Full Circle Lithium Inc. entered into binding letter of intent to acquire ESG Capital 1 Inc. (TSXV:ESGO.P) in a reverse merger transaction on November 4, 2022. Full Circle Lithium Inc. entered into a definitive agreement to acquire ESG Capital 1 Inc. (TSXV:ESGO.P) in a reverse merger transaction on January 17, 2023. Under the terms of agreement, consideration for the acquisition of all of the outstanding securities of Full Circle, holders of issued and outstanding common shares of Full Circle (“Full Circle Common Shares”) will receive one (1) Resulting Issuer common share (the “Resulting Issuer Common Shares”) for each one (1) Full Circle Common Share (the “Exchange Ratio”). Upon Completion of the Transaction, 50,854,000 Resulting Issuer Shares issued to existing holders of Full Circle Common Shares. The final structure of the Transaction is subject to the receipt of tax, corporate and securities law advice by both ESG Capital and Full Circle. Immediately prior to the completion of the Transaction, it is anticipated that: (i) ESG Capital will consolidate its issued and outstanding ESG Capital Common Shares on the basis of approximately 1.17 pre-consolidation ESG Capital Common Shares for each one (1) post-consolidation ESG Capital Common Share (the “ESG Capital Consolidation Ratio”) as a condition to the completion of the Transaction (the “ESG Capital Consolidation”). All incentive stock options of ESG Capital are anticipated to be adjusted on the basis of the ESG Capital Consolidation Ratio. As a part of this merger, Full Circle Lithium proposes to acquire all of the issued and outstanding securities of ESG Capital in exchange for the issuance of securities of Full Circle Lithium, which will result in ESG Capital becoming a wholly-owned subsidiary of Full Circle Lithium (the “Transaction”). Upon completion of the Transaction, it is anticipated that the Resulting Issuer will be an industrial issuer focused on lithium and battery materials reintegration. Under this transaction, ESG Capital where the existing shareholders of Full Circle will own a majority of the outstanding common shares of ESG Capital (the “ESG Capital Common Shares”). Upon Completion, Resulting Issuer will change its name to “Full Circle Lithium Inc.” or such other name to be determined by Full Circle. As of April 19, 2023, the name “ESG Capital 1 Inc.” was also changed to “Full Circle Lithium Corp.” Pursuant to the terms and conditions of the LOI, ESG Capital and Full Circle will negotiate and enter into a definitive agreement (the "Definitive Agreement") incorporating the principal terms of the Transaction as described in the LOI and the LOI is expected to be superseded by the Definitive Agreement to be negotiated between the parties. In connection with the transaction, Full Circle Lithium announced a private placement offering for aggregate gross proceeds of up to CAD 10,000,200.

Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer will be reconstituted to consist of such directors as may be determined by Full Circle. The senior management team of the Resulting Issuer will consist of those officers appointed by the new board of directors of the Resulting Issuer concurrent with the closing of the Transaction. The board of directors of the Resulting Issuer is expected to be comprised of Mike Cosic, Paul Fornazarri, Franco Mignacco, Carlos Vicens and Orlee Wertheim. Further, the senior management team of the Resulting Issuer is anticipated to include Carlos Vicens (President & Chief Executive Officer), Omar Gonzalez (Chief Financial Officer & Secretary) and Tom Currin (Chief Operating Officer).

The completion of the Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence review, negotiation and execution of the Definitive Agreement and accompanying transaction documents, approval by the boards of directors of each of ESG Capital and Full Circle, approval of the shareholders of each of ESG Capital and Full Circle for all matters required in connection with the Transaction, including the ESG Capital Consolidation and name change, ESG Capital having a minimum of CAD 275,000 of net working capital immediately prior to the closing the Transaction, obtaining necessary third party approvals, TSXV acceptance, closing of the Private Placement for minimum aggregate gross proceeds to be determined by the parties and preparation and filing of a management information circular or filing statement outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Transaction, in accordance with the policies of the TSXV. As previous reported, all matters submitted to shareholders in connection with the Proposed Transaction were approved at its special meeting of shareholders of ESG held on January 4, 2023. As of April 19, 2023, TSXV Venture Exchange has conditionally approved the proposed business combination. Assuming all conditions are satisfied, the Corporation and Full Circle anticipate closing of the Proposed Transaction to occur on or around April 20, 2023. Marrelli Trust Company Limited acted as transfer agent to ESG.