Grid Metals Corp. (TSX-V:GRDM) (OTCQB:MSMGF) is pleased to announce it has closed the first tranche of its previously announced non-brokered private placement for aggregate gross proceeds of C$1,680,000. The First Tranche consisted of the issuance of 14,000,000 common shares of the Company to a strategic investor at an offering price of C$0.12 per Common Share.

The second tranche is expected to consist of the issuance of up to 7,060,903 Common Shares to the Investor and an existing institutional shareholder at a price of C$0.12 per Common Share and up to 7,575,000 charity flow-through shares (the “CFT Shares”) to charitable purchasers at a price of C$0.198 per CFT Share, for gross proceeds of up to C$2,347,158 under the Second Tranche. Each CFT Share will be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada).

The gross proceeds of the Offering will be used to finance exploration, primarily at the Company’s Falcon West cesium project and within the Bird River Belt in southeastern Manitoba targeting nickel, copper and PGM targets, as well as for general corporate purposes with respect to the proceeds raised from the issuance of Common Shares. There are no warrants or finder’s fees associated with the Offering.

The proceeds from the issuance of the CFT Shares are intended to be used for exploration of the Company’s property portfolio in Manitoba (primarily the Falcon West Cesium Property) and will be used to incur “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as defined in the Income Tax Act (Canada), and for Manitoba purchasers, the CFT Shares will be eligible for the 30% Manitoba Mineral Exploration Tax Credit. The Company will renounce all the Qualifying Expenditures in favour of the subscribers of the CFT Shares effective December 31, 2025.

Closing of the Second Tranche is expected to occur on or about October 30, 2025 and is subject to customary closing conditions, including the completion of definitive documentation. Closing of the Offering remains subject to the final approval of the TSX Venture Exchange. The Common Shares and CFT Shares will be subject to a hold period of four months and one day from issuance in accordance with applicable securities laws.

In connection with closing of the First Tranche, the Company has entered into an investor rights agreement with the Investor, pursuant to which the Company has granted the Investor certain rights, provided that it maintains stipulated ownership thresholds in the Company, including information rights with respect to its properties, participation rights in respect of future equity issuances and the right to nominate a member of the Company’s board of directors.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor 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 exploration and development in southeastern Manitoba with four key projects in the Bird River area.

1. 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 CAD$17.3 million, comprising project expenditures (CAD$15.7 million) and cash payments or equity participation (CAD$1.6 million) with Grid. Makwa is located on the south arm of the Bird River Greenstone Belt.
2. The Mayville Property (Cu-Ni) is located on the north arm of the Bird River Greenstone Belt. The property is owned subject to a minority interest.
3. The Falcon West Property (Li-Cs) is located 110 km east of Winnipeg along the Trans-Canada highway and contains highly anomalous cesium values in a number of historical drill holes including 2.2 m at 15.0% Cs₂O and 3.2 m at 4.6% Cs₂O.
4. The Donner Property (Li-Cs) is adjacent to the Mayville Property, and Grid owns 75% of the project.

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.