Mr. James Cross reports

E-POWER RESOURCES INC. ANNOUNCES FLOW-THROUGH AND NON FLOW-THROUGH PRIVATE PLACEMENTS

E-Power Resources Inc. intends to complete a private placement, comprising a flow-through portion of up to $600,000 and a non-flow-through portion of up to $600,000 for total gross proceeds of up to $1.2-million.

Securities to be issued pursuant to the non FT offering shall consist of an amount of up to 1,875,000 units of the company issued at a price of 32 cents per non FT unit, each non FT units being comprising one common share in the capital of the company and one common share purchase warrant, each warrant entitling its holder thereof to acquire one additional common share at a price of 48 cents per share for a period of two years from the closing date of the non FT offering.

Securities to be issued pursuant to the FT offering shall consist of an amount of up to 1,714,286 units of the company issued at a price of 35 cents per FT unit, each FT unit being comprising one common share in the capital of the company that will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)), and one warrant, each warrant entitling its holder thereof to acquire one share at a price of 48 cents per share for a period of two years from the closing date of the FT offering.

Net proceeds from the FT offering will be used by the company to incur eligible Canadian exploration expenses that will qualify as flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada) and under Section 359.1 of the Taxation Act (Quebec), related to the company's Tetepisca graphite property, located in the Tetepisca graphite district of the North Shore region of Quebec, on or before Dec. 31, 2024. All qualifying expenditures will be renounced in favour of the subscribers to the FT offering effective Dec. 31, 2023. In addition, with respect to Quebec resident subscribers of FT shares and who are eligible individuals under the Taxation Act (Quebec), the Canadian exploration expenses will also qualify for inclusion in the exploration base relating to certain Quebec exploration expenses within the meaning of Section 726.4.10 of the Taxation Act (Quebec) and for inclusion in the exploration base relating to certain Quebec surface mining expenses or oil and gas exploration expenses within the meaning of Section 726.4.17.2 of the Taxation Act (Quebec).

Net proceeds from the non FT offering will be used by the company for general working capital purposes.

The flow-through shares and the common shares will be offered by way of private placement pursuant to applicable exemptions from prospectus requirements. The offering is expected to close on or about June 5, 2023, subject to the satisfaction or waiver of the customary closing conditions, including the approval of the Canadian Securities Exchange. The company may pay brokers in the context of the offering.

About E-Power Resources Inc.

E-Power Resources is an exploration-stage company engaged principally in the acquisition, exploration and development of graphite properties in Quebec. Its flagship asset, the Tetepisca graphite property, is located in the Tetepisca graphite district of the North Shore region of Quebec, approximately 215 kilometres from the Port of Baie-Comeau.

We seek Safe Harbor.