6-K - AMLIF - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2023

Commission File Number: 001-41579

American Lithium Corp.(Translation of registrant’s name into English)

1030 West Georgia St., Suite 710Vancouver, BCCanada V6E 2Y3

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐	Form 40-F ☒

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 27, 2023	American Lithium Corp.<br><br> (Registrant)<br><br> <br><br><br> <br>___/s/ Simon Clarke____<br><br> Simon Clarke<br><br> Chief Executive Officer & Director

Exhibit Index

Exhibit Number	Description
99.1	Condensed Interim Consolidated Financial Statements for the three and nine months ended November 30, 2022 and 2021
99.2	Management Discussion and Analysis for the nine months ended November 30, 2022
99.3	Certification of Interim Filings by CEO
99.4	Certification of Interim Filings by CFO

Exhibit 99.1

American Lithium Corp.

Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

American Lithium Corp.

Table of Contents

(Expressed in Canadian Dollars – unaudited)

		Page
Table of Contents		2
Condensed Interim Consolidated Financial Statements
	Condensed Interim Consolidated Statements of Financial Position	3
	Condensed Interim Consolidated Statements of Loss and Comprehensive Loss	4
	Condensed Interim Consolidated Statements of Cash Flows	5
	Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity	6
	Notes to Condensed Interim Consolidated Financial Statements	7

American Lithium Corp.

(Expressed in Canadian Dollars – unaudited)

Condensed Interim Consolidated Statements of Financial Position

	As at November 30, 2022	As at February 28, 2022

ASSETS
Current
Cash and cash equivalents (Note 4)	16,905,816	19,698,762
Short-term investments (Note 5)	20,283,294	36,156,956
Amounts receivable	265,481	205,718
Prepaid expenses and deposits	795,945	923,875
	38,250,536	56,985,311
Non-current assets
Property and equipment (Note 6)	48,716	49,771
Exploration and evaluation assets (Note 7)	144,781,558	135,545,747
Reclamation deposits (Note 8)	606,112	632,935
Right-of-use assets (Note 9)	227,711	279,361
	183,914,633	193,493,125
LIABILITIES
Current
Accounts payable and accrued liabilities (Note 10)	2,119,634	1,512,029
Current portion of long-term debt (Note 11)	-	287,779
Current portion of lease liabilities (Note 9)	72,111	63,637
	2,191,745	1,863,445
Non-current liabilities
Long-term debt (Note 11)	-	607,015
Lease liabilities (Note 9)	170,815	221,222
	2,362,560	2,691,682
EQUITY
Share capital (Note 12)	240,033,854	230,593,327
Equity reserves (Note 12)	48,000,108	41,641,336
Deficit	(106,666,359	(81,282,105
Accumulated other comprehensive loss	184,470	(151,115
	181,552,073	190,801,443
	183,914,633	193,493,125

All values are in US Dollars.

Nature of operations (Note 1)

Subsequent events (Note 18)

Approved on behalf of the Board of Directors on January 26, 2023:

/s/ Ben Binninger	/s/ Claudia Tornquist
Ben Binninger, Director	Claudia Tornquist, Director

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

American Lithium Corp.

(Expressed in Canadian Dollars – unaudited)

Condensed Interim Consolidated Statements of Loss and ComprehensiveLoss

	For the three months ended November 30,				For the nine months ended November 30,
	2022		2021		2022		2021

Operating Expenses
Conference and tradeshow
Consultancy and employment costs
Depreciation (Notes 6 and 9)
Exploration and evaluation expenditures (Note 10)
Finance charge (Notes 9 and 11)
Foreign exchange loss (gain)				)
General and administrative
Insurance
Management fees (Note 10)
Marketing
Professional fees
Regulatory and transfer agent fees
Rent
Share-based compensation (Notes 10 and 12)
Travel
		)		)		)		)
Other items
Interest income
Other income (Note 17)
Net loss for the period		)		)		)		)
Other comprehensive loss
Foreign currency translation adjustment				)				)
Comprehensive loss for the period		)		)		)		)
Basic and diluted loss per share		)		)		)		)
Weighted average number of common shares outstanding – basic and diluted

All values are in US Dollars.

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

American Lithium Corp.

(Expressed in Canadian Dollars – unaudited)

Condensed Interim Consolidated Statements of Cash Flows

	For the nine months<br> ended November 30,
	2022		2021

OPERATING ACTIVITIES
Net loss for the period		)		)
Items not affecting cash and cash equivalents:
Depreciation
Finance charge
Foreign exchange
Share-based compensation
Accrued interest receivable		)		)
Changes in non-cash working capital items:
Amounts receivable		)		)
Prepaid expenses and deposits				)
Accounts payable and accrued liabilities
Due to related parties		)
Cash used in operating activities		)		)
INVESTING ACTIVITIES
Cash acquired from acquisition
Exploration and evaluation assets expenditures		)		)
Redemption of term deposit
Purchase of cashable term deposits
Purchase of equipment		)		)
Restricted cash				)
Refund of reclamation bonds
Cash paid for acquisition				)
Cash provided by investing activities
FINANCING ACTIVITIES
Proceeds from shares issuance
Share issuance costs				)
Repayment of note payable				)
Stock options exercised
Warrants exercised
Repayment of long-term debt		)		)
Repayment of lease liabilities		)		)
Cash provided by financing activities
Effect of foreign exchange on cash and cash equivalents				)
Change in cash and cash equivalents during the period		)
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period

All values are in US Dollars.

Supplementary cash flow disclosures (Note 16)

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

American Lithium Corp.

(Expressed in Canadian Dollars – unaudited)

Condensed Interim Consolidated Statements of Changes in Shareholders’Equity

			Reserve
	Number of Shares	Share Capital	Warrants	Stock Options	RSU	Total	Deficit	Accumulated Other Comprehensive Income (Loss)	Total
	#	$	$	$	$	$	$	$	$
Balance as at February 28, 2021	125,520,736	69,239,559	-	4,176,908	-	4,176,908	(57,779,620)	-	15,636,847
Units issued for acquisition	36,891,918	78,948,705	24,520,213	-	-	24,520,213	-	-	103,468,918
Plateau warrants assumed	-	-	3,869,201	-	-	3,869,201	-	-	3,869,201
Replacement options issued	-	-	-	1,644,993	-	1,644,993	-	-	1,644,993
Finders’ shares issued for acquisition	867,882	1,865,947	-	-	-	-	-	-	1,865,947
Shares and warrants issued for exploration and evaluation assets	6,633,265	13,773,366	88,575	-	-	88,575	-	-	13,861,941
Private placement	20,726,750	50,038,700	-	-	-	-	-	-	50,038,700
Share issue costs	-	(3,242,398)	378,704	-	-	378,704	-	-	(2,863,694)
Share-based compensation	-	-	-	9,142,535	-	9,142,535	-	-	9,142,535
Stock options exercised	2,805,098	5,391,621	-	(2,259,913)	-	(2,259,913)	-	-	3,131,708
Stock options cancelled	-	-	-	(8,742)	-	(8,742)	8,742	-	-
Warrants exercised	9,389,363	12,537,207	(2,407,565)	-	-	(2,407,565)	-	-	10,129,642
Warrants expired	-	-	(35,533)	-	-	(35,533)	35,533	-	-
Loss for the period	-	-	-	-	-	-	(16,841,785)	-	(16,841,785)
Other comprehensive loss	-	-	-	-	-	-	-	(145,943)	(145,943)
Balance as at November 30, 2021	202,835,012	228,552,707	26,413,595	12,695,781	-	39,109,376	(74,577,130)	(145,943)	192,939,010
Share-based compensation	-	-	-	2,974,072	172,093	3,146,165	-	-	3,146,165
Stock options exercised	600,000	1,178,063	-	(498,814)	-	(498,814)	-	-	679,249
Warrants exercised	845,097	862,557	(115,391)	-	-	(115,391)	-	-	747,166
Loss for the period	-	-	-	-	-	-	(6,704,975)	-	(6,704,975)
Other comprehensive loss	-	-	-	-	-	-	-	(5,172)	(5,172)
Balance as at February 28, 2022	204,280,109	230,593,327	26,298,204	15,171,039	172,093	41,641,336	(81,282,105)	(151,115)	190,801,443
Shares issued for exploration and evaluation assets	2,250,000	4,635,000	-	-	-	-	-	-	4,635,000
Share-based compensation	-	-	-	4,269,553	4,055,760	8,325,313	-	-	8,325,313
Stock options exercised	1,792,267	4,191,940	-	(1,644,711)	-	(1,644,711)	-	-	2,547,229
Stock options expired	-	-	-	(91,048)	-	(91,048)	91,048	-	-
Warrants exercised	205,935	613,587	(230,782)	-	-	(230,782)	-	-	382,805
Loss for the period	-	-	-	-	-	-	(25,475,302)	-	(25,475,302)
Other comprehensive income	-	-	-	-	-	-	-	335,585	335,585
Balance as at November 30, 2022	208,528,311	240,033,854	26,067,422	17,704,833	4,227,853	48,000,108	(106,666,359)	184,470	181,552,073

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

1.	NATURE OF OPERATIONS

American Lithium Corp. (the “Company”) is incorporated in the Province of British Columbia. The Company is engaged in the business of identification, acquisition, and exploration of mineral interests. The Company’s head office is located at 710 – 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, Canada, and its registered and records office is located at Suite 2200, 885 West Georgia Street, Vancouver, BC, V6C 3E8, Canada. The Company’s common shares are listed for trading on Tier 2 of the TSX Venture Exchange (the “Exchange”) under the symbol “LI”, the Frankfurt Stock Exchange under the symbol “5LA”, and the NASDAQ exchange under the symbol “AMLI” effective January 10, 2023.

The Company had a working capital position of $36,058,791 as at the date of these condensed interim consolidated financial to fund ongoing development of its properties and provide general working capital. The continuing operations of the Company remain dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and to settle liabilities arising from normal business operations as they become due.

As at November 30, 2022, the Company was in the process of exploring its principal mineral properties and has not yet determined whether the properties contain ore reserves that are economically recoverable. The recoverability of amounts shown as exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development and upon future profitable production or proceeds from the disposition thereof.

The Company incurred a net loss of $25,475,302 (November 30, 2021 – $16,841,785) for the nine months ended November 30, 2022. As at November 30, 2022, the Company had an accumulated deficit of $106,666,359 (February 28, 2022 – $81,282,105), which has been funded primarily by the issuance of equity. The Company’s ability to continue as a going concern and to realize assets at their carrying values is dependent upon obtaining additional financing and generating revenue sufficient to cover its operating costs. Management believes that the Company has sufficient working capital to meet the Company’s obligations over the next 12 months.

2.	BASIS OF PRESENTATION

Statement of compliance

These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Accounts Standards (“IAS”) 34, “Condensed Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).

This financial report does not include all the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in the financial position and performance of the Company since the end of the last annual reporting period. Therefore, it is recommended that this financial report be read in conjunction with the audited annual consolidated financial statements of the Company for the years ended February 28, 2022.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

2.	BASIS OF PRESENTATION (continued)

Statement of compliance (continued)

The preparation of condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, profit and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Estimates with a significant risk of material adjustment are discussed in Note 3(a).

Certain accounts have been reclassified to be consistent with the current period classification.

These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on January 26, 2023.

Principles of consolidation

The condensed interim consolidated financial statements include the financial statements of the Company and the following subsidiaries:

Name	Jurisdiction
American Lithium Holdings Corp.	British Columbia, Canada
Big Smoky Holdings, Inc.	Nevada, USA
Tonopah Lithium Corp.	Nevada, USA
Plateau Energy Metals Inc. (“Plateau”)	Ontario, Canada
Macusani Yellowcake S.A.C. (“Macusani”)	Peru

All intercompany transactions, balances, revenue and expenses are eliminated on consolidation. During the nine months ended November 30, 2022, the Company amalgamated 1032701 Nevada Ltd., 1065604 Nevada Ltd., 1067323 Nevada Ltd., 1134989 Nevada Ltd., 1301420 Nevada Ltd., and 4286128 Nevada Corp. as one company under Tonopah Lithium Corp. In addition, the Company amalgamated Big Smoky Holdings Corp. as one company under American Lithium Holdings Corp.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

3.	SIGNIFICANT ACCOUNTING POLICIES

a)	Significant accounting judgments, estimates and assumptions

The preparation of the Company’s condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, and contingent liabilities as at the date of the condensed interim consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The more significant area is as follows:

·	the estimates and assumptions used in the determination of the measurement of the share-based payments.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which continues to mutate, has adversely impacted public health systems and has adversely affected workforces, customers, economies, and financial markets globally. After an almost two-year hiatus, a level of normalcy is returning to many economies, yet an ongoing disruption to supply chains is still evident and could potentially lead to a further economic downturn. The overall impact of the pandemic has been to retard the Company’s exploration activity, and whilst this retardation is largely behind us, the course of the disease is uncertain and could yet have adverse impacts on the Company’s activities, which cannot reliably be predicted or quantified.

b)	Functional currency

The reporting and functional currency of the Company and its subsidiaries is the Canadian dollar, except for Macusani where the functional currency is the US dollar.

Transactions in currencies other than an entity’s functional currency are recorded at the rates of exchange prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at period-end rates. Non-monetary assets and liabilities are translated at historical rates. Income and expenses are translated at average rates in effect during the period except for depreciation, which is translated at historical rates. The resulting gains or losses are reflected in profit or loss in the period of translation. Where applicable, the functional currency is translated into the presentation currency using the period end rates for assets and liabilities, while the operations and cash flows are translated using average rates of exchange and the exchange differences arising on translation are recognized in other comprehensive loss. The Company treats specific intercompany balances, which are not intended to be repaid in the foreseeable future, as part of its net investment, whereby the exchange difference on translation is recorded in other comprehensive loss.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)
c)	Accounting pronouncements not yet adopted
---	---

The following is a listing of amendments, revisions and new International Financial Reporting Standards issued but not yet effective. The Company is currently assessing the impact of adopting the following standards on the condensed interim consolidated financial statements, as described below:

IAS 1 – Presentation of Financial Statements: On January 23, 2020, the IASB issued an amendment to IAS 1, Presentation of Financial Statements providing a more general approach to the classification of liabilities. The amendments clarify that the classification of liabilities as current or non-current depends on the rights existing at the end of the reporting period as opposed to the expectations of exercising the right for settlement of the liability. The amendments further clarify that settlement refers to the transfer of cash, equity, instruments, other assets, or services to the counterparty. The amendments are effective for annual periods beginning on or after January 1, 2023 and are to be applied retrospectively, with early adoption permitted. The Company is currently assessing the financial impact of the amendment and expects to apply the amendment at the effective date.

4.	CASH AND CASH EQUIVALENTS

The Company’s cash and cash equivalents include an aggregate of $11,191,173 in cashable guaranteed investment certificates (“GICs”) including accumulated interest, which earn a weighted average interest of 3.20% per annum and mature between July 31, 2023 and September 28, 2023.

In addition, the Company has a $54,032 (US$40,000) cashable GIC, which earns interest 0.61% per annum and mature on April 14, 2023, and an additional $27,500 GIC, which earns interest at 3% per annum and matures on November 29, 2023. These cashable GICs have been assigned as security for the Company’s credit cards to the Bank of Nova Scotia and the Toronto Dominion Bank, respectively.

5.	SHORT-TERM INVESTMENTS

The Company has an aggregate of $20,258,187 in GIC’s including accumulated interest, which earn a weighted average interest of 4.05% per annum and mature between December 28, 2022 and August 28, 2023.

In addition, the Company has a $25,000 GIC, which earns interest at 0.45% per annum and matures on December 16, 2022. This GIC has been assigned as security for the Company’s credit cards to the Bank of Nova Scotia.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

6.	PROPERTY AND EQUIPMENT

	Computer Equipment	Furniture Equipment	Leasehold Improvement	Total

Cost:
Balance, February 28, 2021
Additions
Balance, February 28, 2022
Additions
Balance, November 30, 2022
Depreciation:
Balance, February 28, 2021
Depreciation for the year
Balance, February 28, 2022
Depreciation for the period
Balance, November 30, 2022
Net book value:
As at February 28, 2022
As at November 30, 2022

All values are in US Dollars.

7.	EXPLORATION AND EVALUATION ASSETS

	TLC property	Falchani property	Macusani property	Total

Balance, February 28, 2021
Additions:
Acquisition costs
Maintenance fees
Balance, February 28, 2022
Additions:
Acquisition costs
Balance, November 30, 2022

All values are in US Dollars.

Tonopah Claystone Claims (“TLC”) Property –Nevada, USA

In August 2018, the Company finalized a purchase/royalty agreement with Nevada Alaska Mining Co., Inc. (“TLC Royalty Holder”), who has the claims and title to a series of unpatented lode mining claims located in Nye County, Nevada, USA (the “TLC Property”), subject to an overriding 2.5% gross royalty. The Company issued 250,000 common shares at a fair value of $130,000 and paid $131,785 (US$100,000) to TLC Royalty Holder to acquire a 100% undivided interest in the TLC property.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

7. EXPLORATIONAND EVALUATION ASSETS (continued)

Tonopah Claystone Claims (“TLC”) Property –Nevada, USA (continued)

In addition, if the Company reports a combined mineral resource on the TLC Property exceeding 500,000 tons of Lithium Carbonate Equivalent (“LCE”) across all reserve categories, the Company will issue a bonus payment of 250,000 shares to TLC Royalty Holder. An additional 250,000 shares will be issued to TLC Royalty Holder if the calculation exceeds 1,500,000 tons of LCE. On June 16, 2020, the Company issued 500,000 common shares at a fair value of $320,000 due to the LCE calculation on the TLC Property.

In July 2020, the Company entered into a royalty buyback agreement with TLC Royalty Holder under which the Company bought back one-and-one-half percent (1.5%) of the existing gross overriding royalty pertaining to the TLC Property in consideration for $200,880 (US$150,000) and 843,750 common shares to the TLC Royalty Holder. The common shares were issued on July 16, 2020 at a fair value of $1,805,625. In addition, the Company closed a share purchase agreement with the shareholder of Esoteric Consulting Ltd. (“Esoteric”) whereby the Company purchased 100% of the outstanding shares of Esoteric. Esoteric’s only asset is its ownership of 50% of the issued outstanding shares 4286128 Nevada Corp. (“4286128 Nevada”), which holds the title to a series of lode mining claims located in Nye County, Nevada, contiguous to and north and northwest of the TLC Property. On the same day, the Company, through Esoteric, acquired the remaining 50% of the issued and outstanding shares of 4286128 Nevada. Pursuant to these share purchase agreements, the Company issued 4,000,000 common shares of the Company at a fair value of $7,320,000, which has been accounted for as an asset acquisition.

In September 2020, the Company entered into a real estate property purchase agreement to acquire over 300 acres of privately held lands and the accompanying 1,176 acre-feet of water rights. (“TLC Water Rights Agreement”). The transfer of the property interest and the water rights was finalized for total consideration of US$1.3 million, of which the Company paid $349,488 (US$265,000) on closing and issued a promissory note for $1,363,613 (US$1,035,000) to the vendors. In August 2022, the Company repaid the remaining balance of the promissory note (Note 11).

In April 2021, the Company closed a share purchase agreement with the shareholder of 1301420 BC Ltd. (“1301420 BC”) whereby the Company purchased 100% of the outstanding shares of 1301420 BC. 1301420 BC’s only asset is comprised of its ownership of 100% of the issued outstanding shares 1301420 Nevada Ltd. (“1301420 Nevada”), which holds the title to a series of mining claims located in Esmeralda County, Nevada, contiguous and to the west of the TLC Property. The claims are not subject to any royalties or encumbrances. Pursuant to the agreement, the Company issued 4,000,000 common shares of the Company at a fair value of $7,200,000. The acquisition has been accounted for as an asset acquisition.

In September 2021, the Company closed a share purchase agreement with Big Smoky Holdings Corp. (“Big Smoky”) and the shareholders of Big Smoky, whereby the Company purchased 100% of the outstanding shares of Big Smoky. Through its wholly-owned subsidiary, Big Smoky controls the Crescent Dunes Project (“Crescent Dunes”) located in Nye County, Nevada, contiguous with the TLC Property. The Company acquired full title to Crescent Dunes, which is not subject to any royalties or encumbrances. Pursuant to the agreement, the Company issued 2,500,000 common shares of the Company at a fair value of $6,300,000 and assumed liabilities of $253,060 (US$200,000). The acquisition has been accounted for as an asset acquisition.

In June 2022, the Company closed an agreement to acquire certain privately held agricultural lands along with certain water rights, in the Big Smoky Valley, close to the Company’s TLC Property. Pursuant to the terms of the agreement, the Company paid the vendors a total of $4,083,681 (US$3,155,822) in cash on closing.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

7. EXPLORATIONAND EVALUATION ASSETS (continued)

Falchani Property – Puno, Peru

In May 2021, following the acquisition of Plateau and its Peruvian subsidiary, Macusani SAC, the Company holds title to, or has court injunctions preserving title, on mineral concessions in the Province of Carabaya, Department of Puno in southeastern Peru.

In June 2022, the Company entered into a mining rights transfer agreement to acquire additional concessions in Southern Peru, close to the Company’s Falchani Property. The Company paid $517,130 (US$400,000) and issued 2,250,000 common shares of the Company with a fair value of $4,635,000 to the vendor.

Macusani Property – Puno, Peru

In May 2021, following the acquisition of Plateau and its subsidiary Macusani SAC, the Company holds title, or has court injunctions preserving title, on mineral concessions in the Province of Carabaya, Department of Puno in southeastern Peru.

32 of the 151 Falchani and Macusani Property concessions held by the American Lithium’s subsidiary, Macusani SAC, are currently subject to Administrative and Judicial processes (together, the “Processes”) in Peru to overturn resolutions issued by the Geological, Mining, and Metallurgical Institute of Peru (“INGEMMET”) and the Mining Council of the Ministry of Energy and Mines of Peru (“MINEM”) in February 2019 and July 2019, respectively, which declared Macusani’s title to the 32 of the 151 concessions invalid due to late receipt of the annual validity payment. Macusani successfully applied for injunctive relief on these 32 concessions in a Court in Lima, Peru, and the grant of the Precautionary Measures restored the title, rights, and validity of those 32 concessions to Macusani.

In November 2021, the Company was made aware and announced that the judicial ruling in relation to those 32 concessions had been issued in favour of Macusani. On November 16, 2021, the Company announced that it had received official notification of the judicial ruling restoring full title to these concessions. On November 25, 2021, the Company confirmed that, as expected, appeals of the judicial ruling were lodged, including by INGEMMET and MINEM. These appeals will be considered by a high court tribunal in due course which is anticipated for early 2023. If the Company does not ultimately obtain a successful resolution of the Processes, Macusani’s title to the concessions could be revoked.

8.	RECLAMATION DEPOSITS

Reclamation deposits of $606,112 (February 28, 2022 – $632,935) as at November 30, 2022, consisted of a term deposit and bonds recorded at cost and held as security by the State of Nevada, with regard to certain exploration properties described in Note 7.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

9.	RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

Right-of-Use Assets

	Office Leases
Cost:
As at February 28, 2021
Additions
Foreign exchange adjustment
As at February 28, 2022
Foreign exchange adjustment
As at November 30, 2022
Depreciation:
As at February 28, 2021
Charge for the year
Foreign exchange adjustment		)
As at February 28, 2022
Charge for the period
Foreign exchange adjustment
As at November 30, 2022
Net book value:
As at February 28, 2022
As at November 30, 2022

All values are in US Dollars.

Depreciation of right-of-use assets is calculated using the straight-line method over the remaining lease term.

Lease Liabilities


As at February 28, 2021
Addition
Lease payments made		)
Finance charge
Foreign exchange adjustment
As at February 28, 2022
Lease payments made		)
Finance charge
Foreign exchange adjustment

Less: current portion		)
As at November 30, 2022

All values are in US Dollars.

The lease liabilities were discounted at a discount rate of 12%.

The remaining minimum future lease payments, excluding estimated operating costs, for the term of the lease including assumed renewal periods are as follows:

Fiscal 2023	$	24,316
Fiscal 2024		97,762
Fiscal 2025		86,807
Fiscal 2026		51,443
Fiscal 2027		34,961

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

10.	related party transactions

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.

	For the nine months<br> ended November 30,
	2022	2021

Exploration and evaluation expenditures
Management fees
Share-based compensation

All values are in US Dollars.

All related party transactions are recorded at the amount agreed to by the Company and the related party.

As at November 30, 2022, the Company owed $100,722 (February 28, 2022 – $193,111) to companies controlled by officers and directors of the Company for unpaid management fees and exploration and evaluation expenses.

11.	Long-term debt

In September 2020, the Company entered into the TLC Water Rights Agreement (Note 7). Pursuant to the agreement, the Company issued a promissory note for $1,363,613 (US$1,035,000) to be paid in four equal annual installments of $328,561 (US$258,750) plus accrued interest at a rate of 5% per annum. The promissory note was secured by a first priority deed of trust on the property related to this TLC Water Rights Agreement. On recognition, the promissory note was measured by discounting the annual installments plus accrued interest using a discount rate of 15%


As at February 28, 2021
Finance charge
Payment made		)
Foreign exchange adjustment
As at February 28, 2022
Finance charge
Payment made		)
Foreign exchange adjustment
As at November 30, 2022

All values are in US Dollars.

In August 2022, the Company repaid the promissory note in full.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

12. sHARE CAPITAL

Authorized

Unlimited number of common shares, without par value.

Issued

During the nine months ended November 30, 2022:

In June 2022, the Company issued 2,250,000 common shares of the Company at a fair value of $4,635,000 in relation to the acquisition of additional concessions in Falchani Property. (Note 7)

The Company issued 205,935 common shares in connection with the exercise of 205,935 warrants with a weighted average exercise price of $1.86 for total proceeds of $382,805. As a result, the Company transferred $230,782 representing the carrying value of the exercised warrants from reserves to share capital. The Company also issued 1,792,267 common shares in connection with the exercise of 1,792,267 stock options with a weighted average exercise price of $1.41 for total proceeds of $2,547,299. As a result, the Company transferred $1,644,711 representing the carrying value of the exercised options from reserves to share capital.

During the year ended February 28, 2022:

In April 2021, the Company closed a non-brokered private placement financing of 7,518,750 units at a price of $2.00 per unit for gross proceeds of $15,037,500. Each unit consisted of one common share of the Company and one-half share purchase warrant. Each warrant entitles the holder to purchase an additional common share of the Company at a price of $3.00 and expires in April 2024. The Company incurred aggregate share issuance costs totaling $651,551 and issued 295,125 non-transferable warrants to certain finders with a fair value of $378,704 in relation to the financing.

In May 2021, the Company completed the acquisition of Plateau by issuing 36,891,918 units of the Company. Each unit consists of one common share of the Company and one-half share purchase warrant. Each warrant entitles the holder to purchase an additional common share of the Company at a price of $3.00 and expires in May 2024. The 36,891,918 common shares issued had a fair value of $78,948,705. In addition, the Company paid finder’s fee of $200,000 in cash and issued 867,882 finder’s common shares with a fair value of $1,865,947.

In May 2021, the Company issued 4,000,000 common shares of the Company at a fair value of $7,200,000 to acquire 1301420 BC and 1301420 Nevada (Note 7).

In July 2021, the Company issued an additional 133,265 common shares of the Company at a fair value of $273,366 in relation to the acquisition of Plateau.

In September 2021, the Company issued 2,500,000 common shares of the Company at a fair value of $6,300,000 to acquire Big Smoky (Note 7).

In November 2021, the Company closed a brokered private placement financing of 13,208,000 units at a price of $2.65 per unit for gross proceeds of $35,001,200. Each unit consists of one common share of the Company and one-half share purchase warrant. Each warrant entitles the holder to purchase an additional common share of the Company at a price of $4.00 for a period of two years and expire in November 2023. The Company incurred aggregate share issuance costs totaling $2,212,143 in relation to the financing.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

12. sHARE CAPITAL (continued)

Issued (continued)

The Company issued 10,234,460 common shares in connection with the exercise of 10,234,460 warrants with a weighted average exercise price of $1.06 for total proceeds of $10,876,808. As a result, the Company transferred $2,522,956 representing the carrying value of the exercised warrants from reserves to share capital. The Company also issued 3,405,098 common shares in connection with the exercise of 3,405,098 stock options with a weighted average exercise price of $1.12 for total proceeds of $3,811,726. As a result, the Company transferred $2,758,727 representing the carrying value of the exercised options from reserves to share capital.

Warrant issuances

During the nine months ended November 30, 2022, the Company issued 72,968 warrants in relation to the exercises of Plateau’s warrants.

During the year ended February 28, 2022, the Company issued the following warrants:

·	In connection with the April 2021 private placement, 3,759,375 warrants and 295,125 finders’ warrants<br>with an exercise price of $3.00.
·	In connection with the acquisition of Plateau, 18,512,592 listed warrants with an exercise price of $3.00.<br>The warrants were valued at $24,608,788 using the Black-Scholes option pricing model based on the following assumptions: risk-free interest<br>rate of 0.49%, forfeiture rate of 0%, no annual dividends, expected volatility of 114% and a market price of shares at grant date $2.14.
---	---
·	In addition, the Company assumed 11,290,820 Plateau’s warrants and each Plateau warrant can be exercised<br>at a fixed ratio of 0.29 for the Company’s common share and a half warrant. The warrants were valued at $3,869,201 using the Black-Scholes<br>option pricing model based on the following weighted average assumptions: risk-free interest rate of 0.36%, forfeiture rate of 0%, no<br>annual dividends, expected volatility of 101% and a market price of shares at grant date $2.14.
---	---
·	In connection with the November 2021 private placement, 6,604,000 warrants with an exercise price of $4.00.
---	---

Details of common share purchase warrants outstanding as at November 30, 2022 are as follows:

Number of warrants	Exercise price	Remaining life	Expiry date
	$	(years)
6,504,000	4.00	0.93	November 3, 2023
3,024,375	3.00	1.42	April 29, 2024
295,125	3.00	1.42	April 29, 2024
19,487,507	3.00	1.45	May 11, 2024
29,311,007

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

12. sHARECAPITAL (continued)

Warrants issuances (continued)

In connection with the acquisition of Plateau, details of Plateau’s warrants outstanding at November 30, 2022 are as follows:

Number of warrants*	Exercise price	Remaining life	Expiry date
		(years)
1,375,287	0.40	1.41	April 27, 2024
836,210	0.40	1.45	May 12, 2024
109,324	0.40	1.45	May 12, 2024
17,322	0.40	1.45	May 13, 2024
2,338,143

All values are in US Dollars.

*******Each Plateau warrant can be exercised at afixed ratio of 0.29 for the Company’s common shares and at a fixed ratio of 0.145 for the Company’s warrants exercisable untilMay 11, 2024 at $3.00.

A summary of changes of warrants outstanding is as follows:


			$
Balance, February 28, 2021	6,327,400		0.29
Issued	31,401,208		3.00
Exercised	(8,430,569	)	0.94
Balance, February 28, 2022	29,298,039		3.21
Issued	72,968		3.00
Exercised	(60,000	)	3.00
Balance, November 30, 2022	29,311,007		3.22

A summary of changes of Plateau warrants outstanding is as follows:


			$
Balance, February 28, 2021	-		-
Assumed	11,290,820		0.50
Exercised	(6,220,315	)	0.42
Expired	(2,232,362	)	0.87
Balance, February 28, 2022	2,838,143		0.40
Exercised	(500,000	)	0.40
Balance, November 30, 2022	2,338,143		0.40

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

12. sHARECAPITAL (continued)

Stock options

The Company has established a stock option plan for directors, employees, and consultants. Under the Company's stock option plan, the exercise price of each option is determined by the Board, subject to the Discounted Market Price policies of the TSX Venture Exchange. The aggregate number of shares issuable pursuant to options granted under the plan is limited to 10% of the Company's issued shares at the time the options are granted. The aggregate number of options granted to any one optionee in a 12-month period is limited to 10% of the issued shares of the Company.

In May 2021 and in connection with the acquisition of Plateau, the Company issued 1,423,210 replacement stock options with a weighted average exercise price of $2.51 and a fair value of $1,644,993.

In June 2021, the Company granted 7,050,000 stock options to certain officers, directors, and consultants of the Company at an exercise price of $2.17. These options were granted for a period of five years, vested as follows: 1/3 on the date of grant, 1/3 six months from the date of grant and 1/3 on the first anniversary. The options were valued at $9,494,940 using the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 0.97%, forfeiture rate of 0%, no annual dividends, expected volatility of 114% and a grant date market share price at $1.73.

In August 2021, the Company granted 500,000 stock options to a consultant of the Company at an exercise price of $1.81. These options were granted for a period of five years, vested as follows: 1/3 on the date of grant, 1/3 six months from the date of grant and 1/3 on the first anniversary. The options were valued at $784,050 using the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 0.87%, forfeiture rate of 0%, no annual dividends, expected volatility of 113% and a grant date market share price at $1.95.

In February 2022, the Company granted 1,750,000 stock options to certain officers, directors, and consultants of the Company at an exercise price of $3.63. These options were granted for a period of five years, vested as follows: 1/3 on the date of grant, 1/3 six months from the date of grant, and 1/3 on the first anniversary. The options were valued at $5,002,025 using the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 1.79%, forfeiture rate of 0%, no annual dividends, expected volatility of 110% and a grant date market share price at $3.61.

In June 2022, the Company granted 100,000 stock options to a consultant at an exercise price of $2.74. These options were granted for a period of five years, vested as follow: 1/4 three months from the date of grant, 1/4 six months from the date of grant, 1/4 nine months from the date of grant, and 1/4 on the first anniversary. The options were valued at $144,340 using the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 3.17%, forfeiture rate of 0%, no annual dividends, expected volatility of 110% and a grant date market share price at $1.90.

In July 2022, the Company granted 250,000 stock options to a director and a member of senior management at an exercise price of $1.91. These options were granted for a period of five years, vested as follow: 1/4 three months from the date of grant, 1/4 six months from the date of grant, 1/4 nine months from the date of grant, and 1/4 on the first anniversary. The options were valued at $144,340 using the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 3.17%, forfeiture rate of 0%, no annual dividends, expected volatility of 110% and a market price of shares at grant date $1.90.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

12. sHARECAPITAL (continued)

Stock options (continued)

In October 2022, the Company granted 150,000 stock options to a director at an exercise price of $2.14. These options were granted for a period of five years, vested as follow: 1/4 three months from the date of grant, 1/4 six months from the date of grant, 1/4 nine months from the date of grant, and 1/4 on the first anniversary. The options were valued at $262,860 using the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 3.41%, forfeiture rate of 0%, no annual dividends, expected volatility of 104% and a market price of shares at grant date $2.24.

During the nine months ended November 30, 2022, the Company recorded share-based compensation of $4,269,553 (November 30, 2021 – $9,142,535) in relation to stock options.

As at November 30, 2022, the following options were outstanding and exercisable:

Number of options outstanding	Number of options Exercisable	Exercise price	Remaining life	Expiry date
		$	(years)
251,208	251,208	3.31	0.11	January 9, 2023
700,000	700,000	0.31	0.20	February 9, 2023
125,000	125,000	0.35	0.58	June 29, 2023
145,000	145,000	3.93	0.72	August 17, 2023
195,750	195,750	2.24	1.40	April 23, 2024
200,000	200,000	0.25	2.19	February 4, 2025
2,160,367	2,160,367	1.28	2.80	September 17, 2025
63,115	63,115	1.03	3.03	December 9, 2025
6,358,335	6,358,335	2.17	3.53	June 10, 2026
500,000	500,000	1.81	3.74	August 25, 2026
1,750,000	1,166,667	3.63	4.22	February 16, 2027
100,000	25,000	2.74	4.58	June 29, 2027
250,000	62,500	1.91	4.60	July 4, 2027
150,000	-	2.14	4.85	October 4, 2027
12,948,775	11,952,942

A summary of changes of stock options outstanding is as follows:


			$
Balance, February 28, 2021	7,030,000		0.92
Granted	10,723,210		3.09
Exercised	(3,405,098	)	1.12
Cancelled	(8,337	)	3.02
Balance, February 28, 2022	14,339,775		2.00
Granted	500,000		2.15
Exercised	(1,792,267	)	1.41
Cancelled/Expired	(98,733	)	1.61
Balance, November 30, 2022	12,948,775		2.09

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

12. sHARECAPITAL (continued)

Restricted share units

In February 2022, the Company adopted an incentive plan for its directors, officers, and employees, under which it is authorized to grant a maximum of 5% of the Company’s issued shares reserved for issuance for restricted share units (“RSUs”) under the incentive plan. Upon vesting, at the Company’s discretion, the holder of an RSU award can receive one common share or the equivalent cash payment based on the market price of the common share on settlement date. The aggregate number of RSUs granted to any one recipient in a 12-month period is limited to 2% of the issued shares of the Company.

In August 2022, the newly adopted incentive plan received approval by the shareholders. The RSU grants described below were subject to such approval.

In February 2022, the Company granted 2,900,000 RSUs to certain officers and directors of the Company with a fair value of $10,469,000, of which $172,093 was expensed during the year ended February 28, 2022 and $3,943,801 was expensed during the nine months ended November 30, 2022. The RSUs will vest on February 16, 2024.

In July 2022, the Company granted 225,000 RSUs to a director and a member of senior management of the Company with a fair value of $423,000, of which $85,759 was expensed during the nine months ended November 30, 2022. The RSUs vest on July 4, 2024.

In October 2022, the Company granted 150,000 RSUs to a director of the Company with a fair value of $336,000, of which $26,200 was expensed during the nine months ended November 30, 2022. The RSUs vest on October 4, 2024.

RSU transactions are summarized as follows:

	Number of RSUs
Balance, February 28, 2021		-
Granted		2,900,000
Balance, February 28, 2022		2,900,000
Granted		375,000
Balance, November 30, 2022		3,275,000

During the nine months ended November 30, 2022, the Company recorded share-based compensation of $4,055,760 (November 30, 2021 – $nil) in relation to RSUs.

13. CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its mineral properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders, to maintain creditworthiness and to maximize returns for shareholders over the long-term. The Company does not have any externally imposed capital requirements to which it is subject. As the Company is in the exploration stage, its principal source of funds is from the issuance of common shares. The Company includes the components of shareholders’ equity in its management of capital.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

13. CAPITAL MANAGEMENT (continued)

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares to raise cash and obtain bridging loans from related parties. The Company’s investment policy is to invest its cash in low-risk investment instruments in financial institutions with terms to maturity selected with regards to the expected time of expenditures from continuing operations.

There were no changes in the Company’s management of capital during the nine months ended November 30, 2022.

14.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company’s financial instruments consist of cash and cash equivalents, term deposits, amounts receivable, prepaid expenses and deposits, and accounts payable and accrued liabilities. As at November 30, 2022, the Company classifies its cash and cash equivalents and term deposits as fair value through profit and loss and its amounts receivable, prepaid expenses and deposits, accounts payable and accrued liabilities, and due to related parties at amortized cost. The fair values of these financial instruments approximate their carrying values because of their current nature.

The Company classifies the fair value of these financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Cash and cash equivalents and term deposits is classified under Level 1.

Level 2 – Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices). The Company does not have any financial instruments classified under Level 2.

Level 3 – Valuations in the level are those with inputs for the asset or liability that are not based on observable market data. Accounts payable and accrued liabilities are classified under Level 3.

The Company’s financial instruments are exposed to the following risks:

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject to credit risk for the Company consist primarily of cash and cash equivalents and term deposits. The carrying amount of financial assets represents the maximum credit exposure. As at November 30, 2022, the Company has gross credit exposure relating to cash and cash equivalents and term deposits of $37,189,110. The cash and cash equivalents and term deposits are held at Canadian chartered and investment banks and the Company considers the credit risk to be minimal.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

14.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they come due. The Company’s ability to continue as a going concern is dependent on management’s ability to raise the required capital through future equity or debt issuances but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. As at November 30, 2022, the Company had a cash and cash equivalents balance of $16,905,816 to settle current liabilities of $2,191,745. Liquidity risk is assessed as low.

Foreign Exchange Risk

The Company is exposed to foreign currency risk on fluctuations related to cash and cash equivalents, accounts payable and accrued liabilities, and long-term debt that are denominated in a foreign currency. As at November 30, 2022, the Company had net assets of US$13,795,849. A 10% fluctuation in the foreign exchange rate of the United States dollar against the Canadian dollar would result in a foreign exchange gain/loss of approximately US$1,379,585.

Interest Rate Risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has cash and cash equivalents balances and term deposits with interest based on the prime rate. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institution. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.

Commodity Price Risk

The Company’s ability to raise capital to fund exploration or development activities is subject to risks associated with fluctuations in the market price of lithium and uranium. The Company closely monitors commodity prices to determine the appropriate course of actions to be taken.

During the nine months ended November 30, 2022, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.

15.	SEGMENTED INFORMATION

The Company has one operating segment, being the acquisition and exploration of exploration and evaluation assets. Geographic information is as follows:

November 30, 2022	Canada	USA	Peru	Total

Exploration and evaluation assets
Other assets
Total assets

All values are in US Dollars.

February 28, 2022	Canada	USA	Peru	Total

Exploration and evaluation assets
Other assets
Total assets

All values are in US Dollars.

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

16.	SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

	For the nine months ended November 30,
	2022	2021

Supplemental cash-flow disclosure:
Interest
Income taxes
Supplemental non-cash disclosure:
Shares issued for exploration and evaluation assets acquisition
Warrants issued for exploration and evaluation assets acquisition
Shares issued for the acquisition of Plateau
Capitalization of right-of-use assets and lease liabilities
Finders' shares issued for acquisition
Replacement stock options issued
Replacement warrants issued
Property and equipment in accounts payable
Reclassification of stock options exercised
Reclassification of stock options cancelled
Reclassification of warrants issued
Reclassification of warrants exercised
Reclassification of warrants expired

All values are in US Dollars.

17.	CONTINGENCIES

In May 2021, the Ontario Securities Commission (“OSC”) issued a Notice of Hearing and Statement of Allegations to Plateau and two of its officers (collectively the “Executives”), commencing regulatory proceedings to consider whether Plateau met obligations related to continuous disclosure, associated filings and related activities with respect to the status of Plateau’s title to 32 mineral concessions in Peru, which were the subject of a regulatory dispute, as discussed in Note 7. In November 2022, Plateau and the Executives concluded a settlement with OSC and the matter is now closed. In addition, proceeds from a directors & officers insurance claim recouped a portion of the legal fees associated with these proceedings and recorded as other income.

18.	SUBSEQUENT EVENTS
a)	Subsequent to November 30, 2022, the Company issued 272,050 common shares in connection with the exercise<br>of 272,050 stock options with a weighted average exercise price of $1.15 for total proceeds of $312,565 and 441,242 common shares in connection<br>with the exercise of 441,242 share purchase warrants for total proceeds of $1,387,226.
---	---
b)	In January 2023, the Company entered into an agreement to buy back the remaining one percent (1%) gross<br>overriding royalty on the Company’s wholly owned TLC Lithium Project. Pursuant to the terms of the agreement, the Company issued<br>950,000 common shares of the Company to the royalty holder. The shares will be subject to a statutory hold period of four months and one<br>day.
---	---

American Lithium Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended November 30, 2022 and 2021

(Expressed in Canadian Dollars – unaudited)

18.	SUBSEQUENT EVENTS (continued)

c)	In January 2023, the Company entered into an agreement to acquire an additional eight (8) lode mining<br>claims located in Nye County in the State of Nevada. Pursuant to the agreement, the Company issued 200,000 common shares of the Company<br>to acquire all the outstanding shares of Maran Ventures Ltd., holder of the mining claims.

Exhibit 99.2

Management’s Discussion and Analysis

American Lithium Corp.

Management Discussion and Analysis

For the nine months ended November 30, 2022

Dated: January 26, 2023

| Management’s Discussion and Analysis |

| --- |

Introduction

American Lithium Corp. (the “Company" or “American Lithium”) was incorporated in British Columbia under the Business Corporations Act (British Columbia) and is engaged in the acquisition, exploration, and development of resource properties. The Company’s common shares are listed for trading on Tier 2 of the TSX Venture Exchange (the “Exchange”) under the symbol “LI”, the Frankfurt Stock Exchange under the symbol “5LA”, and the NASDAQ Capital Market under the symbol “AMLI” with effect from January 10, 2023.

This management’s discussion and analysis (“MD&A”) reports on the operating results and financial condition of the Company for the nine months ended November 30, 2022 and is prepared as of January 26, 2023. The MD&A should be read in conjunction with the Company’s condensed interim consolidated financial statements for the three and nine months ended November 30, 2022 and 2021, and the notes thereto which were prepared in accordance with International Financial Reporting Standards (“IFRS”); and they should be read in conjunction with our IFRS financial statements for the fiscal year ended February 28, 2022.

All dollar amounts referred to in this MD&A are expressed in Canadian dollars except where indicated otherwise.

Cautionary Note Regarding Forward-Looking Information

This document may contain "forward-looking information" and “forward-looking statements” within the meaning of applicable securities legislation ("forward-looking statements"). All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements relate to future events or future performance and reflect management's expectations or beliefs regarding future events and include, but are not limited to, statements regarding the business, operations, outlook and financial performance and condition of the Company; potential benefits from the acquisition of Plateau Energy Metals Inc. (“Plateau”) and its subsidiaries; plans, objectives and advancement of the TLC Project, the Falchani Project and Macusani Project (each as defined below, and collectively, the “Projects”); exploration drilling plans, in-fill and expansion drilling plans and other work plans, exploration programs and development plans to be conducted; results of exploration, development and operations; expansion of resources and testing of new deposits; environmental and social community and other permitting; timing, type and amount of capital and operating and exploration expenditures, as well as future production costs; estimation of mineral resources and mineral reserves; realization of mineral reserves; preliminary economic assessments, including the assumptions and parameters upon which they are based, and the timing and amount of future estimated production; development and advancement of the Projects; success of mining operations; treatment under regulatory regimes; ability to realize value from the Company’s assets; adequacy of the Company’s financial resources; environmental matters, including reclamation expenses; insurance coverage; title disputes or claims, including the status of the "Precautionary Measures" filed by the Company's subsidiary Macusani Yellowcake S.A.C. (“Macusani”), the outcome of the administrative process, the judicial process, and any and all future remedies pursued by the Company and its subsidiary Macusani to resolve the title for 32 of its concessions; the anticipated New Uranium Regulations affecting Peru; and limitations on insurance coverage any other statements regarding the business plans, expectations and objectives of the Company; and any other information contained herein that is not a statement of historical fact. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including "may", "future", "expected", "intends" and "estimates".

Forward-looking statements are based on management’s reasonable estimates, expectations, analyses and opinions at the date the information is provided and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Assumptions upon which such forward-looking statements are based include, without limitation: that no significant event will occur outside the ordinary course of business of the Company; the Company’s ability to achieve its stated goals and objectives, including the anticipated benefits of the acquisition of Plateau and its subsidiaries; legislative and regulatory environment; impact of increasing competition; current technological trends; price of lithium, uranium and other metals; costs of development and advancement; anticipated results of exploration and development activities; the ability to operate in a safe and effective manner; and the ability to obtain financing on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive. Further, the aforementioned assumptions may be affected by the ongoing negative disruptive effect of the novel coronavirus (“COVID-19”) pandemic, which resulted in a widespread health crisis that affected the economies and financial markets of many countries around the world. The international response to the spread of COVID-19 led to significant restrictions on travel; temporary business closures; quarantines; global stock market and financial market volatility; a general reduction in consumer activity; operating, supply chain and project development delays and disruptions; and declining trade and market sentiment, all of which had and could further affect commodity prices, interest rates, credit ratings and credit risk. Whilst a degree of normalcy has returned to the business environment, the ability of the virus to mutate to different strains which are more contagious and more resistant to vaccines means that there could yet be further business interruptions, expenses and delays relating to COVID-19, which could have a material adverse impact on the Company’s plans, operations, financial condition and the market for its securities. Due to the unpredictability of the course of the disease, as at the date of this MD&A, such impact cannot be reasonably estimated. Although the Company believes that the current opinions and expectations reflected in such forward-looking statements are reasonable based on information available at the time, undue reliance should not be placed on forward-looking statements since the Company can provide no assurance that such opinions and expectations will prove to be correct.

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| Management’s Discussion and Analysis |

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All forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including risks, uncertainties and assumptions related to: the Company’s ability to achieve its stated goals, including the anticipated benefits of the acquisition of Plateau and its subsidiaries or that integration of the companies will not occur as planned or such integration will be more difficult, time consuming or costly than expected; the estimated valuation of the Company being accurate; the estimated costs associated with the advancement of the Projects; legislative changes that impact operations of the Company; risks and uncertainties relating to the COVID-19 pandemic and the extent and manner to which measures taken by governments and their agencies, the Company or others to attempt to reduce the spread of COVID-19 could have a material adverse impact on many aspects of the Company’s businesses including but not limited to: the ability to access mineral properties for indeterminate amounts of time, the health of the employees or consultants resulting in delays or diminished capacity, social or political instability in Peru which in turn could impact the Company’s ability to maintain the continuity of its business operating requirements, may result in the reduced availability or failures of various local administration and critical infrastructure, reduced demand for the Company’s potential products, availability of materials, global travel restrictions, and the availability of insurance and the associated costs; the anticipated New Uranium Regulations affecting Peru; risks related to the certainty of title to the properties of the Company, including the status of the “Precautionary Measures” filed by the Company’s subsidiary Macusani, the outcome of the administrative process, the judicial process, and any and all future remedies pursued by the Company and its subsidiary Macusani to resolve the title for 32 of its concessions; the ongoing ability to work cooperatively with stakeholders, including, but not limited to, local communities and all levels of government; the potential for delays in exploration or development activities and other effects due to global pandemics, such as the COVID-19 pandemic; the interpretation of drill results, the geology, grade and continuity of mineral deposits; variations in ore reserves, grade and recover rates; changes in project parameters as plans continue to be refined; the possibility that any future exploration, development or mining results will not be consistent with expectations; risks that permits or approvals will not be obtained as planned or delays in obtaining permits or approvals; mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes (including work stoppages, strikes and loss of personnel) or other unanticipated difficulties with or interruptions in exploration and development; other risks of the mining industry; risks related to commodity price and foreign exchange rate fluctuations; risks related to foreign operations; the cyclical nature of the industry in which the Company operate; risks related to failure to obtain adequate financing on a timely basis and on acceptable terms or delays in obtaining governmental approvals; risks related to environmental regulation and liability; political and regulatory risks associated with mining and exploration; risks related to the uncertain global economic environment and the effects upon the global market generally, any of which could continue to negatively affect global financial markets, including the trading price of the Company’s shares and could negatively affect the Company’s ability to raise capital and may also result in additional and unknown risks or liabilities to the Company. Other risks and uncertainties related to prospects, properties and business strategy of the Company are identified in the “Risk Factors” section of this MD&A, as well as those factors detailed from time to time in the Company's condensed interim and annual consolidated financial statements and other recent securities filings available at www.sedar.com.

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| Management’s Discussion and Analysis |

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Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained herein, except in accordance with applicable securities laws.

Cautionary Note Regarding Macusani Concessions

Description of Business

American Lithium is an exploration and development stage company engaged in the acquisition, exploration, and development of resource properties in North and South America. The Company has been actively involved in lithium exploration since April 2016. Its initial focus was on the TLC Lithium Project in Nevada, with drilling in 2019 and 2020 leading to the publication of a maiden mineral resource in April 2020. Through the acquisition of Plateau Energy Metals in May 2021, the Company added additional lithium properties and uranium properties in Peru. Currently, the Company focuses its operations on the development of the TLC Project, the Falchani Project, and the Macusani Project, as the Company recognizes them each to have potential for continued development with the potential for future commercialization.

Recent Developments

·	The Company’s shares were listed on the NASDAQ Capital Market and trading commenced on January 10,<br>2023. The Company maintains its listing on the TSX Venture Exchange, as well as on the Frankfurt Exchange.
·	The Company announced its updated mineral resource estimate at the TLC Project with Measured resources<br>increasing 25% and Indicated resources increasing 129%.
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·	The Company announced the successful precipitation of 99.4% purity lithium carbonate with 97.7% leach<br>extraction and 88.1% overall lithium recovery from acid leaching of TLC claystone mineralization.
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·	The Company announced successful precipitation of high-purity, fertilizer-quality potassium sulfate (“SOP”,<br>“sulfate of potash”) by-product from the Falchani Project from laboratory test work. SOP and other potential by-products (eg.<br>Cesium) will be incorporated into the planned PEA update for Falchani that will also incorporate any new drill results contributing to<br>a planned resource estimate update.
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·	The Company announced its intention to spin-out the Macusani Uranium Project in Peru into an independent,<br>stand-alone public company to unlock the value of the uranium project to the benefit of all stakeholders.
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| Management’s Discussion and Analysis |

| --- | | · | The Company announced its intention to spin-out the Macusani Uranium Project in Peru into an independent, stand-alone public company to unlock the value of the uranium project to the benefit of all stakeholders. | | --- | --- | | · | The Company entered into an agreement to buy back the remaining one percent (1%) gross overriding royalty on its wholly owned TLC Project. Pursuant to the terms of the agreement, the Company issued 950,000 common shares of the Company to the royalty holder, subject to the approval of the TSX Venture Exchange | | --- | --- | | · | In June 2022, the Company initiated an Environmental Impact Assessment (“EIA”) as the start of a Preliminary Economic Assessment (“PEA”) on the Falchani Project, with the commencement of environmental fieldwork for pre-feasibility study and launch of associated drilling. | | --- | --- | | · | The Company entered into an agreement to acquire an additional eight (8) lode mining claims located in Nye County in the State of Nevada. Pursuant to the agreement, the Company issued 200,000 common shares of the Company to acquire all of the outstanding shares of Maran Ventures Ltd., holder of the mining claims. | | --- | --- | | · | The Company entered into a mining rights transfer agreement whereby it acquired 18 additional concessions in Southern Peru, covering an area of approximately 14,243 hectares. The concessions are highly prospective and will further broaden the Company’s existing asset base and operations in Peru. The Company paid $517,130 (US$400,000) and issued 2,250,000 common shares of the Company with a fair value of $4,635,000 to the vendor with the transaction receiving TSX Venture Exchange approval on June 8, 2022 | | --- | --- | | · | In June 2022, the Company closed an agreement to acquire certain privately-held agricultural lands along with certain water rights, in the Big Smoky Valley, close to the Company’s TLC Project. Pursuant to the terms of the agreement, the Company paid the vendors a total of $4,083,681 (US$3,125,000) in cash on closing. This latest agreement follows an earlier purchase in 2020 of a nearby 326-acre private ranch, also in Big Smoky Valley, which provides American Lithium with access to 1,110 acre-feet of water rights. The outright ownership of both properties will provide close to 2,500 acre-feet of combined water rights which management expects should provide sufficient water for at least the initial phases of any future production at the TLC Project and a strong base for any future expansion phases. The water can be transported by buried pipeline to the TLC Project utilizing existing public access routes. The water rights acquired with the land purchase may also be transferred throughout the basin including to the TLC Project site via intra-basin transfer. | | --- | --- | | · | In August 2022, the Company launched a 10-hole hydrology diamond drill program that is part of the environmental work required for a pre-feasibility study on the Falchani Project. The program includes installation of downhole piezometers to monitor water table and local groundwater parameters and was approved along with the initiation of the Environmental Impact Assessment (“EIA”) with SRK Peru. The hydrological drilling has commenced and will continue into 2023. | | --- | --- | | · | In October 2022, Carsten Korch was appointed as a director of the Company. Mr Korch was granted 150,000 stock options for a period of five years and exercisable at a price of $2.14 per share, and 150,000 RSUs. The stock options will vest over a period of 12 months, with 25% vesting every quarter following the grant. Each RSU represents the right to receive, once vested, one common share in the capital of the Company, and vest on October 4, 2024. | | --- | --- |

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| Management’s Discussion and Analysis |

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Environmental, Sustainability, Safety and Governance

The Company puts a large emphasis on Environmental, Sustainability, Safety and Governance (“ESG”) matters and is continuing to enhance its protocols through the engagement of Onyen Corporation to assist with implementation of ESG best practices and systems to measure and monitor performance in these areas.

Only one Health and Safety incident occurred in Peru during the current period where a diamond drill operator injured his leg requiring medical attention.

The Company continues to focus on environmental best practices and to prioritize Community Relations. The Company conducted the annual community Christmas food and gift package distribution and facilitated the semi-anual Mobile Medical and Dental Clinics in the local Andean communities near our Peruvian Projects in late 2022. In Nevada, the Company sponsored the Nevada State Mining Championships held in Tonopah, NV in May 2022, and raised awareness of the Company and TLC project through sponsorship and staffing a booth at the AEMA conference in Reno in early December 2022.

Qualified Person and Technical Reports

The scientific and technical information contained in this MD&A relating to the TLC, Falchani and Macusani Projects has been reviewed and approved by Ted O’Connor, Executive Vice President of American Lithium, who is a Qualified Persons as defined in National Instrument 43-101.

Certain scientific and technical information with respect to the TLC Project contained in this MD&A has been taken from the technical report entitled “Technical Report for the TLC Property, Nye County, Nevada, USA” with an effective date of October 6, 2022 and prepared by Joan Kester and Derek J. Loveday of Stantec Consulting Services Inc., a copy of which was filed on January 16, 2023, and is available on American Lithium’s SEDAR profile at www.sedar.com. Certain scientific and technical information with respect to: (a) the Falchani Project contained in this MD&A has been taken from the technical report entitled “Falchani Lithium Project NI 43-101 Technical Report – Preliminary Economic Assessment” with an effective date of February 4, 2020 and prepared by John Joseph Riordan, David Alan Thompson, Valentine Eugene Coetzee and Stewart Nupen of DRA Pacific; and (b) the Macusani Project contained in this MD&A has been taken from the technical report entitled “Macusani Project, Macusani, Peru, NI 43-101 Report – Preliminary Economic Assessment” with an effective date of January 12, 2016 and prepared by Michael Short and Thomas Apelt of GBM Minerals Engineering Consultants Limited, David Young of The Mineral Corporation and Mark Mounde of Wardell Armstrong International Limited, copies of both of which are available on Plateau’s SEDAR profile at www.sedar.com. The preliminary economic assessments included herein are preliminary in nature and include inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessments will be realized. Additional work is required to upgrade the mineral resources to mineral reserves. In addition, the mineral resource estimates could be materially affected by environmental, geotechnical, permitting, legal, title, taxation, socio-political, marketing or other relevant factors.

Current Projects

The Company is advancing its three projects, Falchani, Macusani and TLC. Environmental work required for a prefeasibility study on the Falchani Project commenced in late 2022 with the initiation of an Environmental Impact Assessment (“EIA”) including detailed hydrological / hydrogeological studies focusing on the upper 150m to 180m below surface to investigate water table parameters. Current targets are to continue with prefeasibility studies at Falchani, and to finalize its TLC Project maiden PEA before commencing prefeasibility studies during 2023. It is anticipated that commencement of prefeasibility studies at Macusani during 2023 will be undertaken as a separate listed entity following spin out of those uranium assets. To achieve this, drilling has been initiated or is planned for each project to upgrade resource categories, expand resources, and update existing PEAs at Falchani and Macusani and provide additional metallurgical samples at TLC. Community agreements are in place in Peru for the upcoming work programs, and environmental and cultural studies have been conducted to support the TLC Plan of Operations which received Bureau of Land Management approval in January 2022.

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| Management’s Discussion and Analysis |

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The Company initiated work on a maiden preliminary economic assessment (“PEA”) for the TLC Project with the appointment of DRA Global as lead engineer on March 1, 2022, Stantec Consulting Ltd. will also contribute as consultants for mineral resources and mine design. The PEA will use acid leach and roast water leach studies and precipitation test work being completed at McClelland Laboratories in Reno, Nevada, SGS Lakefield in Lakefield, Ontario and ANSTO Minerals in Australia. These results will be incorporated, as appropriate, with all previous TLC process studies completed at laboratories in the US, Canada and Peru. Stantec has finalized an updated mineral resource model based on the RC and diamond drill sample chemistry received at the effective date of October 6, 2022. The updated mineral resource estimate was announced December 1, 2022, and the technical report filed on SEDAR January 16, 2023. The updated resource model will feed into the mine design/plan underpinning the PEA. The maiden PEA on TLC is anticipated to be announced in early 2023.

In Peru, the Company has commenced the environmental work required for a pre-feasibility study on the Falchani Project with the initiation of an Environmental Impact Assessment (“EIA”) including detailed hydrological / hydrogeological studies focusing on the upper 150 m below surface to investigate water table parameters. In addition, exploration and development work is currently being planned and permitted to support extension, in-fill and resource reclassification drilling at the Falchani lithium deposit and initial exploration / discovery drilling of two new lithium target areas at Quelcaya, approximately 7 km west of Falchani. The Company currently plans to complete the drill program at Falchani and update the existing PEA for the extension / infill drilling and resource re-classification and to include potential by-products (potash, cesium, etc) in mid 2023.

In addition, drilling is also being planned to expand/extend several uranium deposits following up the positive sampling and radiometric prospecting results from the Macusani Project. Local community acceptance and approvals have been granted and archeological and environmental sampling work has concluded. While the Company has been subject to a number of delays relating to the issuing of final permits by the Peruvian authorities, it is expected that final permits will be issued in early to mid 2023 for these drill programs and drilling will commence once the uranium assets have been “spun out” into a separate vehicle as detailed above. Plans are to advance the Macusani project with the above drill program and through updating the PEA to include pre-concentration and tank leach as processing improvements in 2023.

On-ground exploration work in Peru has been suspended due to protests and unrest in the Puno region near the projects, and throughout Peru, resulting from the arrest of former President Castillo. The Company’s cessation of exploration activities was supported by the local communities, all of which are not protesting but do not wish to become targets of the protests. The Company continues to closely monitor the situation and will only resume exploration activities once it is safe to do so for all employees, contractors and community members.

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| Management’s Discussion and Analysis |

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Tonopah Claystone Claims (“TLC”) Project - Nevada, USA

In August 2018, the Company finalized a purchase/royalty agreement with Nevada Alaska Mining Co., Inc. (“TLC Royalty Holder”), who had the claims and title to a series of unpatented lode mining claims located in Nye County, Nevada, USA, subject to an overriding 2.5% gross overriding royalty, of which 1.25% could be purchased within 3 years for US$1 million.

In November 2018, the Company fulfilled its commitments and acquired a 100% undivided interest in the TLC Project. During the year ended February 28, 2019, the Company issued 250,000 common shares at a fair value of $130,000 and paid $131,785 (US$100,000) to TLC Royalty Holder.

In addition, the agreement stipulated that, if the Company calculates a mineral resource on the TLC Project exceeding 500,000 tons of Lithium Carbonate Equivalent (“LCE”) in all reserve categories, the Company will issue a bonus payment of 250,000 shares to TLC Royalty Holder. An additional 250,000 shares will be issued to TLC Royalty Holder if the calculation exceeds 1,500,000 tons of LCE on the TLC Project. During the year ended February 28 2021, and following the release of a maiden resource estimate on the TLC Project, the Company issued 500,000 common shares at a fair value of $320,000 due to the LCE calculation.

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| Management’s Discussion and Analysis |

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In July 2020, the Company closed a share purchase agreement with the sole shareholder of Esoteric Consulting Ltd. (“Esoteric”) whereby the Company purchased 100% of the outstanding shares of Esoteric. Esoteric controls a series of lode mining claims totalling approximately 2,000 acres located in Nye County, Nevada, contiguous to and north and northwest of the TLC Property. Pursuant to acquisition, the Company issued a total of 4,000,000 common shares of the Company at a fair value of $7,320,000, which has been accounted for as an asset acquisition.

In September 2020, the Company entered into a real estate property purchase agreement to acquire over 300 acres of privately held lands and the accompanying 1,110 acre-feet of water rights. (“TLC Water Rights Agreement”). The transfer of the property interest and the water rights was finalized for total consideration of US$1,300,000, of which the Company paid US$265,000 ($349,488) on closing and issued a promissory note for US$1,035,000 to the vendors with the remaining payments payable over the following four years. The first instalment of US$258,750 payable under the promissory note was paid on September 8, 2021. In August 2022, the Company repaid the remaining balance of the promissory note.

The water rights come from a 326-acre farm whose water rights are part of the same hydrographic basin as the TLC Project, Basin 137-a, or ‘Big Smoky Valley – Tonopah Flat’. The purchase of the farm is a critical step in securing the required makeup water for the lithium recovery process planned to be implemented for lithium recovery from TLC’s unique lithium bearing claystones. Such process is expected to minimize water usage but some makeup water will be required.

In April 2021, the Company closed a share purchase agreement with the shareholder of 1301420 BC Ltd. (“1301420 BC”) whereby the Company purchased 100% of the outstanding shares of 1301420 BC. 1301420 BC’s only asset is an interest in a series of mining claims located in Nye and Esmeralda County, Nevada, contiguous and to the west of the Company’s TLC Project. The claims are not subject to any royalties or encumbrances. Pursuant to the agreement, the Company issued 4,000,000 common shares of the Company at a fair value of $7,200,000, which has been accounted for as an asset acquisition.

In September 2021, the Company announced that with the completion of the acquisition of Big Smoky, the Company had acquired the Crescent Dunes Project (“Crescent Dunes”) comprising 3,886 acres of land highly prospective for lithium, north and contiguous to TLC, and with this acquisition, as well as additional contiguous staking to the east and south of TLC, the project has grown to a total of approximately 12,511 acres.

The acquisition of Big Smoky was closed pursuant to a share purchase agreement with Big Smoky and each of the shareholders of Big Smoky (the “Vendors”) dated September 7, 2021, pursuant to which the Company acquired all of the outstanding share capital of Big Smoky. Through the acquisition of Big Smoky the Company now controls Crescent Dunes. The acquisition consolidates more of the known shallow occurrences of TLC lithium claystone mineralization. The claims acquired through the acquisition are not subject to any royalties or encumbrances. Pursuant to the agreement, the Company issued 2,500,000 common shares of the Company to the Vendors at a fair value of $6,300,000, which has been accounted for as an asset acquisition.

In June 2022, the Company closed an agreement to acquire certain privately-held agricultural lands along with certain water rights, in the Big Smoky Valley, close to the Company’s TLC Project. Pursuant to the terms of the agreement, the Company paid the vendors a total of $4,083,681 (US$3,155,822) on closing.

This latest agreement follows the earlier purchase in 2020 of a nearby 326-acre private ranch, as detailed above. The outright ownership of both properties will provide close to 2,500 acre-feet of combined water rights which should provide sufficient water for at least the initial phases of any future production at TLC and a strong base for any future expansion phases. The water can be transported by buried pipe-line to TLC utilizing existing public access routes. The water rights acquired with the land purchase may also be transferred throughout the basin including to the TLC site via intra-basin transfer.

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| Management’s Discussion and Analysis |

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In January 2023, the Company entered into a royalty buyback agreement with TLC Royalty Holder under which the Company agreed to buy back the remaining one percent (1.0%) gross overriding royalty pertaining to the TLC Project for consideration of 950,000 common shares to the TLC Royalty Holder. This transaction will see the TLC project unencumbered by any royalty.

In January 2023, the Company agreed to acquire 8 additional claims contiguous to the northwest of the existing TLC land package with an arms-length vendor. The Company is to acquire a holding company which controls a series of eight lode mining claims located in Nye County, Nevada. The claims are contiguous to the TLC Project and will further improve access to the project from the northwest and control the region immediately surrounding the project. In consideration for the acquisition, the Company will issue a total of 200,000 common shares to the vendors.

The TLC Project has been explored by the Company since 2019. Lithium claystone mineralization is found consistently in near surface drilling and sampling across a >20 km^2^ area and is open to expansion primarily to the south and west sides of the project. The project is composed of contiguous claims which have an area of approximately 5,063 hectares or 12,511 acres.

TLC Claim map with Drill Collar Locations and Resource Outline

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| Management’s Discussion and Analysis |

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Drill Programs

The Phase I RC Drill Program was completed in late winter 2019 with a total of 18 reverse circulation drill holes and 1719 metres of drilling completed. Significant lithium enriched claystone beds have been identified over area 2.5 kilometre long and 1.5 kilometre wide. There is a consistent stratigraphic and grade correlation between adjacent drill holes (see Drill Cross-Section Figure, below)

Drill holes in section SW-NE TLC-2001 and TLC-1919C to TLC-1915

A second part of the Phase I drill program was a Core Recovery Program conducted in June 2019. Five diamond drill holes totaling 487.7 metres were completed, two of which were twin holes to RC drill holes. Assay results confirm previous drill results and expand the extent of mineralization.

Phase II RC Drill Program was completed in February 2020 consisting of five reverse circulation drill holes for 594.4 metres. Results help to define the extent of mineralization and the geological conditions within the claim block. Significant composite intersections for all the drilling campaigns are shown below.

In November 2020, the Company commenced a Phase III 6” Sonic Drill Program, drilling six holes (a seventh hole was abandoned). This program was designed to recover additional sample material from previously drilled areas within the resource. The recovered material from two holes were submitted for mineralogical and metallurgical testing. Two drill holes in the northern part of the claims had assay analysis done on selected intervals, which indicate lithium values are lower than in the central part of the deposit. Additional drilling will be required to fully assess the new claims.

The Company launched a major drill program following approval of the Plan of Operations in January 2022. Full details of this ongoing drill program at TLC are set out below under the section headed TLCExploration & Development Work

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| Management’s Discussion and Analysis |

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Resource Estimate

A maiden resource estimate for the TLC Project was prepared by Stantec Consulting Ltd., effective April 15, 2020, utilizing the Phase I and II drilling results. An estimated pit-constrained mineral resource estimate (at 400 ppm cut-off) of 680 million tonnes at 932 ppm Li Measured and 427 million tonnes at 898 ppm Li Indicated plus 362 million tonnes at 912 ppm Li Inferred resources containing 3.35 million tonnes Lithium Carbonate Equivalent (“LCE”) Measured, 2.02 million tonnes LCE Indicated and 1.76 million tonnes LCE Inferred. See table below for a summary of the TLC pit-constrained resource estimate at various cut-offs. The Company is planning additional drilling in late 2022 and into 2023 both to expand the resource further and to identify higher grade sections.

TLC Project Lithium Resource Estimates (April 15, 2020)

•	CIM definitions are followed for classification of Mineral Resource.
•	Mineral Resource surface pit extent has been estimated using a lithium carbonate price of<br>US10,000 US$/tonne and mining cost of US$2.00 per tonne, processing costs of US$14 per tonne, a lithium recovery of 80%, fixed density<br>of 1.70 g/cm3
•	Conversions: Li2CO3:Li ratio = 5.32, LiOH.H2O:Li ratio =6.05
•	Totals may not represent the sum of the parts due to rounding.
•	The Mineral Resource estimate has been prepared by Derek Loveday, P. Geo. of Stantec Consulting<br>Services Ltd. in conformity with CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines and<br>are reported in accordance with the Canadian Securities Administrators NI 43-101. Mineral resources are not mineral reserves and do not<br>have demonstrated economic viability. There is no certainty that any mineral resource will be converted into mineral reserve.

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| Management’s Discussion and Analysis |

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An updated larger mineral resource estimate was prepared by Stantec Consulting Ltd., effective October 6, 2022, utilizing a total of 82 drill holes comprising 39,062’ (11,906 m) of combined RC, Sonic and diamond drilling from 2019 to 2022 drill campaigns. A pit-constrained mineral resource estimate (at 500 ppm cut-off) of 860 million tonnes at 924 ppm Li Measured, 1192 million tonnes at 727 ppm Li Indicated, plus 486 million tonnes at 713 ppm Li Inferred resources containing 4.20 million tonnes Lithium Carbonate Equivalent (“LCE”) Measured, 4.63 million tonnes LCE Indicated and 1.86 million tonnes LCE Inferred. See table below for a summary of the updated TLC pit-constrained resource estimate at various cut-offs. The Company has over 30 diamond and RC drill holes yet to be included in the current resource estimate, and is planning to update the resource once drilling has been completed and all assays are received.

TLC Project Updated Lithium Mineral Resource Estimates (December 1, 2022)

Cutoff	Volume	Tonnes	Li	Million Tonnes (Mt)
Li (ppm)	(Mm^3)	(Mt)	(ppm)	Li	Li2CO3	*LiOHH2O**
Measured
500	506	860	924	0.79	4.20	4.78
1000	203	345	1255	0.43	2.29	2.60
1200	104	177	1401	0.25	1.33	1.51
Indicated
500	701	1192	727	0.87	4.63	5.26
1000	80	136	1148	0.16	0.85	0.97
1200	22	37	1328	0.05	0.27	0.30
Measured +Indicated
500	1207	2052	809	1.66	8.83	10.04
1000	283	481	1227	0.59	3.14	3.57
1200	126	214	1402	0.30	1.60	1.81
Inferred
500	286	486	713	0.35	1.86	2.12
1000	31	53	1151	0.06	0.32	0.36
1200	8	14	1315	0.02	0.11	0.12
·	CIM definitions are followed for classification of Mineral Resource.
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·	Mineral Resource surface pit extent has been estimated using a lithium carbonate price of US20,000 US$/tonne<br>and mining cost of US$3.00 per tonne, a lithium recovery of 90%, fixed density of 1.70 g/cm3 (1.43 tons/yd3)
---	---
·	Conversions: 1 metric tonne = 1.102 short tons, metric m3 = 1.308 yd3, Li2CO3:Li ratio = 5.32, LiOH.H2O:Li<br>ratio =6.05
---	---
·	Totals may not represent the sum of the parts due to rounding.
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·	The Mineral Resource estimate has been prepared by Joan Kester, PG and Derek Loveday, P. Geo. Of Stantec<br>Consulting Services Inc. in conformity with CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines<br>and are reported in accordance with the Canadian Securities Administrators NI 43-101. Mineral resources are not mineral reserves and do<br>not have demonstrated economic viability. There is no certainty that any mineral resource will be converted into mineral reserve.
---	---

Mineralogical and Metallurgical Testing

Mineralogical and metallurgical tests are on-going. Testing conducted by McClelland Laboratories of Sparks, Nevada, demonstrates that lithium recoveries exceeding 90% are achieved in 10 minutes with sulfuric acid leaching. Drill cuttings were subjected to several extraction methods including agitated leach, acid curing and counter-current agitated leach. In combination with the process evaluation, leach solution temperature was investigated. In general, TLC lithium claystone is consistently highly leachable throughout the project with leach times comparing very favorably with other claystone projects.

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Results from Agitated Leach Tests

Additional testing designed by SND Consulting of Tucson, Arizona, and conducted by McClelland Laboratories of Sparks, Nevada, demonstrates that using an acid agglomeration and cure process for the extraction of lithium resulted in an average 87% lithium extraction with only a brief agitation period and without high solution temperature requirements. This testing indicates the extraction process can potentially be completed without the use of any heat and with a very brief agitation time. In addition, the acid consumption was lower than required for an agitation leach. There was no statistical difference in lithium extractions between acid dose levels of 500 or 600 kg/tonne of ore, suggesting that evaluation of lower acid dose is required to define the lower limit.

TECMMINE of Lima, Peru completed warm sulfuric acid leach test work, improving lithium extraction up to 97.4%.

A flowsheet based on acid leaching, impurity removal, and lithium carbonate precipitation has been tested at McClelland Laboratories and was successful in the production of lithium carbonate. Additional batch test work completed recently at McClelland had excellent results, which were announced January 9, 2023, with an excellent 97.7% lithium leach extraction to sulfate solution and an overall high lithium recovery from leaching through lithium carbonate precipitation of 88.1%. This testing produced primary lithium carbonate with a calculated purity of 99.4% LC without any additional refining steps. This base-case flowsheet can and will be optimized further. Moreover, the production of lithium hydroxide as a product is being considered as well.

The Company continued to build on the initial McClelland results by utilizing researchers at Lawrence Berkeley National Laboratory (LBNL) and then corroborating and expanding the LBNL findings utilizing McClelland Laboratories in Sparks, Nevada. Utilizing a centrifuge, technicians were able to concentrate lithium to grades as high as 2207 ppm and then extract up to 96% of the lithium in the upgraded fraction while utilizing 45% less sulfuric acid per unit of lithium extracted compared to previous testing. The beneficiated fraction contained 78.5% of the lithium in 51% of the mass; providing overall lithium extractions of 75% and a greatly improved economic outlook due to the reduced acid consumption and higher lithium grade in the leachate solution.

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Further verification of this process was completed by SGS Laboratories of Lakefield, Ontario, wherein SGS confirmed similar upgrading, with statistically similar results, using hydro cyclone technology. In comparison to the laboratory scale centrifuge testing at McClelland labs, the use of hydro cyclone separators at SGS illustrates the potential to implement this process on an industrial scale.

Recent gravity pre-concentration test work was completed at TECMMINE in Lima, Peru using Sepro Mineral Systems Falcon C concentrators with results showing 52% grade increase from 1,098 ppm Li to 1,671 ppm Li by retaining 88% of the original lithium into 60% of the mass.

With the process of completing the maiden PEA now well underway, ANSTO and DRA will review the work done on pre-concentration and will optimize and select the best approach for incorporation into the PEA.

Additional process work at Hazen Research Inc. has shown that roasting TLC lithium bearing claystones with sulfate and chloride salts, followed by water leaching results in 82% of lithium being extracted with a significantly lower impurity load as compared to acid leaching. Recent salt roasting results from TECMMINE in Lima, Peru have improved on Hazen results, achieving up to 89.4% lithium extraction. This alternative processing method has been investigated further at both Hazen Research Inc. and at TECMMINE also including similar leach testing of upgraded TLC claystones with further optimization anticipated.

A third process option, hydrochloric acid (“HCl”) has been investigated to extract lithium from TLC mineralization. Recent test work run at TECMMINE generated 95.1% lithium extraction using HCI at temperatures of 90°C for 60-minutes. Like sulfuric acid leaching, HCI leaching results in impurities in the resulting solution that require removal, but with the advantage of high lithium extraction. Another advantage of hydrochloric acid leaching is the potential to rejuvenate acid through pyrolysis for reuse. This could ultimately materially reduce reagent requirements and the potential operating costs of a future lithium production operation at TLC.

The Company has sent a large sample of TLC mineralization to the Australian Nuclear Science and Technology Organisation (“ANSTO Minerals”) in Sydney, Australia. ANSTO Minerals is completing additional leach and lithium product precipitation test work, test product quality and ultimate lithium yields for the three successful processing options available at TLC, including on the preconcentration work detailed above.

As reported above, the Company is finalizing work on a maiden preliminary economic assessment (“PEA”) for TLC with DRA Global as lead engineer, and Stantec Consulting Services In. contributing as consultants primarily for mineral resources, mine and tailings design and scheduling. This process also involves ANSTO working closely with DRA Global to incorporate additional process criteria as required. The Company continues to advance its process engineering through McClelland, ANSTO and DRA as it looks to optimize flowsheets for the TLC Claystone mineralization focused on maximizing economic benefits while minimizing environmental impacts. DRA Global will also include Scope 1 and 2 green-house gas emission ranges for potential production options within the TLC PEA.

TLC Exploration & Development Work

In August 2020, the Company announced the results from its Draft Baseline Biological Survey Report which examined the project area in detail to document all species present. The report shows that “no species or habitat protected under the ESA (Endangered Species Act) are present within the project area.” This was a positive development for the Company as it suggests the development of TLC will not be threatening to vulnerable species. Further, it allowed for continuation of the study and the completion of the Plan of Operation (Environmental Assessment) as set out below.

The Company’s Plan of Operations (“PO”) was approved by the Bureau of Land Management (BLM) in late December 2021 which also included a Baseline Biological Survey as well as a Baseline Cultural Survey. The PO allows for drilling up to 110 drill sites, excavating five test pits to acquire samples for metallurgical testing, a 5-acre laydown area intended for a future pilot plant, and biological and cultural surveys that will be used for further permitting. The associated Environmental Assessment submitted in August 2021 combines project exploration and pre-feasibility work into one phase of development, the PO was updated accordingly.

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Exploration drilling was completed under a 5-acre BLM Notice of Disturbance on newly acquired land in late 2021 and early 2022. Ten Reverse Circulation (“RC”) drill holes were completed as an initial test covering the Crescent Dunes project land acquired through the Big Smoky acquisition. In addition, five RC drill holes were completed on claims recently staked by the Company immediately east of the TLC resource area. Initial field work done on the Crescent Dunes (TLC North) area showed some promising lithium grades at surface and assay results from this drill program, although much delayed due to backlogs at the assay lab, are expected to be reported on shortly and thereafter a decision will be made whether to expand the initial drill program at TLC North.

The main TLC drill program of up to 110 drill sites authorized under the PO commenced in late January 2022. This program commenced with one RC and one sonic rig, with the sonic rig being replaced in April by a diamond drill rig. The diamond rig is focused on infill drilling to high grade and extend the existing resource and to reclassify the inferred element of the resource. The RC rig is focused on discovery / exploration drilling in areas of the main TLC claims area which have not been drilled previously and the diamond rig will also do some drilling to validate certain holes drilled by the RC rig. This drill program continued through the summer season into Fall, with the Company’s goal to ensure that it completes sufficient drilling through this program to provide most of the drilling required to move into and through feasibility. Laboratory results are pending for several drill holes from this program, with results again being delayed by lab backlogs and capacity issues and logging/sample preparation issues.

Drill results from the initial 5 holes of the diamond core drilling program were released on July 14, 2022 with some of the highest grade thicknesses discovered on the TLC project to date. The best results were from diamond drill hole TLC-2206C which had 50.3 m (165’ feet) averaging 1,550 ppm Li from 145’ to 310’ downhole; including 11.0 m averaging 2,104 ppm Li from 225’ to 261.2’. The entire hole from 30’ to 351’ (End of Hole; “EOH” – 97.8 m true thickness) is mineralized averaging 1012 ppm Li with a 4.4’ maximum interval sample of 2,900 ppm sample from 234.5’.

Stantec has completed an updated mineral resource estimate for the TLC project based on RC and diamond drill results received to October 6, 2022, the effective date. The mineral resource estimate was announced December 1, 2022 with the NI 43-101 Technical Report filed on SEDAR January 16, 2023 (as described in above section). The pit-constrained resource model has been incorporated into the Stantec mine design model forming the feed material for the maiden PEA completed by lead engineers, DRA Global.

The Company is expected to issue its maiden preliminary economic assessment (“PEA”) for the TLC Lithium Project in late January 2023. with DRA Global as lead engineer, and Stantec Consulting Services Inc. contributing as consultants for mineral resources, mine and tailings design and scheduling.

Falchani Lithium Project (“Falchani”) and Macusani Uranium Project (“Macusani”)– Puno, Peru

Following the acquisition of Plateau Energy Metals, through the acquisition of its Peruvian subsidiary, Macusani Yellowcake SAC, the Company holds title to, or has court injunctions preserving title on, over 930 km^2^ of mineral concessions in the Province of Carabaya, Department of Puno in southeastern Peru. The current project land position was the result of several consolidation transactions between 2007 and 2014 (see Map, below):

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Cautionary Note Regarding Concessions

Thirty-two of the 151 concessions held by American Lithium’s subsidiary Macusani, are currently subject to Administrative and Judicial processes (together, the “Processes”) in Peru to overturn resolutions issued by the Geological, Mining, and Metallurgical Institute of Peru (“INGEMMET”) and the Mining Council of the Ministry of Energy and Mines of Peru (“MINEM”) in February 2019 and July 2019, respectively, which declared Macusani’s title to the 32 the concessions invalid due to late receipt of the annual validity payment. Macusani successfully applied for injunctive relief on these 32 concessions in a Court in Lima, Peru, and the grant of the Precautionary Measures (Medida Cautelar) has restored the title, rights, and validity of those 32 concessions to Macusani. On November 2, 2021, the Company was made aware that the judicial ruling in relation to those 32 concessions had been issued in favour of the Company. The ruling restored full title to these concessions. On November 26, 2021, the Company confirmed that appeals of the judicial ruling were lodged by INGEMMET and MINEM, and subsequently other parties. The appeal will be considered by a higher court tribunal in due course and is anticipated to be heard in early 2023. If American Lithium’s subsidiary Macusani does not obtain a successful resolution to the Processes, Macusani’s title to the 32 concessions could be revokedThirty-two of the 151 concessions acquired by the Company through the acquisition of Plateau Energy Metals are currently subject to Administrative and Judicial processes (together, the “Processes”) in Peru to overturn resolutions issued by INGEMMET and the Mining Council of MINEM in February 2019 and July 2019, respectively, which declared Macusani’s title to the 32 of the concessions invalid due to late receipt of the annual validity payment. Applications for injunctive relief through Precautionary Measures (Medida Cautelar) resulted in the grant of such relief on 17 concessions in November 2019, and on the remaining 15 concessions in March 2021. The grant of the Precautionary Measures restored the title, rights, and validity of these 32 concessions to Macusani as they were prior to the issuance of the Concessions Resolutions, until such time as a final decision is obtained through the judicial process. On November 2, 2021, the Company was made aware that the judicial ruling in relation to those 32 concessions had been issued in favour of the Company. The ruling restored full title to these concessions. On November 26, 2021, the Company confirmed that appeals of the judicial ruling were lodged by INGEMMET and MINEM, and subsequently other parties. The appeal will be considered by a higher court tribunal in due course and is anticipated to be heard in early 2023. If American Lithium’s subsidiary Macusani does not obtain a successful resolution of Processes, Macusani’s title to the concessions could be revoked, including title to the Ocacasa 4 concession and the Falchani Lithium Project could proceed as demonstrated in the Alternative Case presented below.

Additional concessions

Through a mining rights transfer agreement entered into in June 2022, the Company acquired an additional 18 concessions in Peru and now holds 169 concessions covering an area in excess of 944 km^2^. The Company paid $517,130 (US$400,000) and issued 2,250,000 common shares of the Company with a fair value of $4,635,000 to the vendor of these 18 concessions.

Falchani Lithium Project Highlights

Following the initial discovery in November 2017, accelerated exploration efforts led to the maiden mineral resource estimates being announced on July 24, 2018, followed by an updated mineral resource estimate on March 4, 2019, increasing the total lithium resources by more than 90%. The Falchani Lithium Project resource is comprised of three zones, namely the upper breccia unit (“UBX”), lithium-rich tuff unit (“LRT”) and lower breccia unit (“LBX”), in order of stratigraphy.

The results of an independent Preliminary Economic Assessment (“PEA”), prepared by DRA Global (“DRA”), were announced on February 4, 2020, demonstrating that the Falchani Lithium Project has the potential to become a large, long-life producer of low cost, high quality, low impurity battery grade Li2CO3. Unless otherwise stated, all dollar figures for the PEA are in United States dollars and the economic highlights represent the Company’s 100% interest in the Falchani Lithium Project.

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The Falchani Lithium Project PEA presents a “Base Case” scenario which is inclusive of both the Falchani and Ocacasa 4 concessions. The “Alternative Case” scenario presented represents only the Falchani concession to demonstrate the economic value as if the Falchani concession were a standalone or phase 1 project in light of the current dispute over 32 concessions which includes ownership of the Ocacasa 4 concession. Please refer to the Cautionary Note Regarding Concessions section in this MD&A.

Preliminary Economic Assessment Key Highlights

Description	Base Case	Alternative Case
LCE Price	12,000	12,000
Life of Mine	33	26
Processing Rate P1 / P2 / P31	1.5 / 3.0 / 6.0	1.5 / 3.0 / NA
Average Throughput (P1)	1,437,500	1,437,500
Average Throughput (LOM)	4,407,687	2,421,780
Li2CO3 Produced (average LOM)1	63,034	33,842
P1 Li2CO3 Production (steady state)	22,678	22,731
P2 Li2CO3 Production (steady state)	44,227	41,252
P3 Li2CO3 Production (steady state)	85,230	n/a
LCE Produced (total LOM)1	2,080,113	879,895
Unit Operating Cost (OPEX) P12	4,438	4,348
Unit Operating Cost (OPEX) LOM2	3,958	4,333
Gross Revenue	24,961	10,558
Capital Cost (CAPEX)3 P1	587	587
Capital Cost (CAPEX)3 LOM	1,970	1,082
Sustaining Capital Costs (undiscounted)	119.6	66.4
Project Economics - 12,000/t Li2CO3
Pre-tax:
Net Present Value (NPV) (8%)	2,712	1,514
Internal Rate of Return (IRR)	24.2	23.5
Payback Period (undiscounted)	4.3	4.2
Average Annual Cash Flow (LOM)	444	215
Cumulative Cash Flow (undiscounted)	14,638	5,597
After-tax:
Net Present Value (NPV) (8%) After-Tax	1,554	844
Internal Rate of Return (IRR) After-Tax	19.7	18.8
Payback Period (undiscounted)	4.7	4.6
Average Annual Cash Flow (LOM/P2 or P3 steady state)	272 /<br><br> <br>430 (P3)	131 /<br><br> <br>198 (P2)
Cumulative Cash Flow (undiscounted)	8,977	3,418

All values are in US Dollars.

Notes:

1.	Production: base case is 3 phases, 1.5Mtpa, 3Mtpa and 6Mtpa; alternative case is 2 phases 1.5Mtpa and<br>3Mtpa.
2.	Includes all operating expenditures, the estimate is expected to fall within an accuracy level of ±35%.
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3.	Includes 11% contingency on process plant capital costs, 15% contingency is included in the tailings and<br>infrastructure costs, and closure costs (LOM).
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Readers are cautioned that the PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty the results of the PEA will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Additional work is required to upgrade the mineral resources to mineral reserves. In addition, the mineral resource estimates could be materially affected by environmental, geotechnical, permitting, legal, title, taxation, socio-political, marketing, or other relevant factors.

The completed technical report on the PEA entitled “Falchani Lithium Project NI 43-101 Technical Report – Preliminary Economic Assessment” prepared by John Joseph Riordan, David Thompson, Valentine Coetzee of DRA Pacific and Mr. Stewart Nupen of The Mineral Corporation, effective February 4, 2020, can be located under the Plateau profile on SEDAR (www.sedar.com) and on the Company's website.

Key Project Attributes

●	Scaled approach to development aimed at allowing the Project to grow with market demand
●	Battery quality, low impurity lithium chemical to enable complete onsite production, maximizing<br>the Company’s share of the value chain
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●	Lithium-rich sulfate process step to support flexibility to adapt lithium chemical production for<br>industry demand
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●	Onsite acid plan to provide green power generation and enable low cost reagent access
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●	Inputs sourced largely in Peru to support local development while reducing costs and value-added<br>taxes
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●	Availability of contract mining to reduce CAPEX and provides flexibility during expansion phases
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●	Major contributor to economic development in Peru of approximately $2.1 billion LOM capital investment<br>and tax and royalty contributions estimated in excess of $5 billion^1^
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●	Excellent infrastructure near site to support future Project development and operations
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^1^ Royalties: approximately $760 million, Workers ParticipationTax & Pension Fund: approximately $1.25 billion, Income Tax: approximately $3.75 billion.

Green Project Initiatives

•	WaterEfficiency: Use of filtered tailings to enable recycling of up to 90% of process water
•	Environmentaland Personnel Safety: Use of environmentally responsible dry stacking tailings technology
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•	CleanEnergy Generation: Sulfuric acid plant on site to produce sufficient clean energy to power entire process plant and provide excess<br>power
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•	RenewableEnergy: Access to hydro power grid available nearby
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•	Future<br>development work to evaluate opportunities such as:
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○	electric<br>mine fleet with excess clean energy storage on site
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○	rainwater<br>run off storage and additional water recycling
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○	low<br>CO2 transport and logistics for consumables
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Processing

The process flow sheet (below), including plant, equipment and up-front leaching and downstream precipitation was developed by DRA, working with ANSTO Minerals’ (“ANSTO”) laboratories with input from M.Plan International (“M.Plan”). Following mining, mineralized material will be crushed to P80 150 mm, followed by warm (95 °C) sulfuric acid (H2SO4) tank leach processing for a residence time of 24 hours, to extract 89% of lithium to leach solution. The process utilizes conventional up-front tank leaching, widely used in various mining operations to extract metals from mineralized material today. This is followed by a 3-stage purification process to reduce various impurities in the leach solution, mechanical evaporation and conventional precipitation, using a crystallization plant, to produce a high purity/low impurity battery grade Li2CO3 product as demonstrated by test work run by ANSTO and described in the press release dated July 18, 2019. The estimated time from mining to producing a battery grade end-product is approximately 48 hours. An overall recovery of 80% from mineralized material to Li2CO3 is utilized in the PEA.

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As a significant portion of the operating costs are derived from sulfuric acid use as the leaching reagent, the PEA includes the construction of a 1,700 tonnes per day (“tpd”) sulfur burning acid plant at site, in P1, to produce, on average, 1,500 tpd of sulfuric acid. In subsequent phases, additional modules are added to meet expanded processing capacity.

Metallurgical Work Program Results:

	Tank Leach
High Purity, Battery Grade (>99.50%)	99.74%
Overall Recoveries Li2CO3	77 to 81%
Sulfuric Acid Addition	370 kg/t

Tank Leach Process Flowsheet

On April 8, 2020, results from the preliminary test work program (“Program”) focused on recovery and precipitation of sulfate of potash, rubidium and caesium concentrate from a pregnant leach solution (“PLS”) created from the Falchani Project PEA.

Highlights of the Program:

·	The Program was run on a sample of Falchani lithium-rich tuff material at the same conditions as the lithium<br>leaching studies published by the Company in the PEA with concentrations of 3,400 ppm lithium; 3 wt% K; 600 ppm Cs and 1,400 ppm Rb;
·	Extractions of the following metals (from lithium-rich tuff into sulfate solution via previous test work<br>and supported in this Program):
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o	Potassium (“K”): 43%
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o	Caesium (“Cs”): 84%
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o	Rubidium (“Rb”): 67%
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·	Excellent rejection of aluminum using ‘simple’ neutralization with lime or high temperature<br>treatment (calcination);
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·	Cesium precipitation: selective crystallization of >99% of the Cs and Rb from PLS, along with some<br>K, by cooling to between 20 and 30°C following the PEA flowsheet (above); and
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·	Precipitation of approximately 18% of K from leaching of feed material through to PLS at temperatures<br>below 20°C to a purified K-alum in the first pass, with future test work potentially optimizing the yield.
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Extraction and Precipitation in Previous and Current Program

		Precipitation %
Element	Extraction in Leach %	At 25°C	At 5°C
K	43	61	87
Rb	67	100	100
Cs	84	100	100

On June 27, 2022, the Company announced results from follow up test work completed at ANSTO Minerals focused on recovery and precipitation of fertilizer-grade sulfate of potash (“SOP”) and rubidium and cesium concentrate from further Falchani leach PLS using the base case PEA processing conditions. The definition of the SOP, and cesium and rubidium recovery circuits has been performed with a ~20 kg tranche of representative / bulk Falchani feed material. In the baseline flowsheet for Falchani, potassium alum is crystallized from the resultant PLS.

This potassium alum is the feed material for the SOP, and cesium and rubidium recovery circuits and does not impact the downstream purification and lithium carbonate precipitation circuits.

A ‘basic’ SOP is produced via alum conversion to sulphate by dissolution neutralization and softening. Followed by K separation from Rb and Cs by evaporation and cooling. The high purity, fertilizer quality ‘refined’ SOP is produced by dissolving and re-precipitating the ‘basic’ product. The final SOP produced by ANSTO from Falchani mineralization is 45% K and 20% S and falls within the specification parameters of SOP marketed by various producers and traders of K-based fertilizers.

Peru imports the entire amount of SOP needed for its agricultural sector, mainly for high-value crops that play a very important role in the balance of the Peruvian exports. The fertilizer crisis generated by the war in Ukraine has exacerbated shortages in the fertilizer market, its transport and distribution and increased fertilizer prices to unprecedented levels and is linked to accelerating the sharp price increase of fruit, vegetables, livestock feed etc., in the country. The large amounts of SOP that American Lithium could potentially produce from Falchani could cover the SOP needs of Peru when compared with pre-pandemic requirements, with the possibility of Peru becoming a net fertilizer exporter at full capacity.

Future Optimization Potential

The PEA identifies several opportunities which may greatly enhance the economics and include:

•	Revenueopportunities: further evaluation of additional revenue streams, not included in the PEA, such as SOP fertilizer (K2SO4),<br>cesium sulfate (Cs2SO4) and rubidium sulfate (Rb2SO4). Preliminary metallurgical test work<br>completed in April 2020 and June 2022 (refer to results above).
•	Capitaloptimization: alternative acid plant and processing plant/equipment sourcing, including evaluating options for acid and power purchases<br>from third-party operators.
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•	Operatingcost optimization: long-term contracts for major consumables, reduction in processing consumables and/or costs through process model<br>optimization.
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Mineral Resource Estimates

The PEA has considered only the lithium-rich bearing tuffs (“LRT”), namely LRT1, LRT2, and LRT3, three of five geological units presented in the Falchani Lithium Project technical report, effective March 1, 2019, prepared in accordance with NI 43-101 by Mr. Stewart Nupen (“QP”) of The Mineral Corporation and filed on SEDAR (the “2019 Technical Report”). As a result, the Base Case and Alternative Case utilize less than 48% and 47%, respectively, of the total mineral resource estimates included in the 2019 Technical Report. The remainder of the resource estimate which is contained mainly in the lower breccia (LBX) represents potential additional feed material for the lithium operation.

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The PEA Base Case considered the Mineral Resource estimate for both the Falchani and Ocacasa 4 concessions, as described in the 2019 Technical Report. As there have been changes to the mineral tenure circumstances, particularly with respect to the dispute over the ownership of the Ocacasa 4 concession, the split between Falchani and Ocacasa 4 is provided in the table below for additional clarity. The Alternative Case considered a sub-set of the Mineral Resource estimate described in the 2019 Technical Report, which being the Mineral Resources contained within the Falchani concession only. The Mineral Resource estimates have not been updated to inform the PEA, however, owing to the current mineral tenure dispute, for the Alternative Case, only the Falchani Concession Mineral Resource estimate has been considered. Please refer to the Cautionary Note Regarding Concessions section in this MD&A.

The mineral resource estimates for the Falchani Lithium Project, effective March 1, 2019, are based on a 1,000 ppm lithium (“Li”) cut-off grade are as follows:

Licence	Category	Zone	Metric Tonnes (Mt)	Li (ppm)	Li2O (%)	Li2CO3 (%)	Contained Li2CO3 (Mt)
FALCHANI	Indicated	UBX	5.38	1 472	0.32	0.78	0.04
		LRT1	6.15	3 718	0.80	1.98	0.12
		LRT2	16.66	3 321	0.72	1.77	0.29
		LRT3	11.03	3 696	0.80	1.97	0.22
		LBX	10.16	1 901	0.41	1.01	0.10
		Total	49.39	2 961	0.64	1.58	0.78
	Inferred	UBX	8.44	1 616	0.35	0.86	0.07
		LRT1	13.84	3 290	0.71	1.75	0.24
		LRT2	28.68	2 994	0.64	1.59	0.46
		LRT3	16.13	3 292	0.71	1.75	0.28
		LBX	57.39	2 250	0.48	1.20	0.69
		Total	124.48	2 629	0.57	1.40	1.74
OCACASA 4	Indicated	UBX	0.85	1 750	0.38	0.93	0.01
		LRT1	1.32	3 668	0.79	1.95	0.03
		LRT2	5.37	3 232	0.70	1.72	0.09
		LRT3	2.00	3 658	0.79	1.95	0.04
		LBX	2.00	1 379	0.30	0.73	0.01
		Total	11.53	2 926	0.63	1.56	0.18
	Inferred	UBX	5.33	1 911	0.41	1.02	0.05
		LRT1	10.17	3 422	0.74	1.82	0.19
		LRT2	33.62	3 292	0.71	1.75	0.59
		LRT3	21.11	3 349	0.72	1.78	0.38
		LBX	65.36	2 297	0.49	1.22	0.80
		Total	135.59	2 777	0.60	1.48	2.00

UBX = upper breccia; LRT = lithium rich tuff; LBX = lower breccia

Notes: Minor discrepancies due to rounding may occur. Li Conversion Factors as follows: Li:Li2O=2.153;Li:Li2CO3=5.323; Li2O:Li2CO3=2.473. Geological losses of 5% or 10% have been applied,based on geological structure and data density. The average geological loss is 6%. Density = 2.40.

The mineral resource estimates are based on the initial 29 drill holes and 20 additional drill holes. Sampling was carried out at sampling intervals of between 0.5m and 1.0m. Samples used throughout the estimation process were composited to a downhole length of 2.5m.

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Environmental

A baseline environmental study (the “Baseline Study”) undertaken by ACOMISA, a Lima-based environmental consulting company, and continued in collaboration with Anddes Asociados S.A.C. (‘Anddes’) is ongoing. The Baseline Study was expanded to include each of the Falchani Lithium Project and Macusani Uranium Project areas and now covers the relevant areas belonging to the communities of Isivilla, Tantamaco, Corani, Chimboya and Paquaje, and Chacaconiza. This expanded Baseline Study was accepted by the Peruvian Government Agency SENACE (Servicio Nacional de Certificacion Ambiental) and built on previous environmental monitoring that was started by the Company in 2010 during the exploration phase of work. The Baseline Study has recently progressed into an EIA that includes community relations and impacts of future development, as well as flora, fauna, water, air and noise sampling and comprehensive archaeological studies.

The Company has initiated components of an Environmental Impact Assessment (“EIA”) covering the project, building on the Environmental Baseline Study. The environmental work required for a pre-feasibility study on the Falchani Lithium project has commenced with the initiation of an Environmental Impact Assessment (“EIA”),led by SRK Peru, including detailed hydrological / hydrogeological studies focusing on investigating water table parameters within the upper 150 m below surface. Full details of this EIA and associated work are set out below under the section Peru Exploration &Development Work

The Falchani Lithium Project lies outside of the Corani-Macusani Area of Cultural and Archaeological Significance (“Archaeological Area of Interest”). Archaeological studies completed as part of our exploration program permitting and recent EIA study work have shown that to date, there are no sites of cultural or archaeological significance affecting the Falchani Lithium Project. The local landscape, landforms, higher elevation and rock weathering style at the project was not conducive for hosting, or preservation of, sites of archaeological significance. An overview of the results of the archaeological studies, including excavations available to date, is being prepared for presentation to the Ministry of Culture of Peru.

Macusani Uranium Project Highlights

The Macusani Uranium Project is one of the largest undeveloped uranium projects in the world containing significant measured, indicated and inferred uranium resources. Located approximately 25 kilometres away from the Company’s Falchani Lithium Project, the Macusani Uranium Project is proximal to excellent infrastructure and has a significant unexplored land package. The Company is currently looking to spin out the uranium assets into a separate listed entity to unlock value for shareholders.

Preliminary Economic Assessment

The Company completed, and filed on SEDAR on February 10, 2016, an updated PEA based on the resource estimate. The PEA was completed by UK based, mining engineering consultants Wardell Armstrong International and GBM Minerals Engineering Consultants Limited and contains a detailed base case which contemplates the construction of a conventional open pit mining operation with a centralized processing facility.

Six concessions contain mineral resources, four of which are included in the Macusani Uranium Project PEA filed under Plateau’s profile on SEDAR at www.sedar.com. Of these four concessions, three have been subject to dispute and these have been protected by an injunction granted by judicial resolution restoring concession title, rights, and validity to the Company. (Refer Cautionary Note Regarding Concessions section in this MD&A and in commentary under the Falchanisection above, which contain details on administrative and judicial processes relating to 32 of the Company’s concessions).

Unless otherwise stated, all dollar figures for the PEA are in United States dollars and the economic highlights represent Plateau’s 100% interest in the Macusani Uranium Project.

Key Highlights of the Macusani Uranium Project PEA:

•	Cash<br>Operating Costs^1^: $17.28/lb U3O8 average life of mine (“LOM”)
•	Initial<br>Capital Expenditures: $249.7 M plus $50.1 M contingencies
---	---
•	Total<br>Sustaining Capital Costs^1^: $43.9 M
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| Management’s Discussion and Analysis |

| --- | | • | Net Present Value(8%): ($50/lb U3O8 selling price): $852.7 M pre-tax / $603.1 M after-tax | | --- | --- | | • | Internal Rate of Return: ($50/lb U3O8): 47.6% pre-tax / 40.6% after-tax | | --- | --- | | • | Payback Period: ($50/lb U3O8): 1.69 years pre-tax / 1.76 years after-tax | | --- | --- | | • | Production Profile: 6.09 Mlbs/yr average LOM | | --- | --- | | • | Operating Profile: near surface open pit mining of five deposits along with a small high-grade underground mine operation, heap leach process plant | | --- | --- | | • | Mining Rate: 109.0 Mt/yr at 289 ppm U3O8 for 10 years at an average strip ratio of 2:1 (waste:mineralized material) | | --- | --- | | • | Processing Throughput: 10.9 M tonne per annum | | --- | --- | | • | High-grade scenarios were also considered with both heap leach and tank leach processing options and the Company continues to evaluate optimization scenarios | | --- | --- |

^1^Financial metrics which are not measures recognized underIFRS and do not have a standardized meaning prescribed by IFRS. See Alternative Performance Measurements section in this MD&A foradditional information.

Processing work tailored towards upgrading, or pre-concentrating, through communition/concentration studies on the uranium mineralization was planned for early 2020. The test work programs were deferred and the research and development work was restarted in August 2020 with encouraging results released March 30, 2021. The work utilized mineralization from 3 main deposits, with the following results: Colibri II-III Deposits – 81.6% of U retained in 35.3% of original mass passing 300 μm; Calculated Head Grade of 270 ppm U upgraded to 623 ppm U (Upgrade factor 2.3) using double scrubbing for 12 minutes each cycle; Corachapi Deposit – 73% of U retained in 31% of original mass passing 212 μm; Calculated Head Grade of 245 ppm U upgraded to 570 ppm U (Upgrade factor 2.3) using initial scrubbing for 15 minutes at 60% solids (by mass) followed by secondary scrubbing for 5 minutes at 45% solids. The upgrading results highlight the opportunity to bring in lower grade deposits previously not included in the PEA production schedule, and the higher grade feed material should positively impact the PEA Capital Costs with a smaller plant footprint and PEA Operating Costs due to lower energy and reagent costs. Trade off studies between original heap leach processing and tank/vat leach processing options will be conducted using the upgraded fraction achievable in a scrubbing and classification circuit.

Significant work programs going forward are dependent on COVID-19, the pending framework for uranium transport and export in coordination with the International Atomic Energy Agency and the Peruvian Institute of Nuclear Energy (the “New Uranium Regulations”) in country.

The completed technical report on the PEA entitled “Macusani Project, Macusani, Peru, NI 43-101 Report – Preliminary Economic Assessment” prepared by Mr. Michael Short and Mr. Thomas Apelt, of GBM Minerals Engineering Consultants Limited; Mr. David Young, of The Mineral Corporation; and Mr. Mark Mounde, of Wardell Armstrong International Limited dated January 12, 2016, can be located under Plateau’s profile on SEDAR (www.sedar.com) and on the Company's website.

Environmental

Within the Macusani Uranium Project area lies an Archaeological Area of Interest which includes sites of cultural interest. The area boundaries are very clearly defined and are well-known to people working in the region. The Company continues working with environmental and archaeological professionals, local communities, and Peruvian authorities to develop a plan to protect any sites located in proximity to the proposed future project operations. The Macusani Uranium Project and proposed future infrastructure for operations currently does not directly affect any such sites.

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| Management’s Discussion and Analysis |

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With the assistance of the Ministry of Culture of Peru, the Company has spent the past three years conducting a professional archaeological study in the project area. This is a full archaeological research project that the Company’s team initiated and is still on-going. Whilst initial completion of field work was targeted for H1 2020, followed by presentation of the archaeological study to the Ministry of Culture in 2020, timing was subject to easing of the Peru government’s COVID-19 lockdown restrictions, which have impacted access to the site. Desktop work is completed, and on-site work resumed in July 2022. The Company expects the submission of the archeological study results to the Peruvian Ministry of Culture in Q2 2023.

The Company remains fully informed of the progress of this archeological study and is confident based on the findings to date, that together with the qualified investigating team, will work towards an outcome that respects, salvages and preserves cultural heritage where it exists. In addition, all the recently validated artefacts are currently exposed to natural erosion and decay from the weather conditions that characterize the Macusani plateau, therefore a preserving solution should be found. It is positive to see the government proactively working towards an actionable outcome on both accounts, and it is indicative of the level of support across the board for the Company’s projects.

The Company, and its predecessor companies, have been exploring continuously in the Macusani area since the initial land acquisition in 2005. All exploration activities are completed under fully approved social/ community agreements and exploration/mining permits.

Peru Exploration & Development Work

Macusani Uranium Project

Exploration activities at the Macusani Project continue with mapping, prospecting, and sampling work. Five areas spread between various drilled targets with reported uranium resources were covered by radiometric mapping and surface sampling. The results of this surface uranium exploration activity were released on January 25, 2021 and September 28, 2021 (see Map Figure, below). Additional surface mapping, sampling and prospecting work for future target generation has continued while awaiting drill permits. Exploration and resource expansion/extension drilling is expected to commence in early to mid-2023 following permitting approvals and likely under the separate uranium entity. An update of the existing Macusani PEA with the results of this planned drill program and including pre-concentration and tank leach as processing improvements should follow during 2023. As set out above and previously announced, the Company has had success in pre concentrating / upgrading Macusani uranium mineralization with the potential to significantly improve the already robust economics of the existing PEA and to increase the resources included in the existing PEA. The latest PEA Technical Report is dated, however it should be noted that uranium prices have rebounded over the past 12 months and are now forecast to be well above the $50/lb U3O8 pricing used in the January 2016 PEA. This, coupled with potential process enhancements, is expected to more than cover potential increased reagent prices, costs and inflation.

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| Management’s Discussion and Analysis |

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Macusani Project Location Map with new target areas

Falchani Lithium Project

Lithium exploration work at Falchani, including trenching and sampling started in the Quelcaya village area where new occurrences of Li-rich rocks were initially reported in 2019. The recent prospecting and mapping activities demonstrate that the new lithium occurrences in the vicinity of the Quelcaya village are more extensive than initially modelled. These results were released May 20, 2021, with exploration and resource extension/expansion drilling planned and currently being permitted (see Map Figure, below). In addition, and as set out above, the Company is also targeting infill and extension drilling at Falchani itself with the goal of reclassifying a significant portion of its existing resources as measured and indicated and to expand the overall resources. These results will be incorporated into an updated PEA which will also include the potential economic impact of the Project’s by-products (sulfate of potassium, cesium, etc) with targeted completion of the updated PEA in mid 2023. In the meantime, the Company has continued with additional surface mapping, sampling and prospecting work for future target generation across its concessions while awaiting drill permits. It has also focused on upgrading road access and infrastructure across the Macusani Plateau and, as set out in its press release dated June 27, 2022, has been working with ANSTO to validate and optimize its ability to produce commercial quantities of Sulphate of Potash, Cesium and Rubidium as material by products at Falchani. The latest PEA Technical Report was released pre-pandemic with outdated costs; however, it should be noted that lithium prices and forecasts have surpassed $12,000/tonne LCE pricing used in the February 2020 PEA. This, coupled with potential process enhancements and by-product potential is expected to improve economics well beyond the impact of increased reagent prices, other costs and inflation,

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| Management’s Discussion and Analysis |

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Falchani Project Location Map with resource and exploration target areas

A 10-hole hydrology diamond drill program that is part of the environmental work required for a pre-feasibility study has commenced on the Falchani Project with the initiation of an Environmental Impact Assessment (“EIA”) with SRK Peru. The hydrological drilling has started and will continue into 2023.

Exploration and development work is currently being planned and permitted to support the following:

·	Extension/in-fill drilling at the Falchani lithium deposit
·	Initial exploration drill testing of two new lithium target areas at Quelcaya
---	---

Local community acceptance and approvals have been granted and archeological and environmental sampling work has been concluded. These drill programs are planned to commence following receipt of exploration permits (DIA) from Peruvian authorities, expected in early 2023.

Scientific and technical information for the projects in this MD&A is based on, and further information about, the TLC, Falchani Lithium and the Macusani Uranium Projects (collectively, the “Projects”) is available from Technical Reports prepared in accordance with NI 43-101, filed on SEDAR:

(1) “TECHNICAL REPORT – Tonopah Lithium Claims Property, Nevada, USA” prepared by Mr. Derek Loveday of Stantec Services Inc. and Mr. William A Turner of Stantec Consulting Ltd. dated May 4, 2020;

(2) "Macusani Project, Macusani, Peru, NI 43-101 Report – Preliminary Economic Assessment” prepared by Mr. Michael Short and Mr. Thomas Apelt, of GBM Minerals Engineering Consultants Limited; Mr. David Young, of The Mineral Corporation; and Mr. Mark Mounde, of Wardell Armstrong International Limited dated January 12, 2016; and

(3) “Falchani Lithium Project NI 43-101 Technical Report – Preliminary Economic Assessment” prepared by John Joseph Riordan, David Thompson, Valentine Cotzee of DRA Pacific and Mr. Stewart Nupen of The Mineral Corporation, effective February 4, 2020.

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| Management’s Discussion and Analysis |

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Outlook

The Company continues to believe that the growing demand for lithium-ion batteries will continue to drive demand for lithium products and that the domestic market for lithium products will be under supplied for many years to come. The uranium market is equally compelling with persistent supply/demand imbalance, improving price environment and continuing steady demand growth. These situations position the Company well should the Company be able to raise the required capital to continue its exploration and development efforts with the goal of successfully developing commercially viable lithium and uranium deposits.

With large lithium and uranium resources, strategically located in Nevada and Peru, the Company believes that it is well positioned to benefit from growing demand for sustainable, domestically sourced supplies of lithium and the need for clean/green baseload energy that can only be answered with nuclear energy as a large part of the Global energy mix.

Selected Quarterly Information

The following financial information is derived from the Company’s financial statements for the three and nine ended November 30, 2022 and 2021, has been prepared in accordance with IFRS and is presented in Canadian dollars, unless otherwise indicated:

	For the three months ended<br><br> <br>November 30,		For the nine months ended<br><br> <br>November 30,
	2022	2021	2022	2021
	$	$	$	$
Revenues	-	-	-	-
General and administrative expenses	(6,582,866)	(4,855,050)	(26,846,538)	(16,866,745)
Loss	(5,508,459)	(4,830,147)	(25,475,302)	(16,841,785)
Comprehensive loss	(5,436,973)	(5,025,637)	(25,139,717)	(16,987,728)
Basic and diluted loss per common share	(0.03)	(0.03)	(0.12)	(0.10)
Working capital	36,058,791	57,866,339	36,058,791	57,866,339
Total assets	183,914,633	198,522,950	183,914,633	198,522,950
Total liabilities	2,362,560	5,583,940	2,362,560	5,583,940

As at November 30, 2022, the Company had not yet achieved profitable operations and has accumulated losses of $106,666,359 (February 28, 2022 - $81,282,105) since inception. The basic and diluted loss per share for the nine months ended November 30, 2022 and 2021 were $0.12 and $0.10, respectively.

The Company’s future financial success will be dependent upon the ability to obtain necessary financing to complete the development of reserves or the discovery and development of a body of commercial ore. Such discovery and development may take years, if at all, to complete and the amount of resulting income, if any, is impossible to determine.

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| Management’s Discussion and Analysis |

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Summary of Quarterly Results

The following table sets out selected quarterly financial information for each of the eight recently completed quarters. The financial information has been reported in accordance with IFRS and is presented in Canadian dollars, unless otherwise indicated.

	Nov 30, 2022	Aug 31, 2022	May 31, 2022	Feb 28, 2022
	$	$	$	$
Total assets	183,914,633	188,910,671	190,560,026	193,493,125
Total liabilities	2,362,560	4,341,810	3,207,677	2,691,682
Working capital	36,058,791	39,090,026	51,751,125	55,121,866
Revenues	-	-	-	-
Net loss	(5,508,459)	(11,043,199)	(8,923,644)	(6,704,975)
Comprehensive loss	(5,436,973)	(10,709,964)	(8,992,780)	(6,710,147)
Loss per share	(0.03)	(0.05)	(0.04)	(0.03)
	Nov 30, 2021	Aug 31, 2021	May 31, 2021	Feb 28, 2021
	$	$	$	$
Total assets	198,522,950	146,072,096	148,430,664	17,189,542
Total liabilities	5,583,940	2,670,633	2,987,656	1,552,695
Working capital	57,866,339	15,589,851	17,640,661	4,812,870
Revenues	-	-	-	-
Net loss	(4,830,147)	(8,917,056)	(3,094,582)	(2,382,777)
Comprehensive loss	(5,025,637)	(8,867,509)	(3,094,582)	(2,382,777)
Loss per share	(0.03)	(0.05)	(0.02)	(0.02)

The Company has not yet earned revenue from any of its mineral properties. If a property is determined to have limited exploration potential the property is abandoned and expenditures are written off to operations.

Variances can be explained as follows:

·	For the quarter ended November 30, 2022, the higher net losses are related to exploration and evaluation<br>costs of $2,370,755 and share-based compensation of $2,071,572.
·	For the quarter ended August 31, 2022, the higher net losses are related to exploration and evaluation<br>costs of $4,879,673, share-based compensation of $2,802,987, and professional fees of $1,031,005.
---	---
·	For the quarter ended May 31, 2022, the higher net losses are related to exploration and evaluation costs<br>of $4,151,536, and share-based compensation of $3,450,754.
---	---
·	For the quarter ended February 28, 2022, the higher net losses are related to exploration and evaluation<br>costs of $2,117,029, and share-based compensation of $3,146,165.
---	---
·	For the quarter ended November 30, 2021, the higher net losses are related to exploration and evaluation<br>costs of $1,237,341, and share-based compensation of $2,630,756.
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·	For the quarter ended August 31, 2021, the higher net losses are related to exploration and evaluation<br>costs of $1,556,915, and share-based compensation of $5,966,020.
---	---
·	For the quarter ended February 28, 2021, the higher net losses are related to significant marketing expenses<br>of $2,103,464, and a write-off of exploration and evaluation assets of $251,133 for the Extinction Ridge Property.
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| Management’s Discussion and Analysis |

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Results of Operations

The following table sets forth selected financial information regarding the Company’s operating and administrative expenses for the three and nine months ended November 30, 2022 and 2021:

	For the three months ended<br><br> <br>November 30,		For the nine months ended<br><br> <br>November 30,
Expenses	2022	2021	2022	2021
	$	$	$	$
Conference and tradeshow	109,818	24,886	226,676	31,083
Consultancy and employment costs	366,692	67,020	849,050	200,495
Depreciation	22,984	5,468	67,974	8,777
Exploration and evaluation expenditures	2,370,755	1,237,341	11,401,964	3,390,944
Finance charge	7,627	34,755	83,482	109,830
Foreign exchange loss (gain)	82,409	(29,914)	479,468	51,714
General and administrative	86,753	52,134	165,221	111,944
Insurance	86,335	31,793	133,167	54,529
Management fees	393,713	331,968	1,222,667	1,965,253
Marketing	159,993	69,986	559,030	590,059
Professional fees	397,850	207,144	1,733,163	739,117
Regulatory and transfer agent fees	381,713	98,920	1,293,375	299,790
Rent	1,225	12,827	31,180	51,827
Share-based compensation	2,071,572	2,630,756	8,325,313	9,142,535
Travel	43,427	79,966	274,808	118,848
	6,582,866	4,855,050	26,846,538	16,866,745

The table below details the significant changes in administrative expenditures for the three months ended November 30, 2022 as compared to the corresponding period ended November 30, 2021:

Expenses	Increase / Decrease in Expenses	Explanation for Change<br><br> <br>****
Exploration and evaluation expenditures	Increase of $1,133,414	Increased due to increase in exploration activities during the period.
Share-based compensation	Decrease of $559,184	Decreased due to value of RSUs and value of options vested were lower than in the prior period.

The table below details the significant changes in administrative expenditures for the nine months ended November 30, 2022 as compared to the corresponding period ended November 30, 2021:

Expenses	Increase / Decrease in Expenses	Explanation for Change<br><br> <br>****
Consultancy and employment costs	Increase of $648,555	Increased due to engaging new consultants and employees.
Exploration and evaluation expenditures	Increase of $8,011,020	Increased due to increase in exploration activities during the period.
Management fees	Decrease of $742,586	Decreased due to additional sign-on bonuses paid in the prior period.
Professional fees	Increase of $994,046	Increased due to legal fees incurred for OSC settlement.
Regulatory and transfer agent fees	Increase of $993,585	Increased due to payments for OSC settlement.
Share-based compensation	Decrease of $817,222	Decreased due to value of RSUs and value of options vested were lower than in the prior period.

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| Management’s Discussion and Analysis |

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Cash Flows

Net cash used in operating activities for the nine months ended November 30, 2022 was $16,702,348 (November 30, 2021 - $6,879,657). The cash used consisted primarily of operating expenses, including exploration and evaluation expenditures of $11,401,964 (November 30, 2021 - $3,390,944), net of non-cash expenditures and a net change in non-cash working capital, detailed in the statement of cash flows.

During the nine months ended November 30, 2022, cash provided by investing activities was $11,672,860 (November 30, 2021 – $114,930) for exploration and evaluation assets expenditures and purchases of equipment.

During the nine months ended November 30, 2022, cash provided by financing activities was $1,865,879 (November 30, 2021 – $59,832,615). The Company received proceeds of $2,547,229 (November 30, 2021 – $3,131,708) in connection with the exercise of stock options and $382,805 (November 30, 2021 – $10,129,642) in connection with the exercise of warrants. In addition, the Company repaid long term debt of $1,051,075 (November 30, 2021 – $401,512).

The Company’s cash decreased by $2,792,946 from $19,698,762 at February 28, 2022 to $16,905,816 at November 30, 2022, in addition the Company held $20,283,294 in term deposits at November 30, 2022.

Liquidity and Capital Resources

The Company’s liquidity and capital resources at the following dates are as follows:

	November 30, 2022	February 28, 2022
	$	$
Cash and cash equivalents	16,905,816	19,698,762
Term deposits	20,283,294	36,156,956
Amounts receivable	265,481	205,718
Prepaid expenses and deposits	795,945	923,875
Accounts payables and accrued liabilities	(2,119,634)	(1,512,029)
Current portion of long-term debt	-	(287,779)
Current portion of lease liabilities	(72,111)	(63,637)
Working capital	36,058,791	55,121,866

The Company has no revenue-generating operations from which it can internally generate funds and therefore has been incurring losses since inception. The Company has financed its operations and met its capital requirements primarily through the sale of capital stock by way of private placements and the subsequent exercise of share purchase warrants issued in connection with such private placements and the exercise of stock options. When acquiring interests in resource properties through purchase or option, the Company issues common shares or a combination of cash and shares to the vendors of the property as consideration for the property in order to conserve its cash. The Company expects that it will continue to operate at a loss for the foreseeable future and will require additional financing to fund the development of its existing properties and the acquisition of potential resource properties.

As at November 30, 2022, the Company had working capital of $36,058,791 (February 28, 2022 – $55,121,866). During the nine months ended November 30, 2022, the Company’s cash position decreased by $2,792,946, compared to an increase of $52,921,944 during the nine months ended November 30, 2021. The decrease in the current period was mainly due to funding operating expenses and exploration activities, exploration and evaluation asset expenditures of $4,600,811, and repayment of long-term debt of $1,051,075, which was partially offset by proceeds from warrants exercised of $382,805 and stock options exercised of $2,547,229. The increase in the prior period was mainly due to proceeds from net share issuance of $50,038,700, warrants exercised of $10,129,642, stock options exercised of $3,131,708, and cash acquired from acquisition of $3,662,792, which was partially offset by share issuance costs of $2,863,694, repayment of note payable of $200,000, restricted cash of $3,250,000, cash paid for acquisition of $276,549, and funding operating expenses and exploration activities.

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| Management’s Discussion and Analysis |

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Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements.

Risk Factors

The Company is in the business of acquiring, exploring and, if warranted, developing and exploiting mineral properties. Due to the nature of the Company’s business and the present stage of exploration of its mineral properties (which are primarily early-stage exploration properties with no established reserves), the following risk factors will apply:

COVID-19 Pandemic: In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to mutate and spread, together with related public health developments, has adversely affected workforces, customers, economies, and financial markets globally, and could potentially lead to further economic downturn. It has disrupted the normal operations of many businesses, including the Company’s, slowing progress on drilling, permitting and resolution of legal matters. This outbreak could decrease spending and adversely affect and harm our business and results of operations. Due to the unpredictable progress of the disease and its mutations, it is not possible for the Company to reliably assess or quantify the duration or magnitude of the possible adverse results which might yet impact the Company’s business or results of operations at this time.

Resource Exploration and Development is Generally a Speculative Business: Resource exploration and development is a speculative business and involves a high degree of risk, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in size or too metallurgically challenging to return a profit from production. The marketability of natural resources that may be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations, the proximity and capacity of natural resource markets, government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital. The great majority of exploration projects do not result in the discovery of commercially mineable deposits of ore.

Title to Property: The acquisition of title to resource properties is a detailed and time-consuming process. The Company may acquire an interest in its properties through land use permits. Title to, and the area of, the properties may be disputed. There is no guarantee that such title will not be challenged or impaired. There may be challenges to the title of the property in which the Company may have an interest, including concessions which, if successful, could result in the loss or reduction of the Company's interest in the property, including the Peru concessions. As noted under the Cautionary Note RegardingConcessions in this MD&A, thirty-two of the 151 concessions held by American Lithium’s subsidiary Macusani, are currently subject to the Processes in Peru to overturn resolutions issued by INGEMMET and the Mining Council of MINEM in February 2019 and July 2019, respectively, which declared Macusani’s title to the 32 of the concessions invalid due to late receipt of the annual validity payment. Macusani successfully applied for injunctive relief on 32 concessions in a Court in Lima, Peru, and the grant of the Precautionary Measures (Medida Cautelar) has restored the title, rights and validity of those 32 concessions to Macusani until a final decision is obtained in at the last stage of the judicial process. On November 2, 2021, the Company was made aware that the judicial ruling in relation to those 32 concessions has been issued in favour of the Company. The ruling restored full title to these concessions. On November 25, 2021, the Company confirmed that appeals of the judicial ruling were lodged by INGEMMET and MINEM. The appeal will be considered by a higher court tribunal in due course and is anticipated to be heard in early 2023. If American Lithium’s subsidiary Macusani does not obtain a successful resolution of Processes, Macusani’s title to the 32 concessions could be revoked.

Potential conflicts of interest: Certain of the Company’s directors and officers may serve as directors and/or officers of other public and private companies and devote a portion of their time to manage other business interests. This may result in certain conflicts of interest, to the extent that such other companies may participate in ventures in which the Company is also participating. The laws of British Columbia require the directors and officers to act honestly, in good faith, and in the best interests of the Company. In addition, each director must declare his or her interest and abstain from voting on any contract or transaction in which the director may have a conflict of interest.

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| Management’s Discussion and Analysis |

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Permits and Licenses: The operations of the Company will require licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects.

Mining Industry is Intensely Competitive: The Company’s business will be the acquisition, exploration and development of resource properties. The mining industry is intensely competitive, and the Company will compete with other companies that have far greater resources.

Environmental Matters: Existing and possible future environmental legislation, regulations and actions could cause significant expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted, and which may well be beyond the capacity of the Company to fund. The Company’s right to exploit any mining properties will be subject to various reporting requirements and to obtaining certain government approvals and there can be no assurance that such approvals, including environment approvals, will be obtained without inordinate delay or at all.

Foreign operations: The Company is exposed to risks of political instability and changes in government policies, laws and regulations in Peru. The Company holds mineral interests in the Republic of Peru that may be adversely affected in varying degrees by political instability, government regulations relating to the mining industry and foreign investment therein, and the policies of other nations in respect of Peru. Any changes in regulations (including, without limitation, the New Uranium Regulations) or shifts in political conditions are beyond the Company’s control and may adversely affect the Company’s business. New laws, regulations and requirements may be retroactive in their effect and implementation. The Company’s operations may be affected in varying degrees by government regulations, including those with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, employment, land use, water use, environmental legislation and mine safety. The Company's operations may also be adversely affected in varying degrees by government regulations, including those with respect to restrictions on foreign ownership, state-ownership of strategic resources, production, price controls, export controls, income taxes, expropriation of property, employment, land use, water use, environmental legislation, and mine safety. There is no assurance that permits can be obtained, or that delays will not occur in obtaining all necessary permits or renewals of such permits for existing properties or additional permits required in connection with future exploration and development programs. In the event of a dispute arising at the Company’s foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. The Company may also be hindered or prevented from enforcing its rights with respect to a government entity or instrumentality because of the doctrine of sovereign immunity. Government authorities in emerging market countries often have a high degree of discretion and at times may appear to act selectively or arbitrarily, and sometimes in a manner that may not be in full accordance with the rule of law or that may be influenced by political or commercial considerations. Unlawful, selective or arbitrary governmental actions could include denial or withdrawal of licenses, sudden and unexpected tax audits, and civil actions. Although unlawful, selective or arbitrary government action may be challenged in court, such action, if directed at the Company or its shareholders, could have a material adverse effect on the Company’s business, results of operations, financial condition and future prospects.

Since December 2022, Peru has experienced an increased level of civil unrest and political protests. Civil unrest has led to disruptions in the ability of foreign nationals to travel to and from Peru, and has limited the ability of the Company to ensure the safety of personnel visiting operations in Peru. On-ground exploration work in Peru has been suspended due to protests and unrest in the Puno region near the projects. The Company’s cessation of exploration activities was supported by the local communities, all of which are not protesting but do not wish to become targets of the protests. The Company continues to closely monitor the situation and will only resume exploration activities once it is safe to do so for all employees, contractors and community members.

| 34 |

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| Management’s Discussion and Analysis |

| --- |

Fluctuation of Metal Prices: Even if commercial quantities of mineral deposits are discovered by the Company, there is no guarantee that a profitable market will exist for the sale of the metals produced. Factors beyond the control of the Company may affect the marketability of any substances discovered. The prices of various metals have experienced significant movement over short periods of time and are affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The supply of and demand for metals are affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any mineral deposit will be such that any of its resource properties could be mined at a profit***.***

No Assurance of Profitability: The Company has no history of earnings and, due to the nature of its proposed business, there can be no assurance that the Company will ever be profitable. The Company has not paid dividends on its shares and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Company is from the sale of its common shares or, possibly, the sale or optioning of a portion of its interest in its resource properties. Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists. While the Company may generate additional working capital through further equity offerings or through the sale or possible syndication of its properties, there can be no assurance that any such funds will be available on favourable terms, or at all. At present, it is impossible to determine what amounts of additional funds, if any, may be required. Failure to raise such additional capital could put the continued viability of the Company at risk.

Financing Risks: The Company has no source of operating cash flow and has no assurance that additional funding will be available to it for further exploration and development of its projects. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties.

Financial Resources: The nature of the development of the Company’s properties will depend upon the Company’s ability to obtain financing through the joint venturing of projects, private placement financing, public financing or other means. There can be no assurance that the Company will be successful in obtaining the required financing. Failure to raise the required funds could result in the Company losing, or being required to dispose of, its interest in its properties. In particular, failure by the Company to raise the funding necessary to maintain in good standing its various option agreements could result in the loss of its rights to such properties.

Dependence Upon Others and Key Personnel: The success of the Company’s operations will depend upon numerous factors, many of which are beyond the Company’s control, including (i) the ability to design and carry out appropriate exploration programs on its resource properties; (ii) the ability to produce minerals from any resource deposits that may be located; (iii) the ability to attract and retain additional key personnel in exploration, marketing, mine development and finance; and (iv) the ability and the operating resources to develop and maintain the properties held by the Company. These and other factors will require the use of outside suppliers as well as the talents and efforts of the Company and its consultants and employees. There can be no assurance of success with any or all of these factors on which the Company’s operations will depend, or that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities.

Estimates of mineral resources may prove to be inaccurate. Calculations of mineral resources, mineral reserves and metal recovery are estimates only, and there can be no assurance about the quantity and grade of minerals until reserves or resources are actually mined. Until reserves or resources are mined and processed, the quantity of reserves or resources and grades must be considered as estimates only. In addition, the quantity of reserves or resources may vary depending on commodity prices. Any material change in the quantity of resources, grade or stripping ratio or recovery rates may adversely affect the economic viability of the Projects and the Company's financial condition and prospects.

| 35 |

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| Management’s Discussion and Analysis |

| --- |

Government Regulation: The Company’s business interests and operations are subject to the laws and regulations of the jurisdictions in which the Company operates. These laws and regulations are wide-ranging and oversee social license, exploration, development, taxes, employee labour standards, health and safety, environmental protection, human rights, anticorruption measures and matters related to later stage operating companies including but not limited to production, exports, waste disposal and tailings management, safe handling of toxic substances, water usage and greenhouse gases. Compliance with such laws and regulations increases the costs of planning, designing, drilling, developing, constructing, operating, managing, closing, reclaiming and rehabilitating a mine or other facilities. Introduction of new laws, amendments to current laws and regulations governing mining activities and operations or more stringent implementation or arbitrary interpretation thereof could have a material adverse effect on the Company, increase costs, cause a reduction in levels of production and delay or prevent the development of the Company’s projects. Regulatory enforcement, in the form of compliance or infraction notices, has occurred in the past and, while the current risks related to such enforcement are not expected to be material, the risk of material fines or corrective action cannot be ruled out in the future.

Uninsured or Uninsurable Risks: The Company may become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Company’s perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.

Exploration and development activities are inherently risky: The business of exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. Unusual or unexpected formations, formation pressures, power outages, labour disruptions, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the conduct of exploration programs. These factors can all affect the timing, cost and success of exploration programs and any future development. Although the Company carries liability insurance with respect to its exploration operations, the Company may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards against which it cannot insure or against which it may elect not to insure.

Previous operations may have caused environmental damage at certain of the Company's properties. It may be difficult or impossible to assess the extent to which such damage was caused by the Company or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective, and the Company may be responsible for the costs of reclamation.

Price Fluctuations and Share Price Volatility: In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered development stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual and extreme fluctuations in price will not occur.

Rights or claims of indigenous groups. The Company’s properties may be located in areas presently or previously inhabited or used by indigenous peoples and may be affected by evolving regulations regarding the rights of indigenous peoples. The Company’s operations are subject to national and international laws, codes, resolutions, conventions, guidelines and other similar rules respecting the rights of indigenous peoples, including the provisions of ILO Convention 169. ILO Convention 169 mandates, among other things, that governments consult with indigenous peoples who may be impacted by mining projects prior to granting rights, permits or approvals in respect of such projects. The Company's current or future operations are subject to a risk that one or more groups of indigenous people may oppose continued operation, further development, or new development on those projects or operations on which the Company holds an interest. Such opposition may be directed through legal or administrative proceedings or protests, roadblocks or other forms of public expression against the Company or the owner/operators' activities and may require the modification of, or preclude operation or development of projects, or may require the entering into of agreements with indigenous people.

| 36 |

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| Management’s Discussion and Analysis |

| --- |

Surface Rights and Access: Although the Company acquires the rights to some or all of the minerals in the ground subject to the tenures that it acquires, or has a right to acquire, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities, however, the enforcement of such rights can be costly and time consuming. In areas where there are no existing surface rights holders, this does not usually cause a problem, as there are no impediments to surface access. However, in areas where there are local populations or landowners, it is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface and conduct mining activities, the Company will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out mining activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdictions. The Company’s properties are primarily located on land administered by the United States Bureau of Land Management, and access is permitted subject to the completion of certain filings, tax payments and other obligations as are customary for mineral exploration companies operating in the State of Nevada.

If any of the Company's properties move to a development stage, the Company would be subject to additional risks respecting any development and production activities.

No known mineral reserves. Despite exploration work on the Company’s mineral property interests, to date no mineral reserves have been established thereon. In addition, the Company is still engaged in exploration on all of its material properties in order to determine if any economic deposits exist thereon. The Company may expend substantial funds in exploring some of its properties only to abandon them and lose its entire expenditure on the properties if no commercial or economic quantities of minerals are found. Even if commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production. Finding mineral deposits is dependent on a number of factors, including the technical skill of exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are the particular attributes of the deposit, such as content of the deposit including harmful substances, size, grade and proximity to infrastructure, as well as metal prices and the availability of power and water in sufficient supply to permit development. Most of these factors are beyond the control of the entity conducting such mineral exploration. The Company is an exploration and development stage company with no history of pre-tax profit and no income from its operations. There can be no assurance that the Company’s operations will be profitable in the future. There is no certainty that the expenditures to be made by the Company in the exploration and development of its properties will result in discoveries of mineralized material in commercial quantities. Most exploration projects do not result in the discovery of commercially mineable deposits and no assurance can be given that any particular level of recovery of mineral reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) mineral deposit which can be legally and economically exploited. There can be no assurance that minerals recovered in small scale tests will be duplicated in large scale tests under on-site conditions or in production. If the Company is unsuccessful in its exploration and development efforts, it may be forced to acquire additional projects or cease operations.

Climate change risks. The Company acknowledges climate change as an international and community concern, and it supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. However, in addition to voluntary actions, governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, the Company expects that this could result in increased costs at its operations in the future.

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| Management’s Discussion and Analysis |

| --- |

Litigation risk. In the ordinary course of the Company’s business, it may become party to new litigation or other proceedings in local or international jurisdictions in respect of any aspect of its business, whether under criminal law, contract or otherwise. The causes of potential litigation cannot be known and may arise from, among other things, business activities, employment matters, including compensation issues, environmental, health and safety laws and regulations, tax matters, volatility in the Company’s stock price, failure to comply with disclosure obligations or labour disruptions at its project sites. Regulatory and government agencies may initiate investigations relating to the enforcement of applicable laws or regulations and the Company may incur expenses in defending them and be subject to fines or penalties in case of any violation and could face damage to its reputation. The Company may attempt to resolve disputes involving foreign contractors/suppliers through arbitration in another county and such arbitration proceedings may be costly and protracted, which may have an adverse effect on the Company’s financial condition. Litigation may be costly and time-consuming and can divert the attention of management and key personnel from the Company’s operations and, if adjudged adversely to the Company, may have a material and adverse effect on the Company’s cash flows, results of operations and financial condition. In May 2021, the Ontario Securities Commission (“OSC”) issued a Notice of Hearing and Statement of Allegations to Plateau and two of its officers (collectively, the “Executives”), commencing regulatory proceedings to consider whether Plateau met obligations related to continuous disclosure, associated filings and related activities with respect to the status of Plateau’s title to 32 mineral concessions in Peru. In November 2022, Plateau and the Executives concluded a settlement with the OSC and the matter is now closed. In addition, proceeds from a directors & officers insurance claim recouped a portion of the legal fees associated with these proceedings.

Costs of land reclamation. It is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with the properties in which the Company holds an interest. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine. Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities. Such costs may have a material adverse impact upon the financial condition and results of operations of the Company.

Foreign currency risk: The Company and its subsidiaries incur significant purchases denominated in currencies other than the presentation currency, the Canadian dollar, and are subject to foreign currency risk on assets and liabilities denominated in currencies other than the Canadian dollar. Exploration expenditures are transacted in United States Dollars, Peruvian New Soles and Australian Dollars, and the Company is exposed to risk of exchange rate fluctuation between the Canadian dollar and these currencies. The Company does not hedge the foreign currency balances.

Corruption and bribery laws. The Company’s operations are governed by, and involve interactions with, many levels of government in other countries. The Company is required to comply with anti-corruption and anti-bribery laws, including the Criminal Code, and the Corruption of Foreign Public Officials Act (Canada), as well as similar laws in the countries in which the Company conducts its business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Measures that the Company has adopted to mitigate these risks are not always effective in ensuring that the Company, its employees or third-party agents will comply strictly with such laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. If the Company finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Company resulting in a material adverse effect on the Company’s reputation and results of its operations.

| 38 |

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| Management’s Discussion and Analysis |

| --- |

Related Party Transactions

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.

	For the nine months ended <br>November 30,
	2022
			$
Exploration and evaluation expenditures		254,242	-
Management fees		1,222,667	1,965,254
Share-based compensation		4,419,070	5,051,616
		5,895,979	7,016,870

All values are in US Dollars.

During the nine months ended November 30, 2022, the Company entered into the following transactions with key management personnel:

(a)	Incurred exploration and evaluation expenditures of $254,242 (November 30, 2021 - $nil) and management<br>fees of $225,000 (November 30, 2021 - $573,588) to Colibri Mining North, a company controlled by Laurence Stefan, the President and COO<br>of the Company. As at November 30, 2022, the Company owed $25,000 (February 28, 2022 - $94,750) to Colibri Mining North for unpaid exploration<br>and evaluation expenditures
(b)	Incurred management fees of $226,250 (November 30, 2021 - $380,000) to Ailsa Craig Capital Ltd., a company<br>controlled by Simon Clarke, the CEO and director of the Company. As at November 30, 2022, the Company owed $nil (February 28, 2022 - $12,349)<br>to Simon Clarke for expense reimbursement.
---	---
(c)	Incurred management fees of $157,000 (November 30, 2021 - $249,046) to 1765271 Ontario Inc., a company<br>controlled by Philip Gibbs, the CFO of the Company. As at November 30, 2022, the Company owed $19,775 (February 28, 2022 - $23,932) to<br>1765271 Ontario Inc. for unpaid management fees.
---	---
(d)	Incurred management fees of $157,000 (November 30, 2021 - $325,000) to Bowering Projects Ltd., a company<br>controlled by Andrew Bowering, the Chairman of the Company. As at November 30, 2022, the Company owed $1,567 (February 28, 2022 - $18,375)<br>for unpaid management fees and recorded prepaid expenditures of $3,350 (February 28, 2022 - $nil) to Bowering Projects Ltd. for expense<br>reimbursement.
---	---

(e)	Incurred management fees of $171,000 (November 30, 2021 - $225,544) to TKLD Geological Inc., a company<br>controlled by Ted O’Connor, a director and executive VP of the Company. As at November 30, 2022, the Company owed $33,401 (February<br>28, 2022 - $24,658) to TKLD Geological Inc. for unpaid management fees.
(f)	Incurred management fees of $105,000 (November 30, 2021 - $nil) to Paul Charlish, the VP of Finance and<br>Corporate Secretary of the Company.
---	---
(g)	Incurred management fees of $112,500 (November 30, 2021 - $nil) to Graham Ballachey, the VP of Engineering<br>of the Company. As at November 30, 2022, the Company owed $13,479 (February 28, 2022 - $nil) to Graham Ballachey for unpaid management<br>fees.
---	---
(h)	Incurred management fees of $37,500 (November 30, 2021 - $20,000) to George Binninger, for services as<br>a director of the Company.
---	---
(i)	Incurred management fees of $22,917 (November 30, 2021 – $nil) to Claudia Tornquist for services<br>as a director of the Company.
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| Management’s Discussion and Analysis |

| --- | | (j) | Incurred management fees of $7,500 (November 30, 2021 – $nil) to Carsten Korch for services as a director of the Company. As at November 30, 2022, the Company owed $7,500 (February 28, 2022 - $nil) to Carsten Korch for unpaid management fees. | | --- | --- | | (k) | Incurred management fees of $nil (November 30, 2021 - $192,076) to Subsurface Strategies, a company controlled by Michael Kobler, the former General Manager, US Operations of the Company. As at November 30, 2022, the Company owed $nil (February 28, 2022 - $19,047) to Subsurface Strategies for unpaid management fees. | | --- | --- |

Critical Accounting Estimates

In the application of the Company’s accounting policies, management is required to make judgments, apart from those requiring estimates, in applying accounting policies. The most significant estimate applying to the Company’s financial statements include:

·	the estimates and assumptions used in the determination of the measurement of the share-based payments.

The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Revisions to estimates are adjusted prospectively in the period in which the estimates are revised.

Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include the recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments, the recoverability and measurement of deferred tax assets, provisions for restoration and environmental obligations and contingent liabilities.

Financial Instruments and Risk Management

Fair value of financial instruments

The Company classifies the fair value of these financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument:

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| Management’s Discussion and Analysis |

| --- |

The Company’s financial instruments are exposed to the following risks:

Credit Risk

Liquidity Risk

Foreign Exchange Risk

Interest Rate Risk

Commodity Price Risk

During the nine months ended November 30, 2022, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.

Capital Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its mineral properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders, to maintain creditworthiness and to maximize returns for shareholders over the long term. The Company does not have any externally imposed capital requirements to which it is subject. As the Company is in the exploration stage, its principal source of funds is from the issuance of common shares. The Company includes the components of shareholders’ equity in its management of capital.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares to raise cash and obtain bridging loans from related parties. The Company’s investment policy is to invest its cash in investment instruments in financial institutions with terms to maturity selected with regards to the expected time of expenditures from continuing operations.

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| Management’s Discussion and Analysis |

| --- |

There were no changes in the Company’s management of capital during the nine months ended November 30, 2022.

Outstanding Share Data

As at the date of this report:

a)	Authorized: unlimited common shares without par value.
b)	Issued and outstanding: 210,391,603 common shares.
---	---
c)	Outstanding stock options:
---	---
Number of options outstanding	Number of options exercisable	Exercise price<br><br> <br>$	Expiry date
---	---	---	---
246,858	246,858	3.31	January 9, 2023
600,000	600,000	0.31	February 9, 2023
125,000	125,000	0.35	June 29, 2023
145,000	145,000	3.93	August 17, 2023
195,750	195,750	2.24	April 23, 2024
200,000	200,000	0.25	February 4, 2025
2,051,667	2,051,667	1.28	September 17, 2025
63,115	63,115	1.03	December 9, 2025
6,299,335	6,299,335	2.17	June 10, 2026
500,000	500,000	1.81	August 25, 2026
1,750,000	1,166,667	3.63	February 16, 2027
100,000	50,000	2.74	June 29, 2027
250,000	125,000	1.91	July 4, 2027
150,000	37,500	2.14	October 4, 2027
12,676,725	11,805,892
d)	Outstanding warrants:
---	---
Number of warrants	Exercise price<br><br> <br>$	Expiry date
---	---	---
6,440,500	4.000	November 3, 2023
2,696,125	3.000	April 29, 2024
295,125	3.000	April 29, 2024
19,512,253	3.000	May 11, 2024
28,944,003

Included in the table below are Plateau warrants, which can be exercised at a fixed ratio of 0.29 for the Company’s common share and at a fixed ratio of 0.145 for the Company’s warrant exercisable until May 11, 2024 at $3.00.

Number of warrants	Exercise price<br><br> <br>$	Number of share issuable	Expiry date
1,375,287	0.40	398,833	April 27, 2024
836,210	0.40	242,501	May 12, 2024
109,324	0.40	31,704	May 12, 2024
17,322	0.40	5,023	May 13, 2024
2,338,143		678,061

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| Management’s Discussion and Analysis |

| --- | | e) | Restricted Stock Unit (“RSU”): | | --- | --- | | Number of RSUs | Number of RSUs vested | | --- | --- | | 2,900,000 | - | | 225,000 | - | | 150,000 | - | | 3,275,000 | - |

Other MD&A Requirements

Additional information relating to the Company may be found on SEDAR at www.sedar.com including, but not limited to:

·	the Company’s condensed interim consolidated financial statements for the three and nine months<br>ended November 30, 2022 and 2021; and
·	the Company’s audited consolidated financial statements for the years ended February 28, 2022 and<br>2021.
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This MD&A has been approved by the Board on January 26, 2023.

Exhibit 99.3

Form 52-109FV2

Certification of Interim Filings - Venture Issuer Basic Certificate

I, Simon Clarke, Chief Executive Officer of American Lithium Corp., certify the following:

1.	Review: I have reviewed the interim<br> financial report and interim MD&A (together, the “interim filings”) of American Lithium Corp. (the “issuer”) for the interim period ended November 30, 2022.
2.	No misrepresentations: Based<br> on my knowledge, having exercised reasonable diligence, the interim filings do not contain<br> any untrue statement of a material fact or omit to state a material fact required to be stated<br> or that is necessary to make a statement not misleading in light of the circumstances under<br> which it was made, with respect to the period covered by the interim filings.
---	---
3.	Fair presentation: Based on my<br> knowledge, having exercised reasonable diligence, the interim financial report together with<br> the other financial information included in the interim filings fairly present in all material<br> respects the financial condition, financial performance and cash flows of the issuer, as<br> of the date of and for the periods presented in the interim filings.
---	---

DATE: January 27, 2023

“Simon Clarke”
Simon Clarke<br><br> Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to<br> provide reasonable assurance that information required to be disclosed by the issuer in its<br> annual filings, interim filings or other reports filed or submitted under securities legislation<br> is recorded, processed, summarized and reported within the time periods specified in securities<br> legislation; and
ii)	a process to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with the issuer’s GAAP.
---	---

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.4

Form 52-109FV2

Certification of Interim Filings - Venture Issuer Basic Certificate

I, Philip Gibbs, Chief Financial Officer of American Lithium Corp., certify the following:

1.	Review: I have reviewed the interim<br> financial report and interim MD&A (together, the “interim filings”) of American Lithium Corp. (the “issuer”) for the interim period ended November 30, 2022.
2.	No misrepresentations: Based<br> on my knowledge, having exercised reasonable diligence, the interim filings do not contain<br> any untrue statement of a material fact or omit to state a material fact required to be stated<br> or that is necessary to make a statement not misleading in light of the circumstances under<br> which it was made, with respect to the period covered by the interim filings.
---	---
3.	Fair presentation: Based on my<br> knowledge, having exercised reasonable diligence, the interim financial report together with<br> the other financial information included in the interim filings fairly present in all material<br> respects the financial condition, financial performance and cash flows of the issuer, as<br> of the date of and for the periods presented in the interim filings.
---	---

DATE: January 27, 2023

“Philip Gibbs”
Philip Gibbs<br><br> Chief Financial Officer

NOTE TO READER

i)	controls and other procedures designed to<br> provide reasonable assurance that information required to be disclosed by the issuer in its<br> annual filings, interim filings or other reports filed or submitted under securities legislation<br> is recorded, processed, summarized and reported within the time periods specified in securities<br> legislation; and
ii)	a process to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with the issuer’s GAAP.
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