Largo Physical Vanadium Corp (LPV) entered into a letter of intent to acquire Column Capital Corp. (TSXV:CPC.P) in a reverse merger transaction on February 1, 2022. Largo Physical Vanadium Corp entered into a definitive agreement to acquire Column Capital Corp. for CAD 6.2 million in a reverse merger transaction on April 14, 2022. Approximately 17,835,741 post-Consolidation Column Shares are expected to be issued by Column to LPV Shareholders, which, based on the deemed price of CAD 2 per post-Consolidation Column Share, would represent an aggregate consideration value of CAD 35.7 million. Column Capital or Largo Physical Vanadium will complete a fully marketed private placement to raise minimum gross proceeds of CAD 5 million and up to CAD 25 million. Pursuant to the Financing, LPV is proposing to issue a minimum of 2,500,000 LPV Subscription Receipts and up to a maximum of 10,000,000 LPV Subscription Receipts, for minimum aggregate gross proceeds of CAD 5,000,000 and maximum aggregate gross proceeds of CAD 20,000,000. In connection with the Proposed Transaction, the Resulting Issuer intends to change its name to "Largo Physical Vanadium Corp." or such other similar name as is determined by LPV and acceptable to applicable regulators and will also apply to change its stock symbol. Upon completion of the proposed qualifying transaction, Column Capital will have acquired 100% ownership of Largo Physical Vanadium and the business of Largo Physical Vanadium will become the business of the entity resulting from the proposed qualifying transaction. Upon completion of the Transaction, it is anticipated that an aggregate of 18,292,876 Resulting Issuer Shares will be issued and outstanding and that: (a) the current Column shareholders will hold 457,135 Resulting Issuer Shares, representing approximately 2.5% of the outstanding Resulting Issuer Shares; and (b) the current LPV shareholders will hold 17,835,741 Resulting Issuer Shares, representing approximately 97.5% of the outstanding Resulting Issuer Shares. Subject to TSXV approval, upon completion of the Transaction, it is expected that the board of directors and the senior officers of the Resulting Issuer will be made up of the following individuals: Paul Vollant – Director and Chief Executive Officer; Jonathan Lee – Director; John Kannellitsas – Director; Andrea Weinberg – Director, Justin Reid – Director and Larry Ciccarelli – Director.

Completion of the proposed transaction is subject to completion of a fully marketed private placement, receipt of applicable regulatory and stock exchange approvals, including the approval of the Exchange for the Proposed Transaction, completion of satisfactory due diligence, certain approvals from the Column board of directors, the Column shareholders, and the LPV shareholders and the execution of the definitive agreement and related transaction documents. As a condition to closing of the proposed qualifying transaction, Largo will exchange vanadium equivalent products to Largo Physical Vanadium in exchange for common shares of Largo Physical Vanadium, on terms and conditions that will be determined in the context of the market. Outside date of the transaction is extended from April 30, 2022 to July 1, 2022. AS of September 13, 2022, conditional approval from the TSX Venture Exchange has been received, and the transaction is expected to close on or about September 15, 2022. J.R. Laffin of Stikeman Elliott LLP acted as legal advisor to Largo Physical Vanadium Corp. Sprott Private Wealth LP acted as financial advisor and Melinda Park of Borden Ladner Gervais LLP acted as legal advisor to Column Capital Corp. Computershare Investor Services Inc. acted as transfer agent and registrar to Column Capital Corp.

Largo Physical Vanadium Corp (LPV) completed the acquisition of Column Capital Corp. (TSXV:CPC.P) in a reverse merger transaction on September 15, 2022.