Grid Metals Corp. (TSXV:GRDM)(OTCQB:MSMGF) has scheduled its annual and special general meeting of shareholders for November 17, 2026, while seeking shareholder approval for an advance notice by-law adopted by its board and a resolution concerning Waratah Capital Advisors Ltd. as a control person. The meeting remains subject to any adjournment or postponement.
#Meeting date, location and materials
The meeting is scheduled for November 17, 2026 at 11:00am Eastern Time at the offices of Peterson McVicar LLP, Suite 1601, 110 Yonge Street, Toronto, ON M5C 1T4.
Grid Metals said its management information circular and other proxy materials have been mailed to shareholders and are available through the company’s filings and investor materials. The record date for the meeting was October 2, 2026.
Shareholders will be asked to receive the financial statements for the year ended December 31, 2025 and the auditor’s report. Other proposed matters include electing directors for the ensuing year, re-appointing the auditor and authorising the board to set the auditor’s remuneration.
The agenda also includes approval of Grid Metals’ 10% rolling equity incentive plan, a special resolution allowing the board to determine the number of directors within the range set out in the company’s articles, ratification of the advance notice by-law and the Control Person Resolution. Other business may be considered if it is properly brought before the meeting or any adjournment or postponement.
#Advance notice by-law
Grid Metals’ board has adopted By-Law No. 3, which sets procedures for registered or beneficial owners of common shares seeking to nominate directors. The by-law sets deadlines for nomination notices and specifies the information required about both the nominating shareholder and each proposed nominee.
Subject to the exceptions set out in the Advance Notice By-Law, nomination notices for annual meetings must generally be delivered to the company’s Corporate Secretary not less than 30 days and not more than 65 days before the meeting. When an annual meeting is called for a date less than 50 days after the first public announcement of the meeting date, notice may instead be submitted by the close of business on the tenth day following that announcement.
For a special meeting that is not also an annual meeting and is called to elect directors, notice must be provided by the close of business on the fifteenth day after the first public announcement of the meeting date. Where notice-and-access is used for proxy materials, notice must generally be provided at least 40 days before the meeting. The by-law sets additional exceptions for meetings called less than 50 days after the first public announcement: the deadline is the tenth day following the announcement for an annual meeting and the fifteenth day for a special meeting.
If a meeting is adjourned or postponed, the applicable periods are calculated by reference to the adjourned or postponed meeting date, or the related public announcement, as applicable.
Nomination notices must include the information specified in the by-law, including details about the proposed nominee’s qualifications, securities holdings and independence. The Advance Notice By-Law also requires updates to that information in specified circumstances. The board may, in its sole discretion and subject to its fiduciary duties under the Business Corporations Act (Ontario), waive any requirement of the by-law in whole or in part.
Shareholders will be asked to ratify and confirm the by-law by ordinary resolution. If they reject it, the by-law will stop being effective when the meeting ends, without affecting the validity of an act completed or a right acquired under it before that point.
#Waratah control person resolution
Grid Metals is seeking approval from disinterested shareholders to ratify Waratah Capital Advisors Ltd. as a control person under TSX Venture Exchange policies. Waratah took part in a strategic private placement in December 2023 and received certain board nomination rights under an undertaking dated December 19, 2023.
Waratah currently beneficially owns, or exercises control or direction over, 45,289,495 common shares, representing approximately 19.4% of Grid Metals’ outstanding common shares. It is entitled to nominate two of the company’s five directors.
The resolution requires a majority of votes cast by disinterested shareholders. Votes attached to the 45,289,495 common shares beneficially owned, directly or indirectly, or controlled or directed by Waratah and its associates and affiliates will be excluded. The company also identifies TSXV acceptance of Waratah as a control person as a matter addressed by the resolution and related forward-looking information.
#Company and project context
Grid Metals said it holds over 250,000 hectares of mineral claims and exploration licences in Manitoba. Its current focus is the Falcon West Property, where the company has reported a maiden cesium resource at the Lucy South deposit and said the property is advancing towards commercial production.
The Falcon West Property is subject to a joint venture agreement with Avenir Minerals Limited, which has a 15% interest in the property. Grid Metals’ Makwa Property is subject to an Option and Joint Venture Agreement with Teck Resources Limited. Its Thompson East Property is subject to an Option and Joint Venture Agreement with Boliden Mineral Canada Ltd., which is currently sole-funding early-stage exploration on that property.
Further terms, conditions and risks apply to the matters described above, including the requirements of the Advance Notice By-Law, shareholder and regulatory approvals, and the outcome of the votes at the meeting.
#Key Takeaways
- Grid Metals has scheduled its annual and special general meeting for November 17, 2026 at 11:00am Eastern Time in Toronto.
- Shareholders will vote on the company’s 10% rolling equity incentive plan, director-related matters, the Advance Notice By-Law and the Control Person Resolution.
- The by-law sets nomination deadlines and information requirements, with exceptions for meetings announced less than 50 days in advance and meetings using notice-and-access.
- Waratah controls or directs 45,289,495 shares, representing approximately 19.4% of outstanding shares, and may nominate two of five directors.
- Waratah-related shares will be excluded from the disinterested shareholder vote on the Control Person Resolution.
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