BluMetric Announces Closing of $15 Million Brokered Offering

Rhea-AI Summary

BluMetric (OTCQX: BLMWF) closed a best-efforts brokered offering of 11,538,461 common shares at $1.30 per share for aggregate gross proceeds of $14,999,999.30 on December 9, 2025.

The company paid agents a 6.0% cash fee of $899,999.96 and issued 692,307 broker warrants exercisable at $1.30 for 18 months. Net proceeds will partly fund the previously announced acquisition of DS Consultants, which has a maximum purchase price of $22,500,000 composed of $10,500,000 cash, $7,500,000 in shares and up to $1,500,000 annual earnouts tied to EBITDA targets of $4M, $5M and $6M over three years.

Positive

• Gross offering proceeds of $14,999,999.30
• Offered 11,538,461 shares at $1.30 per share
• Acquisition structure up to $22,500,000 with cash and equity
• Earnout aligned to $4M/$5M/$6M EBITDA targets

Negative

• Agents fee equal to $899,999.96 (6.0% of proceeds)
• Issued 692,307 broker warrants (potential dilution)
• Initial cash payment of $10,500,000 reduces cash reserves
• Purchase conditional on DS Consultants retaining $4,000,000 net assets

News Market Reaction

+2.16%

1 alert

+2.16% News Effect

On the day this news was published, BLMWF gained 2.16%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Offered Shares: 11,538,461 shares Offering Price: $1.30 per share Gross Proceeds: $14,999,999.30 +5 more

8 metrics

Offered Shares 11,538,461 shares Common shares issued in brokered offering at $1.30

Offering Price $1.30 per share Price per Offered Share in brokered financing

Gross Proceeds $14,999,999.30 Aggregate gross proceeds from brokered offering

Agent Cash Fee $899,999.96 6.0% cash fee on gross proceeds paid to agents

Broker Warrants 692,307 warrants Broker warrants at $1.30 exercise price, 18-month term

DS Purchase Price $22,500,000 Maximum aggregate consideration for DS Consultants acquisition

Initial Cash Payment $10,500,000 Cash component of DS Consultants purchase price

Consideration Shares $7,500,000 in shares Equity portion of DS Consultants purchase price

Market Reality Check

Price: $1.02 Vol: Volume 15000 is about 1.9...

high vol

$1.02 Last Close

Volume Volume 15000 is about 1.96x the 20-day average of 7661, indicating elevated trading interest ahead of the offering close. high

Technical Shares at 0.9449 are trading above the 200-day MA of 0.89, despite dilution from new equity.

Peers on Argus

Sector peers showed mixed moves: ROOOF up 0.82%, while GCEI, ECLMF and OCLN decl...

Sector peers showed mixed moves: ROOOF up 0.82%, while GCEI, ECLMF and OCLN declined, and TESI was flat. This contrasts with BLMWF’s essentially unchanged move of -0.01%, suggesting the offering news was stock-specific rather than part of a coordinated sector move.

Common Catalyst Another peer, Northstar, also highlighted working capital initiatives, indicating some capital-raising focus among related names.

Historical Context

5 past events · Latest: Dec 09 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	Brokered offering	Negative	+2.2%	Closed equity financing to fund DS Consultants acquisition and general purposes.
Nov 19	Shelf prospectus	Positive	+5.0%	Final base shelf prospectus enabling up to $50M of future securities issuance.
Oct 27	New contracts	Positive	+5.8%	Announced $2.6M in WaterTech and engineering contracts with mining operators.
Oct 01	Strategic MOU	Positive	-3.8%	Signed MOU with DNG Defence to collaborate on defence-focused water solutions.
Sep 30	Board change	Positive	+8.0%	Appointed M&A-focused director with extensive transactional experience to board.

Pattern Detected

Recent news, including contracts and financing tools, often coincided with positive price reactions, even when announcements involved potential dilution or capital structure changes.

Recent Company History

Over the last few months, BluMetric reported several capital and growth milestones. On Sep 30, 2025, it added an M&A-focused director, followed by an MOU with DNG Defence on Oct 1. New mining-related contracts worth $2.6M were announced on Oct 27. A final base shelf prospectus for up to $50M was filed on Nov 19. Today’s $14,999,999.30 brokered equity financing directly builds on that shelf to fund the DS Consultants acquisition.

Market Pulse Summary

This announcement detailed the closing of a $14,999,999.30 brokered equity offering, issuing 11,538,...

Analysis

This announcement detailed the closing of a $14,999,999.30 brokered equity offering, issuing 11,538,461 shares and broker warrants to help fund the up-to-$22,500,000 acquisition of DS Consultants. It follows earlier steps to expand capital flexibility and pursue growth. Investors may watch how DS Consultants performs versus EBITDA earnout targets of $4M, $5M and $6M, and how BluMetric balances dilution from new equity against the acquisition’s strategic and financial contributions.

Key Terms

prospectus supplement, short form base shelf prospectus, broker warrants, earnout, +4 more

8 terms

prospectus supplement regulatory

"Offered Shares were offered... pursuant to a prospectus supplement dated December 3, 2025"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

short form base shelf prospectus regulatory

"to the short form base shelf prospectus of the Company dated November 18, 2025"

A short form base shelf prospectus is a pre-approved, reusable document that lets a company register a pool of securities (like stocks or bonds) it can sell over time without repeating a full disclosure process each time. Think of it as a menu the company files once so it can quickly offer items from that menu later; investors care because it speeds up capital raises, can dilute existing holdings, and signals the company’s ability to access funding when needed.

broker warrants financial

"issued to the Agents 692,307 broker warrants (the "Broker Warrants")"

Broker warrants are short-term coupons given to underwriters or brokers during a share sale that let them buy company stock at a fixed price before a set date. They matter to investors because exercising those coupons can increase the number of shares outstanding, diluting existing holdings, and they create potential future selling pressure or upside depending on whether the exercise price is attractive—like a temporary option to buy at a discount.

earnout financial

"and (iii) a cash-based earnout paid over three years to a maximum of $1,500,000"

An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.

ebitda financial

"tied to progressive EBITDA targets. The Purchase Price is subject to DS Consultants"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

volume weighted average financial

"determined by the 30-day volume weighted average of the Company's common shares"

A volume weighted average is an average that gives more weight to values accompanied by larger quantities—so higher-volume trades or measurements pull the average closer to the prices where more activity happened. For investors, it reveals the price level that most trading actually supported, helping judge whether a trade or price move was driven by substantial participation or by a few small trades, much like averaging grades where final exams count more than short quizzes.

Rule 144A regulatory

"pursuant to Rule 144A under the United States Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

""United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act."

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

Ottawa, Ontario--(Newsfile Corp. - December 9, 2025) - BluMetric Environmental Inc. (TSXV: BLM) (OTCQX: BLMWF) ("BluMetric" or the "Company"), an engineering WaterTech and full-service environmental consulting firm, is pleased to announce that the Company has closed its previously announced best-efforts brokered offering of 11,538,461 common shares of the Company (the "Offered Shares") at a price of $1.30 per Offered Share for aggregate gross proceeds of $14,999,999.30 (the "Offering"). The offering was led by Clarus Securities Inc. and Raymond James Ltd. (together, the "Agents"), as co-agents and co-book runners.

The Offered Shares were offered in the provinces of British Columbia, Alberta, Manitoba, Ontario and New Brunswick pursuant to a prospectus supplement dated December 3, 2025 (the "Prospectus Supplement") to the short form base shelf prospectus of the Company dated November 18, 2025 (the "Shelf Prospectus"). The Offered Shares were also offered in the United States or to "qualified institutional buyers" pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or in such other manner as to not require registration under the U.S. Securities Act or any applicable securities laws of any state of the United States. Copies of the Shelf Prospectus and the Supplement can be found the Company's profile on SEDAR+ at www.sedarplus.ca.

In consideration for the services rendered in connection with the Offering, the Company paid the Agents a cash fee equal to $899,999.96 representing 6.0% of the gross proceeds of the Offering and issued to the Agents 692,307 broker warrants (the "Broker Warrants") equal in number to 6.0% of the number of Offered Shares issued under the Offering. Each Broker Warrant entitles the Agent to one (1) common share of the Company at an exercise price of $1.30 for a period of 18 months from the date of closing.

Proceeds from the Offering will be used to fund the cash portion of the purchase price of the previously announced acquisition of DS Consultants Ltd. ("DS Consultants") and for working capital and general corporate purposes.

The acquisition of DS Consultants was announced December 1, 2025. Pursuant to a share purchase agreement dated December 1, 2025, the Company agreed to acquire all of the issued and outstanding shares of DS Consultants for the aggregate consideration of up to $22,500,000 (the "Purchase Price"), which will be satisfied through: (i) an initial cash payment by the Company of $10,500,000; (ii) the issuance of $7,500,000 of common shares of the Company (the "Consideration Shares"); and (iii) a cash-based earnout paid over three years to a maximum of $1,500,000 annually, tied to progressive EBITDA targets. The Purchase Price is subject to DS Consultants retaining total assets net of total liabilities of at least $4,000,000. The number of Consideration Shares paid to the vendors on the closing shall be determined by the 30-day volume weighted average of the Company's common shares as traded on the TSX Venture Exchange (the "TSX-V").

"We maintain a disciplined approach to acquisitions, continuously assessing opportunities that align with our strategic priorities," said Scott MacFabe, BluMetric's CEO. "Our current pipeline is strong, comprising opportunities that we expect to be accretive to the Company. We have structured the purchase price for the acquisition of DS Consultants to include progressive earn-out payments based on achieving EBITDA targets of $4 million, $5 million and $6 million in the first, second and third annual earn-out periods following closing, respectively, consistent with our mutual expectations for the performance of DS Consultants going forward. We remain committed to focusing on deploying capital into opportunities valued at approximately four to six times EBITDA."

DS Consultants provides engineering consulting services in the areas of geotechnical engineering, environmental services, hydrogeology, materials inspection and testing, instrumentation and monitoring, and building science. Its services are provided throughout the land development and building construction cycle, including pre-purchase due diligence, design and approvals support, and construction-stage review.

The acquisition of DS Consultants Ltd. is expected to close on December 10, 2025 or such earlier or later date as the parties may agree.

The securities referred to in this news release have not been, nor will they be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

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 230 employees across 11 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.

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", "budget", ‎‎"plan", "goal", "expect" and similar expressions. Specifically, this news release contains forward-looking statements relating to, but not limited to: statements regarding: obtaining all necessary regulatory approvals, including the final acceptance of the Offering by the TSX-V; the listing of the common shares on the TSX-V; and the intended use of the net proceeds of the Offering; and the timing of the closing of the acquisition of DS Consultants.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277430

FAQ

How many shares did BluMetric (BLMWF) sell in the December 9, 2025 offering?

BluMetric sold 11,538,461 common shares at $1.30 per share.

What were the gross proceeds and fees for BluMetric's December 9, 2025 offering (BLMWF)?

Gross proceeds were $14,999,999.30; agents received a $899,999.96 cash fee (6.0%).

How will BluMetric use the proceeds from the $15 million offering (BLMWF)?

Proceeds will fund the cash portion of the DS Consultants acquisition and provide working capital.

What is the total purchase price and payment structure for BluMetric's acquisition of DS Consultants?

Up to $22,500,000: $10,500,000 cash, $7,500,000 in shares, and up to $1,500,000 annual earnouts for three years.

What are the earnout targets tied to the DS Consultants acquisition by BluMetric (BLMWF)?

Earnouts are tied to achieving EBITDA of $4M, $5M and $6M in years one, two and three, respectively.

How many broker warrants were issued in BluMetric's offering and what are the terms?

The company issued 692,307 broker warrants, each exercisable for one share at $1.30 for 18 months.