Standard Lithium (SLI) 40FR12B Initial registration of securities (Canada)

Exhibit 99.35

STANDARD LITHIUM LTD.

AMENDED AND RESTATED ANNUAL INFORMATION FORM

Amending and Restating the Annual Information Form dated January 10, 2020

for the Fiscal Year ended June 30, 2019

Dated May 6, 2020

CORPORATE OFFICE

Suite 835, 1100 Melville Street

Vancouver, British Columbia, V6E 4A6

REGISTERED OFFICE

Suite 2200, 885 West Georgia Street

Vancouver, British Columbia, V6C 3E8

TABLE OF CONTENTS

PRELIMINARY NOTES AND CAUTIONARY STATEMENT	1
CORPORATE STRUCTURE	2
GENERAL DEVELOPMENT OF THE BUSINESS	3
DESCRIPTION OF THE BUSINESS	12
MINERAL PROPERTIES	16
RISK FACTORS	33
DIVIDENDS AND DISTRIBUTIONS	47
CAPITAL STRUCTURE	47
MARKET FOR SECURITIES	47
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL
RESTRICTIONS ON TRANSFER	49
DIRECTORS AND OFFICERS	49
PROMOTERS	51
AUDIT COMMITTEE	51
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	52
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	52
AUDITORS, TRANSFER AGENT AND REGISTRAR	53
MATERIAL CONTRACTS	53
INTEREST OF EXPERTS	53
ADDITIONAL INFORMATION	54
SCHEDULE “A” Audit Committee Mandate	A-1

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PRELIMINARY NOTES AND CAUTIONARY STATEMENT

Date of Information

All information in this Annual Information Form (“AIF”) is as of June 30, 2019, unless otherwise indicated.

Cautionary Notes to U.S. Investors Concerning Resource Estimates

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the U.S. securities laws. All resource estimates included in this AIF have been prepared in accordance with the guidelines set out in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification System. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” used in this AIF are defined in NI 43-101; however, these terms are not defined terms under United States Securities and Exchange Commission (“SEC”) Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be upgraded to a higher category. Investors are further cautioned that “inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under Canadian rules, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Accordingly, information contained in this AIF and the documents incorporated by reference herein containing descriptions of the Company’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under United States federal securities laws and the rules and regulations thereunder.

Currency

Except where otherwise indicated, all references to currency in this AIF are to Canadian Dollars (“$”).

Forward-Looking Information

Except for statements of historical fact, this AIF contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar terms, or statements that certain events or conditions “might”, “may”, “could” or “will” occur. In particular, forward-looking information in this AIF includes, but is not limited to, statements with respect to future events and is subject to certain risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause results to differ

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materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including the state of the electric vehicle market; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in the mining industry; the development of the COVID-19 global pandemic, changes in tax laws and incentive programs relating to the mining industry; and the other factors described herein under “Risk Factors”, as well as in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this AIF is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Certain Other Information

Certain information in this AIF is obtained from third party sources, including public sources, and there can be no assurance as to the accuracy or completeness of such information. Although believed to be reliable, management of the Company has not independently verified any of the data from third party sources unless otherwise stated.

CORPORATE STRUCTURE

Name, Address and Incorporation

Standard Lithium Ltd. (“Standard” or the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

Standard is a specialty chemical company focused on the exploration and development of mineral assets with a stated objective to lead the new wave of lithium production.

The Company’s flagship project is in southern Arkansas, where it is engaged in the testing and proving of commercial viability of lithium extraction from over 150,000 acres of permitted brine operations and also the resource development of over 27,000 net acres of separate brine leases, both located in the Smackover Formation (the “LANXESS Property”). It is also engaged in the exploration and resource development of approximately 45,000 acres at the Bristol and Cadiz Dry Lake lithium projects located in the Mojave Desert in San Bernardino County, California.

Standard is listed on the TSX Venture Exchange (“TSXV”) and trades under the symbol “SLL”, on the Frankfurt Stock Exchange (“FRA”) under the symbol “S5L” and on the OTC-Nasdaq under the symbol “STLHF”. The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and files its continuous disclosure documents with the Canadian Securities Authorities in such provinces.

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Such documents are available on SEDAR at www.sedar.com. Standard’s filings throughSEDAR are not incorporated by reference in this AIF.

The Company’s corporate office is located at Suite 835, 1100 Melville Street, Vancouver, British Columbia, V6E 4A6 and its registered office is located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

Intercorporate Relationships

Standard has four subsidiaries, being Moab Minerals Corp. (“MoabSub”) (a holding company which owns the shares of 1093905 Nevada Corp.), Vernal Minerals Corp. (“VernalSub”) (a holding company which owns the shares of Arkansas Lithium Corp., which in turn operates the Demonstration Plant (defined below)), both of which are incorporated under the laws of the Province of British Columbia, 2661881 Ontario Limited (“2661881”) (which owns intellectual property rights to be used in the operation of the Demonstration Plant) and California Lithium Ltd. (“CaliforniaSub”), a Nevada corporation. Standard is the registered and beneficial owner of all the outstanding share capital in all subsidiaries.

The following list sets out the Company’s intercorporate relationships. Each of the below noted subsidiaries are wholly-owned.

Standard Lithium Ltd. (Canada)

(I) Moab Minerals Corp. (British Columbia)

a. 1093905 Nevada Corp. (Nevada)

(II) Vernal Minerals Corp. (British Columbia)

a. Arkansas Lithium Corp. (Nevada)

(III) 2661881 Ontario Limited

(IV) California Lithium Ltd. (Nevada)

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

2016 Developments

In 2016, the Company shifted its focus from oil and gas to acquiring and developing lithium brine projects in the USA.

On November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

In November 2016, the Company completed a consolidation of its common shares (the “Shares”) on a one for five basis.

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On July 7, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“ Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSXV, closed on November 17, 2016. As consideration, the Company issued 14,000,000 Shares and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$350,000 and issue an aggregate of 2,500,000 Shares to Nevada Mining as follows:

• US$25,000 deposit paid within one business day of the date of the Option Purchase Agreement (paid)

• US$125,000 on closing of the Option Purchase Agreement (paid)

• US$50,000 on or before July 7, 2017 (paid)

• US$50,000 on or before July 7, 2018 (paid)

• US$50,000 on or before July 7, 2019 (paid)

• US$50,000 on or before July 7, 2020

• Issue 500,000 Shares on closing of the Option Purchase Agreement (issued)

• Issue 500,000 Shares on or before October 1, 2017 (issued)

• Issue 500,000 Shares on or before October 1, 2018 (issued)

• Issue 500,000 Shares on or before October 1, 2019 (issued)

• Issue 500,000 Shares on or before October 1, 2020

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

2017 Developments

On February 2, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of MoabSub, a privately-held British Columbia-based mineral exploration company (the “Moab SPA”). Moab holds the rights to the Paradox Project (“Paradox”), which consists of 2,175 placer claims, covering an area of approximately 43,335 acres, in the Paradox basin in Grand and San Juan counties in the State of Utah. In consideration for the claims Moab is required to pay the vendor US$380,850 (paid) and US$250,000 on each of the 12, 18, and 24 months anniversaries from the effective date of the purchase agreement between MoabSub and the vendor. In consideration for the acquisition of the share capital of Moab, the Company issued 6,850,000 Shares and has assumed responsibility for all outstanding liabilities of Moab. In addition, the Company paid a finders’ fee of 200,000 Shares to an arm’s length third-party who assisted in facilitating the acquisition. The transaction was approved by the

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TSXV and the common shares were issued on February 21, 2017. The value of the common shares of MoabSub acquired less the liabilities assumed, totaling $8,449,939 has been attributed to the underlying Paradox surface rights held by Moab. On August 31, 2017, the Company dropped the Paradox property and terminated the Moab SPA with the vendor. The Company recorded a write-off of mineral property of $8,441,085. The Company has no further obligations or liabilities in relation to the Paradox property.

On May 1, 2017, the Company signed a property lease agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property (the “National Chloride Property”) to the California Property, with approximately 12,290 acres (the “Property Lease Agreement”). Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

• US$25,000 on the date of the Property Lease Agreement (paid)

• US$50,000 on or before November 24, 2017 (paid)

• US$100,000 on or before May 24, 2018 (paid)

• US$100,000 on or before May 24, 2019 (paid)

• US$100,000 on or before May 24, 2020

• US$100,000 on or before May 24, 2021

• US$100,000 on or before May 24, 2022

• US$250,000 upon successful completion of a pre-feasibility study

• US$1,000,000 upon successful completion of a bankable feasibility study

• Issue 100,000 Shares on the closing date (issued)

• Issue 100,000 Shares on or before November 24, 2017 (issued)

• Issue 200,000 Shares on or before May 24, 2018 (issued)

• Issue 200,000 Shares on or before May 24, 2019 (issued)

• Issue 200,000 Shares on or before May 24, 2020

• Issue 200,000 Shares on or before May 24, 2021

• Issue 200,000 Shares on or before May 24, 2022

• Issue 500,000 Shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000.

On September 1, 2017, the Company amended the Property Lease Agreement with National Chloride to include additional approximate 6,000 acres adjacent to the 12,290 acres (the “Amended Property Lease Agreement”). The Amended Property Lease Agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

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On July 26, 2017, the Company entered into a Memorandum of Understanding (“July MOU”) with Tetra Technologies Inc. (“TETRA”) to acquire certain rights to conduct brine exploration, production and lithium extraction activities on approximately 30,000 net brine acres located in Columbia and Lafayette Counties, Arkansas. At signing of the July MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On October 23, 2017, the Company entered into a Memorandum of Understanding (“October MOU”), with TETRA, to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The October MOU with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA. In connection with the entering into of the October MOU, the Company has made a non-refundable deposit of $125,800 (US$100,000).

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which holds the rights to a series of 54 prospective mineral claims located in San Bernardino County, California. In consideration for the acquisition of the Vendor, the Company would issue 1,000,000 Shares, and would assume responsibility for all outstanding liabilities of the Vendor. However, as of August 31, 2018, the Company has decided not to complete the transaction. No Shares have been issued, the Company has no further liabilities or obligations to the Vendor and prepaid costs of $20,650 were written-off.

On December 29, 2017, the Company entered into an option agreement with TETRA to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 30,000 brine acres located in Columbia and Lafayette Counties, Arkansas (the “TETRA 1^st Option Agreement”). Under this TETRA 1^st Option Agreement, the Company will be required to make payments to the Vendor as follows:

• US$500,000 before January 28, 2018 (paid)

• An additional US$600,000 on or before December 29, 2018 (paid)

• An additional US$700,000 on or before January 31, 2020 (paid)

• An additional US$750,000 on or before December 29, 2020

• Additional annual payments of US$1,000,000 on or before each annual anniversary of the date of the TETRA 1^st Option Agreement, beginning with that date that is 48 months following the date of the TETRA 1^st Option Agreement, until the earlier of the expiration of the Exploratory Period (as defined therein) or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty (as defined therein).

During the Lease Period, at any time following the commencement of Commercial Production (as defined therein), the Company agreed to pay a Royalty of 2.5% (minimum Royalty US$1,000,000) to TETRA.

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2018 Developments

On February 21, 2018, the Company announced the implementation of a restricted share unit plan along with the grant of an aggregate of 2,100,000 restricted share units thereunder (the “RSUs”). The RSUs were to be granted to directors and officers of the Company, based on a common share value of $2.10, with vesting occurring in three equal tranches every four months for a period of twelve months. On October 25, 2018 the company issued a news release clarifying that the Board of Directors ultimately elected not to implement a restricted share unit plan at this time, and will not be granting the RSUs.

On April 23, 2018, the Company entered into an exploration and option agreement (the “EOA”) with TETRA to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow for exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) to TETRA, and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 Shares to TETRA, as follows:

• US$100,000 initial payment on April 23, 2018 (paid)

• US$200,000 on or before April 23, 2019 (paid)

• US$200,000 on or before April 23, 2020 (paid)

• US$200,000 on or before April 23, 2021

• US$200,000 on or before April 23, 2022

• US$200,000 on or before April 23, 2023

• US$500,000 upon successful completion of a pre-feasibility study

• US$1,000,000 upon successful completion of a bankable feasibility study

• Issue 200,000 Shares on April 23, 2018 (issued)

• Issue 200,000 Shares on or before October 23, 2018 (issued)

• Issue 400,000 Shares on or before April 23, 2019 (issued)

• Issue 400,000 Shares on or before April 23, 2020 (issued)

• Issue 400,000 Shares on or before April 23, 2021

• Issue 400,000 Shares on or before April 23, 2022

• Issue 400,000 Shares on or before April 23, 2023

• Issue 1,000,000 Shares successful completion of a pre-feasibility study

On May 9, 2018 the Company announced the signing of a memorandum of understanding (“LANXESS MOU”) with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The LANXESS MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production,

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marketing and sale of battery grade lithium products that may be extracted from tail brine and brine produced from the Smackover Formation. The LANXESS MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. The Company has paid an initial US$3,000,000 reservation fee to LANXESS to, locate and interconnect a lithium extraction pilot plant at one of LANXESS processing facilities in south Arkansas, secure access to tail brine produced as part of LANXESS bromine extraction business, and provide logistics and other support as may be required to operate the pilot plant with additional fees and obligations in the future subject to certain conditions.

On May 15, 2018, the Company announced that it has entered into a license, exploration and option agreement to formalise the October MOU (the “TETRA 2^nd Option Agreement”). The TETRA 2^nd Option Agreement provides that the Company will acquire the rights to conduct lithium brine exploration activities on properties located in San Bernardino County, California. The properties total approximately 23,940 acres and consist of a series of mineral claims located in the Bristol Dry Lake and Cadiz Dry Lake regions in San Bernardino County, California.

Under the terms of the TETRA 2^nd Option Agreement, the Company will initially acquire the right to conduct lithium exploration activities on the properties located in Bristol Dry Lake and Cadiz Dry Lake. These rights will be acquired in consideration for a series of cash payments and share issuances totaling US$2,700,000 and 3,400,000 Shares, to be completed over a sixty-month period. Initially, the Company will make a payment of US$100,000 and issue 200,000 shares. The cash payments and share issuances will be made to TETRA, which is the underlying owner of the properties.

On July 9, 2018, the Company granted 300,000 stock options to a consultant of the Company at an exercise price of $1.21 for a period of five years with vesting terms of 75,000 options at 3 months, 75,000 options at 6 months, 75,000 options at 9 months and 75,000 options at one year. The contract was subsequently terminated on July 1, 2019 and the options were cancelled.

On July 24, 2018, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.03 for a period of one year with all the stock options vesting immediately on the date of grant.

On July 26, 2018, the Company changed its financial year-end from December 31 to June 30.

On September 4, 2018, the Company announced the appointment of Robert Cross to its Board of Directors as Non-Executive Chairman. Mr. Cross is an engineer with 25 years of experience as a financier and company builder in the mining and oil & gas sectors. He co-founded and serves as Chairman of B2Gold, a top performing growing gold producer which will achieve almost one million ounces of low cost gold production in 2018. He was also co-founder and Chairman of Bankers Petroleum Ltd., co-founder and Chairman of Petrodorado Energy Ltd., and until October 2007, was the Non-Executive Chairman of Northern Orion Resources Inc. Between 1996 and 1998, Mr. Cross was Chairman and CEO of Yorkton Securities Inc. From 1987 to 1994, he was a Partner, Investment Banking with Gordon Capital Corporation in Toronto. Mr. Cross has an Engineering Degree from the University of Waterloo (1982) and received an MBA from Harvard in 1987.

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On September 4, 2018, the Company granted 2,000,000 stock options to directors, officers and consultants of the Company at an exercise price of $1.40 for a period of five years with all of the stock options vesting immediately on the date of grant.

On October 1, 2018, the Company issued 500,000 common shares with a fair value of $840,000 to Nevada Alaska.

On October 23, 2018, the Company issued 200,000 common shares with a fair value of $280,000 to TETRA.

On November 9, 2018, the Company signed a term sheet (the “LANXESS JV Term Sheet”) with LANXESS for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation. The Company is working with LANXESS in a phased approach as per terms of a binding memorandum of understanding, to develop commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from brine produced from the SmackoverFormation.

Under the LANXESS JV Term Sheet, it is proposed that the parties would form a joint venture in which LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure, and the Company would contribute existing rights and leases held in the Smackover Formation and the pilot plant being developed on LANXESS’ property, as well as its proprietary extraction processes including all relevant intellectual property rights. It is anticipated that, subject to completion of due diligence, the Company would initially hold a 30% equity interest in the joint venture, with the balance held by LANXESS. Subject to the satisfaction of certain conditions, the Company would have the option to increase its interest in the joint venture to 40%.

Upon proof of concept, LANXESS is prepared to provide funding to the joint venture to allow for commercial development of the future commercial project, and it is anticipated that the joint venture will include options for the Company to participate in project funding on similar terms. In connection with development of the joint venture, it is further contemplated that LANXESS will enter into a supply and distribution arrangement in which all merchant market sales of lithium derived from the joint venture will be distributed by LANXESS. The final terms of the joint venture and any funding and distribution arrangements remain subject to completion of due diligence, technical proof of concept, normal economic viability studies (e.g. Preliminary Feasibility Study, etc.) to confirm the technical feasibility and economic viability of the project, and the negotiation of definitive agreements between the parties.

On November 27, 2018, the Company entered into a share purchase agreement with Craig Johnstone Brown (“Brown”) to acquire all of the issued and outstanding share capital of 2661881 Ontario Limited (“BrownCo”), a company owned by Brown, which holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “ Brown SPA”). As consideration for the transaction, the Company will complete a series of cash payments and Share issuances to Brown totaling $1,050,000 and 1,000,000 Shares. All cash payments and Share issuances are immediately due and payable in the event a final decision is made by the Company to proceed with the commercial development of the intellectual property owned by BrownCo. In the event the Company does not make any required payments or Share issuances, Brown has the right to re-acquire all of the issued and outstanding share capital of BrownCo, at which point the Company’s obligations to make further payments will cease. The Company completed the acquisition of BrownCo on December 13, 2019.

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2019 Developments

On January 28, 2019, the Company announced a maiden resource estimate on the 27,262 net brine acres located in Columbia and Lafayette Counties, Arkansas held pursuant to the TETRA 1^st Option Agreement (the “TETRA Property”).

On February 28, 2019, the Company filed a technical report in respect of the TETRA Property on SEDAR.

On March 20, 2019 the Company engaged Advisian, the consulting arm of WorleyParsons Canada Services Ltd. (“Worley”) to complete a Preliminary Economic Assessment (“PEA”) of its LANXESS Property in the south-central region of Arkansas, USA.

On June 19, 2019, the Company announced the results of its PEA and updated Mineral Resource estimate on its LANXESS Property in the south-central region of Arkansas, USA. See “Mineral Properties – Arkansas Lithium Project”.

Subsequent Events

On October 15, 2019 the Company announced that the final modules of the Company’s “LiSTR” direct lithium extraction demonstration plant (the “Demonstration Plant”) had been transported to and were currently being installed at the Arkansas Lithium Project.

On October 28, 2019 the Company agreed to accelerate the timeframe of completion of the payments and common share issuances detailed under the Brown SPA. Under the revised agreement, the Company will make (a) a cash payment of $250,000 on or before November 15, 2019 (paid); and (b) a further $250,000 (paid) and the issuance of 500,000 common shares (issued) on or before December 31, 2019. Following completion of the above payments, the Company will have satisfied all payment obligations due and owing with respect to the acquisition of BrownCo.

On December 2, 2019 the Company announced the successful installation of the Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas and that the Company’s project team had also installed the site office/control room, the lithium-specific analytical laboratory, and a steel-framed, all-weather structure that allows year-round operation. The project team is currently completing all utility/service connections, as well as brine and reagent supply and disposal lines. The Company anticipates that as soon as these connections are finalised, then Company’s 20 plus person on-site project team will commence the commissioning phase.

On March 9, 2020, the Company granted 4,450,000 stock options to directors and officers of the Company at an exercise price of $0.76 for a period of three years with all of the stock options vesting immediately on the date of grant.

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Selected Financings

The Company has completed the following financings over the last three completed financial years:

In October 2016, the Company completed a financing in the form of a $750,000 convertible debenture issued by the Company to TY & Sons (the “Debenture”). The Debenture had a term of 24 months, was convertible at a price of $0.25 per Share and $0.50 per Share thereafter, bore interest at a rate of 5% per annum and was subject to a forced conversion provision under certain circumstances.

On January 13, 2017, the Company settled its obligations under the Debenture through the repayment of $720,000 and conversion of the balance of $30,000 into 120,000 Shares.

On January 13, 2017 the Company closed a private placement comprising 20,000,600 Shares issued at a price of $0.25 per Share for gross proceeds of $5,000,150.

On June 22, 2017 the Company closed a private placement comprising 9,894,785 Shares issued at a price of $0.75 per Share for gross proceeds of $7,421,089. The Company paid finder’s fees of $74,841 in cash and issued 590,687 Shares with a fair value of $443,015.

On February 16, 2018, the Company closed a brokered private placement and issued 10,312,821 units of the Company (each, a “ Unit”) at a price of $2.10 per Unit, for gross proceeds of $21,656,924 (the “February 2018 Private Placement”). Each Unit consists of one Share and one-half of one Share purchase warrant (each whole warrant, a “Unit Warrant”. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $2.60 for a period of two years. The Company paid finder’s fees of $2,165,692 in cash, issued 309,384 Shares and granted 721,897 compensation options exercisable for one Unit until February 16, 2020 at an exercise price of $2.10.

On March 21, 2019 the Company closed a bought- deal public offering by way of short form prospectus, comprising 11,390,500 Units at a price of $1.00 per Unit for gross proceeds of $11,390,500 (the “March 2019 Public Offering”). Each Unit consists of one Share and one-half of one Unit Warrant. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.30 per share, subject to adjustment in certain events, until March 21, 2022.

On April 15, 2019, the Company closed a private placement comprising 426,000 Units at a price of $1.00 per Unit for gross proceeds of $426,000. Each Unit consists of one Share and one-half of one Unit Warrant. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.30 per share, subject to adjustment in certain events, for a period of three years.

On October 30, 2019 the Company entered into a $5,000,000 loan (the “Loan”) and guarantee agreement with LANXESS. US$3.75 million was advanced to the Company, based on an agreed exchange rate, and will be used in the ongoing development of the Demonstration Plant in southern Arkansas, for the demonstration of the Company’s proprietary process for the extraction of lithium from brine solutions.

The principal amount of the Loan will be convertible at the option of LANXESS at a rate such that for each $0.80 of principal converted, the Lender will receive one Common Share and one-half of a Warrant with an exercise price of $1.20 per Common Share and a term of three years. Assuming full conversion of the Loan principal, LANXESS would receive 6,251,250 Common Shares and 3,125,625 Warrants. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

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The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments. In the event that the Company has a positive consolidated operating cash flow, as shown on its financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of LANXESS and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

The Loan is due and payable in full on the fifth anniversary, subject to the provision that at any time after second anniversary, LANXESS may elect an earlier maturity date on 60 days’ notice to the Company. The Loan is secured by a charge on the shares of MoabSub, VernalSub and 2661881, as well as by a security interest in the tangible and intangible property of the Company and the Subsidiaries.

On February 20, 2020 the Company closed a non-brokered public offering by way of special warrant (each, a “Special Warrant”), comprising 16,140,220 Special Warrants at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165 (the “February 2020 Public Offering”). Each Special Warrant entitles the holder to receive, upon voluntary or deemed exercise, and without payment of additional consideration, one unit of the Company (each, a “Conversion Unit”). Each Conversion Unit consists of one Share and one-half of one share purchase warrant (each, a “Unit Warrant”). Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.00 per Share, subject to adjustment in certain events, until February 20, 2022, subject to accelerated expiry in certain circumstances. Each Special Warrant will be deemed exercised on the date that is two business days following the earlier of: (i) the date that is four months and one day from completion of the February 2020 Public Offering; or (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities for a final prospectus qualifying distribution of the Conversion Units. The Company will use its commercially reasonable efforts to obtain a receipt from the securities commissions for a final prospectus qualifying the distribution of the Conversion Units, upon exercise of the special warrants, on or before March 6, 2020.

DESCRIPTION OF THE BUSINESS

Background

The Company was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to thecontinuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

The shareholders also approved the consolidation of the Company’s common shares on the basis of one post-consolidation share for five pre-consolidation shares. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The Company was formerly in the oil and gas business, but changed its focus during the 2016 fiscal year. The Company is currently focusing on acquiring and developing lithium brine projects in the USA.

The Company has two main project locations: (i) the Arkansas Lithium Project; and (ii) the California Lithium Project; these are summarised below.

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Arkansas Lithium Project

The Arkansas Lithium Project consists of two main areas of interest. The first is pursuant to the TETRA 1^st Option Agreement to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,000 net acres of brine leases and deeds located in Columbia and Lafayette Counties, Arkansas. The second is pursuant to the LANXESS MOU and subsequent LANXESS JV Term Sheet, regarding the testing and proving of commercial viability of lithium extraction from brine that is produced as part of LANXESS’ bromine extraction business at its three facilities in Union County, southern Arkansas. The terms and conditions of the three agreements are described above in the previous section.

All of the Company’s activities in southern Arkansas relate to brine leases that overlie the Smackover Formation in a region with a long history of commercial scale brine processing. Historical published brine data and current unpublished brine data from within and adjacent to the Company’s area of activities lead the Company to believe that lithium-bearing brines are likely present throughout underlying the project area.

The TETRA lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to Company’s lease area. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine- bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018, the Company announced analysis from four brine samples recovered from two existing wells in the project area showed lithium concentrations ranging between 347–461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

On November 14, 2018, the Company announced a maiden inferred resource of 3,086,000 tones lithium carbonate equivalent at its Arkansas Lithium Project. The resource is defined across a total footprint of approximately 150,000 acres, which is comprised over 10,000 separate brine leases.

With respect to the LANXESS MOU and LANXESS JV Term Sheet, the Company is undertaking mini-pilot scale process work, using tail brine collected from operating facilities in Southern Arkansas. This work is being conducted in order to assist the design of a full-scale, continuously operated pilot plant. The Company has a contract with Zeton Inc. (“Zeton”) to build the “LiSTR” direct lithium extraction Demonstration Plant. The Demonstration Plant was constructed by Zeton in three phases and the final modules of the Company’s “LiSTR” direct lithium extraction Demonstration Plant have been transported to and installed at LANXESS’ South Plant facility in southern Arkansas. Final assembly and initial QA/QC testing of the Demonstration Plant was completed in early October, 2019.The Demonstration Plant is designed to continuously process an input tailbrine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the LANXESS South Plant facility in southern Arkansas (the “LANXESS South Plant”), which is equivalent to an annual production of between 100- 150 tonnes per annum Lithium Carbonate Equivalent (“LCE”). The Demonstration Plant is based on the Company’s proprietary LiSTR technology, that uses a solid sorbent material to selectively extract lithium from LANXESS’ tailbrine.

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It is a matter of public record that LANXESS operates approximately 150,000 acres of brine leases in Southern Arkansas via three unitised areas. The Company has recently completed a PEA and updated Mineral Resource estimate for this project, and details regarding this are provided in the Mineral Properties section below.

California Lithium Project

See “Mineral Properties – California Lithium Project” below for information on the California Lithium Project.

Lithium Brine Processing Project

The Company has engaged several third parties to perform brine processing testing on bulk brine samples gathered from the Company’s projects. Work is being completed on three main fronts: (i) pre-treating the Company’s brines using modern filtration technologies; (ii) selectively extracting lithium from pre-treated brine(s) to produce a concentrated lithium salt solution; and (iii) purifying and crystallisation of concentrated lithium solutions to produce battery-grade lithium products. Much of the work is being completed with available off-the-shelf technology widely available and used in the water and wastewater processing industries; some is being performed with third party technology developed and protected by IP held by non-affiliated vendors and OEMs; and some is novel technology where IP is being developed and held by the Company and/or a technical advisor to the Company. This work is ongoing.

Other

The Company is continuing to review its options with respect to the current and other prospective properties.

Specialized Skills and Knowledge

Successful exploration, development and operation of the Company’s lithium projects will require access to personnel in a wide variety of disciplines, including geologists, geophysicists, engineers, drillers, managers, project managers, accounting, financial and administrative staff, and others. Since the project locations are also in jurisdictions familiar with and friendly to resource extraction, management believes that the Company’s access to the skills and experience needed for success is sufficient.

Competitive Conditions

The Company’s activities are directed towards the exploration, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Company will result in discoveries of commercial quantities of mineral deposits. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which have greater financial resources than it will have, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts, and the Company may not be able to successfully raise funds required for any such capital investment. See “Risk Factors – Competition” below.

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Business Cycles

Mining is a cyclical industry and commodity prices fluctuate according to global economic trends and conditions. See “Risk Factors – Risk Related to the Cyclical Nature of the Mining Business” below.

Environmental Protection

Our exploration and development activities, as applicable, are subject to various levels of federal, provincial, state and local laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.

Employees

As of the date of this AIF, the Company did not have any employees and the services of CEO, CFO and President and COO were provided by contractors.

Reorganizations

There have been no corporate reorganizations of the Company.

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MINERAL PROPERTIES

Arkansas Lithium Project

Please refer to the technical report titled “Preliminary Economic Assessment of LANXESS Smackover Project” dated August 1, 2019 (the “Resource Report”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

• Project Description and Location;

• Accessibility, Climate, Local Resources, Infrastructure and Physiography;

• History;

• Geological Setting and Mineralization;

• Deposit Types;

• Exploration;

• Drilling;

• Sample Preparation, Analyses and Security;

• Data Verification;

• Mineral Processing and Metallurgical Testing;

• Mineral Resource Estimates;

• Mining Methods;

• Recovery Methods;

• Infrastructure;

• Market Studies and Contracts;

• Environmental Studies, Permitting and Social or Community Impact;

• Capital and Operating Costs;

• Economic Analysis;

• Adjacent Properties;

• Other Relevant Data and Information;

• Interpretations and Conclusions; and

• Recommendations.

The following is the extracted summary section from the Resource Report, prepared by a multi-disciplinary team of Qualified Persons (“QPs”) that include geologists, hydrogeologists and chemical engineers with relevant experience in brine geology, brine resource modelling and estimation, and lithium-brine processing. The authors include Marek Dworzanowski, P.Eng., B.Sc. (Hons), FSAIMM, Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd. (“APEX”), Stanislaw Kotowski, P.Eng, M.Sc. of Worley and Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O.

The Resource Report is incorporated by reference herein and for full technical details, the complete text of the Resource Report should be consulted.

The following summary does not purport to be a complete summary of the Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Resource Report and is qualified in its entirety with reference to the full text of the Resource Report. Readers should read this summary in conjunction with the Resource Report.

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Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, Arkansas, United States. The southern and western edges of the LANXESS Property border the State of Louisiana (LA) and Columbia County, respectively. The LANXESS Property encompasses Townships 16- 19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The LANXESS Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by LANXESS, a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the Arkansas Oil and Gas Commission. The land package, which is indicated on Figure 4-2 of the Resource Report, consists of 150,081.81 acres that cover over 607 km². Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

• South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

• Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

• West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

Geology and Mineralization

The authors of the Resource Report reclassified the LANXESS lithium-brine (“ Li-Brine”) Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the Resource Report.

The average lithium concentration used in the resource calculation is 168 mg/L lithium (“Li”).

Resources have been estimated using a cut-off grade of 100 mg/L lithium.

The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (“LCE”) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

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Recovery Method and Mineral Processing

The Company’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product - lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results. Readers are cautioned that statements relating to the production process and recovery are based on using a processing technology that has not yet been commercially-proven and there is a risk that actual results, performance, prospects and opportunities could differ materially from those expressed or implied by such forward-looking information.

Mineral Processing and Metallurgical Testing

The Company is continuing the development of a processing route to produce battery-quality lithium chemicals from brine at the Company’s LANXESS Property. The immediate goal of the past and ongoing work is to define the process and engineering parameters required to design and operate a demonstration-scale integrated plant at the LANXESS Property. The objective of the demonstration plant is to further confirm the operating conditions and design criteria for the full-scale commercial plant, which will be operated at the same site using the same tail-brine feed. It will also enable the examination of some processing options and the optimization of key processing parameters.

Lithium Extraction Mini-Pilot Testing

The bench-scale lithium extraction process equipment, as discussed in the Resource Report, was scaled up by a suitable scaling factor, and was reconstructed at SGS Lakefield Ontario laboratory. The principal purpose of the mini-pilot plant work was to better understand the continuous solid/liquid handling aspects of the process in order to complete the design of the Demonstration Plant.

The brine was used in the mini-pilot plant at ambient temperature, without any prior filtration or pre-treatment. The mini-pilot plant campaign operated during March 2019, and ran continuously for three weeks, 112 hours per week, with only short stoppages to address mechanical issues and to change operating conditions. For the first two weeks, one adsorbent sample was used. This was replaced with a second sample that was tested in the third campaign week. The continuous circuit operated at a feed flowrate of 240 L per hour. This would have required a very large volume of brine to be transported and then disposed of; therefore, initially, lithium chloride, via a master solution, was added to the produced barren brine, which was then recirculated to the loading reactor. For the final shifts in the campaign, fresh feed brine was processed on a

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once-through basis, as would be the case in the on-site operations. Both sodium hydroxide and aqueous ammonia were successfully tested as pH control reagents.

Lithium Chloride Conversion Testing

The concentrated lithium chloride solution, from the stripping stage, undergoes removal of residual hardness (low levels of residual alkali and alkaline earth metals) using industry standard purification methods to produce a high-purity lithium chloride solution. The purified lithium chloride solution produced by polishing is suitable for application of the industry-standard carbonation process. Typically, this involves adding soda-ash (sodium carbonate) to the lithium chloride solution. Heating reduces the solubility of the precipitated lithium carbonate, which is subsequently removed by filtration. The lithium carbonate is further purified through several stages, including further carbonation, bicarbonation and hot washing, followed by sizing, drying and packing, to produce a saleable lithium carbonate product meeting the offtake partner’s specifications. These final product preparation steps are analogous to those currently used in operating lithium brine projects and are typically carried out using equipment and processes provided by Vendors/Original Equipment Manufacturers (OEMs) familiar with the application.

The batch crystallization and purification process was developed by the lithium industry in the 1960s, and was designed for end-uses that did not require very high purities. The global growth in use of lithium chemicals is based predominantly on the adoption of lithium ion batteries, and these end-uses typically require more exacting purity targets.

In order to assess whether alternative crystallization techniques may be helpful in reaching higher levels of purity, the Company is also in the process of examining an alternative precipitation technology with fewer purification steps. As previously announced, the Company has been involved in testing a novel continuous crystallization process. This work has been completed in collaboration with researchers from the University of British Columbia (“UBC”), specifically Professor Jason Hein. This new process, which has been dubbed ‘SiFT’, has the advantage over the conventional purification route in that it can start off with a contaminated (with elements like calcium and magnesium) lithium chloride solution and produce high grade lithium carbonate in fewer process steps and with reduced chemical additions.

Conclusions

The purpose of the continuously-operating Demonstration Plant will be to establish process robustness and to evaluate long-term adsorbent life, while further optimizing operating conditions. Most of the design parameters for the Demonstration Plant have been developed from the bench and mini-pilot plant testing and the Demonstration Plant will further define the design parameters and expected capital and operating costs for the commercial operation.

Capital and Operating Cost Estimate

CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

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The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

Table 1 CAPEX Summary

Stage of Development	Description	Cost (US$)
Phase 1	South Lithium Chloride Plant		106,886,000
	Central Lithium Carbonate Plant – Train No 1		27,711,000
	Pipelines		2,340,000
	Contingency 25%		34,234,000
	Phase 1 Subtotal		171,171,000
Phase 2	West Lithium Chloride Plant		99,393,000
	Central Lithium Carbonate Plant – Train No 2		25,769,000
	Pipelines		3,780,000
	Contingency 25%		32,236,000
	Phase 2 Subtotal		161,178,000
Phase 3	Central Lithium Chloride Plant		66,589,000
	Central Lithium Carbonate Plant – Train No 3		17,261,000
	Contingency 25%		20,963,000
	Phase 3 Subtotal		104,813,000
	CAPEX TOTAL		437,162,000

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OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in Table 1-2.

Table.-2 Annual Operating Cost Summary

Description	Phase 1 (US$)		Phase 2 (US$)		Phase 3 (US$)
Manpower		3,745,000		5,680,000		6,710,000
Electrical Power		4,040,000		7,306,000		9,097,000
Reagents & Consumables		30,138,000		55,615,000		64,936,000
Water		496,000		916,000		1,070,000
Natural Gas		582,000		1,074,000		1,254,000
Miscellaneous Direct Expenditures		605,000		1,098,000		1,299,000
Sustaining Capital Cost		1,199,000		2,314,000		3,061,000
Brine Transportation		48,000		123,000		123,000
Land lease		100,000		200,000		300,000
Subtotal		40,953,000		74,326,000		87,849,000
Indirect Operational Expenditures		1,009,000		1,901,000		2,410,000
TOTAL		41,962,000		76,227,000		90,259,000

Note: OPEX per one metric tonne of production is US$4,319.

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Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in Table 1-3.

Table -3 Economic Evaluation - Case 1 (Base Case) Summary

Description	Phase 1 (US$)		Phase 2 (US$)		Phase 3 (US$)
Manpower		3,745,000		5,680,000		6,710,000
Electrical Power		4,040,000		7,306,000		9,097,000
Reagents & Consumables		30,138,000		55,615,000		64,936,000
Water		496,000		916,000		1,070,000
Natural Gas		582,000		1,074,000		1,254,000
Miscellaneous Direct Expenditures		605,000		1,098,000		1,299,000
Sustaining Capital Cost		1,199,000		2,314,000		3,061,000
Brine Transportation		48,000		123,000		123,000
Land lease		100,000		200,000		300,000
Subtotal		40,953,000		74,326,000		87,849,000
Indirect Operational Expenditures		1,009,000		1,901,000		2,410,000
TOTAL		41,962,000		76,227,000		90,259,000

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Post-Tax Sensitivity Analysis

The sensitivity analysis at discount rate of 8% indicates that the project is economically viable under the base case conditions where the NPV and IRR are very positive.

• Project economics are sensitive to the variations in the product selling price. A change in the selling price by +/- 20% changes the value of NPV by +/- 43% and value of IRR by +/-32%.

• The project is moderately sensitive to variations in the OPEX. A change in the OPEX by +/- 20% changes the value of NPV by +/- 14% and value of IRR by +/-10%.

• The project economics are relatively insensitive to the increase or decrease of CAPEX. A change in the CAPEX by +/- 20% changes the value of NPV by +/- 1% and value of IRR of less than +/- 1%.

• The cost of reagents is approximately 72% of the OPEX. The remaining components of the operating cost have significantly lower impact on the overall economics.

Conclusions and Recommendations

Key Study Conclusions

• The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

• The results of the geological evaluation and resource estimates for the preliminary economic assessment of the LANXESS Property justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

• The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the LANXESS Property.

• The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

• The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

• Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the project.

• The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

Key Study Recommendations

• The LANXESS Li-brine mineral resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

• The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the mineral resource estimate calculation.

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• The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

• The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

• Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

• On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

California Lithium Project

Please refer to the technical report titled “Technical Report on the Mojave Lithium Property, San Bernardino County, California, USA” dated September 13, 2016 with an effective date of September 13, 2016 (the “Technical Report”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

• Project Description and Location;

• Accessibility;

• History;

• Geological Settling and Mineralization;

• Deposit Types;

• Exploration;

• Drilling;

• Sample Preparation, Analyses and Security; and

• Data Verification.

The following is the extracted summary section from the Technical Report prepared by William Feyerabend, a “qualified person” and “independent” as such terms are defined in NI 43- 101 and is subject to any updated information contained elsewhere in this AIF. The Technical Report is incorporated by reference herein and for full technical details, reference should be made to the complete text of the Technical Report. Note that the Technical Report was based on an assessment of only the approximately 4,000 acres of BDL claims that The Company used to gain an initial position in the Bristol Dry Lake area. Several commercial transactions were completed subsequent to this initial Technical Report, and therefore information gathered as part of those transactions could not be incorporated into the initial Technical Report.

The following summary does not purport to be, and is not a complete summary of the California Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Technical Report and is qualified in its entirety with reference to the full text of the Technical Report. Readers should read this summary in conjunction with the Technical Report.

Introduction

At the request of the Company, William Feyerabend was retained to prepare the Technical Report specific to the standards dictated by NI 43-101 and Form 43-101F (Standards of Disclosure for Mineral Projects) with respect to the California Lithium Project located in San Bernardino County, California.

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The Technical Report summarizes the results of previous work available in professional publications. That work included various levels of regional and detailed geology and historic drilling by the US Geological Survey.

Historic drilling cannot be field checked from the surface. However, the field examination did confirm claim posts and documents belonging to the BLD groups and geologic evidence that can be interpreted as showing mineral-laden springs have flowed onto the Bristol Lake surface.

This following uses a combination of metric and United States customary units. US dollars are used for budgeting. Canadian dollars as required by legal agreements are designated as such.

Project Description, Location and Access

The California Lithium Property is located in San Bernardino County, California (Figure 1) approximately 150 miles east-northeast of Los Angeles and next to Amboy, a populated place which used to be a popular stop on Highway 66 before it was bypassed by Interstate 40. The nearest commercial centers via I40 are at Barstow 80 miles west and Needles 75 miles east.

Figure 1: Location Map

The California Lithium Property’s 55 (fifty five) unpatented placer mining claims are located in Sections 3 and 4, T. 4 N., R. 13 E.; Sections 4, 8, 9, 10, 17 and 25, T. 5 N., R. 12 E., and Sections 30, 31 and 32, T. 5 N., R. 13 E., SBBM (Figures 3, 4 and 5). The central claim latitude/longitude coordinates are approximately N34^o51’, W115^o71’. The claims are located on Bristol Dry Lake adjacent to Amboy, California.

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Figure 3: Claims BLD 1 thru 16

Figure 4: Claims BLD 41 thru 63

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Figure 5: Claims BLD 64 thru 79

The claims cover a total of approximately 4,020 acres on Federal land. They are listed on Table 1 from BLM interactive website LR2000 records.

Table 1: BLD Claims

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The BLD claims are located on Federal lands controlled by the Bureau of Land Management. As public lands, there is free right of access within the restrictions of special land designations. Both surface and mineral rights are held by the Federal government.

Online records of the San Bernardino County Recorder’s office include Location and Intent to Hold documents for the BLD claims. The BLM website LR2000 (https://rptapp.blm.gov/report_filter.cfm0) shows the claims are in the system, have been assigned CAMC numbers and assessment has been paid for 2017. The claims are ‘active’ which means that the documentation has been filed as required.

See “General Development of the Business – Three Year History – 2016 Developments” above for information on the Option for the California Lithium Project and the Option Purchase Agreement with Ty and Sons.

There are no other known royalties, back-in-payments or other agreements and encumbrances to which the California Lithium Property is subject.

To the best of the author’s knowledge, there are no known environmental liabilities to which the California Lithium Property specifically is subject. To the best of the author’s knowledge, there are no other significant factors and risks that may affect access, title, or the right or ability to perform work on the property.

The designated place of Amboy adjoins Bristol Dry Lake and has paved connections to the west and east on historic route 66 and to the south to Twentynine Palms. Reasonable networks of graded and rough roads cross the desert, although there are now restrictions on off-road travel. Access routes need to be established with the Bureau of Land Management.

History

Salt production from Bristol Lake has a long history. There has been some drilling on the playa as part of academic and assessment programs. Most data acquisition was directed to sedimentology and water saline chemistry, but there are four historical lithium analyses cited in Calzia (1991) from two USGS drill holes (Figure 16). Lithium ranges cited by Garrett (2004) are slightly different - 68 to 104 ppm Li.

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Figure 16: Historic Drill Holes and Lithium Analyses

At the time of drilling, those ranges of lithium concentrations were of academic interest. While the lithium numbers of 71 – 110 mg/L (ppm) are now of interest, the methods of sampling and analyses are not known, so the results are historical only.

Two core holes, Bristol 1 and Bristol 2, were drilled in 1953 as part of the U. S. Geological Survey program to study saline deposits in the Mojave Desert. Detailed logging (Bassett et all, 1959) logged dense clays alternating with salt beds. There were seven salt beds greater than five feet thick. The principal production bed is 8 feet deep and the next salt bed is at 153 feet. The clays are commonly silty or sandy and there is a one inch white volcanic crystal tuff at 720 feet, again showing some volcanic activity as the basin developed. Bristol Lake salt brines were used for drilling and there were no analyses of fluids in that program.

Geological Setting and Mineralization

The Mojave Desert (Glazner, Alan F. et al, 2002) for these purposes is defined as that area bounded to the west by the northwest projection of the general trace of the San Andreas Fault, to the north by the Garlock Fault, to the east by the Colorado River and to the south byMexico.

Thru the Paleozoic (i.e. until 251 million years ago), the area was generally on the hinge-line between carbonate deposition similar to today’s Caribbean and sands, silts and clays deposited further in the ocean basin similar to offshore California or Virginia. Intermediate composition volcanism, intrusions and compressional (thrust) faulting with a mix of marine and continental sediments began in the latest Paleozoic and continued thru the end of the Mesozoic Era at 66 million years ago. There followed erosion with very few preserved rocks until about 25 million years ago during latest Oligocene Epoch when the geologic forces changed to extension. The Mojave Desert has extensive volcanic and sedimentary rocks resulting from this change which are preserved in valleys formed by the pull-apart nature of extensional faulting. Extension ceased about 18 million years ago and faulting changed to lateral slip movement sympathetic to the San Andreas and Garlock faults. That faulting created the northwest pattern of mountains and valleys.

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Lateral slip faulting generally does not significantly increase vertical ranges between highs and lows. Vertical stability allowed erosion to whittle back the mountains to make the characteristic broad apron of gravels with only the mountain cores poking up. This gives the Mojave Desert its characteristic erosionally “mature” appearance.

The northwest-southeast trending valleys created by this structural framework which are of concern to this report are at Bristol Lake and Cadiz Valley, which are separated by a very slight divide.

The rocks exposed in the mountains surrounding the National Chloride Property are a mix of Precambrian metamorphic rocks, Paleozoic carbonate and siliciclastic sediments and Mesozoic intrusive rocks of granitic to intermediate composition (Figure 20). Unless there is some more specific information about a particular rock unit, these rocks are probably of about normal crustal lithium abundance or slightly enriched in the case of granites. There is nothing in the regional geologic formations to make Bristol or Cadiz Valley stand out and one fully expects only the common occurrence of sodium and calcium salts from evaporation in an enclosed basin.

Figure 20: Surrounding Geology

The Bristol- Cadiz target area is at the southeast end of a volcanic trend dating from the change in the Mojave region to extensional tectonics. With the exception of the recent Amboy crater and flow, the volcanics outcrop as small flows and dikes which follow the northwest structural grain of the Mojave Desert geology.

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In this tectonic and volcanic setting, a mineralizing system under Bristol Lake which sourced lithium is reasonable. There are also some Miocene sediments exposed with those volcanic rocks, which implies that there has not been a lot of subsidence in the basin since that time. Older basin fill sediments also outcrop in the Bristol Lake area which, with the Miocene sediments, show there has not been a tremendous amount of subsidence in the area for millions of years. There are many areas of the West where extreme extension has created valleys thousands of feet deep where today’s gravels bury yesterday’s gravels and any target is at extreme depth. A stable basin can accumulate fluids and maintain them within reasonable drilling depth. In this sense Bristol Lake is also similar to Clayton Valley, NV. Rosen (2000) from a regional Bougher gravity survey estimated the total depth of the basin to be only 680 meters.

The porosity of geologic units is very important in determining the potential for hosting brine deposits. Enclosed basins with playas have a general pattern of porous coarse gravels and sandstones at the margins grading towards dense clays at the center. In detail, the pattern is complicated by such factors as bedrock types, rainfall, drainages and presence of a lake which are impossible to predict in detail and need to be drill tested to understand. Howard (2002) mapped a ring around the southern half of Bristol Lake and a point at the northern tip of Cadiz Valley as having gypsum with celestite, a blue strontium sulfate mineral. The field exam did not find celestite, but did find scattered gypsum rosettes on the southwest side of the Bristol Lake and scattered gypsum flakes and chalcedonic quartz pea gravel on the southern and southeastern edge.

They are so scattered that no sample was taken because of the time to collect sufficient material, but their occurrence with more sandy material than elsewhere on the clay playa and only along the southern edge suggests they an earlier feature which has been reworked by playa waters and covered to the north by recent clays. The presence of gypsum is not unusual in an enclosed basin, but celestite and chalcedonic quartz are rare and suggest a more complicated geologic history. While not the only possible explanation, they could certainly be products of a time when mineral-laden springs flowed onto the lake.

It is very important to understand the concept of brines hosted in basin sediments because it determines and explains why placer claims are the correct claim type to stake and produce lithium brines from valley sediment fill while lode claims are correct for lithium contained within ‘hard rocks’ such as pegmatites. The production history and case law of lithium brine production is built upon placer claims.

Deposit Types

The appropriate model to apply to the National Chloride Property is the Clayton Valley, NV model of lithium brine occurrences in enclosed basin sediments.

Exploration

There has been no relevant exploration work conducted on behalf of the Company.

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Drilling

There is only historic drilling on the claim block to test the potential of lithium brines at depth.

Sampling Preparation, Analysis and Security

No samples were taken during the field examination. No surface materials were found which could reasonably reflect the proposed mineralizing system at depth.

Data Verification

The Author spent the day of August 21, 2016 making the field inspection, driving around the playa perimeter and entering onto it at multiple points.

The proposed model for Bristol Lake is of near surface salts derived from normal weathering and erosion of surrounding mountains underlain by lithium-bearing fluids sourced from a hydrothermal system operating under the lake basin. As such, there is no surface sampling which can reflect the lithium target at depth. However the field examination did find the tiny pieces of gypsum and chalcedonic quartz which may be interpreted as products of past mineral springs flowing onto the lake. Those materials were not sampled because of time constraints to collecting tiny pieces into sufficient material for analyses plus the question of exact interpretation of whatever the analyses would be. The field examination did find posts with BLD documents as required by law.

The value to the property is developed from geological logic and historic drilling by the USGS. The drilling cannot be tested from the surface, but the presence of the claim posts with documents and the presence of geological indications of mineral-laden hot springs were shown from the field verification examination. Those, in the Author’s opinion, are adequate for the purposes of this technical report.

Subsequent Exploration, Development, and Production

Following the initial Technical Report for the California Lithium Project (brief summary provided above), and subsequent to the various transactions that allowed the Company to access and explore most parts of the Bristol Dry Lake Playa (see “General Development of the Business – Three Year History” for descriptions of the various commercial agreements established for the overall property), the Company has completed several phases of exploration and process testing work. These have consisted of the following:

• Gravity geophysical surveys of both Bristol Dry Lake and Cadiz Dry Lake (see news releases filed on Company’s SEDAR profile dated June 05, 2017 and April 19, 2018). These surveys have highlighted the presence of two deep, infilled basins at the two project sites. At Bristol Dry Lake, the survey showed that the basin was up to two times deeper than previously understood, with a maximum depth of up to 1.2 km beneath the Project area. At Cadiz Dry Lake, the survey showed a maximum depth of just over 0.7 km beneath the Project area.

• CSAMT/MT geophysical surveys of Bristol Dry Lake (see news release filed on Company’s SEDAR profile dated August 08, 2017). This survey highlighted the presence of extensive low resistivity zones beneath the Bristol Dry Lake Project, suggesting that lithium brines are present beneath almost all of Standard’s claims. In addition, the survey

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showed extremely low resistivity values (less than 1 ohm-metre), likely correlating with high concentration brines, and also that brines extend south and eastwards across the basin, into areas that are not currently used for brine harvesting activities.

• Excavation of surface pits across the property with a backhoe, combined with initial evaporation pond work (see news release filed on Company’s SEDAR profile dated October 10, 2017 and December 11, 2017). Initial grab sampling of very shallow (1.5 to 6 m depth) brines across the property showed an average lithium concentration of 146 mg/L. These brines were pumped into shallow, plastic-lined ponds, were concentrated via passive solar evaporation for a period of four weeks, and yielded final brines with an average lithium concentration of 686 mg/L.

• Sampling of production wells from Cadiz Dry Lake (see news release filed on Company’s SEDAR profile dated October 30, 2017). Grab samples taken from active brine production wells on the Cadiz Dry Lake Project yielded lithium concentrations between 112 to 139 mg/L.

• Initial sampling and exploratory drilling work at Bristol Dry Lake and Cadiz Dry Lake (see news release filed on Company’s SEDAR profile dated December 11, 2017 and June20, 2018). Four exploration boreholes were drilled at Bristol Dry Lake in Q4 of 2017, and reached a maximum depth of 1,195 ft (364 m). Two additional exploratory boreholes were drilled at Bristol in the first half of 2018 (making six in total), and a seventh well was commenced and then subsequently completed in such a manner that it can be re-entered easily.

• Numerous brine samples have been collected across the two properties, and elevated lithium concentrations have been noted in all samples collected from exploration boreholes in Bristol Dry Lake, and from production wells in Cadiz Dry Lake. These data have not been published to date but will be released in a technical report for the Property(ies) in the future. Lithium concentrations are consistent with historical data (see Feyeraband 2016 report) and with grab samples as described above. Additional rounds of evaporation pond process testing work have also been completed and these are similarly consistent with the initial data as described above.

RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties, the California Lithium Project and the Arkansas Lithium Project. Additional risk factors may be included in the Technical Report or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results of operations, plans and prospects.

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Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors, but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited, and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and other personnel. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this state of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will incur substantial capital expenditures for the continued exploration and development of its projects in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs and process studies. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of Shares in the public markets, or the potential for such sales, could decrease the trading price of the Shares and could impair the Company’s ability to raise capital through future sales of Shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at the Company’s projects. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Development of the Arkansas Lithium Project

The Company’s business strategy depends in large part on developing the Arkansas Lithium Project into a commercially viable mine. Whether a mineral deposit will be commercially viable depends on numerous factors, including: (i) the particular attributes of the deposit, such as size, grade and proximity to infrastructure; (ii) commodity prices, which are highly volatile; and (iii) government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of Mineral Resources and Mineral Reserves, environmental protection and capital and operating cost requirements. The capital expenditures and time

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required to develop the three phases of the Arkansas Lithium Project are significant and the Company has not yet secured funding that it believes will be sufficient to cover its share of capital expenditure obligations for the first stage of development of the Arkansas Lithium Project. Accordingly, there can be no assurance that the Company will ever develop this project. If the Company is unable to develop all or any of its projects into a commercial operating mine, its business and financial condition will be materially adversely affected.

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted, such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades and in the analysis of the economic viability of future mine development and mineral extraction. Until actually extracted and processed, the quantity of lithium reserves and grade must be considered as estimates only. In addition, the quantity of reserves and resources may vary depending on commodity prices and various technical and economic assumptions. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small-scale laboratory tests or pilot plants will be duplicated in larger scale tests under on-site conditions or during production. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental contamination, liabilities arising from historic operations, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or,

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regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action. These factors could all have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Construction Risks

As a result of the substantial expenditures involved in development projects, developments are prone to material cost overruns versus budget. The capital expenditures and time required to develop new mines are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to build the project.

Construction costs and timelines can be impacted by a wide variety of factors, many of which are beyond the control of the Company. These include, but are not limited to, weather conditions, ground conditions, performance of the mining fleet and availability of appropriate rock and other material required for construction, availability and performance of contractors and suppliers, delivery and installation of equipment, design changes, accuracy of estimates and availability of accommodations for the workforce.

Project development schedules are also dependent on obtaining the governmental approvals necessary for the operation of a project. The timeline to obtain these government approvals is often beyond the control of the Company. A delay in start-up or commercial production would increase capital costs and delay receipt of revenues.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures, and a breach may result in the imposition of fines and penalties, some of which may be material.

Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

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Commodity Price Fluctuations

The prices of commodities vary on a daily basis. Price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price), but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Shares

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The Share price is also likely to be significantly affected by delays experienced in progressing with development plans, a decrease in investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in the Company’s quarterly and annual financial statements. Other factors unrelated to performance that could have an effect on the price of the Shares include the following:

(a) the trading volume and general market interest in the Shares could affect a shareholder’s ability to trade significant numbers of common shares; and

(b) the size of the public float in the Shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these or other factors, the market price of the Shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation has been brought against companies following years of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Cost Estimates

The Company prepares estimates of operating costs and/or capital costs for each operation and project. The Company’s actual costs are dependent on a number of factors, including royalties, the price of lithium and by-product metals and the cost of inputs used in exploration activities.

The Company’s actual costs may vary from estimates for a variety of reasons, including labour and other input costs, commodity prices, general inflationary pressures and currency exchange rates. Failure to achieve cost estimates or material increases in costs could have an adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition.

Future Share Issuances May Affect the Market Price of the Shares

In order to finance future operations, the Company may raise funds through the issuance of additional Shares or the issuance of debt instruments or other securities convertible into Shares. The Company cannot predict the size of future issuances of Shares or the issuance of debt

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instruments or other securities convertible into Shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the Shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which began in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, the terms that are available to the Company. In the longer term, these factors, combined with the Company’s financial position could have important consequences, including the following:

(a) increasing the Company’s vulnerability to general adverse economic and industry conditions;

(b) limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

(c) limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

(d) placing the Company at a disadvantage when compared to competitors that have less debt relative to their market capitalization.

Issuance of Debt

From time to time, the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service any future debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

Financing Risks

The Company’s development and exploration activities may require additional external financing. There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be acceptable to the Company. Furthermore, if the Company raises additional capital by offering equity securities or securities convertible into equity securities, any additional financing may involve substantial dilution to existing shareholders. Failure to obtain sufficient financing could result in the delay or indefinite postponement of exploration, development, construction or production of any or all of the Company’s mineral properties. The cost and terms of such financing may significantly reduce the expected benefits from new developments or render such developments uneconomic.

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Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of properties, such as the properties in which the Company has an interest. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular year or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company, including delays and cost increases in the advancement of the Company’s projects.

Permitting

The Company’s operations, development projects and exploration activities are subject to receiving and maintaining licenses, permits and approvals, including regulatory relief or amendments, (collectively, “permits”) from appropriate governmental authorities. Before any development on any of its properties the Company must receive numerous permits, and continued operations at the Company’s mines is also dependent on maintaining, complying with and renewing required permits or obtaining additional permits.

The Company may be unable to obtain on a timely basis or maintain in the future all necessary permits required to explore and develop its properties, commence construction or operation of

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mining facilities and properties or maintain continued operations. Delays may occur in connection with obtaining necessary renewals of permits for the Company’s existing operations and activities, additional permits for existing or future operations or activities, or additional permits associated with new legislation. It is possible that previously issued permits may become suspended or revoked for a variety of reasons, including through government or courtaction.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for lithium and other commodities in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

Title Claims and First Nations Rights

The Company has investigated its rights to explore and exploit its projects and, to the best of its knowledge, its rights in relation to lands covering the projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties.

Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its projects, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Certain of the Company’s properties may be subject to the rights or the asserted rights of various community stakeholders, including First Nations and other indigenous peoples. The presence of community stakeholders may impact the Company’s ability to develop or operate its mining properties and its projects or to conduct exploration activities. Accordingly, the Company is subject to the risk that one or more groups may oppose the continued operation, further development or new development or exploration of the Company’s current or future mining properties and projects.

Such opposition may be directed through legal or administrative proceedings, or through protests or other campaigns against the Company’s activities.

Governments in many jurisdictions must consult with, or require the Company to consult with, indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations. Consultation and other rights of indigenous peoples may require accommodation including undertakings regarding employment, royalty payments and other matters. This may affect the Company’s ability to acquire within a reasonable time frame effective mineral titles, permits or licenses in any jurisdictions in which title or other rights are claimed by First Nations and other indigenous peoples, and may affect the timetable and costs of

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development and operation of mineral properties in these jurisdictions. The risk of unforeseen title claims by indigenous peoples also could affect existing operations as well as development projects. These legal requirements may also affect the Company’s ability to expand or transfer existing operations or to develop new projects.

Community Relations and License to Operate

The Company’s relationship with the host communities where it operates is critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations (“ NGOs”), some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or the Company’s exploration or development activities specifically, could have an adverse effect on the Company’s reputation. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Company’s overall ability to advance its projects, which could have a material adverse impact on the Company’s results of operations, financial condition and prospects. While the Company is committed to operating in a socially responsible manner, there is no guarantee that the Company’s efforts in this respect will mitigate this potential risk.

Acquisition and Integration Risks

As part of its business strategy, the Company has sought and will continue to seek new operating, development and exploration opportunities in the mining industry. In pursuit of such opportunities, the Company may fail to select appropriate acquisition candidates or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into the Company. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, if at all, or that any acquisition or business arrangement completed will ultimately benefit its business. Such acquisitions may be significant in size, may change the scale of the Company’s business and may expose the Company to new geographic, political, operating, financial or geological risks. Further, any acquisition the Company makes will require a significant amount of time and attention of the Company’s management, as well as resources that otherwise could be spent on the operation and development of the Company’s existing business.

Any future acquisitions would be accompanied by risks, such as a significant decline in the relevant metal price after the Company commits to complete an acquisition on certain terms; the quality of the mineral deposit acquired proving to be lower than expected; the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of the Company’s ongoing business; the inability of management to realize anticipated synergies and maximize the Company’s financial and strategic position; the failure to maintain uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; and the potential for unknown or unanticipated liabilities associated with acquired assets and businesses, including tax, environmental or other liabilities. In addition, the Company may need additional capital to finance an acquisition. Debt financing related to any acquisition may expose the Company to the risks related to increased leverage, while equity financing may cause existing

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shareholders to suffer dilution. There can be no assurance that any business or assets acquired in the future will prove to be profitable, that the Company will be able to integrate the acquired businesses or assets successfully or that it will identify all potential liabilities during the course of due diligence. Any of these factors could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity financing to the extent required to fund its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. If the Company does not generate sufficient cash flow from operating activities, it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition, and operating results. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration

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and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation.

The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Decommissioning and Reclamation

Environmental regulators are increasingly requiring financial assurances to ensure that the cost of decommissioning and reclaiming sites is borne by the parties involved, and not by government. It is not possible to predict what level of decommissioning and reclamation (and financial assurances relating thereto) may be required in the future by regulators. The Company’s ability to advance its projects could be adversely affected by any inability on its part to obtain or maintain the required financial assurances.

Dividends

The Company has never paid cash dividends on our Shares, and does not expect to pay any cash dividends in the future in favor of utilizing cash to support the development of our business. Any future determination relating to the Company’s dividend policy will be made at the discretion of the Company’s Board of Directors (the “Board” or “Board of Directors”) and will depend on a number of factors, including future operating results, capital requirements, financial condition and the terms of any credit facility or other financing arrangements the Company may obtain or enter into, future prospects and other factors the Company’s Board of Directors may deem relevant at the time such payment is considered. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on their investment in the Shares for the foreseeable future.

Time and Cost Estimates

Actual time and costs may vary significantly from estimates for a variety of reasons, both within and beyond the control of the Company. Failure to achieve time estimates and significant increases in costs may adversely affect the Company’s ability to continue exploration, develop the

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Company’s projects and ultimately generate sufficient cash flows. There is no assurance that the Company’s estimates of time and costs will be achievable.

Consumables Availability and Costs

The Company’s planned exploration, development and operating activities, including the profitability thereof, will continue to be affected by the availability and costs of consumables used in connection with the Company’s activities. Of significance, this may include concrete, steel, copper, piping, diesel fuel and electricity. Other inputs such as labor, consultant fees and equipment components are also subject to availability and cost volatility. If inputs are unavailable at reasonable costs, this may delay or indefinitely postpone planned activities. Furthermore, many of the consumables and specialized equipment used in exploration, development and operating activities are subject to significant volatility. There is no assurance that consumables will be available at all or at reasonable costs.

Mineral Resource Uncertainties

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty which may attach to mineral resources, there can be no assurances that mineral resources will be upgraded to mineral reserves as a result of continued exploration or during the course of operations.

There can be no assurances that any of the mineral resources stated in this AIF or published technical reports of the Company will be realized. Until a deposit is actually extracted and processed, the quantity of mineral resources or reserves, grades, recoveries and costs must be considered as estimates only. In addition, the quantity of mineral resources or reserves may vary depending on, among other things, product prices. Any material change in the quantity of mineral resources or reserves, grades, dilution occurring during mining operations, recoveries, costs or other factors may affect the economic viability of stated mineral resources or reserves. In addition, there is no assurance that mineral recoveries in limited, small scale laboratory tests or pilot plants will be duplicated by larger scale tests or during production. Fluctuations in lithium prices, results of future drilling, metallurgical testing, actual mining and operating results, and other events subsequent to the date of stated mineral resources and reserves estimates may require revision of such estimates. Any material reductions in estimates of mineral resources or reserves could have a material adverse effect on the Company.

Lithium Demand

Lithium is considered an industrial mineral and the sales prices for the different lithium compounds are not public. Lithium is not a traded commodity like base and precious metals. Sales agreements are negotiated on an individual and private basis with each different end-user. Therefore, it is possible that the sales prices used in the Resource Report will be different than the actual prices at which the Company is able to sell its lithium compounds. In addition, there are a limited number of producers of lithium compounds and it is possible that these existing producers will try to prevent newcomers from entering the chain of supply by increasing their production capacity and lowering sales prices. Factors such as foreign currency fluctuation, supply and demand, industrial disruption and actual lithium market sale prices could have an adverse impact on operating costs and stock market prices and on the Company’s ability to fund its activities. In each case, the economics of the Arkansas Lithium Project could be materially adversely affected, even to the point of being rendered uneconomic.

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Global Financial Conditions

Global financial conditions have been subject to continued volatility. Government debt, the risk of sovereign defaults, political instability and wider economic concerns in many countries have been causing significant uncertainties in the markets. Disruptions in the credit and capital markets can have a negative impact on the availability and terms of credit and capital. Uncertainties in these markets could have a material adverse effect on the Company’s liquidity, ability to raise capital and cost of capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates and have a detrimental effect on the Company’s business.

COVID-19

The Company’s business, operations, and financial condition, and the market price of the Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines, and a general reduction in consumer activity in a number of countries. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for lithium and other minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations, and financial condition and the market price of the Shares.

Infrastructure

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, or community, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations.

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Competition

The Company faces strong competition from other mining companies in connection with the identification and acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than the Company. As a result of this competition, the Company may be unable to identify, maintain or acquire attractive mining properties on acceptable terms or at all. Consequently, the Company’s prospects, revenues, operations and financial condition could be materially adversely affected.

Taxation

The Company is affected by the tax regimes of various local, regional and national authorities. Revenues, expenditures, income, investments, land use, intercompany transactions and all other business conditions can be taxed. Tax regulations, interpretations and enforcement policies may differ from the Company’s applied methods and may change over time due to circumstances beyond the Company’s control. The effect of such events could have material adverse effects on the Company’s anticipated tax consequences. There is no assurance regarding the nature or rate of taxation, assessments and penalties that may be imposed.

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DIVIDENDS AND DISTRIBUTIONS

The Company has not, for any of the three most recently completed financial years or its current financial year, declared or paid any dividends on our Common Shares, and does not currently have a policy with respect to the payment of dividends. For the foreseeable future, we anticipate that we will not pay dividends but will retain future earnings and other cash resources for the operation and development of our business. The payment of dividends in the future will depend on our earnings, if any, our financial condition and such other factors as our directors consider appropriate.

CAPITAL STRUCTURE

The authorized share capital of the Company consists of an unlimited number of Shares and an unlimited number of preferred shares (“Preferred Shares”), without par value. As of the date of this AIF, 88,094,076 Shares were issued and outstanding and there were no Preferred Shares issued and outstanding. In addition, as of the date of this AIF, there were 8,747,681 incentive stock options (“Options”), 721,897 compensation options,14,886,996 Warrants, and 16,140,220 Special Warrants outstanding.

Holders of Shares are entitled to receive notice of any meeting of shareholders of the Company, to attend and to cast one vote per Share at such meetings. Holders of Shares are also entitled to receive on a pro-rata basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of the Company are entitled to receive on a pro-rata basis, the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority. The Shares do not carry any pre-emptive, subscription, redemption or conversion rights.

MARKET FOR SECURITIES

Trading Price and Volume

The Shares are listed for trading on the TSXV under the trading symbol “SLL”.

The following table sets forth the high and low prices and total monthly volume of the Shares as traded on the TSXV for the periods indicated. All share prices are shown in Canadian dollars.

Period(1)	High		Low		Total Volume
January 2018		2.610		2.140		5,943,173
February 2018		2.470		1.860		4,272,909
March 2018		2.350		1.640		2,428,249
April 2018		1.880		1.350		2,669,914
May 2018		1.820		1.160		2,822,863
June 2018		1.560		1.060		2,794,223
July 2018		1.400		1.020		3,137,357
August 2018		1.420		0.800		4,207,968
September 2018		1.690		1.060		3,254,500
October 2018		1.770		1.180		2,812,389

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Period(1)	High		Low		Total Volume
November 2018		1.530		1.120		2,012,751
December 2018		1.240		0.830		1,176,613
January 2019		1.320		0.920		2,031,661
February 2019		1.440		0.940		3,253,940
March 2019		1.000		0.790		4,037,379
April 2019		0.990		0.830		2,449,228
May 2019		0.880		0.670		2,163,695
June 2019		1.000		0.720		1,883,066

Notes:

(1) On July 26, 2018, the Company changed its financial year-end from December 31 to June 30.

Prior Sales

The Company issued the following securities during the most recently completed financial year and the current financial year:

Date	Class of Security		Amount Issued			Issue Price
June 13, 2019		Options		150,000	(1)	$	1.00
April 10, 2019		Warrants		213,000	(2)	$	1.30
April 1, 2019		Options		750,000	(3)	$	1.00
March 21, 2019		Warrants		5,695,250	(4)	$	1.30
March 21, 2019		Warrants		797,336	(4)	$	1.00
September 4, 2018		Options		2,000,000	(5)	$	1.40
July 23, 2018		Options		150,000	(6)	$	1.03
July 9, 2018		Options		300,000	(7)	$	1.21

Notes:

(1) Issued to a Consultant.

(2) Issued in connection with the April 2019 Public Offering.

(3) Issued to Consultants.

(4) Issued in connection with the March 2019 Public Offering.

(5) Issued to Directors, Management and Consultants.

(6) Issued to a Consultant.

(7) Issued to a Consultant.

Subsequent to June 30, 2019, the Company issued the following securities:

Date	Class of Security		Amount Issued			Issue Price
March 9, 2020		Options		4,450,000	(1)	$	0.76
February 20, 2020		Warrants		452,025	(2)	$	1.00
February 20, 2020		Special Warrants		16,140,220	(3)	$	0.75
January 13, 2020		Options		300,000	(4)	$	0.89
October 16, 2019		Options		150,000	(5)	$	0.75
July 19, 2019		Options		100,000	(6)	$	0.83

Notes:

(1) Issued to a Directors and Officers of the Company.

(2) Issued to finders in connection with the February 2020 Public Offering.

(3) Issued in connection with the February 2020 Public Offering.

(4) Issued to a Consultant.

(5) Issued to a Consultant.

(6) Issued to a Consultant.

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ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

As at the date of this AIF, no Shares are held in escrow or subject to a contractual restriction on transfer.

DIRECTORS AND OFFICERS

Name, Province or State, Country of Residence and Offices Held

The following table sets forth the name of each of our directors and executive officers, their province or state and country of residence, their position(s) with the Company, their principal occupation during the preceding five years and the date they first became a director of the Company. Each director’s term will expire immediately prior to the following annual meeting of shareholders.

Name, Age and Residence	Position(s) with the Company	Principal Occupation During Past Five Years	Director Since
Anthony Alvaro(1) British Columbia, Canada	Director	Capital Markets Advisor	January 23, 2017
Jeffrey Barber(1) Alberta, Canada	Director	Current principal occupation is Chief Financial Officer of DOJA Cannabis Company Limited	January 23, 2017
Robert Cross British Columbia, Canada	Director and Non-Executive Chairman	Corporate Board Member; Chairman of B2Gold Corp.	September 4, 2018
Robert Mintak(1) British Columbia, Canada	CEO and Director	Current principal occupation is Chief Executive Officer of the Company. Board member of 66 Resources Inc. and Identillect Technologies Corp.	March 21, 2017
Andrew Robinson British Columbia, Canada	President, COO and Director	Current principal occupation is Chief Operating Officer of the Company, Director Lakewood Exploration Inc.	June 5, 2017
Kara Norman British Columbia, Canada	CFO and Corporate Secretary	Current principal occupation is Chief Financial Officer of the Company	n/a

Note:

(1) Member of Audit Committee.

Shareholdings of Directors and Officers

As of the date of this AIF, the Company’s directors and executive officers beneficially own, control or direct, directly or indirectly, 5,399,068 Common Shares.

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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than as set out below, none of our directors or executive officers is, as at the date hereof, or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period or more than 30 consecutive days (a “Cease Trade Order”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such issuer, or (b) was subject to a Cease Trade Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Robert Mintak was Chief Financial Officer of Dussault Apparel Inc. (“DAI”), from September 2007 to December 2012, which was cease traded on March 8, 2010 for failure to file the audited financial statements, management’s discussion and analysis and certifications, for the period ended October 31, 2009, within the prescribed filing period (the “2009 Financials”). DAI subsequently filed the 2009 Financials and the cease trade order was revoked on June 4, 2010.

None of our directors or executive officers, nor, to our knowledge, any shareholder holding a sufficient number of our securities to affect materially the control of the Company (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including ours) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or shareholder.

None of our directors or executive officers, nor, to our knowledge, any shareholder holding a sufficient number of our securities to affect materially the control of the Company, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Unless otherwise noted in this AIF, to the best of our knowledge, there are no known existing or potential material conflicts of interest between the Company or its subsidiaries and any of our directors or officers or a director or officer of our subsidiaries. However, certain of our directors and officers are, or may become, directors or officers of other companies, with businesses that may conflict with our business. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible acquisitions or in generally acting on behalf of the Company. Pursuant to the BCBCA, directors are required to act honestly and in good faith with a view to the best interests of the Company. As required under the BCBCA and our Articles:

• A director or executive officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or executive officer of the Company, must promptly disclose the nature and extent of that conflict.

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• A director who holds a disclosable interest (as that term is used in the BCBCA) in a contract or transaction into which the Company has entered or proposes to enter may generally not vote on any directors’ resolution to approve the contract or transaction.

Generally, as a matter of practice, directors or executive officers who have disclosed a material interest in any transaction or agreement that our Board is considering will not take part in any Board discussion respecting that contract or transaction. If on occasion such directors do participate in the discussions, they will abstain from voting on any matters relating to matters in which they have disclosed a material interest. In appropriate cases, we will establish a special committee of independent directors to review a matter in which directors, or management, may have a conflict.

PROMOTERS

During the previous three fiscal years, no person or company has been a promoter of the Company or any subsidiary of the Company.

AUDIT COMMITTEE

Composition of the Audit Committee

The current members of the Audit Committee are Robert Mintak, Anthony Alvaro and Jeffrey Barber, two of whom are independent (Messrs. Alvaro and Barber) and all of whom are financially literate as defined by National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“NI 52-110”).

Relevant Education and Experience

All members of the Audit Committee hold professional accounting designations and been involved in enterprises which public report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-approval Policies and Procedures

The Audit Committee charter, attached as Schedule “A”, provides for the Audit Committee to establish the auditors’ fees. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors. Management of the Company believes that the fees negotiated in the past with the auditors of the Company were reasonable in the circumstances and would be comparable to fees charged by other auditors providing similar services.

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External Auditor Service Fees (by Category)

The aggregate fees billed by the Company’s external auditors in each of the last three fiscal years for audit fees are as follows:

Financial Year Ended	Audit Fees(1)		Audit-Related Fees(2)		Tax Fees(3)		All Other Fees
June 30, 2019	$	31,000		23,450	$	9,000		Nil
June 30, 2018	$	25,000		Nil	$	10,000		Nil
December 31, 2017	$	25,000		Nil	$	14,600		Nil

Notes:

(1) “Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.

(2) “Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company‘s external auditor that are reasonably related to the performance of the audit or review of the Company‘s financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company‘s external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company‘s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no legal proceedings or regulatory actions material to us to which we are a party, or to which we have been a party since our incorporation, or of which any property of the Company is or has been the subject matter of, since the beginning of the financial year ended June 30, 2019, and no such proceedings are known by us to be contemplated. There have been no penalties or sanctions imposed against us by a court relating to provincial or territorial securities legislation or by any securities regulatory authority, there have been no penalties or sanctions imposed by a court or regulatory body against us, and we have not entered into any settlement agreements before a court relating to provincial or territorial securities legislation or with any securities regulatory authority since our incorporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than disclosed elsewhere in this AIF, no director, senior officer or principal shareholder of the Company and no associate or affiliate of the foregoing have had a material interest, direct or indirect, in any transaction in which the Company has participated within the three-year period prior to the date of this AIF, or will have any material interest in any proposed transaction, which has materially affected or will materially affect the Company.

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AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditors

The Company’s auditors are Manning Elliott LLP, Chartered Professional Accountants having an address at 17^th Floor, 1030 West Georgia Street, Vancouver, British Columbia, V6E 3S7.

Transfer Agents, Registrars or Other Agents

The transfer agent and registrar for the Common Shares in Canada is AST Trust Company (Canada), at its principal office in Vancouver, British Columbia.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the Company has not entered into any material contracts.

INTEREST OF EXPERTS

Experts who have prepared reports for Standard in the financial year ending June 30, 2019 include the following:

Manning Elliott LLP, Chartered Professional Accountants, who prepared the auditors’ report accompanying the audited financial statements of the Company for the most recent year end, report that they are independent in accordance with the Chartered Professional Accountants of British Columbia as at the date of such audit report.

Marek Dworzanowski, P.Eng., B.Sc. (Hons), FSAIMM of Worley, Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., Stanislaw Kotowski, P.Eng, M.Sc. of Worley and Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O have acted as qualified persons under NI 43-101 in connection withthe Resource Report and has reviewed and approved the information related to the Arkansas Lithium Project contained in this AIF.

William Feyeraband has acted as a qualified person under NI 43-101 in connection with the Technical Report and has reviewed and approved the information related to the California Lithium Project contained in this AIF.

All other scientific and technical information in this AIF has been reviewed and approved by Steve Ross, Registered Professional Geologist, who is a qualified person under NI 43-101. Mr. Ross is not independent of the Company as he is a Consultant and Project Manager, Exploration and Development.

None of the experts whom are named in this AIF as having prepared reports or having been responsible for reporting exploration results relating to our mineral properties and whose profession or business gives authority to such reports, or any director, officer, partner, or employee thereof, as applicable, received or has received a direct or indirect interest in our property or of any of our associates or affiliates. As at the date hereof, such persons, and the directors, officers, partners and employees, as applicable, of each of the experts beneficially own, directly or indirectly, in the aggregate, less than one percent of the securities of the Company and they did not receive any direct or indirect interest in any securities of the Company or of any associate or affiliate of the Company in connection with the preparation of such report.

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None of such persons, or any director, officer or employee, as applicable, of any such companies or partnerships, is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Additional information including directors’ and officers’ remuneration and indebtedness, principal holders of our securities, securities authorized for issuance under equity compensation plans and a statement as to the interest of insiders in material transactions, was contained in the management proxy circular for the annual and special meeting of shareholders held on December 30, 2019. Additional financial information is provided in the audited financial statements and management discussion and analysis for the most recent year-end. The foregoing additional information is available on SEDAR at www.sedar.com the Company’s profile.

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SCHEDULE “A”

AUDIT COMMITTEE MANDATE

Purpose of the Committee

The purpose of the Audit Committee (the “ Committee”) of the Board of Directors (the “Board”) of Company is to provide an open avenue of communication between management, the Company’s independent auditor and the Board and to assist the Board in its oversight of:

• the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;

• the Company’s compliance with legal and regulatory requirements related to financial reporting; and

• the independence and performance of the Company’s independent auditor. The Committee shall also perform any other activities consistent with this Charter, the Company’s articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with GAAP.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Company’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and for reviewing and recommending the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

Authority and Responsibilities

In addition to the foregoing, in performing its oversight responsibilities, the Committee shall:

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1. Monitor the adequacy of this Charter and recommend any proposed changes to theBoard.

2. Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.

3. Review with management and the independent auditor the adequacy and effectiveness of the Company’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.

4. Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.

5. Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.

6. Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

7. Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the independent auditor without the presence of management.

8. Review with management and the independent auditor significant related party transactions and potential conflicts of interest.

9. Pre-approve all non-audit services to be provided to the Company by the independent auditor.

10. Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.

11. Establish and review the Company’s procedures for the:

• receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and

• confidential and anonymous submissions by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

12. Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its

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duties, and to set and pay the compensation of such advisors at the expense of the Company.

13. Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (Canada) and the articles of the Company.

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