Grounded Lithium Corp. — Capital/Financing Update 2022

Aug 17, 2022

FORM 51‐102F3 ‐ MATERIAL CHANGE REPORT

1. NAME AND ADDRESS OF COMPANY

Marvel Biosciences Corp. Suite 420, 505 – 8[th] Avenue SW Calgary, Alberta T2P 1G2

2. DATE OF MATERIAL CHANGE

August 9, 2022

3. NEWS RELEASE

News release dated August 9, 2022 was disseminated through the facilities of Newsfile Corp.

4. SUMMARY OF MATERIAL CHANGE

Marvel Biosciences Corp. (TSX‐V: MRVL) and its wholly owned subsidiary, Marvel Biotechnology Inc. (collectively the “ Company ” or “ Marvel ”), reported that, further to its news releases of June 21, 2022 and July 18, 2022, it closed its non‐brokered private placement of 7,200,000 units of the Company (the “ Units ”) at a price of $0.10 per Unit for aggregate gross proceeds of $720,000 (the “ Offering ”). Each Unit is comprised of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (“ Warrant ”). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.15 on or before the date that is the earlier of (the “ Expiry Date ”): (i) one year from the date of issuance of the Units; and (ii) in the event that the volume weighted average trading price of the common shares of the Company on the TSX Venture Exchange is at least $0.20 for a minimum of 10 consecutive trading days (whether or not trading occurs on all such days), (the “ Triggering Event ”), the Company may, in its sole discretion, issue a news release announcing that the exercise period has been reduced to thirty (30) days following the date of the issuance of such news release (the “ Accelerated Expiry Date ”). If such news release is issued, all Warrants that are not exercised prior to 5:00 p.m. Calgary time on the Accelerated Expiry Date will expire immediately after such time on the Accelerated Expiry Date.

Certain directors and officers of the Company participated in the Offering for 850,000 Units for proceeds of $85,000. Each transaction with an insider of the Company constitutes a “related party transaction” within the meaning of MI 61‐101 Protection of Minority Security Holders in Special Transactions (“ MI 61‐101 ”). The Company is relying on the exemptions from the formal valuation and minority approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61‐101, on the basis that the fair market value of the transaction does not exceed 25 per cent of the Company's market capitalization. The directors of the Company have approved the Offering.

In connection with the Offering, the Company paid finders fees of $26,000 in cash commission to certain finders. Research Capital Corporation, Raymond James Ltd. and Canaccord Genuity Corp. acted as finders in connection with the Offering. The proceeds of the Offering will be used to fund drug formulation, toxicology studies and for general working capital purposes.

The securities issued pursuant to the Offering are subject to the receipt of all necessary regulatory and stock exchange approvals. In accordance with applicable securities laws, the securities issued pursuant to the Offering are subject to a statutory hold period expiring four months and one day from the date of each issuance under the Offering.

The securities offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

5. FULL DESCRIPTION OF MATERIAL CHANGE

Marvel Biosciences Corp. (TSX‐V: MRVL) and its wholly owned subsidiary, Marvel Biotechnology Inc. (collectively the “ Company ” or “ Marvel ”), reported that, further to its news releases of June 21, 2022 and July 18, 2022, it closed its non‐brokered private placement of 7,200,000 units of the Company (the “ Units ”) at a price of $0.10 per Unit for aggregate gross proceeds of $720,000 (the “ Offering ”). Each Unit is comprised of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (“ Warrant ”). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.15 on or before the date that is the earlier of (the “ Expiry Date ”): (i) one year from the date of issuance of the Units; and (ii) in the event that the volume weighted average trading price of the common shares of the Company on the TSX Venture Exchange is at least $0.20 for a minimum of 10 consecutive trading days (whether or not trading occurs on all such days), (the “ Triggering Event ”), the Company may, in its sole discretion, issue a news release announcing that the exercise period has been reduced to thirty (30) days following the date of the issuance of such news release (the “ Accelerated Expiry Date ”). If such news release is issued, all Warrants that are not exercised prior to 5:00 p.m. Calgary time on the Accelerated Expiry Date will expire immediately after such time on the Accelerated Expiry Date.

Certain directors and officers of the Company participated in the Offering for 850,000 Units for proceeds of $85,000. Each transaction with an insider of the Company constitutes a “related party transaction” within the meaning of MI 61‐101 Protection of Minority Security Holders in Special Transactions (“ MI 61‐101 ”). The Company is relying on the exemptions from the formal valuation and minority approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61‐101, on the basis that the fair market value of the transaction does not exceed 25 per cent of the Company's market capitalization. The directors of the Company have approved the Offering.

In connection with the Offering, the Company paid finders fees of $26,000 in cash commission to certain finders. Research Capital Corporation, Raymond James Ltd. and Canaccord Genuity Corp. acted as finders in connection with the Offering. The proceeds of the Offering will be used to fund drug formulation, toxicology studies and for general working capital purposes.

The securities issued pursuant to the Offering are subject to the receipt of all necessary regulatory and stock exchange approvals. In accordance with applicable securities laws, the securities issued pursuant to the Offering are subject to a statutory hold period expiring four months and one day from the date of each issuance under the Offering.

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The securities offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51‐102

Not applicable.

7. OMITTED INFORMATION

Not applicable.

8. EXECUTIVE OFFICER

Jacqueline Groot, Corporate Secretary Tel: 403‐770‐2467

9. DATE OF REPORT

August 17, 2022

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