VOTE NO AGM 2023 RESOLUTION 1-5...... NO, page-1350

Yet by SYA own PR 30 Aug 2021, which is AFTER all the closing of the acquisition, they advised the market that



1. Flagship Authier project??? So that integration was (and is??) really important to overall "mega project"

2. "Subject to certain conditions" ... and don't kid yourselves they have not been fully disclosed and I suspect will never be (just like getting to complete list of covenants governing loan agreements ... I got a story on that one with an O&G company that while "completely true" in their disclosure they were never "truly complete" and that covenant burned equity shareholders by required an emergency capital raising even though they appeared to have sufficient cash available).

3. Where's the Hydroxide & PLL connection?

4. Surely nobody thinks SYQ would invest an estimated CAD$555M in capital to get the half built Carbonate plant back into production for just 5 years only (being the 6th year through 10th year from closing) and then stop (because why ... new tech makes it irrelevant?). My interpretation has always been, if it is shown to be more profitable (for both JV partners) and less risk (and by that I mean a chemical contract is likely longer termed than a spodumene contract ... unless its LoM) and that must include capital intensity measures, then the JV would proceed. It does not seem logical to me for IQ to force conversion (and risk a 3rd or 4th bankruptcy for this project) if the economics do not support it.

5. I'll add this piece because it highlights some of the issue. One of the main (economic) benefits for TLP is from the IRA 45X credits (and they have nothing at all to do with EV purchase credits which are 30D credits). They are ONLY available to AMERICAN COMPANIES and are credits against taxes that PLL would pay to the IRS. This is a reduction to their OpEx ... and adds to NET INCOME (not the EBITDA metric) ... so real money. Thats on top of DoE ATVM LPO debt that mirrors a 10Y T-Bill. Chemical plants are big expensive beasts (see Kemerton etc). Chris Ellison is right - we can not compete against China given the low Capex and Opex for lithium conversion ... their companies are just state actors in dress-up.

6. So now I'll tie (2) with (5). I have not ruled out that "subject to certain conditions" doesn't mean the JV saying to the GoQ that the JV is happy to go downstream if say it was incentivized IN THE SAME FASHION AS PLL's TLP chemical conversion plant. You have a partner (PLL) that can pound the table as show just what that means in the battle for SUSTAINABLE EX-CHINA lithium salt conversion. We just don't know what those certain conditions are.

IMO its a 2-way street and not a club to bludgeon your partners with. IQ must participant in balance sheet to get conversion done.

If the above is reasonable, then it will be difficult to challenge JB as he could simply lean back (assuming appropriately seating equipment) and say SYA has done exactly what it said it would do in the 2 years since the transaction closed and leave it at that - no futher questions conversion facilities at this time.

Its a possibility.