Grounded Lithium Corp (GLC) entered into an amalgamation agreement to acquire VAR Resources Corp. (TSXV:VAR) for CAD 6.9 million in a reverse merger transaction on February 10, 2022. Upon completion of the transaction, it is expected that an aggregate of approximately 38.3 million common shares of the Resulting Issuer will be issued to Grounded Lithium's shareholders. Upon close of the transaction, approximately 32.6% Resulting Issuer Shares will be held by the current VAR Shareholders, approximately 11.6% will be held by the former Grounded Shareholders, and 55.8% will be held by the subscribers under the Grounded Financing. VAR will continue into Alberta from British Columbia under the name "Grounded Lithium Corp." with its shares listed on the TSXV. In connection with the transaction, Grounded is conducting a non-brokered private placement of up to CAD 5.71 million. It is anticipated that Gregg Smith, Grounded Lithium's Chief Executive Officer, will sit on the Board of Directors of the resulting issuer. In addition, each of the current officers of VAR Resources is expected to resign and there will be appointed in their place as officers of VAR Resources, such individuals as designated by Grounded (the “Management Reconstitution”). Gregg Smith, the proposed President and CEO, Greg Phaneuf, the proposed VP Finance and CFO, Dale Shipman, the proposed VP Operations, Geoff Speers, the proposed VP Exploration, Wayne Gaskin, the proposed VP GeoSciences & IT, and Brian Bidyk, the proposed Corporate Secretary (collectively, the “Management Reconstitution”).

Completion of the transaction is subject to a number of conditions precedent, including but not limited to, the satisfaction or waiver of closing conditions customary to transactions of the nature of the transaction, completion of the private placement, obtaining all requisite corporate approvals, approval of the transaction by the shareholders of VAR and Grounded, consummation of due diligence, each of the Board Reconstitution and the Management Reconstitution, approvals of all regulatory bodies having jurisdiction in connection with the transaction and the final approval of the TSXV, including the satisfaction of its initial listing requirements. As of June 28, 2022, VAR Resources has received conditional approval from the TSX Venture Exchange. The transaction is expected to close during the second quarter of 2022.

Virgil Hlus of Clark Wilson LLP acted as legal advisor to VAR while Brian Bidyk of McCarthy Tétrault LLP acted as legal advisor to Grounded. Odyssey Trust Company acted as transfer agent to VAR.