MegaWatt Announces Broker-Free Private Placement of Up to C $ 800,000 and Grant of Stock Options



VANCOUVER, BC, October 18, 2021 / CNW / – MegaWatt Lithium and Battery Metals Corp. (CSE: MEGA) (FSE: WR20) (OTC ROSE: WALRF) (the “Society” Where “Megawatt“) is pleased to announce a private placement without intermediary (the”Offer“) for total gross proceeds accruing to the Company up to CA $ 800,000 the sale of any combination of units of the Company (the “Units“) at the price of CA $ 0.18 per unit and flow-through units of the Company (the “FT units“) at the price of CA $ 0.195 per FT unit. Red Cloud Securities Inc. is acting as intermediary in connection with the Offer.

Each unit will consist of one common share of the Company (each, a “Unit share“) and a half common share purchase warrant (each whole warrant, a”To guaranteeEach FT unit will consist of one common share of the Company which will be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Sharing“) and a half warrant. Each warrant will entitle its holder to purchase one common share of the Company (each, a”Warrant share“) at the price of CA $ 0.27 for a period of 24 months following the closing date of the Offer.

The net proceeds from the sale of the units will be used to finance the exploration of the Company’s projects in Canada and Australia and for general working capital purposes. The gross proceeds from the issuance of FT shares will be used for “exploration expenses in Canada” (within the meaning of the Income Tax Act (Canada)) (the “Eligible expenses“), which will be waived with an effective date no later than December 31, 2021 to buyers of FT Shares for an aggregate amount not less than the gross proceeds from the issue of FT Shares. If the eligible expenses are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of FT units from any additional tax payable by that subscriber as a result of the Company’s failure to waive the eligible expenses.

The placement is expected to close on or about November 9, 2021 and is subject to receipt of all necessary regulatory approvals, including the Canadian Securities Exchange. Equity units, FT shares, warrant shares and all of the Company’s common shares issuable from the intermediary’s warrants will be subject to a four-month holding period and one day in accordance with applicable securities laws. Finder’s fees will be payable in accordance with the policies of the Canadian Securities Exchange.

The Company also announces that it has granted 2,500,000 incentive stock options to directors, officers and consultants. Incentive stock options have an exercise price of $ 0.20 per share, are valid for a period of 5 years from the grant date and are subject to regulatory approval.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Law“) or any US state securities law, and may not be offered or sold in United States or to, or on behalf of or for the benefit of, United States persons without registration or an applicable exemption from the registration requirements of the US Securities Act and applicable US securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in United States, nor in any other jurisdiction.

About MegaWatt Lithium and Battery Metals Corp.

MegaWatt is a British Columbia company based in the acquisition and exploration of mining properties in Canada. The Company holds a 100% undivided interest, subject to a 1.5% NSR royalty on all basic elements, rare earths and precious metals, in the Cobalt Hill property, consisting of eight mineral claims covering a area of ​​approximately 1,727.43 hectares located in the Trail Creek Division mine in the province of British Columbia, Canada.

In addition, the Company acquired a 60% interest in a company which indirectly holds a 100% interest (subject to a 2% NSR royalty) in two potential silver-zinc projects in Australia, either the Tyr Silver project and the Century South Silver-Zinc project (see press release from Aug 13, 2020) an indirect

100% interest (subject to a 1% NSR) in mining claims in the Northern Territory and New South Wales, Australia prospective for nickel-cobalt-scandium, uranium and rare earths and a 100% interest (subject to a 2% NSR) in and in the Route 381 lithium property, consisting of 40 mining claims located in the territory of James Bay, north of Matagami in the province of Quebec, covering 2,126 hectares (see press release from February 3, 2021).

Investors can find out more about the company and its team at

The CSE accepts no responsibility for the adequacy or accuracy of this release.

This press release includes “forward-looking information” which is subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements may include, without limitation, statements relating to the trading of the Company’s common shares on the Exchange and the use of the proceeds by the Company and are subject to all the risks and uncertainties inherent in such events. Investors are cautioned that such statements are not guarantees of future events and that actual events or developments may differ materially from

those projected in forward-looking statements. These forward-looking statements represent management’s best judgment based on information currently available. No securities regulatory authority has approved or disapproved of the contents of this press release.

SOURCE MegaWatt Lithium and Battery Metals Corp.

For further information: David Thornley-Hall, Managing Director, [email protected]

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