Grounded Lithium Corp. — Proxy Solicitation & Information Statement 2025

May 21, 2025

Grounded Lithium Corp

Notice-and-Access Notification for Grounded Lithium Corp. Annual General and Special Meeting of Shareholders to be held on June 18, 2025

You are receiving this notification as Grounded Lithium Corp. (the "Company") is using the notice-and-access model for delivery of certain meeting materials to its non-registered shareholders (the "Non-Registered Shareholders"). This document provides an overview of how Non-Registered Shareholders may access proxy materials for the above noted meeting. You are reminded to access and review the management information circular (the "Information Circular") of Company and other proxy materials available online prior to voting. These materials are available at:

https://groundedlithium.com/investors/

OR

www.sedarplus.ca

Obtaining Paper Copies of the Proxy Materials

Non-Registered Shareholders may request to receive paper copies of the Information Circular related to the above referenced meeting as well as the financial statements and related management's discussion and analysis for the year ended December 31, 2024 (collectively, the "Meeting Materials") by mail at no cost. Requests for paper copies of the Meeting Materials must be received by 2:00 p.m. on June 9, 2025, in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Meeting Materials for up to one year from the date the Information Circular is filed on www.sedarplus.ca.

For more information regarding notice-and-access or to obtain a paper copy of the Meeting Materials you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.com or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

Meeting Date and Time: Monday, June 18, 2025, at 2:00 p.m. (Mountain Standard Time)

Location: 4000, 421 7th Ave SW, Calgary, AB (Barbara Romaine Boardroom)

The resolutions to be voted on at the meeting, described in detail in the Information Circular, are as follows:

Financial Statements: Shareholders will be asked to receive the consolidated financial statements of the Company for the years ended December 31, 2024 and December 31, 2023, together with auditors' report thereon. Information respecting the financial statements may be found in the Circular under "Particulars of Matters to be Acted Upon - Financial Statements".

Fixing the Number of Directors: Shareholders will be asked to fix the number of directors to be elected at the Meeting at four (4). Information respecting the number of directors may be found in the Circular under "Particulars of Matters to be Acted Upon - Fixing the Number of Directors to be Elected at the Meeting".

Election of Directors: Shareholders will be asked to elect directors for the ensuing year. Information respecting the election of directors may be found in the Circular under "Particulars of Matters to be Acted Upon - Election of Directors".

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Appointment of Auditor: Shareholders will be asked to reappoint MNP LLP as the Company's auditor for the ensuing year, and to authorize the directors to fix their remuneration. Information respecting the appointment of MNP LLP may be found in the Circular under "Particulars of Matters to be Acted Upon - Appointment of Auditor".

Equity Incentive Plan: Shareholders will be asked to approve the Company's equity incentive plan. Information respecting the approval of the equity incentive plan may be found in the Circular under "Particulars of Matters to be Acted Upon - Approval of Equity Incentive Plan".

Other Business: Shareholders may be asked to consider other items of business that may be properly brought before the meeting.

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by 2:00 p.m. (Mountain Standard Time) on June 16, 2025.

Stratification

The Company is providing paper copies of its Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.