Ms. Kristen Reinertson reports
BEMETALS CLOSES UPSIZED FLOW-THROUGH FINANCING
Bemetals Corp. has closed its previously announced non-brokered private placement by issuing 12,126,284 common shares of the company that qualify as flow-through shares, as defined in the Income Tax Act (Canada) at a price of seven cents per FT share for aggregate gross proceeds of $848,840. The company intends to use the gross proceeds of the private placement to incur qualifying expenditures (as defined below) on the company's Savant gold project, located in Ontario, Canada.
Bemetals Interim chief executive officer, Kristen Reinertson, commented: "We're very pleased with the steady progress at the Savant gold project. Initial reconnaissance mapping and sampling has recently been completed, and we plan to commence a high-resolution airborne magnetics survey as part of the current exploration program this fall. These programs, together with a follow-up exploration campaign in spring 2026, are expected to refine and prioritize prospective areas across the property and help generate high-quality targets for future drilling."
The gross proceeds from the FT shares will be used to incur eligible Canadian exploration expenses related to the company's mineral project in Ontario that qualify as flow-through mining expenditures as both terms are defined in the Tax Act. Such qualifying expenditures will be incurred on or before Dec. 31, 2026, and renounced to the benefit of subscribers with an effective date no later than Dec. 31, 2025.
The securities issued pursuant to the private placement are subject to a hold period under applicable Canadian securities laws expiring on Feb. 25, 2026. In connection with the private placement, the company has paid cash finders' fees in the amount of $31,165 to Haywood Securities Inc., $6,976 to Eskar Capital Corp. and $1,680 to Ventum Financial Corp. in respect of certain sales under the private placement.
Certain directors of the company subscribed for 1,785,000 FT shares for gross proceeds of $124,950 as part of the private placement. Due to the participation by directors of the company, a portion of the private placement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security holders in Special Transactions. The company is relying on the exemption from the requirement to obtain a formal valuation for the private placement based on Section 5.5(b) of MI 61-101 and the exemption from the requirement to obtain minority shareholder approved based on section 5.7(1)(b) of MI 61-101.
About Bemetals Corp.
Bemetals is a precious and base metals exploration and development company focused on advancing its portfolio of high-potential mineral projects. Bemetals is an affiliate company of B2Gold Corp. which currently owns approximately 24 per cent of Bemetals outstanding shares. The company plans to explore the Savant gold project in Northwestern Ontario, one of Canada's most prolific gold-producing regions, which hosts several past producers as well as current operations, including the Red Lake and Musselwhite mines. The company also has the Pangeni copper project in the Zambian Copperbelt, with co-financing and technical partner JOGMEC. Here the company has discovered copper mineralization with geological characteristics and intersected widths and grades similar to that of large-scale copper mines in the same region. Additionally, the company has its compelling Kazan gold exploration projects in Japan, while continuing to evaluate additional potential strategic acquisition opportunities.
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