Enerev5 Metals Inc. Announces Closing of $130,000 Final Tranche Non-Brokered Private Placement
(TheNewswire)
Toronto, Ontario – TheNewswire - March 5, 2026 –Enerev5 MetalsInc. (TSX-V: ENEV) (“Enerev5” or the“Company”) announces that it has closed the second and finaltranche (the “SecondTranche”) of its non-brokered privateplacement (the “Offering”). The Second Tranche is composedof the sale of 13,000,000 units (the “Units”) at a priceof $0.01 per Unit for aggregate gross proceeds of $130,000. Each Unitconsisted of one common share of the Company (the “Shares”) and oneShare purchase warrant (the “Warrant”). Each Warrant entitles the holder,to acquire one Share at an exercise price of $0.05 per Warrant for aperiod of five years following the closing date of the Offering. Thefirst tranche of the Offering was composed of the sale of 31,500,000Units for aggregate gross proceeds of $315,000. The proceeds of theOffering will be used for general corporate and working capitalpurposes and project review and acquisition costs.
Completion of the Offering is subject to the receipt ofall necessary regulatory approvals, including the approval of the TSXVenture Exchange. All securities issued and issuable will be subjectto a statutory hold period of four months and one day, in accordancewith applicable Canadian securities laws. The Company paid acommission to eligible finders in connection with the Second Tranchein the amount of $10,400 and 1,300,000 non?transferrable warrants(“BrokerWarrants”) to purchase Units (“Broker Units”) at aprice of $0.05 per Broker Warrants. The Broker Units are subject tothe same terms as the Units sold under the Offering.
Early Warning Report
In connection with the closing of the Second Tranche ofthe Offering, Russell Fromm (the “Acquiror”) acquiredan aggregate of 10,500,000 Shares in the capital of the Company and10,500,000 Warrants (the “Acquisition”). Each Warrant entitles theholder thereof to acquire one Share on the terms as more specificallyset out above. Prior to the Acquisition, the Acquiror beneficiallyowned or exercised control or direction over 27,184,000 Shares and1,000,000 Warrants, representing approximately 8.76% and 9.05% of theoutstanding Shares of the Company on an undiluted and partiallydiluted basis, respectively. After completion of the Acquisition, theAcquiror beneficially owns or exercises control or direction over37,684,000 Shares and 11,500,000 Warrants, representing 11.65% and14.69% of the outstanding Shares of the Company on an undiluted andpartially diluted basis, respectively.
In satisfaction of the requirements of NationalInstrument 62-104 – Take-Over Bids and Issuer Bids and NationalInstrument 62-103 – TheEarly Warning System and Related Take-Over Bid and Insider ReportingIssues, an early warning report respecting theAcquisition of securities by the Acquiror will be filed under theCompany's SEDAR+ Profile at www.sedarplus.ca, following theclosing. To obtain a copy of the early warning report filed by theCompany, please contact Errol Farr, tel: 647-296-1270 or refer toSEDAR+ under the Company’s issuer profile.
The Acquisition was completed for investment purposes.Depending on market and other conditions, the Acquiror may from timeto time in the future increase or decrease the ownership, control ordirection over securities of the Company, through market transactions,private agreements, or otherwise.
This news release does not constitute an offer to sellor a solicitation of an offer to buy any of the securities describedin this news release in the United States. The securities offered havenot been and will not be registered under the United States SecuritiesAct of 1933, as amended, and may not be offered or sold in the UnitedStates absent registration or applicable exemption from theregistration requirements.
About Enerev5 Metals Inc.
Enerev5 Metals Inc. (TSX-V: ENEV) is a Canadianexploration company focused on the identification and development ofcritical battery metals projects in stable, mining-friendlyjurisdictions. The Company’s strategy is to build a portfolio ofearly-stage assets that have the potential to supply ethically-sourcedmetals essential to the global transition to clean energy. Enerev5 iscurrently advancing lithium exploration in northeastern Nevada andcontinues to evaluate additional opportunities in high-potentialjurisdictions to support its long-term growth objectives.
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
For further information please contact:
Enerev5 Metals Inc.
Errol Farr, President and CEO
Email: efarr001@icloud.com
Tel: 647-296-1270
Forward-Looking Statements
This news release contains“forward-looking statements” or “forward-looking information”(collectively, “forward-looking statements”) within the meaning ofapplicable securities legislation. All statements, other thanstatements of historical fact, are forward-looking statements and arebased on expectations, estimates and projections as of the date ofthis news release. Any statements that express or involve discussionswith respect to predictions, expectations, beliefs, plans,projections, objectives, assumptions or future events or performance(often, but not always, identified by words or phrases such as“expects”, “is expected”, “anticipates”, “believes”,“plans”, “projects”, “estimates”, “assumes”,“intends”, “strategy”, “goals”, “objectives”,“forecasts”, “budget”, “schedule”, “potential”,“possible” or variations thereof or stating that certain actions,events, conditions or results “may”, “could”, “would”,“should”, “might” or “will” be taken, occur or beachieved, or the negative of any of these terms and similarexpressions) are not statements of historical fact and may beforward-looking statements. Forward-looking statements include, butare not limited to, statements regarding: completion of the Offeringand the Shares for Debt Transaction on the terms announced or at all,the use of proceeds from the Offering, the timing and content ofupcoming work programs; geological interpretations; timing of theCompany’s exploration programs; and estimates of marketconditions.
Forward-looking statements aresubject to a variety of known and unknown risks, uncertainties andother factors that could cause actual events or results to differ fromthose expressed or implied by forward-looking statements containedherein. There can be no assurance that such statements will prove tobe accurate, as actual results and future events could differmaterially from those anticipated in such statements. Certainimportant factors that could cause actual results, performance orachievements to differ materially from those in the forward-lookingstatements include, among others: general economic conditions inCanada and globally; industry conditions; governmental regulation ofthe mining industry, including environmental regulation; geological,technical and drilling problems; unanticipated operating events;competition for and/or inability to retain drilling rigs and otherservices; the availability of capital on acceptable terms; the need toobtain required approvals from regulatory authorities; stock marketvolatility; volatility in market prices for commodities; liabilitiesinherent in the mining industry; changes in tax laws and incentiveprograms relating to the mining industry. This list is not exhaustiveof the factors that may affect the Company’s forward-lookingstatements. There may be other factors that could cause actual eventsor results to differ from those expressed or implied byforward-looking statements contained herein.
Forward-looking statements arenecessarily based upon a number of factors and assumptions that, ifuntrue, could cause actual events or results to differ from thoseexpressed or implied by forward-looking statements contained herein.Forward-looking statements are based upon a number of estimates andassumptions that, while considered reasonable by the Company at thistime, are inherently subject to significant business, economic andcompetitive uncertainties and contingencies that may cause theCompany’s actual financial results, performance, or achievements tobe materially different from those expressed or implied herein.
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