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

News Market Reaction – BLMWF

+4.89%

1 alert

+4.89% News Effect

On the day this news was published, BLMWF gained 4.89%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Total purchase price: $22,500,000 Initial cash payment: $10,500,000 Consideration Shares: 5,245,468 shares +5 more

8 metrics

Total purchase price $22,500,000 Aggregate consideration for DS Consultants acquisition

Initial cash payment $10,500,000 Cash portion of consideration paid at closing

Consideration Shares 5,245,468 shares Common shares issued as part of acquisition consideration

Share issue price $1.4298 per share Deemed price for Consideration Shares

Annual earnout cap $1,500,000 per year Maximum yearly earnout over three years

EBITDA targets $4,000,000 / $5,000,000 / $6,000,000 Progressive EBITDA thresholds tied to earnout payments

Net assets condition $4,000,000 Minimum DS Consultants net assets at closing

Share hold period 4 months Mandatory hold on Consideration Shares post-closing

Market Reality Check

Price: $0.6741 Vol: Volume 15000 is 1.96x the...

high vol

$0.6741 Last Close

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

Technical Price 0.9449 is above the 200-day MA of 0.89 and 25.01% below the 52-week high of 1.26, while sitting 86.3% above the 52-week low of 0.5072.

Peers on Argus

Peers show mixed moves: several names are down (e.g., one peer at -7.84%, others...

Peers show mixed moves: several names are down (e.g., one peer at -7.84%, others at -3.57% and -2.5%), while another is sharply higher at +20%. With no peers in the momentum scanner and no same-day peer news, today’s action in BLMWF appears more company-specific to the acquisition close than part of a broad sector trend.

Historical Context

5 past events · Latest: Dec 09 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	Equity offering	Neutral	+2.2%	Best-efforts brokered share offering to raise capital for acquisition funding.
Nov 19	Capital framework	Positive	+5.0%	Final short-form base prospectus to allow up to $50M in future securities.
Oct 27	New contracts	Positive	+5.8%	Announcement of $2.6M in WaterTech and environmental engineering contracts in Ontario.
Oct 01	Strategic MOU	Positive	-3.8%	Defence-focused MOU with DNG Defence to advance sustainable supply chains.
Sep 30	Board change	Positive	+8.0%	Appointment of M&A-experienced director Stephan May to the board.

Pattern Detected

Recent company-specific announcements, including financings, contracts and governance changes, have more often been met with positive price reactions, with only one notable negative divergence.

Recent Company History

Over the last few months, BluMetric has combined capital-raising, strategic contracts and governance moves ahead of this acquisition. On Dec 9, 2025, it closed a brokered equity offering of 11,538,461 shares for $14,999,999.30 in gross proceeds, partly to fund the DS Consultants purchase. In mid-November, it filed a Canadian base prospectus enabling up to $50 million in securities over 25 months. Earlier, it announced $2.6 million in mining-related contracts and a defence-focused MOU, plus a board appointment highlighting M&A experience.

Market Pulse Summary

This announcement finalizes BluMetric’s acquisition of DS Consultants with total consideration up to...

Analysis

This announcement finalizes BluMetric’s acquisition of DS Consultants with total consideration up to $22,500,000, combining cash, 5,245,468 shares at $1.4298, and an earnout structure tied to EBITDA targets of $4M, $5M and $6M. It follows a recent equity financing and prior contract wins, underscoring a growth and M&A-driven strategy. Investors may watch integration progress, earnout performance against those EBITDA thresholds, and any impact from the four-month hold on new shares.

Key Terms

ebitda, earnout, volume weighted average, arm's length transaction

4 terms

ebitda financial

"tied to progressive EBITDA targets of $4,000,000, $5,000,000 and $6,000,000."

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.

earnout financial

"cash-based earnout paid over three years of a maximum of $1,500,000 annually"

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.

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.

arm's length transaction regulatory

"The acquisition of DS Consultants is an arm's length transaction"

An arm's length transaction is a deal made between independent parties who each act in their own interest, ensuring the price and terms reflect fair market value rather than favoritism. Investors care because these transactions reduce conflicts of interest and give a clearer picture of a company’s worth and performance — like buying a car from a stranger rather than from a close friend or family member, which is more likely to show true market price.

AI-generated analysis. Not financial advice.

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.