Olivier Ventures closes financing, debt settlements

Mr. Harry Chew reports OLIVIER VENTURES CLOSES REVISED PRIVATE PLACEMENT AND DEBT SETTLEMENTS RESULTING IN A NEW INSIDER Olivier Ventures Inc. has closed its non-brokered private placement financing and share-for-debt settlement, the size of each having been revised from those previously announced on Aug. 11, 2025. The company arranged debt settlements with certain directors, officers, consultants and suppliers to settle up to $1,115,000 in indebtedness for accrued management and consulting fees, as well as loans to the company (with accrued interest) and other trade payables, to be paid by the issuance and delivery of a total of 22.3 million common shares of the company at a deemed price of five cents per share, representing a premium to the company's current trading price. The private placement consisted of 9,175,000 units at a price of two cents per unit, resulting in gross proceeds of $183,500. Each unit consisted of one common share of the company and one-half of one common share purchase warrant. 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. No finders' fees were paid as a result of the offering. The company has allocated $60,000 from the proceeds of the offering for the payment of fees for the transactions, as well as an additional $28,000 to the payment of outstanding debt to third parties. The remaining $95,500 will be used to pursue new business opportunities for the company and for general working capital. None of the proceeds from the offering will be used to pay existing debts to non-arm's-length parties, nor for any payments to persons conducting investor relations activities. All securities issued pursuant to the debt settlements and the offering are subject to resale restrictions for a period of four months and a day from their date of issuance. Additionally, certain of the shares issued to settle debt with third parties are subject to additional resale restrictions for one year from their date of issuance. The offering and the debt settlements were approved by the independent directors of the company. The portion of the debt settlements with the insider creditors of the company constituted related party transactions for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied 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)(a) 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. Early warning No new control persons were created as a result of the transactions; however, a new insider of the company was created as a result of the closing of the debt settlements and the offering. In connection with the closing of the debt settlements, 1691 Ventures Inc. received 4.4 million shares of the company, which is 10.09 per cent of the company's current issued and outstanding shares. 1691's sole director and shareholder is Francis Rowe. 1691 intends to hold the shares for investment purposes. Depending upon market conditions and other factors, it may from time to time acquire additional securities of the company on the open market or through private acquisitions, sell some or all of its existing shareholdings in the company in accordance with applicable securities laws, or continue to hold its current position. In addition, Trent Hunter, a director and current insider of the company, subscribed for two million units in the offering and received a further three million shares as part of the debt settlements. When combined with his previous holdings, Mr. Hunter now owns a total of 6,193,167 shares of the company, which is 14.2 per cent of the company's current issued and outstanding shares. Mr. Hunter also holds warrants to acquire a further one million shares, which when combined with its current shareholdings (assuming exercise of all of those warrants) would result in total shareholdings of 7,193,167 shares of the company or 16.5 per cent of the total issued shares of the company on a partially diluted basis. Mr. Hunter intends to hold the shares for investment purposes. Depending upon market conditions and other factors, he may from time to time acquire additional securities of the company on the open market or through private acquisitions, sell some or all of his existing shareholdings in the company in accordance with applicable securities laws, or continue to hold his current position. 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 in the process of transitioning from the oil and gas industry to exploring new business opportunities. 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 NEX board of the TSX Venture Exchange under the symbol OVL. We seek Safe Harbor.