Olivier Ventures revises financing, debt settlements

Executive Summary

• Olivier Ventures Inc. has revised the terms of its proposed non-brokered private placement and associated debt settlements, originally announced in May and June 2025.
• The company will settle up to $1.5 million in indebtedness (accrued fees, loans, and trade payables) by issuing up to 30 million common shares at a deemed value of $0.05 per share.
• The revised private placement offers up to 31.05 million units at $0.02 per unit, raising gross proceeds of up to $621,000, with insiders participating in the offering.

Key Details

• Debt Settlement Terms:
  • Total indebtedness settled: Up to $1.5 million.
  • Composition: Accrued management and consulting fees, loans to the company, and other trade payables.
  • Consideration: Issuance of up to 30 million common shares.
  • Deemed Value: $0.05 per share.
  • Recipients: Certain directors, officers, consultants, and suppliers.
• Private Placement Structure:
  • Units offered: Up to 31.05 million units.
  • Price per unit: $0.02.
  • Gross Proceeds: Up to $621,000.
  • Unit Composition: One common share and one-half of one common share purchase warrant (revised from one whole warrant).
  • Warrant Terms: Each whole warrant is exercisable for one additional common share at $0.05 per share for a period of one year from issuance.
• Use of Proceeds:
  • $121,500 allocated to transaction fees and payment of outstanding debt.
  • $500,000 allocated to new business opportunities and general working capital.
  • No proceeds used for payments to non-arm's-length parties or investor relations activities.
• Regulatory and Legal Conditions:
  • Hold Period: Four months and one day from issuance for all securities underlying the units and shares issued in debt settlements.
  • Approvals: Approved by independent directors; subject to TSX Venture Exchange acceptance and applicable securities laws.
  • Related Party Transactions: Insiders intend to participate. The company relies on exemptions from formal valuation and minority shareholder approval requirements under MI 61-101 and TSX-V Policy 5.9, as the fair market value of related party transactions does not exceed 25% of market capitalization (for the offering) or $2.5 million (for insider debt settlements).
  • Control: No new control persons will be created.
• Closing:
  • The offering and debt settlements are intended to close concurrently.
  • Closing of the offering is subject to the closing of the debt settlements.

Notable Quotes

• None provided in the text.