Grid Metals Corp. — Proxy Solicitation & Information Statement 2025

Dec 4, 2025

GRID METALS CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) of Grid Metals Corp. (the “Corporation”) will be held at the offices of Peterson McVicar LLP, 110 Yonge Street, Suite 1601, Toronto, ON M5C 1T4, at 2:00 p.m. (Toronto Time) on January 8, 2026. (Toronto time) for the following purposes, all as more particularly described in the enclosed management information circular (the “Circular”):

(a) to receive the Corporation’s financial statements for the year ended December 31, 2024, and the report of the auditors thereon;
(b) to elect the directors of the Corporation for the ensuing year;
(c) to appoint the auditors and to authorize the directors to fix their remuneration;
(d) to approve the Corporation’s equity incentive plan for the ensuing year;
(e) to consider and, if thought appropriate, approve an ordinary resolution of the disinterested shareholders of the Corporation confirming, ratifying and approving a grant of stock options to an insider of the Corporation, as previously approved by the board of directors of the Corporation; and
(f) to transact such further and other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

The board of directors (the “Board”) has fixed November 28, 2025, as the record date (the “Record Date”) for determining the Shareholders who are entitled to receive notice of and vote at the Meeting. Only Shareholders whose names have been entered in the registers of the Corporation as at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.

The Corporation has elected to use the notice-and-access provisions adopted by the Canadian Securities Administrators (“Notice-and-Access”) to distribute proxy-related materials to Shareholders. Notice-and-Access is a set of rules that allow reporting issuers to post electronic versions of proxy-related materials on SEDAR and on one additional website, rather than mailing paper copies to Shareholders. The use of Notice-and-Access will reduce the Corporation’s printing and mailing costs and is more environmentally friendly as it will help to reduce paper use. Shareholders have the right to request hard copies of any materials posted online by the Corporation under Notice-and-Access. The Corporation will not use procedures known as “stratification” in relation to the use of the Notice-and-Access provisions. Meeting materials, including the Circular, Financial Statements and the MD&A are available under the Corporation’s SEDAR+ profile at www.sedarplus.ca and on the Corporation’s website at https://gridmetalscorp.com/investors/annual-meeting-materials/. Shareholders may also request paper copies of the Circular, Financial Statements and the MD&A free of charge by contacting Odyssey Trust Company by phone at 1-888-290-1175 ( toll free within North America ) or 1-587-885-0960 ( direct from outside North America ) or at https://odysseytrust.com/ca-en/help/.

Voting

All Shareholders are invited to attend the Meeting and may attend in person or may be represented by proxy. A “beneficial” or “non-registered” Shareholder will not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting. Shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it in the envelope provided. To be effective, the enclosed form of proxy must be deposited with the Corporations registrar and transfer agent, Odyssey Trust Company, by mail at 1100 – 67 Yonge Street, Toronto ON M5E 1J8 Attn: Proxy Department, or online at https://vote.odysseytrust.com. In

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order to be valid and acted upon at the Meeting, the duly completed form of proxy must be received prior to 2:00 p.m. (Toronto time) on January 6th, 2026 (the “Proxy Deadline”) or be deposited with the Secretary of the Corporation before the commencement of the Meeting or of any adjournment thereof. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. If you are a non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein. Shareholders are reminded to review the circular before voting.

A “beneficial” or “non-registered” Shareholder will not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting.

If you are a non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

Shareholders are reminded to review the Circular before voting.

DATED this 28th day of November 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Robin Dunbar”

Robin Dunbar
President and Chief Executive Officer