Mr. David Thornley-Hall reports

MEGAWATT ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE THE REMAINING 20% INTEREST IN 1256714 B.C. LTD.

Megawatt Lithium and Battery Metals Corp., further to its news release of April 5, 2022, has entered into a share purchase agreement dated July 4, 2023, with a shareholder of 1256714 B.C. Ltd. (B.C. Co) for the acquisition by the company of the remaining 20 per cent of the issued and outstanding shares of B.C. Co. The company currently holds 80 per cent of the issued and outstanding shares in B.C. Co.

B.C. Co owns a 100-per-cent interest (subject to a 2-per-cent net smelter return royalty) 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 Oct. 15, 2020.

The proposed transaction

Pursuant to the terms of the definitive agreement, upon the date of closing of the proposed transaction, Megawatt will acquire an additional 20 per cent of the issued and outstanding shares of B.C. Co in consideration for the issuance of 500,000 common shares of the company to the shareholder at a deemed price of 23.5 cents 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 approval of the Canadian Securities Exchange (CSE), as applicable; and (b) each party's representations and warranties in the definitive agreement being true and correct in 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 transaction is an arm's-length transaction. No change in management or the board of directors of Megawatt will occur 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 exploration of mineral properties in Canada. The company holds a 100-per-cent undivided interest, subject to a 1.5-per-cent 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 an 80-per-cent interest in a company that indirectly holds a 100-per-cent interest (subject to a 2-per-cent 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 Oct. 15, 2020), an indirect 100-per-cent interest (subject to a 1-per-cent 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-per-cent interest (subject to a 2-per-cent NSR) in and to the Route 381 lithium property, comprising 40 mineral claims located in James Bay Territory, north of Matagami in the province of Quebec, covering 2,126 hectares (see press release dated Feb. 3, 2021), and a 100-per-cent 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 kilometres.

We seek Safe Harbor.