Cruz Signs Agreement to Spin Off Hector Silver-Cobalt Project Page 1

Vancouver, British Columbia–(Newsfile Corp. – September 6, 2024) – Cruz Battery Metals Corp. (CSE: CRUZ) (OTC pink: BKTPF) (FSE: A3CWU7) (“Crotch” or the “Company“) is pleased to announce that, further to the press release of 1 August 2024, it has entered into an agreement with the date of 5 September 2024 (the “Agreement of agreement“) with its wholly owned subsidiary, Makenita Resources Inc. (“Makenita“), pursuant to which the Company intends to: (i) transfer all of its rights, title and interest in and to its Hector Silver-Cobalt Project (the “Hector Property“), consisting of 126 contiguous, unpatented mineral claims totaling 2,243 hectares (5,542 acres) in area, located in Coleman and Gillies Limit Townships, Larder Lake Mining Division, Timiskaming District, Ontario, Canada, and (ii) all Makenita securities received in consideration for the Hector Property (the “Makenita Spinout Share“) to Cruz’s security holders on a pro rata basis, all in accordance with a statutory regulation plan (the “Regulation“) must be carried out under Part 9, Division 5 of the Corporate Corporations Act (British Columbia) (the “BCBCA“).

The arrangement will result in Makenita becoming a separate “reporting issuer” in Alberta, British Columbia and Ontario, and will allow it to focus on the development of the Hector Property. The Hector Property will be the material property of Makenita for the purposes of National Instrument 43-101 – Mineral Project Disclosure StandardsThe Company will focus on developing its Solar Lithium Project and Clayton Valley Lithium Project in Nevada, and its Idaho Cobalt Belt Project and Idaho Star Cobalt Project in Idaho (collectively the “American properties“) and plans to acquire more advanced assets of valuable business opportunities.

The transaction

The arrangement involves a transfer of the Hector ownership to Makenita, a share capital reorganization of Cruz and a securities exchange in which, among other things, Cruz shareholders will receive Makenita Spinout Shares. The existing ordinary shares in the capital of Cruz will be renamed and redesignated as Class A ordinary shares (each a “Cruz Class A Share“) and Cruz will create a new class of voting common stock (each a “New Cruz Share“). Each Cruz Class A share will be exchanged for one New Cruz share and 0.1 of a Makenita Spinout share. As part of the arrangement, all outstanding Cruz stock options, warrants and restricted stock units will be adjusted to allow holders, upon exercise, to acquire New Cruz shares and Makenita common stock (each a “Makenita Share“) in amounts reflecting the relative market values ​​of Cruz and Makenita at the time the Agreement entered into force.