Grid Metals Corp. — Capital/Financing Update 2024

Jan 5, 2024

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PRICING SUPPLEMENT TO A SHORT FORM BASE SHELF PROSPECTUS DATED SEPTEMBER 20, 2023

This pricing supplement, together with the short form base shelf prospectus dated September 20, 2023 to which it relates, as may be further amended or supplemented, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered, sold or delivered, directly or indirectly, in the United States of America or to, or for the account or benefit of, U.S. persons.

January 3, 2024

Certain Strip Coupons and Strip Residuals (“CARS”) derived by RBC Capital Markets from $10,000,000 in the Aggregate

of

5.33% Debentures (Non-Viability Contingent Capital) of the Canadian Imperial Bank of Commerce due January 20, 2033

under the CARS[™] and PARS[™] Programme

RBC Capital Markets (together with its affiliates and including in its capacity as promoter, the “Dealer”) has purchased on the secondary market $10,000,000 in the aggregate of 5.33% Debentures (Non-Viability Contingent Capital), due January 20, 2033 (the “Underlying Obligations”) of Canadian Imperial Bank of Commerce (“CIBC”), and has derived from the Underlying Obligations, certain Strip Coupons and Strip Residuals, as described herein (collectively, the “Strip Securities”). The Dealer is offering such Strip Securities for sale to the public under the accompanying base shelf prospectus dated September 20, 2023 (the “Prospectus”), together with this pricing supplement (the “Pricing Supplement”).

The Dealer may sell the Strip Securities to the public at such prices and at such rates of commission as may be negotiated between each purchaser and a Dealer. Such prices and rates may vary between purchasers of the Strip Securities during the period of distribution of these securities.

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Price: Rates on Application

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In this Pricing Supplement, unless otherwise indicated, capitalized terms which are defined in the Prospectus are used herein with the meanings defined therein.

You should rely only upon the information contained in this Pricing Supplement and the Prospectus for information about the Strip Securities. Neither the Dealer nor Royal Bank of Canada (“RBC”) has authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Dealer is not making an offer of Strip Securities in any jurisdiction where such offer is not permitted. In this Pricing Supplement, unless otherwise specified, all dollar amounts are expressed in Canadian dollars.

All information relating to CIBC, an Underlying Issuer or an Underlying Obligation contained in the Prospectus, in this Pricing Supplement, or otherwise made available by the Dealer or RBC is derived from publicly available sources. Such sources may include information prepared and filed on an ongoing basis with regulatory bodies (including securities, currency, commodities, financial services or other governmental or regulatory authorities) or agencies monitored or supervised by such regulatory bodies, including securities exchanges, which permit market participants access to such information, or from secondary sources making use of or compiling such information. None of the Dealer, RBC or any of their respective directors, employees, agents, associates or affiliates assumes responsibility for the accuracy or completeness of such information.

The Strip Securities are not obligations of, and are not guaranteed by, the Dealer, RBC, or any of their respective directors, employees, agents, associates or affiliates. None of these entities or persons has represented or undertaken that you will be paid any amount payable in respect of the Strip Securities including in any enforcement action and you will not have any claim against any of these entities or persons for any deficiency arising on the realization of principal or interest. The Strip Securities are not

™ CARS and PARS are trademarks used under license.

“deposits” within the meaning of the Canada Deposit Insurance Corporation Act and are not insured or guaranteed by the Dealer, RBC or any of their respective directors, employees, agents, associates or affiliates or the Canada Deposit Insurance Corporation or any other governmental authority or any other person.

This document is in two parts. The first part is this Pricing Supplement, which describes the terms of the offering and also adds to and updates information contained in the Prospectus. The second part is the Prospectus, which gives more general information.

See also “Details of the Offering”, “Risk Factors”, “Certain Income Tax Considerations”, “Plan of Distribution” and “Relationship between the Dealers and the Underlying Issuers” in the Prospectus.

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DETAILS OF THE OFFERING

Summary Description of How the Strip Securities are Constructed	In order to create the Strip Securities sold under this Pricing Supplement, the Dealer has purchased the Underlying Obligations on the secondary market. The Underlying Obligations are then deposited by the Dealer with CDS, with instructions to break out (or “strip”) each of the obligations of the Underlying Issuer to pay interest and principal on the Underlying Obligations into their separate component parts. Each of the component parts is then entered into the CDSX system as Strip Coupons (separate components of interest) and a Strip Residual (a separate component of principal), which together are called “Strip Securities”. Each of the Strip Securities is assigned a separate ISIN and CUSIP and are then eligible to be sold by the Dealer. The Strip Coupons and Strip Residual are then paid by CDS to the intermediaries that hold them if, as and when the Underlying interest and the principal is paid by the Underlying Issuer on the Underlying Obligations, in accordance with their terms. See the Prospectus and the other disclosure in this Pricing Supplement for the full description of the Strip Securities.
Strip Securities:	Strip Coupons: The holders of the Strip Coupons are entitled to receive in the aggregate payments of interest of $266,500, payable either on January 20 or July 20 of each year up to and until January 20, 2028, as applicable, if, as and when the applicable interest is paid by CIBC on the Underlying Obligations in accordance with their terms. Strip Residuals: The holders of the Strip Residuals are entitled to receive payments of an aggregate of $10,000,000 at maturity of the Underlying Obligations, if, as and when the applicable principal is paid by CIBC on the Underlying Obligations in accordance with their terms. Holders of the Strip Residuals are also entitled to, from and excluding January 20, 2028 to maturity, interest payable at the Daily Compounded CORRA plus 2.37% (as defined in the prospectus relating to the Underlying Obligations (the “Underlying Obligations Prospectus”)), payable quarterly on the 20thday of January, April, July and October of each year with the first such payment on April 20, 2028 until maturity, if, as and when the applicable interest is paid by CIBC on the Underlying Obligations in accordance with their terms.
Closing Date:	January 5, 2024.
Price to the Public:	The Strip Securities distributed under this Pricing Supplement will be sold at prices determined by the Dealer and, as such, these may vary as between purchasers of the Strip Securities during the period of distribution. In quoting a price for the Strip Securities, the Dealer is required to advise you of the annual yield to maturity of the Strip Securities based on such price.
Dealer Commissions:	CIBC will not receive any proceeds, and the Dealer will not be entitled to be paid any fee or commission by CIBC, in respect of the sale by the Dealer of the Strip Securities. The Dealer’s overall compensation will be the amount by which the aggregate price paid for the Strip Securities by purchasers exceeds the aggregate price paid by the Dealer for the Underlying Obligations.
Net Proceeds:	The net proceeds from the sale of the Strip Securities distributed under this Pricing Supplement will be added to the general revenues of the Dealer. CIBC will not receive any proceeds from any sale of Strip Securities.

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Interest and Maturities:	Strip Coupons: Interest represented by the Strip Coupons is payable on January 20 and July 20 of each year, as applicable, commencing January 20, 2024 up to and including January 20, 2028, if, as and when the applicable interest is paid by CIBC on the Underlying Obligations in accordance with their terms. Strip Residuals: Principal is payable on January 20, 2033, if, as and when the applicable principal is paid by CIBC on the Underlying Obligations in accordance with their terms. From and excluding January 20, 2028 to maturity, holders of the Strip Residuals are also entitled to interest payable quarterly on the 20thday of January, April, July and October of each year, with the first such payment on April 20, 2028, if as and when the applicable interest is paid by CIBC on the Underlying Obligations in accordance with their terms.
Redemption Provisions in respect of the Underlying Obligations:	The Underlying Obligations shall be redeemable by CIBC at any time on or after January 20, 2028, with the prior written approval of the Superintendent of Financial Institutions Canada (the “Superintendent”), in whole or in part, on not less than 10 nor more than 60 days’ prior notice to the registered holders of the Underlying Obligations, at a redemption price which is equal to par, plus accrued and unpaid interest to, but excluding the date fixed for redemption. At any time on or after a Special Event Redemption Date (as defined in the Underlying Obligations Prospectus), CIBC may, at its option with the prior approval of the Superintendent, on giving not less than 10 days’ nor more than 60 days’ prior notice to the registered holders of the Underlying Obligations, redeem all (but not less than all) of the Underlying Obligations at a redemption price which is equal to the greater of the Canada Yield Price (as defined in the Underlying Obligations Prospectus) and par, together in either case with accrued and unpaid interest to, but excluding, the date fixed for redemption. Any portion of the Underlying Obligation redeemed by CIBC shall be cancelled and may not be reissued.
Non-Viable Contingent Capital:	Upon the occurrence of a Trigger Event (as defined in the Underlying Obligations Prospectus), each Underlying Obligation will be automatically and immediately converted, on a full and permanent basis, without the consent of the holders thereof, into a number of fully-paid common shares of CIBC (“Common Shares”), as specified in the Underlying Obligations Prospectus.
Denominations:	Strip Coupons: $1,000 face value. Strip Residuals: $1,000 face value.
Underlying Issuer:	The Canadian Imperial Bank of Commerce.
Offices of CIBC:	81 Bay Street Toronto, Ontario M5J 1E6
Underlying Obligations:	5.33% Debentures (Non-Viability Contingent Capital) of the Canadian Imperial Bank of Commerce, due January 20, 2033.
Credit Ratings of Underlying Obligations:	DBRS Limited: AL Moody’s Investors Service: Baa1 Standard & Poor’s: BBB+ The Strip Securities are different from the Underlying Obligations and do not have their own separate credit ratings. This is in part due to the fact that the Strip Securities are not sold by the Underlying Issuer but are derived and sold by the Dealer from the Underlying Obligations that were purchased on the secondary market. The above noted credit ratings of the UnderlyingObligations maynot be indicative of the credit risks applicable to the

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	Strip Securities. Undue reliance should not be placed on the credit rating of the UnderlyingObligations in makinga decision as to whether to invest in StripSecurities.
CDSX:	The Underlying Obligations have been delivered to CDS Clearing and Depository Services Inc. (“CDS”) and registered in the name of CDS or its nominee. See “Details of the Offering – Strip Securities – CDS Clearing and Depository Services Inc.” and “Details of the Offering – Strip Securities – CDSX” in the Prospectus.
Principal Dealer:	RBC Capital Markets.

UNDERLYING ISSUER INFORMATION

The continuous disclosure and other documents of CIBC (the "CIBC Continuous Disclosure Documents”) filed with the Canadian securities regulatory authorities are available through the System for Electronic Document Analysis and Retrieval (“SEDAR+”) Website maintained by CDS Inc. at “www.sedarplus.ca”. A copy of the prospectus relating to the Underlying Obligations (the “Underlying Obligations Prospectus”) may be obtained from the SEDAR+ Website or may be obtained by any investor from the Dealer without charge, upon request, solely for informational purposes.

The Dealer cannot assure that all events occurring prior to the date of this Pricing Supplement, including events that would affect the accuracy or completeness of the CIBC Continuous Disclosure Documents, and events that would affect the trading price of the securities of CIBC, and therefore potentially the offering and trading prices of Strip Securities, have been publicly disclosed.

None of the Dealer, RBC or any of their respective directors, employees, agents, associates or affiliates assumes any responsibility or liability for the accuracy or completeness of the CIBC Continuous Disclosure Documents or the Underlying Obligations Prospectus. All such documents have been filed on SEDAR+ and/or with the Canadian securities regulatory authorities by or on behalf of CIBC as required or permitted to do so, which party is responsible for all of the content of its filed documents. Information on the SEDAR+ Website is not incorporated by reference into this Pricing Supplement or the Prospectus and prospective purchasers should not consider such information to be part of or to be included in this Pricing Supplement or the Prospectus. The SEDAR+ internet address is included in this Pricing Supplement as an inactive textual reference only.

Unlike original purchasers of the Underlying Obligations under the prospectus which qualified the distribution of the Underlying Obligations, the original purchasers of Strip Securities under the Prospectus and this Pricing Supplement do not have a statutory right of action against CIBC, its directors or officers or any experts whose reports, opinions or statements may have been used in connection with such prospectus.

ELIGIBILITY FOR INVESTMENT

The following summary is based on the current provisions of the Income Tax Act (Canada), including the regulations thereunder (collectively, the “Tax Act”), and all specific proposals to amend the Tax Act publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) which this summary assumes will be enacted as currently proposed although no assurance can be given that this will be the case.

The Strip Securities will be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), a registered retirement income fund (“RRIF”), a tax-free savings account (“TFSA”), a deferred profit sharing plan (other than a trust governed by a deferred profit sharing plan to which contributions are made by CIBC or by an employer with whom CIBC does not deal at arm’s length within the meaning of the Tax Act), a registered education savings plan (“RESP”), a registered disability savings plan (“RDSP”) and a first home savings account (“FHSA” and together with an RRSP, a RRIF, a TFSA, an RESP and a RDSP, “Specified Plans”) and may be held in any such plan, subject to the terms of the particular plan.

Notwithstanding the foregoing, a Controlling Individual (defined below) will be subject to a penalty tax in respect of Strip Securities held in a Specified Plan if such Strip Securities are prohibited investments for the Specified Plan. The Strip Securities will generally not be prohibited investments for a Specified Plan unless the Controlling Individual: (i) does not deal at arm’s length with CIBC for the purposes of the Tax Act, or (ii) has a “significant interest” (within the meaning of subsection 207.01(4) of the Tax Act) in CIBC. Holders of a TFSA, RDSP, or FHSA, annuitants of an RRSP or RRIF and subscribers of an RESP (each, a

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“Controlling Individual”) should consult their own tax advisors as to whether the Strip Securities will be prohibited investments in their particular circumstances.

ADDITIONAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion supplements (and should be read together with) the discussion in the section of the Prospectus entitled “ Certain Income Tax Considerations ”. This supplemental discussion is of a general nature only, is not exhaustive of all Canadian federal income tax considerations and should not be interpreted or relied upon as legal or tax advice to any particular purchaser. Prospective investors should consult their own tax advisors with respect to their particular circumstances.

The occurrence of a Trigger Event and a resulting NVCC Automatic Conversion (as defined in the Underlying Obligations Prospectus) will result in a disposition by a Holder of its Strip Securities for Canadian federal income tax purposes. See the section of the Prospectus entitled “ Certain Income Tax Considerations – Dispositions of Strip Securities ”. For these purposes, a Holder’s proceeds of disposition for its Strip Securities should generally be equal to the fair market value of the Common Shares acquired by the Holder on the NVCC Automatic Conversion and the Holder’s cost of such Common Shares should generally be equal to their fair market value at the time of the NVCC Automatic Conversion. The adjusted cost base to the Holder of the Common Shares acquired at the time of the NVCC Automatic Conversion will be determined by averaging the cost of such Common Shares with the adjusted cost base of all other Common Shares held by such Holder as capital property immediately before that time.

Holders should consult their own tax advisors regarding the Canadian federal income tax consequences to them associated with: (i) the disposition of their Strip Securities as the result of an NVCC Automatic Conversion, and (ii) the acquisition, holding and disposition of Common Shares acquired on an NVCC Automatic Conversion.

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