Surge Battery, Evolution Mining sign LOI to form JV

Mr. Greg Reimer reports SURGE ANNOUNCES LETTER OF INTENT WITH EVOLUTION MINING LIMITED TO ENTER INTO A JOINT VENTURE AGREEMENT Surge Battery Metals Inc. has entered into a non-binding letter of intent (LOI) with Evolution Mining Ltd., pursuant to which the parties will form a joint venture (JV) for the purpose of continuing the development of the Nevada North lithium project (NNLP). The initial focus of the JV will be facilitating the completion of a preliminary feasibility study (PFS) for the purpose of evaluating the potential for the proposed development of the NNLP. The LOI contemplates that the entering into of a binding joint venture agreement (JVA) is conditional upon each party completing its respective due diligence investigations, each party obtaining their necessary regulatory and corporate approvals and the completion by Surge of an equity financing for gross process of at least $3-million. Terms of the LOI Upon formation of the JV, each party will contribute their respective rights to the mineral claims and mineral rights comprising the NNLP and Surge's ownership interest in the JV shall be 77 per cent (with Evolution owning the remaining 23 per cent of the ownership interests). Surge will contribute to the JV all of its mineral claims and mineral rights that comprise the NNLP. Evolution will contribute its 75-per-cent mineral interest in the 880-acre private land portion within the NNLP. These mineral interests were part of the preliminary economic assessment recently announced by Surge. In addition, Evolution will contribute its 75-per-cent mineral rights in over 21,000 acres of private land in and around the NNLP. The additional Evolution mineral rights package includes highly prospective rights to the south of the main claim block. To the north, the private mineral rights cover possible extensions of identified favourable clay units. In addition, the package includes mineral rights in the historic Contact district and the Knoll Creek and Salmon Falls Creek drainages. Following the formation of the JV, Evolution will sole-finance, in stages and subject to certain conditions, up to $10-million to the JV for the purpose of financing a PFS in exchange for additional ownership interests in the JV. Assuming Evolution satisfies the financing obligation in its entirety, Evolution's ownership interest in the JV will increase to 32.5 per cent (with Surge owning the remaining 67.5-per-cent ownership interest). Any additional expenditures of the JV shall be jointly financed by Surge and Evolution on a pro rata basis in accordance with their ownership interests in the JV. The JVA will contain industry standard terms for managing the project. The JV shall be governed by an operating committee comprising representatives of both parties and Surge shall act as manager of the JV so long as it holds more than 50 per cent of the ownership interests. Prior to entering into the JVA, Surge and Evolution will prepare and agree to a detailed budget and schedule in connection with completing the PFS and a schedule setting out the milestones for the use of the funds. The LOI also contemplates that: Surge grants Evolution a legally binding exclusivity period, ending on Nov. 4, 2025. Under the JVA, each party will be required to comply with certain provisions prior to transferring a direct or indirect interest in the JV in certain circumstances (including certain tag rights, drag rights and rights of first refusal in favour of the other party). Greg Reimer, chief executive officer and director, commented: "We are extremely pleased to partner with Evolution Mining Ltd. on the advancement of the Nevada North lithium project. This collaboration not only combines relevant assets, but also the strong lithium technical knowledge of Surge with Evolution's proven track record in mine development and operational excellence. 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." 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 for clean, high-grade lithium energy metals in Nevada, a crucial element for powering electric vehicles. With a primary listing on the TSX Venture Exchange in Canada and the OTCQX Markets in the United States, Surge Battery Metals is strategically positioned as a key player in advancing lithium exploration. About Evolution Mining Ltd. Evolution Mining is a leading, globally relevant gold miner. Evolution operates six mines, comprising five wholly owned mines -- Cowal in New South Wales, Ernest Henry and Mt. Rawdon in Queensland, Mungari in Western Australia, and Red Lake in Ontario, Canada, and an 80-per-cent share in Northparkes in New South Wales. 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, 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 1500 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 (t) of lithium carbonate equivalent (LCE) grading 2,955 parts per million (ppm) lithium (Li) at a 1,250 ppm cut-off. The recently completed PEA reported an after-tax net present value (NPV) at 8 per cent of $9.17-billion (U.S.) and an after-tax internal rate of return (IRR) of 22.8 per cent at $24,000 per t LCE and an opex (operating expense) of $5,243 (U.S.) pepr t LCE. We seek Safe Harbor.