E-Power Resources Inc. Announces Closing of a Flow-Through Private Placement

E-Power Resources Inc (CSE: EPR) (‘E-Power’ or the ‘Company’) announces that it has closed the flow-through non-brokered private placement (the ‘FT Offering’) previously announced on July 24, 2024.

An aggregate of 1,250,000 units (the ‘FT Units’) of the Company were issued in the FT Offering at a price of $0.08 per FT Unit for gross proceeds of $100,000, each FT Unit being comprised of one common share in the capital of the Company (each a ‘Common Share’) and one common share purchase warrant (each a ‘Warrant’), each Warrant entitling its holder thereof to acquire one additional common share (each a ‘Warrant Share’) at a price of $0.12 per Warrant Share for a period of 5 years. All securities issued as part of the closing of the FT Offering, including any shares that may be issued pursuant to the exercise of the Warrant Shares, are subject to a hold period in Canada until November 25, 2024, being four months and one day from the closing of the FT Offering, in accordance with applicable Canadian securities legislation.

Net proceeds from the FT Offering will be used by the Company to incur eligible ‘Canadian exploration expenses’ that will qualify as ‘flow-through mining expenditures’, as defined in subsection 127(9) of the Income Tax Act (Canada) and under section 359.1 of the Taxation Act (Quebec) (the ‘Qualifying Expenditures’), related to the Company’s Tetepisca Graphite Property, located in the Tetepisca Graphite District of the North Shore Region of Quebec on or before December 31, 2025. All Qualifying Expenditures will be renounced in favour of the subscribers to the FT Offering effective December 31, 2024. ‎ In addition, with respect to Quebec resident subscribers of FT Shares and who are eligible individuals under the Taxation Act (Quebec), the Canadian exploration expenses will also qualify for inclusion in the ‘exploration base relating to certain Quebec exploration expenses’ within the meaning of section 726.4.10 of the Taxation Act (Quebec) and for inclusion in the ‘exploration base relating to certain Quebec surface mining expenses or oil and gas exploration expenses’ within the meaning of section 726.4.17.2 of the Taxation Act (Quebec).

No Insiders of the Company participated in this FT Offering.

The Company paid finders’ fees to Qwest Fund Management Ltd. (‘Qwest’). Qwest received a cash commission of $8,000. In addition, Qwest received 100,000 broker warrants, with each Warrant entitling its holder thereof to purchase one Common Share of the Company at a price of $0.08 per Warrant Share for a period of 5 years.

The securities offered pursuant to the FT Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ‘U.S. Securities Act’) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

About E-Power Resources Inc.

E-Power Resources Inc. is an exploration stage company engaged principally in the acquisition, exploration, and development of graphite properties in Quebec. Its flagship asset, the Tetepisca Graphite Property, is located in the Tetepisca Graphite District of the North Shore Region of Quebec, approximately 215 kilometers from the Port of Baie-Comeau. For further information, please refer to the Company’s disclosure record on SEDAR (www.sedar.com) or contact the Company by email at info@e-powerresources.com.

On Behalf of the Board of Directors

Disclaimer for Forward-Looking Information

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance are ‘forward-looking statements’. These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The CSE has not reviewed, approved or disapproved the contents of this news release.

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