Vancouver, British Columbia--(Newsfile Corp. - October 14, 2025) - Serra Energy Metals Corp. (CSE: SEEM) (OTCQB: ESVNF) ("Serra" or the "Company") is pleased to announce that, pursuant to an engagement agreement dated October 7, 2025, ROV Investment Partners Corp. ("ROV") has engaged Canaccord Genuity Corp. to act as lead agent and sole bookrunner (the "Agent") for a private placement (the "Private Placement") being undertaken in connection with the internal reorganization and amalgamation previously announced by the Company.

As originally announced in the Company's news releases dated May 1, 2025 and September 25, 2025, the Company is completing an amalgamation with ROV and 1536702 B.C. Ltd., a wholly owned subsidiary of the Company, pursuant to which the Company will, by way of a three-cornered amalgamation, acquire all of the issued and outstanding securities of ROV (the "Transaction"). Upon completion, the Transaction will result in a reverse takeover of the Company by the shareholders of ROV and such entity following closing of the Transaction is referred to herein as the "Resulting Issuer". The Resulting Issuer's primary business will be that of UBERDOC, Inc. ("UBERDOC"), a U.S.-based wholly owned subsidiary of ROV, which operates a digital platform that facilitates direct-pay access to medical professionals. The Transaction is pursuant to an amalgamation agreement entered into among the Company, ROV and 1536702 B.C. Ltd dated May 1, 2025, as amended September 11, 2025 (the "Amalgamation Agreement").

In connection with the Transaction, ROV plans to undertake the Private Placement to raise aggregate proceeds of a minimum of $3,500,000 through the sale of a minimum of 10,000,000 subscription receipts (the "Subscription Receipts") of ROV at a price of $0.35 per Subscription Receipt. Each Subscription Receipt will be held in escrow pending the fulfilment of certain conditions (the "Escrow Release Conditions") and will automatically convert, for no additional consideration and without further action on part of the holder thereof, on the date the Escrow Release Conditions are satisfied or such other date agreed to in writing by the Company, ROV and the Agent, to one unit of ROV (each, a "Unit"). The ROV securities comprising the Units will be exchanged under the Amalgamation Agreement following the conversion of the Subscription Receipts such that, following the closing of the Transaction, each Unit will be comprised of one common share in the capital of the Resulting Issuer (each, a "Resulting Issuer Share") and one half of one warrant of the Resulting Issuer (each whole warrant, a "Resulting Issuer Warrant"). Each Resulting Issuer Warrant is exercisable into one Resulting Issuer Share at an exercise price equal to $0.50 for a period of two years following issuance.

Assuming the issuance of 10,000,000 Subscription Receipts under the Private Placement, it is expected that on closing of the Transaction, current Company shareholders will own approximately 10.3% of the outstanding Resulting Issuer Shares. The Resulting Issuer Shares and Resulting Issuer Warrants will not be subject to any resale restrictions following completion of the Transaction.

The gross proceeds of the Private Placement will be held in escrow pending the satisfaction of the Escrow Release Conditions and certain other customary conditions. Following the completion of the Transaction, the funds are expected to be used to advance certain business milestones of the Resulting Issuer and for working capital purposes.

In connection with the Private Placement and assuming issuance of 10,000,000 Subscription Receipts thereunder, ROV will pay a $245,000 cash commission and issue 700,000 broker warrants, each exercisable to acquire one common share of ROV at $0.35 for a period of 24 months following the closing date of the Transaction, to the Agent.

About Serra Energy Metals Corp.

Serra Energy Metals Corp. is a publicly traded company listed on the Canadian Securities Exchange that is focused on the acquisition, exploration, and development of green metal projects, with an emphasis on identifying and investigating exploration targets that are drill-ready and situated near infrastructure.

Neither the Canadian Securities Exchange nor its Market Regulator accepts responsibility for the adequacy or accuracy of this news release.

Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Forward-looking statements are often, but not always, identified by the use of words such as "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "indicates", "opportunity", "possible" and similar expressions, or statements that events "will", "would", "may", "could" or "should" occur.

Forward-looking information in this release includes, but is not limited to, statements regarding: (a) the completion and timing of the Transaction and Private Placement; (b) the anticipated benefits of the Transaction and Private Placement to the Company and its shareholders; (c) the size of the Offering, commissions payable and use of proceeds in connection with the Private Placement; (d) the business plans and operations of the Resulting Issuer following completion of the Transaction and Private Placement; and (e) the ability of the Company or the Resulting Issuer to raise sufficient capital to fund future operations.

These forward-looking statements are based on the current expectations and beliefs of management of the Company and ROV and are subject to a number of assumptions, including, without limitation: (a) that all necessary corporate, shareholder, and regulatory approvals will be obtained in a timely manner; (b) that the Transaction and Private Placement will be completed on the terms and timelines currently anticipated; (c) that there will be no material adverse changes in market conditions or applicable laws; and (d) that the Resulting Issuer will be able to execute its business strategy as planned.

Forward-looking information is subject to a variety of known and unknown risks, uncertainties, and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. These risks include, but are not limited to: (a) the risk that the Transaction or Private Placement may not be completed as currently proposed or at all; (b) the risk that required approvals may not be obtained or may be delayed; (c) the risk that the anticipated benefits of the transactions may not be realized; (d) risks related to changes in economic, market, or regulatory conditions; (e) risks related to the availability of financing on acceptable terms or at all; and (f) other risks and uncertainties applicable to the Company, ROV, and the Resulting Issuer.

Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as required by applicable law. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained in this release, and the Company and its respective affiliates or representatives shall not have any liability whatsoever relating to or resulting from the use of or reliance on any such information.

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