American Lithium Corp. (TSXV:LI) signed a letter of intent to acquire Plateau Energy Metals Inc. (TSXV:PLU) from group of sellers for approximately CAD 100 million on January 31, 2021. American Lithium Corp. (TSXV:LI) entered into a definitive agreement to acquire Plateau Energy Metals Inc. (TSXV:PLU) for approximately CAD 100 million on February 9, 2021. The sellers are Andrew Bowering, Laurence Stefan, Thomas Relling, Ted O'Connor, Alan Ferry, Christian Milau, Philip Gibbs, Maryse Belanger, Pamela Kinsman, Wayne Drier and Robert Disbrow. As per the terms, each Plateau shares is exchanged on the basis of 0.29 units of American Lithium for each share of Plateau. Each Exchange Unit will consist of one (1) common share of American Lithium plus one-half (0.5) of a common share purchase warrant of American Lithium (each whole such warrant, an “Exchange Warrant”). Each Exchange Warrant will entitle the holder to acquire one (1) additional common share of American Lithium at an exercise price of CAD 3.00 for a period of thirty-six (36) months from completion of the Transaction. The outstanding and unexercised warrants to purchase common shares of Plateau will be adjusted in accordance with their terms based on the Exchange Ratio. Plateau's outstanding and unexercised stock options will be adjusted and holders of the options will receive common shares of American Lithium, the number of common shares to be adjusted based on the Exchange Ratio, subject to a reduction in term for stock options held by individuals who will not be continuing on with American Lithium post-closing of the Transaction. All RSUs and DSUs of Plateau will vest immediately and will be treated in accordance with their respective plans. It is expected that Plateau shareholders will hold approximately 21% of American Lithium's shares on an outstanding undiluted basis upon completion of the transaction. In connection with completion of the Transaction, Bedrock Capital Corporation, or its agent, is entitled to receive a finder's fee upon closing. A termination fee of CAD 3.25 million may be payable by Plateau in the case of certain terminating events, including the acceptance of a superior proposal. Upon closing of the Transaction, Plateau will nominate two directors to join a newly reconstituted board of American Lithium. American Lithium will additionally retain certain employees and consultants of Plateau in order to provide continuity with ongoing concession work in Peru and development activities at Falchani with Plateau's existing Peru team. Immediately following the completion of the Arrangement, Plateau will become a wholly owned subsidiary of American Lithium. As of April 29, 2021, American Lithium Corp. has completed a non-brokered private placement of 7,518,750 units at a price of $2.00 per Unit for gross proceeds of $15.04 million, part of which will be used for the ongoing development of the Falchani and Macusani projects in Peru, which is subject to completion of the acquisition of Plateau Energy Metals Inc.

Closing of the Transaction is subject to the receipt of applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature, including, without limitation, approval of the Ontario Superior Court of Justice and the TSX Venture Exchange, approval by Plateau shareholders, third party approvals, American Lithium shares and consideration Warrants, to be issued in the United States pursuant to the arrangement shall be exempt from registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act, resignation of board of directors of Plateau, and holders of no more than 10% of Plateau Shares shall have exercised Dissent Rights. The Arrangement will be carried out by way of a court-approved plan of arrangement and will require the approval of: (i) at least 66 2/3% of the votes cast by all Plateau shareholders; (ii) at least 66 2/3% of the votes cast by all Plateau shareholders and all holders of Plateau stock options voting together as a single class; and (iii) and a simple majority of the votes cast by all Plateau shareholders excluding certain interested or related parties. The Arrangement has been unanimously approved by the board of directors of both American Lithium and Plateau, and the directors of Plateau, based on the recommendation of a special committee of independent directors of Plateau, recommend that Plateau shareholders and option holders vote in favour of the Transaction. A special meeting of security holders of Plateau is scheduled to be held on May 3, 2021. On April 09, 2021 Plateau Energy Metals has obtained an interim order from the Ontario Superior Court of Justice for the Company to hold a special meeting of Plateau shareholders and option holders to approve the business combination with American Lithium. The Board of Plateau formed the Special Committee to, among other things, review and make recommendations to the Board on a proposed transaction involving American Lithium. The Special Committee consists of Alan Ferry, Maryse Bélanger, Wayne Drier and Christian Milau, each an independent director of Plateau. Alan Ferry was appointed as Chair of the Special Committee. As of May 3, 2021, Plateau shareholders and optionholders have approved the plan of arrangement. Closing of the Transaction is anticipated to occur in May 2021. As per the filing dated February 26, 2021, the transaction is expected to close in early May 2021. As per filing on April 9, 2021, it is currently anticipated that the Arrangement will be completed on or about May 11, 2021.

Haywood Securities Inc. has provided a fairness opinion to the special committee and board of directors of Plateau. Sam Cole, Lara Jackson, Jennifer Poirier, Greg Hogan and Corinne Grigoriu of Cassels Brock & Blackwell LLP is acting as legal counsel to American Lithium. In connection with completion of the Transaction, Axemen Resource Capital Ltd. is entitled to receive a success fee upon closing. Haywood Securities Inc. is acting as financial advisor and Ryan A. Morris of Blake, Cassels & Graydon LLP is acting as legal counsel to Plateau. TSX Trust Company acted as Transfer Agent for Plateau.

American Lithium Corp. (TSXV:LI) completed the acquisition of Plateau Energy Metals Inc. (TSXV:PLU) from group of sellers on May 11, 2021. As part of the transaction, Laurence Stefan will join the American Lithium as President, Chief Operating Officer and Director. Philip Gibbs will become the Chief Financial Officer and Ted O'Connor will join the Board of Directors and will also be Technical Advisor and Qualified Person for the American Lithium's projects. American Lithium intends to delist the Plateau Shares from the TSX Venture Exchange as soon as practicable. In connection with the Arrangement, Plateau issued to Bedrock Capital Corporation a finder's fee equal to CAD 600,625 payable in cash and 2,666,666 Plateau shares and the American Lithium issued to Axemen Resource Capital Ltd. a finder's fee equal to CAD 200,000 payable in cash and 867,882 American Lithium shares.