ExGen signs LOI to acquire lithium properties in Nevada

Mr. Jason Tong reports EXGEN SIGNS BINDING LOI TO ACQUIRE LITHIUM PROPERTIES IN NEVADA ExGen Resources Inc. has signed a binding letter of intent (LOI) on Oct. 8, 2025, to acquire three lithium properties and other assets in Nevada. This acquisition will greatly expand ExGen's Nevada lithium interests, presently focused on the Spark North lithium property. Spark North is located just north of Surge Battery Metals Inc.'s Nevada North lithium project, which hosts a large and high-grade lithium resource (see below for more information of Surge Battery's Nevada North lithium project). ExGen is acquiring the Spark South lithium property, which is situated adjacent to the southern boundary of Surge Battery's Nevada North lithium project. Work completed on the Spark North and Spark South properties shows that both properties host the same geological setting as Surge Battery's Nevada North lithium project. Surge Battery is presently drilling on its Nevada North lithium project. In addition, pursuant to the binding LOI, ExGen will also acquire two additional properties providing exposure to two other prospective lithium districts in Nevada. ExGen management has noticed that lithium in Nevada has recently attracted a great deal of investor attention, centred on Lithium Americas Corp.'s Thacker Pass project, now in development, located in Humboldt county, Nevada, part of the McDermitt caldera, approximately 282 kilometres (km) due west from the Spark North and Spark South properties. Letter of intent The binding letter of intent entered into with two arm's-length private companies contemplates the acquisition of the vendors' legal and beneficial interest in: (a) the Spark South property in Elko county, Nevada, consisting of 409 claims; (b) the Libra lithium project in Esmeralda county, Nevada, consisting of 107 claims; (c) the Augusta lithium project in Churchill county, Nevada, consisting of 32 claims; (d) a 1.5-per-cent net smelter return (NSR) royalty on all mineral production from 111 claims located in Elko county, Nevada, previously granted by the ExGen to a vendor; and (e) with the exception of any cash or cash equivalents owned by one of the vendors (including, for greater certainty, any common shares in the capital of ExGen), any and all other property and assets owned or asserted by the vendors. Certain of the claims comprising the Spark South lithium project, and the claims comprising the Libra project and the Augusta project, are held by a vendor pursuant to option agreements with a third party. ExGen will acquire the rights and obligations of such vendor under the option agreements on the closing of the transaction. The Spark South lithium project The Spark South lithium project is adjacent to the southern boundary of Surge Battery's Nevada North lithium project in Elko county, Nevada. In a news release dated Sept. 24, 2024, Surge Battery announced that the Nevada North lithium project had the highest-grade lithium clay deposit in the United States (11.24 million tonnes (t) lithium carbonate equivalent (LCE) grading 3,010 parts per million (ppm) lithium (Li) at a cut-off of 1,250 parts per million (ppm)).The technical report for Surge Battery's Nevada North lithium project was prepared for Surge Battery by authors Jeffrey D. Phinisey, of TAG Resources LLC, and Bruce M. Davis, independent geostatistical consultant, and titled "Technical Report on Mineral Resource Estimate for the Nevada North Lithium Project, Elko County, Nevada, USA," dated effective Oct. 9, 2024, and as announced on Sept. 24, 2024. The Spark South lithium project has returned four of 103 grab samples and 16 of 703 soil samples above 1,000 ppm Li. The soil anomaly (more than 500 ppm) at the Spark South lithium project is open in all directions and has a strike length of 1.6 km and a width of 600 metres (m), as disclosed in the National Instrument 43-101 technical report on the Spark lithium project, Elko County, Nevada, United States, by Derrick Strickland, PGeo, and Brad Peek, CPG. The report is dated with an effective date of Oct. 19, 2023. ExGen cautions that past results or discoveries on properties in proximity to ExGen's properties, including Surge Battery's Nevada North lithium project, may not necessarily be indicative of the presence of mineralization on any of the projects. Jason Riley, chief executive officer of ExGen, commented: "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. In March, 2025, ExGen made its initial acquisition within the Elko county, Nevada lithium district, with the purchase of the Spark North property, located north of Surge Battery's significant lithium discovery. Building on this foundation, ExGen has the potential to substantially increase its holdings through the binding LOI to acquire the Spark South lithium project, which is situated adjacent to the southern boundary of Surge Battery's Nevada North lithium project. The recent investments from the U.S. government into Nevada-based lithium developers such as Lithium Americas' Thacker Pass and positive investment sentiment reinforce the strategic importance of Nevada's lithium resources. We look forward to the many catalysts expected throughout the remainder of this year that may advance our Nevada lithium assets." Terms of the binding LOI The binding LOI and the transaction are subject to TSX Venture Exchange acceptance. No finders' fees are payable by ExGen in respect of the transaction. Subject to the terms and conditions of the binding LOI, certain terms of the transaction are as follows: ExGen will issue 21 million ExGen shares to a vendor on closing, 18 million of which will be distributed pro rata to the shareholders of such vendor immediately following closing; ExGen will provide a cash payment of $125,000 to the vendors. The first $75,000 is due on completion of due diligence or waiver of the due diligence condition in respect of the assets, with the $50,000 balance due on closing. The parties may enter into definitive purchase agreement containing terms and conditions as set out in the binding LOI and any other terms and conditions as are customary for transactions of a similar nature. The closing is subject to the completion of satisfactory due diligence by ExGen on the assets and the execution of amending agreements and assignment agreements in relation to the option agreements, as well as representations, warranties, conditions, covenants and indemnities as are customary for transactions similar to the transaction. Qualified person Kieran Downes, PhD, PGeo, a qualified person as defined by National Instrument 43-101, has reviewed, verified and approved the scientific and technical information provided in this news release. Mr. Downes is a director of ExGen, and a member of ExGen's corporate governance and compensation committee, and audit committee, and, as a result, is not an independent qualified person for the purposes of NI 43-101. About ExGen Resources Inc. ExGen is a project accelerator that seeks to finance exploration and development of its projects through joint ventures and partnership agreements. This approach significantly reduces the technical and financial risks for ExGen, while maintaining the upside exposure to new discoveries and potential cash flow. ExGen intends to build a diverse portfolio of projects across exploration stages and various commodity groups. ExGen currently has seven projects in Canada and the United States. We seek Safe Harbor.