Star Metro - Battery X Metals Announces Private Placement Financing to Advance Corporate Growth and Strategic Initiatives to Strengthen Financial Position and Enhance Capital Markets Presence

Private Placement to Advance Strategic Corporate Growth Initiatives

The Company announces a proposed non-brokered private placement financing (the "Private Placement"), consisting of the issuance of an aggregate of up to 1,176,471 units of the Company (each, a "Unit"), at a price of $2.55 per Unit for aggregate gross proceeds of up to $3,000,000.

Each Unit will consist of one common share in the capital of the Company (each, a "Share") and one transferable common share purchase warrant of the Company (each, a "Warrant"), with each Warrant entitling the holder to acquire one additional Share (each, a "Warrant Share") at a price of $3.00 per Warrant Share for a period of 24 months from the date of closing.

Closing of the Private Placement is anticipated to close on or about January 16, 2026, and is subject to compliance with the policies of the Canadian Securities Exchange.

The net proceeds of the Private Placement are intended to be allocated towards advancing the Company's business initiatives, including expenses related to corporate development and regulatory matters in connection with strategic capital markets initiatives, the payment of outstanding payables and indebtedness, corporate awareness, and general working capital purposes. These proceeds are expected to support the Company's integrated 360° strategy across the battery metals value chain, encompassing exploration, rebalancing, and recycling, and the continued advancement of next-generation solutions that contribute to the global clean energy transition. The securities issued under the Private Placement will be subject to a statutory hold period expiring four months and one day from the date of issuance.

Initiative to Strengthen Financial Position

The Company announces that it intends to settle outstanding indebtedness in an aggregate amount of up to $850,000 (the "Debt Settlement") owing to certain creditors of the Company. The Debt Settlement is anticipated to be satisfied through the issuance of an aggregate of 188,889 common shares of the Company (each, a "Debt Share") at a deemed price of $4.50 per Debt Share. The securities issued under the Debt Settlement will be subject to a statutory hold period expiring four months and one day from the date of issuance. Closing of the Debt Settlement is expected to occur on or around January 16, 2026.

Amendment to Corporate Awareness Engagement

The Company announces that, further to its news release dated November 21, 2025, it has increased the budget of its previously announced corporate awareness engagement with bullVestor Medien GmbH ("bullVestor") to provide marketing services for a period of three (3) months, commencing on November 21, 2025.

bullVestor is arm's length to the Company. Under the terms of the engagement, bullVestor will be responsible for strategic planning, procurement and implementation of native advertising campaigns across premium financial advertising networks, as well as overseeing progress and reporting on results throughout the campaign. The objective of the engagement is to increase awareness of the Company and its business among the German investment community.

The Company has agreed to pay bullVestor an additional fee of €80,000 (approximately CAD $129,000), payable on or before January 7, 2026. As previously disclosed, the original fee paid by the Company was €150,000 (approximately CAD $245,000). No stock options have been granted to bullVestor under the terms of the engagement. To the knowledge of the Company, as of the date of this announcement, bullVestor and its principals do not, directly or indirectly, own any common shares or other securities of the Company. Contact information: Helmut Pollinger, Gutenhofen 4, 4300 St. Valentin, Österreich, +43 7435 54077-0, [email protected].

Insiders may participate in the Private Placement and Debt Settlement, and such participation may constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Debt Settlement by insiders will not exceed 25% of the fair market value of the Company's market capitalization.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

About Battery X Metals Inc.

Battery X Metals (CSE:BATX)(OTCQB:BATXF)(FSE:5YW0, WKN:A41RJF) is an energy transition resource exploration and technology company committed to advancing domestic battery and critical metal resource exploration and developing next-generation proprietary technologies. Taking a diversified, 360° approach to the battery metals industry, the Company focuses on exploration, lifespan extension, and recycling of lithium-ion batteries and battery materials. For more information, visit batteryxmetals.com.

On Behalf of the Board of Directors

Massimo Bellini Bressi, Director

For further information, please contact:

Massimo Bellini Bressi
Chief Executive Officer
Email: [email protected]
Tel: (604) 741-0444

Disclaimer for Forward-Looking Information

This news release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements in this release relate to, among other things: the proposed Private Placement, including the size, terms, timing, pricing, and anticipated closing thereof, including the potential closing of the Private Placement in one or more tranches; the anticipated use of proceeds from the Private Placement; the Company's ability to satisfy any comments from the Canadian Securities Exchange in connection with the Private Placement and the Debt Settlement; the proposed settlement of outstanding indebtedness, including the amount, timing, pricing, and completion of the Debt Settlement; the participation of insiders in the Private Placement and Debt Settlement and the availability of exemptions under MI 61-101; the Company's ability to strengthen its balance sheet and improve its financial position through the Private Placement and Debt Settlement; the continuation and anticipated benefits of the Company's corporate awareness engagement with bullVestor; the Company's ability to meet its payment obligations under the amended marketing engagement, subject to the availability of capital resources; the expected impact of the corporate awareness campaign on investor awareness and capital markets presence; the Company's broader corporate growth objectives, capital markets initiatives, and strategic priorities; and the allocation of capital to support the Company's integrated business strategy across battery metals exploration, battery rebalancing technologies, and battery recycling solutions. Forward-looking statements are based on management's current expectations, estimates, assumptions, and projections that are believed to be reasonable as of the date of this news release. However, such statements are inherently subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that the Private Placement or Debt Settlement may not be completed on the terms described herein or at all; the risk that regulatory approvals may not be obtained in a timely manner or at all; market conditions and investor demand; fluctuations in capital markets; the availability of sufficient funds to meet ongoing obligations, including marketing commitments; changes in the Company's business plans, priorities, or capital allocation strategies; the risk that the corporate awareness campaign may not generate the anticipated level of investor interest or trading liquidity; general economic, market, and geopolitical conditions; and other risks disclosed in the Company's public disclosure filings. Forward-looking statements reflect management's beliefs, assumptions, and expectations only as of the date hereof and are not guarantees of future performance. There can be no assurance that the Private Placement or Debt Settlement will be completed as proposed, that the Company will realize the anticipated benefits of its capital markets initiatives, or that the corporate awareness engagement will achieve its intended objectives. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking information to reflect new information, future events, or otherwise. Readers are cautioned not to place undue reliance on forward-looking statements and are encouraged to consult the Company's continuous disclosure filings available under its profile at www.sedarplus.ca for additional risk factors and further information.

SOURCE: Battery X Metals

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W.Fortin--SMC