Surge Battery closes Texas Springs acquisition

Executive Summary

• Surge Battery Metals Inc. completed the acquisition of the remaining 50 % interest in the M3 Metals Corp. (M3M) Texas Springs lithium claims, achieving 100 % ownership.
• The purchase was effected by issuing 1.2 million common shares to M3M, and required disinterested shareholder approval received at the July 2 2025 meeting.
• The transaction is a related‑party deal under TSX Venture Exchange rules and relied on exemptions from formal valuation requirements under Multilateral Instrument 61‑101.

Key Details

• Transaction Structure: Issuance of 1.2 million Surge Battery Metals common shares to M3M in exchange for the remaining 50 % interest in the Texas Springs claims.
• Ownership Outcome: Surge now holds a 100 % interest in the Texas Springs claims, consolidating its position within the Nevada North lithium project.
• Background Agreements:
• July 26 2023 – Initial mineral property option and joint‑venture agreement granting Surge an option to earn up to an 80 % interest in 253 contiguous M3M claims.
• Prior to August 2024 – Surge earned a 50 % interest in the Texas Springs claims.
• Amendments & Extensions: Original closing deadline of June 30 2025 was extended to August 30 2025 via amendment to the purchase agreement.
• Shareholder Approval: Disinterested shareholder approval obtained at the July 2 2025 shareholders’ meeting, as required by TSX Venture Exchange due to lack of a compliant valuation.
• Regulatory Considerations: Transaction deemed a related‑party transaction; relied on MI 61‑101 exemptions for formal valuation (sections 5.5(a) & (b)), meeting/information circular (section 5.7(1)(a)), and minority approval (sections 5.7(1)(a)& (b)).
• Project Context: The Texas Springs claims are part of the Nevada North lithium project, which hosts an inferred resource of 8.65 million tonnes LCE at 2,951 ppm Li (cut‑off 1,250 ppm).

Notable Quotes

(No direct quotes were provided in the release.)