BluMetric Closes Acquisition of DS Consultants

Rhea-AI Summary

BluMetric (OTC:BLMWF) closed its acquisition of DS Consultants on December 10, 2025 for up to $22,500,000.

The purchase was satisfied at closing by an initial cash payment of $10,500,000 and issuance of 5,245,468 common shares at a deemed price of $1.4298 per share. A cash earnout of up to $1,500,000 per year for three years is payable subject to progressive EBITDA targets of $4.0M, $5.0M and $6.0M. The Purchase Price requires DS Consultants to retain net assets of at least $4.0M. Consideration shares were calculated using a 30-day VWAP on the TSX Venture Exchange and will be subject to a four-month hold period.

The transaction is arm's length, creates no new insider, and no finder's fee was payable.

Positive

• Total consideration capped at $22.5M
• Initial cash paid $10.5M
• Issued 5,245,468 shares at $1.4298
• Earnout aligned to EBITDA: $4M/$5M/$6M

Negative

• Earnout exposes $4.5M of contingent cash liability
• Purchase conditional on DS Consultants retaining $4.0M net assets
• Consideration shares dilute existing holders by issued shares

Ottawa, Ontario--(Newsfile Corp. - December 10, 2025) - BluMetric Environmental Inc. (TSXV: BLM) ("BluMetric" or the "Company"), a full-service environmental consulting and engineering cleantech firm, announced the closing of its previously announced acquisition of DS Consultants Ltd. ("DS Consultants").

Pursuant to the terms of the share purchase agreement dated December 1, 2025, BluMetric acquired all of the issued and outstanding shares of DS Consultants for the aggregate consideration of up to $22,500,000 (the "Purchase Price") which was satisfied on closing by the payment of (i) an initial cash payment by the Company of $10,500,000 and (ii) the issuance of 5,245,468 common shares of the Company (the "Consideration Shares") at a deemed price of $1.4298 per Consideration Share. The balance of the Purchase Price will be paid by way of a cash-based earnout paid over three years of a maximum of $1,500,000 annually, tied to progressive EBITDA targets of $4,000,000, $5,000,000 and $6,000,000. 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 was determined by the 30-day volume weighted average of the Company's common shares as traded on the TSX Venture Exchange (the "TSX-V"). The Consideration Shares will be subject to a four-month hold period.

The acquisition of DS Consultants is an arm's length transaction and the issuance of the Consideration Shares will not result in the creation of a new Insider. No finder's fee was payable by the Company.

About BluMetric Environmental Inc.

BluMetric Environmental Inc. is a publicly traded environmental consulting and engineering company with expertise across professional and trade disciplines and technologies that allow for the design, fabrication and delivery of sustainable solutions to environmental and water challenges. BluMetric has more than 200 employees operating in ten offices and over 45 years of expertise. Headquartered in Ottawa, Ontario, BluMetric's team of industry experts serves Commercial and Industrial, Military, Mining and Government clients.

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

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

Dan Hilton, CFO BluMetric Environmental Inc. Tel: 1-877-487-8436 x550 Email: dhilton@blumetric.ca

 

Forward-Looking Statements

Some of the statements in this press release, including those relating to the Company's quarterly and annual results, future products, opportunities and cost initiatives, strategies, and other statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions, are forward-looking statements within the meaning of applicable Canadian securities laws. Forward-looking statements include, without limitation, the information concerning possible or assumed future results of operations of the Company. These statements are not historical facts but instead represent only the Company's expectations, estimates, and projections regarding future events. By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. We caution readers of this news release not to place undue reliance on our forward-looking statements as a number of factors could cause actual results or conditions to differ materially from current expectations. Please refer to the risks set forth in the Company's most recent annual MD&A and the Company's continuous disclosure documents that can be found on SEDAR+ at www.sedarplus.ca. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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/277634

FAQ

What did BluMetric (BLMWF) pay to acquire DS Consultants on December 10, 2025?

BluMetric agreed up to $22,500,000, paid as $10,500,000 cash plus 5,245,468 shares and a potential three-year earnout.

How were the 5,245,468 consideration shares for BLMWF priced?

The Consideration Shares were issued at a deemed price of $1.4298 per share, determined by the 30-day VWAP on the TSX-V.

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

A cash-based earnout up to $1.5M annually for three years, payable on meeting EBITDA targets of $4M, $5M, and $6M.

Are the consideration shares from the BLMWF acquisition restricted?

Yes, the Consideration Shares are subject to a four-month hold period following issuance.

Does the DS Consultants acquisition create a new insider for BluMetric (BLMWF)?

No, the company announced the issuance of Consideration Shares will not result in the creation of a new insider.