POCML 6 Inc. Announces Binding Letter of Intent for Qualifying Transaction with Lithium Ionic Inc. and $10 Million Brokered Financing

POCML 6 Inc. Announces Binding Letter of Intent for Qualifying Transaction

with Lithium Ionic Inc. and $10 Million Brokered Financing

Toronto, Ontario — January 12, 2022) – POCML 6 Inc . (TSXV: POCC .P) (the “ Corporation” or

“POCML6”), a capital pool company listed on the TSX Venture Exchange ( “TSXV”), has entered into a

binding letter of intent with Lithium Ionic Inc. ( “Lithium Ionic”) negotiated at arm’s length and effective

as of January 7, 202 2 (the “Letter of Intent” ) in respect of a proposed business combination

transaction pursuant to which POCML6 will acquire all of the issued and outstanding securities of

Lithium Ionic (the “Proposed Transaction ”). In connection with the Proposed Transaction, Lithium

Ionic has also executed an engagement letter to c omplete a concurrent subscription receipt financing

for up to $10,000,000 with Clarus Securities Inc. , PowerOne Capital Markets Limited and a syndicate

of agents. It is anticipated that the Proposed Transaction will constitute the qualifying transaction of

POCML6 in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of

the TSX Venture Exchange (the “ TSXV”). The resulting c ompany following the completion of the

Proposed Transaction is referred to as the “ Resulting Issuer ”. The Proposed Transaction will not

constitute a Non- Arm’s Length Transaction (as such term is defined in the policies of the TSXV). All

currency references used in this news release are in Canadian currency unless otherwise noted.

About Lithium Ionic

Lithium Ionic is a private company incorporated on July 5, 2021 under the laws of the Province of

Ontario which owns a 100% ownership interest in the Itinga lithium project (the “Itinga Project” or the

“Project”).

The Itinga Project

The Itinga P roject is loca ted in Minas Gerais State (MG), Brazil. The Project comprises five mineral

licenses covering more than 1, 300 hectares in the prolific Aracuai lithium province. A portion of the

Project occurs immediately south of the CBL lithium mine and plant , Brazil’s only lithium producer, and

immediately north of the large B arreiro and Xuxa lithium deposit s of Sigma Lithium Corp (TSXV:

SGML) (NASDAQ: SGML) . CBL has been in operation since 199 3. Sigma’s estimated mineral

resources, based on their NI 43- 101 technical repo rts, exceeds 50 m illion tonnes of lithium oxide

(Li2O) mineralized pegmatite in four deposits.

The Project area has excellent infrastructure, including access to hydroelectrical grid power , water,

commercial port, highways and communities.

Lithium minera lization (spodume ne, lepidolite, petalite) occurs within a halo of pegmatite dikes and

apophyses that occur within the rocks surrounding Neoproterozoic granitic intrusions. Mineralization

within the mineralized province and the distribution of the minerali zed pegmatites is controlled by a

complex and crosscutting system of northeast and northwest oriented faults that were exploited by the

dikes. Mineralized structures have been identified i n two areas within the Project and the remainder of

the Project area remains to be explored.

The technical information in this news release has been prepared by David Gower , a director of

Lithium Ionic, who is a qualified person within the meaning of Nati onal Instrument 43-101 (“NI 43-101”)

– Standards of Disclosure for Mineral Projects. Lithium Ionic has commissioned a NI 43-101 compliant

technical report on the Project which it expects will be finalized before the end of Q1 2022.

Summary of the Proposed Qualifying Transaction

The Letter of Intent contemplates that Lithium Ionic and POCML6 will negotiate and enter into a

definitive agreement in respect of the Proposed Transaction on or before Febr uary 6, 2022 ( the

“Definitive Agreement”), pursuant to which it is anticipated that POCML6 will acquire all of the issued

and outstanding Lithium Ionic common shares (the “Lithium Ionic Shares”) and Lithium Ionic

warrants, and shareholders and warrantholders of Lithium Ionic will receive POCML6 common shares

(the “POCML6 Shares”) in exchange for their Lithium Ionic Shares and POCML6 warrants,

respectively. The Proposed Transaction will be structured as a three- cornered amalgamation, plan of

arrangement or other structure based on the advice of the parties' respective advisers and taking into

account various securities, tax, operating and other considerations.

It is anticipated that the R esulting Issuer will continue the business of Lithium Ionic under a nam e to

be determined by Lithium Ionic (the “Name Change” ). The business of the Resulting Issuer will be

primarily focused on the exploration of the Project.

Certain POCML6 Shares to be is sued pursuant to the Proposed Transaction are expected to be

subject to restrictions on resale or escrow under the policies of the TSXV, including the securities to

be issued to principals (as defined under the TSXV policies), which will be subject to the e scrow

requirements of the TSXV.

The completion of the Proposed Transac tion is subject to a number of terms and conditions, including

and without limitation to the following: negotiation and execution of the Definitive Agreement; there

being no material adverse changes in respect of either POCML6 or Lithium Ionic; the parties obtaining

all necessary consents, orders, regulatory and shareholder approvals, including the conditional

approval of the TSXV; completion of the Name Change and Consolidation (as defined below) and any

other required corporate changes requested by Lithi um Ionic , actin g reasonably; completion of the

Concurrent Financing (as defined below); completion of a NI 43- 101 compliant technical report for the

Project; completion of a thorough business, legal and financial review by each party of the other party;

and other standard conditions of closing for a transaction in the nature of the Proposed Transaction.

There can be no assurance that all of the necessary regulatory and shareholder approv als will be

obtained or that all conditions of closing will be met.

Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed

as a Tier 2 mining issuer on the TSXV, with Lithium Ionic as its primary operating subsidiary.

Concurrent Financing

In connection with the P roposed Transaction, Lithium Ionic has entered into an engagement letter

with Clarus Securities Inc., together with PowerOne Capital Markets Limited and a syndicate of

agents (collectively the “ Agents”), to act for and on behalf of Lithium Ionic to complete a private

placement offering (the “Offering”) of subscription receipts (the “Subscription Receipts”) at a price

per Subscription Receipt of $0.70 (the “Issue Price” ) for aggregate gross proceeds of up to

$10,000,000. The Company and the Agents may agree to allocate a portion of the Offering as

subscription receipts of POCML6. Completion of the Concurrent Financing is a condition of the

completion of the Transaction. Other than in connection with the Concurrent Financing, neither party

will issue any shares or rights ex changeable or exercisable into shares of such party prior to closing

of the Proposed Transaction.

Each Subscription Receipt will automatically convert on the satisfaction or waiver of al l conditions

precedent to the Transaction and certain other ancillary c onditions (the “Escrow Release

Conditions”) into POCML 6 Post-Consolidation Shares without any further consideration on the part

of the purchaser immediately prior to effecting the Proposed Transaction.

Pursuant to the Engagement Letter, the Agents shall b e (i) paid a co mmission ( “Agent’s

Commission”) equal to seven percent (7%) of the gross proceeds raised in the Financing to be

payable, at the discretion of Clarus Securities Inc. , in any combination of cash and/or Lithium Ionic

Shares at a price of $0.70 per Lithium Ionic Share; and (ii) issued broker warrants ( “Broker

Warrants”) equal in number to seven percent (7%) of the total number of Subscription Receipts sold

pursuant to the Concur rent Financing, each Broker Warrant entitling the holder to acquire on e

POCML6 Post-Consolidation Share at an exercise price of $0. 70 for a period of 24 months following

the date of issuance of the escrow release notice. The Agent’s Commission and Broker Warrants

shall be payable upon satisfaction of the closing of the Offering.

The Company intends to use the net proceeds of the Offering for (i) exploration of the Itinga Project,

and (ii) general corporate and working capital purposes.

Information Concerning POCML6

POCML6 is a capital pool company and its common shares are listed for trad ing on the TSXV under

the symbol “POCC.P”. As at September 30 , 2021, POCML6 had cash and near cash assets, net of

liabilities, of approximately $611,470.

As of the date he reof, POCML6 has 11, 101,430 POCML6 Shares outstanding and has issued o ptions

and broker warrants to acquire an aggregate of 1,194,750 POCML6 Shares at an exercise price of

$0.10 per share. Prior to completion of the Transaction, POCML6 proposes to effect a consolidation of

the issued and outstanding POCML6 Shares, on a full y diluted basis, on the basis of approximately

0.6099 of one “ new” POCML6 Share (a “ POCML Post -Consolidation Share ”) for every one “ old”

POCML6 Share issued and outstanding (the “Consolidation”). At the time of closing of the

Transaction, assuming the closing of the Conc urrent Financing for gross proceeds of $10 million, it is

anticipated that Resulting Issuer will have approximately 93 ,295,714 common shares and 3 ,672,750

convertible securities outstanding.

PowerOne Capital Markets Limited (“ PowerOne”) is acting as an agent in connection with the

Concurrent Financing and PowerOne may receive cash and securities -based compensation on

completion of the Concurrent Financing as compensation f or so acting. PowerOne is considered a

related and connected issuer to POCML6 because: (i) officers and directors of PowerOne own, control

or direct more than 20% of the issued and outstanding common shares of POCML6, assuming the

exercise of the options of POCML6 that they own and no other convertible securities; and (ii) of ficers

and dir ectors of PowerOne are officers and directors of POCML6. The terms of the Concurrent

Financing were determined by the Lithium Ionic and POCML6, and no proceeds from the Concurrent

Financing will be applied for the benefit of PowerOne other t han the previously mentioned fees. The

interests of PowerOne and/or its officers and directors in the Resulting Issuer may be subject to such

escrow periods as may be imposed by the TSXV and/or securities regulators and such additional

contractual hold period as they may be agreed to.

Filing Statement

In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, POCML6

will file a filing statement or a manage ment information circular on its issuer profile on SEDAR

(www.sedar.com), which will contain details regarding the Proposed Transaction, POCML6, the

Project, the Concurrent Financing, and the Resulting Issuer.

Sponsorship of Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless

exempt in accordance with TSXV policies. POCML6 intends to apply for an exemption from the

sponsorship requirements.

Reinstatement to Trading

In accordance with the policies of the TSXV, the POCML6 Shares are currently halted from trading

and will remain so until such time as the TSXV determines, which, depending on the policies of the

TSXV, may not occur until completion of the Proposed Transaction.

Further Information

Further details about the P roposed Transaction and the Resulting Issuer will be provided in a

comprehensive press release when the parties enter into a Definitive Agreement and in the dis closure

document to be prepared and filed in respect of the Proposed Transaction. Inv estors are cautioned

that, except as disclosed in the disclosure document to be prepared in connection with the Proposed

Transaction, any information released or received with respect to the Proposed Transaction may not

be accurate or complet e and should n ot be relied upon. Trading in the securities of a capital pool

company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way

passed upon the merits of the Proposed Transaction.

For further information, please contact:

POCML 6 Inc.

David D'Onofrio

Director

p:(416) 643-3880

Lawrence Guy

Lithium Ionic Inc., Director

p:416-930-7660

Information concerning Lithium Ionic , including the proposed d irectors of the Resulting Issuer, has

been provided to the Corporation by Lithium Ionic for inclusion in this press release.

Completion of the Proposed Transaction is subject to a number of conditions , including but not limited

to, TSXV acceptance and if a pplicable pursuant to Exchang e Requirements (as that term is defined i n

the policies of the TSXV), majority of the minority shareholder a pproval. Where applicable, the

Proposed Transaction cannot close until the required shareholder approval is obtained. There can be

no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing

statement to be prepared in connection with the Proposed Transaction, any i nformation released or

received with respect to the Proposed Transaction may not be accurate or complete and should not be

relied upon. Trading in the securities of a capital pool company should be considered highly

speculative.

The TSXV has in no way passed upon the mer its of the proposed transaction and has neither

approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation

Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the

adequacy or accuracy of this release.

The sec urities referenced herein have not been, nor will be, registered under the United States

Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or

for the account or benefit of, U.S. persons absent U.S. registrat ion or an appli cable exemption from

U.S. registration requirements. This release does not constitute an offer for sale of securities in the

United States.

Cautionary and Forward-Looking Statements

This press release contains “forward-looking information” and “forward-looking statements”

(collectively, “forward-looking statements”) within the meaning of applicable Canadian securities

legislation. All statements, other than statements of h istorical fact, are forward- looking statements and

are based on expectations, estimates and projections as at the date of this press release. Any

statement that involves discussions with respect to predictions, expectations, beliefs, plans,

projections, objectives, assumptions, future events or performance (often but not always using

phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”,

“plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or intends” or variations of such

words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or

“will” be taken to occur or be achieved) are not statements of historical fact and may be forward-

looking statements. In this press release, forward-looking statements relate, among other t hings, to:

the Proposed Transaction and certain terms and conditions thereof; the business of Lithium Ionic ,

information concerning the Project , the commissioning of an updated NI 43- 101 compliant technical

report with respect to the Project, the Concurrent Financing; TSXV sponsorship requirements and

intended application for exemption therefrom; shareholder, director and regulatory approvals; and

future press releases and disclosure. Forward-looking statements are necessarily based upon a

number of estimates and assumptions that, while considered reasonable, are subject to known and

unknown risks, uncertainties, and other factors that may cause the actual results and future events to

differ materially from those expressed or implied by such forward- looking statements. Suc h factors

include, but are not limited to: general business, economic, competitive, political and social

uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There

can be no assurance that such st atements will p rove to be accurate, as actual results and future

events could differ materially from those anticipated in such statements. Accordingly, readers should

not place undue rel iance on the forward-looking statements and information contained in this press

release. Except as required by law, POCML6 assumes no obligation to update the forward- looking

statements of beliefs, opinions, projections, or other factors, should they chang e.