Enerev5 Metals Announces New Private Placement and Shares for Debt
TORONTO, September 26, 2024 - Enerev5 Metals Inc. ("Enerev5" or the "Company") (TSXV:ENEV / OTCQB:ENEVF) announces that it plans to raise $150,000 for working capital and administrative expenses the details of which are below. The Company plans to issue up to 15,000,000 units ("Units") at a price of $0.01 per unit ($150,000). Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one additional common share of the Company at a price of $0.05 for a period of five years from the date of issue.
The Company intends to use the net proceeds of the offering for general and administrative expenses and for working capital. Assuming aggregate gross proceeds are raised, approximately 20% will be used for Non-Arm's length salaries, 80% for its annual audit and corporate expenses.
Insiders of the Company may participate in issuance of such common shares which may constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 (as a result of its common shares being listed on the TSXV) and the exemption from the minority approval requirement in section 5.7(1)(a) of MI 61-101 (as neither the fair market value of the common shares distributed to, nor the consideration paid by, such directors and officers or insiders will exceed 25% of the Company's market capitalization).
The Comapny also wishes to announce the settlement of up to $366,402 of debt with the issuance of 36,640,200 common shares priced at $0.01 per share. Management and directors will be participating in the debt settlement for a total of $189,750.
Four insiders of the Company, Errol Farr (CFO), Michael Cachia (Independent Director), Samuel Peralta (former Independent Director) and the estate of William F. White (plus 10% shareholder), and four other arms'-length creditors have agreed to convert outstanding debt. No Warrants will be issued in connection with the debt settlement.
The debt settlement transaction is subject to the approval of the TSX Venture Exchange. The debt settlement will not create a new Insider nor a new Control Person. The Company believes it is in the best interest of its shareholders to reduce the amount of accrued indebtedness to improve its financial position. The issuance of a portion of the Common Shares in the debt settlement transaction constitutes a Related Party Transaction within the meaning of Multilateral Instrument 61-101, as directors, officers and Insiders of the Company will receive an aggregate of 26,754,900 Common Shares. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the debt settlement insofar as it involves Related Parties, does not exceed 25 per cent of the market capitalization of Enerev5. Additionally, no new Insider nor new Control Person will be created as a result of either the debt conversion transaction or the private placement Offering.
All securities issued in these offerings are subject to a 4-month hold period from the date of closing.
The Company also wishes to acknowledge that on March 22, 203, May 22, 2023 and September 26, 2023, William F White advanced $60,000, $34,000 and $28,000 repsectively to the Company in anticipation of participating in private placements then open at those times. The private placements did not close and Mr. White and the Company agreed to treat the advances as loans bearing interest at 7.2% annually. On April 17 and May 3, 2024, IBK Capital Inc. advanced $2,000 and $10,000 respectively to pay operating costs of the Company with these loans bearing interest at 7.2% annually. These loans plus accrued interest are part of the debt settlement contemplated above.
About Enerev5 Metals Inc.
Enerev5 Metals Inc. (TSXV: ENEV/ OTCPinks:ENEVF) is a Canadian resource company which has been focusing on exploration and development potential, related to energy metals such as nickel, copper, cobalt and other strategic battery minerals, as well as other net zero carbon related assets.
For more information on the Company, investors should review the Company's filings at www.sedarplus.ca.
For additional information, please contact:
John F. O'Donnell
CEO and Chairman of the Board
Enerev5 Metals Inc.
Telephone: +1-647-966-3100
Website: www.enerev5.com
Forward-Looking Statements
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address future activities and events or developments that the Company expects are forward-looking statements. .Such statements include those regarding the proposed financing and debt settlements, including the success and timing thereof. Although the Company believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in forward-looking statements. These include market prices, exploitation, and exploration successes, continued availability of capital and financing, and general economic, market or business conditions, including the continuing effects of the COVID pandemic and the situation in Ukraine. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review registered filings at www.sedarplus.ca or on its website at www.enerev5.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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