SUPERIOR COURT(Commercial division)

CANADAPROVINCE OF QUEBECDISTRICT OF MONTREALN° 500-11-047560-145

IN THE MATTER OF THE PLAN OF COMPROMISE OR ARRANGEMENT OF :

QUEBEC LITHIUM INC.

Debtor/Respondent

QLI METAUX INC.RB ENERGY INC.SIROCCO MINING INC.

Debtors-and-

KPMG INC.

Monitor

-and-

CATERPILLAR FINANCIAL SERVICES LTD, a corporation having a place of business at 3457Superior Court, Unit 2-3457, Oakville, Ontario

Petitioner

MOTION TO LIFT THE STAY OF PROCEEDINGS, TO TERMINATE CERTAIN LEASECONTRACTS AND TO REPOSSESS CERTAIN ASSETS OF THE PETITIONER IN

POSSESSION OF THE DEBTOR QUEBEC LITHIUM INC.(Sections 11 and 11.01 of the Companies' Creditors Arrangement Act)

TO THE HONOURABLE JUSTICE MARTIN CASTONGUAY, J.S.C., OR TO ONE OF THEHONOURABLE JUDGES OF THE SUPERIOR COURT, SITTING IN COMMERCIALDIVISION, IN AND FOR THE JUDICIAL DISTRICT OF MONTREAL, THE PETITIONERRESPECTFULLY SUBMITS THE FOLLOWING:

I. BACKGROUND

1. On October 14, 2014, the Honourable Justice Martin Castonguay, J.S.C., issued a limitedstay order followed by an Amended and Restated Initial Order on October 15, 2014, andfollowed by a Second Amended and Restated Initial Order on October 29, 2014 (the"Initial Order") pursuant to the Companies' Creditors Arrangement Act (the "CCAA") in

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respect of Quebec Lithium Inc. ("QLI"), QLI Metaux Inc. ("QLlM"), RB Energy Inc. ("RBE")and Sirocco Mining Inc. ("Sirocco", together with QLI, QLlM and RBE, the "Debtors"), asmore fully appears from the Court record;

2. Pursuant to the Initial Order, KPMG Inc. (the "Monitor") was appointed monitor of theDebtors and a stay of proceedings (the "Stay of proceedings") was granted in favor ofthe Debtors until and including November 13, 2014;

3. On November 13, 2014, the Honourable Justice Martin Castonguay, J.S.C. issued anorder approving a sale and investor solicitation process for the Debtors' assets (the "SaleProcess") and extended the Stay of proceedings until April 30, 2015, as appears from theCourt record;

II. RELIEF SOUGHT

4. The Petitioner Caterpillar Financial Services Ltd. ("Caterpillar") is leasing equipment tothe Debtor Quebec Lithium Inc. ("QLI"), the whole as more fully described below;

5. By the present motion, Caterpillar seeks, on an urgent basis, an order lifting the stay ofproceedings to allow Caterpillar:

a. to terminate a Master Funding and Lease Agreement and fifteen lease contractsbetween Caterpillar and QLI considering QLI's defaults and namely:

i. QLI's failure to maintain in full force and effect maintenance servicesagreements in relation to the equipment leased by Caterpillar to QLI andQLI's failure to ensure the proper care and maintenance of the leasedequipment since the beginning of the Stay of Proceedings; and

ii. QLI's failure to pay the lease payments that have become payable underthe lease contracts since the beginning of the Stay of Proceedings;

b. to repossess the following leased equipment (collectively, the "Equipment")currently in QLI's possession:

__ M _____ ----Lease # Equipment Description: erial Number:

1 9920 Wheel Loader 7MJ004672 Cat777 Truck JRP032873 Cat777 Truck JRP032744 Cat777 Truck P03257

._-----' _____ 0_-

5 M05125 Excavator 2C03T45----_._---_ .._-------_.-6 D9T Track Type Tractor S017937 D6T Track Type Tractor Y015358 980K Wheel Loader K008829 CS56 Soil Compactor S0141910 14M Motor Grader J0026111 345DL Hydraulic Excavator H0115712 G3516 Gen Set Z00787

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13 MD5125 Excavator Z1214914 777G Truck R0017915 835H Wheel Dozer X01255

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III. THE MASTER FUNDING AND LEASE AGREEMENT AND THE LEASE CONTRACTS

6. Pursuant to a Master Funding and Lease Agreement dated April 4, 2012 betweenCaterpillar and QLI, as amended on June 28, 2012 (the ""MFLA), Caterpillar has agreed tofinance the purchase of the Equipment from third party and the leasing of such purchasedEquipment to QLI under the terms and conditions described in the MFLA, the whole asappears from a copy of the MFLA communicated herewith as Exhibit R-1;

7. At the request of QLI, Caterpillar bought the Equipment from a third party andsubsequently leased it to QLI under fifteen distinct lease contracts, the whole as appearsfrom the lease contracts for the Equipment (collectively, the "Lease Contracts"),communicated herewith as Exhibit R-2;

8. The total amount payable by QLI until the end of the Lease Contracts is 7 072 893$ andthe present value of the Equipment is estimated at 7 206 250$;

9. Caterpillar has duly registered its rights under the Lease Contracts and its right ofownership in the Equipment at the Register of Personal and Movable Real Rights (the"RPMRR") on April 5, 2012 under the number 12-0252272-0001 and 12-0252272-0002,the whole as appears from a copy of the certified registration statements communicatedherewith as Exhibit R-3;

10. During the November 13, 2014 hearing, Caterpillar's counsel stated that, as discussedwith QLI, the Equipment was not included in the Debtor's assets subject to the SaleProcess initiated by the Debtors and that Caterpillar reserved all of its rights to come backbefore the Court if the lease payments under the MFLA and the Lease Contracts were notmade;

IV. QU'S DEFAULTS UNDER THE MFLA AND THE 'LEASES

11. QLI is currently in default under the MFLA and the Lease Contracts as, amongst otherthings:

a. it has failed to maintain in full force and effect maintenance services agreementsin relation to the Equipment and has failed to maintain the Equipment in workingorder; and

b. it has failed to pay the lease payments of 64314$ due on December 1,2014, of634 674$ due on January 1, 2015 and of 39 134$ due on March 1, 2015 and hasannounced that it will not pay the next lease payments of 634 674$ which willbecome payable on April 1, 2015;

a) State of care and maintenance of the Equipment

12. Following the issuance of the Initial Order, Caterpillar requested that QLI grants access toone of its representatives to assess the state of care and maintenance of the Equipment,inspect the Equipment;

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13. Hewitt Equipment Limited ("Hewitt"), a Caterpillar dealer and QLI's subcontractor incharge of the maintenance of the Equipment, inspected the Equipment in the first half ofNovember 2014;

14. Caterpillar has recently been informed that QLI requested in October 2014 that Hewitt'son-site technician who was in charge of the maintenance and repair of the Equipmentceases to perform its services at QLI's mine in La Corne, Quebec;

15. Since then, Hewitt has not provided any maintenance services to QLI in relation to theEquipment despite QLI's obligation to maintain in full force and effect maintenanceservices agreements with Hewitt pursuant to the MFLA and the Lease Contracts;

16. The termination of the maintenance service agreement between Hewitt and QLI and thefailure to ensure proper maintenance of the Equipment as provided for by the MFLA is anevent of default pursuant to Section 20.1 (d) of the MFLA;

b) Lease payments

17. The schedule of payments for the period between the Initial Order and April 30, 2015under the Lease Contracts is as follows:

Date Amount Lease #-

December 1st, 2014 64314$ Lease Contracts # 12 and 13

January 1", 2015 634674$ Lease Contracts # 1, 2, 3, 4, 5, 6, 7,8, 9, 10, 11, 14 and 15

_.

March 1s\ 2015 39 134$ Lease Contract # 13•• _. ____ 4

Apnl t", 2015 634674$ Lease Contracts # 1, 2, 3, 4, 5, 6, 7,8, 9, 10, 11, 14 and 15

18. On December 1,2014, QLI failed to remit to Caterpillar the lease payment of 64314$ (the"December Payment") that was due on that date despite representations that this leasepayment would be made;

19. QLI has also neglected or refused to remit to Caterpillar the lease payment of 634 674$that became due on January 1, 2015 (the "January Payment");

20. Following QLI's default, Caterpillar contacted QLI's representatives and was informed thatQLI did not intent to make the December and January Payments and did not intend tohonour any subsequent payment that will become due under the MFLA and the LeaseContracts during the Stay of Proceedings;

21. Subsequently, QLI failed to remit to Caterpillar the lease payment of 39 134$ due onMarch 1, 2015 (the "March Payment", and collectively with the December and JanuaryPayments, the "Outstanding Lease Payments");

22. The next lease payment that will become due under the Lease Contracts until the end ofthe Stay of Proceedings is a payment of 634674$ on April 1st, 2015 (the "April Payment")

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and a total of 561 773,37$ will become due between April 2 and July 1st, 2015 (collectivelywith the April Payment, the "Subsequent Payments");

23. As of the date of this Motion, the Outstanding Lease Payments amount to 738 122$ andthe failure to remit such amount to Caterpillar constitutes an event of default pursuant toSection 20.1 (a) of the MFLA;

24. If the Subsequent Payments are not paid, as announced by OLl, the total of the leasepayments that will be outstanding as of July 1st, 2015 will be 1 934 569.37$;

25. Caterpillar asked OLi in early January 2015 to return the Equipment to Caterpillar whichOLi refused or neglected to accomplish;

V. GROUNDS FOR THIS MOTION

26. Pursuant to sections 20.2 and 20.5 of the MFLA, upon a default by OLi under the LeaseContracts or the MFLA, Caterpillar is entitled to terminate the Lease Contracts and to haveOLi return the Equipment to Caterpillar;

27. In this regard, paragraphs 14 and 15 of the Initial Order provide that, while Caterpillar isprevented from terminating or modifying the terms of the Lease Contracts and the MFLAduring the Stay of Proceedings, Caterpillar is entitled to request payment for the use of theEquipment by OLi during such period;

28. For ease of reference, paragraphs 14 and 15 of the Initial Order read as follows:

"14. ORDERS that during the Stay Period and subject to paragraph 15 hereofand subsection 11.01 CCAA, all Persons having verbal or written agreementswith the Petitioners or statutory or regulatory mandates for the supply of goodsor services, including without limitation all computer software, communicationand other data services, centralized banking services, payroll services,insurance, transportation, utility or other goods or services made available tothe Petitioners, are hereby restrained until further order of this Court fromdiscontinuing, altering, interfering with or terminating the supply of such goodsor services as may be required by the Petitioners, and that the Petitioners shallbe entitled to the continued use of their current premises, telephone numbers,facsimile numbers, internet addresses, domain names or other services,provided in each case that the normal prices or charges for all such goods orservices received after the date of the Order are paid by the Petitioners, withouthaving to provide any security deposit or any other security, in accordance withnormal payment practices of the Petitioners or such other practices as may beagreed upon by the supplier or service provider and the Petitioners, with theconsent of the Monitor, or as may be ordered by this Court."

15. ORDERS that, notwithstanding anything else contained herein and subjectto subsection 11.01 CCAA, no Person shall be prohibited from requiringimmediate payment for goods, services, use of leased or licensed property orother valuable consideration provided to the Petitioners on or after the date ofthis Order, nor shall any Person be under any obligation on or after the date ofthe Order to make further advance of money or otherwise extend any credit tothe Petitioners." (our emphasis)

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29. OLl's refusal to honour the Outstanding Payments and any Subsequent Payment underthe MFLA and the Contract Leases, is a clear breach of the terms of the Initial Order andconstitute a default under the terms of the MFLA and the Lease Contracts as Caterpillarhas effectively provided OLi with the use of the Equipment since the issuance of the InitialOrder;

30. As described above, OLi has failed to ensure proper maintenance of the Equipment inaccordance with the MFLA since at least October 2014 and Caterpillar has no evidencethat maintenance has been performed on the Equipment since the inspection conducted inNovember 2014;

31. Caterpillar is thus entitled to seek on an urgent basis to repossess the Equipment whichremains its property to ensure that appropriate care and maintenance is performed on theEquipment by an authorized service provider in order minimize its losses resulting fromthe present restructuring proceedings;

VI. CONCLUSION

32. Considering OLl's actual or announced failure to make the payments that are or willbecome due under the MFLA and the Lease Contracts and OLl's failure to ensure theproper maintenance of the Equipment since at least November 2014, Caterpillar is entitledto ask this Court to lift the Stay of Proceedings in order to allow Caterpillar to terminate theLease Contracts and to repossess the Equipment in order to minimize its lossesassociated with OLl's restructuring proceedings;

33. In their motion for the issuance of an Initial Order, the Debtors have indicated that theyhave essentially ceased all operations at the lithium mine and processing facility in LaCorne, Ouebec and it appears from the foregoing that the repossession of the Equipmentby Caterpillar will not have any significant impact on the activates of the Debtors or theoutcome of the Debtors' insolvency proceedings;

34. Considering the above and the urgency of the situation given the significant upcomingpayments until April 15, 2015 and the need to ensure proper maintenance of theEquipment, Caterpillar respectfully requests the provisional execution of the orders soughtherein to be rendered notwithstanding any appeal;

35. The present motion is well founded in fact and in law.

WHEREFORE, MAY THIS COURT:

GRANT the Petitioner's Motion to lift the stay of proceedings, to terminate certain leasecontracts and to repossess certain assets of the Petitioner in possession of the debtorQuebec Lithium Inc. (the "Motion");

DECLARE that the notices given of the present Motion are proper and sufficient;

ORDER that the Stay of Proceedings with respect to Ouebec Lithium Inc. ("QLI") belifted for the sole purpose of allowing the Petitioner to terminate the Master Funding andLease Agreement dated April 4, 2012 (the "MFLA") and the fifteen lease contractsbetween Caterpillar Financial Services Ltd. and OLi (collectively, the "Lease Contracts")with respect to the following equipment (collectively, the "Equipment"):

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Lease # Equipment Description: Serial Number:1 9920 Wheel Loader 7MJ004672 Cat777 Truck JRP03287

-3 Cat777 Truck JRP032744 Cat777 Truck P03257- --5 M05125 Excavator 2C03T45

-6 D9T Track Type Tractor S017937 D6T Track Type Tractor Y015358 980K Wheel Loader K008829 CS56 Soil Compactor S0141910 14M Motor Grader J0026111 345DL Hydraulic Excavator H0115712 G3516 Gen Set Z00787-13 MD5125 Excavator Z1214914 777G Truck R00179

--15 835H Wheel Dozer X01255

ORDER QLI to return the Equipment to the Petitioner at QLI's risk and expenses to thefollowing location within thirty (30) days of this Order:

Hewitt Equipment Ltee1200 3fd Avenue EastVal d'Or, Quebec

J9P 1V1

ORDER the provisional execution of the present order to be rendered notwithstandingappeal and without the necessity of furnishing any security;

WITHOUT COSTS, save and except in the event of contestation.

Montreal, March 6, 2015

t~Attorneys for Petitioner Caterpillar FinancialServices Ltd.

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SUPERIOR COURT(Commercial division)

CANADAPROVINCE OF QUEBECDISTRICT OF MONTREALW 500-11-047560-145

IN THE MATTER OF THE PLAN OF COMPROMISE OR ARRANGEMENT OF :

QUEBEC LITHIUM INC.

Debtor/Respondent

QLI METAUX INC.RB ENERGY INC.SIROCCO MINING INC.

Debtors-and-

KPMG INC.

Monitor

-and-

CATERPILLAR FINANCIAL SERVICES LTO

Petitioner

AFFIDAVIT

I, Robert Lloyd Stanfield, Customer Support Service Manager of Caterpillar Financial ServicesLtd., residing for the purpose of this affidavit at 3457 Superior Court, Unit 2-3457, Oakville,Ontario, do hereby solemnly declare as follow:

1. I am a duly authorized representative of Caterpillar Financial Services Ltd. for thepurposes hereof;

2. All the facts alleged in this Motion to lift the stay of proceedings, to terminate certainlease contracts and to repossess certain assets of the Petitioner in possession of thedebtor Quebec Lithium Inc. are true.

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Solemnly declared before me in",,/\.,L:L, t 11,,1if,; " _,on this L.-1h day of March, 2015

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SUPERIOR COURT(Commercial division)

CANADAPROVINCE OF QUEBECDISTRICT OF MONTREALW 500-11-047560-145

IN THE MATTER OF THE PLAN OF COMPROMISE OR ARRANGEMENT OF:

QUEBEC LITHIUM INC.

Debtor/Respondent

QLI METAUX INC.RB ENERGY INC.SIROCCO MINING INC.

Debtors-and-

KPMG INC.

Monitor

-and-

CATERPILLAR FINANCIAL SERVICES LTD

Petitioner

LIST OF EXHIBITS

Exhibit R-1 Master Funding and Lease Agreement dated April 4, 2012 between CaterpillarFinancial Services Ltd and Quebec Lithium lnc., as amended on June 28,2012

Exhibit R-2 En /iasse, fifteen lease contracts between Caterpillar Financial Services Ltd andQuebec Lithium Inc.

Exhibit R-3 En liasse, extracts from the Register of Personal and Movable Real Rights

Montreal, March 6, 2015

Attorneys for Petitioner Caterpillar FinancialServices Ltd.

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SUPERIOR COURT(Commercial division)

CANADAPROVINCE OF QUEBECDISTRICT OF MONTREALW 500-11-047560-145

IN THE MATTER OF THE PLAN OF COMPROMISE OR ARRANGEMENT OF:

QUEBEC LITHIUM INC.

Debtor/Respondent

QLI METAUX INC.RB ENERGY INC.SIROCCO MINING INC.

Debtors-and-

KPMG INC.

Monitor

-and-

CATERPILLAR FINANCIAL SERVICES LTD

Petitioner

NOTICE OF PRESENTATION

TO : SERVICE LIST

TAKE NOTICE that the Motion to lift the stay of proceedings, to terminate certain leasecontracts and to repossess certain assets of the Petitioner in possession of the debtor QuebecLithium Inc. will be presented for adjudication before the honourable judge Martin Castonguay,of the Superior Court, sitting in Commercial Division, at the Montreal courthouse, located at1 Notre-Dame Street East, Montreal, Quebec, H2Y 1B6, at a date, time and in a room to bedetermined by the honourable judge Martin Castonguay.

DO GOVERN YOURSELVES ACCORDINGLY.

Montreal, March 6, 2015 .

~L~~Attorneys for Petitioner CaterpillarFinancial Services Ltd.

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N° 500-11-047560-145SUPERIOR COURT (COMMERCIAL DIVISION)PROVINCE OF QUEBECDISTRICT OF MONTREAL

IN THE MATTER OF THE PLAN OFCOMPROMISE OR ARRANGEMENT OF:QUEBEC LITHIUM INC

Debtor/Respondent

QLI MET AUX INCRB ENERGY INCSIROCCO MINING INC

Debtors

-and- .

KPMG INC

Monitor

-and-

CATERPILLAR FINANCIAL SERVICES LTD.

Petitioner

Motion to lift the stay of proceedings, to terminatecertain lease contracts and to repossess certain

assets of the Petitioner in possession of the DebtorQuebec Lithium Inc.

Me Alain N. Tardif / cb 204817-441538

BC0847

McCarthy Tetrault S.E.N.C.R.L., s.r.l.Avocats • Agents de brevets et marques de commerceBarristers & Solicitors. Patent & Trade-mark Agents

Bureau 25001000, rue De La Gauchetiere Ouest

Montreal (Quebec) H3B 0A2TeL: 514 397-4100Telec. : 514 875-6246