15:46:13 EDT Wed 20 May 2026
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Bemetals Corp (2)
Symbol BMET
Shares Issued 29,442,360
Close 2026-05-19 C$ 0.62
Market Cap C$ 18,254,263
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Bemetals sets July 3 holder vote for Prospector deal

2026-05-20 12:28 ET - News Release

Ms. Kristen Reinertson reports

BEMETALS PROVIDES UPDATE ON PROPOSED ACQUISITION OF PROSPECTIVE PROJECTS FROM PROSPECTOR METALS

Bemetals Corp. has provided a progress update on the status of the transactions contemplated under the share purchase agreement dated April 15, 2026, with Prospector Metals Corp. (TSX Venture Exchange: PPP) (OTCQB: PMCOF) pursuant to which Bemetals has agreed to acquire Prospector's remaining viable non-Yukon mineral exploration projects and certain marketable securities in exchange for 29.4 million common shares of Bemetals on a postconsolidation basis (see the company's news release dated April 16, 2026, for further details about the acquisition).

The company has completed a consolidation of its outstanding common shares on the basis of one new common share for every 10 common shares, as provided for under the agreement, on May 8, 2026 (see the company's news release dated May 1, 2026, for further details about the consolidation).

On May 4, 2026, the company filed a notice of meeting and record date in connection with its annual general and special meeting of shareholders to be held on July 3, 2026, at which meeting the company will seek shareholder approval of, among other things, certain transactions related to the acquisition in accordance with the policies of the TSX Venture Exchange.

As disclosed in the company's April 16, 2026, news release, Prospector and Bemetals are non arm's length as defined under TSX-V policies by virtue of having B2Gold Corp. as a common insider as a result of its shareholdings in the respective companies; however, Prospector and Bemetals are not related parties as defined in Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions. In addition, the company's board of directors will also be reconstituted such that it consists of five individuals of whom two will be nominated by each of Prospector and the company and one will be mutually nominated. As at the date hereof, the nominees will comprise Dr. Robert Carpenter, Andrew Rockandel, Jay Sujir, Andrew Brown and Roger Richer. Additionally, it is expected that Clive Johnson will join the board of directors in Q3 2026.

As a result, the company is required to obtain disinterested shareholder approval in accordance with TSX-V policies, in respect of (i) the number of securities issuable to non-arm's-length parties under the acquisition exceeding 10 per cent of the issued and outstanding common shares on a non-diluted basis prior to the announcement of the proposed acquisition; and (ii) the change of management resulting from the board reconstitution.

The company has also received conditional acceptance of the proposed acquisition from the TSX-V and is in the process of completing a technical report on the company's material property, the Savant gold project in Ontario, Canada.

Savant gold project

The Savant project is a district-scale land position (1,178 contiguous claims over 24,197 hectares) in a proven greenstone belt in Northwestern Ontario, with underexplored iron formations and favourable shear zones providing opportunity for a discovery of size. Savant has year-round access, with close proximity to Highway 599 and recent surface sampling collected at the Wiggle Creek prospect yielding 34.7 g/t Au (see the company's news release dated Feb. 12, 2026).

Subject assets

In addition to a 100-per-cent interest in the Savant gold project, the portfolio of subject assets comprises:

  • Devon project (Ni (nickel), Cu (copper), PGEs (platinum group elements)): Located near Thunder Bay, Ont., the Devon project lies on the Archean craton margin, covered by a sulphide-bearing sedimentary basin, a known ideal geotectonic setting for major magmatic sulphide deposits.
  • Whitton project (Au, Ni, Cu, PGEs): Dominant land position in the Archean Heaven Lake greenstone belt located in Northwest Ontario. Numerous nickel and PGE occurrences as well as potential for banded iron formation-hosted gold mineralization.
  • TooGood project (Au): High-grade district-scale potential in Newfoundland with strong access and infrastructure, with a successful drill campaign in 2025 identifying a 15-kilometre-long target corridor. Currently optioned to TooGood Gold Corp. (TSX-V: TGC).
  • Proprietary geological database relating to gold deposits in Ontario and Quebec.
  • Marketable securities consisting of five million shares of TooGood, together with potential future share option payments under an option agreement with TooGood.
  • $150,000 of funding related to a government grant for the Devon project.

Qualified person

The technical information in this news release has been reviewed and approved by Jodie Gibson, PGeo, a consultant to Bemetals, and a qualified person as defined under National Instrument 43-101.

About Bemetals Corp.

Bemetals is a Canadian, precious and base metals exploration company focused on advancing its portfolio of high-potential mineral projects, while continuing to evaluate additional acquisition opportunities. The company's immediate focus is exploration of the Savant gold project with district-scale potential to host both iron formation-hosted and shear-hosted gold systems of size. This is a proven mining region with current operations including the Red Lake and Musselwhite mines. The company also holds interest in copper and gold exploration projects located in Zambia and Japan, respectively. Bemetals is led by an experienced team and is supported by a strategic shareholder, B2Gold with approximately 37-per-cent current ownership interest. In April, 2026, the company entered into a share purchase agreement for the proposed acquisition of additional prospective projects subject to final approval of the TSX Venture Exchange and other closing conditions (see the company's news release dated April 16, 2026, for further details).

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