Mr. Robin Dunbar reports
GRID METALS ENTERS INTO JOINT VENTURE AGREEMENT WITH AVENIR MINERALS FOR FALCON WEST CESIUM PROJECT
Grid Metals Corp. has entered into a definitive joint venture agreement with Avenir Minerals Ltd., a wholly owned subsidiary of Agnico Eagle Mines Ltd., to form a joint venture for the company's Falcon West cesium property, located in southeastern Manitoba, Canada. Avenir brings world-class mine development and operating experience to the joint venture. The objective of the joint venture is to advance Falcon West through to resource estimation, development and production.
Transaction highlights:
- Avenir to acquire an initial 15-per-cent interest in the property and resulting joint venture for $3.75-million in cash and thereafter finance its pro rata share of costs; Grid retains an initial 85-per-cent interest in the property and will be the operator of the joint venture;
- Avenir granted the option to subscribe for up to 19.99 per cent of Grid's issued and outstanding common shares, including Avenir's then-current holdings, following the publication of a mineral resource estimate (MRE) in respect of the property to be prepared in compliance with National Instrument 43-101, Standards of Disclosure for Mineral Projects. Avenir currently holds approximately 9.9 per cent of Grid's issued and outstanding common shares, issued in connection with Grid's October, 2025, private placement;
- Avenir will have an option to acquire an additional 15-per-cent interest (for a total of 30 per cent) in the property upon completion of a preliminary economic assessment (PEA) or adoption of a mine plan in respect of the property.
Robin Dunbar, Grid's chief executive officer and president, stated: "We welcome Avenir as a project joint venture partner and major shareholder. We see this transaction as a positive development for our shareholders and other stakeholders of Grid. Avenir's mine development and operating expertise and financial strength is an endorsement of the potential of Falcon West, the cesium market and the Grid team. This transaction provides immediate non-dilutive capital to advance Falcon West through the development stage. As the property operator, the Grid team looks forward to working alongside Avenir's team to unlock the full value of Falcon West for our shareholders."
Alden Greenhouse, Avenir's chief executive officer, stated: "This joint venture represents another milestone in Avenir's strategy to build a portfolio of high-quality critical and strategic mineral assets in Canada. Cesium is an increasingly important mineral with unique applications across advanced technologies and industrial sectors. As we move forward, our focus will be on working with Grid to advance the property through a collaborative, technically rigorous and responsible approach in close engagement with governments, indigenous and local communities, and other stakeholders. The transaction further strengthens Avenir's portfolio and reinforces our approach to supporting resilient North American critical mineral supply chains."
Transaction terms
Under the terms of the joint venture agreement, Avenir will acquire an initial 15-per-cent interest in the property for $3.75-million in cash payable to Grid. Grid will retain an 85-per-cent interest and will continue to serve as operator of the property utilizing its southeastern Manitoba-based technical team and managing exploration, development and potential future mining activities. The grant of the initial interest to Avenir and the joint venture are subject to approval of the TSX Venture Exchange.
Avenir has been granted an option (the phase 2 option) to acquire an additional 15-per-cent interest in the property, for a total interest of 30 per cent, exercisable upon the earlier of the completion of a PEA or the adoption of a mine plan in respect of the property by the joint venture's management committee. The exercise price of the phase 2 option will be calculated at 40 per cent of the net present value of the property on a 100-per-cent basis, using a discount rate of 8 per cent per annum, multiplied by 15 per cent. During the course of the joint venture, Grid and Avenir will finance their respective pro rata share of project and development costs.
Avenir has also been granted an option to subscribe for up to 19.99 per cent of Grid's issued and outstanding common shares, including Avenir's then-current holdings, at a price equal to a 10-per-cent premium to the 30-day volume-weighted average trading price of Grid's common shares at such time. Such option will become exercisable by Avenir on the 15th day following Grid having publicly announced an MRE in respect of the property (such date, the equity option trigger date). Avenir may exercise the equity option during the period commencing on the equity option trigger date and ending on the date that is 90 days following the equity option trigger date. In connection with the exercise of the equity option, Grid and Avenir will enter into an amended and restated investor rights agreement, pursuant to which Avenir shall have the right to nominate one director to serve on Grid's board, provided that Avenir maintains a share ownership percentage of at least 5.0 per cent.
If a party's interest in the property is diluted below 5.0 per cent, its interest will be converted to a 1.0-per-cent net smelter return royalty on the property, of which 0.5 per cent may be repurchased by the royalty payer for a cash payment of $1-million.
In addition, a joint venture management committee will be established, consisting of one representative from each of Grid and Avenir, with Grid and Avenir holding voting rights proportionate to their respective joint venture interests.
Strategic rationale
The joint venture represents a significant milestone in Grid's strategy to advance the property while maximizing shareholder value. Key strategic benefits of the transaction include:
- Avenir support: Avenir's investment reflects the endorsement of a mining company with extensive technical due diligence capabilities, supporting Grid's view of the Falcon West project's potential.
- Non-dilutive financing: It is anticipated the $3.75-million cash proceeds will provide Grid with exploration and development capital without diluting existing shareholders.
- Retained operatorship: Grid can maintain a 70-per-cent project interest and preserve its ability to execute its exploration strategy and advance the property in conjunction with Avenir.
- Critical minerals exposure: The joint venture positions Grid at the forefront of Canada's critical minerals sector, with exposure to cesium, tantalum and lithium -- three minerals identified as strategic priorities by the government of Canada.
- Pathway to development: The phase 2 option and the equity option create a framework for Avenir to increase its investment in the property as it advances toward development.
About the Falcon West cesium project
Falcon West consists of 124 unpatented mining claims located 130 kilometres east of Winnipeg and is transected by the Trans-Canada Highway. Access is by seasonal gravel road.
Starting in October, 2025, Grid undertook resource delineation drilling at the Lucy South pegmatite at Falcon West, with the program consisting of 134 drill holes. The Lucy South pegmatite is an approximately 10-metre-thick, near-surface, highly fractionated cesium-lithium-tantalum-enriched pegmatite body having a discrete pollucite-rich core zone.
Pollucite typically contains approximately 30 to 40 per cent Cs2O (cesium oxide) and is the primary feedstock to the cesium chemicals industry. The world cesium market is currently controlled by a non-Western-world-domiciled company.
The intention of the joint venture in the near term will be to establish a resource estimate for Falcon West based on the near-surface cesium mineralization that has been identified in the recent resource drilling.
Pollucite can be processed by crushing and ore sorting into a high-value Cs2O concentrate without the need for expensive infrastructure, process water or tailings storage. The joint venture intends to proceed with metallurgical and ore-sorting test work while it continues to evaluate downstream cesium chemicals production opportunities to extract greater value from the property.
About cesium and the cesium market
Cesium is defined as a critical metal by both Canada and the United States. It is used in a number of important energy and security related applications. There are currently no Western-controlled cesium producing operations in the world. There is currently believed to be a significant shortage of cesium feedstock globally. Pollucite has historically been the mineral of choice for cesium extraction given its high cesium content.
Qualified person statement
Dr. Dave Peck, PGeo, is the qualified person for purposes of NI 43-101 and has reviewed and approved the technical content of this release. Dr. Peck is not independent of the company within the meaning of NI 43-101 as he is an officer of Grid.
About Grid Metals Corp.
The current focus of Grid is its Falcon West property, which is an emerging cesium discovery. A summary of its mineral properties in southeastern Manitoba includes:
- The Falcon West property (lithium/cesium) is located 130 kilometres east of Winnipeg along the Trans-Canada Highway and contains highly anomalous cesium and lithium values in LCT pegmatite, including the Lucy South pegmatite dike, the focus of Grid's current exploration efforts.
- The Makwa property (nickel/copper/platinum group metal/cobalt), which is subject to an option and joint venture agreement with Teck Resources Ltd. Teck can earn up to a 70-per-cent interest in Makwa by incurring a total of $17.3-million, comprising project expenditures ($15.7-million) and cash payments or equity participation ($1.6-million) with Grid. Makwa is located on the southern arm of the Bird River greenstone belt.
- The Mayville property (copper/nickel) is located on the northern arm of the Bird River greenstone belt. The property is owned subject to a minority interest. The project contains an NI 43-101-compliant open-pit resource of 32 million tonnes grading 0.61 per cent copper equivalent.
- The Donner property (lithium/cesium) is adjacent to the Mayville property, and Grid owns 75 per cent of the project. The project contains an NI 43-101-compliant resource of 6.8 million tonnes grading 1.39 per cent Li2O (lithium oxide).
- The Thompson East (copper-nickel) property is located east of the Thompson nickel belt. Exploration is financed under an option and joint venture agreement with Boliden Mineral Canada Ltd.
All of the company's southeastern Manitoba projects are located on the ancestral lands of the Sagkeeng First Nation, with which the company maintains an exploration agreement.
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