MEGA.CN · 2024-01-30 12:00:00

MegaWatt Announces Second Amended and Restated Offering Document

Financings

Vancouver, British Columbia--(January 30, 2024 ) - MegaWatt Lithium an d Battery Metals Corp.

(CSE:MEGA) (FSE: WR20) (OTCQB: WALRF) (the "Company" or "MegaWatt") announces, further to its

news releases of January 23 and January 25, 2024 announcing a non-brokered private placement of

up to 4,300,000 common shares in the capital of the Company (the “ Shares”) at $0.10 per Share for

gross proceed of up to $430,000 (the “Offering”), the Company has now filed a second amended and

restated offering document related to this Offe ring to fix a typographical error found on the

certification page of the amended and restated offering document related to the date and to provide

update on the Shares for Debt as announced in the Company’s news release dated January 25, 2024.

The Company intends to pay a cash finders’ fee of up to 7% of the gross proceeds raised under the

Offering from subscribers directly introduced to the Comp any by eligible finders. In addition, the

Company intends to issue to such eligible find ers non-transferable finders’ warrants (the “ Finders’

Warrants”) of up to 7% of the number of Shares sold to such subscribers. Each Finders’ Warrant shall

entitle the holder to acquire one Share at a price of $0.11 per Share for a period of 12 months.

The Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of

National Instrument 45-106 - Prospectus Exemptions and therefore the Shares issued in the Offering will

not be subject to a hold period in accordance with applicable Canadian securities laws. The amended

and restated offering document related to this offering can be accessed under the Company's profile at

www.sedarplus.ca and at https://megawattmetals.com. Prospective investors should read this offering

document before making an investment decision.

The Offering is expected to close in one or more closings and is expected to close the first tranche on or

about January 31, 2024. Closing of the Offering is subject to certain conditions including receipt of all

necessary corporate and regulatory approvals including the approval of the Canadian Securities

Exchange (“CSE”).

As announced in the news releases dated January 23 and January 25, 2024 and in addition to the

Offering, the Company will proceed with a concurrent non-brokered private placement of up to

6,000,000 Shares at $0.10 per Share for gross proceed of up to $600,000 (the "Concurrent PP") to

purchasers pursuant to other applicable exemptions under NI 45-106. The closing of the Concurrent

PP may take place in one or more tran ches as determined by the Company. The Company may pay a

finder’s fee on the Concurrent PP within the amount permitted by the policies of the CSE.

The aggregate of the Offering and the Concurrent PP shall be a minimum of 8,000,000 Shares for

minimum gross proceeds of $800,000.

All securities issued in connection with the Concurrent PP will be subject to a statutory hold period of

four months plus a day from the date of issuance in accordance with applicable securities legislation.

The Company will use the net proceeds from the Offering and the Concurrent PP for property payments,

property exploration and for general working capital.

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LEGAL_43115649.1

The securities issued pursuant to the Offering and the Concurrent PP have not, nor will they be registered

under the United States Securities Act of 1933, as amended, and may not be offered or sold within the

United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an

applicable exemption from the U.S. registration requirements. This news release shall not constitute an

offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United

States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

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 silv er-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.

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.