Mr. Greg Reimer reports
SURGE ANNOUNCES ENTERING INTO JOINT VENTURE WITH EVOLUTION MINING LIMITED
Surge Battery Metals Inc., through its wholly owned U.S. subsidiary, Surge Battery Metals USA Inc. (pursuant to its Nov. 27, 2025, news release), has entered into an amended and restated operating agreement dated Dec. 2, 2025, with a subsidiary of Evolution Mining Ltd., pursuant to which Surge U.S. and Evolution formed a joint venture, to be implemented by Nevada North Lithium LLC, a Nevada limited liability company for the purpose of continuing the development of the Nevada North lithium project.
In addition to the JV agreement, Surge U.S. and Evolution entered into a contribution agreement, pursuant to which each party transferred into the JV certain assets they each held in connection with the NNLP. The initial focus of the JV will be facilitating the completion of a preliminary feasibility study for the purpose of evaluating the potential for the proposed development of the NNLP.
Material terms of the JV agreement and the contribution agreement
Pursuant to the contribution agreement, Surge U.S. has contributed to the JV all of its mining claims and mineral rights that comprise the NNLP. Evolution has contributed its 75-per-cent mineral interest in the 880-acre private land portion within the NNLP. These mineral interests were part of the preliminary economic assessment recently announced by Surge. In addition, Evolution will contribute its 75-per-cent mineral rights in over 21,000 acres of private land in and around the NNLP.
The JV agreement sets out the terms governing the JV, including, among other things, the ownership interests as between Surge U.S. and Evolution, the JV's governance framework, defaults, and each party's financial obligations.
Surge U.S.'s ownership interest in the JV shall initially be 77 per cent (with Evolution owning the remaining 23 per cent of the ownership interests). Pursuant and subject to the terms of the JV agreement, Evolution will solely finance, in stages and subject to certain conditions, up to $10-million for the purpose of financing a prefeasibility study in exchange for additional ownership interests in the JV, of which $3-million is expected to be financed on or before Dec. 5, 2025. Upon receipt of the initial obligation by the JV, Surge U.S. is expected to own 74.15 per cent of the ownership interests, with Evolution owing the remaining 25.85 per cent. Assuming Evolution satisfies the financing obligation in its entirety, Evolution's ownership interest in the JV will increase to 32.5 per cent (with Surge U.S. owning the remaining 67.5 per cent). Subject to the terms of the JV agreement, following the payment in full of the financing obligation, any additional expenditures of the JV in accordance with an approved budget shall be jointly financed by Surge U.S. and Evolution on a pro rata basis in accordance with their ownership interests in the JV.
The JV will principally be governed by its operating committee, which will, among other matters, determine the overall policies, objectives and actions of the JV and its management team. The operating committee will be composed of five appointees: three initially appointed by Surge U.S. and two initially appointed by Evolution. As set out in the JV agreement, certain decisions of the operating committee require the approval of appointees representing members holding at least 80 per cent of the ownership interests of the JV (a supermajority decision). Items requiring a supermajority decision include matters relating to, among other things: (a) commissioning and conducting a feasibility study; (b) suspending or curtailing operations for a period of greater than 90 days; (c) the sale or other disposition of all or substantially all of the assets of the JV; (d) making or approving material changes to the business of the JV; (e) approving budgets and programs of the JV; and (f) the appointment, replacement or removal of senior-level officers of the JV.
Under the JV agreement, Surge U.S. is the general manager of the NNLP for so long as Surge U.S. holds more than a 50-per-cent ownership interest in the JV and may otherwise only be removed under certain circumstances. The manager will have overall day-to-day management responsibility for the operations of the JV in accordance with the terms the JV agreement.
The JV agreement also contains certain rights in favour of both Surge U.S. and Evolution with respect to rights of first refusal, tag-along rights and drag-along rights in connection with the direct or indirect transfer of either party's ownership interests in the JV.
The JV agreement and the contribution agreement will be available on Surge's SEDAR+ profile.
Greg Reimer, chief executive officer and director, commented: "Surge is very pleased to have concluded the definitive agreements to formally establish the joint venture with Evolution Mining on the NNLP. This marks a major milestone in advancing one of the most promising lithium assets in the United States. With the partnership now official, we are poised to accelerate the projects development and meet the growing demand for critical battery metals."
The company also announces that it has granted a total of 3.2 million stock options, exercisable for a period of five years, at an exercise price of 60 cents a share to certain directors, officers and consultants.
About Surge Battery Metals Inc.
Surge Battery Metals, a Canadian-based mineral exploration company, is at the forefront of securing the supply of domestic lithium through its active engagement in the Nevada North lithium project. The project focuses on exploring for clean, high-grade lithium energy metals in Nevada, United States, a crucial element for powering electric vehicles. With a primary listing on the TSX Venture Exchange in Canada and the OTCQX market in the U.S., Surge Battery Metals is strategically positioned as a key player in advancing lithium exploration.
About Evolution Mining Ltd.
Evolution is a leading, globally relevant gold miner. Evolution operates six mines, comprising five wholly owned mines: Cowal in New South Wales, Ernest Henry and Mount Rawdon in Queensland, Mungari in Western Australia, and Red Lake in Ontario, Canada, and an 80-per-cent share in Northparkes in New South Wales.
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