VANCOUVER , B.C. – TheNewswire – October 20 , 2026 — Enfield Exploration Corp. ( ” Enfield ” or the ” Company “), is pleased to announce that it has entered into a letter of intent (the “ Letter of Intent ”), with Xerient Pharma Ltd. (“ Xerient ”) to complete a business combination transaction (the “ Proposed Transaction ”). Xerient is a private company focused on advancing abdominal and gastrointestinal cancer solutions by developing targeted delivery of radioprotectant designed to make high-dose radioterhapy safe and effective for pancreatic cancer patients. The Proposed Transaction, if completed, will result in the business of Xerient becoming the business of the Company.
Completion of the Proposed Transaction remains subject to a number of conditions, including, but not limited to, completion of due diligence, negotiation and execution of a definitive transaction agreement (the “ Definitive Agreement ”), shareholder approval, financing, approval for listing of the common shares of the resulting issuer on a recognized Canadian stock exchange and the receipt of any other required approvals. The Proposed Transaction cannot be completed until these conditions are satisfied, and there can be no assurance that the Proposed Transaction will be completed at all. The Proposed Transaction is expected to constitute a reverse takeover transaction for the Company.
In connection with the Proposed Transaction, the Company is contemplating a consolidation of its common shares on the basis of two pre-consolidation shares for one post-consolidation common share (the “ Consolidation ”). The Company currently has 13,551,035 common shares (the “ Shares ”) issued and outstanding and it is expected to have approximately 6,775,517 following the Consolidation. Additional Shares to be issued pursuant to the Enfield Interim Financing (defined below), the Proposed Transaction and ancillary transactions. No fractional Shares will be issued under the Consolidation and any fraction will be rounded to the nearest whole number. The exercise or conversion price and/or the number of Shares issuable under any of the Company’s outstanding convertible securities, stock options and warrants will be proportionally adjusted after giving effect to the Consolidation based on the Consolidation ratio (1:2). The record date for the Consolidation will be October 28, 2026. The Company’s name will not change, and the post-Consolidation Shares will have a new CUSIP Number 292755303. The Consolidation was approved by the Company’s board of directors in accordance with the Articles of the Company. A letter of transmittal will be mailed to registered shareholders providing instructions on how to exchange share certificates representing pre-Consolidation Shares for new share certificates or Direct Registration Advice (DRS) representing post-Consolidation Shares to which they are entitled as a result of the Consolidation. No action is required by non-registered shareholders (shareholders who hold their common shares through an intermediary) to effect the Consolidation.
The Company also announces a private placement of up to 1,000,000 post-Consolidation Shares at USD$0.20 per share to raise gross proceeds of up to USD$200,000 (the “ Enfield Interim Financing ”). The proceeds of the Enfield Interim Financing are expected to be used for general working capital purposes, towards expenses associated with the Proposed Transaction and for a possible bridge equity financing into Xerient. Pursuant to the Letter of Intent, the Company has agreed to invest (or arrange for an investment by eligible investors mutually agreed to by the Issuer and Xerient) an aggregate of USD$1,000,000 into Xerient as an equity investment to purchase preferred shares of Xerient at an issue price of USD$70 per share (the “ Xerient Bridge Financing ”). The preferred shares are convertible into common shares of Xerient, and it is expected that these preferred shares would be converted into common shares of Xerient prior to closing of the Proposed Transaction and then exchanged for common shares of the Company pursuant to the terms of the Definitive Agreement. Additional details regarding the Enfield Interim Financing, Xerient Bridge Financing, and extent, if any, of Enfield’s participation in the Xerient Bridge Financing will be provided in due course. The Letter of Intent provides that Xerient will be liable for the payment of a break-fee of USD$200,000 to the Company if the Xerient Bridge Financing has been completed and Xerient materially breaches its standstill and exclusivity obligations pursuant to the Letter of Intent.
The final details of the Proposed Transaction, Consolidation, purchase price, and additional concurrent financing will be settled and included in the Definitive Agreement. The parties are targeting execution of a Definitive Agreement on or before December 14, 2026. Additional disclosure regarding the transaction will be provided in due course in additional news releases and, as required under applicable securities laws and stock exchange ploidies, an information circular or filing statement.
About Xerient Pharma Ltd.
Xerient Pharma Ltd. is a privately held corporation existing under the laws of Israel, with a wholly-owned subsidiary incorporated in Delaware. Xerient repurposes an FDA-approved radioprotectant and delivers it exactly where protection is needed – unlocking higher, more effective radiation doses. Xerient received FDA approval for its Investigational New Drug application in 2025, and has human clinical trials in progress.
About Enfield Exploration Corp .
Enfield Exploration Corp. is an unlisted reporting issuer that is focused on identifying strategic mergers and acquisition opportunities with the goal of creating long-term value for shareholders through disciplined growth and responsible operations.
For more information about Enfield Exploration Corp. , please contact:
Enfield Exploration Corp.
Sukhmohan Athwal, CEO
Sukh85@hotmail.com
604-780-1878
Cautionary Statement Regarding Forward-Looking Statements
This news release contains statements which constitute “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information is often identified by the words “may,” “would,” “could,” “should,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” or similar expressions. Readers are cautioned that forward-looking information is not based on historical facts but instead reflects the Company’s management’s expectations, estimates or projections concerning the business of the Company’s future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to reach final terms with Xerient in respect of the Proposed Transaction and execute the Definitive Agreement; the ability to satisfy all conditions precedent to the completion of the Proposed Transaction, including the satisfactory completion of due diligence; the receipt of all required regulatory approvals, including acceptance by the TSX Venture Exchange and, if required, shareholder approval; the completion of the Consolidation and the Enfield Interim Financing on acceptable terms; the Xerient Bridge Financing; the expected characterization of the Proposed Transaction as a “reverse takeover”; risks related to the business, operations, financial condition and technology of Xerient; changes in general economic, business and market conditions; fluctuations in currency exchange rates; dilution to shareholders resulting from the Consolidation, the Proposed Transaction, the Enfield Interim Financing and additional financings in connection with the Proposed Transaction; the non-binding nature of the Letter of Intent; and other risks described in the Company’s public disclosure documents available on SEDAR+. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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