GREEN TECHNOLOGY METALS LIMITED — Capital/Financing Update 2021

Nov 7, 2021

ASX RELEASE 8 November 2021 ASX | GT1

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PRE-QUOTATION DISCLOSURE

Green Technology Metals Limited ( Company ) makes the following disclosures in accordance with ASX's Conditions of Admission.

Capitalised terms not defined have the meaning given to them in the Company's prospectus dated 16 September 2021 ( Prospectus ).

1. Completion of the Offers

The Company confirms that it has closed the Offers under the Prospectus and completed the issue of:

• (a) 96,000,000 Shares at an issue price of $0.25 per Share ( Maximum Subscription );

• (b) 20,000,000 Shares upon the conversion of 16 convertible notes issued by the Company, each with a face value of $125,000;

• (c) 3,950,000 Options exercisable at $0.375 each, expiring four years from the date of admission, issued the to the Joint Lead Managers (or their respective nominees) in part consideration for capital raising services provided to the Company; and

• (d) 9,000,000 Shares to Ardiden Limited (ASX: ADV) as part consideration for the Company's 51% legal and beneficial interest in the Projects as contemplated by the Ardiden Option Agreement.

2. Satisfaction of conditions to Offers

The Company confirms that it has closed the Offers under the Prospectus and all conditions to the Offers have been satisfied.

3. Updated Pro-Forma Statement of Financial Position

The Company confirms that as Maximum Subscription has been achieved, the pro-forma statement of financial position set out at page 48 of the Prospectus marked Maximum Subscription has not changed.

4. Issue of Joint Lead Manager Options

The Company confirms that on 3 November 2021, the Company issued 3,950,000 Joint Lead Manager Options to the Joint Lead Managers pursuant the Joint Lead Manager Mandate.

5.

Conversion of the Convertible Notes

The Company confirms that Convertible Notes the subject of the Conversion Offer have been converted raising approximately $2,000,000 (before costs).

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Green Technology Metals

www.greentm.com.au info@greentm.com.au ABN 99 648 657 649

94 Rokeby Road, Subiaco, Western Australia 6008 +61 8 6557 6825

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6. Completion of the Ardiden Option Agreement

The Company confirms that completion of the Ardiden Option Agreement occurred on 3 November 2021 following satisfaction of the conditions precedent and:

• (a) issue of 9,000,000 Tranche 1 Consideration Shares to Ardiden Limited;

• (b) payment of the $1,500,000 cash consideration to ADV; and

• (c) payment of $1,750,000 tranche 1 cash consideration to ADV,

such that the Company has acquired a 51% interest in the Wisa, Seymour and Root projects.

7. Issue of Tranche 2 Consideration to Ardiden

The Company confirms that the $3,500,000 Tranche 2 Consideration as described at section 6.1 of the Prospectus will be satisfied in full via the issue of the Tranche 2 Consideration Shares which will be restricted securities for an escrow period that is the balance of 24 months from the date the Shares commence Official Quotation.

8. Confirmation of no impediments

The Company confirms that there are no legal, regulatory, statutory or contractual impediments to the Company entering the tenements set out on pages 133 to 163 of the Prospectus and carrying out exploration activities such that the Company will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

9. Statement of commitments

The Company confirms its use of funds set out at page 4 of the Prospectus at maximum subscription has not changed.

10. Waivers granted to the Company

ASX has granted the Company a waiver from listing rule 1.1 condition 12 to the extent necessary to permit the Company to have on issue 12,500,000 Performance Rights to be issued to Directors and senior management with a nil exercise price, the terms and conditions of which are disclosed in Section 7.3 of the Prospectus.

11. Restricted securities

The Company confirms the following securities will be subject to restrictions pursuant to the ASX Listing Rules for the period outlined below:

Class	Number	Restriction Period
Shares	59,118,750	24 months from the date ofOfficial Quotation
Shares	21,600,000	12 months from the date on whichthe restricted securities wereissued, being until 9 June 2022

Green Technology Metals

www.greentm.com.au

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Shares	4,312,500	12 months from the date on whichthe restricted securities wereissued, being until 30 June 2022
Shares	4,312,500	12 months from the date on whichthe restricted securities wereissued, being until 30 August 2022
Shares	2,156,250	12 months from the date on whichfunds were received, being until 6September 2022
Options with an exercise price of$0.375 each and expiring 4 yearsfrom the date of Issue, being 3November 2025 and issued on theterms set out in Section 7.2 of theProspectus	3,950,000	24 months from the date ofOfficial Quotation
Options with an exercise price of$0.375 each and expiring 3 yearsfrom the date of issue, being 10September 2024 and issued on theterms set out in Section 7.2 of theProspectus	1,815,000	24 months from the date ofOfficial Quotation
Performance Rights expiring 5years from the date ofAdmission and issued on the termsset out in Section 7.3 of theProspectus	6,000,000	24 months from the date ofOfficial Quotation
Performance Rights expiring 5years from the date of Admissionand issued on the terms set out inSection 7.3 of the Prospectus	6,500,000	12 months from the date on whichthe restricted securities wereissued, being until 10 September2022

12. Capital structure

The Company's capital structure at the date of admission is:

Security	Number
Fully Paid Ordinary Shares	197,500,000
Options1	5,765,000
Performance Rights2	12,500,000

Green Technology Metals

www.greentm.com.au

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Notes:

1. Comprising of:

   • a. 1,815,000 LCP Options with an exercise price of $0.375 per Option expiring 3 years from the date of admission; and

   • b. 3,950,000 Joint Lead Manager Options with an exercise price of $0.375 per Option expiring 4 years from the date of Admission.

2. Comprising of:

   • a. an aggregate of 6,000,000 Performance Rights issued to the Directors (or their nominees), Messrs John Young, Cameron Henry, Patrick Murphy and Robin Longley in equal proportions which convert to Shares;

   • b. 4,500,000 Performance Rights issued to the Company's Chief Executive Officer Mr Luke Cox which convert to Shares; and

   • c. an aggregate of 2,000,000 Performance Rights issued to the Company's General Manager North America Mr Matthew Herbert, and the General Manager of Technical Services Mr John Winterbottom which convert to Shares,

upon the terms set out in Section 7.3 of the Prospectus.

13. Exploration update

The Company notes that it has secured new mining claims, at its Seymour Project and a new area called Allison Project. 434 of new claims were pegged at Seymour for a total of an additional 8,926.22 hectares. Further, at Allison 125 claims were pegged for a total 2,529.81 hectares.

These tenements are prospective for lithium bearing pegmatites due to the age and type of rocks (Archean Greenstone).

By order of the Board

Joel Ives Company Secretary Green Technology Metals Limited

Green Technology Metals

www.greentm.com.au

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