Optegra Ventures Announces Reinstatement of Trading on the TSXV
OPTEGRA VENTURES INC.
3002 – 1211 Melville Street Vancouver, British Columbia V6E 0A7 Telephone: +1 604 681 4653
OPTEGRA VENTURES ANNOUNCES REINSTATEMENT OF TRADING ON THE TSXV
Vancouver, British Columbia, September 11, 2025 – Optegra Ventures Inc. (the “Company” or “Optegra”) (TSXV: OPTG) announces that the TSX Venture Exchange (the “Exchange”) has accepted the Company’s application for reinstatement of trading in the Company’s common shares (“Common Shares”) on the Exchange, effective on or about September 16, 2025. This follows the successful resolution of the failure-to-file cease trade order (FFCTO) issued by the BCSC on April 2, 2025, and revoked on April 28, 2025.
The FFCTO was issued because of the delay in filing the Company’s annual financial statements for the year ended September 30, 2024 and its interim financial statements for the fiscal quarter ended December 31, 2024, its management’s discussion and analysis for the year ended September 30, 2024 and the fiscal quarter ended December. 31, 2024, and the related filings. The Company filed the required filings on April 25, 2025.
The Company acknowledges and appreciates the patience of its shareholders and stakeholders during this process and reaffirms its commitment to adhering to high standards of compliance and corporate governance.
Exchange Review for Reinstatement
| Pursuant to its review for reinstatement, the Company notes it does not meet the independent director requirements set | |
| out in sections 5.7 and 21(b) of Policy 3.1 and, as a result, the Company has been given a 90-day Exchange Notice in | |
| conjunction with its reinstatement to trading due such non-compliance. Failure to meet this timeline may result in an | |
| Exchange trading halt without further notice. The Company is currently in discussions with potential independent | |
| directors to resolve these issues. | |
| In the fall of 2024, Paul Loudon, the CEO of the Company, provided the Company with a loan of $75,000 (the “CEO | |
| Loan”). The funds were initially provided to the Company as subscription proceeds for a private placement that the | |
| Company was trying to complete at that time. Ultimately the private placement did not occur, and the funds are booked | |
| as a loan on the financial statements of the Company for accounting purposes. There is no loan agreement in place | |
| regarding the CEO Loan and the CEO Loan is unsecured, bears no interest and has not set repayment date. | The CEO |
| Loan is considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security | |
| Holders in Special Transactions. The Company relied on exemptions from the formal valuation and minority approval | |
| requirements provided in sections 5.5(a) and 5.7(b) of Multilateral Instrument 61-101. |
As disclosed in the Company’s audited financial statements for the year ended September 30, 2023, the Company entered into an agreement with Premier Silver Corp. (“Premier”) on September 15, 2022, to provide a US$140,000 convertible loan to Premier (the “Premier Loan”), which included an option for an additional royalty purchase payment up to US$1,000,000 on the Mallay Mine in Peru (the “Royalty Purchase Payment”). The Premier Loan was secured and convertible into common shares for a period of 3 years and accrued interest at a rate of 12% per year and was to form part of the Royalty Purchase Payment. An exclusive 90-day option to negotiate the Royalty Purchase Payment was later extended by 60 days but ultimately expired unexercised. Due to uncertainty of collection, the Company wrote down the Premier Loan receivable in full as of September 30, 2023, being $189,980. At the time the Premier Loan was made, it was intended to be part of a larger transaction with Premier, for which the Company was relying on section 8.1(b) of Exchange Policy 3.2 in respect of any required filings with the Exchange. Ultimately the larger transaction with Premier did not proceed and the Company failed to provide the Exchange with notice of the Premier Loan pursuant to section 8.2(f) of Exchange Policy 3.2. The Company confirms that Premier is an arm’s length party. On July 30, 2025, the Company and Premier entered into a debt settlement agreement (the “Debt Settlement Agreement”) whereby the Premier Loan and all accrued and unpaid interest was settled for (a) common shares in the capital of Excellon Resources Inc. having an aggregate value of $48,250 and (b) the first $48,250 of the stream share revenue received by Premier from the Mallay Mining Unit pursuant to an Agreement of Purchase and Sale between Premier, Adar Mining Corp., and
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1267104 B.C. Ltd. The Exchange did not accept the Premier Loan and the Debt Settlement Agreement for filing, and no Exchange approval was provided for these transactions.
Corporate Update
The Company currently has a working capital deficiency of over $900,000 and is actively pursuing debt settlements and financing alternatives to remedy the situation and meet the working capital requirements set out in Exchange Policy 2.5. The Company expects to have the situation resolved in the coming months.
The Company continues to explore joint venture and other opportunities to advance its Mt Turner and Cumberland projects in Queensland Australia.
The Company also continues to investigate additional opportunities where it can advance high-quality exploration and development projects which can be incubated through an option earn-in model without the issuance of vendor shares whenever possible. This strategy has the potential to accelerate the growth in shareholder value for Optegra by earning an interest in a range of projects of merit in a much shorter time frame than otherwise would be possible and allowing Management’s time to be shared across several different projects.
ISSUED ON BEHALF OF OPTEGRA VENTURES INC.
Paul Loudon Chairman, CEO Tel: +1604 681 4653 Email: [email protected] www.optegraventures.net
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.
Cautionary Statement Regarding “Forward-Looking” Information
This information release contains certain forward-looking information. Such forward-looking information or statements include but are not limited to information or statements with respect to: the Company satisfying the 90-day Exchange Notice; the Company appointing additional independent directors; the Company receiving an Exchange trading halt in connection with the 90-day Exchange notice; satisfaction of the CEO Loan; the Company resolving its working capital deficiency; the Company meeting its working capital requirements; Exchange acceptance of the Premier Loan and the Debt Settlement Agreement; the Company entering into debt settlements or financing alternatives; future joint venture and other opportunities; and the acceleration of shareholder value as a result of the Company’s strategy. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results; performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. These risks and uncertainties include market volatility; the state of the financial markets for the Company’s securities; fluctuations in commodity prices and investor sentiment; changes in the Company’s business plans; and operating environments. All forward-looking statements are based on the Company’s current beliefs as well as assumptions made by and information currently available to it as well as other factors. The Company cautions that actual performance will be affected by a number of factors, most of which are beyond its control, and that future events and results may vary substantially from what the Company current foresees. Factors that could cause actual results to differ materially from those in forward-looking information or statements include market prices; continued availability of capital and financing; generally economic, market, or business conditions; and investor sentiment. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.