Lithium Ionic Inc. entered into a letter of intent to acquire POCML 6 Inc. (TSXV:POCC.P) for CAD 34.4 million in a reverse merger transaction on January 7, 2022. Lithium Ionic Inc. entered into definitive agreement to acquire POCML 6 Inc. in a reverse merger transaction on February 7, 2022. Certain POCML6 Shares to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSXV, including the securities to be issued to principals which will be subject to the escrow requirements of the TSXV. Lithium Ionic has entered into an engagement letter to complete a private placement offering for aggregate gross proceeds of up to CAD 10 million. It is anticipated that the Resulting Issuer will continue the business of Lithium Ionic under a name to be determined by Lithium Ionic. Upon completion of the Proposed Transaction, the non-diluted common shares of the Resulting Issuer shall be held as follows: 71,710,001 Resulting Issuer Shares (72.28%) held by former Lithium Ionic shareholders; 20,000,000 Resulting Issuer Shares (20.16%) held by subscribers of Subscription Receipts assuming closing of the maximum amount of the Offering); and 7,500,000 Resulting Issuer Shares (7.56%) held by existing POCML6 securityholders (assuming exercise of all POCML6 options and broker warrants prior to the closing of the Proposed Transaction), subject to change as a result of the final size of the Offering and other issuances of securities of Lithium Ionic prior to closing of the Proposed Transaction. The Letter of Intent contemplates that Lithium Ionic and POCML6 will negotiate and enter into a definitive agreement in respect of the Proposed Transaction on or before February 6, 2022. Proposed Directors and officers of the Resulting Issuer consists of Helio Diniz as Chief Executive Officer and Director, Patrizia Ferrarese, David Gower, Lawrence Guy, Michael Shuh as Directors, Greg Duras as Chief Financial Officer and Damian Lopez as Corporate Secretary.

The completion of the Proposed Transaction is subject to a number of terms and conditions, including and without limitation to the following: negotiation and execution of the Definitive Agreement, receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents; the absence of any material change or a change in a material fact or a new material fact affecting POCML6 or Lithium Ionic; the completion of the Consolidation and the name change of POCML6 to “Lithium Ionic Corp.” or such other name as determined by Lithium Ionic, if applicable, POCML6 having received appropriate approvals from its shareholders; Lithium Ionic having received appropriate approvals from its shareholders; the completion of the Offering for minimum gross proceeds of CAD 7,500,000; the completion of a NI 43-101 compliant technical report in respect of the Itinga Project; and the exercise of all outstanding stock options of POCML prior to the Consolidation. POCML shareholders approved the transaction on annual and special meeting of shareholders held on March 28, 2022. Lithium Ionic shareholder will hold a meeting on April 14, 2022 to approve the transaction.

Lithium Ionic Inc. completed the acquisition of POCML 6 Inc. (TSXV:POCC.P) in a reverse merger transaction on May 19, 2022. Lithium Ionic shares are expected to commence trading on the TSX Venture Exchange (the “TSXV”) under the ticker symbol “LTH” on or about May 24, 2022. In connection with the completion of the Transaction, the TSXV has conditionally approved the listing of the Company Shares. Prior to the completion of the transaction, Lithium Ionic: (i) completed a consolidation of its issued and outstanding common shares (“Company Shares”) on the basis of 0.614504 of one (1) post-consolidation Company Share for every one (1) pre-consolidation Company Share (the “Consolidation”); and (ii) approved the change of its name from “POCML 6 Inc.” to “Lithium Ionic Corp.” Pursuant to the transaction, the issued and outstanding common shares of Lithium Ionic were exchanged for POCML Shares on a 1:1 basis. Pursuant to the transaction: (i) an aggregate of 89,420,202 post-Consolidation POCML Shares were issued in exchange for the Lithium Ionic. Miller Thomson LLP acted as legal counsel to Lithium Ionic, Irwin Lowy LLP acted as legal counsel to POCML 6.