MEGA.CN · 2024-04-01 12:00:00

MegaWatt Enters into Share Exchange Agreement to Acquire Labrador Mineral Resources Inc.

Mergers & Acquisitions

MegaWatt Enters into Share Exchange Agreement to Acquire Labrador

Mineral Resources Inc.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia‐‐( April 1, 2024) ‐ Mega Watt Lithium and Battery Metals Corp.

(CSE:MEGA) (FSE: WR20) (OTCQB: WALRF) (the "Company" or "MegaWatt") announces, it has entered

into a share exchange agreement dated effective April 1, 2024 (the “Share Exchange Agreement”)

among the Company, Labrador Mineral Resources Inc. (“Labrador”), a private company existing under

the laws of British Columbia, and the shareholders of Labrador (the “Shareholders”), pursuant to which,

subject to regulatory approval, the Company will acquire all of the issued and outstanding shares of

Labrador (the “Proposed Transaction”). Labrador purchased a 100% interest (subject only to a 1.5%

NSR) in the Benedict Mountains Uranium Property located on the east coast of Labrador approximately

200 km NR of Goose Bay (the “Property”), pursuant to a Property Purchase Agreement dated effective

February 8, 2024, between Labrador and the former registered and beneficial owner of the Property

(the “Property Purchase Agreement”). Pursuant to the Share Exchange Agreement, the Company will

assume all of the obligation of Labrador under the Property Purchase Agreement, including the cash

payment contemplated therein.

The Proposed Transaction

Pursuant to the terms and conditions of the Share Exchange Agreement and on the date of closing

(the “ Closing Date ”) of the Proposed Transaction, MegaWatt will acquire all of the issued and

outstanding s hares of Labrador (the “ Labrador Shares ”) in consideration for the issuance of

16,275,001 common shares in the capital of the Company (the “MegaWatt Shares”) pro rata to the

Shareholders at a deemed price of $ 0.13 per MegaWatt Share. There are currently 16,275,001

Labrador Shares and no convertible securities of Labrador outstanding. Upon closing of the Proposed

Transaction, the capitalization of MegaWatt will consist of 36,483,733 MegaWatt Shares, 501,600

MegaWatt warrants and 620,000 options to acquire MegaWatt Shares. Current Labrador

Shareholders will own approximately 44.61% of the combined company on a non-diluted basis, and

approximately 43.28% on a fully-diluted basis.

In addition, pursuant to the terms of the Property Purchase Agreement to be assumed by the

Company, the Company will make a cash payment of $25,000 by March 2025. The Property is subject

to a royalty equal to 1.5% of net smelter returns upon commencement of commercial production

and such royalty may be reduced from 1.5% to 0.5% by the payment of $1,000,000.

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 (the “ CSE”), as applicable; and (b) each party's

representations and warranties in the Share Exchange 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

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

be completed as contemplated or at all.

The Proposed Transaction is an arm’s length transaction and no change in management, or the Board

of Directors of the Company is being contemplated at this time. No finder’s fees are expected to be

paid in connection with the Proposed Transaction. The Proposed Transaction is anticipated to close

as soon as reasonably practicable, and in any case, before June 30, 2024.

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 100% 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 (se e 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.

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 F ebruary 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.