MegaWatt Announces Non-Brokered Private Placement of up to C$1,000,000

MegaWatt Announces Non-Brokered Private Placement of up to

C$1,000,000

Not for distribution to United States Newswire Services or for dissemination in the United States

VANCOUVER, BC, August 22, 2022 /CNW/ - MegaWatt Lithium and Battery Metals Corp. (CSE: MEGA) (FSE:

WR20) (OTC QB: WALRF) (the “ Company” or “MegaWatt”) is pleased to announce a non -brokered private

placement (the “Offering”) for aggregate gross proceeds to the Company of up to C$1,000,000 from the sale of

any combination of units of the Company (the “Units”) at a price of C$0.065 per Unit and flow-through units of the

Company (the “ FT Units”) at a price of C$0. 075 per FT Unit . Red Cloud Securities Inc. is acting as a finder in

connection with the Offering.

Each Unit will be comprised of one common share of the Company (each, a “ Unit Share”) and one half of one

common share purchase warrant (each whole warrant, a “Warrant”). Each FT Unit will consist of one common

share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada)

(each, a “FT Share”) and one half of one Warrant. Each Warrant will entitle the holder thereof to purchase one

common share of the Company (each, a “Warrant Share”) at a price of C$0.12 for a period of 24 months following

the closing date of the Offering.

The net proceeds from the sale of Units will be used to fund the exploration of the Company’s projects in Canada

and Australia and for general working capital purposes. The gross proceeds from the issuance of the FT Shares

will be used for “Canadian Exploration Expenses” (within the meaning of the Income Tax Act (Canada)) (the

“Qualifying Expenditures”), which will be renounced with an effective date no later than December 31, 202 2 to

the purchasers of the FT Shares in an aggregate amount not less than the gross proceeds raised from the issue

of the FT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will

indemnify each subscriber of FT Units for any additional taxes payable by such subscriber as a result of the

Company’s failure to renounce the Qualifying Expenditures.

The Company advises that it is continuing to investigate potential joint ventu re and earn in option transactions

with respect to the Company’s Quebec properties.

The closing of the Offering is expected to occur on or about September 15, 2022 and is subject to receipt of all

necessary regulatory approvals including the Canadian Securities Exchange. The Unit Shares, FT Shares,

Warrant Shares and any common shares of the Company that are issuable from any finder’s warrants will be

subject to a hold period of four months and one day in accordance with applicable securities laws. Finder’s fees

will be payable in accordance with the policies of the Canadian Securities Exchange.

The securities offered have not been, and will not be, registered und er the United States Securities Act of 1933,

as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the

United States or to, or for the account or benefit of, United States persons absent registration or an applicable

exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United

States, nor in any other jurisdiction.

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 Pr operty, 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 an 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 earths and 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 229 additional

mineral exploration claims ("the new claims") in the James Bay area of Quebec. The new claims cover an area of

12,116 hectares or 121 square kms.

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

ON BEHALF OF THE BOARD

“David Thornley-Hall”

Chief Executive Officer

The Canadian Securities Exchange has neither approved nor disapproved the contents of this press release .

This press release includes "forward -looking information" that is subject to a number of assumptions, risks and

uncertainties, many of which are beyond the contro l of the Company. Forward -looking statements may include

but are not limited to, statements relating to the trading of the Company's common shares on the Exchange and

the Company's use of proceeds and are subject to all of the risks and uncertainties norma lly incident to such

events. Investors are cautioned that any such statements are not guarantees of future events and that actual

events or developments may differ materially from those projected in the forward - looking statements. Such

forward-looking statements represent management's best judgment based on information currently available. No

securities regulatory authority has either approved or disapproved of the contents of this news release.

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

CO: MegaWatt Lithium and Battery Metals Corp.