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Positive
Capital raise of C$4.03M to fund exploration
First Tranche committed: 14,000,000 shares at C$0.12
CFT proceeds eligible for 30% Manitoba exploration tax credit
Funding prioritized for Falcon West cesium drilling start
Negative
Potential issuance of up to 28,635,903 new shares diluting holders
Second Tranche and CFT closing subject to TSXV approval
Issued shares subject to 4 months+1 day resale hold
10/10/2025 – 06:10 PM
TORONTO, ON – Grid Metals Corp. (TSXV:GRDM)(OTCQB:MSMGF) (“Grid” or the “Company”) has announced a proposed non-brokered private placement to raise gross proceeds of up to C$4,027,158. The financing, aimed at bolstering exploration efforts, particularly at its Falcon West cesium project, will involve the issuance of common shares to a strategic investor and an existing institutional shareholder, as well as flow-through shares to charitable purchasers (CFT Shares). The deal is structured in two tranches, with the goal of accelerating project development in southeastern Manitoba.
The first tranche (First Tranche) is expected to generate C$1,680,000 through the issuance of 14,000,000 common shares to the Investor at a price of C$0.12 per share. The second tranche (Second Tranche) could potentially raise an additional C$2,347,158; potentially consisting of the issuance of up to 7,060,903 common shares to the investor and an existing institutional shareholder at a price of C$0.12 per common share and up to 7,575,000 CFT Shares to charitable purchasers at a price of C$0.198 per CFT Share. Each CFT Share will be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada).
Grid Metals CEO Robin Dunbar emphasized the strategic importance of the Falcon West property, noting its potential as a globally significant source of cesium to meet growing demand. “We believe that Falcon West could be a globally important source of cesium to meet the demand for this highly rare and strategic metal in the near future. We look forward to the start of drilling at Falcon West.”
The funds generated from the offering will be primarily directed toward financing exploration at the Falcon West cesium project and within the Bird River Belt, targeting nickel, copper, and platinum group metals (PGM) targets. Common share proceeds will also support general corporate purposes. The offering does not involve warrants or finder’s fees.
A significant aspect of the CFT share issuance is the eligibility for a 30% Manitoba Mineral Exploration Tax Credit for Manitoba purchasers, incentivizing local investment. Robin Dunbar, CEO of Grid Metals, commented, “Grid Metals is very excited to welcome an investment by a strategic investor to progress our Falcon West Cesium Property.” The company intends to renounce all Qualifying Expenditures in favor of the subscribers of the CFT Shares effective December 31, 2025.
The First Tranche and Second Tranche are projected to close around October 15 and October 30, 2025, respectively, pending standard closing conditions, definitive documentation, and regulatory approvals, including TSX Venture Exchange approval. Shares issued will be subject to a four-month and one-day hold period from issuance.
In conjunction with the First Tranche closing, Grid Metals anticipates entering into an investor rights agreement with the Investor. Provided the investor maintains certain ownership levels, the agreement will grant information rights, participation rights in future equity issuances, and the right to nominate a member to the company’s board of directors. These measures aim to ensure stronger governance and alignment of interests as Grid Metals advances its exploration and development plans.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States or any jurisdiction where such actions would be unlawful.
About Grid Metals Corp.
Grid Metals is focused on exploration and development in southeastern Manitoba with four key projects in the Bird River area.
The Makwa Property (Ni-Cu-PGM-Co), which is subject to an Option and Joint Venture Agreement with Teck Resources Limited (“Teck”). Teck can earn up to a 70% interest in Makwa by incurring a total of CAD$17.3 million, comprising project expenditures (CAD$15.7 million) and cash payments or equity participation (CAD$1.6 million) with Grid. Makwa is located on the south arm of the Bird River Greenstone Belt.
The Mayville Property (Cu-Ni) is located on the north arm of the Bird River Greenstone Belt. The property is owned subject to a minority interest.
The Falcon West Property (Li-Cs) is located 110 km east of Winnipeg along the Trans-Canada highway and contains highly anomalous cesium values in a number of historical drill holes including 2.2 m at 15.0% Cs2O and 3.2 m at 4.6% Cs2O.
The Donner Property (Li-Cs) is adjacent to the Mayville Property, and Grid owns 75% of the project. Grid announced a cesium purchase agreement with Tanco on February 18, 2025.
All of the Company’s southeastern Manitoba projects are located on the ancestral lands of the Sagkeeng First Nation with whom the Company maintains an Exploration Agreement.
FAQ
What is the size and structure of Grid Metals’ Oct 2025 private placement (MSMGF)?
The placement totals up to C$4,027,158 via common shares and flow‑through shares in two tranches priced at C$0.12 and C$0.198.
How many shares will Grid Metals issue in the First Tranche and at what price (MSMGF)?
The First Tranche issues 14,000,000 common shares to the investor at C$0.12 per share for C$1,680,000 gross proceeds.
What will Grid Metals use the private placement proceeds for (MSMGF)?
Proceeds will finance exploration, primarily at the Falcon West cesium project and targets in the Bird River Belt, plus general corporate purposes.
When are the expected closing dates for Grid Metals’ financing (MSMGF)?
The First Tranche is expected on or about Oct 15, 2025 and the Second Tranche on or about Oct 30, 2025, subject to approvals.
Do the flow‑through shares in Grid Metals’ offering carry tax incentives for Manitoba buyers (MSMGF)?
Yes; CFT shares are flow‑through and Manitoba purchasers are eligible for a 30% Manitoba Mineral Exploration Tax Credit on qualifying expenditures.
Will the investor receive governance or participation rights from Grid Metals (MSMGF)?
Grid expects to enter an investor rights agreement granting information rights, participation in future equity issuances, and a board nomination right if ownership thresholds are met.
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