Surge Battery closes Texas Springs acquisition

Mr. Greg Reimer reports SURGE BATTERY CLOSES TEXAS SPRINGS PURCHASE Surge Battery Metals Inc. has closed its previously announced agreement to purchase the remaining 50-per-cent interest in certain in the M3 Metals Corp. (M3M) Texas Springs claims, as that term is defined below), by issuing to M3M 1.2 million of its common shares. The company now owns a 100-per-cent interest in the M3M Texas Springs claims and will proceed with M3M to file quit claims 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 with M3M, an exchange-listed company. The M3M option agreement granted the company the option to earn up to an 80-per-cent interest in and to (at that time) 253 mineral claims held by M3M, which are contiguous with the company's Nevada North lithium project. Prior to August, 2024, the company had earned a 50-per-cent interest in the M3M Texas Springs claims. In August, 2024, the company entered into a mineral property option purchase and sale agreement with M3M to acquire the remaining 50-per-cent interest in the M3M claims that it did not own in consideration of issuing 1.2 million 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 The M3M purchase agreement, as amended, superseded the M3M option agreement, was subject to exchange approval, and was to terminate if closing of the M3M purchase agreement has not occurred on or before June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 Aug. 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 Multilateral Instrument 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, 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 United States, Surge Battery Metals is strategically positioned as a key player in advancing lithium exploration, contributing significantly to the sustainable future of the electric vehicle industry. Surge Battery Metals, is not just exploring minerals; it is 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, Nev., about 73 kilometres 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 metres and a known width of greater than 1,500 metres. 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 million tonnes of lithium carbonate equivalent (LCE) grading 2,951 parts per million (ppm) lithium (Li) at a cut-off of 1,250 ppm. We seek Safe Harbor.