Denarius Metals — Capital/Financing Update 2020

Aug 28, 2020

ESV RESOURCES LTD. Suite 3123, 595 Burrard Street Vancouver, British Columbia V7X 1J1

NEWS RELEASE

ESV RESOURCES COMPLETES PRIVATE PLACEMENT AND RESTRUCTING TRANSACTIONS AND RECONSTITUTES BOARD OF DIRECTORS AND MANAGEMENT

– August 27, 2020 Vancouver, British Columbia – ESV Resources Ltd. (formerly, E.S.I. Environmental Sensors Inc.) (TSXV: ESV.H) (the “ Company ”) announces that it has completed a consolidation of the Company’s common share capital on a one-for-seven basis (the “ Consolidation ”), and has changed its name (the “ Name Change ”) to “ESV Resources Ltd.”

Following completion of the Consolidation, the Company has issued 21,428,571 postConsolidation units (each, a “ Unit ”) by way of non-brokered private placement (the “ Private Placement ”). The Units were offered at a price of $0.07 per Unit, for gross proceeds of $1,500,000. Each Unit consists of one post-Consolidation common share and one-quarter-ofone transferable share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant entitles the holder to acquire an additional post- Consolidation common share at a price of $0.10 until August 27, 2021.

The Company intends to use the net proceeds of the Private Placement to pay down existing trade payables, to cover the costs associated with the Consolidation and Name Change, to satisfy continuous disclosure and regulatory obligations, and to evaluate potential strategic acquisition opportunities. No finders’ fees or commissions were paid in connection with completion of the Private Placement.

In addition to the Private Placement, the Company has also settled (the “ Debt Settlement ”) outstanding indebtedness of $300,000, owing to certain arms-length creditors, through the issuance of 4,285,714 post- Consolidation common shares at a price of $0.07 per share.

All securities issued in connection with the Private Placement, and the Debt Settlement, are subject to a four-month-and-one-day statutory hold period, in accordance with applicable securities laws and the policies of the TSX Venture Exchange, expiring on December 28, 2020. Approximately 25,000,000 of these shares are also subject to a voluntary pooling arrangement from which one-quarter of the shares are released on the fourth, seventh, tenth and thirteenth month following closing.

Following completion of the Consolidation, the Private Placement and the Debt Settlement, the Company has approximately 28,620,964 common shares outstanding. The Company has applied for trading to resume in its common shares on the NEX board of the TSX Venture Exchange and expects that trading will commence on a post-Consolidation basis at the open of markets on or about August 31, 2020 under the existing ticker symbol “ESV.H”.

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The Company also announces that it has reconstituted its board of directors to consist of Frederic Leigh, Thomas O’Neill and Bernadette D’Silva. Frederic Leigh has been appointed as Chief Executive Officer of the Company, and Michelle Borthwick has been appointed as Chief Financial Officer and Corporate Secretary. Satvir Dhillon, Allan Glowach and Michael Danielsson have resigned from their roles with the Company.

The Company has also retained Fiore Management & Advisory Corp. to provide financial, regulatory and corporate administration services.

In connection with the reconstitution of the board of directors and management, the Company has granted 1,900,000 incentive stock options (the “ Options ”) to the incoming directors and officers, and as well certain consultants and charitable organizations. The Options are fully-vested and are exercisable at a price of $0.10 until August 27, 2030.

For further information, contact Frederic Leigh at 604 609 6110.

On behalf of the Board,

ESV Resources Ltd.

Frederic Leigh, Chief Executive Officer

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains statements about the Company's expectations regarding the Company’s intend use of the net proceeds from the Private Placement and the anticipated date for the resumption of trading, that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements and there can be no assurance that such expectations will prove to be correct. Factors that could cause the actual results to differ materially from those in forward-looking statements include the Company electing to re-allocate the proceeds of the Private Placement for valid business purposes, or failure to obtain the regulatory approval necessary for the resumption of trading. The forwardlooking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except a required by applicable securities laws. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.