GRID BATTERY METALS INC. — Management Reports 2023

Oct 31, 2023

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Grid Battery Metals Inc. (formerly Nickel Rock Resources Inc.)

Management’s Discussion and Analysis

For the years ended 30 June 2023 and 2022

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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The following management discussion and analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements for the year ended 30 June 2023. Results have been prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All monetary amounts are reported in Canadian dollars unless otherwise indicated.

For further information on the Company reference should be made to the Company’s public filings which are available on SEDAR.

This MD&A contains forward-looking information. See “Forward-Looking Information” and “Risks and Uncertainties” for a discussion of the risks, uncertainties and assumptions relating to such information.

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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Introduction

The following discussion of performance and financial condition should be read in conjunction with the audited consolidated financial statements of Grid Battery Metals Inc. (formerly Nickel Rock Resources Inc.) (the “Company” or “CELL”) for the year ended 30 June 2023. The Company’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The Company’s reporting currency is the Canadian dollars unless otherwise stated. This Management’s Discussion and Analysis (“MD&A”) is dated 30 October 2023.

Description of Business

The Company was incorporated under the laws of the province of British Columbia on 2 June 2011.

The Company is a reporting issuer in British Columbia and Alberta. The Company has been listed on the TSX Venture Exchange since 28 October 2013 under the trading symbol “NICL”. On 3 April 2023, the Company changed its name to Grid Battery Metals Inc., and its common shares started trading on the TSX Venture Exchange under the new symbol “CELL”.

On 3 March 2016, the Company incorporated a wholly owned subsidiary in Nevada, US, Nevada Energy Metals, USA Inc.

The head office and principal address is located at 3028 Quadra Court, Coquitlam, British Columbia, V3B 5X6.

The Company’s business consists of the acquisition, exploration and development of clay and brine-based lithium and hard rock nickel exploration targets and mineral resource properties in British Columbia Canada and Nevada, USA.

Project Overview

Nevada, USA

CLAYTON VALLEY BFF-1 PROJECT

The Clayton Valley BFF-1 Lithium Project southern boundary lies 250 meters from Albemarle Corporation’s Silver Peak lithium mine and brine processing operations. The mine has been in operation since 1967 and remains the only brine-based lithium producer in North America. It is also the location of Pure Energy Minerals’ 816,000 metric tonnes Lithium Carbonate Equivalent (LCE) Inferred Resource NI 43-101 announced in July 2015. Clayton Valley’s centralized location between Nevada and Reno and its highways, access to power, water and labor provide excellent infrastructure for mineral exploration and development. The Clayton Valley BFF-1 Lithium Project is approximately 3.5 hours away from Tesla’s Gigafactory.

Clayton Valley is one of the few locations globally known to contain commercial-grade lithium-enriched brine. The Valley is an internally drained closed-basin and is surrounded by mountains, hills and ridges on all sides. It contains an underground unconsolidated water bearing system (or aquifer system) which is host to lithium-enriched brines and is contained by the surrounding rock.

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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The claims cover an area of playa, including the Goat Island graben (inferred from gravity inversion; Quantec, 2008; Petrick, 2008), that encompasses a portion of a deep-circulation geothermal system beneath basin-fill sediments locally blanketed with travertine in north-western Clayton Valley. The Goat Island graben segments Clayton Valley into a northerly-trending, 1-2 km-wide sub-basin with a distinct escarpment on each side. Geological modeling and assessment of historical drilling results by J.B. Hulen, PG, (31 July 2008 report) concluded that both shallow thermal-gradient and lithium-exploration drilling demonstrates that the northern portion of Clayton Valley contains the valley’s highest subsurface temperatures and that these temperatures may be localized in the Goat Island graben and its structural projections to the northeast and south.

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Significantly, within the graben and within the boundary of the claim block, a drill hole by Western Geothermal Partners 2007 logged as WGP#2 reported as follows:’ From 280 – to 305 ft., fine grained green sand and silt logged as volcanic ash was encountered. This unit may be correlative to the Main Ash Aquifer, which is a marker bed in other areas of the Clayton Valley Basin.” J.B. Hulen, PG, (31 July 2008.)

The property was acquired for cost of staking with no overriding royalties.

On 26 January 2021, the Company has expanded its Clayton Valley, Esmeralda County, Nevada, lithium property holdings by the staking of additional lithium exploration claims that add to its overall lithium exploration land package which is directly adjoining a western portion of neighboring lithium producer Albemarle's lithium evaporation ponds. The new ground adjoins the previous property position to the north and west and significantly expands the company's land position in the area. The new claim block consists of 41 lode claims covering about 847 acres (343 hectares) bringing the Clayton Valley land package to 2,300 acres (930 Ha).

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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2021 Work Program

In 2021, the Company completed an exploration program consisting of three reverse circulation holes totalling 356 metres (1155 feet). The holes were intended to test the presence of lithium bearing clay members of the lakebed sediments.

Drillhole RCV-01, drilled to a depth of 130 metres (425 feet), designed to twin a geothermal gradient hole drilled by a previous explorer. Results of this hole correlated with the log of the previous hole including intervals of volcanic ash and dark green clay. The hole ended in alluvial gravel made up of metamorphic rocks shed from the Silver Peak Range. The hole did not reach the planned depth of 183 metres due to poor ground conditions but did assess the lake sediment target section. Assay results from this hole showed mixed results with only the top 6 meters (20 feet) of the hole returning more than 75 ppm Li. The average grade of the interval 0-6.1 metres was 309 ppm Li. Two water samples were collected from the borehole at 99 meters (325 feet) and 129 metres (425 feet) ran 31.4 and 41.0 mg/L Li, respectively.

Hole RCV-02 was drilled about 1260 meters north of RCV-01. RCV-02 was drilled to a depth of 136 metres (445 ft) and penetrated a section consisting primarily of rhyolitic volcanic ash and interbedded sediments. RCV-02 penetrated a 4.5 metre section of dark green clay from 105.1 to 109.7 metres (345-360 ft) before entering the metamorphic alluvium. Poor drilling conditions and high-water flows ended the hole before reaching the target depth but after successfully evaluating the lake sediment section.

Analytical results from this hole fared better than the RCV-01 with the interval 0 – 36.6 metres (0-120 feet) averaging 196 ppm Li. Within this interval, and from 18.3 to 25.9 metres (60 – 85 feet) an elevated Li zone was intersected averaging 279 ppm Li with the single best interval in this hole being 332 ppm between 18.3 and 19.8 m (60 – 65 feet). Water samples at 74.6 metres (245 feet), 105.1 metres (345 feet), and 137 metres (450 feet) ran 20.5, 21.0, and 32.8 mg/L Li, respectively.

Hole RCV-03 was designed to look for a perched section of volcanoclastic sediments beneath an alluvial fan. Previous water well logs indicated a layer of clay, ash, and silt beneath the alluvium and above the bedrock. While drilling, this hole encountered metamorphosed dolomite at a depth of 56 metres (185 feet) about the projected elevation of the sedimentary section. The hole lost circulation in an apparent karst horizon at 65.5 metres (215 feet) and was terminated at 79.2 metres (260 ft) without regaining sample return. Since the target sediments were not encountered, this hole was not assayed.

Drill chip samples were partially dried at the drill sites for two days in the case of RCV-01 and overnight in the case of RCV-02 before being picked up by a driver for Paragon Geochemical. The samples were transported to the Paragon laboratory on 2 April 2021 where they were dried, crushed, and pulverized. Analysis was by ICP- Mass Spectrometry following an aqua regia leach using a 0.5-gram sample aliquot.

Envelopes of standard material obtained from Minerals Exploration Geochemistry of Lamoille, Nevada were inserted into the sample stream at roughly 30.5 metres (100 foot) intervals. The eight standard samples returned lithium values ranging from 482 to 599 ppm Li with an average of 557 ppm Li. The analytical variability of about 20% is a bit high and is possible the small aliquot size and aqua regia leach may have played a role in this. However, the values are acceptable for an early-stage program. Other elements showed a similar range of values while others were within much tighter limits.

Water samples were collected by the project geologist and delivered to the ALS Global sample preparation lab in Elko, Nevada 5 April 2021. Samples were filtered and analyzed by a combination of ICP-MS and ICP-OES methods by ALS Global. Standards were not inserted into the sample stream. A sample of drill make up water taken from the Silver Peak municipal well was used as a background sample; it ran 70 micro grams per liter (70 parts per billion).

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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VOLT CANYON

On 29 March 2023, the Company staked 80 placer claims covering approximately 635 hectares of alluvial sediments and clays located 122 km northeast of Tonopah, Nevada. The Volt Canyon Lithium Property is located in Monitor Valley, Nevada, about 122 km north-northeast of Tonopah, Nevada. The center of the property is about 38.96° North Latitude, 116.70° West Longitude.

Geology and Mineralization:

The Volt Canyon Lithium Property is sediment-hosted lithium clay targets. Access to the property is good and both future exploration and exploitation work could be conducted year-round.

The origin of this lithium deposit is suspected to be similar to Clayton Valley clay deposits located about 180 km to the south. Both areas are reasonably well represented by the USGS preliminary deposit model, which describes the primary characteristics as light-colored, ash-rich, lacustrine (lake) rocks containing swelling clays.

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TEXAS SPRINGS

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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The Texas Spring Property consists of mineral lode claims located in Elko County, Nevada. The Property is in the Granite Range southeast of Jackpot, Nevada, about 73 km north-northeast of Wells, Nevada. The target is a lithium clay deposit in volcanic tuff and tuffaceous sediments of the Humbolt Formation.

The Texas Spring property adjoins the southern border of the Nevada North Lithium Project – owned by Surge Battery Metals Inc. and comprised of 303 mineral claims. Surge’s first round of drilling identified strongly mineralized lithium bearing clays. The average lithium content within all near surface clay zones intersected in the 2022 drilling program, applying a 1000 ppm cut-off, was 3254 ppm.

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Qualified Person Statement

“Project Overview” and “Subsequent Event” sections of this report have been reviewed and approved for technical content by Seth Cude, PG (Principal Geologist), a Qualified Person under the provisions of NI 43-101.

BC, Canada

NICKEL PROJECT

On 23 October 2020, the Company has entered into two purchase and sale agreements with John Malcolm Bell to acquire 100% interest, subject to a 2% net smelter royalty, in each of two nickel exploration projects located in British Columbia, Canada. Pursuant to the terms of the agreement the company paid cash in the amount of $19,500 and will issue five million common shares.

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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On 02 February 2021, the Company has entered into an option agreement with arm's-length vendor 802213 AB Ltd. (Kelly Funk) for the purchase of a 100-per-cent interest, subject to a 2-per-cent net smelter royalty, in six mineral claims located approximately 15 kilometers west of Mt. Sydney Williams near Fort St James, B.C. Additionally, the Company staked two adjoining claims. The Company may exercise the option by making a total of $1,075,000 cash payments, issuing 6,000,000 common shares and incurring $1,050,000 in exploration expenditures over a 4-year period and the conversion of the claims to a mining lease. In relation to this option agreement, the Company made an initial cash payment of $50,000 and issued 450,000 common shares.

On 2 February 2022 the company paid $75,000 and issued 450,000 common shares with a fair value of $69,750 in relation to the first anniversary of the Kelly Funk option agreement. The acquisition of these claims has increased the company's prospective land position west of the Decar nickel deposit owned by FPX Nickel Corp. from 1,151 to 4,146 hectares. The company will control a 100-per-cent interest in over 13,704 hectares in the district. On 13 March 2023, the Company sent notice of termination of the Option Agreement with respect to the 6 mineral claims. In Accordance with the Section 7.3 of the Agreement, the Company will keep the claims in good standing for a period of one year from 13 March 2023.

On commencement of commercial production, a 2-per-cent net smelter returns royalty will be payable to the optionor. Nickel Rock retains the option to purchase one-half of the NSR (being one-half of the 2 per cent) for the sum of $3-million.

On 15 November, 2021, the Company closed its non-arm's-length disposition of certain nickel claims to Surge Battery Metals Inc. (“Surge”). The Company entered into an option agreement with Surge Battery Metals Inc. dated 7 July 2021, whereby Surge may earn an undivided 80-per-cent interest in the HN4 and N100 nickel group of claims, located in Northern British Columbia. The company optioned out these claims to Surge to concentrate on its exploration efforts on the nickel group claims directly adjacent to FPX Nickel Corp.'s Baptiste nickel deposit.

On 31 March 2023, the Company closed the disposition of its remaining twenty percent (20%) interest in and to the Property, further to the agreement with Surge dated 7 July 2021.

Pursuant to the terms of the Agreement, the Option will be exercised by Surge issuing 1,000,000 fully paid and non-assessable common shares of the Company to the Grid upon approval of the Exchange.

As consideration for the transaction, the Company received the total 6,000,000 shares of Surge and Surge shall incur an aggregate of $200,000 in exploration expenditures on the property on or before two years from the date of the agreement.

In relation to this transaction, the Company recorded short term investments cost of $1,295,000. During the year ended 30 June 2023 the Company recorded an adjustment to gain on change of fair value of short term investment of $2,530,000 to reflect the market value of 6,000,000 shares of $3,000,000 at end of the year.

- 2021 Work Program and NI #43 101 Report

The Company’s exploration plans include strategic trenching, surface exploration diamond drilling, camp construction, and exploration activities to support drilling and trenching such as soil sampling, rock sampling, prospecting, and geological mapping. The Company proposes to have a 12-man exploration camp built on the north slope of the un-named mountain west of and adjacent to Mount Sydney Williams and will be built next to a sub-alpine lake at the headwaters of Van Decar Creek.

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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Easily accessible by helicopter, the location of the exploration camp was selected based on past exploration camps at this location and its overall suitability for exploration support and ability to accommodate enough field personnel for the exploration work.

NI #43-101 Report Highlights:

• The Nickel Project (“project”) consists of four non-contiguous mineral claims groups held by Nickel Rock Resources Inc. (“company’) through three separate agreements. The exploration stage project is in the Takla Lake area of central British Columbia, partially adjacent to FPX Nickel Corp.’s Decar Nickel Project. The Decar Nickel Project is an advanced project targeting awaruite, a nickel-iron alloy mineral, hosted by serpentinized ultramafic intrusive rocks of the Trembleur Ultramafic Unit within the Permian to Triassic age Cache Creek Complex.

• The principal target on the project is nickel occurring as awaruite, but at the exploration stage all other styles of mineralization should be considered.

• Systematic, ground-based exploration work began within the area of the claims now covered by the Nickel Project under the direction of Ms. Ursula Mowat, P.Geo. in 1987, continuing intermittently until 2012. This work established the presence of elevated nickel, cobalt and chromium values in rocks, soils, and stream sediments.

• The area of the claim groups of the project were included in Geoscience BC’s QUEST and QUESTWest projects, including multiparameter regional geophysical surveys, and regional stream sediment reanalyzes and data compilations between 2008 and 2009.

• Britten’s technical paper “Regional Metallogeny and Genesis of a New Deposit Type – Disseminated Awaruite (Ni3Fe) Mineralization Hosted in the Cache Creek Terrane published in 2017 in Economic Geology should be utilized as an interim mineral deposit model or profile for the Nickel Project.

2022 Work Program

In June 2022 geologists from Hardline Exploration spent three days mapping and sampling on the HNC claims. Crews collected 88 grab rock samples primarily from the center of the property where a large magnetic anomaly hosts the Tildesley Creek Minfile. The target is a nicklel bearing ultramafic which may host sulfide or awaruite nickel mineralization. Samples were sent to SGS Labs in Burnaby BC for four acid digestion, then futher Davis tube testing on specific rocks to test for magnetically recoverable nickel. Assays are expected in the third quarter of 2023.

KLONE GROUP

On 15 October 2020, the Company entered into an option agreement to earn 100% interest in the Klone Group of mineral claims located in Fort St. James in British Columbia. The Company may exercise the option by making a total of $305,000 cash payments, issuing 550,000 common shares and incurring $1,200,000 in exploration expenditures over 5 years.

In relation to this option agreement, the Company made an initial cash payment of $35,000 and issued 75,000 common shares. Additionally, the Company issued 100,000 finder’s shares.

During the year ended 30 June 2022, the agreement for Klone Group was terminated and the Company recognized an impairment of $60,607.

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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Qualified Person Statement

Jeremy Hanson, a qualified person as defined by NI 43 – 101, is responsible for the technical information contained about the Company’s British Columbia projects in this MD&A. Readers are cautioned that the information in this discussion regarding the property of FPX Nickel Corp is not necessarily indicative of the mineralization on the property of interest.

SELECTED ANNUAL FINANCIAL INFORMATION

The following selected financial information is derived from the audited consolidated financial statements of the Company. The figures have been prepared in accordance with IFRS.

	YearsEnded 30 June (audited)	YearsEnded 30 June (audited)
	2023	2022	2021
	$	$	$
Total revenues	-	-	-
General and administrative expenses	1,084,266	380,733	2,088,268
Mineral property cash costs incurred	132,753	536,541	479,538
Mineral property impairment/disposals	374,750	1,812,415	-
Net income (loss )	1,168,850	(3,021,247)	(2,078,265)
Net income (loss) per share – Basic	0.010	(0. 043)	(0.052)
Net income (loss) per share – Diluted	0.010	(0. 043)	(0.052)
Total assets	7,824,667	1,691,069	4,523,712
Total long-term liabilities	-	-	-
Cash dividends declaredper share	Nil	Nil	Nil

SELECTED QUARTERLY FINANCIAL INFORMATION

The following selected financial information is derived from the audited consolidated financial statements of the Company. The figures have been prepared in accordance with IFRS.

	Forthe QuartersEnded (unaudited)	Forthe QuartersEnded (unaudited)	Forthe QuartersEnded (unaudited)	Forthe QuartersEnded (unaudited)	Forthe QuartersEnded (unaudited)	Forthe QuartersEnded (unaudited)	Forthe QuartersEnded (unaudited)	Forthe QuartersEnded (unaudited)
	30 Jun	31 Mar	31 Dec	30 Sep	30 Jun	31 Mar	31 Dec	30 Sep
	2023	2023	2022	2022	2022	2022	2021	2021
		$	$	$	$	$	$	$
	$
Total revenues		-	-	-	-	-	-	-
	-
Net income (loss)		(740,740)	(92,738)	(96,441)	(626,834)	(1,144,308)	(1,106,801)	(143,304)
	2,098,769
Net income (loss) per share		(0.008)	(0.001)	(0.001)	(0.009)	(0.016)	(0.016)	(0.003)
	0.016
Total assets	7,824,666	2,975,236	1,480,880	1,796,738	1,691,069	2,343,979	3,422,796	4,453,314

RESULTS OF OPERATIONS

For years ended 30 June 2023 compared to the same period in 2022.

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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Comprehensive income for the year ended 30 June 2023 was $1,168,850 as compared to the comprehensive loss of $3,021,247 for the same period in 2022. Being at the exploration stage, the Company did not generate any revenue from operations. The decrease in comprehensive loss of $4,190,097 was mainly attributable to the net effect of:

• Increase of $9,061 in Accounting, from $28,268 in 2022 to $37,329 in 2023.

• Increase of $574in Bank charges from $979 in 2022 to $1,553 in 2023.

• Increase of $123,305 in Consulting fees, from $229,856 in 2022 to $353,161 in 2023.

• Decrease of $13,927 in Depreciation expenses from $21,017 in 2022 to $7,090 in 2023.

• Increase of $750 in Insurance from $19,265 in 2022 to $20,015 in 2023.

• Increase of $2,976 in Legal from $Nil in 2022 to $2,976 in 2023.

• Increase of $6,257 in Marketing & communications, from $12,493 in 2022 to $18,750 in 2023.

• Increase of $2,987 in Office and miscellaneous, from $5,067 in 2022 to $8,054 in 2023.

• Decrease of $15,017 in Rent Expense from $40,419 in 2022 to $25,402 in 2023.

• Increase of $58,290 in Transfer agent fees, from $10,869 in 2022 to $69,159 in 2023.

• Decrease of $2,867 in Travel, lodging and food, from $12,000 in 2022 to $9,133 in 2023.

• Increase of $18,170 in Foreign exchange gain, from $3,099 (loss) in 2022 to $15,071 (gain) in 2023.

• Increase of $1,558 in Accretion expense, from $Nil in 2022 to $1,558 in 2023.

• Decrease of $1,437,665 in Impairment of exploration and evaluation property, from $1,812,415 in 2022 to $374,750 in 2023.

• Increase of $84,353 in Gain on disposal of exploration and evaluation property, from $Nil in 2022 to $84,353 in 2023.

• Increase of $3,355,000 in Unrealized gain on short term investment, from $825,000 (loss)loss in 2022 to $2,530,000 (gain) in 2023.

Selected Financial Information

To date, the Company has not commenced commercial operations.

Liquidity and Capital Resources

As at 30 June 2023, the Company had working capital of $7,266,678 (2022: $798,765).

As at 30 June 2023, the Shareholders’ equity of $7,769,542 (2022: $1,669,586) consisted of share capital of $13,482,923 (2022: $9,111,572), reserves of $5,125,879 (2022: $4,566,124) and deficit of $10,839,260 (2022: $12,008,110).

Outstanding Share Data

The Company’s Authorized Share Capital consists of an unlimited number of common shares without par value.

As at 30 June 2023, the Company had 170,423,653 common shares outstanding (2022 – 72,309,153 common shares).

The Company has adopted a “fixed” stock option plan (the “Plan”), pursuant to which a maximum of 14,461,830 common shares at 30 June 2023 and at the date of this MD&A, being 20% of the issued and

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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outstanding Common Shares of the Company at the time an option is granted, less any outstanding stock options previously granted, will be reserved for issuance as options and will be granted at the discretion of the Corporation’s Board of Directors to eligible optionees (the “Optionees”) under the Plan.

As at 30 June 2023 and the date of this MD&A, the Company had 14,250,000 stock options outstanding.

As at 30 June 2023 and the date of this MD&A, the Company had 98,013,120 share purchase warrants outstanding.

Common shares issuances

• a) Private Placements

On 22 June 2023, the Company issued 60,000,000 units at a price of $0.05 per unit for cash proceeds of $3,000,000. Each unit is comprised of one common share and one share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional common share of the Company at an exercise price of $0.055 per share for a period of five years from closing. The Company also paid filing fees of $21,232, Finder fees in the amount of $191,950 cash and 1,710,000 shares and 702,000 warrants in connection with the private placement. The finder shares issued are valued $85,500. The 702, 000 finder warrants have the same terms as the private placement warrants. These finder warrants had a fair value of $28,112 using the Black-Scholes Option Pricing Model with the following assumptions:

• Risk-free interest rate 3.92%

• Expected term (in years) 1

• Estimated dividend yield 0%

• Weighted-average estimated volatility 115%

On 21 February 2023, the Company issued 33,304,000 units at a price of $0.05 per unit for cash proceeds of $1,665,200. Each unit is comprised of one common share and one share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional common share of the Company at an exercise price of $0.065 per share for a period of five years from closing. The Company also paid filing fees of $12,554, Finder fees in the amount of $40,000 cash and 3,100,500 shares in connection with the private placement. The finder shares issued are valued at $155,025.

• b) Exercise of Share Purchase Warrants

During the year ended 30 June 2022, the Company issued 1,150,000 common shares related to the exercise of 1,100,000 share purchase warrants at an exercise price of $0.06 and 50,000 share purchase warrants at an exercise price of $0.15.

• c) Issuance and Exercise of Stock Options

During the year ended 30 June 2022, the Company issued 1,230,000 common shares related to the exercise of 730,000 stock options at an exercise price of $0.075 and 500,000 stock options at an exercise price of $0.05.

On 6 June 2023, the Company granted 2,500,000 stock options to consultants, directors and officers of the Company. These stock options have an exercise price of $0.05 per share and expire in 5 years. The fair value of these options was determined as $91,587 using the Black-Scholes Option Pricing Model with the following weighted average assumptions:

• Risk-free interest rate 3.61%

• Expected term (in years) 2

• Estimated dividend yield 0%

• Weighted-average estimated volatility 108%

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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On 2 February 2023, the Company granted 12,200,000 stock options to consultants, directors and officers of the Company. These stock options have an exercise price of $0.05 per share and expire in 5 years. The fair value of these options was determined as $440,056 using the Black-Scholes Option Pricing Model with the following weighted average assumptions:

• Risk-free interest rate 3.06%

• Expected term (in years) 2

• Estimated dividend yield 0%

• Weighted-average estimated volatility 106%

• d) Mineral property acquisition

During the year ended 30 June 2022, the Company issued 450,000 common shares with a fair value of $69,750 in relation to the first anniversary of the option agreement for Kelly Funk. There were no shares issued for mineral properties during the year ended 30 June 2023.

Financial and Other Instrument

The Company’s financial assets and liabilities consist of cash, amounts receivable, short-term investment, and trade payables. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

The fair value of these instruments approximates their carrying value due to the short-term nature of their maturity.

Related party expenses

The Company’s related party expenses are summarized as follows for the nine months ended 30 June 2023 and 2022:

2:
	30 June 2023	30 June 2022
Lease payments paid to President and CEO (Note 14) Consulting fees to former CFO Consulting fees to a Director and Chairman Consulting fees to President and CEO Consulting fees to CFO Consulting fees to Corporate Secretary Share-based payments	$	$ - 51,000 24,000 - - 63,000 -
	8,000
	24,000
	24,000
	21,000
	28,000
	93,000
	79,354
Total relatedparty expenses		138,000
	277,354

Short-term investment

On 7 July 2021, the company entered into an option agreement with Surge Battery Metals Inc., whereby Surge may earn an undivided 80% interest in the HN4 and N100 nickel group of claims, located in Northern British Columbia (Note 6.5). As consideration for the transaction, the Company received 5,000,000

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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common shares of Surge. In relation to this transaction, the Company recorded short-term investments of $1,075,000 as at date of (Note 5).

On 31 March 2023, further to the option agreement dated 7 July 2021, Surge was granted the option to acquire the remaining 20% interest in the HN4 and N100 Claims, located in Northern British Columbia. As consideration for the transaction, the Company has received 1,000,000 shares of Surge.

During the year ended 30 June 2023 the Company recognized a gain on change of fair value of short-term investment of $2,530,000 to reflect the fair value of 6,000,000 shares at year end.

Key Management Personnel Compensation

The remuneration of directors and other members of key management for the three years ended 30 June 2023 and 2022 were as follows:

2023 and 2022 were as follows:
As at 30 June	2023	2022
Short-term benefits–management and consulting fees	$	$ 138,000
	190,000
Total key managementpersonnel compensation		138,000
	190,000

Right-of-Use Asset and Lease Liability

On November 1, 2022, the Company entered into a rental agreement with the CEO of the Company. The term of the agreement is from November 1, 2022 to October 31, 2025. The lease liability was measured at the present value of the estimated lease payments and discounted using the Company’s incremental borrowing rate, which is 8%.

The changes in the Company’s ROU asset for the year ended 30 June 2023 are as follows:

	30 June 2023
Balance at 1 July 2022 Additions Depreciation for the year	$
	-
	31,907
	(7,090)
Balance at 30 June 2023	24,817

The changes in the Company’s lease liability for the year ended 30 June 2023 are as follows:

30 June 2023 $ - Balance at 1 July 2022

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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Additions Lease payments (Note 12) Finance charge	31,907
	(8,000)
	1,558
Balance at 30 June2023	25,465
Less: current portion	10,336
Balance at 30 June 2023	15,129

Critical Accounting Estimates

The preparation of consolidated financial statements requires the Company to select from possible alternative accounting principles, and to make estimates and assumptions that determine the reported amounts of assets and liabilities at the balance sheet date and reported costs and expenditures during the reporting period. Estimates and assumptions may be revised as new information is obtained and are subject to change. The Company’s accounting policies and estimates used in the preparation of the consolidated financial statements are considered appropriate in the circumstances but are subject to judgments and uncertainties inherent in the financial reporting process.

Off-Balance Sheet Arrangements

The Company did not enter into any off-balance sheet arrangements during the period.

Outlook

Although current management has demonstrated its ability to raise funds in the past, with the current financial market conditions and global economic uncertainty, there can be no assurance they will be able to do so in the future. The financial results and discussion do not include the adjustments that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

Although current management has demonstrated its ability to raise funds in the past, with the current financial market conditions and global economic uncertainty, there can be no assurance they will be able to do so in the future. The financial results and discussion do not include the adjustments that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

Caution Regarding Forward Looking Statements

Except for historical information contained in this discussion and analysis, disclosure statements contained herein are forward-looking. Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially, from those in such forward-looking statements. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

GRID BATTERY METALS INC. (Formerly Nickel Rock Resources Inc.) Management’s Discussion and Analysis of Financial Results For the years ended 30 June 2023 and 2022

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Other Information

Additional information about the Company is available on SEDAR at www.sedar.com.

Subsequent Events

28 September 2023 , the Company closed an arranged agreement with its newly incorporated wholly owned subsidiary 1427652 B.C. Ltd., where the Company will transfer the Nickel Project in exchange for 9,339,040 common shares of 1427652 B.C. Ltd.

21 September 2023 , the Company closed a non-brokered private placement issuing 4,000,000 units at a price of $0.12 per share for gross proceeds of $480,000. Each unit is comprised of one common share and one share purchase warrant. Each warrant will entitle the holder to purchase one additional common share at an exercise price of $0.155 per share for a period of five years from closing.

14 September 2023, the Company issued 3,500,000 common shares for the exercise of 1,500,000 warrants at $0.065/warrant for gross proceeds of $97,500 and 2,000,000 warrants at $0.055/warrant for gross proceeds of $108,500.

6 September 2023, the Company has contracted the services of Rangefront Geological (“Rangefront”) a highly experienced Nevada-based mining services company to perform a detailed soil sampling on a 50 m X 100 m spacing on the Texas Spring Lithium Property planned to begin in early September.

For over a decade, Rangefront has combined in-depth expertise with cutting-edge technology to provide mining consulting services, contract labor, field crew services, and vehicular support to the mining industry. With services available across North America, Rangefront will work closely with Grid to provide high-quality soil sampling and mineral exploration program tailored to the Texas Spring Lithium project. Rangefront has quite a bit of experience in the immediate area, having recently completed soil sampling and mineral exploration work on the adjacent Nevada North Lithium Project owned by Surge Battery Metals.

14 July 2023 , the Company formed 1427652 B.C. Ltd. and subscribed to 100% if its shares.

12 July 2023 , the Company issued 8,707,142 common shares related to the Texas Spring purchase and sale agreement.

7 July 2023 , the Company issued 250,000 common shares for the exercise of 250,000 stock options at a price of $0.05 for gross proceeds of $12,500.

Subsequent to the year ended, the Company sold common shares of Surge for gross proceeds of $2,700,000.