The sample analyses
shown in the table below.









Test Work Scope PEA



As a precursor to the PEA, DRA was tasked to address three process routes
in a trade-off study and to select one option to develop further in the PEA. The three routes considered were Sulfuric Acid Leach, Sulfuric
Acid Bake, and Sulfation Roast. Based on the testwork results and a PEA, the Sulfuric Acid Leach was deemed to be the most suitable option
for the PEA. There were several options within the Sulfuric Acid Leach flowsheet that were also considered, primarily to address the high
concentration of acid-consuming components in the plant feed material. The various options considered are shown in Table 1-3.





42













Infrastructure, Permitting and Compliance



Infrastructure



The TLC Lithium Project consists of an open pit mine and an associated
processing facility along with on-site and off-site infrastructure to support the operation. The conceptual site general arrangement is
illustrated in Figure 1.



Figure 1 – Conceptual Site General Arrangement





43









The TLC Lithium Project will require infrastructure, including site facilities,
a power, gas and water supply, and water storage and tailings facilities. Equipment will also be required, including haulers, dozers,
excavators, graders, maintenance and welder trucks, cranes, forklifts, busses, and pumps.



Site Facilities



The facilities are composed of the following components typical of most
mining and process operations: office building, personnel dry facilities, mine and plant warehouse, reagent storage, mine equipment maintenance
facilities, emergency vehicle facilities, medical clinic, site laboratory, and fuel deports.



Roads



The site will be accessed via a 7 km exploration trail that connects to
paved State Highway 89. This intersection is approximately 4 km north of junction State Highway 89 and United States Highway US 95. This
junction occurs 4 km west of the town on Tonopah. The existing exploration trail will be upgraded to two-lane paved road suitable for
all construction, raw material and product traffic that is expected to occur over the life of the project.



Power Supply



The site will require a substation and approximately 7 km of distribution
powerline to be constructed to provide the necessary power supply to the TLC Lithium Project. At present the TLC Lithium Project has assumed
that this line will be constructed from the existing NV Energy transmission line that operates at 120 kV. A routing for this powerline
has yet to be determined.



Gas Supply



The gas consumption (0.007 t/h) is relatively low, and it is assumed that
the gas supplier will use gas bullets on site that will be replenished by road transport.



Water Supply



The lithium extraction process will require significant water that is not
available on site. American Lithium has secured the required water rights to the north of the TLC Lithium Project area. A 30 km buried
pipeline will be constructed from the water permit areas. This pipeline will parallel State Highway 89 until it reaches the upgraded access
road. At this point it will parallel the access road into the TLC Lithium Project area.



Environmental Factors



An EA was completed in 2021 in accordance with the National Environmental
Policy Act (“NEPA”) for the TLC Lithium Project (BLM, 2021). Another NEPA evaluation will need to be completed
for the commercial-scale TLC Lithium Project activities and area. Environmental justice, migratory birds, Aboriginal religious and cultural
concerns, rangeland management, recreation, social values and economics, soils, special status species (including bald and golden eagles),
surface and groundwater resources, vegetation, and general wildlife were identified as being potentially affected by TLC Lithium Project
activities. Areas of critical environmental concern such farmlands, fish habitat, floodplains, forests and rangelands, human health and
safety, wetlands and riparian zones, wild and scenic rivers, wilderness/wilderness study areas, lands and realty, paleontological resources,
and wild horses and burros were identified as not being present within the TLC Lithium Project area. Air quality, cultural resources,
noxious weeds and invasive and non-native species, hazardous/solid wastes, climate change, geology and mineral resources, and visual resources
were identified as being present but not affected within the TLC Lithium Project area.





44









Permitting Factors



The NDEP-BMRR largely defines the engineering and design requirements around
disposal of mine wastes, water management, and mine closure aspects. However, the BLM may have additional requirements associated with
any activities located on public lands. The current permitting requirements include: (i) a water pollution control permit, (ii) a mine
registry form, (iii) an air quality operating permit, (iv) an environmental impact statement, (v) a state groundwater permit, (vi) a mining
reclamation permit, (vii) NPDES permit, (viii) a permit to appropriate public waters, (ix) a hazardous materials permit, (x) a fire and
life safety permit, and (xi) a count specific use permit. For a full list of permits required, see “Permitting Requirements and
Status” in the TLC Technical Report.



Social Factors



The TLC Lithium Project is located approximately five miles northwest of
Tonopah, Nevada, in Nye County. According to the U.S. Census Bureau, the total population of Nye County in 2020 was reported to be 51,591.
The rural communities located in Nevada are primarily dependent upon the mining industry for employment and economic security. This has
created a supportive, pro-mining culture in these communities where most employees live.



The TLC Lithium Project is located on public lands traditionally used by
the Western Shoshone Tribes and Bands. These communities will be involved in the mine permitting process via required government-to-government
consultation with the BLM. The Company desires to build positive, mutually beneficial, working relationships with the tribal communities
related to its active mineral exploration and development at the TLC Lithium Project, including cultural resource monitoring, employment,
and business supply agreements, as applicable.



Capital Cost Estimates



For mining, an owner-operated fleet has been adopted for the purposes of
the TLC Lithium Project and capital requirements relating to mining cover a two-year pre-production period. Mine infrastructure capital
cost estimates were calculated based on previously designed facilities that were at a more detailed stage than the TLC Lithium Project.
$/unit area costs as well as past budgetary quotes were used when developing capital costs for mine buildings, mine roads and electrical
power for the site. Tailings Storage Facility (“TSF”) capital costs were developed using berm construction volumetrics,
foundation grading and preparation, water management structures, supply of mine rock fill and engineering/design costs. As well as the
geosynthetic cost for the lined facility.



Mining, infrastructure and TSF costs in US$ are shown in Table 1-4, Table
1-5 and Table 1-6.





45









Table 1-4







Table 1-5







Table 1-6





The capital cost estimate for the process plant was compiled based on a
priced mechanical equipment list. Factors were applied to the equipment cost to derive a total plant cost which includes costs for earthworks,
civils, steel, piping and valves, electrical and control equipment, instrumentation, freight, equipment installation and for TLC Lithium
Project indirects. Quotations from suppliers have accounted for approximately 84% of total equipment costs. The process capital totaled
$667 million USD. Non-process infrastructure costs were provided by Stantec. The total capital costs for initial capital and the life
of mine (LoM) are presented in Table 1-7.



Table 1-7 Total Capital Expenditures





46









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.



Operating Cost Estimates



The operating cost estimate was completed from a zero base and presented
in $. Costs associated with power, labor, materials, consumables and general and administration have been included in this estimate.



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.



The overall operating cost estimate is presented in Table 1-8. The breakdown
shows all the costs associated with mine and plant operation covering costs for contractor mining, labor, power, maintenance, reagents,
consumables and general administration.



Table 1-8 Life of Mine Operating Costs Breakdown







This PEA economic analysis is preliminary in nature and includes inferred
mineral resources. The analysis 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 TLC Lithium Project. Annual
cash flow projections are estimated over the life of the mine based on the estimates of capital expenditures, production cost, and sales
revenue.



All production is given in terms of LC. Revenues, for the base-case scenario,
are based on the production of LC product for export, whilst the alternative case presents the speculative economics for additional by-product
(magnesium sulfate) recovery in addition to LC. The analysis has been conducted in constant terms with no consideration given to inflation
or cost escalation of costs or product prices over the life of the TLC Lithium Project. In addition, the analysis is prepared on a 100%
equity project basis and does not consider financing scenarios. Financing related costs such as interest expense, and in-country withholding
taxes on dividends and interest income, are excluded from the economic model.



47









Production Profile



The design basis for the process facility is 4.4 Mt/y, whilst the economic
analysis is based on increasing output over two phases. The schedule is based on processing circa 4.4 Mt/y during phase 1, with a process
plant expansion to circa 8.9 Mt/y in phase 2.



Table 1-9 Milling Rate and Expansion Phases – Base
Case







During both phases, the model assumes that 75% of steady state production
will be achieved in the first year to account for commissioning ramp-up of the processing facilities.



Input Costs and Taxes



The operating costs over life of mine used in the model include mining
operations, process facility operations, estimate for general and administrative costs and estimates for tailings disposal and tailings
management. The total initial capital estimate for the TLC Lithium Project includes pre-stripping for mine development, construction,
direct cost, indirect costs and contingency. The model uses an assumed closure cost of $ 25m at the end of life of mine.



Revenue



Project revenues are estimated based on producing saleable LC products,
as it relates to grade and impurity levels, with no consideration for any by-product revenue in the base-case. Annual revenue is determined
by applying a constant product price over life of mine. The economic analysis has been based on a constant price of $ 20,000 per tonne
of LC produced over the life of mine. The sensitivity to price variances is also presented.



Discounted Cash Flow Summary



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. The analysis includes credits for excess power
generation which is fed back into the grid.



Table 1-10 Discounted Cash Flow Summary Base Case







A summary of the life of mine cash flows for the base-case scenario is
presented in Figure 2.





48









Figure 2 LoM Cash Flow – Base Case





Sensitivity



The results of the sensitivity analysis for the project after taxes are
shown in Figure 3.



Figure 3 Sensitivity Analysis







49







Alternative Case: By-Product Recovery



The possibility exists for recovery of magnesium sulfate monohydrate. This
section presents the potential overall economic outlook for the project should by-product recovery be pursued and realised. Additional
initial capital of $21.6 M is estimated to be required for the additional processing elements in the process facility. Additionally, the
incremental annual operating cost, at steady state, is estimated at $2 M per year, with a sustaining capital allowance of $15.8 M over
life of mine. Table 1-11 presents the speculative discounted cashflow summary should the recovery and sale of magnesium sulfate monohydrate
be realized. The economic potential is based on a sales price of $150 per tonne of magnesium sulfate monohydrate, whilst the sensitivity
to this assumed price is presented graphically in Figure 4.



Table 1-11 Discounted Cashflow Summary – Alternative
Case (Magnesium Sulfate Monohydrate)





Figure 4 Sensitivity Analysis for Magnesium Sulfate Monohydrate Price
Variances





Adjacent Properties



To the northwest of the TLC Lithium Property is the Ray property owned
by Mogul Mountain Holdings Corporation. The Ray property consists of 186 unpatented mining claims under the name Raye and 65 unpatented
mining claims under the name Dustbowl. Within the claim block boundary there are two patented lode claim areas and four unpatented lode
claims, all of which are held by third party entities. Exploration efforts on this property indicate evidence to support both an epithermal
and Carlin-style Ag-Au deposit (Loveday, 2022).



Directly east of the TLC Lithium Property are five active unpatented claims
held by NV Gold Corporation constituting part of their Frazier Dome project. This project area is undergoing exploration of a low-sulfidation,
volcanic-hosted epithermal gold system with high-grade mineralization (NV Gold Corporation, 2023).



50









Blackrock Silver Corporation’s (Blackrock) Tonopah North project,
whose claims are located 1.9 miles (3 km) southeast of the TLC Lithium Property, have reported that a broad lithium zone has been intersected
from drilling encompassing an area 5,200 acres (2,100 hectares). They reported that the lithium zone was similar profile to the lithium
mineralization encountered at the TLC deposit. (Blackrock, 2022).



Interpretations and Conclusions



The PEA for the TLC Lithium Project is based upon limited and time-sensitive
information, such as LC, fuel, utility and reagent pricing. Changes in the understanding of the TLC Lithium Project such as access to
power, social/environmental issues, the ability to convert mineral resources to Mineral Reserves and market demand conditions could have
significant effects on the TLC Lithium Project’s overall economic viability. However, based on the current information, the economics
have revealed an after-tax NPV of $3.26 billion with an after-tax IRR of 27.5% and an after-tax payback period of 3.7 years based on an
average LoM price of $20,000/tonne of LC.



Recommendations



It is recommended that a PFS be completed to further demonstrate the TLC
Lithium Project’s technical and economic viability and to provide a greater degree of confidence in the capital and operating cost
estimates. Further definition of the TLC Lithium Project is required to allow a PFS to be completed and the following is recommended to
further develop the TLC Lithium Project and reduce its technical uncertainty and risk:



| | · | Infill drilling to upgrade the category of the mineral resources;
| | - | -----------------------------------------------------------------

| | · | Geotechnical drilling and material testing to provide data to support future design of pit slopes, mine rock
        storage facilities, stockpiles, TSF’s and mine infrastructure;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Mineralized material characterization (to better define the design data for the crushing and milling circuits);
| | - | ---------------------------------------------------------------------------------------------------------------

| | · | Geotechnical characterization of the proposed filtered tailings materials to support future design and placement
        planning for external and in-pit TSF’s;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Mineralized material variability;
| | - | ---------------------------------

| | · | Process optimization testwork;
| | - | ------------------------------

| | · | Equipment Sizing;
| | - | -----------------

| | · | Magnesium sulfate monohydrate recovery;
| | - | ---------------------------------------

| | · | Engage with equipment vendors to carry out testwork to allow them to offer performance guarantees; and
| | - | ------------------------------------------------------------------------------------------------------

| | · | Engage with vendors of the major packages to better define their scope and investigate possibilities for build,
        own, operate commercial arrangements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



Most of the work above can be incorporated into the PFS in two research
and development categories that should allow, if displaying positive results, a decision in moving the TLC Lithium Project forward, as
follows:



Phase I: Environmental, drilling and geotechnical work: $1.4 million

| | · | Drilling and laboratory rock mechanics test work: $1.0 million
| | - | --------------------------------------------------------------

| | · | Environmental permitting and hydrology: $0.4 million
| | - | ----------------------------------------------------



Phase II: Various test work, optimisation, pilot plant studies, and byproduct
marketing studies: $2.1 million

| | · | Test work and optimisation: $0.5 million
| | - | ----------------------------------------

| | · | Pilot Plant: $1.4 million
| | - | -------------------------

| | · | Byproduct Marketing Study: $0.2 million
| | - | ---------------------------------------



51









Exploration, Development and Production



In 2020 a sonic drilling campaign completed 7 holes between November 1,
2020 and December 18, 2020. Five (5) holes were drilled central to the property and the remaining 2 were twins of older holes. The 2020
sonic holes were drilled by Boart Longyear using a 7” diameter sonic tool.



In 2021 a reverse circulation (RC) drilling campaign of 6 holes was undertaken
on the north end of the TLC Lithium Project between October 26, 2021 and December 2, 2021. The 2021 RC holes were drilled by Harris Exploration
Drilling and Associates (Harris) of San Diego, California using a T-685 Schramm rig completing 5.5” diameter holes using standard
RC methods.



In 2022 there were 29 RC holes, 10 diamond core holes, and 1 sonic core
hole completed between January 8, 2022 and June 26, 2022. The 2022 RC holes were drilled by Harris, diamond core holes by First Drilling
LLC of Montrose, Colorado using a LF-100 rig coring at either PQ3 (3.3” (122.6mm)) or HQ (2.5” (63.5 mm) diameter.



In 2023, the company continues drilling, focusing on a metallurgical bulk
sampling campaign, as well as additional HQ exploration holes, focusing on the north-east of the known resource.



The sonic core hole was drilled by Q&D Construction of Sparks, Nevada
using a 6” diameter tool. During the drilling campaign an American Lithium geologist oversaw the drilling and sampling operations.
In 2022 some drill holes encountered groundwater in the deeper western RC holes and sonic holes where water was assumed to perched.



In November 2021 Pioneer Exploration Consultants Ltd. (Pioneer) completed
an airborne magnetic survey using an Unmanned Aerial Vehicle (UAV) over the TLC claims at the request of American Lithium. The details
of the magnetic survey were recorded in an American Lithium UAV Aeromagnetic Survey Logistics Report. Three Levelled and Microlevelled
Drone Magnetic Survey maps were generated from this report: Total Magnetic Intensity (TMI-RTP) in nT units, First Vertical Derivative
(1VD) in nT/m units, and Analytical Signal (AS) in nT/m units.



Process development at the TLC Lithium Project has been significant as
the project moved towards selecting sulfuric acid counter-current leaching on beneficiated clays. While focusing on standardized equipment,
a great deal of project specific knowledge has been gained and the advancement to pre-feasibility and feasibility levels is planned to
be efficient.



An additional 15 RC holes and 30 diamond core holes were completed at TLC
after June 2022. These holes have not yet been incorporated into the existing updated mineral resource or PEA mine plan. Further exploration
drilling is planned northeast of the PEA mine plan area for spring 2023 following up positive results from late 2022 drill holes, with
5 new holes initially. Additional exploration holes are anticipated, however, these will be based on the results of the new exploration
holes.



A large diameter core drilling program (PQ-sized 3.35”(85 mm)) started
in March 2023 to collect a 10-15 tonne sample of high-grade TLC mineralized claystone from 10-15 drill sites throughout the PEA mine plan
area. The bulk sample material will be used for metallurgical and comminution deposit variability and optimization work and future closed-cycle
pilot test work as part of the PFS and ultimately towards feasibility.



52









The description in this section of the Falchani Lithium Project (the “Falchani
Lithium Project”) is based on the Falchani Lithium Project’s technical report: Falchani Lithium Project NI 43-101 Technical
Report – Preliminary Economic Assessment dated March 19, 2020 with an effective date of February 4, 2020) (the “Falchani
Technical Report”), together with certain updates since the date of the Falchani Technical Report. The Falchani Technical Report
was prepared in accordance with NI 43-101 by 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 QPs within the meaning of NI 43-101. The following description has been
prepared under the supervision of Ted O’Connor, the Executive Vice-President and Technical Advisor of the Company, who is a QP 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 AIF. We recommend you read the Falchani Technical Report in its entirety to fully understand
the Falchani Lithium Project. You can download a copy from Plateau’s SEDAR profile (www.sedar.com).



See also “General Development of the Business – Subsequent
Events to February 28, 2023” for additional updates and activities on the Falchani Lithium Project.



Mineral resources that are not mineral reserves do not have demonstrated
economic viability.



The PEA described in this section is preliminary in nature and include
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 mineral reserves, and there is no certainty that the PEA will be realized. Additional work is required
to upgrade the mineral resources to mineral reserves. In addition, the mineral resource estimates could be materially affected by environmental,
geotechnical, permitting, legal, title, taxation, socio-political, marketing or other relevant factors.



Cautionary Note Regarding Concessions



32 of the of the 174 Falchani Lithium Project and the Macusani Uranium
Project concessions originally held by American Lithium’s subsidiary Macusani, are currently subject to the Processes in Peru to
overturn resolutions issued by INGEMMET and MINEM in February 2019 and July 2019, respectively, which declared Macusani’s title
to the 32 concessions invalid due to late receipt of the annual validity payment. Macusani successfully applied for injunctive relief
on these 32 concessions in a court in Lima, Peru, and the grant of the Precautionary Measures (Medida Cautelar) has restored the title,
rights, and validity of those 32 concessions to Macusani. On November 2, 2021, the Company was made aware that the judicial ruling in
relation to those 32 concessions had been issued in favour of the Company. The ruling restored full title to these concessions. On November
26, 2021, the Company confirmed that appeals of the judicial ruling were lodged by INGEMMET and MINEM, and subsequently other parties.
The appeal will be considered by a higher court tribunal currently scheduled for September 7, 2023. If American Lithium’s subsidiary
Macusani does not obtain a successful resolution to the Processes, Macusani’s title to the 32 concessions could be revoked. However,
the Company would then have further recourse through an appeal to the Supreme Court.



53









Falchani Lithium Project (“Falchani
Project”) and Macusani Uranium Project (“Macusani Project”) – Puno, Peru



Through the acquisition of Plateau Energy Metals Inc. and its Peruvian
operating company subsidiary, Macusani Yellowcake SAC, the Company acquired title to, or has court injunctions preserving title on, over
930 km2 of mineral concessions in the Province of Carabaya, Department of Puno in southeastern Peru. The project land position
was the result of several consolidation transactions between 2007 and 2014 (see Map, below). Additional recent mineral concession acquisitions
have increased the total surface area to 1090 km2.







Falchani Lithium Project Description,
Location and Access





The Falchani Lithium 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 southeast of Lima and about
220 km by the Interoceanica Highway from Juliaca in the south, two roads connect the Falchani Lithium Project to the Interoceanica Highway
and are accessible year-round. The Falchani Lithium Project envisages an open pit mine and an associated processing facility along with
onsite and off-site infrastructure to support the operation.



54









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 Uranium Project Area (“MPA”). Two unpaved roads connect
the Falchani Lithium Project to the IH and other unpaved roads, generally in good condition, connect the Falchani Lithium 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 2-1. Macusani is 100% controlled and 99.5% owned by the Company.
Please refer to the Cautionary Note Regarding Concessions section in this AIF.



Table 2-1 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.



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 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 Macusani 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.



55









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, 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 “Concessions 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, 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’s legal title to the concessions. Applications for injunctive relief through Precautionary
Measures (Medida Cautelar) resulted in the grant of such relief on 17 concessions in November 2019, and on the remaining 15 concessions
in March 2021. Macusani has since obtained a successful resolution of the Processes, and Macusani’s title to the concessions was
restored on November 2, 2021. On November 25, 2021, the judicial ruling issued in favour of Macusani, in relation to title to 32 disputed
concessions was appealed by INGEMMET.



The Falchani Technical Report presents a “Base Case” scenario
which is inclusive of both the Falchani and Ocacasa 4 concessions. If the Company does not obtain a successful resolution of Processes,
Macusani’s title to the concessions could be revoked, including title to the Ocacasa 4 concession and the Falchani Lithium Project
would proceed as presented in the Alternative Case (below). The “Alternative Case” scenario presented represents only the
Falchani concession to demonstrate the economic value as if the Falchani concession were a standalone or phase 1 project in light.



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.



56









Macusani Yellowcake Inc. was a Canadian uranium exploration and development
company focused on the exploration of its properties on the Macusani Plateau since 2007, and actively exploring in the Macusani area since
that time. 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. acquired additional properties through the acquisition
of Contact Uranium/Ram Resources’ concessions in June 2009, and Solex Resources Corp/Frontier Pacific Mining Corporation’s
(“Frontier Pacific”) concessions in June 2012. 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 these transactions, 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.



No meaningful exploration, apart from the regional exploration described
in the Falchani Technical Report, was undertaken prior to 2017 on the Falchani Lithium Project. All 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 Lithium 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).



57









Limited mineralogical work has been undertaken on samples from the Falchani
Lithium Project to date, but the understanding of the stratigraphy has evolved through exploration mapping and drilling programs. In the
immediate vicinity of the boreholes drilled at the Falchani Lithium 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 commenced. The interpretation of the geological environment and lithium deportment at the Falchani Lithium 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 LC 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 Lithium 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



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. Macusani has conducted ground-based radiometric surveys from a hand-held scintillometer over large portions
of its properties as a guide for its drilling programs.



58









Exploration was initiated at the Falchani Lithium Project as a result of
a radiometric anomaly. In addition to the radiometric information, Plateau has undertaken surface sampling and at the end of April 2018,
had 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 Lithium Project at the end of January 2019 was 51.



Drilling



Two diamond drilling programs have been completed at the Falchani Lithium
Project. The first campaign was initiated in 2017, and the second program continued to the end of December 2018. In total, 51 drill holes
have been drilled by Macusani totaling 14,816m from 15 platforms as shown in 0-2.



Table 2-2 Drilling program summary



|Deposit | Number
        of Drill holes | Length of Drilling
                                                                                (m) | No.
        of Samples (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 drill holes 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 drill holes 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 drill hole) 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.



59









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 aluminum 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 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 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 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 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 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.



60









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 Lithium Project in 2017. Plateau inserted standards,
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 Lithium 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 drill hole 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 StudioTM 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 TECMMINE 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 LC. 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.



61









The process flow sheet was developed by DRA, working with ANSTO and with
input from M.Plan International. 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 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 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.



Subsequent to the date of the Falchani Technical Report, on April 8, 2020,
results from the preliminary test work program (“Program”) focused on recovery and precipitation of sulfate of potash,
rubidium and caesium concentrate from a pregnant leach solution (“PLS”) created from the Falchani Lithium Project PEA.



Highlights of the Program:

| | · | The Program was run on a sample of Falchani lithium-rich tuff material at the same conditions as the lithium
        leaching studies published by the Company in the PEA with concentrations of 3,400 ppm lithium; 3 wt% K; 600 ppm Cs and 1,400 ppm Rb;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Extractions of the following metals (from lithium-rich tuff into sulfate solution via previous test work and
        supported in this Program):
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Potassium (“K”): 43%
| | - | --------------------

| | o | Caesium (“Cs”): 84%
| | - | -------------------

| | o | Rubidium (“Rb”): 67%
| | - | --------------------

| | · | Excellent rejection of aluminum using ‘simple’ neutralization with lime or high temperature treatment
        (calcination);
| | - | ----------------------------------------------------------------------------------------------------------------------------

| | · | Caesium precipitation: selective crystallization of >99% of the Cs and Rb from PLS, along with some K,
        by cooling to between 20 and 30°C following the PEA flowsheet (above); and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Precipitation of approximately 18% of K from leaching of feed material through to PLS at temperatures below
        20°C to a purified K-alum in the first pass, with future test work potentially optimizing the yield.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Mineral Resource Estimates



The drill hole 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 hanging wall and
footwall of the Lithium-rich tuff, respectively. The mineralized zones are interpreted to form a broad basin, dipping gently to the north-northeast.
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 center. 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 Lithium 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.



62









TMC imported the drill hole data contained in Plateau Microsoft Access
database into Datamine StudioTM. 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 Strat3DTM modelling software, applying Inverse Distance interpolation of the zone thickness. The surface topography used
to constrain the mineral resource model was generated using Google EarthTM 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 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,
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 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’s title to the
Ocacasa 4 concession invalid due to late receipt of the annual validity payment. Applications for injunctive relief through Precautionary
Measures (Medida Cautelar) resulted in the grant of such relief on 17 concessions in November 2019, and on the remaining 15 concessions
in March 2021. If the Company does not obtain a successful resolution of Processes, Macusani’s title to the Ocacasa 4 concession
could be revoked and the Falchani Lithium Project would then have to proceed as presented in the Alternative Case.



63









Both cases consider only the lithium-rich bearing tuffs (“LRT”),
namely LRT1, LRT2, and LRT3, three of five geological units presented in the Falchani Lithium Project technical report, effective March
1, 2019, titled “Mineral Resource Estimates for the Falchani Lithium Project in the Puno District of Peru”, prepared by TMC
and filed under Plateau’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 PEA, however, owing to the current mineral tenure
dispute, for the Alternative Case, only the Falchani Concession mineral resource estimate has been considered. Please refer to the Cautionary
Note Regarding Concessions section in this AIF. 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. 0 summarizes
the Indicated and Inferred mineral resources for the Base Case, effective 1 March 2019, based on a 1000ppm lithium cut-off grade.



Table 2-3 Falchani Lithium Project
Mineral Resources (Base Case) effective 1 March, 2019



|License   | Classification | Zone
        (1) | Tonnes
         (Mt) | Grade
         (Li ppm) (2) | Li2O
        (%) | Li2CO3
        (%) | Contained Li2CO3 (Mt)
|--------- | -------------- | ---------------- | -------------------- | --------------------------- | ---------------- | ------------------ | ---------------------
|Falchani  | 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                 | 1.58                        | 0.78            
|Inferred  | 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            
|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            
|Ocacasa 4 | Indicated      | 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            
|LRT3      | 2.00           | 3 658            | 0.79                 | 1.95                        | 0.04            
|LBX       | 2.00           | 1 379            | 0.30                 | 0.73                        | 0.01            
|Total     | 11.53          | 2 926            | 0.63                 | 1.56                        | 0.18            
|Inferred  | 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            
|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

2Li Conversion Factors as follows: Li:Li2O=2.153; Li:Li2CO3=5.323;
Li2O:Li2CO3=2.473



64









0 summarizes the Indicated and Inferred mineral resources for the Alternative Case, effective
1 March 2019, based on a 1000ppm lithium cut-off grade.



Table 2-4 Alternative Case Falchani
Lithium Project Resources (effective 1 March, 2019)



|License  | Classification | Zone
        (1) | Tonnes
         (Mt) | Grade
         (Li ppm) (2) | Li2O
        (%) | Li2CO3
        (%) | Contained Li2CO3 (Mt)
|-------- | -------------- | ---------------- | -------------------- | --------------------------- | ---------------- | ------------------ | ---------------------
|Falchani | 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              
|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

2Li Conversion Factors as follows: Li:Li2O=2.153; Li:Li2CO3=5.323;
Li2O:Li2CO3=2.473





65









Mineral Reserve Estimates



At the present level of development there are no mineral reserves quoted
for the Falchani Lithium Project (the “Mineral Reserves”). 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 optimization and conceptual production schedules to
support the Falchani Technical Report was completed in order to assess the potential of the Falchani Lithium Project. Highly volatile
lithium market supply and demand conditions could have significant effects on the Falchani Lithium 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 days week and 353 days per year.



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 Lithium 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 mineralized 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 mineralized material
with an average Li grade of 3,338ppm. The stripping ratio is low at 0.97:1, waste to mineralization, 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 2-4:





66









Table 2-4 Base Case Mineral Resource
Summary



|Base Case Mineral Resources in Optimisation Engineered
|------------------------------------------------------
|Parameter                                             
|Mine Production
        Life                          
|Diluted/Recovered
        Process Feed Material       
|Diluted Li grade
        (mill head grade)            
|Contained LCE
        (Mt)                            
|Waste                                                 
|Total Material                                        
|Strip Ratio                                           



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 mineralized 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 Lithium
Project is approximately 33 years, (including 6 months pre-production), based on the 145Mt of Indicated and Inferred mineral resources.
The 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 mineralization. Production plant ramp-ups for the Base Case are detailed in Table 2-5:



Table 2-5 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               



67









Processing and Recovery Operations



The Falchani Lithium 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:



| | • | Mineralized Material Handling;
| | - | ------------------------------

| | • | Crushing & Grinding;
| | - | --------------------

| | • | Acid Leaching;
| | - | --------------

| | • | Pre-neutralisation;
| | - | -------------------

| | • | Neutralisation;
| | - | ---------------

| | • | 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 mineralized
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.



68









Figure 5 Acid Leach Block Flow Sheet
Diagram







Infrastructure, Permitting and Compliance
Activities



An investigation into infrastructure requirements for the Falchani Lithium
Project revealed the following requirements for the Falchani Lithium Project site.



| | · | Access road;
| | - | ------------

| | · | Raw water supply;
| | - | -----------------

| | · | Power transmission line and sub-stations;
| | - | -----------------------------------------

| | · | Emergency power;
| | - | ----------------

| | · | General site services;
| | - | ----------------------

| | · | Buildings; and
| | - | --------------

| | · | Tailings transportation and storage.
| | - | ------------------------------------



Access Road



The existing connecting road between the highway and the Falchani Lithium
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 Lithium Project has assumed a new road starting at the diversion that is currently
used to access the area of the Falchani Lithium 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 PEA, 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 Lithium Project’s development.



69









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 Lithium 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 Lithium 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 TSF). 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
TSF. 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 utilized throughout the life of the Falchani
Lithium Project. The Base Case will utilize a total of three deposition locations over LoM based on capacity requirements.



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 labour, 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 (the “Baseline Study”)
undertaken by ACOMISA, a Lima-based environmental consulting company and continued in collaboration with Anddes Asociados S.A.C. (“Anddes”)
is ongoing. The Baseline Study was expanded to include each of the Falchani Lithium 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. This expanded
Baseline Study was accepted by the Peruvian Government Agency SENACE (Servicio Nacional de Certificacion Ambiental) and built on previous
environmental monitoring that was started by the Company in 2010 during the exploration phase of work. The Baseline 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. 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.



70









The Falchani Lithium Project lies outside of the Corani-Macusani Area of
Cultural and Archaeological Significance (“Archaeological Area of Interest”). Archaeological studies completed as part
of our exploration program permitting and recent EIA study work have shown that to date, there are no sites of cultural or archaeological
significance affecting the Falchani Lithium Project. The local landscape, landforms, higher elevation and rock weathering style at the
project was not conducive for hosting, or preservation of, sites of archaeological significance. An overview of the results of the archaeological
studies, including excavations available to date, is being prepared for presentation to the Ministry of Culture of Peru.



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 Lithium Project. The development of the Falchani Lithium 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; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | 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; and
| | - | -------------------------------------------------------------

| | o | Low CO2 transport and logistics for consumables.
| | - | ------------------------------------------------



Capital and Operating Costs



A contractor-operated fleet has been adopted for the purposes of this Falchani
Lithium 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 Lithium 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 Pacific 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 2-6
shows the capital cost summary for the Falchani Lithium Project by area presented in US$.





71









Table 2-6 Capital Expenditure –
Base Case(1)



|Area                                                         | Phase
        I (Initial), US$’000 | Phase
        II, US$’000 | Phase
        III, US$’000 | Total
        Capital (LoM), US$’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. contingency) | 53,618                             | 7,321                     | 112,113                    | 173,049                             
|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 Lithium Project.



The prepared estimate is classified by DRA Pacific 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 contingency
of 0% has been applied to the Falchani Lithium Project operating costs due to the level of scope definition. The overall operating cost
estimate is presented in Table 2-7 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 2-7 Operating Costs – Base
Case



|Description                         | Unit                 | Phase
        I | Phase
        II | Phase
        III | LoM         | %
        of Total (LoM)
|----------------------------------- | -------------------- | --------------- | ---------------- | ----------------- | ----------- | ------------------------
|Total
        Material Milled       | tonnes               | 11,500,000      | 16,500,000       | 117,453,660       | 145,453,660 | -                       
|Lithium
        Carbonate Produced  | tonnes               | 173,096         | 240,269          | 1,666,748         | 2,080,113   |                         
|Mining
        Costs                |                      |                 |                  |                   |             |                         
|Total
        Cost                  | US$’000              | 92,842          | 88,212           | 492,779           | 673,832     | 8                       
|Mining
        Unit Cost            | US$/t
        Milled | 8.07            | 5.35             | 4.20              | 4.63        | -                       
|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                      
|Process
        Unit Cost           | US$/t
        Milled | 54.18           | 50.38            | 48.60             | 49.24       | -                       
|Process
        Unit Cost           | US$/t
        LCE    | 3,599           | 3,460            | 3,425             | 3,443       | -                       
|G&A
        Costs                   |                      |                 |                  |                   |             |                         
|Total
        Cost                  | US$’000              | 42,000          | 37,000           | 178,000           | 257,000     | 3                       
|G&A
        Unit Cost               | US$/t
        Milled | 3.65            | 2.24             | 1.52              | 1.77        | -                       
|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 Cost | US$/t
        Milled | 0.90            | 0.90             | 0.98              | 0.97        | -                       
|Tailings
        Disposal Unit Cost | US$/t
        LCE    | 60              | 62               | 69                | 68          | -                       
|Total
        Operating Costs       |                      |                 |                  |                   |             |                         
|Total
        Operating Costs       | US$’000              | 768,203         | 971,334          | 6,493,873         | 8,233,409   | 100                     
|Overall
        Unit Operating Cost | US$/t
        Milled | 66.80           | 58.87            | 55.29             | 56.60       | -                       
|Overall
        Unit Operating Cost | US$/t
        LCE    | 4,438           | 4,043            | 3,896             | 3,958       | -                       





72









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 Lithium 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 Lithium Project. 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
NPV of US$ 1.55bn with an 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 Lithium 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 2-8.



73









Table 2-8 Discounted Cashflow Summary
– Base Case



|Description                           | Units            | Trailing Average LoM Price
        US$ 12,000/t | BMI
        LoM Price 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 6, has been conducted assessing
the impact of variations in capital cost, operating cost, LC selling price and reagent pricing (lime, limestone and sulphur). Each variable
is assessed in isolation to determine the impact on NPV and IRR.











74









Figure 6 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 2-9. 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 Lithium 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.





75









Table 2-9 Discounted Cashflow Summary
– Alternative Case



|Description                           | Units            | Trailing Average LoM Price
        US$ 12,000/t | BMI
        LoM Price 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 2-10 and Table 2-11, respectively.











76











Table 2-10 Discounted Cashflow –
Base Case









77









Table 2-11 Discounted Cashflow –
Alternative Case









78









Falchani Ongoing Exploration & Development Work



Exploration work including trenching and sampling started in the Quelcaya
village area where new occurrences of Li-rich rocks were initially reported in 2019. The recent prospecting and mapping activities demonstrate
that the new lithium occurrences in the vicinity of the Quelcaya village are more extensive than initially modelled. These results were
released May 20, 2021, and additional prospecting and mapping work continues.



As announced August 24, 2022, hydrology drilling has commenced with a 10-hole
diamond drill program that is part of the environmental work required for a pre-feasibility study on the Falchani Lithium Project with
the initiation of an EIA with SRK Peru.



Exploration and development work is currently being planned and permitted
to support extension/in-fill drilling at the Falchani lithium deposit and initial exploration drill testing of three new lithium target
areas at Quelcaya. Final permits for the Quecaya exploration area were received May 5, 2023, with Falchani permits expected shortly thereafter.



Local affected community acceptance and approvals have been granted and
archeological and environmental sampling work has been completed. The Falchani drill program is planned to commence following receipt
of exploration permits from Peruvian authorities, expected shortly.



Substantial processing work continues at ANSTO Minerals in Australia. This
work is focused on unlocking the by-product potential of SOP and cesium, which are present in significant quantities in the Falchani lithium
mineralization, with the ability to incorporate SOP already showcased and reported on.



Macusani Uranium Project – Peru



The description in this section of the Macusani Uranium Project (the “Macusani
Uranium Project”) is based on the Macusani Uranium 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”), together with certain updates since the date of 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; Mr. David Young BSc (Hons), FGSSA, FSAIMM, FAusIMM, Pr Sci Nat, of TMC; and Mr. Mark
Mounde B.Eng., CEng MIMMM, of Wardell Armstrong International Limited; all QPs within the meaning of NI 43-101. The following description
has been prepared under the supervision of Ted O’Connor, Executive Vice-President and Technical Advisor of the Company who is a
QP 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 AIF. We recommend you read the Macusani Technical Report in its entirety to fully understand
the Macusani Uranium Project. You can download a copy from Plateau’s SEDAR profile (www.sedar.com).



79









Mineral resources that are not mineral reserves do not have demonstrated
economic viability.



The PEA described in this section is preliminary in nature and include
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 mineral reserves, and there is no certainty that the PEA will be realized. Additional work is required
to upgrade the mineral resources to mineral reserves. In addition, the mineral resource estimates could be materially affected by environmental,
geotechnical, permitting, legal, title, taxation, socio-political, marketing or other relevant factors.



Macusani Uranium Project Description,
Location and Access



Following the acquisition of Plateau, the Company has several uranium prospects
on the Macusani Plateau with concessions being held by Plateau’s Peruvian operating company subsidiary, Macusani, formerly 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’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 Uranium Project is approximately 650 km southeast 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 Uranium
Project are Macusani, 25 km to the southeast of the Macusani Uranium Project area, and Corani, 14 km to the northwest of the Macusani
Uranium Project. Two unpaved roads connect the Macusani Uranium Project to the Interoceanica Highway, one via Tantamaco, and the other
via Macusani. This highway links up to regional logistics infrastructure, including the national road network, Juliaca and other airports,
and Ilo (Callao) shipping port.



The closest airport to the Macusani Uranium 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 Uranium Project. The Macusani Uranium Project
includes the mining concessions listed below.



80









Table 3 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. 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.
| | - | ------------------------------------------------------------------



Macusani successfully applied for injunctive relief on these 32 concessions
in a court in Lima, Peru, and the grant of the Precautionary Measures (Medida Cautelar) has restored the title, rights, and validity of
those 32 concessions to Macusani. On November 2, 2021, the Company was made aware that the judicial ruling in relation to those 32 concessions
had been issued in favour of the Company. The ruling restored full title to these concessions. On November 26, 2021, the Company confirmed
that appeals of the judicial ruling were lodged by INGEMMET and MINEM, and subsequently other parties. The appeal will be considered by
a higher court tribunal in due course and is anticipated to be heard in 2023. If American Lithium’s subsidiary Macusani does not
obtain a successful resolution to the Processes, Macusani’s title to the 32 concessions could be revoked.



81









Please refer to the Cautionary Note Regarding Concessionssection
included in this AIF and wording in the Falchani section above which contains details on the Process relating to 32 of the Macusani concessions.



The properties comprising the Macusani Uranium 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 (“Contact Uranium”).
Additionally this concession is currently outside of the Macusani Technical Report.



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. Macusani Yellowcake Inc. acquired additional properties through the acquisition
of Contact Uranium/Ram Resources’ concessions in June 2009, and Solex Resources Corp/Frontier Pacific Mining Corporation’s
concessions in June 2012. In 2007, Cameco Corporation (and its wholly owned subsidiary Cameco Global Exploration Limited) (“Cameco”)
entered into a joint venture with 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 Macusani Plateau. Under the terms of the transaction, Macusani acquired 100% of Azincourt’s Peruvian subsidiary, Minergia.
Arising from these transactions, 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.



82









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, 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.



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 mineralization at 50 m to 100 m intervals. Contact
Uranium undertook a drilling campaign beginning in 2007 which comprised some 193 diamond drill holes. Global Gold subsequently drilled
a further 26 drill holes. All holes were drilled to a depth of approximately 50m, bringing the current status of drilling to 11,818m from
219 drill holes. TMC prepared a mineral resource estimate based on those drill holes for which completed analytical data was available,
totaling 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 program
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 drill holes have been drilled.



During the IUREP (defined below) project, trenching and limited underground
adits 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 adits 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 Tupurumani Deposits on the basis of the results of ground
radiometric surveys.



83









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 drill holes. 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 drill holes 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 drill holes on 23
platforms, totalling 5,425 m. In 2006, Vena drilled 8 diamond drill holes at the Nueva Corani deposit, totalling 679 m. From 2007 to 2010,
Minergia drilled 48 diamond drill holes at Nueva Corani totalling 6,282 m. The exploration database for the Corani complex comprises lithological,
sampling, topographical and drill hole survey data. All drill hole 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 drill holes 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 drill hole drilling. On Agaton, a total of 52 drill holes from 12 platforms were drilled,
totaling 2,300 m of drilling. The Sayaña West drilling program comprised 34 drill holes drilled from 9 platforms. A total of 2,245
m of drilling was completed. Drilling on Sayaña Central concluded with a total of 94 drill holes totaling 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.



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 and extrusives.
The known uranium 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 mineralization
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
Uranium 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.



84









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 mineralization is interpreted to be hosted in a flat dipping acidic tuff. Uranium mineralization
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 mineralization (either fracture and / or dissemination) is more concentrated, are identifiable by
analysing uranium distribution profiles in drill hole core, and are occasionally observable in outcrop. These mineralized zones, referred
to locally as “Mantos”, typically have a horizontal or sub-horizontal orientation, and can vary from several metres to tens
of metres in thickness. Various samples of rhyolite outcrop with differing amounts and styles of mineralization 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 mineralization 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 mineralization 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 analyzed 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 mineralization within
fractured acidic pyroclastics is not a common form of uranium mineralization. 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 mineralization.



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 scintillometer 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 programs.



85









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 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 drill holes 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 mining concession
footprint that is underlain by the Quenemari 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 drill holes 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 drill holes amounting to a metreage of
more than 10,000 m. Global Gold drilled an additional 26 drill holes bringing the total drilling to 11,818 m from 219 drill holes as detailed
in Table 3-1 below.



Table 3-1 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 drill holes, which represent some 12,673.2 m of drilling from 32 platforms. The drilling statistics are shown
in Table 3-2 below.



86









Table 3-2 Drilling Summary –
Colibri complex









The mineralization 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 mineralization 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 programs 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 drill holes and Minergia drilled 139 drill holes. The drilling summary is shown in
Table 3-3.



Table 3-3 Drilling Summary –
Kihitian complex









Isivilla complex



The original drilling program for the Puncopata and Calvario I deposits
was undertaken by Frontier Pacific. A total of 96 diamond drill holes 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 drill holes were accepted by Global Gold. Within
the Puncopata deposits, a total of 34 drill holes were accepted. The Calvario Real prospect was evaluated through 1,628 m of drilling
in 9 drill holes. The drilling summary is shown in Table 3-4.



87









Table 3-4 Drilling Summary –
Isavalla complex









Prior to 2011, only minimal drilling of the Isivilla deposit comprising
7 drill holes totalling 617 m had been carried out. In 2011, a total of 2,980 m was drilled through 20 additional holes. This drilling
identified mineralization that stretches through the southern and central parts of the Isivilla prospects from surface to a depth of 80
m.



Corani complex



Diamond drilling programs 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 3-5.



Table 3-5 Drilling Summary –
Corani complex









Sayana Complex



Diamond drilling programs were conducted by Solex over the Agaton, Sayaña
West and Sayaña Central deposits. A total 180 drill holes were drilled as detailed in Table 3-6.



Table 3-6 Drilling Summary –
Corani complex







88











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
(“Ram Resources”). 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 included in this section.
Sampling was from the whole core over the entire length of the drill hole. 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 based on visual observation of the mineralization 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 Microsoft
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 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 (Juliaca)



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.



89









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-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 0.25 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 analyzed
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, 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 drill hole logs indicate that for each drill hole, the following work was undertaken / recorded:



| | · | Detailed sample, lithological descriptions;
| | - | -------------------------------------------

| | · | Core recovery;
| | - | --------------

| | · | Core angle;
| | - | -----------

| | · | Count per second scintillometer results at 5 cm increments; and
| | - | ---------------------------------------------------------------

| | · | Core photographs.
| | - | -----------------



90









It is understood that the samples were analyzed 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 mineralization can be identified. TMC recommends that Global Gold undertake a modest validation drilling
program 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. 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 mineralization and assisted by radiometric measurements. Prior to the logging of the drill holes 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 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
analyzed 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 analyzed are considered suitable as QA/QC data. Although the analytical methods
and protocols for the samples sent to CIMM were not verified by the QP, 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.



91









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
mineralization 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 drill holes. 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 program 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 mineralization 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 mineralization exists. A reasonable co-incidence between sample result and re-analysis is illustrated.



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 drill holes 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 drill hole core is available as a result of full-core
sampling. TMC considered the following factors in concluding the data is suitable for mineral resources estimates for at least the Inferred
category:



92









| | • | The well-ordered and reasonably comprehensive nature of the dataset;
| | - | --------------------------------------------------------------------

| | • | Core photographs;
| | - | -----------------

| | • | Correlation of the mineralization 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 mineralization 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.



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 Uranium 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 3-7 was completed predominantly on samples from Colibri Complex. The Minergia testwork was conducted on samples from the
Isivilla Complex. Any other exceptions are stated.



93









Table 3-7 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 extraction    | CYANEX 272 loading: Diluent: Kerosene; Modifier: Solvesso 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 extraction    | ALAMINE Loading: Diluent: Kerosene; Modifier: Solvesso 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 extraction    | D2EHPA loading: PLS tenor: 105 ppm; O/A: 1; 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 extraction    | ALAMINE Loading: Diluent: Kerosene; Modifier: Solvesso 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                                                                                                   
|8                                              | May 2010 | Pontificia Universidad Catolica del Peru | PEM character-isation | Natural density: 2.0 g/cm3; Simple compression strength: 3.6 to 19.0 MPa; Compressive stress: 2.0 to 32.5 MPa; Friction angle: 35.6 to 41 0; Cohesion: 0.120 to 0.075 MPa                                                                                                                                                                                                                
|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                                                                                                                                                                                                         





94







|Item | Date | Company | Experiment | Key findings
|---- | ---- | ------- | ---------- | ------------

|Phase 4: Leach extraction mapping tests
|---------------------------------------
|10                                     
|11                                     
|Phase 5: Large column leach tests      
|12                                     
|13                                     
|14                                     
|15                                     
|16                                     
|17                                     
|18                                     
|19                                     
|20                                     





95







|Item | Date | Company | Experiment | Key findings
|---- | ---- | ------- | ---------- | ------------

|   |          |                     |                       | 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 Geological | PEM character-isation | Technical report by geologist detailing mineralogy, drill 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).                                                                                                                                                                                                                                                                                                                                                                                    





96









|Item | Date | Company | Experiment | Key findings
|---- | ---- | ------- | ---------- | ------------

|Phase 6: Minergia testwork
|--------------------------
|29                        
|30                        
|31                        
|32                        



Whilst there has been significant testwork completed to date, further testwork
is required to support the level of accuracy required of a future PFS. To complement the existing testwork it is recommended the following
testwork program 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.
| | - | ------------



97









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 drill holes. 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
drill holes, 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 analyzed for uranium. The necessary quality control and assurance
was 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 3-8:





98









Table 3-8 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 mineralization is interpreted to be sub-horizontal, and the mineralization 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 mineralization 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 mineralization 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 3-9 summarizes the Measured and Indicated mineral
resources for the Macusani Uranium Project, while Table 3-10 summarizes the Inferred mineral resources, both at a 75 U ppm cut-off.



99









Table 3-9 Measured and Indicated Resource
Statement











Table 3-10 Inferred Materials Resource
Statement









100







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
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 Uranium Project economics was 2.40 USD/t of rock mined. Plateau 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 mineralized 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
Uranium 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 utilizing
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 minimize exposure to radiation.



101









Mineral resources at Chilcuno Chico are ideally suited to mining via horizontal
mining methods. Mineralization generally varies from 6.0 m and up to 24 m in thickness, averaging approximately 10 m, although low-grade
mineralization extends for some further distance, this material consists of uneconomic grades. The strong continuity and thickness of
the mineralization zones combined with weak rock strength at Chilcuno 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 Uranium Project ground water inflow has not been considered
to be a major influence on the Macusani Uranium 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 Uranium 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.



102









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.



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 test work results determined a processing recovery rate of 88%, resulting in an average annual production
of 6.08M lb U3O8. 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 7.











103









Figure 7 Process Block Diagram











104









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 Uranium 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 containerized 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 Uranium Project site require significant
upgrade and even perhaps rerouting to handle the proposed Macusani Uranium 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 utilize 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 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.



105









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 Uranium 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 mobilized 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 the Company 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 Uranium Project operations staff has been allowed
for in the costing. It would be suitable for 330 people.



Human Resources



An organization structure for the Macusani Uranium Project operations staff
has been developed to support the Macusani Uranium Project operating cost estimate. It is anticipated that a total staff of between 367
and 577 would be required for the Macusani Uranium Project including at maximum 276 mining operations staff.



Environmental Studies



The Macusani Uranium 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 Uranium 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 Uranium 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 the Macusani Uranium Project. The Macusani Uranium 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 Uranium Project. The Macusani Uranium 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.



106









Generally, the Ministry of Energy and Mines of Peru requires exploration
and mining companies to prepare an environmental evaluation, an 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 Organization’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 requires
        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.



The Company has initiated components of an EIA covering the project building
on the Environmental Baseline Study. Within the Macusani Uranium Project area lies an Archaeological Area of Interest which includes sites
of cultural interest. The area boundaries are very clearly defined and are well-known to people working in the region. The Company continues
working with highly respected and experienced environmental and archaeological professionals, local communities and Peruvian authorities
to develop a plan to protect any sites located in proximity to the proposed future project operations. The Macusani Uranium Project and
proposed future infrastructure for operations currently does not directly affect any such sites. With the assistance of the Ministry of
Culture of Peru, the Company has spent the past three years conducting a professional archaeological study in the project area. This is
a full archaeological research project that the Company’s team initiated and is still on-going. Whilst initial completion of field
work was targeted for H1 2020, followed by presentation of the archaeological study to the Ministry of Culture in 2020, timing will now
be subject to easing of the Peru government’s COVID-19 lockdown restrictions, which impacted access to the site. However, desktop
work continued and now that it is safe to resume work on-site, the Company consultants have returned to work. This work is expected to
be completed within a few months, during this field season.



107









The Company remains fully informed of the progress of this archeological
study and is confident based on the findings to date, that together with the qualified investigating team, will work towards an outcome
that respects, salvages and preserves cultural heritage where it exists. In addition, all of the recently validated artefacts are currently
exposed to natural erosion and decay from the weather conditions that characterize the Macusani plateau, therefore a logical, preserving
solution should be found. It is positive to see the government proactively working towards an actionable outcome on both accounts, and
it is indicative of the level of support across the board for the Company’s projects.



Environmental Permitting



Various permits will be required for the Macusani operation. An investigation
of the specific permitting requirements will be required as the Macusani Uranium Project is developed further. As a uranium operation,
the Macusani Uranium 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).
| | - | --------------------------------



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. It describes the Social Impact Study 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 Uranium Project. Macusani 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
| | - | -------------------------------------

| | · | School programs sponsorship.
| | - | ----------------------------



108









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 acclimatization. However, personnel living at low altitudes who stay at low altitudes for significant time between rotations will
require acclimatization for each period spent at site.



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 minimize 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 minimize 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.



109









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. 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 Uranium Project development components are metallurgical testwork, EIA,
PFS / 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 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 3-11 shows the estimated initial capital costs for the Macusani Uranium
Project, including the cost breakdown for each project area.



110









Table 3-11 Initial Capital Expenditure











111









Table 3-12 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 3-13:





112









Table 3-13 Macusani Uranium 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, licenses 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 3-14. 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 could
be achieved if the Inferred mineral resources were able to be converted to Indicated or Measured mineral resources in the future.



113









Table 3-14 Financial Model Parameters
and Results









The Macusani Uranium Project currently produces an IRR and NPV utilizing
a conservative sale price of USD 50 /lb U3O8. The economic analysis was conducted over a range of discount rates and the discounted
cash flow (“DCF”) results have been presented in Table 3-15. 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 3-15 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 8 and Figure 9, which also illustrates that the Macusani Uranium Project
has a payback period of 1.8 years.



114









Figure 8 Annual Cash Flow









Figure 9 Pre-Tax Cumulative Annual
Cash Flow









Subsequent Processing Work



Subsequent to the date of the Macusani Technical Report, processing work
tailored towards upgrading, or pre-concentrating, through communition/concentration studies on the uranium mineralization was planned
for early 2020. The test work programs were deferred to the end of the year. The research and development work was restarted in August
2020 with encouraging results released March 30, 2021.



The work utilized mineralization from 3 main deposits, with the following
results: Colibri II-III Deposit – 81.6% of U retained in 35.3% of original mass passing 300 μm; Calculated Head Grade of 270
ppm U upgraded to 623 ppm U (Upgrade factor 2.3) using double scrubbing for 12 minutes each cycle; Corachapi Deposit – 73% of U
retained in 31% of original mass passing 212 μm; Calculated Head Grade of 245 ppm U upgraded to 570 ppm U (Upgrade factor 2.3) using
initial scrubbing for 15 minutes at 60% solids (by mass) followed by secondary scrubbing for five minutes at 45% solids. The upgrading
results highlight the opportunity to bring in lower grade deposits previously not included in the PEA production schedule, and the higher-grade
feed material should positively impact the PEA capital costs with a smaller plant footprint and PEA operating costs due to lower energy
and reagent costs. Trade off studies between original heap leach processing and tank/vat leach processing options will be conducted using
the upgraded fraction achievable in a scrubbing and classification circuit. Additional uranium leach test work results from ANSTO and
TECMMINE were released February 16, 2022 that showed 91.0 to 98.0% uranium extraction using weak sulfuric acid at ambient temperatures;
97.0 to 99.7% Uranium extraction using sulfuric acid at elevated temperatures (60-95°C). These results demonstrate the ability to
extract higher levels of uranium than previously demonstrated, with lower acid consumption.



115









Significant work programs going forward are dependent on permitting, the
pending framework for uranium transport and export in coordination with the New Uranium Regulations in country.



Macusani Ongoing Exploration & Development Work



Exploration activities had been limited by restrictions due to COVID-19
and recent delays in receiving final drill permits (now expected shortly) with the only recent activity being prospecting, mapping and
collection of uranium outcrop samples from the Macusani Uranium Project for pre-concentration test work. Five areas spread between various
drilled targets with reported uranium resources were covered by radiometric mapping and surface sampling. The results of this surface
exploration activity were released on January 25, 2021.



Exploration and development work is currently being planned and permitted
to support drilling to expand/extend several of the uranium deposits following up on the positive sampling and radiometric prospecting
results at Macusani and to test new targets. Local affected community acceptance and approvals have been granted and archeological and
environmental sampling work has re-commenced. The drill program is planned to commence following receipt of final exploration / development
drill permits from Peruvian authorities, expected shortly.



Substantial work continues at ANSTO for the Macusani Uranium Project, which
will focus on leaching higher grade upgraded mineralization and producing yellowcake for specification testing and purity.



DIVIDENDS
AND DISTRIBUTIONS



The Company has not, for any of the three most recently completed financial
years or its current financial year, declared or paid any dividends on our Shares, and does not currently have a policy with respect to
the payment of dividends. For the foreseeable future, we anticipate that we will not pay dividends but will retain future earnings and
other cash resources for the operation and development of our business. The payment of dividends in the future will depend on our earnings,
if any, our financial condition and such other factors as our directors consider appropriate.



CAPITAL
STRUCTURE



Shares



The authorized share capital of the Company consists of an unlimited number of common shares
(the “Shares”). As of the date of this AIF, 214,535,152 Shares were issued and outstanding. In addition, as of the
date of this AIF, there are 11,438,616 incentive stock options (“Options”) and 25,903,724 Share purchase warrants (“Warrants”),
5,695,000 restricted share units (“RSUs”) and 2,000,000 performance share units (“PSUs”) outstanding.



116









Holders of Shares are entitled to receive notice of any meeting of shareholders
of the Company, to attend and to cast one vote per Share at such meetings. Holders of Shares are also entitled to receive on a pro-rata
basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available therefor and upon the liquidation,
dissolution or winding up of the Company are entitled to receive on a pro-rata basis, the net assets of the Company 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 Shares do not carry any pre-emptive, subscription, redemption or conversion rights.



MARKET FOR
SECURITIES



Trading Price and Volume



The 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 Shares as traded on the TSXV for the periods indicated. All share prices are shown in Canadian dollars.



|Period                 | High
        ($) | Low
        ($) | Total
        Volume
|---------------------- | ---------------- | --------------- | --------------------
|March
        2022     | 4.220            | 2.700           | 14,460,267          
|April
        2022     | 4.390            | 2.940           | 7,945,834           
|May
        2022       | 3.440            | 2.490           | 7,298,378           
|June
        2022      | 2.790            | 1.785           | 8,323,705           
|July
        2022      | 2.340            | 1.555           | 6,495,959           
|August
        2022    | 3.430            | 2.210           | 10,863,969          
|September
        2022 | 2.620            | 1.770           | 7,123,404           
|October
        2022   | 2.320            | 1.870           | 5,468,297           
|November
        2022  | 2.315            | 1.860           | 5,376,279           
|December
        2022  | 3.180            | 1.930           | 13,646,684          
|January
        2023   | 4.900            | 2.760           | 33,486,829          
|February
        2023  | 4.900            | 3.580           | 13,109,841          





Prior Sales



The following table sets forth the issuances of securities of the Company during the year ended
February 28, 2023:



|Security | Date of Issue    | Issuance/Exercise Price
    Per Security | Number    
|-------- | ---------------- | ---------------------------------------- | ----------
|Options  | June 28, 2022    | $2.74                                    | 100,000   
|Options  | July 4, 2022     | $1.91                                    | 250,000(1)
|RSUs     | July 4, 2022     | Nil                                      | 225,000   
|Options  | October 4, 2022  | $2.14                                    | 150,000(2)
|RSUs     | October 4, 2022  | Nil                                      | 150,000   
|Options  | February 2, 2023 | $4.85                                    | 1,300,000 
|RSUs     | February 2, 2023 | Nil                                      | 2,420,000 
|PSUs     | February 2, 2023 | Nil                                      | 2,000,000 

(1)       Options were issued in connection
with the appointment of Claudia Tornquist and two other individuals.

(2)       Options were issued in connection with the appointment
of Carsen Korch to the Board of Directors.





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ESCROWED
SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER



As at the date of this AIF, no Shares are held in escrow or subject to
a contractual restriction on transfer.



DIRECTORS
AND OFFICERS



Name, Occupation and Security Holding



The following table sets forth the name of each of our directors and executive
officers, their province or state and country of residence, their position(s) with the Company, their principal occupation during the
preceding five years and the date they first became a director of the Company. Each director’s term will expire immediately prior
to the following annual meeting of shareholders.



|Name and Residence(1)                                   | Position(s) with the Company                            | Principal Occupation During Past Five Years(1)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Director/Officer Since(2) | Security Holdings(1)
|------------------------------------------------------- | ------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | --------------------
|Andrew Bowering (4)(5)
British Columbia, Canada         | Chairman and Director                                   | President and CEO of Bowering Projects since 1992, a mineral exploration and consulting firm.
    
    Chairman of the Company since May 11, 2021. Former CFO of the Company from August 2017 to May
    11, 2021 and former Corporate Secretary from August 2017 to Oct 4, 2019. Director (since April 2019) and Executive VP (since June 15,
    2020) of Prime Mining Corp. Until 2020, President of Sunrise Drilling Ltd., a North American-based mineral exploration drilling company. | Jun 29, 2017              | 8,032,832           
|Simon Clarke
British Columbia, Canada                   | Chief Executive Officer and Director                    | CEO of the Company; former CEO of Apollo Gold Corp.; former CEO of M2 Cobalt Corp., and Executive General Manager of Jervois Mining Ltd.                                                                                                                                                                                                                                                                                                                                                    | Jun 25, 2020              | 2,773,500 (6)       
|Laurence Stefan (5)
    
    Peru                       | President, Chief Operating Officer and Director         | Formerly, President & CEO, Plateau Energy Metals Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                       | May 11, 2021              | 4,047,901 (7)       
|Claudia Tornquist (3)
    
    British Columbia, Canada | Director                                                | President and CEO of Kodiak Copper Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                    | July 1, 2022              | 505,000             
|G. A. (Ben) Binninger (3)(4)
California, United States  | Director                                                | Former mining, energy, chemicals and technology executive.                                                                                                                                                                                                                                                                                                                                                                                                                                  | Aug 20, 2020              | 1,110,000           
|Alex
    Tsakumis (4)
    British
    Columbia, Canada  | Director                                                | Vice-President Investor Relations, Prime Mining Corp. since June 2020. Previously, Vice President of Corporate Development at the Belcarra Group of Companies (Barsele Minerals, Orex Minerals, Silver Viper Minerals and Dolly Varden Silver) from 2017 to 2020.                                                                                                                                                                                                                           | Sep 9, 2021               | 768,000             
|Carsten
    Korch
    Peru                              | Director                                                | Director of the Company since October 2022; Founder, Traveling & Living in Peru since April 2003; Director, Panoro Apurimac SA since May 2006.                                                                                                                                                                                                                                                                                                                                              | Oct 3, 2022               | 455,000             
|Philip
    Gibbs
    Ontario, Canada                    | Chief Financial Officer                                 | Former CFO of Asante Gold Corporation and KGL Resources Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                | May 11, 2021              | 811,483 (8)         
|Ted
    O’Connor
    Saskatchewan, Canada               | Executive Vice President of Exploration and Development | Technical Advisor to the Company. Director of Azincourt Energy Corp. since May 15, 2013; Director of Plateau Energy Metals Inc. from September 2014 until May 11, 2021; Technical Advisor of Plateau Energy Metals Inc. from June 15, 2018 until May 11, 2021; CEO of Plateau Energy Metals Inc. from Sept, 2014 until June 15, 2018.                                                                                                                                                       | Jul 1, 2022               | 1,431,350 (9)       
|Paul Charlish
    British Columbia, Canada              | Vice President, Finance and Corporate Secretary         | Vice President, Finance of the Company since January 16, 2022 and Corporate Secretary since May 9, 2022; previously the Chief Financial Officer and Corporate Secretary of Fission Uranium Corp.                                                                                                                                                                                                                                                                                            | Jan 16, 2022              | 690,000             





118











|Graham
    Ballachey
    British Columbia, Canada | Vice President, Engineering | Vice President, Engineering at the Company since May 2021, previously Engineering Manager since January 2020; Mechanical Engineer at Associated Engineering from April 2017 until December 2019 | May 11, 2021 | 1,470,500
|------------------------------------------------- | --------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ---------





Note:

| | (1) | This information, not being within the knowledge of the Company, has
    been furnished by the respective directors and officers.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------

| | (2) | The Company does not set expiry dates for the terms of office of directors.
    Each director holds office as long as he is elected annually by shareholders at Annual General Meetings, unless his office is earlier
    vacated in accordance with the Articles of the Company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Member of the Audit Committee.
|--- | ------------------------------



|(4) | Member of the Corporate Governance, Nominating and Compensation Committee.
|--- | --------------------------------------------------------------------------



| | (5) | Member of the Health, Safety and Sustainability Committee.
| | --- | ----------------------------------------------------------

| | (6) | 15,500 Shares are held by Ailsa Craig Capital Ltd., a company controlled
    by Mr. Clarke. 200,000 Shares held by Margaret Louise Clarke, the wife of Mr. Clarke.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Shares are held by Colbri Mining North, a company controlled by Mr.
    Stefan.
| | --- | -------------------------------------------------------------------------------

| | (8) | 58,000 Shares are held by 1765271 Ontario Inc, a company controlled
    by Mr. Gibbs.
| | --- | -------------------------------------------------------------------------------------

| | (9) | 211,216 Shares held by TKLD Geological Inc., a company controlled by
    Mr. O’Connor.
| | --- | --------------------------------------------------------------------------------------



Shareholdings of Directors and Officers



As of the date of this AIF, the Company’s directors and executive officers beneficially
own, control or direct, directly or indirectly, 22,095,566 Shares representing 10.30% of the issued and outstanding Shares.



Cease Trade Orders, Bankruptcies,
Penalties or Sanctions



Other than as set out below, none of our directors or executive officers
is, as at the date hereof, or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer
of any company (including the Company) that (a) was subject to a cease trade order, an order similar to a cease trade order or an order
that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period or more than 30
consecutive days (a “Cease Trade Order”) that was issued while the director or executive officer was acting in the
capacity as director, chief executive officer or chief financial officer of such issuer, or (b) was subject to a Cease Trade Order that
was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which
resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial
officer.



None of our directors or executive officers, nor, to our knowledge, any
shareholder holding a sufficient number of our securities to affect materially the control of the Company (a) is, as at the date hereof,
or has been within the 10 years before the date hereof, a director or executive officer of any company (including ours) that, while that
person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise
with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the
date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted
any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets
of such director, executive officer or shareholder.



119









None of our directors or executive officers, nor, to our knowledge, any
shareholder holding a sufficient number of our securities to affect materially the control of the Company, has been subject to (a) any
penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into
a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory
body that would likely be considered important to a reasonable investor in making an investment decision.



Effective November 22, 2022, Philip Gibbs, the Chief Financial Officer
of the Company, entered into a joint settlement agreement with the Ontario Securities Commission (the “OSC”), Plateau
and Alexander Holmes, the former Chief Executive Officer of Plateau, to resolve proceedings brought by the OSC relating to historical
disclosure made by Plateau in 2019, prior to its acquisition by the Company.



Conflicts of Interest



Unless otherwise noted in this AIF, to the best of our knowledge, there
are no known existing or potential material conflicts of interest between the Company or its subsidiaries and any of our directors or
officers or a director or officer of our subsidiaries. However, certain of our directors and officers are, or may become, directors or
officers of other companies, with businesses that may conflict with our business. Accordingly, conflicts of interest may arise which could
influence these individuals in evaluating possible acquisitions or in generally acting on behalf of the Company. Pursuant to the BCBCA,
directors are required to act honestly and in good faith with a view to the best interests of the Company. As required under the BCBCA
and our Articles:



| | • | A director or executive officer who holds any office or possesses any property, right or interest that could
        result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest
        as a director or executive officer of the Company, must promptly disclose the nature and extent of that conflict.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | A director who holds a disclosable interest (as that term is used in the BCBCA) in a contract or transaction
        into which the Company has entered or proposes to enter may generally not vote on any directors’ resolution to approve the contract
        or transaction.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Generally, as a matter of practice, directors or executive officers who
have disclosed a material interest in any transaction or agreement that our Board is considering will not take part in any Board discussion
respecting that contract or transaction. If on occasion such directors do participate in the discussions, they will abstain from voting
on any matters relating to matters in which they have disclosed a material interest. In appropriate cases, we will establish a special
committee of independent directors to review a matter in which directors, or management, may have a conflict.



120









PROMOTERS



During the previous two completed financial years or during the current
financial year, no person or company has been a promoter of the Company or any subsidiary of the Company.



LEGAL PROCEEDINGS
AND REGULATORY ACTIONS



Except as disclosed in this AIF, there are no other legal proceedings or
regulatory actions material to us to which we are a party, or to which we have been a party since our incorporation, or of which any property
of the Company is or has been the subject matter of, since the beginning of the financial year ended February 28, 2023, and no such other
proceedings are known by us to be contemplated. There have been no penalties or sanctions imposed against us by a court relating to provincial
or territorial securities legislation or by any securities regulatory authority, there have been no penalties or sanctions imposed by
a court or regulatory body against us, and except as disclosed in this AIF we have not entered into any settlement agreements before a
court relating to provincial or territorial securities legislation or with any securities regulatory authority since our incorporation.



Plateau, Alexander Holmes and Philip Gibbs entered into a joint settlement
agreement with the Ontario Securities Commission to resolve regulatory proceedings related to certain historical disclosure made by Plateau
in 2019, prior to its acquisition by the Company.



INTEREST
OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS



Other than disclosed elsewhere in this AIF, no director, senior officer
or principal shareholder of the Company and no associate or affiliate of the foregoing have had a material interest, direct or indirect,
in any transaction in which the Company has participated within the three most recently completed financial years or the current financial
year or will have any material interest in any proposed transaction, which has materially affected or will materially affect the Company.



AUDITORS,
TRANSFER AGENT AND REGISTRAR



Auditors



The Company’s auditor is Ernst & Young LLP, Chartered Professional
Accountants with an address at 1133 Melville St Suite 1900, Vancouver, BC V6E 4E5.



Transfer Agents, Registrars or Other
Agents



The transfer agent and registrar for the Shares in Canada is Odyssey Trust
Company, at its principal office in Vancouver, British Columbia.



MATERIAL
CONTRACTS



Except for contracts made in the ordinary course of business, the Company
has not entered into any material contracts within the most recently completed financial year or before the most recently completed financial
year which are still in effect.



INTEREST
OF EXPERTS



Experts who have prepared reports for the Company in the financial year
ending February 28, 2023 include the following:



121









Ernst & Young LLP, the auditor of the Company, is independent within
the meaning of the CPA Code of Professional Conduct of the Chartered Professional Accountants of British Columbia and the applicable rules
and regulations adopted by the SEC and the Public Company Accounting Oversight Board (United States) (PCAOB). The financial statements
audited by Ernst & Young LLP have been included in reliance on their report given on their authority as experts in accounting and
auditing.



The scientific and technical information contained in this AIF relating
to the TLC Lithium Property, the Falchani Lithium Project and the Macusani Uranium Project has been reviewed and approved by Ted O’Connor,
the Executive Vice-President and Technical Advisor of the Company, who is a QP as defined in NI 43-101.



Certain scientific and technical information with respect to the TLC Lithium
Property contained in this AIF is based on the TLC Technical Report prepared by prepared by John Joseph Riordan, and Valentine Eugene
Coetzee of DRA Pacific, and Derek J. Loveday, Satjeet Pandher, Joan C. Kester, and Sean Ennis of Stantec Consulting Inc.



Certain scientific and technical information with respect to the Falchani
Lithium Project contained in this AIF is based on the Falchani Technical Report prepared by John Joseph Riordan, David Thompson, Valentine
Coetzee of Pacific and Mr. Stewart Nupen of The Mineral Corporation.



Certain scientific and technical information with respect to the Macusani
Uranium Project contained in this AIF is based on the Macusani Technical Report prepared by UK based mining engineering consultants Wardell
Armstrong International and GBM.



With the exception of Ted O’Connor, the Executive Vice-President
and Technical Advisor of the Company, none of the experts named above as having prepared reports or having been responsible for reporting
exploration results relating to our mineral properties and whose profession or business gives authority to such reports, or any director,
officer, partner, or employee thereof, as applicable, received or has received a direct or indirect interest in our property or of any
of our 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 of the securities of the Company
and they did not receive any direct or indirect interest in any securities of the Company or of any associate or affiliate of the Company
in connection with the preparation of such report. With the exception of Ted O’Connor, none of such persons, or any director, officer
or employee, as applicable, of any such companies or partnerships, is currently expected to be elected, appointed or employed as a director,
officer or employee of the Company or of any associate or affiliate of the Company.



ADDITIONAL
INFORMATION



Additional information relating to the Company may be found on SEDAR at
www.sedar.com. Additional information including directors’ and officers’ remuneration and indebtedness, principal holders
of our securities, securities authorized for issuance under equity compensation plans and a statement as to the interest of insiders in
material transactions, was contained in the management proxy circular for the annual and special meeting of shareholders held on August
22, 2022. Additional financial information is provided in the audited financial statements and management discussion and analysis for
the most recent year-end. The foregoing additional information is available on SEDAR at www.sedar.com the Company’s profile.









122