Battery Mineral Resources Announces Filing of 2024 Annual Financials, Update on Q1 2025 Financials, and Closing of Weston Royalty Transactions

Rhea-AI Summary

Battery Mineral Resources (OTCQB:BTRMF) has announced several key financial updates and transactions. The company has filed its 2024 Annual Financials on SEDAR+ and expects to file Q1 2025 financials by July 11, 2025.

The company completed a significant transaction with Weston Energy, selling a 0.8232% Gross Revenue Royalty (GRR) on its Punitaqui copper mine in Chile. This transaction extinguishes debts totaling US$2.69 million. The deal includes two components: a 0.4840% GRR to Weston II extinguishing US$1.58 million in debt, and a 0.3392% GRR to Weston III clearing US$1.11 million in debt.

Additionally, Minera BMR Spa issued a new promissory note to Weston III for US$1.49 million, maturing October 31, 2025, with an 8% annual interest rate.

Positive

• Debt reduction of US$2.69 million through royalty agreements
• Royalty buyback options available after certain payment thresholds
• Transaction exempt from formal valuation requirements under MI 61-101

Negative

• Dilution of future revenue through 0.8232% GRR on Punitaqui mine
• New promissory note of US$1.49 million with 8% interest rate
• Significant control by Weston entities (59.43% undiluted, 70.99% diluted ownership)

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Vancouver, British Columbia--(Newsfile Corp. - July 9, 2025) - Battery Mineral Resources Corp. (TSXV: BMR) (OTCQB: BTRMF) ("Battery" or "BMR" or the "Company") is pleased to share the following updates with its shareholders.

Filing of 2024 Annual Financials and Update on Q1 2025 Financials
On July 8, 2025, the Company filed its 2024 Annual Financials on SEDAR+, and expects to file its Q1 2025 financials on SEDAR+ by approximately July 11, 2025. The Company wishes to thank its shareholders for their patience in regards to these matters.

2024 Annual Financials and Q1 Financials Update
As previously announced by the Company on April 11, 2025, the Company entered into definitive agreements with Weston Energy II LLC ("Weston II") and Weston Energy III, LLC ("Weston III", and together with Weston II, "Weston") to sell them a Gross Revenue Royalty (a "GRR") totalling 0.8232% in the aggregate, on the gross revenues produced by its Punitaqui copper mine in Chile (the "Project" or "Punitaqui"), in exchange for extinguishing debts (the "Extinguished Debts") owing by the Company (or its wholly-owned subsidiaries) to Weston in the aggregate amount of US$2,694,721 (C$3,841,324) (the "Transaction"). The GRR issued to Weston is on substantially similar terms to the Company's previously announced royalty transaction with Electric Royalties Ltd., described in the press release of the Company dated November 25, 2024.

Transaction Terms with Weston II and Weston III

Specifically, the Transaction was effected by the following agreements:

(a) an agreement with Weston II pursuant to which the Company sold a 0.4840% GRR (the "Weston II Royalty") on the Project in exchange for extinguishing all amounts (including accrued and outstanding interest) owing by the Company to Weston II pursuant to the promissory note issued by the Company to Weston II on September 6, 2024 (as further described in the press releases of the Company dated September 9, 2024 and September 12, 2024), being an aggregate of US$1,584,333 (C$2,258,466); and

(b) an agreement with Weston III pursuant to which the Company sold a 0.3392% GRR (the "Weston III Royalty", and together with the Weston II Royalty, the "Royalties") on the Project in exchange for extinguishing an amount equal to US$1,110,388 (C$1,582,858) out of the amount owing by Minera BMR Spa ("Minera"), a wholly-owned subsidiary of the Company, to Weston III pursuant to the promissory note issued by Minera to Weston III on October 9, 2024 (as further described in the press release of the Company dated October 15, 2024) (the "October 9 Note").

In addition to the ores produced from the Punitaqui mines, the Royalties will apply to any third-party ore or other materials processed through the Punitaqui mill from the effective date of the definitive agreement, to December 31, 2027.

The Company will have the right to buy back the Royalties sold to Weston II and Weston III for: (i) in the case of the Weston II Royalty, a cash payment of US$1,935,829 (C$2,759,524) from the date on which the Company will have made royalty payments to Weston II in excess of C$2,581,105; and (ii) in the case of Weston III Royalty, a cash payment of US$1,356,735 (C$1,934,025) from the date on which the Company will have made royalty payments to Weston III in excess of C$1,808,980.

Concurrently with closing the Transaction, Minera issued an amended and restated promissory note (the "New Note") to Weston III in the amount of US$1,491,834 (C$2,126,609), representing the remaining amount owing by Minera to Weston III pursuant to the October 9 Note not extinguished pursuant to the Transaction. The New Note has the same terms as the October 9 Note, other than the amount and maturity date. Specifically, the New Note matures on October 31, 2025 and accrues interest at a rate per annum equal to eight percent (8%). The New Note is unsecured and no bonus securities were issued for the New Note.

This news release updates disclosure in the Company's previous news release dated April 11, 2025 related to the amount of the Extinguished Debts and royalty percentages granted.

Exchange Rates
All USD amounts for which CAD equivalent amounts are given in this news release were calculated at CAD/USD exchange rate of 1.4255, the exchange rate published by the Bank of Canada on April 11, 2025, being the date of the definitive agreements with Weston Energy II LLC and Weston Energy III, LLC.

MI 61-101 Matters
Weston II and Weston III are each a "related party" to BMR pursuant to pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Prior to giving effect to the Transaction, Weston II, Weston III and their affiliates own or control (directly or indirectly) 107,578,740 BMR Common Shares on an undiluted basis and 193,011,575 BMR Common Shares on a diluted basis assuming conversion of all outstanding convertible debentures (representing approximately 59.43% and 70.99% of the outstanding BMR Common Shares on an undiluted and diluted basis, respectively).

The Transaction constitutes a "related party transaction" for the purposes of MI 61-101. The Transaction is exempt from the formal valuation requirements of MI 61-101 as BMR is not listed on a specified market that would require compliance with such formal valuation requirements (as set forth in Section 5.5(b) of MI 61-101). The Transaction is further exempt from the minority shareholder approval requirements of MI 61-101 under Section 5.7(1)(a) by virtue of the amount of the Extinguished Debts being in the aggregate not more than 25% of the market capitalization of the Company.

About Battery Mineral Resources Corp.
Battery Mineral Resources' mission is to build a mid-tier copper producer and has recently initiated mine and mill operations at the Punitaqui Mining Complex, a historic copper-gold-silver producer, in the Coquimbo region of Chile. The Company's portfolio also consists of its 100% ownership in ESI Energy Services Inc., other mineral exploration assets located in North America, and two graphite assets in South Korea. The Company is focused on providing shareholders accretive exposure to copper and the global mega-trend of electrification while being focused on growth through cash-flow, exploration, and acquisitions in favorable mining jurisdictions.

Further information about BMR and its projects can be found on www.bmrcorp.com.

For more information, please contact:

Lazaros Nikeas, CEO
Phone: +1 (604) 628-1110

Twitter: @BMRcorp_
Facebook: Battery Mineral Resources Corp. | Facebook
LinkedIn: Battery Mineral Resources Corp.: My Company | LinkedIn

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Statements
This news release includes certain "forward-looking statements" under applicable securities laws, including without limitation statements regarding anticipated production timing and capacity and statements regarding the anticipated use of proceeds of the Transaction. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections of the Company on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability of the Company to obtain sufficient financing to complete exploration and development activities, risks related to share price and market conditions, the inherent risks involved in the mining, exploration and development of mineral properties, the ability of the Company to meet its anticipated development and production schedule, government regulation and fluctuating metal prices. Accordingly, readers should not place undue reliance on forward-looking statements. BMR undertakes no obligation to update publicly or otherwise revise any forward-looking statements contained herein, whether as a result of new information or future events or otherwise, except as may be required by law. For further information regarding the risks please refer to the risk factors discussed in BMR's most recent Management Discussion and Analysis filed on SEDAR+.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258309

FAQ

What is the total value of debt being extinguished in BTRMF's Weston royalty transaction?

The transaction extinguishes debts totaling US$2.69 million (C$3.84 million) through the sale of a 0.8232% Gross Revenue Royalty on the Punitaqui copper mine.

What are the terms of BTRMF's new promissory note with Weston III?

The new promissory note is for US$1.49 million, matures on October 31, 2025, carries an 8% annual interest rate, and is unsecured.

How much ownership do Weston entities have in Battery Mineral Resources?

Weston entities control approximately 59.43% of shares on an undiluted basis and 70.99% on a diluted basis, assuming conversion of all outstanding convertible debentures.

When can BTRMF buy back the Weston royalties?

BTRMF can buy back the Weston II Royalty for US$1.94M after paying C$2.58M in royalties, and the Weston III Royalty for US$1.36M after paying C$1.81M in royalties.

When will Battery Mineral Resources file its Q1 2025 financials?

The company expects to file its Q1 2025 financials on SEDAR+ by approximately July 11, 2025.