Critical Elements Lithium : Management Information Circular

NOTICE AND MANAGEMENT INFORMATION CIRCULAR FOR

THE ANNUAL MEETING OF SHAREHOLDERS

To be held on

Tuesday September 13, 2022 at 12:30 p.m. (Eastern Time)

At 800 Square Victoria, suite 3700, Montreal, Quebec H4Z 1E9

Dated: August 9, 2022

Record Date: Tuesday, August 9, 2022

NOTICE OF THE ANNUAL AND SPECIAL MEETING

OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of Critical Elements Lithium Corporation (the "Corporation") will be held on 800 Victoria Square, Suite 3700, Montreal, Quebec, H4Z 1E9, on September 13, 2022 (the "Meeting") at 12:30 p.m., local time, for the following purposes:

1. to present to shareholders the financial statements of the Corporation for the financial year ended on August 31, 2021, as well as the auditors' report thereon;
2. to elect the directors of the Corporation;
3. to appoint the auditors of the Corporation and to authorize the Board of Directors to fix the auditors' remuneration;
4. to consider, and if deemed advisable, to adopt an ordinary resolution in the form annexed as Schedule "B" to the Management Information Circular, ratifying, approving and confirming the Corporation's equity incentive compensation plan (the "Omnibus Plan"). For more information, see "Approval of Omnibus Plan" in the Management Information Circular; and
5. to transact such other business that may properly come before the Meeting.

Additional information on the above matter can be found in the Circular as "Meeting Agenda", "Appointment of Auditors and Authorization of Directors to Determine the Remuneration of Auditors".

Shareholders of record at the close of business on August 9, 2022, (the "Record Date") are entitled to receive notice of the Meeting, to act at the Meeting and express their voting rights. No person who becomes a shareholder after the Record Date will be entitled to vote or act at the Meeting or any adjournment thereof.

If you are unable to attend the Meeting, please date and sign the form of proxy or voting instruction form accompanying this notice and return it. Proxies to be used at the meeting must be deposited with Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, prior to 5:00 p.m. (Eastern Time) on September 9, 2022, or with the Secretary of the Corporation prior to the commencement of the meeting or any adjournment thereof. The form of proxy or voting instruction form may also be provided over the Internet or by fax by following the instructions on the form of proxy.

Montreal, August 9, 2022

By order of the Board of Directors

(s) Jean-Sébastien Lavallée

Jean-Sébastien Lavallée,

Chief Executive Officer

- 2 -

	TABLE OF CONTENTS
A-	VOTING INFORMATION........................................................................................................................................	4
	SOLICITATION OF PROXIES ...............................................................................................................................	4
	QUORUM FOR THE TRANSACTION OF BUSINESS ..........................................................................................	4
	APPOINTMENT OF PROXYHOLDER AND RIGHT OF REVOCATION OF PROXIES.........................................	4
	EXERCISE OF DISCRETION BY PROXIES .........................................................................................................	4
	ADVICE TO NON-REGISTERED SHAREHOLDERS............................................................................................	5
	QUESTIONS..........................................................................................................................................................	6
	INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON .........................................................	6
	AUTHORIZED CAPITAL STOCK, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF....................	6
B- MATTERS FOR CONSIDERATION AT THE MEETING........................................................................................	6
	PRESENTATION OF FINANCIAL STATEMENTS.................................................................................................	6
	ELECTION OF DIRECTORS .................................................................................................................................	7
C- COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS .....................................................................	9
	COMPENSATION OF EXECUTIVE OFFICERS....................................................................................................	9
	DIRECTORS' COMPENSATION .........................................................................................................................	15
	AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ...................................................	16
	TERMS AND CONDITIONS OF THE STOCK OPTION PLAN ............................................................................	16
D-	CORPORATE GOVERNANCE............................................................................................................................	17
E-	AUDIT COMMITTEE............................................................................................................................................	22
	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ....................................................................	23
	INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ..........................................................	23
	MANAGEMENT CONTRACTS............................................................................................................................	24
	APPOINTMENT OF AUDITORS AND AUTHORIZATION GIVEN TO THE BOARD TO FIX THE
	REMUNERATION OF THE AUDITORS ..............................................................................................................	24
F- APPROVAL OF THE OMNIBUS PLAN...............................................................................................................	24
	OTHER MATTERS ..............................................................................................................................................	28
	SHAREHOLDER PROPOSALS...........................................................................................................................	28
	ADDITIONAL INFORMATION..............................................................................................................................	28
	APPROVAL OF INFORMATION CIRCULAR.......................................................................................................	28
SCHEDULE A AUDIT COMMITTEE CHARTER...........................................................................................................	30
SCHEDULE B SHAREHOLDERS' RESOLUTION .......................................................................................................	35
SCHEDULE C THE OMNIBUS PLAN ...........................................................................................................................	36

- 3 -

CRITICAL ELEMENTS LITHIUM CORPORATION

(the "Corporation")

MANAGEMENT INFORMATION CIRCULAR

(Containing information as at August 9, 2022, unless indicated otherwise)

A- VOTING INFORMATION

SOLICITATION OF PROXIES

The management of the Corporation solicits proxies to be used at the annual and special meeting of shareholders of the Corporation (the "Meeting") to be held at the time and place and for the purposes set forth in the attached Notice of Meeting and at any adjournment thereof. The cost of this solicitation will be borne by the Corporation. Accordingly, the management of the Corporation has drafted this management information circular (the "Circular") that it is sending to all the security holders entitled to receive a Notice of Meeting.

Proxies will primarily be solicited by mail, but may also be solicited by e-mail, or telephone. Proxies may be solicited by employees, officers, directors or agents of the Corporation. The Corporation does not intend to remunerate anyone for soliciting proxies, and will assume all related expenses. The Corporation has not retained the services of a third party for proxy solicitation. However, should it decide to do so, the fees paid to the person doing the solicitation are expected to be reasonable.

If you are unable to attend the Meeting in person, you may complete and return the enclosed form of proxy following the instructions therein. The deadline for voting is 5:00 pm (Eastern time) on September 9, 2022, or, in the case of adjournment or postponement of the meeting, at least forty-eight (48) hours before the time of resumption or postponement (excluding Saturdays, Sundays and holidays). The chair of the meeting may waive the deadline for the filing proxies at his or her discretion without notice.

QUORUM FOR THE TRANSACTION OF BUSINESS

The Corporation's By-Laws provide that the quorum at a meeting of the shareholders of the Corporation shall be constituted by the attendance of shareholders, present in person or represented by proxy, holding at least 10% of the votes attached to the outstanding voting shares.

APPOINTMENT OF PROXYHOLDER AND RIGHT OF REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are directors and officers of the Corporation. A shareholder has the right to appoint as his or her proxy a person, who need not be a shareholder, other than those whose names are printed on the accompanying form of proxy. A shareholder who wishes to appoint some other person to represent him or her at the Meeting may do so either by inserting such other person's name in the blank space provided in the form of proxy and signing the form of proxy or by completing and signing another proper form of proxy.

A shareholder may revoke a proxy at any time by sending an instrument in writing executed by him or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized in writing, at the same address where the form of proxy was sent and within the delays mentioned therein, or two business days preceding the date the Meeting resumes if it is adjourned, or by modifying it online the day of the Meeting by following the instructions given per the Chairman of the Meeting.

EXERCISE OF DISCRETION BY PROXIES

The management undertakes to respect the holder's instructions.

In the absence of any indication by the mandator, the agent will exercise the right to vote IN FAVOUR of each question defined on the form of proxy, in the Notice of Meeting or in the Circular.

Unless otherwise specified herein, all resolutions will be adopted by a simple majority of the votes represented at the Meeting.

- 4 -

Management does not know and cannot foresee at the present time any amendments or new points to be brought before the Meeting. If such amendments or new points were to be brought before the Meeting, the persons named in the enclosed form of proxy will vote on such matters in the way they consider advisable.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section should be reviewed carefully by the non-registered shareholders. Shareholders who do not hold their shares in their own name ("Beneficial Shareholders") should note that only proxies deposited by shareholders whose names appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of shares will be recognized and acted upon at the Meeting. If shares are listed in an account statement provided to a shareholder by a broker, those shares will, in all likelihood, not be registered in the shareholder's name. Such shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

If you are a non-registered shareholders who wishes to attend, participate or vote at the Meeting, insert your own name in the space provided in the voting instruction form sent to you by your intermediary, follow any applicable instructions provided by the intermediary AND register yourself as a proxyholder as described above. In doing so, you are instructing the intermediary to appoint yourself as proxyholder. It is important to follow the intermediary's instructions on how to sign and return the documents.

Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer ("Regulation 54-101")of the Canadian Securities Administrators requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder.

In Canada, the vast majority of brokers now delegate responsibility of obtaining instructions from clients to Broadridge Financial Solutions Inc. ("BFSI") in Canada. BFSI typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to BFSI, or otherwise communicate voting instructions to BFSI (by way of the Internet or telephone, for example). BFSI then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a BFSI voting instruction form cannot use that form to vote shares directly at the Meeting. The voting instruction forms must be returned to BFSI (or instructions respecting the voting of shares must otherwise be communicated to BFSI) well in advance of the Meeting in order to have the shares voted. If you have any questions respecting the voting of shares held through a broker or other intermediary, please contact your broker or other intermediary for assistance.

This Circular and accompanying materials are being sent to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("Objecting Beneficial Owners", or "OBOs") and those who do not object to their identity being made known to the issuers of the securities they own ("Non-ObjectingBeneficial Owners", or "NOBOs"). Subject to the provision of Regulation 54-101 issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. If you are a Beneficial Shareholder, and the Corporation or its agent has sent these materials directly to you, your name, address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common shares on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for delivering these materials to you and executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Corporation's OBOs can expect to be contacted by BFSI or their brokers or broker's agents, as set out above. The Corporation has agreed to pay the intermediaries for delivering the proxy-related materials and related voting instruction form to the OBOs.

- 5 -