Mr. Kelvin Lee reports

MEGAWATT ANNOUNCES NON-BROKERED LIFE OFFERING AND CONCURRENT PRIVATE PLACEMENT OF SHARES

Megawatt Lithium and Battery Metals Corp. will proceed with a non-brokered private placement of up to 4.3 million common shares in the capital of the company at 10 cents per share for gross proceed of up to $430,000.

The offering is expected to close in one or more closings and is expected to close the first tranche on or about Jan. 31, 2024. Closing of the offering is subject to certain conditions, including receipt of all necessary corporate and regulatory approvals, including the approval of the Canadian Securities Exchange.

The offering is being completed pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106, Prospectus Exemptions, and therefore the shares issued in the offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document related to this offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

In addition to the offering, the company will proceed with a concurrent non-brokered private placement of up to six million shares at 10 cents per share for gross proceed of up to $600,000 to purchasers pursuant to other applicable exemptions under NI 45-106. There is no minimum concurrent private placement and closing of the offering is not conditional upon the closing of the concurrent private placement. The closing of the concurrent private placement may take place in one or more tranches as determined by the company.

All securities issued in connection with the concurrent private placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

The company will use the net proceeds from the offering and the concurrent private placement for property payments, property exploration and for general working capital. The company may pay a finder's fee on the offering and/or on the concurrent private placement within the amount permitted by the policies of the CSE.

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 net smelter return (NSR) royalty 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 100-per-cent interest in a company that indirectly holds a 100-per-cent interest (subject to a 2-per-cent NSR royalty) in two prospective silver-zinc projects in Australia, being the Tyr silver project and the Century South silver-zinc project (see news release dated Oct. 15, 2020), and an indirect 100-per-cent interest (subject to a 1-per-cent NSR royalty) 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 royalty) 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 news 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.