Zinnwald Lithium : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the contents of this document and/or the action you should take, you should immediately obtain your own advice from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or, if not, another appropriately authorised professional adviser.

If you have sold or otherwise transferred (or will sell or transfer) all of your shares in Zinnwald Lithium plc (the "Company") prior to the Company's Annual General Meeting ("AGM"), please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Z I N N W A L D L I T H I U M P L C

(Incorporated and registered in England and Wales with Registered No: 10829496)

Notice of Annual General Meeting

and

Letter from the Chairman

Notice of Annual General Meeting of the Company, to be held at the offices of The Clubhouse, 8 St James's Square, London, SW1Y 4JU on 28 June 2021 at 11.30 a.m. is set out on pages 5 to 6 of this document.

The Board has continued to monitor closely the COVID-19 pandemic and its preference is to welcome shareholders to this year's AGM, especially given that shareholders were prevented from attending last year. The holding of the meeting will be kept under review in line with Public Health England guidance, and based on the Government's roadmap for relaxing restrictions on 21 June 2021, it is hoped that there will be no formal restrictions on attendance by shareholders other than any imposed by the venue owners. We would therefore request that any shareholders planning to attend to inform the Company at [e-mail] by close of business on 24 June 2021, so that attendee numbers can be assessed. We would also strongly encourage shareholders to submit a proxy vote in advance of the AGM. Any changes to the arrangements for the AGM set out above will be communicated to shareholders before the AGM through the Company's website at www.zinnwaldlithium.com and, where appropriate, by a regulatory information service announcement.

________________________________________________________________________________

A form of proxy for use in connection with the AGM is enclosed and, to be valid, must be completed, signed and returned, in accordance with the instructions thereon, to the Company's registrars at Share Registrars Limited at The Courtyard, 17 West Street, Farnham GU9 7DR as soon as possible and, in any event, by no later than 11.30 a.m. on 24 June 2021. If you do not complete and return a valid form of proxy, no-one else may vote on your behalf. For full details of the procedure for appointing a proxy, please see the notes to the Notice of AGM and the form of proxy.

1

LETTER FROM THE CHAIRMAN OF ZINNWALD LITHIUM PLC

ZINWNALD LITHIUM PLC

(Incorporated and registered in England and Wales with registered number 10829496)

Directors

Jeremy Martin (Non-executive Chairman)

Anton Du Plessis (CEO & Director)

Cherif Rifaat (CFO & Director)

Graham Brown (Non-executive Director) Peter Secker (Non-executive Director)

Dear Shareholder,

Registered Office

c/o Whitley Simpson Limited, 29-31 Castle Street, High Wycombe, Buckinghamshire, HP13 6RU

3 June 2021

Annual General Meeting of Erris Resources plc (the "Company")

1. Introduction

I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which we are holding at The Clubhouse, 8 St James's Square, London, SW1Y 4JU on 29 June 2021 at 11.30 a.m. The formal notice of the AGM is set out on pages 5 to 6 of this document ("Notice of AGM").

The purpose of this letter is to provide shareholders of the Company with details of the background to, and reasons for, the resolutions to be proposed at the AGM (the "Resolutions"), to explain why the Directors believe that the passing of the Resolutions is in the best interests of the Company and the shareholders of the Company as a whole and to recommend that shareholders of the Company vote in favour of the Resolutions.

The formal business of the AGM will only be to consider and vote upon the resolutions set out below. The holding of the meeting will be kept under review in line with Public Health England guidance, and based on the Government's roadmap for relaxing restrictions on 21 June 2021, it is hoped that there will be no formal restrictions on attendance by shareholders other than any imposed by the venue owners. Any changes to the arrangements for the AGM set out above will be communicated to shareholders before the AGM through the Company's website at www.zinnwaldlithium.com and, where appropriate, by a regulatory information service announcement

Shareholders wishing to vote on any matters of business are strongly urged to do so through the completion of a form of proxy. Please see Section 3 below for further information.

Business to be transacted at the AGM

Details of the Resolutions which are to be proposed at the AGM are set out below. Resolutions 1 to 6 are to be proposed as ordinary resolutions and resolutions 7 and 8 are to be proposed as special resolutions.

Ordinary Resolution 1: Annual Report and Accounts

In accordance with the requirements of section 437 of the Companies Act 2006, the Company will lay before the AGM the annual report and accounts of the Company in respect of the Year ended 31 December 2020.

2

Ordinary Resolutions 2 and 3: Re-appointment of auditors

Shareholders will be asked to confirm the re-appointment of PKF Littlejohn LLP as the Company's auditors to hold office until the conclusion of next year's AGM and to grant authority to the Directors to determine the auditors' remuneration.

Ordinary Resolutions 4 and 5: Re-election of Directors

Peter Secker is retiring in accordance with Article 24.3 of the Company's Articles of Association, and being eligible to do so offers himself for re-election. This is because he was appointed director of the Company on 29 October 2020. Pursuant to the Articles, any directors appointed by the Board, and not by the shareholders, must retire at the annual general meeting after their appointment and may then offer themselves for re-election. The AGM is the first annual general meeting of the Company to be held since his appointment

Graham Brown retires by rotation in accordance with Article 24.4 of the Company's Articles of Association and, being eligible, offers himself for re-election.

Ordinary Resolution 6: Grant of authority to the Directors to allot Ordinary Shares

It is proposed to authorise the Directors to allot Ordinary Shares up to a maximum nominal value of £2,000,000 (representing 200,000,000 Ordinary Shares) which is approximately equal to 97.5% of the Company's issued share capital as at 2 June 2021 (being the last practicable date prior to the publication of this document). As at the date of this document, the Directors' intention is only to make use of this authority: (a) potentially for use as consideration in connection with any acquisitions of companies or businesses which the Company may wish to make; (b) in order to raise funds through subscriptions for new shares in order to finance any such acquisitions or otherwise as may be necessary to satisfy the working capital requirements of the Group and accelerate the development of the Zinnwald Lithium Project; and (c) in connection with the grant of share-based payments or options to the Directors of the Company and employees of the Company and its subsidiaries (the "Group"). This authority replaces the similar authority approved by shareholders at the Company's General Meeting in relation to its transformational RTO held on 27 October 2020 and if passed, will expire at the conclusion of next year's AGM.

Special Resolution 7: Disapplication of statutory pre-emption rights on allotment of shares

If the Directors wish to allot unissued shares or other equity securities for cash or sell any shares which the Company may hold in treasury following a purchase of its own shares, the Companies Act 2006 requires that such shares or other equity securities are offered first to existing shareholders in proportion to their existing holdings.

The authority is sought to grant the Directors authority to allot equity securities or sell treasury shares for cash up to a maximum aggregate nominal value of £2,000,000 (representing 200,000,000 Ordinary Shares and which would constitute approximately 97.5% of the issued share capital of the Company as at 2 June 2021 (being the last practicable date prior to the publication of this document)) without first offering the securities to existing shareholders. The total number of Ordinary Shares in issue as at 2 June 2021 was 205,105,957. The proposed resolution also disapplies the statutory pre-emption provisions in connection with a rights issue and allows the Directors, in the case of a rights issue, to make arrangements in relation to fractional entitlements or other legal or practical problems which might arise.

The Directors have no immediate plans to make use of this authority other than in the same circumstances as those to which I referred to in the explanation relating to resolution 6 above. This authority replaces the similar authority approved by shareholders at the Company's General Meeting in relation to its transformational RTO held on 27 October 2020 and if passed, will expire at the conclusion of next year's AGM.

3

Special Resolution 8: Company's authority to purchase its own shares

Authority is sought from shareholders for the Company to make market purchases of Ordinary Shares, such authority being limited to the purchase of up to 10 per cent. of the issued share capital of the Company as at 2 June 2021 (being the last practicable date prior to the publication of this document) (that is, 20,510,595 Ordinary Shares). The resolution sets out the maximum and minimum prices that can be paid.

The Directors have no present intention of exercising the authority to purchase Ordinary Shares but will keep the matter under review. The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share or an increased net asset value per share (or both) for the remaining shareholders, and would be likely to promote the success of the Company for the benefit of its shareholders as a whole.

The Company may either cancel any Ordinary Shares which it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them). If the Company was to purchase any Ordinary Shares pursuant to this authority it would consider holding them as treasury shares. This would enable the Company to reissue treasury shares quickly and cost-effectively and would provide the Company with additional flexibility in the management of its capital base.

3. Action to be taken

You are entitled to appoint one or more proxies to attend and vote at the AGM on your behalf. You will find enclosed with this document a form of proxy for use in connection with the AGM. Whether or not you propose to attend the AGM in person, you are requested to complete and return the form of proxy to the Company's registrars, Share Registrars Limited at The Courtyard, 17 West Street, Farnham GU9 7DR and in any event by 11.30 a.m. on 24 June 2021 and return of a form of proxy will not stop you from attending the AGM and voting in person should you so wish and should this be permitted by COVID regulations at the time of the meeting.

4. Recommendation

The Directors consider that all of the Resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of all of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings.

Yours faithfully

Jeremy Martin

Chairman

4

ZINNWALD LITHIUM PLC

(Incorporated and registered in England and Wales with registered number 10829496)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting (the "AGM") of Zinnwald Lithium plc (the "Company") will be held at The Clubhouse, 8 St James's Square, London, SW1Y 4JU on 28 June 2021 at 11.30 a.m. for the transaction of the following business:

To consider and, if thought fit, to pass the following resolutions, numbers 1 to 6 of which will be proposed as ordinary resolutions and numbers 7 and 8 as special resolutions:

Ordinary Resolutions

1. That the Company's annual accounts for the year ended 31 December 2020, together with the Directors' report and the auditors' report on those accounts, be received and adopted.
2. That PKF Littlejohn LLP be re-appointed as auditors to the Company until the conclusion of the next annual general meeting at which the accounts are laid before the Company.
3. That the Directors be authorised to agree and fix the auditors' remuneration.
4. That Peter Secker who retires by rotation pursuant to Article 24.3 of the Articles, be re- elected as a Director pursuant to the Articles.
5. That Graham Brown who retires by rotation pursuant to Article 24.4 of the Articles, be re- elected as a Director pursuant to the Articles.
6. That, in accordance with section 551 of the Companies Act 2006 (and so that expressions used in this resolution shall, unless the context requires otherwise, bear the same meanings as in the said section 551), the Directors of the Company be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to a maximum aggregate nominal amount of £2,000,000 to such persons and at such times and on such terms as they think proper, provided that this authority shall, unless renewed, varied or revoked by the Company in general meeting, expire at the end of the next AGM of the Company to be held after the date on which this resolution is passed, save that the Company be and is hereby authorised, before such expiry, to make any offer or agreement which would or might require shares to be allotted or Rights to be granted after the expiry of such period and the Directors of the Company may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding the expiry of the authority conferred by this resolution 6. This authority is in substitution for all previous authorities conferred on the Directors in accordance with section 551 of the Companies Act 2006 but without prejudice to any allotment of shares in the Company or the granting of Rights already made or agreed to be made pursuant to such authorities.

Special Resolutions

7. That, subject to the passing of resolution 6 and in accordance with section 570 of the Companies Act 2006, the Directors of the Company be and are given the general power to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash, either pursuant to the authority conferred by resolution 6 above or by way of a sale of treasury shares, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to:

1. the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities and any other persons entitled to participate in such issue or offering (other than the Company itself in respect of any shares held by it as treasury shares) where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) to the respective number of equity securities held by or deemed to be held by them on the record date of such allotment, subject only to such exclusions or other arrangements

5