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ExGen Signs Purchase Agreement to Acquire Lithium Properties in Nevada

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ExGen Signs Purchase Agreement to Acquire Lithium Properties in Nevada

ExGen Resources Inc. (TSX-V: EXG) (OTC: BXXRF) is pleased to announce that, further to its news release dated October 17, 2025, the Company has signed an asset purchase agreement dated April 29, 2026 to acquire from an arm’s length private company and its wholly owned subsidiary an interest in three lithium properties in Nevada, including claims pursuant to two option agreements, and other associated assets. The Acquisition will greatly expand ExGen’s Nevada lithium interests, presently focused on the Spark North Lithium property. The Spark North Property is located just north of Surge Battery Metals Inc.’s (TSX-V: NILI) Nevada North Lithium Project, which hosts a large and high grade lithium resource (see below for more information regarding Surge Battery’s Nevada North Lithium Project). ExGen is acquiring an option to purchase certain claims comprising the Spark South lithium property, which is situated adjacent to the southern boundary of Surge Battery’s Nevada North Lithium Project, as well as certain other claims included in the Spark South Property.

Work completed on the Spark South Property shows that the property hosts a similar geological setting as Surge Battery’s Nevada North Lithium Project. Surge Battery and its joint venture partner have “commenced an advanced metallurgical optimization program with Kemetco Research Inc. to support the continuing prefeasibility study for the company’s flagship, high-grade Nevada North lithium project located in Elko county, Nevada” (Surge Battery News Release dated April 1, 2026).

In addition, pursuant to the Purchase Agreement, ExGen will also acquire options to purchase two additional properties providing exposure to two other prospective lithium districts in Nevada. Upon the closing of the Acquisition, ExGen will have a significant stake in the lithium industry in Nevada, which bills itself as the Lithium Capital of North America1. The lithium industry in Nevada now runs a broad spectrum of the electric vehicle supply chain from mining through to battery and electric vehicle production.

ExGen management has noticed that lithium in Nevada has attracted a great deal of investor attention over the past year, centered on Lithium Americas Corp.’s Thacker Pass project, now in development, located in Humboldt County, Nevada, part of the McDermitt Caldera, approximately 282 km due west from the Spark North Property and Spark South Property. Lithium Americas’ Thacker Pass Project will receive more than US$3.10 billion in funding from the US Department of Energy2, General Motors3, and Orion Resource Partners4.

THE PURCHASE AGREEMENT
The Purchase Agreement contemplates the Acquisition of the Vendors’ legal and beneficial interest in: (a) the Spark South Property in Elko County, Nevada, consisting of 297 claims, either through the purchase of an option or through direct purchase of the claims from the Vendors; (b) an option to purchase the Libra lithium project in Esmeralda County, Nevada consisting of 107 claims; (c) an option to purchase the Augusta lithium project in Churchill County, Nevada consisting of 32 claims; (d) a 1.5% net smelter returns royalty on all mineral production from 111 claims located in Elko County, Nevada previously granted by ExGen to a Vendor; and (e) with the exception of any cash or cash equivalents owned by one of the Vendors, any and all other property and assets owned or asserted by the Vendors. As mentioned above, certain of the claims comprising the Spark South Lithium Project, and the claims comprising the Libra Lithium Project and the Augusta Lithium 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 at the Closing.


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 September 24, 2024, Surge Battery announced that the Nevada North Lithium Project had the highest grade lithium clay deposit in the USA (11.24 Mt LCE grading 3,010 ppm Li at a 1,250 ppm cutoff). 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, titled “Technical Report on Mineral Resource Estimate for the Nevada North Lithium Project, Elko County, Nevada USA” and dated effective October 9, 2024.

The Vendors’ Spark South Lithium Project is adjacent to the southern boundary of Surge Battery’s Nevada North Lithium Project in Elko County, Nevada. On June 9, 2025, Surge Battery announced the results of a NI 43-101 Technical Report Preliminary Economic Assessment, highlighting an after-tax NPV (8%) of US$9.21 Billion5. The Surge Battery PEA was jointly by lead consultants M3 Engineering & Technology Corp. and Independent Mining Consultants, titled “Nevada North Lithium Project – NI 43-101 Thechical Report – Preliminary Economic Assessment – Elko County, Nevada” and dated effective May 19, 2025. Surge Battery is now conducting metallurgical testwork in support of a prefeasibility study6.

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’s long-held conviction in the Elko County lithium district is being validated by the extraordinary progress on our doorstep. Since our initial acquisition of the Spark North property in early 2025, our neighbor, Surge Battery Metals, has confirmed the world-class scale of this region. Their recent Preliminary Economic Assessment—outlining an 11.2 million tonne LCE resource with a US$9.17 billion after-tax NPV—formally establishes Elko County as a premier lithium jurisdiction in North America.”

“Surge has subsequently secured Evolution Mining as their JV partner and begun work advanced metallurgical testing to support the delivery of a Pre-Feasibility Study to evaluate the project’s development potential. We look forward to the numerous catalysts in the district over the course of this year as we advance our own assets to unlock value for ExGen.”

In order to acquire a 100% undivided interest in and to the Spark South Lithium Project and the Libra Lithium Project, ExGen will be required to (a) pay the third party optionor of the two properties an aggregate of US$225,000 in cash in annual tranches of US$75,000 beginning on January 21, 2027, and (b) incur cumulative qualifying exploration expenditures on the two properties of at least US$1,450,000, US$450,000 of which must be incurred by January 21, 2028 with the balance of US$1,000,000 incurred by January 21, 2029. In addition, the Company may be obligated to pay the third party optionor of the two properties up to US$8,000,000 in cash in the event that ExGen (i) exercises the option, (ii) has received title to each of the Spark South Lithium Project and the Libra Lithium Project, and (iii) has received an independent technical report on the applicable Project that indicates a mineral resource of not less than 2,000,000 tonnes of lithium with a grade of 1,500 ppm on such Project. For clarity, the foregoing obligation applies separately to and burdens each of the Spark South Lithium Project and the Libra Lithium Project, but in no event shall exceed $4,000,000 for a single Project or $8,000,000 in total for both Projects.

In order to acquire a 100% undivided interest in and to the Augusta Lithium Project, ExGen is only required to pay the third party optionor $30,000 in cash on or before May 12, 2026. There are no work commitments associated with the exercise of this option.

TERMS OF THE PURCHASE AGREEMENT
The Purchase Agreement and the Acquisition are subject to TSX Venture Exchange acceptance. No finder’s fees are payable by ExGen in respect of the Acquisition. Pursuant to the terms and conditions of the Purchase Agreement, certain terms of the Acquisition are as follows:

  • ExGen will issue 21,000,000 ExGen Shares to a Vendor on Closing, 18,000,000 of which will be distributed pro rata to the shareholders of such Vendor immediately following Closing. It is not anticipated that the Acquisition or the issuance of the Payment Shares will result in any new insiders of ExGen or a change of control of ExGen. The Payment Shares may be subject to escrow provisions contained in the policies of the TSXV and will be subject to resale restrictions pursuant to applicable securities laws.
  • ExGen will provide a cash payment of CAD$125,000 to the Vendors. The first $75,000 has been paid as a refundable deposit, with the CAD$50,000 balance due on Closing. In addition, ExGen has provided the Vendors with a secured refundable loan of CAD$155,000.
  • The Closing is anticipated to occur on the earlier of: (i) date that is 10 business days following the receipt of conditional acceptance from the TSXV; or (ii) June 30, 2026, or such other day that the parties may agree.
  • The Closing is subject to the following conditions: (i) TSXV acceptance of the Acquisition, including the issuance of the Payment Shares; (ii) the approval of any third party whose consent is required to complete the Acquisition, including the optionor of the Option Agreements, and assignment agreements in respect of the Option Agreements; (iii) execution of revised Option Agreements if required by ExGen; and (iv) other conditions that as are customary for transactions similar to the Acquisition. The Acquisition will not be completed until the conditions are satisfied, or waived, if waiver is possible in the circumstances. There can be no assurance that the Acquisition will be completed as proposed or at all.


QUALIFIED
PERSON
Kieran Downes, Ph.D., P. Geo., a Qualified Person as defined by NI 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 fund exploration and development of our 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 currently has 7 exploration projects in Canada and the US. ExGen also intends to build a portfolio of royalties and streams on mineral properties, with a focus on projects that are near to production. ExGen currently holds 4 royalties on projects in the Golden Triangle, BC, Canada, and a silver stream on a past producing gold mine in Chile.

For more information on ExGen please contact:

ExGen Resources Inc.
Jason Tong
Chief Financial Officer
Email: jason@catapultgroup.ca
Cell: 604-889-7827

Posted May 1, 2026

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