Star Metro - Grid Announces Adoption of Advance Notice By-Law and Provides Shareholder Meeting Update

At the ASGM, Shareholders will be asked to receive the Company's financial statements for the year ended December 31, 2025 and the auditor's report thereon, elect directors for the Company's board (the "Board") for the ensuing year, re-appoint the auditor and authorize the Board to fix its remuneration, approve the Company's 10% rolling equity incentive plan (the "Plan"), approve a special resolution empowering the Board to determine the number of directors within the range set out in the Company's articles, approve and ratify the Company's advance notice by-law for the nomination of directors (the "Advance Notice By-Law"), and confirm, ratify and approve, by ordinary resolution of disinterested Shareholders, the creation of a new control person of the Company (the "Control Person Resolution"). Shareholders may also consider such other business as may properly be brought before the ASGM or any adjournment or postponement thereof.

Advance Notice By-Law

The Board has adopted By-Law No. 3 relating to the advance notice of nominations of directors. The Advance Notice By-Law establishes a framework under which registered or beneficial owners of common shares of the Company may submit director nominations, including deadlines for submitting nominations and the information required for a nomination notice to be in proper written form.

The Advance Notice By-Law is intended to facilitate an orderly and efficient meeting process and ensure that Shareholders receive sufficient notice and information regarding proposed director nominees to make informed voting decisions. Subject to the exceptions set out in the Advance Notice By-Law, Shareholders seeking to nominate directors must provide timely written notice to the Company's Corporate Secretary within the following timeframes:

• Annual meetings: Not less than 30 days and not more than 65 days before the meeting. If the meeting is called for a date less than 50 days after the first public announcement of the meeting date, notice may be given no later than the close of business on the tenth day following that announcement.
• Special meetings that are not also annual meetings: Where the meeting is called for the purpose of electing directors, notice must be given no later than the close of business on the fifteenth day following the first public announcement of the meeting date.
• Meetings using notice-and-access: Notwithstanding the foregoing, where notice-and-access is used to deliver proxy-related materials for an annual meeting or a special meeting called for the purpose of electing directors, notice must be given at least 40 days before the meeting. If the meeting is called for a date less than 50 days after the first public announcement of the meeting date, notice may be given no later than the close of business on the tenth day following that announcement for an annual meeting, or the fifteenth day for a special meeting.

If a meeting is adjourned or postponed, the applicable notice periods are calculated by reference to the adjourned or postponed meeting date, or the public announcement thereof, as applicable.

A nomination notice must include the information specified in the Advance Notice By-Law regarding the nominating Shareholder and each proposed nominee, including information concerning the nominee's qualifications, securities holdings and independence. The Advance Notice By-Law also requires updates to that information in specified circumstances. The Board may, in its sole discretion and subject to its fiduciary duties under the Business Corporations Act (Ontario), waive any requirement of the Advance Notice By-Law, in whole or in part.

At the ASGM, Shareholders will be asked to ratify and confirm the Advance Notice By-Law by ordinary resolution. If rejected by Shareholders, it will cease to be effective upon termination of the ASGM, without affecting the validity of any act done or right acquired under it.

A copy of the Advance Notice By-Law is included as Schedule "IV" to the Management Information Circular and has been filed under the Company's profile on SEDAR+. Shareholders are encouraged to review the full text for complete details of its requirements.

Control Person Resolution

At the ASGM, the Company will seek disinterested Shareholder approval to ratify Waratah Capital Advisors Ltd. ("Waratah") as a "control person" of the Company as defined under the policies of the TSX Venture Exchange (the "TSXV"). Waratah participated in a strategic private placement in December 2023, in connection with which the Company granted Waratah certain board nomination rights pursuant to an undertaking dated December 19, 2023. Waratah currently beneficially owns, or exercises control or direction over, 45,289,495 common shares, representing approximately 19.4% of the Company's outstanding common shares, and is entitled to nominate two of the Company's five directors. Shareholder approval will require a majority of the votes cast by disinterested Shareholders, excluding votes attached to the 45,289,495 common shares beneficially owned, directly or indirectly, or over which control or direction is exercised, by Waratah and its associates and affiliates. Further details regarding the Control Person Resolution are provided in the Management Information Circular.

About Grid Metals Corp.

The Company is one of the largest mineral rights holders in the Province of Manitoba with over 250,000 hectares of mineral claims and exploration licenses registered to Grid. The current focus of Grid is its Falcon West Property which is advancing towards commercial production following the release of a maiden cesium resource at the Lucy South deposit. A summary of Grid's mineral properties in Manitoba include:

1. The Falcon West Property (Li-Cs) is located 130 km east of Winnipeg along the Trans-Canada highway and contains an open pit measured mineral resource at the Lucy South deposit of 51,500 tonnes grading 2.58% Cs₂O and 1.47% Li₂O¹. The property is subject to a joint venture agreement with Avenir Minerals Limited ("Avenir"), which has a 15% interest in the property.
2. The Makwa Property (Ni-Cu-PGM-Co), which is subject to an Option and Joint Venture Agreement with Teck Resources Limited ("Teck"). Teck can earn up to a 70% interest in Makwa by incurring a total of C$17.3 million, comprising project expenditures (C$15.7 million) and cash payments or equity participation (C$1.6 million) with Grid. Makwa is located on the south arm of the Bird River Greenstone Belt and contains an open pit indicated mineral resource of 14.2 million tonnes grading 0.48% nickel, 0.11% copper, and 0.37 g/t palladium².
3. The Mayville Property (Cu-Ni) is located on the north arm of the Bird River Greenstone Belt. Grid owns a cumulative 89% interest in the project. The project contains an open pit indicated mineral resource of 32.0 million tonnes grading 0.40% copper, 0.16% nickel, and 0.13 g/t palladium².
4. The Donner Property (Li-Cs) is adjacent to the Mayville Property, and Grid owns 75% of the project. The project contains an open pit inferred mineral resource of 2.1 million tonnes grading 1.42% Li₂O and an underground inferred mineral resource of 4.7 million tonnes grading 1.37% Li₂O³.
5. The Thompson East (Cu-Ni-PGM) Property is located east of the city of Thompson in north-central Manitoba and captures a number of high tenor Cu- and PGE-rich magmatic sulphide occurrences that are interpreted to be related to the development of the adjacent Thompson Nickel Belt. The property is subject to an Option and Joint Venture Agreement with Boliden Mineral Canada Ltd ("Boliden"). Boliden is currently sole-funding early-stage exploration on the property.
6. The 100%-owned Fox River (Cu-Ni-PGM-Au) Property located in the Gillam region of northeastern Manitoba and covering 90 km of strike of the highly prospective Fox River Belt - a direct analogue to the Raglan nickel district in northern Quebec.

All of the Company's southeastern Manitoba projects are located on the ancestral lands of the Sagkeeng First Nation with whom the Company maintains an Exploration Agreement.

References Cited:

1. NI 43-101 report by SGS Canada dated September 25, 2026 and entitled 'Technical Report on the Mineral Resource Estimate for the Lucy South Cesium Deposit, Falcon West Project, Municipality of Reynolds, Manitoba, Canada.
2. NI 43-101 report by Micon International dated June 14, 2024 and entitled 'NI 43-101 Technical Report on the Updated Mineral Resources Estimate of the Makwa-Mayville (MM) Project, Manitoba, Canada.
3. NI 43-101 report by SGS Geological Services dated September 1, 2023 and entitled 'Technical Report on a Mineral Resource Estimate for the Donner Lake Lithium Property, Manitoba, Canada.

Qualified Person Statement

Dr. Dave Peck, P.Geo., is a "Qualified Person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed and approved the scientific and technical information disclosed in this release. Dr. Peck is not independent of the Company within the meaning of NI 43-101 as he is an officer of Grid.

On Behalf of the Board of Grid Metals Corp.

For more information about the Company, please visit our website at www.gridmetalscorp.com or the Company's Curation Connect showcase here or contact:

Robin Dunbar - President, CEO & Director - [email protected], +1 (416) 955-4773
Brandon Smith - Chief Development Officer - [email protected]
David Black - Investor Relations - [email protected]

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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 applicable Canadian securities legislation, including the Securities Act (Ontario) (together, "forward-looking statements") as they relate to the Company and its management. Forward-looking statements are not historical facts but represent management's current expectation of future events and can be identified by words such as "believe", "expects", "will", "intends", "plans", "projects", "anticipates", "estimates", "should", "continues" and similar expressions. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that they will prove to be correct or will come to pass. Forward-looking statements include statements and information regarding the timing and holding of the ASGM and the matters to be considered thereat; the receipt of Shareholder approval of the Plan, the resolution empowering the Board to determine the number of directors, the Advance Notice By-Law and the Control Person Resolution; the anticipated benefits and continued effectiveness of the Advance Notice By-Law; acceptance by the TSXV of Waratah as a control person of the Company; the Company's exploration and development plans, including its exploration efforts at the Falcon West Property and the Lucy South pegmatite; the joint venture and option agreements concerning the Falcon West Property, Makwa Property and Thompson East Property, and in particular the potential for the counterparties to meet their obligations under such agreements and acquire a greater ownership stake in the properties of the Company; resource estimates; regulatory approvals; market conditions; the Company's future business objectives; the future plans for the Company; and other forward-looking information.

By their nature, forward-looking statements include assumptions and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions, or events to differ materially from those in the forward-looking statements. Forward-looking statements are based on a number of assumptions that management believes to be reasonable at the time such statements are made, including, without limitation, assumptions that the ASGM will proceed as scheduled, the requisite Shareholder and regulatory approvals will be obtained, and the Advance Notice By-Law will operate as intended; assumptions regarding the availability of capital, the receipt of required regulatory approvals, the grant of pending exploration permit and licence applications, the continuation of favourable market conditions, the accuracy of historical and technical data, the ability and interest of the Company and its joint venture and option partners to meet their respective obligations under the applicable agreements, and the Company's ability to execute its exploration and development plans as currently contemplated. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: postponement or adjournment of the ASGM; failure to obtain the requisite Shareholder approvals or TSXV acceptance of Waratah as a control person; changes to the Company's governance arrangements resulting from the outcome of the votes at the ASGM or regulatory requirements; failure of the Advance Notice By-Law to achieve its anticipated benefits; risks and uncertainties relating to the Company and its joint venture and option partners' ability to meet their respective obligations under the applicable agreements; the results of exploration to be undertaken in future; whether either party's interest in any joint venture is diluted such that it is converted to a net smelter return royalty; the parties' ability to fund their respective pro rata share of joint venture costs; risks related to exploration and development activities; commodity price fluctuations, including fluctuations in the price of nickel, cobalt, copper and other metals; global demand for cesium and other critical minerals; the risk that historical estimates cannot be verified or upgraded to current mineral resource estimates; risks that pending exploration permits and licence applications are not granted or are granted on unfavourable terms; risks related to mineral title and tenure; potential political risk; uncertainty of exploration results, production and capital cost estimates and the potential for unexpected costs and expenses; physical risks inherent in mining operations; metallurgical risk; currency fluctuations; completion of economic evaluations; changes in project parameters as plans continue to be refined; availability and terms of financing; failure to obtain required regulatory approvals; environmental and permitting risks; operational risks; the capital requirements of the Company and its ability to maintain adequate capital resources to carry out its business activities; the ability of the Company to continue as a going concern; dependence on key personnel; the Company's early stage of development; stock market, interest rate and debt market volatility; changing capital market valuations; risks related to potential dilution in the event of future financings; volatility of the market price for the Company's securities; litigation and regulatory risk; jurisdictional and regulatory risk; adverse general economic and market conditions; rising costs related to inflation; and those factors detailed in the Company's Management Discussion and Analysis for the most recent financial period and other public documents filed under the Company's profile at www.sedarplus.ca. The Company has also assumed that no significant events occur outside of the Company's normal course of business.

The Company cautions that the foregoing list of factors is not exhaustive. In addition, although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, or intended. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change, and no assurance can be given that such events will occur in the disclosed time frames or at all or that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company does not undertake to update this information at any particular time except as required in accordance with applicable laws.

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 press release.

SOURCE: Grid Metals Corp.

View the original press release on ACCESS Newswire

L.Mitchell--SMC