Mr. Adrian Smith reports

LIVE CLOSES DEBT SETTLEMENT

Live Energy Minerals Corp. has closed the debt settlement previously announced on Sept. 19, 2023, by the issuance of common shares of the company.

The company entered into a debt settlement agreement dated Sept. 19, 2023, with Divitiae Resources Ltd., to settle $140,000 in debt owed pursuant to the option agreement dated Sept. 10, 2019, to acquire the SkyGold property. The company issued 200,000 common shares at a deemed price of 70 cents per share to Divitiae. Divitiae is a private company controlled by Adrian Smith, the chief executive officer and a director of the company.

The debt settlement transaction is a related party transaction as defined under Multilateral Instrument 61-101. The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the transaction does not exceed 25 per cent of the market capitalization of Live, as determined in accordance with MI 61-101. The company did not file a material change report more than 21 days before the expected closing of the debt settlement as the details of the participation therein by related parties of the company were not settled until shortly prior to closing of the debt settlement and the company wished to close on an expedited basis for sound business reasons.

The shares are subject to a statutory hold period which will expire on Jan. 29, 2024.

The company also announces that Gerald Kelly has resigned from the board of directors effective Sept. 17, 2023. The company wishes Mr. Kelly all the best in his future endeavours.

Early warning disclosure

Divitiae acquired 200,000 common shares pursuant to the debt settlement. Prior to the issuance of the settlement shares under the debt settlement, Divitiae owned 2,776,001 common shares of the company representing 16.31 per cent of the then issued and outstanding common shares of the company. After the issuance of the settlement shares, Divitiae now holds 2,976,001 common shares of the company representing 16.33 per cent of the issued and outstanding common shares of the company. Under the terms of a mineral property option agreement, Divitiae will receive an additional 1.3 million shares on or before Oct. 10, 2023. Divitiae may acquire or dispose of securities of the company in the future through, among other means, the purchase or sale of common shares on the open market, or in private transactions or otherwise, on such terms and at such times as Divitiae may deem advisable. A copy of the early warning report being filed by Divitiae may be obtained by contacting the company at 604-687-2038.

About Live Energy Minerals Corp.

Live is a mining exploration company focused on projects that will further secure the United States supply of critical metals, which are essential to fueling the new age economy. Live holds a 100-per-cent interest in the SkyGold project in British Columbia, Canada, and a 100-per-cent interest in the McDermitt lithium east project, Nevada, United States, for which it has entered into an option to joint venture with U.S. Critical Metals Corp. Live is focused on creating value for its shareholders by combining quality project with proven exploration strategies and a team driven to achieve exceptional outcomes.

We seek Safe Harbor.