Mr. Kelvin Lee reports

MEGAWATT ANNOUNCES AMENDED AND RESTATED OFFERING DOCUMENT AND SETTLEMENT OF DEBT BY ISSUANCE OF SHARES

Megawatt Lithium and Battery Metals Corp., further to its news release of Jan. 23, 2024, announcing 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, has now filed an amended and restated offering document related to this offering to confirm the payment of finders' fees and the minimum financing amount.

The company intends to pay a cash finder's fee of up to 7 per cent of the gross proceeds raised under the offering from subscribers directly introduced to the company by eligible finders. In addition, the company intends to issue to such eligible finders non-transferable finders' warrants of up to 7 per cent of the number of shares sold to such subscribers. Each finders' warrant shall entitle the holder to acquire one share at a price of 11 cents per share for a period of 12 months.

The offering is being completed pursuant to the listed issuer financing exemption 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. The amended and restated offering document related to this offering can be accessed under the company's profile at SEDAR+ and at the company's website. Prospective investors should read this offering document before making an investment decision.

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 (CSE).

As announced in the news release dated Jan. 23, 2024, and 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. The closing of the concurrent private placement may take place in one or more tranches as determined by the company. The company may pay a finder's fee on the concurrent private placement within the amount permitted by the policies of the CSE.

The aggregate of the offering and the concurrent private placement shall be a minimum of eight million shares for minimum gross proceeds of $800,000.

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 also announces, further to its news release of Jan. 17, 2024, that the company has issued 900,000 shares at a deemed price of 10 cents per share to an arm's-length creditor for settlement of debts in an aggregate amount of $90,000.

All the shares issued in connection with the shares for debt settlement are subject to a statutory hold period of four months plus a day ending on May 26, 2024, in accordance with applicable securities legislation.

About Megawatt Lithium and Battery Metals Corp.

Megawatt is a B.C.-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 returns royalty on all base metals, 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. 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) 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), and 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.