Mr. Kelvin Lee reports

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

Megawatt Lithium and Battery Metals Corp., further to its news releases of Jan. 23, Jan. 25 and Jan. 30, 2024, has closed the previously announced non-brokered private placement of common shares in the capital of the company by the issuance of 4.29 million shares at 10 cents per share for gross proceeds of $429,000.

The offering was being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions and therefore the shares issued under the offering are not subject to a hold period in accordance with applicable Canadian securities laws. There is an amended and restated offering document related to the offering that can be accessed under the company's profile on SEDAR+ and the company's website.

In addition to the offering, the company has also closed the first tranche of the previously announced concurrent non-brokered private placement by the issuance of 4.46 million shares at 10 cents per share for gross proceeds of $446,000.00 (the concurrent PP) pursuant to other applicable exemptions under NI 45-106. All securities issued in connection with the concurrent PP are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation ending on July 8, 2024. The company expects to close a second tranche of the concurrent PP in the coming weeks.

In connection with the offering and the concurrent PP, the company has paid eligible finders a cash commission in the aggregate amount of $19,850.00, being up to 7 per cent of the aggregate proceeds from the sale of shares to purchasers introduced by the finders.

The company will use the net proceeds from the offering and the concurrent PP for property payments, property exploration and for general working capital.

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 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, 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) 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.