Grounded Lithium Announces $5,000,000 Unit Offering to Bolster Working Capital Reserves

/NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW./

CALGARY, AB, Sept. 29, 2022 /CNW/ - (TSXV: GRD) - Grounded Lithium Corp. ("GLC" or the "Company") is pleased to announce it entered into an agreement with Red Cloud Securities Inc. ("Red Cloud" or the "Agent") to act as sole agent and sole bookrunner in connection with a best efforts private placement for aggregate gross proceeds of up to $5,000,000 (the "Offering") through the issuance of up to 20,000,000 units (the "Units") at a price of $0.25 per Unit. Red Cloud will have an option (the "Agent's Option") to offer for sale up to an additional 10% of the number of Units sold in the Offering, which Agent's Option is exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.

Each Unit will be comprised of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable to acquire one Common Share (a "Warrant Share") at a price of $0.50 per Warrant Share for a period of 24 months from the closing of the Offering.

The Company intends to use the net proceeds from the Offering for its ongoing operations both in the field and in the lab as the Company works toward the completion of two important short-term objectives: (1) engagement of an internationally recognized engineering firm to assist and ultimately recommend selection of the chosen extraction technology for GLC's brine resources, and (2) completion of a preliminary economic assessment on the Company's Kindersley Lithium Project.  Attainment of these two short-term objectives sets the stage for further operational and valuation milestones as the Company measurably moves towards our goal of commercial production.

The Offering is scheduled to close on or about the week of October 17, 2022, or such date as agreed upon between the Company and the Agent (the "Closing") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange ("TSXV"). The Units and the underlying securities of the Units to be issued under the Offering will have a hold period of four months and one day from the respective date of issuance.

At Closing, the Company will pay to the Agent a cash commission equal to 7.0% of the aggregate gross proceeds arising from the Offering (including in respect of any exercise of the Agent's Option) other than in respect of any Units issued to purchasers on a president's list for which no commission will be paid. The Company will also grant the Agent, on the date of Closing, a non-transferable broker warrant (the "Broker Warrant") equal to 7.0% of the total number of Units sold pursuant to the Offering (including in respect of any exercise of the Agent's Option) other than in respect of any Units issued to purchasers on a president's list for which no commission will be paid.  Each Broker Warrant will entitle the holder thereof to purchase one Common Share at an exercise price per Broker Warrant equal to $0.25 for a period of 24 months following the Closing.

GLC advises that certain insiders of the Company may participate in the Offering, which will be completed pursuant to available related party exemptions under Multilateral Instrument 61-101. The Offering is subject to TSXV approval.

Grant of Stock Options

The Company also announces the intention to grant upon Closing, an additional 2,000,000 stock options to certain officers, employees, directors and consultants of the Company at a strike price of $0.25.  Options granted will be pursuant to the Company's approved stock option plan. The grant of the options is subject to approval by the TSXV.

About Grounded Lithium Corp.

GLC is a publicly traded lithium brine exploration and development company that controls 2.9 million tonnes of lithium carbonate equivalent over its focused land holdings in Southwest Saskatchewan.  GLC's multi-faceted business model involves the consolidation, delineation, exploitation and ultimate development of its opportunity base to fulfill our vision to build a best-in-class, environmentally responsible, Canadian lithium producer supporting the global energy transition shift.

Forward-Looking Statements

This press release may contain forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws. The opinions, forecasts, projections and statements about future events of results, are forward looking information, forward-looking statements or financial outlooks (collectively, "forward-looking statements") under the meaning of applicable Canadian securities laws. These statements are made as of the date of this press release and the fact that this press release remains available does not constitute a representation by GLC that the Company believes these forward-looking statements continue to be true as of any subsequent date. Although GLC believes that the assumptions underlying, and expectations reflected in, these forward-looking statements are reasonable, it can give no assurance that these assumptions and expectations will prove to be correct. Such statements include, but are not limited to, statements regarding the Offering including the number of Units sold, the gross proceeds from the Offering, use of proceeds of the Offering, the timing and ability of the Company to satisfy the conditions of the TSXV and completion of the Offering, achieving project milestones, commercializing GLC's operations, and GLC's vision of becoming a best-in-class, environmentally responsible, Canadian lithium producer supporting the global energy transition.

Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: GLC's expectation that our operations will be in Western Canada, unexpected problems can arise due to technical difficulties and operational difficulties which impact the production, transport or sale of our products; geographic and weather conditions can impact the production; the risk that current global economic and credit conditions may impact commodity prices and consumption more than GLC currently predicts; the failure to obtain financing on the terms set out herein or other reasonable terms; risks relating to the ability of the Company to obtain required approvals to complete the Offering on the terms announced; volatility in the trading price of the common shares of the Company; the risk that unexpected delays and difficulties in developing currently owned properties may occur; the failure of drilling to result in commercial projects; unexpected delays due to the limited availability of drilling equipment and personnel; and the other risk factors detailed from time to time in GLC's periodic reports. GLC's forward-looking statements are expressly qualified in their entirety by this cautionary statement.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE Grounded Lithium Corp

Gregg Smith, President & CEO, [email protected]; Greg Phaneuf, VP Finance & CFO, [email protected], Phone: [phone]