Mr. Robin Dunbar reports

GRID METALS COMPLETES $5 MILLION PRIVATE PLACEMENT

Grid Metals Corp. has closed the second and final tranche of a non-brokered private placement, which was announced on Nov. 29, 2023, and Dec. 5, 2023. In total, the company raised $5,058,882 in two tranches. The first tranche of 23,209,000 special flow-through common shares were issued at 18 cents for proceeds of $4,177,620 on Dec. 22, 2023. The second tranche of the offering consisted of four million special flow-through shares at a price of 18 cents per share for proceeds of $720,000 and 1,151,143 ordinary flow-through common shares priced at 14 cents per share for proceeds of $161,202.

The special flow-through shares and the ordinary flow-through shares have been issued as flow-through shares within the meaning of the Income Tax Act (Canada). Proceeds from the sale of special flow-through shares and the ordinary flow-through shares will be used to incur Canadian exploration expenses as defined in Subsection 66.1(6) of the Income Tax Act that qualify for the federal 30-per-cent critical mineral exploration tax credit and will be eligible for the 30-per-cent Manitoba mineral exploration tax credit. Such proceeds will be renounced to 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 the special flow-through shares and the ordinary flow-through shares.

Finders' fees paid on the closing of the second tranche of the offering consisted of a cash payment of $1,399 and issuance of 9,996 finder warrants exercisable at 15 cents per share for a period of two years from the closing date. There were no finder warrants payable on the closing of the first tranche of the offering. The proceeds of the financing will be used for resource drilling at the company's Donner Lake lithium project and for further exploration drilling at the Donner Lake lithium project and at the company's Falcon West lithium property.

Certain directors and officers of the company participated in the offering purchasing an aggregate total of 1,720,100 ordinary flow-through shares and special flow-through shares through back-end buying, which participation constituted a related party transaction pursuant to the policies of the TSX Venture Exchange and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied on the exemptions from the valuation and minority approval requirements set forth in paragraphs 5.5(a) and (b) of MI 61-101 with respect to the valuation requirement and Paragraph 5.7(b) with respect to the minority shareholder approval requirement. A material change report with respect to the final closing of the offering will be filed less than 21 days prior to the closing date of the offering as participation by insiders was not settled until shortly prior to closing and the company wished to complete the offering as expeditiously as possible. Closing of the offering has been conditionally approved by the TSX-V, with final acceptance subject to the fulfilment of the customary requirements of the TSX-V.

The offering included additional investments from two institutional shareholders of the company (see press release dated Nov. 29, 2023), which purchased 18,619,000 shares as back-end buyers of the special flow-through shares.

Resale of the securities of the company issued under the offering will be subject to a hold period pursuant to Canadian securities laws of four months and one day following the closing date of each tranche of 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. Grid has a 75-per-cent project interest in Donner Lake and is the project operator, subject to a joint venture agreement with a fund controlled by Waratah Capital Advisors. Grid has a lease agreement on the True North mill, where it plans to process feed from the Donner Lake property. Grid also has a memorandum of understanding with Tantalum Mining Corp. of Canada Ltd., which operates the nearby producing Tanco mine, which is one of only two lithium-producing mines in Canada. In addition to the 100-per-cent-owned Falcon West lithium project, the company controls the preliminary-economic-assessment-stage Makwa-Mayville nickel/copper/platinum group metal/cobalt project. Grid's properties are located in the traditional territory of the Sagkeeng First Nation.

We seek Safe Harbor.