ExGen signs LOI to acquire lithium properties in Nevada

Executive Summary

• ExGen Resources Inc. has signed a binding Letter of Intent (LOI) to acquire three lithium properties and associated assets in Nevada, significantly expanding its portfolio beyond the existing Spark North property.
• The acquisition includes the Spark South, Libra, and Augusta lithium projects, along with a 1.5% Net Smelter Return (NSR) royalty, subject to TSX Venture Exchange acceptance and satisfactory due diligence.
• Consideration for the transaction involves the issuance of 21 million ExGen shares (with 18 million distributed pro rata to vendor shareholders) and a total cash payment of $125,000.

Key Details

• Transaction Structure: Binding LOI signed on Oct. 8, 2025, with two arm's-length private companies.
• Assets Acquired:
  • Spark South Lithium Property: Located in Elko County, Nevada, consisting of 409 claims. Situated adjacent to the southern boundary of Surge Battery’s Nevada North lithium project.
  • Libra Lithium Project: Located in Esmeralda County, Nevada, consisting of 107 claims.
  • Augusta Lithium Project: Located in Churchill County, Nevada, consisting of 32 claims.
  • NSR Royalty: A 1.5% Net Smelter Return royalty on all mineral production from 111 claims in Elko County, previously granted by ExGen to a vendor.
  • Other Assets: All other property and assets owned or asserted by the vendors (excluding cash/cash equivalents and ExGen common shares held by vendors).
• Consideration:
  • Equity: ExGen will issue 21 million shares. Of these, 18 million will be distributed pro rata to the shareholders of the vendor immediately following closing.
  • Cash: Total cash payment of $125,000.
    • $75,000 due upon completion of due diligence or waiver of the due diligence condition.
    • $50,000 balance due on closing.
• Conditions Precedent:
  • TSX Venture Exchange acceptance.
  • Completion of satisfactory due diligence by ExGen.
  • Execution of definitive purchase agreements, amending agreements, and assignment agreements regarding option agreements with third parties.
• Strategic Context:
  • The Spark South property shares the same geological setting as Surge Battery’s Nevada North lithium project, which hosts a resource of 11.24 million tonnes of lithium carbonate equivalent (LCE) grading 3,010 ppm Li.
  • Spark South soil samples show anomalies >500 ppm Li with a strike length of 1.6 km and width of 600 m.
  • Grab samples from Spark South returned four results above 1,000 ppm Li; soil samples returned 16 results above 1,000 ppm Li.
• Qualified Person: Kieran Downes, PhD, PGeo, reviewed and approved the scientific and technical information.

Notable Quotes

• Jason Riley, CEO: "ExGen has long believed that the lithium district in Elko county, Nevada, represents one of the highest-grade lithium opportunities in North America and has the potential to become a key development region for the industry... Building on this foundation, ExGen has the potential to substantially increase its holdings through the binding LOI to acquire the Spark South lithium project... We look forward to the many catalysts expected throughout the remainder of this year that may advance our Nevada lithium assets."