Battery Metals Royalties Corp signed a LOI to acquire a 45% stake in Asia Mining Inc. from Silver Elephant Mining Corp. (TSX:ELEF) for $6.3 million on March 31, 2022. The LOI was amended effective May 12, 2022. As consideration, Battery will issue 16 million common shares of Battery to Silver Elephant and under certain circumstances, pay Silver Elephant an additional Penalty. In connection with the transaction, Asia Mining Inc. and Battery will revise the terms of a net smelter royalty agreement dated August 25, 2021, as amended, between Asia Mining and Battery from $2 per tonne of coal to 3% of gross coal sales with a minimum royalty of $3 per tonne of coal; 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 Silver Elephant will transfer to Asia Mining: (i) 9 million Battery Shares; and (ii) 1 million common shares of Flying Nickel Mining Corp., currently held by Silver Elephant, immediately prior to completion of the Transaction. Expected closing date is December 31, 2022.

Battery will change its name to Oracle Commodity Holdings Corp. and complete an equity private placement offering. The LOI also includes a termination fee of CAD 1.5 million, payable by the terminating party in certain conditions.

After careful consideration, the independent Directors of each of Silver Elephant and Battery have determined the Transaction to be in the best interests of their respective company. Battery will seek to complete a listing of the Battery Shares on either the TSX Venture Exchange or the Canadian Securities Exchange. In the event the Listing is not completed prior to July 15, 2022, Battery agrees that it shall issue to Silver Elephant an additional 1 million Battery Shares in connection with closing of the Transaction. Pursuant to the LOI, the parties shall use commercially reasonable best efforts to enter into a Definitive Agreement in respect of the Transaction on or before April 22, 2022. It is currently contemplated that the Transaction will be completed by way of a statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”), which will require the approval of the Supreme Court of British Columbia. The final structure of the Transaction will be subject to the receipt of tax, corporate, securities and other advice from the parties' advisors. Closing of the Transaction will be subject to such corporate and/or regulatory approvals as may be required, including the approval of the Toronto Stock Exchange (the “TSX”) and such other requirements as may be applicable under applicable laws and the policies of the TSX, including, if applicable, approval of the shareholders of Silver Elephant and/or Battery.

The expected Closing is July 15, 2022, subject to the satisfaction of all closing conditions.