File: Attachment 2026.02.13 - Serra Energy - News Release re Completed ROV Financing .pdf

Serra Energy Announces Closing of Financing with ROV

Vancouver, British Columbia--(February 13, 2026) Serra Energy Metals Corp. (CSE: SEEM) (OTCQB: ESVNF) ("Serra" or the "Company") is pleased to announce that ROV Investment Partners Corp ("ROV") has completed its previously announced brokered private placement of 7,253,433 subscription receipts (the "Subscription Receipts") at a price of $0.35 per Subscription Receipt for gross proceeds of $2,538,701.55 (the "Private Placement").

As originally announced in the Company's news releases dated May 1, 2025 and September 25, 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 Resulting Issuer's primary business will be that of UBERDOC, Inc. ("UBERDOC"), a U.S.-based wholly owned subsidiary of ROV, which operates a digital platform that facilitates direct-pay access to medical professionals. The Transaction is pursuant to an amalgamation agreement entered into among the Company, ROV and 1536702 B.C. Ltd dated May 1, 2025, as amended September 11, 2025 and November 19, 2025 (the "Amalgamation Agreement").

In connection with the Transaction, ROV completed the Private Placement pursuant to which each Subscription Receipt will be held in escrow pending the fulfilment of certain conditions (the "Escrow Release Conditions") and will automatically convert, for no additional consideration and without further action on part of the holder thereof, on the date the Escrow Release Conditions are satisfied or such other date agreed to in writing by the Company, ROV and Canaccord Genuity Corp. (the "Agent"), to one unit of ROV (each, a "Unit"). The ROV securities comprising the Units will be exchanged under the Amalgamation Agreement following the conversion of the Subscription Receipts such that, following the closing of the Transaction, each Unit will be comprised of one common share in the capital of the Resulting Issuer (each, a "Resulting Issuer Share") and one half of one warrant of the Resulting Issuer (each whole warrant, a "Resulting Issuer Warrant"). Each Resulting Issuer Warrant is exercisable into one Resulting Issuer Share at an exercise price equal to $0.50 for a period of two years following issuance. The Resulting Issuer Shares and Resulting Issuer Warrants will not be subject to any resale restrictions following completion of the Transaction.

The gross proceeds of the Private Placement will be held in escrow pending the satisfaction of the Escrow Release Conditions and certain other customary conditions. Following the completion of the Transaction, the funds are expected to be used to advance certain business milestones of the Resulting Issuer and for working capital purposes.

In addition to completion of 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 raised gross proceeds of approximately $3,000,000 from the Private Placement and ROV Financing.

LEGAL*70490440.1 In connection with the Private Placement, ROV paid a $139,909 cash commission and issued 399,740 broker warrants, each exercisable to acquire one common share of ROV at $0.35 for a period of 24 months following the closing date of the Transaction, to the Agent.

Completion of the Transaction is subject to a number of conditions, including but not limited to, the Canadian Securities Exchange (the "CSE") approval. There can be no assurance that the Transaction will be completed as proposed or at all.

The CSE has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release. Trading in the Common Shares will remain halted pending the review of the proposed Transaction by the CSE.

About Serra Energy Metals Corp.

Serra Energy Metals Corp. is a publicly traded company listed on the CSE 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.

For further information, please contact:

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

Forward-Looking Information

Neither the CSE 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", "anticipates", "believes", "intends", "estimates", "projects", "potential", "indicates", "opportunity", "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: (a) the completion and timing of the Transaction; (b) the anticipated benefits of the Transaction and Private Placement to the Company and its shareholders; (c) the business plans and operations of the Resulting Issuer following completion of the Transaction; and (e) the ability of the Company or the Resulting Issuer to raise sufficient capital to fund future operations.

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

LEGAL*70490440.1 all necessary corporate and regulatory approvals will be obtained in a timely manner; (b) that the Transaction will be completed on the terms and timelines currently anticipated; (c) that there will be no material adverse changes in market conditions or applicable laws; and (d) that the Resulting Issuer will be able to execute its business strategy as planned. 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 may not be completed as currently proposed or at all; (b) the risk that the Escrow Release Conditions will not be met; (c) the risk that required approvals may not be obtained or may be delayed; (d) the risk that the anticipated benefits of the Transaction may not be realized; (e) risks related to changes in economic, market, or regulatory conditions; and (f) 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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