Surge Battery, Evolution Mining sign LOI to form JV

Executive Summary

• Surge Battery Metals entered a non‑binding Letter of Intent with Evolution Mining Ltd. to form a joint venture for the Nevada North lithium project (NNLP).
• Under the LOI, Surge will hold an initial 77 % interest (later 67.5 %) and Evolution 23 % (potentially increasing to 32.5 %) after meeting financing milestones.
• Evolution may provide up to $10 million in staged financing for a Preliminary Feasibility Study (PFS); Surge must complete an equity financing of at least $3 million prior to binding agreement execution.

Key Details

• JV Ownership Structure:
• Initial: Surge 77 % / Evolution 23 %.

• Post‑financing (if Evolution funds full $10 M): Surge 67.5 % / Evolution 32.5 %.

• Contributions:

• Surge contributes all its mineral claims and rights covering the NNLP.

• Evolution contributes:

  • 75 % interest in an 880‑acre private land parcel within NNLP.
  • 75 % interest in >21,000 acres of surrounding private land, including prospective extensions to the north and south of the core claim block and rights in historic Contact district, Knoll Creek, and Salmon Falls Creek drainages.

• Financing Conditions:

• Surge must complete an equity financing of at least $3 million before a binding Joint Venture Agreement (JVA) can be signed.
• Evolution will sole‑finance up to $10 million for the PFS, staged and subject to conditions; fulfillment increases its ownership to 32.5 %.

• Any additional JV expenditures will be funded on a pro‑rata basis according to each party’s ownership percentage.

• Project Scope:

• The JV’s initial focus is completing a Preliminary Feasibility Study (PFS) for the Nevada North lithium project.

• Detailed budget and schedule for the PFS, as well as milestone timelines for fund usage, will be prepared prior to signing the JVA.

• Governance:

• An operating committee with representatives from both parties will manage the JV.

• Surge will act as manager of the JV while holding >50 % ownership.

• Exclusivity & Rights:

• Evolution receives a legally binding exclusivity period on the project ending Nov. 4, 2025.

• The JVA will include standard tag‑along, drag‑along, and right‑of‑first‑refusal provisions.

• Project Highlights (Background):

• Nevada North lithium project hosts a pit‑constrained inferred resource of 8.65 Mt LCE at 2,955 ppm Li (1,250 ppm cut‑off).
• PEA indicated an after‑tax NPV (8 % discount) of $9.17 billion USD and IRR of 22.8 %, with OPEX of $5,243/tonne LCE.

Notable Quotes

• “We are extremely pleased to partner with Evolution Mining Ltd. on the advancement of the Nevada North lithium project… Together we are well positioned to unlock the full potential of this highly prospective lithium asset and contribute to the growing demand for critical battery metals.” – Greg Reimer, CEO & Director, Surge Battery Metals Inc.