Surge Announces Entering into Joint Venture with Evolution Mining Limited
Surge Announces Entering into Joint Venture
with Evolution Mining Limited
West Vancouver, British Columbia--(Newsfile Corp. - December 2, 2025) - Surge Battery Metals Inc.
(TSXV: NILI) (OTCQX: NILIF) (FSE: DJ5) (the "Company" or "Surge"), through its wholly-owned U.S.
subsidiary, Surge Battery Metals USA Inc. ("Surge US"), is pleased to announce (pursuant to its
November 27, 2025 news release) that it has entered into an amended and restated operating
agreement dated December 2, 2025 (the "JV Agreement") with a subsidiary of Evolution Mining Limited
(collectively, "Evolution"), pursuant to which Surge US and Evolution formed a joint venture (the "JV"), to
be implemented via Nevada North Lithium, LLC, a Nevada limited liability company for the purpose of
continuing the development of the Nevada North Lithium Project (the "NNLP").
In addition to the JV Agreement, Surge US and Evolution entered into a contribution agreement (the
"Contribution Agreement"), pursuant to which each party transferred into the JV certain assets they each
held in connection with the NNLP. The initial focus of the JV will be facilitating the completion of a
Preliminary Feasibility Study ("PFS") for the purpose of evaluating the potential for the proposed
development of the NNLP.
Material Terms of the JV Agreement and the Contribution Agreement
Pursuant to the Contribution Agreement, Surge US has contributed to the JV all of its mining claims and
mineral rights that comprise the NNLP. Evolution has contributed its 75% mineral interest in the 880-acre
private land portion within the NNLP. These mineral interests were part of the Preliminary Economic
Assessment recently announced by Surge. In addition, Evolution will contribute its 75% mineral rights in
over 21,000 acres of private land in and around the NNLP.
Maps of the mineral rights and claims of the
JV are set out in figures 1 and 2 below.
The JV Agreement sets out the terms governing the JV, including, among other things, the ownership
interests as between Surge US and Evolution, the JV's governance framework, defaults and each party's
financial obligations.
Surge US's ownership interest in the JV shall initially be 77% (with Evolution owning the remaining 23%
of the ownership interests). Pursuant and subject to the terms of the JV Agreement, Evolution will solely
fund, in stages and subject to certain conditions, up to CAD$10,000,000 (the "Funding Obligation") for
the purpose of funding a PFS in exchange for additional ownership interests in the JV, of which
CAD$3,000,000 is expected to be funded on or before December 5, 2025 (the "Initial Obligation").
Upon receipt of the Initial Obligation by the JV, Surge US is expected to own 74.15% of the ownership
interests with Evolution owing the remaining 25.85%. Assuming Evolution satisfies the Funding
Obligation in its entirety, Evolution's ownership interest in the JV will increase to 32.5% (with Surge US
owning the remaining 67.5%).
Subject to the terms of the JV Agreement, following the payment in full of
the Funding Obligation, any additional expenditures of the JV in accordance with an approved budget
shall be jointly funded by Surge US and Evolution on a pro rata basis in accordance with their ownership
interests in the JV.
The JV will principally be governed by its operating committee (the "Operating Committee") which will,
among other matter, determine the overall policies, objectives and actions of the JV and its management
team. The Operating Committee will be comprised of five appointees: three initially appointed by Surge
US and two initially appointed by Evolution.
As set out in the JV Agreement, certain decisions of the
Operating Committee require the approval of appointees representing members holding at least 80% of
the ownership interests of the JV (a "Super-Majority Decision").
Items requiring Super-Majority Decision
include matters relating to, among other things: (a) commissioning and conducting a feasibility study; (b)
suspending or curtailing operations for a period of greater than 90 days; (c) the sale or other disposition
of all or substantially all of the assets of the JV; (d) making or approving material changes to the
business of the JV; (e) approving budgets and programs of the JV; and (f) the appointment, replacement
or removal of senior-level officers of the JV.
Under the JV Agreement, Surge US is the general manager of the NNLP (the "Manager") for so long as
Surge US holds more than a 50% ownership interest in the JV and may otherwise only be removed
under certain circumstances. The Manager will have overall day-to-day management responsibility for
the operations of the JV in accordance with the terms the JV Agreement.
The JV Agreement also contains certain rights in favour of both Surge US and Evolution with respect to
rights of first refusal, tag along rights and drag along rights in connection with the direct or indirect
transfer of either party's ownership interests in the JV.
The JV Agreement and the Contribution Agreement will be available on Surge's SEDAR+ profile at
sedarplus.ca
.
Mr. Greg Reimer, Chief Executive Officer and Director
, commented, "Surge is very pleased to have
concluded the definitive agreements to formally establish the joint venture with Evolution Mining on the
NNLP. This marks a major milestone in advancing one of the most promising lithium assets in the United
States. With the partnership now official, we are poised to accelerate the projects development and
meet the growing demand for critical battery metals."
Figure 1
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Figure 2
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The Company also announces that it has granted a total of 3.2 million stock options, exercisable for a
period of five years, at an exercise price of 60 cents a share to certain directors, officers and
consultants.
About Surge Battery Metals Inc.
Surge Battery Metals, a Canadian-based mineral exploration company, is at the forefront of securing the
supply of domestic lithium through its active engagement in the Nevada North Lithium Project. The
project focuses on exploring for clean, high-grade lithium energy metals in Nevada, USA, a crucial
element for powering electric vehicles. With a primary listing on the TSX Venture Exchange in Canada
and the OTCQX Market in the US, Surge Battery Metals Inc. is strategically positioned as a key player in
advancing lithium exploration.
About Evolution Mining Limited
Evolution is a leading, globally relevant gold miner. Evolution operates six mines, comprising five wholly-
owned mines - Cowal in New South Wales, Ernest Henry and Mt Rawdon in Queensland, Mungari in
Western Australia, and Red Lake in Ontario, Canada, and an 80% share in Northparkes in New South
Wales.
On behalf of the Board of Directors
"Greg Reimer"
Greg Reimer,
Director, President & CEO
Contact Information
Email :
Phone :
604-662-8184
Website:
surgebatterymetals.com
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy
or accuracy of this release.
This document may contain certain "Forward-Looking Statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When
used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan" or
"planned", "possible", "potential", "forecast", "intend", "may", "schedule" and similar words or
expressions identify forward-looking statements or information. Forwards-looking statements herein,
include statements related to the timing of the Initial Obligation and future ownership interests.
Such
statements represent the Company's current views with respect to future events and are necessarily
based upon several assumptions and estimates that, while considered reasonable by the Company, are
inherently subject to significant business, economic, competitive, political, environmental (including
endangered species, habitat preservation and water related risks) and social risks, contingencies, and
uncertainties, including risks related to the ability of Surge US to fulfill its obligations under the JV
Agreement. Many factors, both known and unknown, could cause results, performance, or achievements
to be materially different from the results, performance or achievements that are or may be expressed or
implied by such forward-looking statements. The Company does not intend, and does not assume any
obligation, to update these forward-looking statements or information to reflect changes in assumptions
or changes in circumstances or any other events affecting such statements and information other than as
required by applicable laws, rules, and regulations.
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