Surge Battery Metals USA, Evolution form joint venture

Executive Summary

• Surge Battery Metals Inc. has entered into a joint venture with Evolution Mining Ltd. to develop the Nevada North Lithium Project (NNLP) through a new entity, Nevada North Lithium LLC.
• Surge U.S. holds an initial 77% ownership interest, which dilutes to 67.5% if Evolution Mining fully funds its $10-million commitment for a prefeasibility study.
• Evolution Mining will solely finance up to $10 million for the study in stages, with an initial $3 million expected by December 5, 2025, in exchange for increased equity stakes.

Key Details

• Joint Venture Structure: Formed via an amended and restated operating agreement dated Dec. 2, 2025, between Surge Battery Metals USA Inc. and a subsidiary of Evolution Mining Ltd.
• Contributed Assets:
  • Surge U.S.: Contributed all mining claims and mineral rights comprising the NNLP.
  • Evolution Mining: Contributed its 75% mineral interest in the 880-acre private land portion of the NNLP and its 75% mineral rights in over 21,000 acres of private land in and around the NNLP.
• Ownership and Financing Terms:
  • Initial Ownership: Surge U.S. 77%; Evolution Mining 23%.
  • Financing Obligation: Evolution Mining to solely finance up to $10 million for a prefeasibility study.
  • Initial Payment: $3 million expected on or before Dec. 5, 2025.
  • Post-Initial Payment Ownership: Surge U.S. 74.15%; Evolution Mining 25.85%.
  • Full Funding Ownership: If Evolution satisfies the full $10 million obligation, Evolution’s interest increases to 32.5%, and Surge U.S. decreases to 67.5%.
  • Future Expenditures: Any additional expenditures after the financing obligation is met will be jointly financed on a pro rata basis according to ownership interests.
• Governance:
  • Governed by an operating committee with five appointees (three from Surge U.S., two from Evolution).
  • Supermajority Requirements: Certain decisions require approval from appointees representing at least 80% of ownership interests. These include: commissioning/conducting a feasibility study, suspending operations >90 days, sale/disposition of substantially all assets, material changes to business, approving budgets/programs, and appointment/removal of senior officers.
  • Management: Surge U.S. serves as general manager as long as it holds >50% ownership, responsible for day-to-day operations.
• Additional Corporate Actions:
  • Surge Battery Metals granted 3.2 million stock options to directors, officers, and consultants.
  • Exercise price: $0.60 per share.
  • Term: Five years.

Notable Quotes

• "Surge is very pleased to have concluded the definitive agreements to formally establish the joint venture with Evolution Mining on the NNLP. This marks a major milestone in advancing one of the most promising lithium assets in the United States. With the partnership now official, we are poised to accelerate the projects development and meet the growing demand for critical battery metals." — Greg Reimer, CEO and Director