Mr. Kelvin Lee reports

MEGAWATT ENTERS INTO SHARE EXCHANGE AGREEEMENT TO ACQUIRE LABRADOR MINERAL RESOURCES INC.

Megawatt Lithium and Battery Metals Corp. has entered into a share exchange agreement dated effective April 1, 2024, among the company, Labrador Mineral Resources Inc., a private company existing under the laws of British Columbia, and the shareholders of Labrador, pursuant to which, subject to regulatory approval, the company will acquire all of the issued and outstanding shares of Labrador. Labrador purchased a 100-per-cent interest (subject only to a 1.5-per-cent net smelter return) in the Benedict Mountains uranium property located on the east coast of Labrador approximately 200 kilometres NR of Goose Bay, pursuant to a property purchase agreement dated effective Feb. 8, 2024, between Labrador and the former registered and beneficial owner of the property. Pursuant to the share exchange agreement, the company will assume all of the obligation of Labrador under the property purchase agreement, including the cash payment contemplated therein.

The proposed transaction

Pursuant to the terms and conditions of the share exchange agreement and on the date of closing of the proposed transaction, Megawatt will acquire all of the issued and outstanding shares of Labrador in consideration for the issuance of 16,275,001 common shares in the capital of the company pro rata to the shareholders at a deemed price of 13 cents per Megawatt share. There are currently 16,275,001 Labrador shares and no convertible securities of Labrador outstanding. Upon closing of the proposed transaction, the capitalization of Megawatt will consist of 36,483,733 Megawatt shares, 501,600 Megawatt warrants and 620,000 options to acquire Megawatt shares. Current Labrador shareholders will own approximately 44.61 per cent of the combined company on a non-diluted basis, and approximately 43.28 per cent on a fully diluted basis.

In addition, pursuant to the terms of the property purchase agreement to be assumed by the company, the company will make a cash payment of $25,000 by March, 2025. The property is subject to a royalty equal to 1.5 per cent of net smelter returns upon commencement of commercial production and such royalty may be reduced from 1.5 per cent to 0.5 per cent by the payment of $1-million.

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, as applicable; and (b) each party's representations and warranties in the share exchange 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 proposed transaction is an arm's-length transaction and no change in management, or the board of directors of the company is being contemplated at this time. No finder's fees are expected to be paid in connection with the proposed transaction. The proposed transaction is anticipated to close as soon as reasonably practicable, and in any case, before June 30, 2024.

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 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.