(TheNewswire)

Vancouver, BC – February 6, 2025 – TheNewswire – Recharge Resources Ltd. ("Recharge" or the "Company") (RR: CSE) (RECHF: OTC) (SL5: Frankfurt) is pleased to announce that it has closed its previously announced non-brokered private placement of units of the Company (the “ Units ”) for gross proceeds of $ $888,300.07 by the issuance of 12,690,001 Units at a price of $0.07 per Unit (the “ Offering ”). Each Unit is comprised of one common share in the capital of the Company (a “ Common Share ”) and one Common Share purchase warrant (a “ Warrant ”).

Each Warrant entitles the holder thereof to acquire one additional Common Share (a “ Warrant Share ”) at a price of $0.10 per Warrant Share for a period of 36 months from the closing date of the Offering. The Warrants issued under the Offering contain an accelerated expiry clause (the “ Acceleration Clause ”). Pursuant to the Acceleration Clause, if the Common Shares of the Company close at or above $0.25 for five (5) consecutive trading days on the Canadian Securities Exchange (“ CSE ”), then the Company may accelerate the expiry date of the Warrants by issuing a news release announcing the accelerated Warrant term, pursuant to which the Warrants will expire on the 30th calendar day after the date of such news release.

The Company intends to use the net proceeds from the Offering for the Company’s exploration program and general corporate and working capital purposes.

All securities issued in connection with the Offering are subject to a statutory hold period of four months plus a day following the date of issuance in accordance with applicable securities legislation.  All references to currency in this news release are to Canadian currency.

In connection with the closing of the Offering, the Company paid a finder’s fee of $1,960 in cash and issued 28,000 share purchase warrants (the “ Finder’s Warrants ”) to a certain arm’s length finders.  Each Finder’s Warrant entitles the holder thereof to purchase one Share at a price of $0.10 for a period of 36 months from the date of issuance.

The subscribers in the Offering included a corporate subscriber controlled by the CEO of the Company, the CEO of the Company, and a corporate subscribed controlled by the CFO of the Company (collectively the “ Insiders ”) who subscribed for an aggregate of 1,630,000 Units for aggregate gross proceeds of $ 114,100 to the Company. The issuance of Units to the Insiders constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“ MI 61-101 ”). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for the Insider participation in the Offering, as the value of the Units subscribed for do not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Recharge Resources

Recharge Resources is a Canadian mineral exploration company focused on exploring and developing the production of high-value battery metals to create green, renewable energy to meet the demands of the advancing electric vehicle and fuel cell vehicle market.

On Behalf of the Board of Directors,

“David Greenway”
David Greenway, CEO

Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.

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