Three Sixty Solar Ltd entered into a non-binding letter of intent to acquire Liberty One Lithium Corp. (TSXV:LBY) in a reverse merger transaction on October 27, 2021. Three Sixty Solar Ltd entered into a binding amalgamation agreement to acquire Liberty One Lithium Corp. in a reverse merger transaction on February 10, 2022. Pursuant to the amalgamation the shareholders of Three Sixty will receive common shares of the Liberty One Shares exchange for their common shares of Three Sixty. Upon completion of the amalgamation, Liberty is expected to have approximately 27 million shares issued and outstanding based on the current capital structure of Three Sixty and Liberty, together with the anticipated concurrent financing shares, with the current shareholders of Three Sixty ending up holding approximately 72% of the issued shares of Liberty One. The resulting company intends to voluntarily de-list from the TSX-V and will apply for a listing on the NEO Exchange. Liberty One Moves to the NEO Exchange, delists from the TSX Venture Exchange and consolidates shares. Post-closing, Liberty One Lithium Corp. will change its name to “Three Sixty Solar Ltd.” or such other name as may be agreed upon the parties.

The letter of Intent also contemplates other material conditions precedent to the closing of the transaction, including customary due diligence, receipt of all necessary regulatory, corporate and third-party approvals, compliance with all applicable regulatory requirements, and all requisite board of Directors and approvals of shareholder of Three Sixty Solar Ltd and Liberty One Lithium Corp. being obtained. As a condition to the closing of the transaction, Three Sixty is required to complete a brokered financing (the “Financing”) which has been adjusted to a minimum financing of CAD 2 million. The special meeting of Liberty One Lithium shareholders is expected to be held on May 18, 2022. As of May 18, 2022, the transaction was approved by Liberty One Lithium shareholders. Shareholders of Three Sixty Solar Ltd. have also approved the Transaction. The completion of the reverse takeover is also subject to regulatory approval and is intended to be completed during the first quarter of 2022. AST Trust Company (Canada) acted as transfer agent and registrar to Liberty One Lithium Corp. Endeavor Trust Corporation acted as transfer agent and registrar to Three Sixty Solar Ltd.

Three Sixty Solar Ltd completed the acquisition of Liberty One Lithium Corp. (TSXV:LBY) for CAD 15.5 million in a reverse merger transaction on August 4, 2022. Upon completion of the transaction, the company changed its name from “Liberty One Lithium Corp.” to “Three Sixty Solar Ltd.” Trading of the common shares of the Company remains halted on the NEO pending completion of the listing requirements of the NEO. On August 4, 2022, the previously announced brokered offering of financing warrants raising gross proceeds of CAD 1,996,000. In consideration for the RTO, Liberty One Lithium Corp. issued a total of 19,413,447 common shares of the to shareholders of Three Sixty Solar. Desmond Balakrishnan of McMillan LLP acted as legal advisor and Endeavor Trust Corporation acted as transfer agent to Liberty One Lithium Corp. while Virgil Hlus of Clark Wilson LLP acted as legal advisor to Three Sixty Solar.