Mr. Neil Novak reports

BWR EXPLORATION INC. AND ELECTRO METALS AND MINING INC. SHAREHOLDERS APPROVE AMALGAMATION AND PROVIDE FINANCING UPDATE

BWR Exploration Inc. and Electro Metals and Mining Inc.'s respective shareholders have approved, among other things, the proposed amalgamation, announced on Aug. 20, 2025, which will involve a reverse takeover of BWR by Electro.

BWR voting results

Shareholders holding a total of 32,800,400 common shares of BWR attended the annual general meeting in person or were represented by proxy, representing approximately 29.68 per cent of the 110,510,461 common shares issued and outstanding.

The shareholders voted 100 per cent in favour of: (i) the appointment of the auditor; (ii) election of the directors Neil Novak, George Duguay, Earl Coleman, Norman Brewster and Felix Lee; (iii) the amalgamation; (iv) the shares-for-debt transaction; (v) the name change; (vi) the share consolidation; and (vii) the equity incentive plan.

Electro voting results

Shareholders holding a total of 29,319,119 common shares of Electro attended the AGM in person or were represented by proxy, representing approximately 76 per cent of the 38,530,869 common shares issued and outstanding.

The shareholders voted in favour of: (i) the appointment of the auditor; (ii) election of the directors Daryl Hodges, Samir Biswas, Shameze Rampertab and Daniel Weir; (iii) the equity incentive plan; and (iv) the amalgamation.

Concurrent financing update

The companies also announce the closing of the previously announced first tranches of the concurrent financing. As of Dec. 31, 2025, Electro has issued 777,689 flow-through units for gross proceeds of $202,199 and has issued 635,000 hard-dollar units for gross proceeds of $127,000.

The concurrent financing was announced on Nov. 25, 2025. The companies plan to raise a minimum of $1.6-million and maximum $2.25-million for exploration purposes by issuing flow-through units in Electro Metals priced at 26 cents. Each FT unit will be composed of one FT common share and one-half of one common share purchase warrant. Each whole warrant will have an exercise price of 35 cents for a period of three years from the date of listing its shares. In addition, the companies will raise a minimum of $1.6-million and maximum of $1.75-million by issuing hard-dollar units at a price of 20 cents. Each HD unit will be composed of one common share and one common share purchase warrant. Each HD warrant will have an exercise price of 25 cents for two years from date of listing its shares. Finders' fees of $12,053.55 were paid, and 51,207 broker warrants were issued in the first tranches of the concurrent financings. Securities issued in the first tranches of the concurrent financing carry a restriction that is four months plus one day after the later of: (i) the date on which the security was issued; and (ii) the date Electro became a reporting issuer in any province or territory.

Expected closing of transaction

The transaction is expected to close on or about Jan. 31, 2026, or such other date as agreed by the companies, in conjunction with closing the concurrent financing. Free trading shares will be issued in the new TSX Venture Exchange-listed company Electro Metals Corp., subject to financing and customary approvals.

Under the terms of the transaction, BWR will issue to Electro shareholders one postconsolidation BWR share for each Electro share, subject to final adjustment, implying a share price of 2.1 cents for each preconsolidation BWR share.

"We are now in the final stage of completing this RTO transaction and will close the remainder of the concurrent financing and the transaction together, once we have raised the required funds and have obtained the final approvals," stated Daryl Hodges, chairman and chief executive officer of Electro Metals and Mining. "We look forward to commencing trading on the TSX-V and getting back to work on our high-grade copper and gold projects. We remain committed to creating significant value for both existing and future shareholders, and, under the structure of the transaction, investors will receive free-trading shares of Electro Metals Corp. upon closing of the transaction."

About BWR Exploration Inc.

BWR is a Tier 2 junior exploration company with shares listed and trading on the TSXV Venture Exchange (trading symbol: BWR.V). BWR holds three early-stage exploration properties in Canada: one in Quebec (Vendome Sud copper-nickel project), one in Ontario (Shunsby copper-zinc project) and one in Manitoba (Little Stull Lake gold project). Each property has reported historic resources that are non-compliant with respect to current National Instrument 43-101 reporting standards. As such, each property requires additional exploration to elevate the non-compliant historic resource classification to current reporting standards. Management of BWR includes an accomplished group of exploration/mining specialists with many decades of operational experience in the junior resource sector in Canada and abroad.

About Electro Metals and Mining Inc.

Electro is a privately held Canadian company based in Toronto, Ont., engaged in the acquisition, exploration and potential development of precious and critical metals in Quebec, Canada. Electro has a 100-per-cent-owned block of claims covering 570.73 hectares with historical copper-silver mineralization and has an option agreement to earn a 100-per-cent interest in an adjacent core block of 6,517.6 hectares including a known copper-zinc-silver-gold deposit (Magusi), plus a mining lease on an additional 11.46 hectares, covering a partially mined high-grade copper deposit (Fabie). The project area is located approximately 45 kilometres by gravel and paved road northwest of Rouyn-Noranda, Que. (see press releases dated Aug. 20, 2025, and Nov. 25, 2025).

We seek Safe Harbor.