Battery Mineral Resources Corp. (TSX-V: BMR) (OTCQB: BTRMF) is pleased to announce a second closing of the private placement  of senior unsecured convertible debentures, which was previously announced on October 17, 2023, for gross proceeds of US$1,915,000 (C$2,660,234). This brings the total amount of new funding raised via issuance of the Debentures to US$3,285,000 (C$4,563,377), including the first and second closings. The proceeds from the Debentures will be applied towards working capital and the restart of copper concentrate production at its Punitaqui copper project in Chile. Weston Energy II LLC, an existing shareholder of the Company, participated in the second closing in the amount of US$1,815,000 (C$2,479,472).

The Company paid a cash finder’s fee equal to 6% on US$100,000 (C$138,710) of the gross proceeds arising from the second closing of the Private Placement, being US$6,000 (C$8,322.6) in finder’s fees paid in respect of the second closing.

The Company continues to progress towards securing the balance of the capital required for the Restart and anticipates sharing further updates in that respect in the fourth quarter of 2023. The Company estimates the total capital required for the Restart to be approximately US$13 million (approximately C$17.8 million) (prior to corporate costs and other asset holding costs and inclusive of amounts to be raised in the Private Placement).

Offering Terms

The Debentures will mature on September 30, 2026 and will bear interest at 10% per annum, compounding annually on September 30 of each year, not in advance. Interest accrued from the date of issuance up to and including March 30, 2025, will be paid by way of issuance of common shares of the Company. Interest accrued following March 30, 2025, will be, at the option of the holder, paid either in cash or by way of issuance of common shares of the Company. The issuance of common shares as payment of interest will be at the then current market price of the Company’s common shares at the date the interest becomes payable and will be subject to the prior acceptance of the TSX Venture Exchange and applicable securities laws.

The holder of a Debenture may, at their option, at any time from March 31, 2024, and prior to the close of business on the business day immediately preceding the Maturity Date, convert all, but not less than all, of the principal amount of such Debenture into common shares of the Company at the conversion price of US$0.22 per share (approximately C$0.30 per share).

All Debentures issued in the Private Placement and in connection with the debt consolidation are subject to a four month hold period under applicable Canadian securities laws and under the policies of the TSX Venture Exchange. The Debenture issuances are subject to final approval by the TSX Venture Exchange.

CEO Commentary

Martin Kostuik, Battery’s CEO stated, “We are very pleased to announce this second closing of the Debenture offering and look forward to providing further updates regarding this debenture and other forms of non-dilutive funding for the resumption of operations at our Punitaqui mine in the coming weeks.”

Exchange Rates

All USD amounts for which CAD equivalent amounts are given in this news release were calculated at CAD/USD exchange rate of 1.3871, the exchange rate published by the Bank of Canada on October 31, 2023.

MI 61-101 Matters

Weston Energy LLC and Weston Energy II LLC are “related parties” to BMR pursuant to pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Prior to giving effect to the transactions disclosed in this news release, Weston Energy LLC and Weston Energy II LLC and its affiliates owned or controlled (directly or indirectly) 107,578,740 BMR Common Shares on an undiluted basis (representing approximately 60.60% of the outstanding BMR Common Shares).

Weston Energy II LLC’s participation in the Private Placement constitutes a “related party transaction” for the purposes of MI 6-101. The transaction is exempt from the formal valuation requirements of MI 61-101 as BMR is not listed on a specified market that would require compliance with such formal valuation requirements (as set forth in Section 5.5(b) of MI 61-101) and is further exempt from the minority shareholder approval requirements of MI 61-101 by virtue of Section 5.7(e) of MI 61-101 which provides that a related party transaction is exempt from the minority shareholder approval requirements if the issuer is in serious financial difficulty, the transaction is designed to improve the financial position of the company (among other criteria) and there is no other requirement to hold a meeting of shareholders to approve the transaction.

Disclaimers

The Debentures (including any issued in future closings) will be sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act“) and will be sold only to persons reasonably believed to be accredited investors in the United States under Rule 506 under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act.

The Debentures and the shares of common stock issuable upon conversion of the Debentures, if any, have not been and will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Debentures or any shares of common stock potentially issuable upon conversion of the Debentures nor shall there be any sale of Debentures (or shares issuable upon conversion thereof) in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

There can be no assurance that any future offerings of Debentures will be completed.

About Battery Mineral Resources Corp.

Battery Mineral Resources is a battery minerals company providing shareholders exposure to the global mega-trend of electrification while being focused on growth through cash-flow, exploration, and acquisitions in favourable mining jurisdictions. Battery Mineral’s mission is the discovery, acquisition, and development of battery metals (namely cobalt, lithium, graphite, and copper), in North America, South America and South Korea and to become a premier and responsible supplier of battery minerals to the electrification marketplace. BMR is currently pursuing a near-term resumption of operations of the Punitaqui Mining Complex, a past copper-gold-silver producer, in the Coquimbo region of Chile. BMR is the largest mineral claim holder in the historic Gowganda Cobalt-Silver Camp in Ontario, Canada, and continues to pursue a focused program to build on the recently announced, +1-million-pound high-grade cobalt resource at McAra. In addition, Battery Mineral owns 100% of ESI Energy Services, Inc. (including ESI’s wholly owned USA operating subsidiary, Ozzie’s, Inc.), a profitable mainline pipeline and renewable energy equipment rental and sales company with operations in Alberta, Canada and Arizona, USA.