ENEREV5 Metals Announces New Private Placement and Shares FOR Debt
ENEREV5 METALS ANNOUNCES NEW PRIVATE PLACEMENT AND SHARES FOR
DEBT
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE U.S.
TORONTO, ONTARIO -- (September XX, 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.
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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.