BEYD MINENPV : 2023 Q4 Management’s Discussion and Analysis

BEYOND LITHIUM INC.

(FORMERLY "BEYOND MINERALS INC.")

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2023

Prepared by:

BEYOND LITHIUM INC.

30th Floor - 360 Main Street,

Winnipeg, Manitoba, R3C 4G1

Discussion dated April 25, 2024

Beyond Lithium Inc. (Formerly "Beyond Minerals Inc.")

Management's Discussion & Analysis

Year Ended December 31, 2023

Discussion dated: April 25, 2024

Introduction

The following management's discussion & analysis ("MD&A") of the financial condition and results of the operations of Beyond Lithium Inc. (formerly "Beyond Minerals Inc.") ("Beyond" or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended December 31, 2023. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual financial statements of the Company for the years ended December 31, 2023 and 2022, together with the notes thereto. The Company's financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). Information contained herein is presented as of April 25, 2024, unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Beyond common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations is available on SEDAR+ at www.sedarplus.ca.

Cautionary Note Regarding Forward-Looking Information

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward- looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. Such forward-looking statements includes, without limitation, statements with respect to the Company's expectations, strategies and plans for the Eastchester-Fabie-Trudeau Property, including the Company's planned exploration; the results of future exploration, estimated completion dates for certain milestones and the Company's plans with respect to the Eastchester Fabie-Trudeau Property; the costs and timing of future exploration and development; future financial or operating performance and condition of the Company and its business, operations and properties, including expectations regarding liquidity and capital structure; the intended use of the net proceeds of the initial public Offering ("IPO"); and the adequacy of funds from the IPO to support the Company's business objectives, including with respect to its exploration, development and production activities.

Forward-looking statements are not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this MD&A or as of the date specified in such statement including, without limitation, assumptions about: favourable equity and debt capital markets;

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Beyond Lithium Inc. (Formerly "Beyond Minerals Inc.")

Management's Discussion & Analysis

Year Ended December 31, 2023

Discussion dated: April 25, 2024

the ability to raise any necessary additional capital on reasonable terms to advance the exploration and development of the Company's properties and assets; the timing and results of exploration and development programs; the geology of the Eastchester-Fabie-Trudeau Property being as described in the Technical Report; the accuracy of budgeted exploration, development, operational and administrative costs and expenditures; operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; political and regulatory stability; the receipt of governmental, regulatory and third party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals; requirements under applicable laws; sustained labour stability; stability in financial and capital goods markets; and the Company's ability to acquire and retain key personnel.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. Such risks include, without limitation: natural disasters, geopolitical instability or other unforeseen events; mineral prices are volatile and may be lower than expected; mining operations are risky; resource exploration and development is a speculative business; the successful operation of exploration activities at the Company's mineral properties depend on the skills of the Company's management and teams; operations during mining cycle peaks are more expensive; title to the Eastchester-Fabie-Trudeau Property may be disputed; Aboriginal title claims may impact the Company's interest in the Eastchester-Fabie-Trudeau Property; the Company may fail to comply with the law or may fail to obtain or renew necessary permits and licenses; compliance with environmental regulations can be costly; social and environmental activism can negatively impact exploration, development and mining activities; the mining industry is intensely competitive; inadequate infrastructure may constrain mining operations; the Company may incur losses and experience negative operating cash flow for the foreseeable future; the Company may be subject to costly legal proceedings; the Company will incur increased costs as a result of complying with the reporting requirements, rules and regulations affecting public issuers; the Eastchester-Fabie-Trudeau Property is located in an underdeveloped rural area; the Company may not use the proceeds from the IPO as described in this MD&A; the Company may not be able to obtain sufficient capital to pursue all of its intended exploration activities or continue on a going concern basis; and the Company may be negatively impacted by changes to mining laws and regulations.

Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company's ability to predict or control. Please also refer to those risk factors referenced in the "Risks and Uncertainties" section below and the "Risk Factors" section of the final long form prospectus in respect of the IPO (the "Prospectus") filed and dated February 23, 2022. Readers are cautioned that the above does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether because of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Description of Business

The Company was incorporated on October 8, 2019, under the laws of Canada. The Company is a natural resource company engaged in the acquisition and exploration of mineral properties in Canada. To date, the Company has not generated significant revenues from operations.

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Beyond Lithium Inc. (Formerly "Beyond Minerals Inc.")

Management's Discussion & Analysis

Year Ended December 31, 2023

Discussion dated: April 25, 2024

The Company has no revenues, so its ability to ensure continuing operations is dependent on the discovery of economically recoverable reserves, confirmation of its interest in the underlying mineral claims, and its ability to obtain necessary financing to complete the exploration activities, development, if they are proven successful, and future profitable production.

Beyond's goal is to deliver superior returns to shareholders by concentrating on the acquisition and exploration of mining properties. The Company currently plans to focus on its current property interests, as set out below under "Mineral Property Interests".

The Company will continue to attempt to raise capital to meet its ongoing operating activities.

Outlook and Economic Conditions

The Company is a Canadian base and precious metal exploration company, focused on exploring its current property interests, and on acquisitions of other mineral exploration properties, should such acquisitions be consistent with its objectives and acquisition criteria. The Company currently has operations in the Province of Quebec, Canada. The Company's financial success will be dependent upon the extent to which it can make discoveries and on the economic viability of any such discoveries. The development of such assets may take years to complete and the resulting income, if any, is difficult to determine with any certainty. To date, the Company has not produced any revenues. The sales value of any minerals discovered by the Company is largely dependent upon factors beyond its control, such as the market value of the commodities produced.

There are significant uncertainties regarding the prices of base and precious metal and the availability of equity financing for the purposes of exploration and evaluation. The future performance of the Company is largely tied to the successful exploration, discovery and eventual development of its property interests, if they are proven successful, and other prospective business opportunities and the overall financial markets. Financial markets are likely to be volatile, reflecting ongoing concerns about the stability of the global economy. However, recently, equity markets in Canada have showed signs of improvement, with equities increasing significantly during this period. Strong equity markets are favourable conditions for completing a financing, public merger or acquisition transaction.

Management regularly monitors economic conditions, estimates their impact on the Company's operations, and incorporates these estimates in both short-term operating and longer-term strategic decisions.

Highlights

• On January 23, 2023, the Company acquired a 100% undivided interest in 15 contiguous mining claims comprising the Peggy Group Lithium property located approximately 80 kilometres north of Sioux Lookout, in the province of Ontario. Pursuant to the purchase agreement, the Company paid to the vendor aggregate cash consideration of $125,000, issued 2,500,000 common shares of the Company, and assumed a 1.5% NSR ("NSR") on the claims comprising the property, one-third of which may be repurchased by the Company for $600,000.
• On February 15, 2023, the Company closed a private placement of 5,275,000 common shares of the Company for gross proceeds of $1,085,500 (the "Offering"), consisting of 3,750,000 common shares at a price of $0.20 per share and an oversubscribed tranche of 1,525,000 common shares at a price of $0.22 per share, for which price protection was obtained from the CSE. In connection with the Offering, the Company paid certain eligible third parties dealing at arm's length with the Company cash commissions of $27,839 and granted 137,040 non-transferable broker warrants exercisable at a price of $0.25 or $0.27 per share for a period of two years from the date of grant, expiring February 15, 2025.

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Beyond Lithium Inc. (Formerly "Beyond Minerals Inc.")

Management's Discussion & Analysis

Year Ended December 31, 2023

Discussion dated: April 25, 2024

• On February 15, 2023, the Company granted 650,000 stock options to certain consultants of the Company. The options are exercisable at a price of $0.34 per share for a period of two years from the date of grant, expiring on February 15, 2025. The options vest 25% immediately and 25% every three months thereafter.
• On February 21, 2023, Mr. Craig Gibson resigned as President and CEO of the Company. Mr. Allan Frame was appointed as the President and CEO of the Company to replace Mr. Craig Gibson.
• On February 21, 2023, the Company appointed Ms. Michelle DeCecco as a director of the Company.
• On February 23, 2023, the Company granted 50,000 stock options to a consultant of the Company. The options are exercisable at a price of $0.34 per share, expiring on February 15, 2025. The options vest in four equal tranches on each of the date of grant, May 15, 2023, August 15, 2023, and November 15, 2023.
• On February 23, 2023, the Company granted 535,000 stock options to a director and an officer of the Company. The options vest immediately and are exercisable at a price of $0.34 per share for a period of three years from the date of grant, expiring on February 22, 2026.
• On February 27, 2023, the Company acquired a 100% undivided interest in the 179 contiguous mining claims covering approximately 3,490 hectares comprising the North Trout Lake lithium property located approximately 30 kilometres southwest of Sandy Lake, in the province of Ontario. Pursuant to the purchase agreement, the Company paid to the vendors aggregate cash consideration of $45,000, issued a total of 171,000 common shares of the Company valued at $70,110, and granted the vendors a 2% NSR on the property, one-half of which may be repurchased by the Company for $1,200,000. In addition, the Company shall pay the vendors a $1,000,000 milestone payment, payable in cash or shares at the option of the Company, in the event the Company files a mineral resource estimate disclosing a deposit or orebody exceeding 5,000,000 metric tonnes with an average grade equal to 1% lithium oxide or greater.
• On March 30, 2023, the Company acquired a 100% interest in 57 high potential greenfield lithium properties via a series of multi-property option agreements (the "Option Agreements'). Pursuant to the Option Agreements, to acquire a 100% interest in the properties, the Company is required to:
  o within 5 business days of the date of the Option Agreements, pay $420,000 and issue 1,880,000 common shares valued at $733,200;
  o on or before the first anniversary of the date of the Option Agreements, pay $590,000 and issue 2,490,000 common shares;
  o on or before the second anniversary of the date of the Option Agreements, pay $1,080,000 and issue 3,210,000 common shares; and
  o on or before the third anniversary of the date of the Option Agreements, pay $1,260,000 and issue 3,745,000 common shares.
  Upon acquiring a 100% interest in any of the properties, the Company shall grant the optionors a 2.0% NSR on such properties, one-half of each of which may be repurchased by the Company for $1,200,000. In addition, the Company shall pay the optionors a $1,000,000 milestone payment, payable in cash or shares at the option of the Company, for each initial mineral resource estimate filed by the Company in respect of a deposit comprising part of the properties that discloses a deposit or orebody exceeding 5,000,000 metric tonnes with an average grade equal to 1.0% lithium oxide or greater.
• On April 12, 2023, the Company announced that Ms. Wanda Cutler and Mr. Jean-François Meilleur, directors of the Company since its incorporation in October 2019, have advised the Company that they

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Beyond Lithium Inc. (Formerly "Beyond Minerals Inc.")

Management's Discussion & Analysis

Year Ended December 31, 2023

Discussion dated: April 25, 2024

will not be standing for re-election at the annual general and special meeting of the shareholders of the Company to be held on May 15, 2023.

• On May 12, 2023, the Company closed a private placement (the "Flow-Through Offering") of 2,764,600 flow-through shares of the Company at $0.50 per share for gross proceeds of $1,382,300. In connection with the private placement, the Company paid certain eligible third parties dealing at arm's length with the Company (i) cash commissions totaling $88,225; and (ii) an aggregate of 176,449 broker warrants, each exercisable to acquire one common share of the Company for 2 years at an exercise price of $0.50 per share.
• On May 15, 2023, the Company changed its name from "Beyond Minerals Inc." to "Beyond Lithium Inc." Effective May 18, 2023, the Company's common shares began trading on the CSE under the new name.
• On May 15, 2023, the shareholders of the Company approved a new omnibus equity incentive plan (the "Equity Incentive Plan") to provide for the flexibility to grant equity-based incentive awards in the form of stock options, restricted share units, deferred share units, and performance share units, replacing the existing incentive stock option plan. A summary of the Equity Incentive Plan, together with the full text thereof, is set out in the Company's management information circular in respect of the Meeting dated April 10, 2023.
• On May 15, 2023, the shareholders of the Company elected all director nominees, being Mr. Allan Frame, Mr. Craig Gibson, Mr. Tom Provost, Mr. James Campell, and Ms. Michelle DeCecco.
• On May 25, 2023, the Company granted 50,000 stock options to a consultant of the Company. The options are exercisable at a price of $0.33 per share for a period of one year from the date of grant, expiring on May 25, 2024. The options vest in four equal tranches on each of the date of grant, August 25, 2023, November 25, 2023 and February 25, 2024.
• On May 25, 2023, the Company granted 1,200,000 stock appreciation rights ("SARs") to a certain officer and employee of the Company. The SARs are exercisable at a price of $0.33 per share for a period of five years from the date of grant, expiring on May 25, 2028. The options vest in four equal tranches on each of the date of grant, August 25, 2023, November 25, 2023 and February 25, 2024.
• On May 25, 2023, the Company granted 160,000 restricted share units ("RSUs") to certain consultants of the Company. The RSUs vest in two equal tranches on each of August 25, 2023 and November 25, 2023.
• On May 25, 2023, the Company granted 375,000 RSUs to certain consultants of the Company. The RSUs vest in four equal tranches on each of the date of grant, August 25, 2023, November 25, 2023 and February 25, 2023.
• On June 15, 2023, the Company granted 250,000 SARs to a consultant of the Company. The SARs are exercisable at a price of $0.33 per share, expiring on May 25, 2028. The options vest in four equal tranches on each of August 25, 2023, November 25, 2023, February 25, 2023 and May 25, 2024.
• On August 17, 2023, the Company entered into two letter agreements setting out the terms and conditions upon which the Company will acquire a 100% undivided interest in 10 unpatented mineral claims located near Camping Lake in the province of Ontario. Pursuant to the letter agreements, the Company paid to the vendors aggregate cash payments of $8,500, issued 75,000 common shares of the Company valued at $27,750, and granted a 2% and 1.5% NSR on the claims acquired from each

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Beyond Lithium Inc. (Formerly "Beyond Minerals Inc.")

Management's Discussion & Analysis

Year Ended December 31, 2023

Discussion dated: April 25, 2024

vendor, respectively, one-half and one-third of which may be repurchased by the Company for $1,000,000 and $500,000, respectively.

• The Company entered into a series of letter agreements, two of which are dated August 29, 2023 and one of which is dated September 6, 2023 (collectively, the "Letter Agreements"), setting out the terms and conditions upon which the Company will acquire a 100% undivided interest in 45 unpatented mining claims located near Camping Lake in the province of Ontario. Pursuant to the Letter Agreements, the Company paid to the vendors aggregate cash payments of $44,000, issued 80,000 common shares of the Company valued at $31,200, and granted a 2% NSR on 12 of the claims acquired from two vendors, one-half of which may be repurchased by the Company for $2,000,000.
• On August 30, 2023, the Company entered into a mineral property purchase agreement (the "Ear Falls Project Purchase Agreement") setting out the terms and conditions upon which the Company will acquire a 100% undivided interest in 4 contiguous mining claims totaling 17,800 hectares comprising the Ear Falls project located approximately 8 kilometres northeast of the Township of Ear Falls, in the province of Ontario (the "Ear Falls Project"). Pursuant to the Ear Falls Project Purchase Agreement, the Company paid the vendor cash payment of $50,000, issued 138,888 common shares of the Company valued at $54,166, and granted a 3% NSR on the Ear Falls Project, one-third of which may be repurchased by the Company for $1,500,000.
  In addition to the payment of the NSR, the Company is required in accordance to the royalty interest conveyance and agreement (the "Royalty Agreement") dated August 30, 2023 (the "Royalty Date") to:
  o Commencing with the third anniversary of the closing date of the Ear Falls Project Purchase Agreement (the "Closing Date") and on each anniversary of the Closing Date thereafter, the Company shall make payments of annual advance royalties equal to the following:
• 1. Beginning on the third anniversary of the Royalty Date and on or before each anniversary thereafter until commercial production, the Company shall make payments of annual advance royalties of $5,000 per year;
  2. The annual advance royalty shall increase by $5,000 each year over the previous year's annual advance royalty until it reaches a cap of $25,000.

All annual advance royalties paid by the Company to the vendor, whether under the Ear Falls Project Purchase Agreement or the Royalty Agreement, shall constitute prepayment of and advance against royalty payments thereafter accruing to the vendors during the term of this Royalty Agreement. Annual advance royalties paid under the Royalty Agreement will be set off against 70% of the 3% NSR as each payment of the 3% NSR comes due.

Within 5 days following the occurrence of the Company's disclosure of a concentration or occurrence of solid material of economic interest in or on the earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction supported by an NI 43-101, JORC Code or 2021 PERC Reporting Standard technical report (the "Maiden Mineral Resource") and a preliminary economic assessment, the Company is required to:

1. pay $100,000 (or the equivalent number of common shares) upon announcement of a Maiden Mineral Resource with regards to the Ear Falls Project; and

• 1. pay $200,000 (or the equivalent number of common shares) upon completion of a preliminary economic assessment with regards to the Ear Falls Project.
• On September 15, 2023, the Company entered into a series of amending agreements with the optionors in connection with the Option Agreements signed on March 31, 2023, which provides the Company, at

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Beyond Lithium Inc. (Formerly "Beyond Minerals Inc.")

Management's Discussion & Analysis

Year Ended December 31, 2023

Discussion dated: April 25, 2024

its sole discretion, to accelerate the requisite payments and share issuances to the optionors under the Option Agreements in order to earn a 100% interest in and to any number of the 57 optioned properties on an accelerated basis, substantially on the terms and conditions of the draft amending agreements presented to the directors for their review.

• On September 15, 2023, the Company entered into a mineral property purchase agreement (the
  "Expansion Properties Purchase Agreement") setting out the terms and conditions upon which the
  Company will acquire a 100% undivided interest in 279 non-contiguous mining claims totaling 9,378 hectares comprising the expansion properties referred to as Ogani Lake, Maytham, Superb North, Cosgrave, Sydere, McKenzie Bay, and Wenesaga located in the province of Ontario (collectively, the "Expansion Properties"). Pursuant to the Expansion Properties Purchase Agreement, the Company paid to the vendors aggregate cash payments of $44,300, issued 92,880 common shares of the Company, and granted a 2% NSR on the Expansion Properties, one-half which may be repurchased by the Company for $1,000,000.
• On September 14, 2023, the board of directors of the Company approved the transfer of 375,000 RSUs previously granted to consultant of the Company to two of the consultant's shareholders, which are also parties to a consulting services agreement with the Company and are eligible participants under the Company's Omnibus Equity Incentive Plan.
• On October 6, 2023, the Company entered into an option agreement setting out the terms and conditions upon which the Company will acquire a 100% undivided interest in the Victory Project and
  Victory West Project (together, the "Victory Projects") totaling 16,681 hectares situated in the Dryden- Ear Falls region of Ontario. Pursuant to the option agreements, to acquire a 100% interest in the Victory Projects, the Company is required to:
  o within 5 business days of the date of the option agreement, issue 1,168,750 common shares with a value of $350,625 (issued);
  o on or before December 31, 2023, pay $382,500;
  o on or before the first anniversary of the date of the option agreement, pay $495,000 and issue 1,512,500 common shares;
  o on or before the second anniversary of the date of the option agreement, pay $630,000 and issue 1,925,000 common shares; and
  o on or before the third anniversary of the date of the option agreement, pay $742,500 and issue 2,268,750 common shares.
  Upon acquiring a 100% interest in the Victory Projects, the Company shall grant the optionors a 2.0% NSR on such projects. In addition, the Company shall pay the Optionors a $1 million milestone payment for an initial mineral resource estimate filed by the Company in respect of a deposit comprising of the Victory Project that discloses a deposit or orebody exceeding 5 million metric tonnes with an average grade equal to 1.0% lithium oxide or greater and a $2 million milestone payment for a mineral resource estimate filed by the Company in respect of a deposit comprising of the Victory Project that discloses a deposit or orebody exceeding 20 million metric tonnes with an average grade equal to 1.0% lithium oxide.
• On October 23, 2023, the Company granted 107,500 stock options to certain consultants of the Company. The options are exercisable at a price of $0.31 per share for a period of five years from the date of grant, expiring on October 23, 2028. The options vest in four equal tranches on each of the date of grant, January 23, 2024, April 23, 2024, and July 23, 2024.
• On October 23, 2023, the Company granted 90,000 RSUs to certain consultants of the Company. The RSUs vest on January 23, 2024.

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Beyond Lithium Inc. (Formerly "Beyond Minerals Inc.")

Management's Discussion & Analysis

Year Ended December 31, 2023

Discussion dated: April 25, 2024

• On October 23, 2023, the Company granted 510,000 RSUs to certain consultants of the Company. The RSUs vest in three equal tranches on each of January 23, 2024, April 23, 2024, and July 23, 2024.
• On November 16, 2023, the Company closed private placement of 3,118,333 units of the Company
  (the "Units") at a price of $0.30 per Unit for gross proceeds of $935,500 (the "Unit Offering"). Each Unit consists of one common share of the Company (a "Share") and a one-half common share purchase warrant (a "Warrant"). Each full Warrant entitles the holder to purchase one additional Share in the capital of the Company at a price of $0.45 per Share for a period of 24 months from the closing date, subject to customary adjustment and acceleration provisions in certain circumstances. The Warrants are subject to a provision that if the volume weighted average trading price of the common shares of the Company on the Canadian Securities Exchange (the "Exchange") equals or exceeds $0.70 over any period of ten consecutive trading days, the Company will be entitled to accelerate the expiry date of the Warrants to the date which is twenty days following the date notice of such acceleration is delivered to holders of the Warrants. In connection with the Unit Offering, the Company paid certain eligible third parties dealing at arm's length with the Company cash commissions of $23,909 and granted 79,695 non-transferable broker warrants exercisable at a price of $0.30 per share for a period of two years from the date of grant, expiring on November 16, 2025.
• On December 12, 2023, the Company entered into a mineral property option agreement (the "Option Agreement") with Extreme Exploration Inc. (the "Optionee"), pursuant to which the Company has granted the Optionee an exclusive option to acquire (the "Option") an undivided 100% interest in its non-core Fabie Gold project located approximately 35 km northwest of Rouyn-Noranda, Quebec (the "Fabie Gold Project"). Extreme Exploration Inc. is a Vancouver based private exploration company.
  The Fabie Gold Project is intended to serve as the Optionee's qualifying property for a going public transaction to be carried out as an initial public offering, reverse takeover, or other transaction structure which results in the Optionee's common shares becoming listed, or being exchanged for shares which are listed, on a recognized Canadian stock exchange (a "Going Public Transaction").
  Exercise of the Option by the Optionee is subject to the Optionee satisfying the following conditions:
  o completing a Going Public Transaction within 18 months of the date of the Option Agreement (the "Effective Date");
  o issuing to the Company an aggregate of 1,000,000 common shares in the capital of the Optionee upon closing of the Going Public Transaction, subject to certain contractual escrow requirements; o reimbursing the Optionor for its costs associated with the exploration of the Fabie Gold Project in
  the amount of C$150,000 cash as follows:
• 1. $50,000 to be paid on the earlier of (A) 90 days from the Effective Date or (B) closing of the Optionee's first debt or equity financing transaction completed following the Effective Date;
  2. $100,000 to be paid on or prior to completion of the Going Public Transaction; and

• 1. assuming the 1.0% net smelter return royalty obligation of the Company in respect of the Fabie Gold Project in favour of Reyna Silver Corp. upon exercise of the Option.
• During the year ended December 31, 2023, 220,000 stock options were exercised at a price of $0.15 to $0.34 per share for total proceeds of $49,150.
• During the year ended December 31, 2023, 807,948 warrants were exercised at a price of $0.10 to $0.25 per share for total proceeds of $93,865.
• During the year ended December 31, 2023, 223,750 RSUs were converted at a price of $0.335 to $0.40 per share.

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Beyond Lithium Inc. (Formerly "Beyond Minerals Inc.")

Management's Discussion & Analysis

Year Ended December 31, 2023

Discussion dated: April 25, 2024

Events Subsequent to December 31, 2023

• On January 9, 2024, the Company entered into a mineral property purchase agreement (the "Purchase Agreement") with Patriot Lithium Limited ("Patriot"), an Australian based mineral exploration company listed on the Australian Stock Exchange (ASX:PAT), pursuant to which the Company will transfer to Patriot an undivided 100% interest in the 61 mining claims comprising the Company's Borland East and Borland North projects located approximately 60 km northwest of Frontier Lithium's PAK project in Northwest Ontario (the "Borland Claims").
• As consideration for the Borland Claims, Patriot will issue to Beyond Lithium on closing, 1,100,000 fully paid ordinary shares in the capital of Patriot, subject to certain contractual escrow requirements (the "Purchase Price Shares"). Additionally, Patriot shall pay Beyond Lithium a cash payment of $2,500,000 for an initial mineral resource estimate filed or announced by Patriot declaring any JORC, NI 43-101, or SK-1300 compliant, as applicable, deposits or orebodies contained exclusively in any part of the Borland Claims exceeding 20 million metric tonnes of contained Li2O with an average grade equal to 1.0% Li2O or greater.
• Completion of the transactions contemplated by the Purchase Agreement remains subject to certain conditions, including:
  o completion of customary due diligence investigations to the satisfaction of Patriot;
  o Patriot obtaining all necessary consents and approvals to issue the Purchase Price Shares; o no material adverse change occurring with respect to Patriot;
  o the Purchase Agreement not having been terminated;
  o and standard closing conditions for transactions of this nature.
• On February 25, 2024, the Company announced that it has agreed to settle debts relating to certain consulting fees owed to two arm's length parties by issuing an aggregate of 171,554 common shares of the Company at a deemed price of $0.185 per share, representing an aggregate value of $31,737 (the "Debt Settlement").
  All common shares to be issued pursuant to the Debt Settlement will be subject to the statutory hold period of four months and one day from their date of issuance and 58,750 of the shares shall be subject to additional contractual hold period expiring on July 10, 2024.
• On March 31, 2024, the Company entered into a letter of intent (the "LOI") to amend the terms of the Greenfield Lithium properties Option Agreements and the Victory Projects option agreement. Pursuant to the LOI, option cash payments totaling $481,400 will be converted into promissory notes bearing interest at 6% per annum and maturing on August 31, 2024. As consideration for deferring the cash payments, the Company will issue to the vendors a total of 200,000 common shares of the Company.
• Subsequent to the year ended December 31, 2023, 140,000 stock options were exercised at a price of $0.15 per share for total proceeds of $21,000.
• Subsequent to the year ended December 31, 2023, 2,441,277 warrants were exercised at a price of $0.10 - 0.15 per share for total proceeds of $246,242.
• Subsequent to the year ended December 31, 2023, 303,333 RSUs were converted at a price of $0.315 per share.

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