Surge Battery Closes Texas Springs Purchase

Rhea-AI Summary

Surge Battery Metals (OTCQB: NILIF) has completed the acquisition of the remaining 50% interest in the M3M Texas Springs Claims in Nevada through the issuance of 1.2 million common shares to M3 Metals Corp. This transaction gives Surge 100% ownership of these claims, which are adjacent to the company's Nevada North Lithium Project.

The deal, considered a related party transaction due to shared insiders, required and received disinterested shareholder approval on July 2, 2025. The company relied on exemptions from MI 61-101 requirements regarding formal valuation and minority approval. The transaction was completed before the extended deadline of August 30, 2025.

Positive

• Acquisition of remaining 50% stake gives Surge complete ownership (100%) of M3M Texas Springs Claims
• Strategic expansion of Nevada North Lithium Project through contiguous claims
• Successfully secured shareholder approval for the transaction

Negative

• Related party transaction nature required additional regulatory scrutiny
• Company unable to provide Exchange-compliant evidence of value for the claims
• Share issuance of 1.2 million shares creates dilution for existing shareholders

West Vancouver, British Columbia--(Newsfile Corp. - August 27, 2025) - Surge Battery Metals Inc. (TSXV: NILI) (OTCQB: NILIF) (FSE: DJ5C) ("Surge" or the "Company") has closed its previously announced agreement to purchase the remaining 50% interest in certain in the M3M Texas Springs Claims, as that term is defined below) by issuing to M3 Metals Corp. 1,200,000 of its common shares. The Company now owns a 100% interest in the M3M Texas Springs Claims and will proceed with M3 Metals Corp. to file quitclaims and other documents with Elko County, Nevada to reflect its new ownership position.

By way of background, effective July 26, 2023, the Company entered into a mineral property option and joint venture agreement (the "M3M Option Agreement") with M3 Metals Corp. ("M3M"), an Exchange listed company. The M3M Option Agreement granted the Company the option to earn up to an 80% interest in and to (at that time) 253 mineral claims held by M3M ("M3M Texas Springs Claims") that are contiguous with the Company's Nevada North Lithium Project.

Prior to August, 2024, the Company had earned a 50% interest in the M3M Texas Springs Claims.

In August 2024, the Company entered into a mineral property option purchase and sale agreement ("M3M Purchase Agreement") with M3M to acquire the remaining 50% interest in the M3M Claims that it did not own in consideration of issuing 1,200,000 common shares of the Company to M3M. The M3M Purchase Agreement as amended superseded the M3M Option Agreement, was subject to Exchange approval, and was to terminate if closing of the M3M Purchase Agreement has not occurred on or before June 30, 2025. This June 30, 2025 date was extended by way of further amendment to the M3M Purchase Agreement to August 30, 2025.

The M3M Purchase Agreement was considered a related party transaction under the policies of the TSX Venture Exchange by virtue of the parties having two insiders in common.

The Exchange advised the Company that (notwithstanding any other shareholder approval requirement that might be triggered) it would require, because the Company was unable to provide it with evidence of value compliant with Exchange policies for the amount the Company was to pay for the M3 Texas Springs Claims, disinterested shareholder approval of the M3M Purchase Agreement. This disinterested shareholder approval was received by the Company at its meeting of shareholders held on July 2, 2025.

The M3M Purchase Agreement was also subject to MI 61-101's requirements. However, the Company relied upon the exemptions in MI 61-101 from the requirements for a formal valuation (Sections 5.5(a) and (b)), the requirements for a meeting and information circular (Section 5.7(1)(a)) and the requirements for minority approval (Sections 5.7(1)(a) and (b)).

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 clean, high-grade lithium energy metals in Nevada, USA, a crucial element for powering the electric vehicles of tomorrow. With a primary listing on the TSX Venture Exchange in Canada and the OTCQX Market in the US, Surge Battery Metals Inc. is strategically positioned as a key player in advancing lithium exploration, contributing significantly to the sustainable future of the electric vehicle industry. At Surge Battery Metals, we are not just exploring minerals; we are pioneering the path to a cleaner and more sustainable future, driving innovation in the lithium sector, and contributing to the evolution of the electric vehicle industry.

About the Nevada North Lithium Project

The Company owns the Nevada North Lithium Project located in the Granite Range southeast of Jackpot, Nevada about 73 km north-northeast of Wells, Elko County, Nevada. The first three rounds of drilling on the Project, completed in 2022, 2023, and 2024, identified a strongly mineralized zone of lithium bearing clays occupying a strike length of more than 4,300 meters and a known width of greater than 1500 meters. Highly anomalous soil values and geophysical surveys suggest there is potential for the clay horizons to be much greater in extent, while wide drill spacing allows for significant upside to occur during infill drilling. The Nevada North Lithium Project has a pit-constrained Inferred Resource containing an estimated 8.65 Mt of Lithium Carbonate Equivalent (LCE) grading 2,951 ppm Li at a 1,250 ppm cutoff.

On behalf of the Board of Directors

"Greg Reimer"

Greg Reimer,
Director, President & CEO

Contact Information
Email: info@surgebatterymetals.com
Phone: 604-662-8184
Website: surgebatterymetals.com

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

This document may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan" or "planned", "possible", "potential", "forecast", "intend", "may", "schedule" and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities including lithium and nickel, the accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals including approvals of title and mining rights or licenses and environmental, local community or indigenous community approvals, the reliability of third party information, continued access to mineral properties or infrastructure or water, changes in laws, rules and regulations including in the United States, Nevada or California or any other jurisdiction which may impact upon the Company or its properties or the commercial exploitation of those properties, currency risks including the exchange rate of USD$ for Cdn$ or other currencies, fluctuations in the market for lithium related products, changes in exploration costs and government royalties, export policies or taxes in the United States or any other jurisdiction and other factors or information. The Company's current plans, expectations, and intentions with respect to development of its business and of its Nevada properties may be impacted by economic uncertainties arising out of any pandemic or by the impact of current financial and other market conditions (including US government subsidies or incentives) on its ability to secure further financing or funding of its Nevada properties. Such statements represent the Company's current views with respect to future events and are necessarily based upon several assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, environmental (including endangered species, habitat preservation and water related risks) and social risks, contingencies, and uncertainties. Many factors, both known and unknown, could cause 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. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules, and regulations.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/264169

FAQ

What did Surge Battery Metals (NILIF) acquire in the Texas Springs deal?

Surge Battery Metals acquired the remaining 50% interest in the M3M Texas Springs Claims, giving it 100% ownership of these claims which are contiguous with its Nevada North Lithium Project.

How much did Surge Battery pay for the remaining 50% of Texas Springs Claims?

Surge Battery paid by issuing 1.2 million common shares to M3 Metals Corp for the remaining 50% stake.

Why did Surge Battery's Texas Springs acquisition require special shareholder approval?

The transaction required disinterested shareholder approval because it was a related party transaction (due to shared insiders) and the company couldn't provide Exchange-compliant evidence of value for the claims.

When did Surge Battery complete the Texas Springs Claims acquisition?

Surge Battery completed the acquisition before August 30, 2025, which was the extended deadline for the transaction.

How does the Texas Springs acquisition fit into Surge Battery's overall strategy?

The acquisition strategically expands Surge Battery's Nevada North Lithium Project by securing 100% ownership of contiguous claims, enhancing their lithium property portfolio in Nevada.