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Grounded Lithium Adopts New Equity Incentive Plan in Connection with Closing of Reverse Takeover

Mergers & Acquisitions Share Capital & Compensation

Grounded Lithium Adopts New Equity

Incentive Plan in Connection with Closing of

Reverse Takeover

/NOT FOR DISSEMINATION IN

THE UNITED STATES

. FAILURE TO COMPLY WITH THIS

RESTRICTION MAY CONSTITUTE A VIOLATION OF

UNITED STATES

SECURITIES LAW./

CALGARY, AB

,

Sept. 16, 2022

/CNW/ - (TSXV: GRD) - Grounded Lithium Corp. ("

GLC

" or the

"

Company

") is pleased to announce that in connection with the closing of its reverse takeover (the

"

RTO

") of VAR Resources Corp. ("

VAR

") on

August 22, 2022

, GLC adopted VAR's equity incentive

plan (the "

Plan

"), which was approved by VAR's shareholders on

August 18, 2022

. Further details

with respect to the RTO and the Plan are available in the Company's information circular dated

June

28, 2022

which can be found under the Company's profile on SEDAR at

www.sedar.com

.

The Plan provides flexibility to grant equity-based incentive awards in the form of stock options, as

well as restricted share units, deferred share units and performance share units. The Plan is a fixed

20% plan, allowing for a maximum of 20% of the issued and outstanding common shares of the

Company ("

Shares

") after closing of the RTO to be reserved for issuance. There were 56,872,750

Shares outstanding immediately after closing the RTO, and therefore a maximum of 11,374,550

Shares may be issued upon exercise or settlement of all security-based compensation arrangements

of the Company. As of the date hereof, there are an aggregate of 5,409,100 Company awards

outstanding. Amendments to the Plan must be approved by the Company's shareholders, except for

certain changes which are set out in the Plan and in accordance with the policies of the TSX Venture

Exchange (the "

TSXV

").

About Grounded Lithium Corp.

GLC is a publicly traded lithium brine exploration and development company that controls 2.9 million

tonnes of lithium carbonate equivalent over its focused land holdings in Southwest Saskatchewan.

GLC's multi-faceted business model involves the continuation of consolidation of its opportunity base

while in parallel, commence delineation operations of the lithium brine potential across its current

mineral rights position, all towards the vision of building a best-in-class, environmentally responsible,

Canadian lithium producer supporting the global energy transition shift.

Forward-Looking Statements

This press release may contain forward-looking statements and forward-looking information within

the meaning of applicable Canadian securities laws. The opinions, forecasts, projections and

statements about future events of results, are forward looking information, forward-looking

statements or financial outlooks (collectively, "

forward-looking statements

") under the meaning of

applicable Canadian securities laws. These statements are made as of the date of this press

release and the fact that this press release remains available does not constitute a representation

by GLC that the Company believes these forward-looking statements continue to be true as of any

subsequent date. Although GLC believes that the assumptions underlying and expectations reflected

in these forward-looking statements are reasonable, it can give no assurance that these

assumptions and expectations will prove to be correct. Such statements include, but are not limited

to, the grant of security-based compensation under the Plan and GLC's vision of becoming a best-in-

class, environmentally responsible, Canadian lithium producer supporting the global energy transition

shift.

Among the important factors that could cause actual results to differ materially from those indicated

by such forward-looking statements are: GLC's expectation that its operations will be in

Western

Canada

, unexpected problems can arise due to technical difficulties and operational difficulties which

impact the production, transport or sale of its products; geographic and weather conditions can

impact the production; the risk that current global economic and credit conditions may impact

commodity prices and consumption more than GLC currently predicts; the failure to obtain financing

on reasonable terms; the risk that unexpected delays and difficulties in developing currently owned

properties may occur; the failure of drilling to result in commercial projects; unexpected delays due

to the limited availability of drilling equipment and personnel; and the other risk factors detailed from

time to time in GLC's periodic reports. GLC's forward-looking statements are expressly qualified in

their entirety by this cautionary statement. GLC disclaims any intention or obligation to update or

revise any forward-looking statements, whether as a result of new information, future events or

otherwise, except as required by law.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy

any securities in any jurisdiction.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is

defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy

or accuracy of this news release.

SOURCE

Grounded Lithium Corp

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/September2022/16/c8499.html

%SEDAR: 00054333E

For further information:

Gregg Smith, President & CEO, [email protected]; Greg

Phaneuf, VP Finance & CFO, [email protected]; Phone: 587.319.6220

CO: Grounded Lithium Corp

CNW 17:00e 16-SEP-22