Mr. Robin Dunbar reports

GRID METALS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT TO ADVANCE DONNER LAKE LITHIUM PROJECT

Grid Metals Corp. has arranged a non-brokered private placement to raise gross proceeds of up to $5.4-million. The proceeds of the financing will be used for resource drilling at the company's Donner Lake lithium project and for exploration at Donner Lake and the Falcon West lithium property. Approximately 20 million shares of the financing will be purchased by two current institutional shareholders of the company (Waratah Capital Advisors and AMCI Group). The financing is expected to close on or about Dec. 21, 2023.

The financing will consist of a total of up to 30 million special flow-through common shares of the company to be sold by way of a charitable flow-through offering at a price of 18 cents for gross proceeds of up to $5.4-million.

Robin Dunbar, chief executive officer of Grid Metals, commented: "This financing will enable both the planned resource drilling at Donner Lake and exploration drilling on exciting new targets we have developed at Donner Lake and Falcon West. We view the recent announcements of a maiden NI 43-101 resource (6.8 Mt at 1.39 per cent Li2O -- see July 18, 2023, press release) and our True North Mill lease agreement as important milestones in our ongoing push toward production at Donner Lake -- and on a condensed timeline compared to peer projects in other parts of Canada. This financing will allow us to continue to advance the project on an uninterrupted timeline. Grid remains focused on becoming one of the next producing lithium mines in North America in an area with excellent mineral potential."

Financing terms

Each special flow-through share will be issued as a flow-through share within the meaning of the Income Tax Act (Canada).

The proceeds from the issuance of the special flow-through shares will be used for exploration of the company's property portfolio in Manitoba and will be used to incur Canadian exploration expenses as defined in Subsection 66.1(6) of the Income Tax Act. The special flow-through shares will be eligible for the 30 per cent Manitoba Mineral Exploration Tax Credit and will also qualify for the federal 30 per cent Critical Mineral Exploration Tax Credit announced in the federal budget on April 7, 2022. All proceeds will be renounced in favour of the subscribers with an effective date not later than Dec. 31, 2023, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of Special Flow-Through Shares.

The closing of the offering is expected to occur on or about Dec. 21, 2023, and is subject to customary closing conditions including, but not limited to the negotiation and execution of subscription agreements and receipt of applicable regulatory approvals, including approval of the TSX Venture Exchange. The special flow-through shares will be subject to a hold period of four months and one day in accordance with applicable securities laws and will not be offered or registered in the United States. A finder's fee may be paid on a portion of the proceeds from the offering.

About Grid Metals Corp.

Grid Metals is focused on its Donner Lake lithium project located in the Bird River greenstone belt in southeastern Manitoba, approximately 150 kilometres northeast of Winnipeg, Man.

We seek Safe Harbor.