Megawatt Lithium and Battery Metals Corp., Vancouver, Canada, (CSE: MEGA) (FSE: WR20) (OTC PINK: WALRF) has entered into a letter of intent dated March 1, 2021 (the “LOI”) with 1260945 B.C. Ltd., (“TargetCo”) pursuant to which, subject to regulatory approval, the Company will acquire all of the issued and outstanding shares of TargetCo and indirectly acquire a 100% interest (subject to a 1% NSR) in and to certain mining tenements in Northern Territory (“NT”) and New South Wales (“NSW”) Australia as described below.
Rare Earth Elements (NT) – Arctic Fox and Isbjorn
Located in NT, both properties have assayed surface sample readings that form the basis for further exploration and are located in a region with supportive mining infrastructure. Arctic Fox is contiguous with the Nolans Bore REE project, for which Project commissioning is slated for mid 2022. The Isbjorn asset is contiguous to the advanced Charley Creek REE project.
Nickel-cobalt-scandium-HPA (NSW) – Chinook, Kodiak & Caribou
The three nickel-cobalt-scandium-HPA properties – Chinook, Kodiak and Caribou – are located in central NSW in a highly prospective region. The region is home to both Alpha HPA’s (ASE:A4N) Collerina nickel-cobalt-scandium-HPA asset and Scandium International’s (TSE: SCY) Nyngan deposit. Both Collerina and Nyngan support JORC Complaint Mineral Resources.
The Proposed Transaction
The Company and TargetCo have enteried into the LOI which sets out certain terms and conditions pursuant to which the Proposed Transaction will be completed. The terms outlined in the LOI are subject to the parties successfully entering into a definitive agreement in respect of the Proposed Transaction on or before March 31, 2021 the (“Definitive Agreement”). Pursuant to the terms of the LOI, it is contemplated that Megawatt will acquire 100% of the issued and outstanding securities of TargetCo in consideration for the issuance of 11,000,000 common shares of the Company (the “Payment Shares”) pro rata to shareholders of TargetCo at a deemed price of $0.44 per Payment Share. The Payment Shares will not be subject to any hold periods under applicable securities laws.
The Proposed Transaction is an arms-length transaction and no change in management or the board of directors of Megawatt is being contemplated at this time. The Proposed Transaction remains subject to certain closing conditions including, without limitation, (a) entering into the Definitive Agreement; (b) the completion of due diligence; and (c) the receipt by the Company of all necessary corporate and regulatory approvals, including the approval of the Canadian Securities Exchange, as applicable. There can be no assurance that the Proposed Transaction will be completed as contemplated, or at all.
About MegaWatt Lithium and Battery Metals Corp.
MegaWatt is a British Columbia based company involved in the acquisition and exploration of mineral properties in Canada. The Company holds a 100% undivided interest, subject to a 1.5% NSR on all base, rare earth elements and precious metals, in the Cobalt Hill Property, consisting of eight mineral claims covering an area of approximately 1,727.43 hectares located in the Trail Creek Mining Division in the Province of British Columbia, Canada.
Additionally, the Company has acquired a 60% interest in a company that indirectly holds a 100% interest (subject to a 2% NSR) in two prospective silver-zinc projects in Australia, being the Tyr Silver Project and the Century South Silver-Zinc Project (see press release dated August 13, 2020) and a 100% interest (subject to a 2% NSR) in and to the Route 381 Lithium Property, comprised of 40 mineral claims located in James Bay Territory, north of Matagami in the Province of Quebec, covering 2,126 hectares (see press release dated February 3, 2021).
