Grounded Lithium Corp. — Capital/Financing Update 2023

Jun 22, 2023

UNDERTAKING

TO: The Executive Director of the Alberta Securities Commission

FROM: Grounded Lithium Corp. (the “ Company ”)

RE: Final short form base shelf prospectus filed on June 22, 2023 (the “ Prospectus ”) relating to the issue and sale from time to time of common shares, preferred shares, debt securities, warrants, subscription receipts and units pursuant to the Prospectus

In connection with the filing by the Company of the Prospectus, the Company hereby undertakes:

• (a) to raise a minimum of $3,000,000 in gross proceeds (the “ Minimum Amount ”) pursuant to its first prospectus supplement to be filed under the Prospectus and to ensure such proceeds will be sufficient to satisfy its short term liquidity requirements and general & administrative expenses for the next 12 months, complete its preliminary economic assessment, and to complete its next business milestone, which if only the minimum amount is raised, would be the completion of delineation drilling and corresponding sampling and testing, community and provincial ministry engagement, and environmental studies; and

• (b) to withdraw the Prospectus if the Company is unable to raise the Minimum Amount within 90 days of the receipt for the Prospectus.

DATED as of June 22, 2023.

GROUNDED LITHIUM CORP.

By: /s/ “Greg Phaneuf”

Greg Phaneuf, Senior Vice President, Corporate Development and Chief Financial Officer