Mr. Mark Brezer reports

BATTERY X METALS AMENDS TERMS AND CLOSES ACQUISITION OF 100% OWNERSHIP OF TWO QUEBEC LITHIUM EXPLORATION PROJECTS AND 49% OF LITHIUM-ION BATTERY DIAGNOSTICS AND REBALANCING TECHNOLOGY COMPANY AND ANNOUNCES REQUIREMENT TO FILE BUSINESS ACQUISITION

Further to the news release dated April 11, 2024, Battery X Metals Inc. has acquired 100-per-cent ownership of two Quebec lithium exploration projects and acquired 49 per cent of the common shares of Li-ion Battery Renewable Technologies Inc., a private arm's-length B.C. company.

Acquisition

Prior to closing the transaction, the parties to the original agreement entered into two amendments dated May 1, 2024, and May 31, 2024, whereby the parties agreed to restructure the transaction into two concurrent acquisitions for tax and accounting purposes. The total consideration for the transaction remained the same at 7.5 million common shares of the company issuable at 10 cents per share for total consideration of $750,000. However, under the terms of the amended agreement, the parties agreed that Li-ion Battery would dividend all common shares of its wholly owned subsidiary 1451917 B.C. Ltd., which holds title to the projects, to the Li-ion Battery shareholders on a pro rata basis immediately prior to the closing of the transaction. As a result of this change and on the closing of the transaction, the company acquired 49 per cent of the common shares of Li-ion Battery in consideration for the issuance of 4.5 million shares at a deemed price of 10 cents per share for consideration of $450,000 and concurrently acquired all of the shares of 1451 from the holders thereof in consideration for the issuance of three million shares at a deemed price of 10 cents per share for consideration of $300,000. No finders' fees were payable pursuant to the transaction. Pursuant to the second amendment, the parties agreed that all 7.5 million shares issued on closing would be subject to a restricted period of four months and one day and that the prior staged escrow release with respect to 4.5 million shares would be eliminated. However, all vendors receiving shares on closing have agreed not to sell shares that exceed 10 per cent of the daily trading volume on the Canadian Securities Exchange on any given trading day unless consented to in writing by the company.

On closing, the company and the remaining shareholders of Li-ion Battery entered into a shareholder agreement to govern the terms and conditions upon which Li-ion Battery will be governed and operated, with one board seat held by the company's nominee and two board seats held by the remaining shareholder nominees. The company has a call right, whereby it has the right to acquire the remaining 51 per cent of the common shares of Li-ion Battery for a period from six months from closing to two years from closing for consideration of an additional 10 million shares. The exercise of the call right is subject to compliance with the policies of the Canadian Securities Exchange.

Li-ion Battery originally and indirectly acquired the projects as owned by 1451 when it acquired all of the shares of 1451 pursuant to the terms of a share exchange agreement dated Jan. 15, 2024, among Li-ion Battery, as purchaser, 1451, and the vendors of 1451 consisting of Hou Yin Ho, Anish Pabari and 1303812 B.C. Ltd., whereby Li-ion Battery agreed to acquire 1451 in consideration for the issuance of 7.5 million Li-ion Battery shares at a deemed price of four cents per share for total consideration of $300,000. 1451 originally acquired the projects from 1303 pursuant to the terms of an agreement of purchase and sale dated Jan. 11, 2024, between 1451, as purchaser, and 1303, as vendor, whereby 1303 sold the projects directly to 1451 in consideration for 1451 issuing 4,000 common shares to 1303 at a deemed price of 10 cents per share.

Transaction highlights:

• Battery metal resource exploration to strengthen domestic supply: BATX has indirectly acquired 100 per cent of two lithium exploration projects located in Nunavik and Abitibi in Quebec, contributing to Battery X's mission to meet the growing demand for battery metals.
• Proprietary lithium-ion battery cell diagnostics and rebalancing technology system: Li-ion Battery has developed an innovative hardware and software device that performs rapid battery health diagnostic and cell rebalancing to extend lithium-ion battery lifespan by two or three years and which has been validated by the National Research Council of Canada.
• Artificial intelligence model with licensed patent portfolio for repurposed second-life battery storage systems: Li-ion Battery's artificial-intelligence-driven platform for preventative maintenance has been extensively trained on vast amounts of real-world data. These data enable Li-ion Battery's AI model to predict emerging trends for use in secondary battery energy storage systems, AI and big data.
• Experienced management team with decades in the clean energy and technology sectors: Li-ion Battery's management team is led by former BC Hydro and National Research Council executives with expertise in China-Canada business development, with a specific focus on the clean energy sector.

"The completed acquisition strengthens our lithium project portfolio with 100-per-cent ownership of lithium projects in Nunavik, Quebec, and Abitibi, Quebec," said Mark Brezer, chief executive officer of Battery X. "We are also pleased to acquire a major stake in a development-stage technology company at the forefront of extending lithium-ion batteries' lifespan. We have also secured the right to acquire the remaining 51-per-cent interest on favourable terms. This is an exciting time for Battery X Metals as we increase our portfolio of lithium projects and innovative lithium-ion battery technologies."

Lithium exploration projects

Battery X indirectly owns 100 per cent of the Nunavik, Que., Leaf River project, encompassing 83 claims over an area of approximately 3,500 hectares, and 100 per cent of the Abitibi, Quebec, Reservoir-Dozios project, encompassing 52 claims over an area of approximately 3,500 hectares. Each project is in close to proximity to key mining projects and within an area of successful lithium exploration. The Nunavik property is contiguous to Eureka Lithium's New Leaf project, and the Abitibi project is located near Sayona Mining Ltd.'s Abitibi lithium hub. Both aforementioned companies report large, mineralized structures and pegmatite formations within the regions.

Lithium-ion battery cell diagnostics and rebalancing technology

Li-ion Battery is a Vancouver-based development-stage technology company, at the forefront of the electric vehicle industry, developing innovative technologies to diagnose and improve the health and lifespan of lithium-ion batteries. It is estimated that nearly 1.5 million EVs, plug-in hybrid EVs and hybrid EVs currently on the road in Canada and the United States are anticipated to exceed their warranties by 2030, leaving EV battery owners susceptible to degrading batteries. Li-ion Battery's proprietary technology tests and aims to extend electric vehicle battery lifespan, thereby contributing to the sustainability of electric transportation and ensuring a more cost-effective and environmentally friendly EV ownership experience. Li-ion Battery has developed a functioning prototype and is working to complete a commercial-scale product.

Li-ion Battery's core technology, validated by the National Research Council of Canada, focuses on two key aspects: battery health diagnostics and cell rebalancing, mitigating the degradation of effective capacity in battery packs and addressing imbalance within battery cells to enhance battery longevity. Additionally, Li-ion Battery holds the exclusive licence for BatteryMap AI in North America, an AI model with a comprehensive patent portfolio for precise battery monitoring and prediction, extensively trained on vast amounts of real-world data. Initially applied in repurposed lithium-ion batteries for secondary battery energy storage systems, utilizing its pro-active prevention of battery cell failure, BatteryMap offers advanced safety features, efficient predictive maintenance and cost savings through 24-seven system monitoring. Key features include greater-than-99-per-cent state of health accuracy, three-month early detection of thermal runaway and remote rebalancing boosting lithium-ion battery effective capacity. Future plans include further development of the AI model and leveraging BatteryMap in EV battery services, further enhancing their performance and safety.

Requirement to file business acquisition report for YY Resources Inc. acquisition

The company has determined that the acquisition of YY Resources on Oct. 17, 2023, triggered the filing of a business acquisition report in accordance with Part 8 of National Instrument 51-102. The company is engaging an auditor to audit YY Resources for the year ended Dec. 31, 2023, and expects to file the BAR as soon as possible.

About Battery X Metals Inc.

Battery X is focused on the exploration and acquisition of critical mineral and precious metal property assets in North America, and the development of battery recycling technology to support the growing demand for sustainable and environmentally friendly energy solutions. The company's Y lithium project is situated in Northern Saskatchewan, and the company also holds ownership of gold and base metal mineral claims in Ontario's Red Lake mining district. Additionally, the company's wholly owned subsidiary, Battery X Recycling Technologies Inc., is dedicated to developing innovative technologies for recovering high-value battery metals and facilitating urban mining from end-of-life lithium-ion batteries.

About Li-ion Battery Renewable Technologies Inc.

Li-ion Battery is a lithium mineral exploration and battery technology company. It is a leader in lithium-ion battery diagnostics and cell rebalancing technologies. Li-ion Battery uses innovative and proprietary technology to test and improve battery life in electric vehicles, allowing for cell rebalancing to reverse battery pack capacity degradation caused by cell imbalances. This approach helps keep batteries out of landfills and reduces the need for mining critical metals. Li-ion Battery is also developing seamless diagnostic equipment for EV battery services and a preventative maintenance platform, BatteryMap, which holds the exclusive North American licence for AI models that predict cell malfunction and aging in second-life applications.

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