Olivier Ventures revises financing, debt settlements

Mr. Harry Chew reports OLIVIER VENTURES PROVIDES UPDATE REGARDING PRIVATE PLACEMENT AND DEBT SETTLEMENTS Olivier Ventures Inc. has made a further revision to its proposed non-brokered private placement financing and shares-for-debt settlement, originally announced May 20, 2025, and updated June 4, 2025. The company has arranged debt settlements with certain directors, officers, consultants and suppliers to settle up to $1.5-million in indebtedness for accrued management and consulting fees as well as loans to the company and other trade payables, to be paid by the issuance and delivery of a total of up to 30 million common shares of the company in the aggregate, at a deemed value of five cents per share, representing a premium to the company's current trading price. The new terms of the private placement will be up to 31.05 million units at a price of two cents per unit to raise gross proceeds of up to $621,000. Each unit will consist of one common share of the company and one-half of one common share purchase warrant (instead of a whole warrant as previously announced). Each whole warrant will be exercisable for one additional common share of the company at a price of five cents per share for a period of one year from the date of issuance (instead of one year as previously announced). Insiders of the company will participate in the offering. The company will allocate $121,500 from the proceeds of the offering to the payment of fees for the transaction and to the payment of outstanding debt. The remaining $500,000 will be used to pursue new business opportunities for the company and for general working capital. None of the proceeds of the offering will be used for payments to non-arm's-length parties of the company, nor for any payments to persons conducting investor relations activities. The securities underlying the units will be subject to a hold period legend prohibiting resale for four months and one day from the date of their issuance. The terms of the offering are subject to the applicable securities laws and the acceptance of the TSX Venture Exchange. The company may pay finders' fees in connection with the offering to qualifying arm's-length finders, in accordance with the policies of the TSX-V. Closing of the offering is subject to the closing of the debt settlements; the company intends to close the offering and the debt settlements concurrently. All shares issued will be subject to resale restrictions for a period of four months and one day from their date of issuance. The offering and the revised debt settlements were approved by the independent directors of the company. No new control persons will be created as a result of the proposed securities issuances. Certain insiders of the company intend to acquire units under the offering. Such participation is considered to be related party transactions within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, adopted in Policy 5.9. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the offering as neither the fair market value (as determined under MI 61-101) of the subject matter of nor the fair market value of the consideration for the transaction, insofar as it involves the related parties, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101). In addition, the portion of the debt settlements with insider creditors of the company also constitutes related party transactions for the purposes of Policy 5.9 and MI 61-101. The company is relying on the exemption from the formal valuation requirement in MI 61-101 provided under Section 5.5(b) of MI 61-101 on the basis that the company's shares are not listed on any of the specified markets listed in MI 61-101. The debt settlements with insiders are also exempt from the majority of the minority approval requirement in MI 61-101 under Section 5.7(1)(b) of MI 61-101 on the basis that the fair market value of the insiders' debt settlements is less than $2.5-million and the debt settlements with insiders were approved by all of the independent directors of the company. About Olivier Ventures Inc. Olivier Ventures was incorporated on March 25, 1981, under the laws of the Province of British Columbia. On Feb. 28, 2023, the company changed its name from Pacific Paradym Energy Inc. to Olivier Ventures. The company is currently engaged in the acquisition, exploration and development of oil and gas properties and other assets located in North America. The company's registered address is at Suite 905, 1030 West Georgia St., Vancouver, B.C., V6E 2Y3. The company's shares trade on the TSX-V under the symbol OVL. We seek Safe Harbor.