Surge Battery and Evolution Mining form joint venture to develop Nevada North Project, Nevada

Surge Battery Metals Inc. [TSXV: NILI; OTCQX: NILIF], through its wholly owned U.S. subsidiary Surge Battery Metals USA Inc., has entered into an amended and restated operating agreement dated December 2, 2025, with a subsidiary of Evolution Mining Ltd., pursuant to which Surge U.S. and Evolution formed a joint venture, to be implemented by Nevada North Lithium LLC, a Nevada limited liability company for the purpose of continuing the development of the Nevada North lithium project.

In addition to the JV agreement, Surge U.S. and Evolution entered into a contribution agreement, pursuant to which each party transferred into the JV certain assets they each held in connection with the NNLP. The initial focus of the JV will be facilitating the completion of a preliminary feasibility study for the purpose of evaluating the potential for the proposed development of the NNLP.

Material terms of the JV agreement and the contribution agreement: Under the contribution agreement, Surge U.S. has contributed to the JV all of its mining claims and mineral rights that comprise the NNLP. Evolution has contributed its 75% mineral interest in the 880-acre private land portion within the NNLP. These mineral interests were part of the preliminary economic assessment recently announced by Surge. In addition, Evolution will contribute its 75% mineral rights in over 21,000 acres of private land in and around the NNLP.

The JV agreement sets out the terms governing the JV, including, among other things, the ownership interests as between Surge U.S. and Evolution, the JV’s governance framework, defaults, and each party’s financial obligations.

Surge U.S.’s ownership interest in the JV will initially be 77% (with Evolution owning the remaining 23% of the ownership interests). Pursuant and subject to the terms of the JV agreement, Evolution will solely finance, in stages and subject to certain conditions, up to $10 million for the purpose of financing a prefeasibility study in exchange for additional ownership interests in the JV, of which $3 million is expected to be financed by December 5, 2025.

Upon receipt of the initial obligation by the JV, Surge U.S. is expected to own 74.15% of the ownership interests, with Evolution owing the remaining 25.85%. Assuming Evolution satisfies the financing obligation in its entirety, Evolution’s ownership interest in the JV will increase to 32.5% (with Surge U.S. owning the remaining 67.5%). Subject to the terms of the JV agreement, following the payment in full of the financing obligation, any additional expenditures of the JV in accordance with an approved budget shall be jointly financed by Surge U.S. and Evolution on a pro rata basis in accordance with their ownership interests in the JV.

The JV will principally be governed by its operating committee, which will, among other matters, determine the overall policies, objectives and actions of the JV and its management team. The operating committee will be composed of five appointees: three initially appointed by Surge U.S. and two initially appointed by Evolution. As set out in the JV agreement, certain decisions of the operating committee require the approval of appointees representing members holding at least 80 per cent of the ownership interests of the JV (a supermajority decision).

Items requiring a supermajority decision include matters relating to, among other things: commissioning and conducting a feasibility study; suspending or curtailing operations for a period of greater than 90 days; the sale or other disposition of all or substantially all of the assets of the JV; making or approving material changes to the business of the JV; approving budgets and programs of the JV; and the appointment, replacement or removal of senior-level officers of the JV.

Under the JV agreement, Surge U.S. is the general manager of the NNLP for so long as Surge U.S. holds more than a 50% ownership interest in the JV and may otherwise only be removed under certain circumstances. The manager will have overall day-to-day management responsibility for the operations of the JV in accordance with the terms the JV agreement.

The JV agreement also contains certain rights in favour of both Surge U.S. and Evolution with respect to rights of first refusal, tag-along rights and drag-along rights in connection with the direct or indirect transfer of either party’s ownership interests in the JV.

The JV agreement and the contribution agreement will be available on Surge’s SEDAR+ profile.

Greg Reimer, CEO and director, commented: “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.”

The company also granted 3.2 million stock options, exercisable for five years, at an exercise price of 60 cents a share to certain directors, officers and consultants.

Surge Battery Metals is at the forefront of securing the supply of domestic lithium through its active engagement in the Nevada North lithium project. The project focuses on exploring for clean, high-grade lithium energy metals in Nevada, United States.

Evolution is a leading, globally relevant gold miner. Evolution operates six mines, comprising five wholly owned mines: Cowal in New South Wales, Ernest Henry and Mount Rawdon, Queensland, Mungari, Western Australia, and Red Lake, Ontario, Canada, and an 80% share in Northparkes, New South Wales.