MegaWatt Enters into Definitive Agreement to Acquire an additional 20% Interest in 1256714 B.C. Ltd.

LEGAL_38443978.3

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

MEGAWATT LITHIUM AND BATTERY METALS CORP.

c/o 1500, 1055 West Georgia Street

Vancouver, British Columbia V6E 4N7

MegaWatt Enters into Definitive Agreement to Acquire an

additional 20% Interest in 1256714 B.C. Ltd.

VANCOUVER, BC, March 31, 2022 /CNW/ - Megawatt Lithium and Battery Metals Corp. (CSE: MEGA) (FSE:

WR20) (OTC PINK: WALRF) (the " Company" or " Megawatt") is pleased to announce, further to its news

release dated October 15, 2020, that it has entered into a share purchase agreement dated effective March

25, 2022 (the “Definitive Agreement”) with certain shareholders (the “Shareholders”) of 1256714 B.C. Ltd.

(“BC Co”), pursuant to which, subject to regulatory approval, the Company will acquire an additional 20% of

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

60% of the issued and outstanding shares of BC Co. Upon completion of the Proposed Transaction, the

Company will hold 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 securities

of BC Co in consideration for the issuance of 7,500,000 common shares of the Company (the “ Payment

Shares”) pro rata to the Shareholders at a deemed price of $0.13 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 ap proval

of the Canadian Securities Exchange (“CSE”), as applicable; and (b) each party's representations and

warranties in the Definitive Agreement being true and correctin 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 Proposed Transaction is anticipated to close on or before April 15, 2022.

No change in management or the Board of Directors of MegaWatt will occurr 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 exploratio n of mineral

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

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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 60% interest in a company that indirectly holds a 100% interest

(subject to a 2% NSR) in two prospective silverzinc 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 nickelcobalt-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).

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

ON BEHALF OF THE BOARD

“David Thornley-Hall”

Chief Executive Officer

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

The Canadian Securities Exchange has not in any way passed upon the merits of the Proposed

Transaction and has neither approved nor disapproved the contents of this press release.

The securities issued in connection with the Proposed Transaction have not been and will not be registered

under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and

may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the

account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or

an applicable exemption from the registration requirements. This news release does not constitute an offer

to sell or a solicitation to buy such securities in the United States.

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

and uncertainties, many of which are beyond the control of the Company. Forward -looking statements

may include but are not limited to, statements relating to the completion of the Proposed Transaction and

are subject to all of the risks and uncertainties normally 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. S uch forward -looking

statements represent management's best judgment based on information currently available.