Battery Metals Royalties to Acquire 45% Interest in Mongolian Coal Assets from Silver Elephant Mining For $6.3 Million

VANCOUVER, BC / ACCESSWIRE / April 4, 2022 / Silver Elephant Mining Corp. ("Silver Elephant") (TSX:ELEF)(OTCQX:SILEF)(Frankfurt:1P2N) and Battery Metals Royalties Corp. ("Battery") announce that they have entered into a binding letter of intent (the "LOI") pursuant to which Battery proposes to acquire a 45% equity interest of Silver Elephant's wholly owned Mega Thermal Coal Corp. (formerly Asia Mining Inc.) ("Mega Coal"), which owns and operates the Ulaan Ovoo and Chandgana thermal coal mines in Mongolia through Mega Coal's wholly-owned Mongolian subsidiaries.

The proposed transaction ("Transaction") is a positive step to transform Silver Elephant to a pure silver mining and exploration company by monetizing non-core assets; and includes the following key terms:

(a) Silver Elephant shall transfer a 45% equity interest in Mega Coal to Battery;

(b) Mega Coal and Battery will revise the terms of a net smelter royalty agreement dated August 25, 2021, as amended, between Mega Coal and Battery from US$2 per tonne of coal to 3% of gross coal sales with a minimum royalty of US$3 per tonne of coal;

(c) Silver Elephant and Battery will revise the terms of a net smelter royalty agreement dated August 25, 2021, as amended, between Silver Elephant's Bolivian subsidiaries and Battery to remove the threshold price as a condition for royalty payments; and

(d) Silver Elephant will transfer to Mega Coal: (i) 9,000,000 Battery Shares; and (ii) 1,000,000 common shares of Flying Nickel Mining Corp. ("Flying Nickel Shares"), currently held by Silver Elephant, immediately prior to completion of the Transaction.

in exchange Battery will:

(a) issue 15,000,000 common shares of Battery ("Battery Shares") to Silver Elephant;

(b) transfer 3,000,000 Flying Nickel Shares currently held by Battery to Silver Elephant; and

(c) under certain circumstances, pay Silver Elephant an additional Penalty (as defined below).

The total consideration is $6.3 million based on a deemed value of $0.30 per Battery Share and $0.60 per Flying Nickel Share;

In connection with the Transaction, it is expected that:

a) Silver Elephant will distribute the remaining 55% equity interest in Mega Coal to Silver Elephant shareholders;

b) Battery will change its name to Oracle Commodity Holdings Corp. and complete an equity private placement offering ("Financing") of up to 7,000,000 units of Battery ("Units") at a price per Unit of $0.30 for aggregate gross proceeds of up to $2,100,000. Each Unit will consist of one Battery Share and one Battery Share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one additional Battery Share at a price of $0.35 at any time on or before the 36 months anniversary of the date of issuance of the Warrants; and