Battery Mineral Resources Corp. Announces Proposed Shares for Debt Transaction

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.