Mr. Matt Filgate reports

GREENLIGHT METALS INC. ANNOUNCES WARRANT EXTENSIONS AND EQUITY INCENTIVE PLAN GRANTS

Greenlight Metals Inc. has proposed to extend the expiry date of an aggregate of 1,249,072 outstanding share purchase warrants. Each warrant entitles the holder thereof to acquire one common share of the company at a price of 60 cents per share. The company proposes to extend the expiry date of the warrants by an additional two years. All other terms of the warrants, including the exercise price, will remain the same. The warrants were issued pursuant to the following private placements and were extended as follows:

• A total of 461,293 warrants, including 75,000 warrants issued to insiders, were issued pursuant to a private placement which closed on June 7, 2022. These warrants were set to expire on June 7, 2025, and the expiry date was extended to June 7, 2027.
• A total of 425,000 warrants were issued pursuant to a private placement which closed on July 8, 2022. These warrants were set to expire on July 8, 2025, and the expiry date was extended to July 8, 2027.
• A total of 362,779 warrants, including 264,611 warrants issued to insiders, were issued pursuant to a private placement which closed on Jan. 24, 2023. These warrants were set to expire on Jan. 24, 2026, and the expiry date was extended to Jan. 24, 2028.

The amendment is subject to acceptance by the TSX Venture Exchange, and no action will be required on the part of the holders of the warrants to give effect to the amendment.

A total of 339,611 warrants are held by parties which are considered to be related parties of the company. Therefore, the amendment of these warrants constitutes a related-party transaction as contemplated by Multilateral Instrument 61-101 (Protection of Minority Shareholders in Special Transactions) and TSX-V Policy 5.9 (Protection of Minority Shareholders in Special Transactions). However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon as the fair market value of the warrants held by insiders does not exceed 25 per cent of the market capitalization of the company. A material change report in respect of the warrant extension will be filed by the company.

Incentive grants

As part of the company's incentive program, the company made grants of incentive stock options, restricted share units and deferred share units in accordance with the company's amended and restated equity incentive plan, the effectiveness of which is subject to shareholder approval at the next meeting of shareholders and final acceptance by the TSX-V.

On the recommendation of the nomination, compensation and corporate governance committee, the board of directors of the company has approved the grant of an aggregate of 668,333 RSUs, 293,750 DSUs and 1,575,000 options.

The equity incentive plan's objective is to create an incentive compensation program that is aligned with the company's long-term objectives. Options, DSUs and RSUs are granted in accordance with Policy 4.4 (Security Based Compensation) of the TSX-V, the terms and conditions of the equity incentive plan, and the terms of the award agreement evidencing such equity compensation security. Values for RSU and DSU awards were determined using a notional share price of 30 cents.

RSUs: Each vested RSU can be redeemed for one fully paid and non-assessable common share of Greenlight issued from treasury. The RSUs vest in three equal instalments of one-third each on the first, second and third anniversaries of the grant date (36 months in total). Three hundred thousand RSUs were granted to a non-executive director, and 368,333 RSUs were granted to an executive officer.

DSUs: Each vested DSU can be redeemed for one fully paid and non-assessable common share of Greenlight issued from treasury. For directors, the DSUs granted vest May 14, 2026, and are settled on a director's retirement from the board. All 293,750 DSUs were granted to the company's non-executive directors.

Options: Options have a seven-year term from the grant date. Except as noted below, all options carry an exercise price per share of 30 cents and vest in four equal instalments of 25 per cent each on the grant date and on the first, second and third anniversaries of the grant date. Three hundred fifty thousand options granted to a consultant of the company vest over three instalments (150,000 on the grant date and 100,000 on each of the first and second anniversaries), and these options carry an exercise price of 20 cents per share. Of the total of 1,575,000 options that were granted, 525,000 options were granted to the company's non-executive directors, 550,000 options were granted to its executive officers and 500,000 options were granted to consultants.

About Greenlight Metals Inc.

The principal business of Greenlight is the exploration and development of mineral properties in Wisconsin, Nevada and Arizona. The material properties of Greenlight are the Bend property, the Reef property and the Kalium Canyon property. In addition, the company controls two additional prospective properties in Wisconsin: Lobo and Lobo East. Greenlight has also secured rights to the Swede anomaly located on the Southern greenstone belt. Outside of Wisconsin, the company controls rights to the Kalium Canyon property, located in the Walker Lane district of Nevada. The company also holds an option on the Cerro Colorado property located 70 kilometres southwest of Tucson, Ariz., along the Laramide porphyry copper belt.

We seek Safe Harbor.