MEGA.CN · 2023-07-06 12:00:00

Megawatt Enters into Definitive Agreement to Acquire the Remaining 20% Interest in 1256714 B.C. Ltd.

Mergers & Acquisitions

Megawatt Enters into Definitive Agreement to Acquire the Remaining 20%

Interest in 1256714 B.C. Ltd.

Vancouver, British Columbia‐‐(July 6, 2023) ‐ Megawatt Lithium and Battery Metals Corp. (CSE:MEGA)

(FSE: WR20) (OTCQB: WALRF) (the "Company" or "Megawatt") announces, further to its news release

of April 5, 2022, that the Company has entered into a Share Purchase Agreement dated July 4, 2023

(the “Definitive Agreement”) with a shareholder (the “Shareholder”) of 1256714 B.C. Ltd. (“BC Co”)

for the acquisition by the Company of the remaining 20% of the issued and outstanding shares of BC

Co (the “ Proposed Transaction”). The Company currently holds 80% of the issued and outstanding

shares in BC Co.

BC Co owns a 100% interest (subject to a 2% NSR) in two prospective silver–zinc projects in Australia,

being the Tyr Silver Project and the Century South Silver–Zinc Project. For details of these two projects,

please refer to the Company's news release dated October 15, 2020.

The Proposed Transaction

Pursuant to the terms of the Definitive Agreement, upon the date of closing (the " Closing Date") of

the Proposed Transaction, MegaWatt will acquire an additional 20% of the issued and outstanding

shares of BC Co in consideration for the issuance of 500,000 common shares of the Company (the

"Payment Shares") to the Shareholder at a deemed price of $0.235 per Payment Share.

The Proposed Transaction remains subject to certain closing conditions including, without limitation,

(a) the receipt by the Company of all necessary corporate and regulatory approvals, including the

approval of the Canadian Securities Exchange (" CSE"), as applicable; and (b) each party's

representations and warranties in the Definitive Agreement being true and correct in all aspects as of

the Closing Date, and each party meeting its terms and conditions and completing its covenants and

obligations as contained therein. There can be no guarantees that the Proposed Transaction will be

completed as contemplated or at all.

The Transaction is an arms-length transaction. No change in management or the Board of Directors

of MegaWatt will occur in connection with the Proposed Transaction.

About MegaWatt Lithium and Battery Metals Corp.

MegaWatt is a British Columbia based company involved in the acquisition and exploration of mineral

properties in Canada. The Company holds a 100% undivided interest, subject to a 1.5% NSR on all base,

rare earth elements and precious metals, in the Cobalt Hill Property, consisting of eight mineral claims

covering an area of approximately 1,727.43 hectares located in the Trail Creek Mining Division in the

Province of British Columbia, Canada.

Additionally, the Company has acquired a n 80% interest in a company that indirectly holds a 100%

interest (subject to a 2% NSR) in two prospective silver-zinc projects in Australia, being the Tyr Silver

Project and the Century South Silver -Zinc Project (see press release dated October 15, 2020 ), an

indirect 100% interest (subject to a 1% NSR) in and to certain mining tenements in Northern Territory

and New South Wales, Australia prospective for nickel-cobalt-scandium and rare earth elements.

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The Company holds a 100% interest (subject to a 2% NSR) in and to the Route 381 Lithium Property,

comprised of 40 mineral claims located in James Bay Territory, north of Matagami in the Province of

Quebec, covering 2,126 hectares (see press release dated February 3, 2021) and a 100% interest in

229 additional mineral exploration claims prospective for lithium, also in the James Bay area of Quebec

covering an area of 12,116 hectares or 121 square kms.

Investors can learn more about the Company and team at https://megawattmetals.com.

For further information: David Thornley-Hall, Chief Executive Officer, [email protected]