Grid Metals Announces Non-Brokered Private Placement to Advance Donner Lake Lithium Project

Grid Metals Announces Non-Brokered Private

Placement to Advance Donner Lake Lithium Project

Not for distribution to United States Newswire Services or for dissemination in the

United States

November 29, 2023 TORONTO -- Grid Metals Corp. (TSXV: GRDM; OTCQB: MSMGF)

("Grid" or the "Company") is pleased to announce a non-brokered private placement

(the “Offering”) to raise gross proceeds of up to C$ 5,400,000. The proceeds of the

financing will be used for resource drilling at the Companys’ Donner Lake Lithium

Project and for exploration at Donner Lake and the Falcon West Lithium Propert y.

Approximately twenty 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 December 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 (the “Special Flow-Through

Shares”) at a price of C$0.18 for gross proceeds of up to C$5,400,000.

Robin Dunbar, CEO 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 @ 1.39% 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 o f 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" ("Qualifying Expenditures") as defined in subsection

66.1(6) of the Income Tax Act . The Special Flow-Through Shares will be eligible for

the 30% Manitoba Mineral Exploration Tax Credit and will also qualify for the federal

30% 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 December 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 December 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. This press

release shall not constitute an offer to sell or the solicitation of an offer to buy no r

shall there be any sale of the securities in any jurisdiction in which such offer,

solicitation or sale would be unlawful.

About Grid Metals Corp.

Grid Metals is focused on its Donner Lake Lithium Project l ocated in the Bird River

greenstone belt in southeastern Manitoba, approximately 150 km northeast of

Winnipeg, Manitoba. Grid has a 75% 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 an MOU with Tantalum

Mining Corporation of Canada Limited who operates the nearby producing Tanco

Mine which is one of only two lithium -producing mines in Canada. In addition to the

100%-owned Falcon West Lithium Project, the Company controls the PEA stage

Makwa-Mayville Ni-Cu-PGM-Co project. Grid’s southeast properties are located in the

traditional territory of the Sagkeeng First Nation.

On Behalf of the Board of Grid Metals Corp.

For more information about the Company, please see the Company website at

www.gridmetalscorp.com or contact:

Robin Dunbar – President, CEO & Director – [email protected]

Brandon Smith – Chief Development Officer – [email protected]

David Black – Investor Relations – [email protected]

We seek safe harbour. This news release contains forward -looking statements within the meaning of the

United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the

meaning of the Securities Act (Ontario) (together, "forward -looking statements"). Such forward -looking

statements include the Company’s closing of the proposed financial t ransactions, sale of royalty and

property interests. the overall economic potential of its properties, the availability of adequate financing

and involve known and unknown risks, uncertainties and other factors which may cause the actual results,

performance or achievements expressed or implied by such forward- looking statements to be materially

different. Such factors include, among others, risks and uncertainties relating to potential political risk,

uncertainty of production and capital costs estimates and the potential for unexpected costs and expenses,

physical risks inherent in mining operations, metallurgical risk, currency fluctuations, fluctuations in the

price of nickel, cobalt, copper and other metals, completion of economic evaluations, changes in project

parameters as plans continue to be refined, the inability or failure to obtain adequate financing on a timely

basis, and other risks and uncertainties, including those described in the Company's Management

Discussion and Analysis for the most recent financial period and Material Change Reports filed with the

Canadian Securities Administrators and available at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is define d in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press

release.

This news release does not constitute an offer of securities for sale in the United States. The securities

being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as

amended, and such securities may not be offered or sold within the United States absent U.S. registration

or an applicable exemption from U.S. registration requirements.