File: Attachment 2026.02.10 - Serra Energy + Rov Financing Details (stockwatch).pdf

Serra Energy Announces Revised Terms of Concurrent Financing with ROV Transaction RTO

Vancouver, British Columbia--February 10, 2026 Serra Energy Metals Corp. (CSE: SEEM) (OTCQB: ESVNF) ("Serra" or the "Company") announces that, further to Company's press release dated October 14, 2025, the terms of the previously announced brokered private placement (the "Private Placement") of ROV Investment Partners Corp. ("ROV") in connection with the Transaction (as defined below) have been revised.

As originally announced in the Company's news releases dated May 1, 2025, September 25, 2025 and October 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 (the "Transaction"). 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 $2,500,000 will be raised through the sale of a minimum of 7,142,857 subscription receipts (the "Subscription Receipts") of ROV at a price of $0.35 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% 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% of the proceeds of the Private Placement (other than in respect of sales to purchasers on ROV's president's list in which case a cash commission of 2.5% shall be payable) and broker warrants equal to 7% of the total number of Subscription Receipts issued in the Private Placement (other than in respect of sales to purchasers on ROV's president's list in which case the Agent shall receive broker warrants equal to 2.5%) (each, a "Broker Warrant"). Each Broker Warrant shall be exercisable to acquire one common share of ROV at a price of $0.35 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 December 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 (the "Special Warrants") of ROV, at a price of $0.35 per Special Warrant (the "ROV Financing"). In aggregate, ROV anticipates raising gross proceeds of approximately $3,000,000 from the Private Placement and ROV Financing.

About Serra Energy Metals Corp.

Serra Energy Metals Corp. 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. FLEoGr AfuL*r7t0h8e9r93in0f0o.1rmation, please contact:

Vince Sorace, Chief Executive Officer Serra Energy Metals Corp. Phone: +1 (778) 373-3749

Forward-Looking Information

Neither the Canadian Securities Exchange nor its Market Regulator accepts responsibility for the adequacy or accuracy of this news release.

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Forward-looking statements are often, but not always, identified by the use of words such as "expects", "plans", "believes", "intends", "anticipates", "estimates", "projects", "potential", "indicates", "possible" and similar expressions, or statements that events "will", "would", "may", "could" or "should" occur.

Forward-looking information in this release includes, but is not limited to, statements regarding the completion and timing of the Transaction and Private Placement, the size of the Private Placement, and the commissions payable and use of proceeds in connection with the Private Placement.

These forward-looking statements are based on the current expectations and beliefs of management of the Company and ROV and are subject to a number of assumptions, including, without limitation: (a) that all necessary corporate, shareholder, and regulatory approvals will be obtained in a timely manner; (b) that the Transaction and Private Placement will be completed on the terms and timelines currently anticipated; and (c) that there will be no material adverse changes in market conditions or applicable laws.

Forward-looking information is subject to a variety of known and unknown risks, uncertainties, and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. These risks include, but are not limited to: (a) the risk that the Transaction or Private Placement may not be completed as currently proposed or at all; (b) the risk that required approvals may not be obtained or may be delayed; (c) risks related to changes in economic, market, or regulatory conditions; (d) risks related to the availability of financing on acceptable terms or at all; and (e) other risks and uncertainties applicable to the Company, ROV, and the Resulting Issuer.

Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as required by applicable law. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained in this release, and the Company and its respective affiliates or representatives shall not have any liability whatsoever relating to or resulting from the use of or reliance on any such information.

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