Megawatt Signs LOI for Acquisition of Australian Nickel-Cobalt-Scandium-Rare Earth Projects

Rhea-AI Summary

Megawatt Lithium and Battery Metals Corp. (OTC PINK: WALRF) has signed a letter of intent on March 1, 2021, to acquire 1260945 B.C. Ltd. and its mining tenements in Australia, subject to regulatory approval. The acquisition includes nickel-cobalt-scandium-HPA properties in New South Wales and rare earth elements in Northern Territory. Megawatt will issue 11,000,000 common shares at $0.44 per share as consideration. The deal remains subject to conditions including due diligence and obtaining necessary approvals.

Positive

• Acquisition of 100% interest in valuable mining tenements in Australia.
• Strategic location of assets near existing mining infrastructure.
• Potential for revenue growth from nickel-cobalt-scandium-HPA and rare earth elements.

Negative

• Completion of the acquisition is subject to regulatory approvals and due diligence.
• No guarantee that the transaction will close as planned.

VANCOUVER, BC, March 3, 2021 /PRNewswire/ - Megawatt Lithium and Battery Metals Corp. (CSE: MEGA) (FSE: WR20) (OTC PINK: WALRF) (the "Company" or "Megawatt") is pleased to announce that it has entered into a letter of intent dated March 1, 2021 (the "LOI") with 1260945 B.C. Ltd. ("TargetCo") pursuant to which, subject to regulatory approval, the Company will acquire all of the issued and outstanding shares of TargetCo (the "Proposed Transaction") and indirectly acquire a 100% interest (subject to a 1% NSR) in and to certain mining tenements in Northern Territory ("NT") and New South Wales ("NSW") Australia as described below.

Rare Earth Elements (NT) – Arctic Fox and Isbjorn

Located in NT, both properties have assayed surface sample readings that form the basis for further exploration and are located in a region with supportive mining infrastructure.  Arctic Fox is contiguous with the Nolans Bore REE project, for which Project commissioning is slated for mid 2022. The Isbjorn asset is contiguous to the advanced Charley Creek REE project.

Nickel-cobalt-scandium-HPA (NSW) – Chinook, Kodiak & Caribou

The three nickel-cobalt-scandium-HPA properties – Chinook, Kodiak and Caribou – are located in central NSW in a highly prospective region.  The region is home to both Alpha HPA's (ASE:A4N) Collerina nickel-cobalt-scandium-HPA asset and Scandium International's (TSE: SCY) Nyngan deposit.  Both Collerina and Nyngan support JORC Complaint Mineral Resources.

The Proposed Transaction

The Company and TargetCo have enteried into the LOI which sets out certain terms and conditions pursuant to which the Proposed Transaction will be completed.  The terms outlined in the LOI are subject to the parties successfully entering into a definitive agreement in respect of the Proposed Transaction on or before March 31, 2021 the ("Definitive Agreement").  Pursuant to the terms of the LOI, it is contemplated that Megawatt will acquire 100% of the issued and outstanding securities of TargetCo in consideration for the issuance of 11,000,000 common shares of the Company (the "Payment Shares") pro rata to shareholders of TargetCo at a deemed price of $0.44 per Payment Share. The Payment Shares will not be subject to any hold periods under applicable securities laws.

The Proposed Transaction is an arms-length transaction and no change in management or the board of directors of Megawatt is being contemplated at this time. The Proposed Transaction remains subject to certain closing conditions including, without limitation, (a) entering into the Definitive Agreement; (b) the completion of due diligence; and (c) the receipt by the Company of all necessary corporate and regulatory approvals, including the approval of the Canadian Securities Exchange, as applicable. There can be no assurance that the Proposed Transaction will be completed as contemplated, or at all.

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 60% 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 August 13, 2020) 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.

FOR FURTHER INFORMATION PLEASE CONTACT:

David Thornley-Hall Chief Executive Officer

david@megawattlithium.ca

604.306.7821

The CSE does not accept responsibility for the adequacy or accuracy of this 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 control 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 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. 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.

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SOURCE MegaWatt Lithium and Battery Metals Corp.

FAQ

What is the purpose of Megawatt's acquisition of TargetCo?

Megawatt aims to enhance its portfolio by acquiring mining tenements rich in nickel-cobalt-scandium-HPA and rare earth elements.

What assets are included in the proposed transaction with TargetCo?

The acquisition includes mining properties located in Northern Territory and New South Wales, Australia.

What is the financial consideration for the acquisition of TargetCo?

Megawatt will issue 11,000,000 common shares at a deemed price of $0.44 per share to acquire TargetCo.

When is the acquisition of TargetCo expected to be finalized?

The acquisition is expected to be finalized by March 31, 2021, pending necessary approvals and the completion of due diligence.

What risks are associated with the acquisition of TargetCo?

Risks include the potential for regulatory hurdles and the lack of guaranteed completion of the transaction.