Grounded Lithium Corp. — Capital/Financing Update 2023

Jun 22, 2023

UNDERTAKING

TO:	Autorité des marchés financiers
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 (all of the
	foregoing, collectively, the “Securities”) pursuant to the Prospectus

In connection with the filing by the Company of the Prospectus, the Company hereby undertakes not to distribute Securities in Canada by way of an “at-the-market distribution” (as contemplated in Part 9 of National Instrument 44-102) (“ ATM ”) under the Prospectus unless the Company has filed an amendment to the Prospectus adding Québec as a jurisdiction in which the Securities will be distributed or otherwise obtained exemptive relief therefrom.

DATED as of June 22, 2023.

GROUNDED LITHIUM CORP.

By: /s/ “Greg Phaneuf” Greg Phaneuf, Senior Vice President, Corporate Development and Chief Financial Officer