United Lithium Corp. (formerly United Battery Metals Corp.)

Management Discussion and Analysis

For the six months Ended January 31, 2022 and 2021

INTRODUCTORY COMMENT

United Lithium Corp. (formerly United Battery Metals Corp.) (the "Company") was incorporated on April 28, 2017, under the laws of the Province of British Columbia, Canada, and its principal activity is the acquisition and exploration of mineral properties in the United States.

The head office and principal address of the Company is located at 750 West Pender Street, Suite 401, Vancouver,

British Columbia, Canada, V6C 2T7. The Company's registered and records office address is 750 West Pender Street,

Suite 401, Vancouver, British Columbia, Canada, V6C 2T7.

This MD&A supplements but does not form part of the condensed consolidated interim financial statements of the Company and notes thereto for the six months ended January 31, 2022, and consequently should be read in conjunction with the audited consolidated financial statements for the year ended July 31, 2021, which are presented in accordance with International Financial Reporting Standards ("IFRS"). Information in this MD&A is current as of March 24, 2022.

We recommend that readers consult the "Cautionary Statement" on the last page of this report.

BOARD OF DIRECTOR AND MANAGEMENT CHANGES

On September 9, 2020, the Company appointed Aman Parmar as director of the Company.

On December 11, 2020, Robert Dubeau resigned as director of the Company.

On February 19, 2021, the Company appointed Mark Ireton and Robert Schafer as directors of the Company.

PROJECT SUMMARY

ACQUISITION AND AMALGAMATION

On August 28, 2020, the Company obtained 100% control over 1263391 B.C. Ltd. ("126 B.C.") and acquired all issued and outstanding common shares.

On October 13, 2020, the Company, closed an amalgamation between the Company's wholly- owned subsidiary 126

B.C. and 1257590 B.C. Ltd. ("125 B.C") by issuing 11,500,000 common shares of the Company with a fair value of $7,820,000. No finder's fee was paid in connection with the transaction.

Pursuant to the amalgamation, the Company obtained 125 B.C.'s option ("Option") to acquire up to 100% of the

Barbara Lake Lithium Property, which comprised of 56 mining cell claims covering approximately 2,147 hectares land in the Barbara Lake Area, Thunder Bay Mining District, Ontario, Canada.

The Company also issued 109,965 common shares of the Company to the property owner of the Barbara Lake Lithium Property with a fair value of $74,776.

The Option will be exercisable as follows:

Payments

  • - Payment of $40,000 in cash to the property owner by July 30, 2020 (paid - November 10 ,2020);

  • - Payment of $40,000 in cash to the property owner by July 30, 2021 (paid - November 15, 2021); and

  • - Payment of $50,000 in cash to the property owner by July 30, 2022;

  • - Issue to the property owner such number of the Company's shares within 10 business days at the date of

    closing (109,965 common shares issued on October 13, 2020);

  • - Issue to the property owner such number of the Company's shares as equal to $40,000, by July 31, 2021

    (issued November 15, 2021), and

  • - Issue to the property owner such number of Company's shares as equal to $50,000, by July 31, 2022.

Expenditures

  • - Incurring $100,000 of expenditures on the Property by July 31, 2021; (achieved)

  • - Incurring and additional $250,000 of expenditures on the Property by July 31, 2022,

  • - Incurring and additional $500,000 of expenditures on the Property by July 31, 2023.

EARN-IN AGREEMENT

On October 30, 2020 ("Effective Date"), the Company entered into an earn-in agreement with Wealth Minerals

Limited ("WML"), pursuant to which the Company has been granted the exclusive option to acquire, in multiple

phases, up to 70% interest in The Harry Project claims, and up to 100% interest in the Vapor Project claims, both of which are located in Chile.

To earn an initial 51% interest in the Vapor Project and 70% interest in the Harry Project, the Company shall:

  • - Pay $200,000 cash and issue 500,000 common shares to WML upon completion of a due diligence review;

  • - Incur expenditures in the aggregate amount of $500,000 and issue an additional 500,000 common shares to WML on or before the first anniversary of the Effective Date; and

  • - Issue an additional 250,000 common shares to WML.

To earn an additional 49% interest in the Vapor Project, the Company shall:

  • - Incur expenditures in the aggregate amount of $1,000,000 and issue 250,000 common shares to WML on or before the fourth anniversary of the Effective Date; and

  • - Maintain and keep the licenses in good standing.

As at January 31, 2022, no payments were made, and no shares were issued to WML in relation to the earn-in transaction. At the date of this report, the Company decided not to proceed with the earn-in transaction with WML and is in the process of terminating the agreement.

ACQUISITION OF BERGBY LITHIUM AB

On April 29, 2021 the Company acquired from Leading Edge Materials ("Leading Edge") and its subsidiaries Tasman Metals AB ("Tasman") and Tasman Metals Ltd., all of the issued and outstanding share capital of Bergy Lithium AB

("Bergby"). Bergby holds a 100% interest in and to the mining licenses comprising of the Bergby Lithium project ("Bergby Lithium Project"), located in central Sweden. Total consideration as follows:

  • - Cash of $250,000 paid at the closing date;

  • - 1,031,864 common shares issued by the Company at the closing date with a fair value of $1,031,864. The common shares are subject to an escrow restriction whereby 20% of such shares shall be released after each subsequent four-month period following the closing date;

  • - 400,000 common share purchase warrants issued by the Company at the closing date with a fair value of $358,980. Each share purchase warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of $0.485 for a period of 36 months;

  • - Payment of an additional $250,000 in cash on the date that is six months following the closing date; (Paid - October 20, 2021).

The Company will also commit to Leading Edge Materials to exercise reasonable commercial efforts toward spending $1,000,000 on exploration work on the Project within 18 months from the Closing Date.

ACQUISITION OF LITIUMLÖYDÖS OY

On December 15, 2021, the Company entered into a definitive agreement (the "Agreement") with Sunstone Metals Limited ("Sunstone"), Scandian Metal Pty Ltd., Scandian Metals AB and Litiumlöydös Oy ("Litiumlöydös") to acquire

(the "Acquisition") 83.6% of the issued and outstanding share capital of Litiumlöydös, a Finland company which holds a 100% interest in and to the mining licenses comprising the Kietyönmäki Lithium project (the "Project") located in

the Kietyönmäki lithium prospect.

On February 11, 2022 the Company completed the acquisition of 83.6% of the issued and outstanding share capital of Litiumlöydös. The Consideration for the Acquisition is comprised of an aggregate of $420,000 in cash and 871,803 common shares in the capital of ULTH (the "ULTH Shares"). The ULTH Shares will be issued at a deemed price of

$0.48 per share and subject to an escrow restriction whereby 70% of such ULTH Shares shall be released four (4)

months (June 11, 2022) following the closing date of the Acquisition (the "Closing Date"), and the remaining 30%

ULTH Shares shall be released eight (8) months (October 11, 2022) following the Closing Date

Project Details

The Kietyönmäki lithium project was discovered by the Finnish Geological Survey ("GTK") in the mid-1980's. GTK drilled 17 shallow diamond drill holes to test down to 70 metres below surface across three traverses, including one traverse of very shallow holes to locate bedrock. In 2016, six holes were drilled by Sunstone which intersected lithium mineralization hosted within a spodumene-bearing pegmatite dyke swarm.

Historical drilling results from GTK include 24.25 metres grading 1.31% Li2O in drill hole R310 from 58.75 metres; 13 metres grading 1.66% Li2O in drill hole R316 from 86.00 metres; and 23 metres grading 1.53% Li2O in drill hole R307 from 14.10 metres.

Historical results from Sunstone include 42 metres grading 1.10% Li2O in drill hole KMDD001 from 17.88 metres; 6 metres grading 0.90% Li2O in drill hole KMDD002 from 115.14 metres; and 9 metres grading 0.80% Li2O in drill hole KMDD006 from 167.00 metres.

Surface channel sampling by GTK included 16.25 metres at 1.72% Li2O, 115.6 ppm Nb2O5 and 130.2 ppm Ta2O5; 7.70 metres at 1.21% Li2O, 100.2 ppm Nb2O5 and 111.3 ppm Ta2O5 and 2.25 metres at 1.10% Li2O, 105.4 ppm Nb2O5 and 163.5 ppm Ta2O5.

SPECIAL WARRANTS AND SPECIAL BROKER WARRANTS

On March 8, 2021, the Company completed a special warrant private placement issuing 13,939,394 units at a price of $0.66 per unit for gross proceeds of $9,200,000. Each unit consisted of one common share and one common share purchase warrant. Each common share purchase warrant entitles the holder to purchase one common share at a price of $0.85 for a period of 24 months from the date of issuance.

All unexercised Special Warrants will automatically be exercised on the date that is the earlier of (i) six (6) months and a day following Closing of the Offering, and (ii) the 3rd business day after a receipt is issued for the Final Prospectus. At this point, the company will issue 6,969,697 normal warrants with no fair value as Company uses residual value method for private placements in units.

In connection with the closing of special warrants private placement, the Company also granted 547,445 non-transferable compensation warrant units to the agents at an exercise price of $0.66 in exchange for one-and-one-fourteen (1.14) of a unit for a period of 2 years. Each compensation warrant units entitles the holder to receive one common share and one-half underlying purchase warrant for an exercise price of $0.85 for a period of 2 years after the closing. The compensation warrants were fair valued at $361,314.

In connection with the closing of special warrants private placement, the Company also granted 428,312 non-transferable advisory warrant units to the agents at an exercise price of $0.66 in exchange for one-and-one-fourteen (1.14) of a unit for a period of 2 years. Each advisory warrant units entitles the holder to receive one common share and one-half underlying purchase warrant for an exercise price of $0.85 for a period of 2 years after the closing. The advisory warrants were fair valued at $282,686.

During the year ended July 31, 2021, the Company recorded $920,278 of special warrant issuance costs for cash commissions and professional services (includes compensation and advisory warrants) in connection with the special warrant private placement.

On September 9, 2021, the Company converted 13,939,394 special warrants in connection with the March 8, 2021 private placement at a rate of 1.14 resulting in the issuance of 15,890,886 shares and 7,945,435 warrants each exercisable at a price of $0.85 until March 8, 2023. At the time of conversion, the $1,564,281 of special warrants share issuance cost were transferred to regular share issuance cost.

SHARE CONSOLIDATION

On February 18, 2020, the Company consolidated its common shares on the basis of 1 new share for every 7 old shares (the "Consolidation"). Prior to the Consolidation, the Company had 25,372,544 common shares issued and outstanding. No fractional shares were issued pursuant to the Consolidation, and subsequent to the Consolidation, the Company had 3,624,632 common shares issued and outstanding.

All comparative references herein to the number of shares, options, warrants, weighted average number of common shares and loss per share have been restated for the Consolidation, including all such numbers presented for the prior year.

RESULTS OF OPERATIONS

Three months ended January 31, 2022 2021

Six months ended January 31, 2022 2021

Expenses

Depreciation

-

-

875

-

General and administration

21,182

1,729

65,131

3,289

Investor relations

28,569

29,086

39,569

29,086

Management and consulting fees

185,889

57,525

247,144

157,525

Marketing

731,085

650,605

1,709,044

650,605

Professional fees

238,123

97,458

381,800

134,620

Project generation

186,534

26,000

260,559

41,000

Public company costs and Director fees

15,949

1,875

33,740

3,750

Regulatory and transfer agent fees

16,038

6,243

29,228

9,323

Share-based payments

1,443,870

1,095,219

1,581,717

1,095,219

Foreign exchange loss

2,002

6,794

6,476

(2,804)

Total expenses

(2,869,241)

(1,972,534)

(4,355,283)

Transaction costs

(59,743)

(17,066)

(59,743)

Loss on settlement of debt

(92,454)

(294,333)

(92,454)

Net loss

(3,021,438)

(2,283,933)

$

$

$

$

(2,121,613)

(17,066) (294,333)

$

$

$ (4,507,480)

$ (2,433,012)

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United Lithium Corporation published this content on 25 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2022 18:36:47 UTC.