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MAV.CN ·

Victory Announces Warrant Repricing and Extension of Term

Share Capital & Compensation

Suite #1780, 355 Burrard St., Vancouver, BC, Canada, V6C 2

NATDOCS\76527172\V-1

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN

THE UNITED STATES

For Immediate Release

VICTORY ANNOUNCES WARRANT REPRICING AND EXTENSION OF TERM

VANCOUVER, BC, CANADA (February 1, 2024) – Victory Battery Metals (CSE: VR) (FWB: VR6) (OTC:

VRCFF) ("Victory" or the "Company") is pleased to announce that it has extended the expiry date of an

aggregate of 10,685,278 previously issued warrants (the “Warrants”) for an additional 2 years. The

Warrants were originally issued as follows:

Date

Issued

Issue

Price*

Exercise

Price*

Market

Price of

underlying

shares

Number of

Warrants (post

consolidation)

Original

Expiry Date

Nov 7,

2022

$0.022 $0.45 $0.02 869,444 Nov 7,

2024

Feb 13,

2023

$0.08 $0.36 $0.105 1,866,667 Feb 13,

2025

Feb 16,

2023

$0.08 $0.36 $0.105 1,516,667 Feb 16,

2025

Feb 22,

2023

$0.08 $0.36 $0.105 2,869,167 Feb 22,

2025

Mar 10,

2023

$0.08 $0.45 $0.015 1,563,333 Mar 10,

2025

May 26,

2023

$0.05 $0.21 $0.065 2,000,000 May 26,

2025

10,685,278

Note: * - Pre-consolidation prices. The Company completed an 5-1 consolidation in October, 2023.

All of these warrants are also being repriced. Each whole Warrant will now entitle the holder to purchase

one common share of the Company at an exercise price of $0.05. The Warrants will also contain an

acceleration clause, in that if the shares trade at or more than $0.075 for a 10 day period, the expiry date

shall terminate upon 30 days notice..

Suite #1780, 355 Burrard St., Vancouver, BC, Canada, V6C 2

NATDOCS\76527172\V-1

For further information, please contact:

Mark Ireton, President

Telephone: +1 (236) 317 2822 or TOLL FREE 1 (855) 665-GOLD (4653)

E-mail: [email protected]

About Victory Battery Metals

VICTORY BATTERY METALS (CSE: VR) is a publicly traded diversified investment corporation with

mineral interests in North America. The Company is also actively seeking other exploration opportunities.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in

the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of

this release.

Forward Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve

substantial known and unknown risks and uncertainties. All statements other than statements of historical

fact are forward -looking statements, including, without limitation, statements regarding future financial

position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint-

ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving

the Company. Such forward -looking information reflects management's current beliefs and is based on

information currently available to management. Often, but not always, forward -looking statements can be

identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates",

"forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including

negative variations) of such words and phrases or may be identified by statements to the effect that certain

actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. A number of

known and unknown risks, uncertainties and other factors may cause the actual results or performance to

materially differ from any future results or performance expressed or implied by the forward -looking

information. These forward-looking statements are subject to numerous risks and uncertainties, certain of

which are beyond the control of the Company including, but not limited to, the impact of general economic

conditions, industry conditions and dependence upon regulatory approvals. Readers are cautioned that the

assumptions used in the preparation of such information, although considered reasonable at the time of

preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward -

looking statements. The Company does not assume any obligation to update or revise its forward-looking

statements, whether as a result of new information, future events, or otherwise, except as required by

securities laws.