Olivier Ventures closes financing, debt settlements

Executive Summary

• Olivier Ventures Inc. closed a revised non‑brokered private placement raising $183,500 and settled up to $1.115 M of debt by issuing 22.3 million common shares at a deemed price of $0.05 per share.
• The private placement consisted of 9,175,000 units at $0.02 per unit, each unit containing one common share and half of a warrant (full warrant exercisable for an additional share at $0.05 for one year).
• New insider positions were created: 1691 Ventures Inc. received 4.4 million shares (10.09 %) and director Trent Hunter now holds 6,193,167 shares (14.2 %) plus warrants covering an additional 1 million shares.

Key Details

• Debt Settlement: Up to $1,115,000 of accrued management/consulting fees, loans, and trade payables settled by issuing 22.3 M common shares at $0.05 per share (premium to market).
• Private Placement Structure:
• Units offered: 9,175,000
• Price per unit: $0.02 → Gross proceeds: $183,500
• Composition of each unit: 1 common share + ½ warrant (full warrant exercisable for 1 additional share at $0.05 within one year).
• Use of Proceeds:
• $60,000 – transaction fees
• $28,000 – payment of outstanding third‑party debt
• $95,500 – new business opportunities & general working capital (no use for existing non‑arm’s‑length debts or IR activities)
• Resale Restrictions: All securities subject to a four‑month + 1‑day lock‑up; shares issued to settle third‑party debt have an additional one‑year restriction.
• Regulatory Exemptions: Debt settlements with insiders qualified for MI 61‑101 exemptions (valuation and minority approval) because the fair market value is < $2.5 M and shares are not listed on specified markets.
• New Insider – 1691 Ventures Inc.: Received 4.4 M shares (10.09 % of outstanding). Sole director/shareholder: Francis Rowe. Intent to hold for investment; may buy/sell in future.
• Director Trent Hunter: Subscribed for 2 M units in the placement and received 3 M shares via debt settlement. Total holdings now 6,193,167 shares (14.2 %), plus warrants covering an additional 1 M shares (potential 16.5 % on a partially diluted basis). Intent to hold for investment; may trade in future.
• No Finder’s Fees: The offering incurred no finder’s commissions.

Notable Quotes

(None provided in the release)