D2 LITHIUM CORP.
(the “Company”)

FORM 51-102F6V
STATEMENT OF EXECUTIVE COMPENSATION
(For the Year Ended November 30, 2025)

General

The purpose of this statement is to describe the compensation of certain named executive officers of the Company and the directors of the Company for the most recently completed financial year of the Company in accordance with Form 51-102F6V – Statement of Executive Compensation published by the Canadian Securities Administrators. When used in this statement, “Named Executive Officers” or “NEOs” means (i) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer, (ii) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer, (iii) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the chief executive officer and the chief financial officer at the end of the most recently completed financial year whose total compensation was more than $150,000, and (iv) each individual who would be a NEO under paragraph (iii) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

The NEOs of the Company in respect of the most recently completed financial year were, Brian Findlay (President, Chief Executive Officer).

The Company’s compensation policies are founded on the principle that compensation should be aligned with Shareholders’ interests, while also recognizing that the Company’s performance is dependent upon its ability to retain highly trained, experienced and committed directors, executive officers and employees who have the necessary skill sets, education, experience and personal qualities required to manage the business of the Company. The Company also recognizes that the various components of its compensation program must be sufficiently flexible to adapt to unexpected developments in the technology industry and the impact of internal and market-related occurrences from time to time.

Compensation Components

The Company’s executive compensation program is comprised of the following components: (a) base salary, (b) consulting fees and (c) incentive options. The compensation components are designed to address the following key objectives:

• align compensation with shareholders’ interests;
• attract and retain highly qualified management;
• focus performance by linking incentive compensation to the achievement of business objectives and financial and operational results; and
• encourage retention of key executives for leadership succession.

The aggregate value of these principal components and related benefits are used as a basis for assessing the overall competitiveness of the Company’s executive compensation package. When determining executive compensation, including the assessment of the competitiveness of the Company’s compensation program, management and the Board rely on their concurrent and past experiences and collective knowledge. With that background, ultimate determinations as to executive compensation are based on (i) informal discussion among board members and management, (ii) negotiation with the executive in question and (iii) a view to what is in the best interests of the Company and its various stakeholders. The Company does not employ any formal

2

benchmarking procedures in determining executive compensation.

Base Salaries and Consulting Fees

The base salary and consulting fee component is intended to provide a fixed level of competitive pay, as determined by the Board in its discretion based on its experience but without reference to a defined peer group, that is established at the time when an officer, employee or consultant joins the Company.

Incentive Stock Options

The description of the Option Plan set forth below is subject to and qualified in its entirety by the provisions of the Option Plan. Reference should be made to the provisions of the Option Plan with respect to any particular provision described below.

The Option Plan is a “rolling up to 10%” plan (as defined in Policy 4.4 of the TSX Venture Exchange (“TSXV”)) and is in place to provide effective incentives to directors, officers, senior management personnel, consultants, and employees of the Company and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for shareholders.

The Option Plan provides that the Board may, from time to time, in its discretion, grant to directors, officers, employees, consultants and other personnel of the Company and its subsidiaries or affiliates, options to purchase shares, whereby the aggregate number of shares reserved for issuance, together with any other shares reserved for issuance under any other plan or agreement of the Company, shall not exceed ten (10%) percent of the total number of issued Common Shares (calculated on a non-diluted basis) at the time an option is granted. As at the date of this Statement of Executive Compensation, the Company has 550,000 unexercised options issued and outstanding.

The Option Plan provides that the Board may, from time to time, in its discretion, grant to directors, officers, employees, consultants and other personnel of the Company and its subsidiaries or affiliates, options (“Options”) to purchase Common Shares, whereby the aggregate number of Common Shares reserved for issuance, together with any other Common Shares reserved for issuance under any other plan or agreement of the Company, shall not exceed ten (10%) percent of the total number of issued and outstanding Common Shares (calculated on a non-diluted basis) at the time an option is granted. Such Options will be exercisable for a period of up to ten (10) years from the date of grant. In connection with the foregoing, the Option Plan provides that: (i) no more than five per cent (5%) of the issued shares of the Company will be granted to any individual in any twelve (12) month period; (ii) no more than two per cent (2%) of the issued shares of the Company will be granted to any single consultant in any twelve (12) month period; and (iii) no more than an aggregate of two per cent (2%) of the issued shares of the Company will be granted to all persons retained to provide investor relations activities in any twelve (12) month period.

Options must be exercised within thirty (30) days following cessation of the optionee’s position with the Company, provided that if the cessation of office, employment, directorship, or consulting arrangement was by reason of death, the Option may be exercised within a maximum period of one (1) year after such death, unless the optionee was engaged in investor relations activities, in which case such exercise must occur within ninety (90) days after such death, subject to the expiry date of such Option. All options are non-assignable and non-transferable and, if granted to “insiders” or at an exercise price less than market, will be legended with a four-month TSXV hold period commencing on the date the stock options are granted.

The exercise price of the Options shall be determined by the Board at the time any Option is granted. In no event shall such exercise price be lower than the exercise price permitted by the TSXV. Subject to any vesting restrictions imposed by the TSXV, the Board may, in its sole discretion, determine the time during which Options shall vest and the method of vesting, or that no vesting restriction shall exist, provided that in the event that the Company is not a Tier 1 Issuer on the TSXV, the Options must contain vesting provisions and may not vest prior to six (6) month from the date of the Option award.

3

Restricted Share Units

Restricted share units (“RSUs”) are a right granted to a Participant (defined below) by the Company as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of the Company upon specified vesting criteria being satisfied (which are typically time based) and which may provide that, upon vesting, the award may be paid in cash or Common Shares of the Company. The number of RSUs awarded is determined by the Board of Directors in its sole discretion and from time to time by resolution.

Upon each vesting date, participants receive (a) the issuance of Common Shares from treasury equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a Common Share, calculated as the closing price of the Common Shares on the TSXV for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).

The description of the RSU Plan set forth below is subject to and qualified in its entirety by the provisions of the RSU Plan. Reference should be made to the provisions of the RSU Plan with respect to any particular provision described below.

Eligibility

• RSUs may be granted to a person who is a director, officer, employee, management company employees of, or consultants to, the Company or its related entities, or their permitted assigns (each, a “Participant”).

Limitations

• The maximum aggregate number of Common Shares issuable to Participants at any time pursuant to the RSU Plan, together with all other Security-Based Compensation Plans of the Company, may not exceed 3,600,000 outstanding Common Shares at the time of a grant of the RSU. However, if any RSU has been vested and redeemed, then the number of Common Shares into which such RSU was redeemed shall become available to be issued under all Security-Based Compensation Plans.
• The number of Shares issuable to any individual under any Security-Based Compensation Arrangement of the Corporation shall not, within a one year period, exceed 5% of the number of Common Shares outstanding immediately prior to the subject grant.
• The aggregate number of Common Shares issuable to any one Participant who is a Consultant (as defined in the RSU Plan) shall not, within a one-year period, exceed 2% of the number of Common Shares outstanding immediately prior to the grant of any such RSU.
• No Common Shares shall be issuable to individuals and companies retained in Investor Relations Activities under the RSU Plan.

Fair Market Value

• At any particular date, the market value of a Common Share at that date will be the closing price of the Common Shares on the principal stock exchange where the Common Shares are listed for the trading day immediately preceding such date; provided that if the Common Shares are no longer listed on any stock exchange, then the fair market value will be the fair market value of the Common Shares as determined by the Board.

4

Vesting

• RSUs shall vest and be subject to the terms and conditions of the RSU Plan and such other terms and conditions, in each case, as determined in the sole discretion of the Board at the time of grant.
• The Board of Directors may, in its sole discretion, (i) shorten the vesting period of any RSUs or waive any conditions applicable to such RSUs and (ii) determine on the grant date of RSUs that such RSUs may not be satisfied by the issuance of Common Shares and such RSUs must be satisfied by cash payment only.
• Subject to any required TSXV approval, in the event of a Change in Control (as defined in the RSU Plan), if the surviving corporation fails to continue or assume the obligations with respect to each RSU or fails to provide for the conversion or replacement of each RSU with an equivalent award, then all RSUs credited to a Participant’s account that have not otherwise previously been cancelled shall immediately vest on the date on which a Change in Control occurs.
• If vesting occurs during a period when a blackout on trading has been imposed, or within ten business days following the end of a blackout, the redemption date of such vested units shall be extended to a date which is the earlier of (i) ten (10) business days following the end of such blackout and (ii) the expiry date, provided that in order to avoid a salary deferral arrangement, in the case of a Participant that is a Canadian taxpayer, any redemption that is effected during a blackout period will be redeemed for cash.

Termination

• Subject to the terms of any agreement between a Participant and the Company, or unless otherwise determined by the Board of Directors, upon termination of a Participant without cause or death of a Participant: (i) all RSUs credited to the Participant’s account which have vested may be redeemed; and (ii) all RSUs credited to the Participant’s account which have not yet vested shall be cancelled and no further payments shall be made under the RSU Plan in relation to such RSUs and the Participant shall have no further rights, title or interest with respect to such RSUs.
• Subject to the terms of any agreement between a Participant and the Company, or unless otherwise determined by the Board of Directors, upon termination of a Participant for cause, all RSUs credited to the Participant’s account, whether vested or unvested, shall be cancelled and no further payments shall be made under the RSU Plan in relation to such RSUs and the Participant shall have no further rights, title or interest with respect to such RSUs.

Assignability and Transferability

• RSUs are not assignable or transferable and payments with respect to vested RSUs may only be made to the Participant, other than in the case of the death of the Participant.

Amendments to the RSU Plan

The Board may, subject to Shareholder approval, amend the RSU Plan or the terms of an RSU at any time. Notwithstanding the foregoing, the Board is specifically authorized to amend or revise the terms of the Plan or RSUs without obtaining Shareholder approval in the following circumstances:

(a) to change the termination or vesting provisions of the RSUs;
(b) amendments to fix typographical errors;
(c) amendments to clarify existing provisions of a Security Based Compensation Plan that do not have the effect of altering the scope, nature and intent of such provisions.

Except as otherwise permitted by the TSXV, amendments to this provision as well as amendments to the number of Common Shares issuable under the RSU Plan, (including an increase to a fixed maximum number of Common

5

Shares or a fixed maximum percentage of Common Shares, as the case may be, or a change from a fixed maximum number of shares to a fixed maximum percentage) may not be made without obtaining approval of the Shareholders in accordance with TSXV requirements (including disinterested shareholder approval where required by the TSXV).

Outstanding RSUs

As of the date of this Statement of Executive Compensation, there are no Common Shares reserved for the vesting of RSUs. No RSUs were granted or outstanding during the year ended November 30, 2025.

Oversight and Description of Named Executive Officer and Director Compensation

The Company has a Nominating, Governance, Compensation and Leadership Development Committee (the "Compensation Committee") that is primarily responsible for evaluating and making recommendations to the board of directors of the Company for the compensation of directors and executive officers. The current members of the Compensation Committee are Edward Loven and Robert Verhelst, both of whom are independent. A summary of their relevant experience is set forth below.

Mr. Verhelst has more than 20 years of senior management experience, including 11 years as a Partner, Director and Officer of several brokerage firms located in Western Canada. During this time, he was also President and Chief Executive Officer of a U.S. based, Financial Industry Regulatory Authority (FINRA) regulated foreign broker dealer. Mr. Verhelst also has senior risk management experience at CIBC and 11 years combined experience in enforcement for the Royal Canadian Mounted Police, the Alberta Securities Commission and the Vancouver Stock Exchange Inc. He also acted as President and Chief Executive Officer of Jennings Capital (USA) Inc., and investment management and securities brokerage firm, from October 2006 to October 2012.

Mr. Loven has 40 years of domestic and international experience in managing and marketing exploration phase opportunities in the oil & gas industry. Mr. Loven co-founded the Sandex Group from 1985 to 2001 and was directly responsible for Sandex's success related to the structuring, negotiating and completion of large greenfield transactions. Mr. Loven has extensive industry experience in North America within the Oil & Gas industry. Mr. Loven has become an industry leader in developing corporate relations with First Nations. Mr. Loven has implemented corporate structures and policies with First Nations partners. Mr. Loven is currently a board member of environmentally focused innovative green technologies and a private domestic heavy oil production company.

Based upon these recommendations, the Board is responsible for determining, by way of discussions at Board meetings, the compensation to be paid to the Company's directors and executive officers. The Company at this time does not have a formal compensation program with specific performance goals; however, the performance of each executive is considered along with the Company's ability to pay compensation and its results of operation for the period.

The overall compensation program is intended to attract and retain competent, committed individuals who will ensure the long-term success of the Company by rewarding performance and contributions to the achievement of corporate goals and objectives. The Company strives to maintain alignment between the interests of shareholders with those of executives and key employees. To this end, salaries for the current executive officers have been maintained at low levels, and executives have been awarded stock options, allowing the Company to offer a competitive compensation package and encouraging investment in the Company.

Risk Management and Assessment; Hedging Restrictions

In light of the Company's size, current activity level and the balance between long-term objectives and short-term financial goals with respect to the Company's executive compensation program, the Board does not deem it necessary to consider at this time the implications of the risks associated with its compensation policies and practices.

While the Company has not awarded any discretionary bonuses in the past three financial years, there is a risk

6

associated with its approach to discretionary bonuses as there are no pre-defined objectives, target amounts or caps. As a result, there is some incentive for Named Executive Officers to take on unmanageable risk and unsustainable performance over the long term in order to achieve a short term discretionary bonus payout. The Company is aware of this risk and at such time the Company moves to a more advanced stage of development, it is expected that the Company will develop a bonus program with pre-defined objectives and target amounts in order to mitigate these risks.

The Company views stock options and RSUs as a valuable tool for aligning the interest of management and shareholders in the long-term growth and success of the Company. The Company is aware that stock option grants that vest immediately may create an incentive for management to maximize short term gains at the expense of the long-term success of the Company. In order to mitigate this risk, option grants are generally subject to vesting period of two years from the date of grant.

The Company's management is not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities of the Company granted as compensation or held, directly or indirectly, by management.

Named Executive Officer and Director Compensation Table

The following table sets out information concerning the compensation paid to each of the Company's directors and NEOs, excluding compensation securities, for each of the two most recently completed financial years.

(1) $21,750 paid to Mr. Findlay directly and $15,000 to Alder Investments (1993) Ltd., a company controlled by Mr. Findlay.

7

Outstanding Share-Based Awards and Option-Based Awards

No Stock Options to Officers and Directors were granted during the most recently completed financial year ended November 30, 2025. As at the date hereof, the Company did not have any share-based award plans for its NEOs. The following table sets out the number of Options outstanding at the end of the most recently completed financial year, being November 30, 2025.

Notes
(1) All Options expire 30 days following the termination or resignation of the holder from the Company.
(2) Options are held through a company controlled by Mr. Findlay, Alder Investments (1993) Ltd.

In the most recently completed financial year of the Company, no directors or NEOs exercised Options or any other compensation securities.

Termination and Change of Control Based Compensation

In the most recently completed financial year of the Company none of the Company’s NEOs were entitled to any additional or special compensation or remuneration on the termination of their engagement with the Company without cause or on a change of control.

Management Contracts

Management functions of the Company are performed by the directors and executive officers of the Company and are not to any substantial degree performed by any other person, other than the current President, CEO and CFO functions which are performed by Alder Investments (1993) Ltd. (“Alder”). Alder does not have a written agreement with the Company for these services.

Changes Subsequent to Year-End

Subsequent to the year ended November 30, 2025, the Company has not made any significant changes to its compensation practices.

Pension

The Company does not have any form of pension plan that provides for payments or benefits to the NEO at, following, or in connection with retirement. The Company does not have any form of deferred compensation plan.