BluMetric Announces Acquisition of Whitteker Environmental Services to Expand Recurring Water Testing Services

Rhea-AI Summary

BluMetric (OTCQX: BLMWF, TSXV: BLM) closed the acquisition of Whitteker Environmental Services (WES) on April 1, 2026 for a $1,250,000 purchase price.

Consideration included $800,000 cash, 248,576 common shares at $1.01 deemed price, and a cash earnout up to $200,000. WES reported ~$950,000 revenue and ~$350,000 adjusted EBITDA for the 12 months ending Dec 31, 2025.

Positive

• Acquisition price set at $1,250,000
• WES reported $950,000 revenue (12 months ended Dec 31, 2025)
• Adjusted EBITDA of approximately $350,000
• Adds recurring water testing services and municipal contracts

Negative

• Initial $800,000 cash payment reduces company cash reserves
• Issuance of 248,576 shares creates shareholder dilution
• Earnout of up to $200,000 depends on post-closing revenue performance

Ottawa, Ontario--(Newsfile Corp. - April 1, 2026) - BluMetric Environmental Inc. (TSXV: BLM) (OTCQX: BLMWF) ("BluMetric" or "the Company"), an engineering WaterTech and full-service environmental consulting firm, is pleased to announce it has closed on the acquisition of all issued and outstanding shares of Whitteker Environmental Services Inc. ("WES"). WES is an Ontario-based provider of water and wastewater system operations and testing services aimed at supporting the management and regulatory compliance of drinking water.

"We're excited to welcome WES to the team and expand our recurring water testing services," stated Scott MacFabe, Chair and CEO. "These services are complementary to our current work in Professional Services and executed under multi-year terms with marquee clients like municipalities. This adds to our capabilities in Eastern Ontario while driving high quality revenues that are not impacted by seasonality."

Pursuant to the terms of a share purchase agreement dated April 1, 2026, between the Company and Curtis Whitteker, the Company acquired all the issued and outstanding shares of WES for the purchase price of $1,250,000 (the "Purchase Price"). The Purchase Price was satisfied through (a) an initial cash payment of $800,000; (ii) the issuance of 248,576 common shares of the Company (the "Consideration Shares") at a deemed price of $1.01 per Consideration Share; and (iii) a cash-based earnout of up to $200,000 to be paid 12 months after the date of closing (the "Earnout"). The Earnout may be reduced on a pro-rata basis if WES' annual revenue for the 12-month period following the Closing Date is less than annual revenue for the 12-month period prior to the Closing Date. The Consideration Shares will be subject to a four-month hold period.

For the twelve-month period ending December 31, 2025, based on unaudited figures currently available, WES' revenues stood at approximately $950,000 with Adjusted EBITDA¹ of approximately $350,000.

WES' head office is located at 4147 Brinston Rd, Brinston, Ontario and works with municipalities and other operators to ensure safe, reliable and compliant water services.

About BluMetric Environmental Inc.

BluMetric Environmental Inc. is a publicly traded water technology and environmental engineering firm. BluMetric designs, fabricates, and delivers sustainable solutions to complex water and environmental challenges. The Company is supported by more than 335 employees across 16 offices and 3 manufacturing facilities, with over 50 years of history. Headquartered in Ottawa, Ontario, BluMetric's team of industry experts serves Commercial and Industrial, Government, Military, and Mining clients in North America and the Caribbean.

For more information, visit www.blumetric.ca or please contact:

Scott MacFabe, Chair and CEO  BluMetric Environmental Inc.  Tel: 1-877-487-8436 x242  Email: smacfabe@blumetric.ca	Dan Hilton, CFO BluMetric Environmental Inc.  Tel: 1-877-487-8436 x550 Email: dhilton@blumetric.ca
Brandon Chow, Principal & Founder Panolia Investor Relations Inc. Tel: 1-647-598-8815 Email: brandon@panoliair.com

 

Forward-Looking Statements

This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Such forward-looking statements relate to future events, conditions or future financial performance of ‎BluMetric based on future economic conditions and courses of action. All statements other ‎than statements of historical fact may be forward-looking statements. Such forward-looking statements ‎are often, but not always, identified by the use of any words such as "anticipate", "expect" and similar expressions. Specifically, this news release contains forward-looking statements relating to, but not limited to statements regarding: payment of the Earnout.

Forward-looking statements involve known and unknown risks, assumptions, ‎uncertainties and other factors that may cause actual results or events to differ materially from those ‎anticipated in such forward-looking statements. Material risk factors that could cause actual results to differ materially from the forward-looking statements contained in this news release include, among others, demand for BluMetric's products and services; general economic and market conditions; competition; and other risks set forth in the Company's most recent annual information form available on SEDAR+ at www.sedarplus.ca. The Company believes the expectations reflected in ‎the forward-looking statements are reasonable, but no assurance can be given that these expectations ‎will prove to be correct and such forward-looking statements included in this news release should not be ‎unduly relied upon.‎ Material factors and assumptions used to develop the forward-looking statements contained in this news release include, among others: the Company's ability to execute on its business plan; demand for the Company's products and services; operating assumptions; and financial projections and cost estimates. These foregoing lists are not exhaustive. Additional information on these and other factors which could affect the Company's operations or financial results are included in the Company's most recent annual information form, MD&A and other public documents on file with the Canadian Securities regulatory authorities on www.sedarplus.ca.

The forward-looking statements represent the Company's views as at the date of this news release. There can be no assurance that forward-looking statements will prove to be accurate, as actual events and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on any forward-looking statement. The Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

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

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¹ Adjusted EBITDA is a non-IFRS financial measure and should not be considered in isolation or as an alternative to net income, profit or loss, or any other measure presented in accordance with International Financial Reporting Standards (IFRS). Adjusted EBITDA has been defined by the Company as earnings before interest expense, income taxes, depreciation and amortization, and certain adjustments that may include, without limitation, restructuring and integration costs, impairment charges, share-based compensation, and other non-recurring or non-operating items, as applicable. The Company uses Adjusted EBITDA as a key performance indicator to assess operating performance and to enhance comparability of results across periods, but it may not be comparable to similarly titled measures used by other companies.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290946

FAQ

What did BluMetric (BLMWF) pay to acquire Whitteker Environmental Services on April 1, 2026?

BluMetric paid a total purchase price of $1,250,000 for WES in cash, shares and an earnout. According to the company, payment was $800,000 cash, 248,576 shares at $1.01 deemed price, and up to $200,000 earnout.

How will the WES acquisition affect BluMetric's recurring water testing services?

The acquisition expands BluMetric's recurring water testing and municipal services in Eastern Ontario. According to the company, WES provides multi-year water/wastewater operations and testing contracts complementary to BluMetric's professional services.

What were WES's reported revenue and EBITDA before the acquisition (12 months to Dec 31, 2025)?

WES reported approximately $950,000 in revenue and $350,000 Adjusted EBITDA for the 12-month period. According to the company, these figures are based on unaudited, currently available numbers.

How many BluMetric shares were issued as part of the WES deal and what restrictions apply?

BluMetric issued 248,576 common shares as consideration, subject to a four-month hold period. According to the company, the Consideration Shares were issued at a deemed price of $1.01 per share.

What is the structure and timing of the earnout in the BluMetric-WES transaction?

The earnout is a cash payment of up to $200,000, payable 12 months after closing and subject to revenue performance. According to the company, the earnout may be reduced pro rata if WES's post-closing annual revenue is lower than prior-year revenue.