(Subject to Exchange Approval)

The Deep Valley Lithium Property (the “Property”) which is located in the Fox Creek - Sturgeon Lake area of west-central Alberta. The Property encompasses 6,648 ha (16,427 acres) and is located approximately 55 km due west of the community of Fox Creek.

The Property is underlain by Leduc Formation aquifers that are known to be highly enriched in lithium, potassium, boron, bromine and other commodities. Within the central part of the Property, historic samples of formation waters (brines) have returned 140 mg/L (ppm), which are amongst the highest values recorded within the Province of Alberta as reported by the ERCB in its report of October 2011 entitled “Geological Introduction to Lithium-Rich Formation Water with Emphasis on the Fox Creek Area of West-Central Alberta (NTS 83F and 83K)”.

Commonly, during the early history of oil wells in the area, there is a high oil-to-water extraction ratio. However, at present, most wells produce excessive amounts of formation water in comparison to petroleum. The formation water is treated as a waste product during the petroleum extraction process, after which the brine is re-injected into the subsurface. The level of extractability of lithium and other elements from the waste formation water is unclear and may require new technologies (some of which are being introduced and tested in Nevada brines).

Previous exploration and development in the region, related to petroleum operations, has provided potential access to regional infrastructure throughout the Fox Creek – Sturgeon Lake region. Infrastructure available includes wells, roads and power providing an economic advantage to future development.