Vancouver, British Columbia--(Newsfile Corp. - December 10, 2025) - Battery Mineral Resources Corp. (TSXV: BMR) (OTCQB: BTRMF) ("Battery" or "BMR" or the "Company") is pleased to announce that it has reached an agreement to settle up to USD$23,003,980 in outstanding debt (the "Settlement Amount") through the issuance of up to an aggregate of 159,153,035 common shares of the Company ("Common Shares") at a price of CAD$0.20 per Common Share (the "Debt Settlement"). The Debt Settlement is expected to strengthen the Company's balance sheet and enhance its financial flexibility for future growth initiatives.
The Settlement Amount represents obligations owed to Weston Energy LLC and Weston Energy II LLC (the "Weston Entities") under unsecured convertible debentures of the Company (the "Debentures"), which were originally issued pursuant to a private placement of unsecured convertible debentures between October 2023 and November 2024 (the "Original Offering"). The obligations owed to the Weston Entities represent approximately 92.8% of the total outstanding debt under all convertible debentures issued by the Company as part of the Original Offering. Under the terms of the Debentures, the Weston Entities have provided notice to the Company that the principal amount and all accrued and unpaid interest thereon have become due and payable, and the proposed Debt Settlement will satisfy these obligations in full through the issuance of the Common Shares.
The Company's board of directors and management believe that completing the Debt Settlement is in the best interests of the Company as it will allow the Company to preserve its cash resources for ongoing operations and strategic initiatives.
Completion of the Debt Settlement remains subject to receipt of all necessary regulatory approvals, including acceptance by the TSX Venture Exchange. All securities issued in connection with the Debt Settlement will be subject to a four-month hold period from the date of issuance in accordance with applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
MI 61-101 Matters
The participation by the Weston Entities in the Debt Settlement constitutes a "related party transaction" for the purposes of MI 61-101, as the Weston Entities are affiliated entities that collectively hold more than 20% of the Company's issued and outstanding Common Shares. Prior to giving effect to the Debt Settlement, the Weston Entities, together with their affiliates, collectively owned or controlled (directly or indirectly) 107,578,740 Common Shares on an undiluted basis, representing approximately 58.37% of the outstanding Common Shares. 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.
The foregoing securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
About Battery Mineral Resources Corp.
Battery Mineral Resources' mission is to build a mid-tier copper producer. The company has recently initiated mine and mill operations at the Punitaqui Mining Complex, a historic copper-, gold-, and silver-producing mine in the Coquimbo region of Chile. The Company's portfolio also includes 100%-owned ESI Energy Services Inc. and North American mineral exploration assets. The Company is focused on providing shareholders with accretive exposure to copper and the global trend of electrification while targeting growth through cash flow, exploration and acquisitions in favorable mining jurisdictions. Further information about BMR and its projects can be found on www.bmrcorp.com.
For more information, please contact:
Lazaros Nikeas, CEO
Phone: +1 (604) 628-1110
info@bmrcorp.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Statements
This news release includes certain "forward-looking statements" under applicable securities laws. Forward-looking statements in this news release include, but are not limited to, statements regarding the terms of the Debt Settlement, the anticipated benefits of the Debt Settlement, and the Company obtaining regulatory approvals, including acceptance by the TSX Venture Exchange. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections of the Company on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements, and the parties have made assumptions and estimates based on or related to many of these factors. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements contained herein, whether as a result of new information or future events or otherwise, except as may be required by law. For further information regarding the risks please refer to the risk factors discussed in the Company's most recent Management Discussion and Analysis filed on SEDAR+.
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SOURCE: Battery Mineral Resources Corp.