Enerev5 Metals Inc. Announces Completion of Securities-for-Debt Transaction

Executive Summary

• Enerev5 Metals Inc. completed a securities-for-debt transaction to settle $200,920 in liabilities by issuing common shares and units at $0.01 per security.
• The transaction includes 10,175,923 common shares and 9,537,000 units, with each unit containing one share and one warrant exercisable at $0.05 for five years.
• Insiders (CEO/CFO Errol Farr and Director Michael Cachia) settled $103,750 of the debt, receiving only shares, and the transaction is structured as a related party transaction relying on MI 61-101 exemptions.

Key Details

• Total liabilities settled: $200,920
• Securities issued: 10,175,923 common shares and 9,537,000 units
• Issue price: $0.01 per share and $0.01 per unit
• Unit structure: Each unit consists of one common share and one share purchase warrant
• Warrant terms: Exercisable at $0.05 per warrant for a period of five years following issuance
• Purpose of transaction: To preserve cash
• Insider debt settlement: CEO/CFO Errol Farr settled $70,000; Director Michael Cachia settled $33,750 (total $103,750)
• Insider consideration: Insiders received only common shares (no warrants)
• Regulatory framework: Classified as a related party transaction under TSXV policies; relies on MI 61-101 exemptions (sections 5.5(a) and 5.7(1)(a)) from formal valuation and minority approval requirements
• Market cap threshold: Fair market value of insider participation is not more than 25% of the Company's market capitalization
• Closing conditions: Subject to customary conditions, including receipt of TSX Venture Exchange approval
• Statutory hold period: Four months and one day on all issued and issuable securities per Canadian securities laws