Mr. Errol Farr reports
ENEREV5 METALS INC. ANNOUNCES COMPLETION OF SECURITIES-FOR-DEBT TRANSACTION
Further to Enerev5 Metals Inc.'s news release of Jan. 22, 2026, it has completed a securities-for-debt transaction, pursuant to which it has settled $200,920 in liabilities through the issuance of 10,175,923 common shares in the capital of the company at a price of one cent per share and 9,537,000 units at a price of one cent per unit. Each unit consisted of one share and one share purchase warrant, with each warrant entitling the holder to acquire one share at an exercise price of five cents per warrant for a period of five years following the date of issuance. The purpose of the transaction was to preserve cash.
Completion of the transaction is subject to customary closing conditions, including the receipt of all necessary approvals including that of the TSX Venture Exchange. All securities issued and issuable will be subject to a statutory hold period of four months and one day, in accordance with applicable Canadian securities laws.
Errol Farr, a director, the chief executive officer and chief financial officer of the company, settled $70,000 of debt as part of the transaction, and Michael Cachia, a director of the company, settled $33,750 of debt as part of the transaction. The insiders are non-arm's-length parties (as that term is defined in the policies of the TSX-V) and in accordance with the policies of the TSX-V, they received only shares in connection with the settlement of their debt. In addition, their participation in the transaction constitutes related party transactions of the company for purposes of Multilateral Instrument 61-101 --
Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority approval requirements found in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of transaction (as it relates to the insiders' participation) is not more than 25 per cent of the company's market capitalization.
About Enerev5 Metals Inc.
Enerev5 Metals is a Canadian exploration company focused on the identification and development of critical battery metals projects in stable, mining-friendly jurisdictions. The company's strategy is to build a portfolio of early stage assets that have the potential to supply ethically sourced metals essential to the global transition to clean energy. Enerev5 is currently advancing lithium exploration in northeastern Nevada and continues to evaluate additional opportunities in high-potential jurisdictions to support its long-term growth objectives.
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