Mr. Vince Sorace reports
SERRA ENERGY ANNOUNCES REVISED TERMS OF CONCURRENT FINANCING WITH ROV TRANSACTION RTO
Further to Serra Energy Metals Corp.'s press release dated Oct. 14, 2025, the terms of the previously announced brokered private placement of ROV Investment Partners Corp. in connection with the transaction (as defined below) have
been revised.
As originally announced in the company's news releases dated May 1, 2025, Sept. 25, 2025, and
Oct. 14, 2025, the company is completing an amalgamation with ROV and 1536702 B.C. Ltd., a wholly
owned subsidiary of the company, pursuant to which the company will, by way of a three-cornered
amalgamation, acquire all of the issued and outstanding securities of ROV. Upon
completion, the transaction will result in a reverse takeover of the company by the shareholders of ROV
and such entity following closing of the transaction is referred to herein as the resulting issuer.
The terms of the private placement have been revised such that aggregate proceeds of a minimum of
$2.5-million will be raised through the sale of a minimum of 7,142,857 subscription receipts
of ROV at a price of 35 cents per subscription receipt. Assuming the issuance
of 7,142,857 subscription receipts under the private placement, it is expected that, on closing of the
transaction, current company shareholders will own approximately 10.6 per cent of the outstanding resulting
issuer shares. In connection with the private placement, Canaccord Genuity Corp. (the agent) will
receive a cash commission equal to 7 per cent of the proceeds of the private placement (other than in respect of
sales to purchasers on ROV's president list, in which case a cash commission of 2.5 per cent shall be payable) and
broker warrants equal to 7 per cent of the total number of subscription receipts issued in the private placement
(other than in respect of sales to purchasers on ROV's president list, in which case the agent shall receive
broker warrants equal to 2.5 per cent). Each broker warrant shall be exercisable to
acquire one common share of ROV at a price of 35 cents for a period of 24 months following the closing date
of the transaction. All other terms of the private placement previously announced remain unchanged.
In addition to the private placement, on Dec. 8, 2025, ROV completed a non-brokered special
warrant financing for gross proceeds of $461,540 through the sale of 1,318,686 special warrants of ROV at a price of 35 cents per special warrant (the ROV
financing). In aggregate,
ROV anticipates raising gross proceeds of approximately $3-million from the private placement and the ROV
financing.
About Serra Energy Metals Corp.
Serra Energy Metals is a publicly traded company listed on the Canadian Securities Exchange that is
focused on the acquisition, exploration and development of green metal projects, with an emphasis on
identifying and investigating exploration targets that are drill ready and situated near infrastructure.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.