Grid Metals Corp. — Capital/Financing Update 2022

Aug 23, 2022

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Reporting Issuer

Grid Metals Corp. 3335 Yonge Street, Suite 304 Toronto, ON M4N 2M1

Item 2: Date of Material Change

August 22, 2022

Item 3: News Release

The news release announcing the material change were released on August 22, 2022 through Canadian Newswire and subsequently filed on the System for Electronic Document Analysis and Retrieval. Copy of the press release is attached hereto.

Item 4: Summary of Material Change

Grid Metals Corp. (“ Grid Metals ” or the “ Company ”) announced a non-brokered private placement of securities of the Company to issue up to 56 million shares of the Company and raise gross proceeds of up to C$ 8,520,000 (the " Offering "). The Offering will include cornerstone investments by AMCI - a globally diversified mining and investment group specializing in the natural resource industry and Primero Group - a highly specialized engineering and operations company. Churchill Strategic Investments Group Pty Ltd of Perth Australia will be an investor and will act as a finder in the private placement.

The Offering will be comprised of a combination of the following:

• Ordinary common shares of the Company (the " Shares ") to be sold at a price of C$0.12 per Share; and

• Charitable flow-through common shares of the Company (the " Charity Shares to be sold at a price of C$0.21 per Charity Share.

Each Charity Share will be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada). The exact number of Shares and Charity Shares sold will be determined prior to the closing of the Offering.

Item 5: Full Description of Material Change

Grid Metals Corp. (“ Grid Metals ” or the “ Company ”) announced a non-brokered private placement of securities of the Company to issue up to 56 million shares of the Company and raise gross proceeds of up to C$ 8,520,000 (the " Offering "). The Offering

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will include cornerstone investments by AMCI - a globally diversified mining and investment group specializing in the natural resource industry and Primero Group - a highly specialized engineering and operations company. Churchill Strategic Investments Group Pty Ltd of Perth Australia will be an investor and will act as a finder in the private placement.

The Offering will be comprised of a combination of the following:

• Ordinary common shares of the Company (the " Shares ") to be sold at a price of C$0.12 per Share; and

• Charitable flow-through common shares of the Company (the " Charity Shares ") to be sold at a price of C$0.21 per Charity Share.

Each Charity Share will be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada). The exact number of Shares and Charity Shares sold will be determined prior to the closing of the Offering.

Churchill Strategic Investments Group Pty Ltd (" Churchill ") will be acting as finder in connection with the majority of the Offering and will receive a cash finder's fee of 4% of the total gross proceeds from subscribers introduced by Churchill. Churchill will also be entitled to receive finder's warrants in connection with the Offering. Other qualified finders may also receive finder's fees in cash and warrants for subscribers introduced by such finders. The Charity Shares are being issued as part of a charity arrangement structured by Peartree Securities Inc.

The net proceeds from the Shares will be used for exploration of the Company's property portfolio in Manitoba and Ontario and general working capital purposes. Proceeds from the sale of Charity Shares will be used to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act that qualify for the federal 30% Critical Mineral Exploration Tax Credit announced in the federal budget on April 7, 2022 and will be eligible for the 30% Manitoba Mineral Exploration Tax Credit (" Qualifying Expenditures "). Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2022, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of Charity Shares.

The closing of the Offering is expected to occur on or about September 15, 2022 and is subject to receipt of all applicable regulatory approvals, including approval of the TSX Venture Exchange. The Shares, Charity Shares, and any ordinary common shares issuable upon the exercise of finders' warrants issued with respect to the Offering will be subject to a hold period of four months and one day in accordance with applicable securities laws.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the " U.S. Securities Act "), or any applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such registration requirements.

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This press 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.

See the attached Press Release for more information.

Item 6: Reliance of subsection 7.1(2) of NI 51-102

Not applicable.

Item 7: Omitted Information

Not applicable.

Item 8: Executive Officer

For further information please contact: Robin Dunbar, President Telephone: (416) 955-4773

Item 9: Date of Report

August 23, 2022