Battery Mineral Resources Announces Sale of Gowganda Claims to Nord Precious Metals

Rhea-AI Summary

Battery Mineral Resources (OTCQB: BTRMF) entered a definitive agreement dated January 4, 2026 to sell its 100% interest in the Gowganda silver tailings mining leases in Ontario to Nord Precious Metals. The Transaction consideration totals approximately $6.0 million and includes $1,000,000 cash at closing, $1,250,000 in Nord shares at a deemed $0.284 per share at closing, a 3.0% NSR royalty, and $3,750,000 deferred consideration payable in three equal annual installments of $1,250,000. Nord may elect to satisfy up to 50% of each deferred payment in shares using a 25-day VWAP or the TSXV minimum price. Closing is subject to customary conditions including conditional TSXV approval and is expected in mid-January 2026.

Positive

• Realizes approximately $6.0M in total consideration
• Retains 3.0% NSR royalty on Gowganda tailings
• Receives $1.25M in Nord shares at closing
• Becomes a Nord shareholder giving upside exposure

Negative

• Only $1.0M cash payable at closing
• Deferred $3.75M paid over three years subject to election
• Up to 50% of deferred payments may be issued as Nord shares
• Closing is conditional on TSXV approval and other conditions

News Market Reaction – BTRMF

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+32.44% News Effect

On the day this news was published, BTRMF gained 32.44%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia--(Newsfile Corp. - January 5, 2026) - Battery Mineral Resources Corp. (TSXV: BMR) (OTCQB: BTRMF) ("Battery" or "BMR" or the "Company") is pleased to announce that it has entered into a definitive agreement dated January 4, 2026 (the "Purchase Agreement") with Nord Precious Metals Mining Inc. ("Nord") to sell the Company's 100% interest in the Gowganda silver tailings project mining leases in Ontario, Canada (the "Transaction").

Laz Nikeas, CEO of Battery, stated, "We are pleased to enter into this Transaction for our shareholders, providing approximately $6.0 million of value along with a 3.0% NSR Royalty. The Transaction allows us to realize on the value of the silver tailings and includes royalty upside to provide ongoing exposure to the asset. Upon completion of this Transaction, we will become a shareholder of Nord and will continue to support and encourage their efforts."

Transaction Summary

Under the Purchase Agreement, Nord has agreed to buy the Company's four mining leases (LEA-109391 - LEA109394) comprising the Gowganda silver tailings project on an "as-is where-is" basis for the following consideration:

• $1,000,000 cash on the closing date;
• $1,250,000 in Nord shares on the closing date at a deemed price equal to $0.284 per share;
• a 3.0% net smelter returns royalty on the Gowganda silver tailings project; and
• deferred consideration of $1,250,000 on each of the first, second and third anniversaries of the closing date of the Transaction (the "Deferred Consideration") for aggregate Deferred Consideration of $3,750,000.

At the election of Nord, up to 50% of each Deferred Consideration may be satisfied in Nord common shares at a deemed price per share equal to the greater of: (i) the 25-day volume-weighted average trading price per Nord common share on the TSX Venture Exchange (the "TSXV") ending on the last trading day preceding the applicable payment date, and (ii) the minimum price permitted by the TSXV. The Nord common shares to be received by the Company will be subject to a statutory hold period of four months and one day from the date of issuance.

The transaction is an arms-length transaction for the Company, and no finder fees are payable in connection with the Transaction. The closing of the Transaction is subject to certain closing conditions, such as conditional approval of the TSXV. The Transaction is expected to be completed in mid-January 2026.

About Battery Mineral Resources Corp.

Battery is operating the Punitaqui Mining Complex, a historic copper, gold, and silver producing mine in the Coquimbo region of Chile. The Company's portfolio also includes 100%-owned ESI Energy Services Inc. and North American mineral exploration assets. The Company is focused on providing shareholders with accretive exposure to copper and the global trend of electrification while targeting 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
info@bmrcorp.com

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. Forward-looking statements in this news release include, but are not limited to, statements regarding the proposed Transaction, the anticipated benefits of the Transaction, and the proposed closing date 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. Accordingly, readers should not place undue reliance on forward-looking statements. The Company 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 the Company'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/279421

FAQ

What did Battery Mineral Resources (BTRMF) agree to sell on January 4, 2026?

Battery agreed to sell its 100% interest in the Gowganda silver tailings mining leases to Nord Precious Metals.

How much total consideration will BTRMF receive for the Gowganda claims?

Battery will receive approximately $6.0 million in aggregate consideration including cash, Nord shares, a 3.0% NSR, and deferred payments.

What cash and share payments does BTRMF get at closing for the Gowganda sale?

At closing Battery will receive $1,000,000 cash and $1,250,000 in Nord shares valued at $0.284 per share.

What is the structure and timing of the deferred consideration in the BTRMF transaction?

Deferred consideration totals $3,750,000, paid as $1,250,000 on each of the first, second and third anniversaries of closing.

Can Nord pay the deferred amounts to BTRMF in shares instead of cash?

Yes; at Nord's election up to 50% of each deferred payment may be satisfied in Nord common shares using the 25-day VWAP or the TSXV minimum price.

When is the Gowganda transaction expected to close and what approvals are required for BTRMF?

The transaction is expected to close in mid-January 2026 and is subject to customary closing conditions, including conditional TSXV approval.