AMERICAN LITHIUM CORP.
(the "Company")
REPORT OF VOTING RESULTS
In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, the Company hereby advises of the results of the voting on the matters submitted to the annual and special meeting (the "Meeting") of shareholders of the Company (the "Shareholders") held on Wednesday, November 15, 2023. At the Meeting, the Shareholders were asked to consider certain matters outlined in the Notice of Annual and Special Meeting of Shareholders and Management Information Circular dated October 16, 2023 (the "Circular"). The matters voted upon at the Meeting and the results of the voting as provided by Odyssey Trust Company after the Meeting were as follows:
1. Fixing the Number of Directors
The voting results showed that 23.55% of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:
| Votes For | % of Votes
For | Votes
Against | % of Votes
Against |
Fixing the Number of Directors to Seven (7) | 49,160,908 | 97% | 1,391,609 | 3% |
2. Election of Directors
The voting results showed that 10.12% of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:
Nominee | Votes For | % For | Votes Withheld | % Withheld |
Andrew Bowering | 19,518,784 | 90% | 2,193,649 | 10% |
Simon Clarke | 20,863,120 | 96% | 850,313 | 4% |
Laurence Stefan | 18,886,928 | 87% | 2,826,505 | 13% |
Ben Binninger | 19,684,228 | 91% | 2,029,205 | 9% |
Alex Tsakumis | 17,434,224 | 80% | 4,279,209 | 20% |
Claudia Tornquist | 19,603,692 | 90% | 2,109,741 | 10% |
Carsten Korch | 18,963,090 | 87% | 2,750,343 | 13% |
As a result of the foregoing each of the above-noted nominee directors were elected directors of the Company for the ensuing year or until their successors are elected or appointed.
3. Appointment of Auditors
The voting results showed that 23.55% of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:
| Votes For | % of Votes
For | Votes
Withheld | % of Votes
Withheld |
Appointment of Auditor | 49,471,208 | 98% | 1,081,310 | 2% |
As a result of the foregoing, Ernst & Young LLP, were appointed as the auditors of the Company for the ensuing year until the close of the next annual general meeting of shareholders, at a remuneration to be fixed by the Board of Directors.
4. Amended Omnibus Incentive Plan
The vote on this resolution was required to be approved by the affirmative vote of a simple majority of the votes cast by disinterested shareholders. The voting results showed that 8.86% of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:
| Votes For | % of Votes
For | Votes
Against | % of Votes
Against |
Amended Omnibus Incentive Plan | 16,139,007 | 85% | 2,871,748 | 15% |
As a result of the foregoing, the resolution described on page 20 of the Circular was adopted as an ordinary resolution of the disinterested shareholders of the Company and the Amended Omnibus Incentive Plan was approved.
DATED this 15th day of November, 2023.
AMERICAN LITHIUM CORP.
/s/ Simon Clarke
By:________________________________________________
Simon Clarke, Chief Executive Officer
