BeMetals Closes Upsized Flow-Through Financing

Rhea-AI Summary

BeMetals (OTCQB:BMTLF) closed a non-brokered flow-through private placement on October 24, 2025, issuing 12,126,284 FT shares at $0.07 per share for gross proceeds of C$848,840.

The company intends to spend the proceeds on Canadian exploration expenses at the Savant Gold Project in Ontario, with Qualifying Expenditures to be incurred on or before December 31, 2026 and renounced to subscribers effective no later than December 31, 2025. Securities are subject to a hold period expiring on February 25, 2026.

The company paid aggregate cash finder's fees of $39,821, and certain directors subscribed for 1,785,000 FT shares (gross proceeds $124,950), creating a related party transaction for which the company relied on MI 61-101 exemptions.

Positive

• Gross proceeds of C$848,840 secured for exploration
• Funds earmarked for Savant Project exploration through Dec 31, 2026
• Renunciation to subscribers effective by Dec 31, 2025

Negative

• Issued 12,126,284 FT shares, causing shareholder dilution
• Hold period restricts liquidity until Feb 25, 2026
• Related party participation: directors bought 1,785,000 FT shares

VANCOUVER, BC / ACCESS Newswire / October 24, 2025 / BeMetals Corp. (TSXV:BMET)(OTCQB:BMTLF)(Frankfurt:1OI.F) (the "Company" or "BeMetals") is pleased to report it has closed its previously announced non-brokered private placement (the "Private Placement") by issuing 12,126,284 common shares of the Company that qualify as "flow-through shares", as defined in the Income Tax Act (Canada) (the "Tax Act"), (each, a "FT Share") at a price of $0.07 per FT Share for aggregate gross proceeds of C$848,840. The Company intends to use the gross proceeds of the Private Placement to incur Qualifying Expenditures (as defined below) on the Company's Savant Gold Project (the "Savant Project"), located in Ontario, Canada.

BeMetals Interim CEO, Kristen Reinertson commented, "We're very pleased with the steady progress at the Savant Gold Project. Initial reconnaissance mapping and sampling has recently been completed, and we plan to commence a high-resolution airborne magnetics survey as part of the current exploration program this Fall. These programs, together with a follow-up exploration campaign in spring 2026, are expected to refine and prioritize prospective areas across the property and help generate high-quality targets for future drilling."

The gross proceeds from the FT Shares will be used to incur eligible "Canadian exploration expenses" related to the Company's mineral project in Ontario that qualify as "flow-through mining expenditures" as both terms are defined in the Tax Act (the "Qualifying Expenditures"). Such Qualifying Expenditures will be incurred on or before December 31, 2026, and renounced to the benefit of subscribers with an effective date no later than December 31, 2025.

The securities issued pursuant to the Private Placement are subject to a hold period under applicable Canadian securities laws expiring on February 25, 2026. In connection with the Private Placement, the Company has paid cash finder's fees in the amount of $31,165 to Haywood Securities Inc., $6,976 to Eskar Capital Corporation and $1,680 to Ventum Financial Corp. in respect of certain sales under the Private Placement.

Certain directors of the Company subscribed for 1,785,000 FT Shares for gross proceeds of $124,950 as part of the Private Placement. Due to the participation by directors of the Company, a portion of the Private Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security holders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from the requirement to obtain a formal valuation for the private placement based on section 5.5(b) of MI 61-101 and the exemption from the requirement to obtain minority shareholder approved based on section 5.7(1)(b) of MI 61-101.

About BeMetals Corp.

BeMetals is a precious and base metals exploration and development company focused on advancing its portfolio of high-potential mineral projects. BeMetals is an affiliate company of B2Gold Corp. which currently owns approximately 24% of BeMetals outstanding shares. The Company plans to explore the Savant Gold Project in northwestern Ontario, one of Canada's most prolific gold-producing regions which hosts several past producers as well as current operations, including the Red Lake and Musselwhite mines. The Company also has the Pangeni Copper Project in the Zambian Copperbelt, with co-funding and technical partner JOGMEC. Here the Company has discovered copper mineralization with geological characteristics and intersected widths and grades similar to that of large-scale copper mines in the same region. Additionally, the Company has its compelling Kazan gold exploration projects in Japan, while continuing to evaluate additional potential strategic acquisition opportunities.

ON BEHALF OF BEMETALS CORP.

"Kristen Reinertson"

Kristen Reienrtson
Interim CEO, Director

For further information, please contact:

Derek Iwanaka
Vice President, Investor Relations & Corporate Development
Telephone: +1-604-928-2797
Email: diwanaka@bemetalscorp.com
Website: www.bemetalscorp.com

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 news release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking statements" and "forward looking information" (as defined under applicable securities laws), based on management's best estimates, assumptions and current expectations. Such statements include but are not limited to, statements with respect to the timing to renounce all Qualifying Expenditures in favour of the subscribers, and statements with respect to future exploration, development and advancement of the Savant Gold Project in Canada, the Kazan Gold Projects in Japan and the Pangeni Copper Project in Zambia, and the acquisition of additional base and/or precious metal projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "expects", "expected", "budgeted", "forecasts", "anticipates", "plans", "anticipates", "believes", "intends", "estimates", "projects", "aims", "potential", "goal", "objective", "prospective", and similar expressions, or that events or conditions "will", "would", "may", "can", "could" or "should" occur. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those expressed or implied by such statements, including but not limited to: the actual results of exploration activities, the availability of financing and/or cash flow to fund the current and future plans and expenditures, the ability of the Company to satisfy the conditions of the option agreement for the Pangeni Project, and changes in the world commodity markets or equity markets. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The forward-looking statements and forward looking information are made as of the date hereof and are qualified in their entirety by this cautionary statement. The Company disclaims any obligation to revise or update any such factors or to publicly announce the result of any revisions to any forward-looking statements or forward looking information contained herein to reflect future results, events or developments, except as require by law. Accordingly, readers should not place undue reliance on forward-looking statements and information. Please refer to the Company's most recent filings under its profile at www.sedarplus.ca for further information respecting the risks affecting the Company and its business.

SOURCE: BeMetals Corp.

View the original press release on ACCESS Newswire

FAQ

How much did BeMetals (BMTLF) raise in the October 24, 2025 flow-through financing?

BeMetals raised C$848,840 by issuing 12,126,284 flow-through shares at $0.07 each.

What will BeMetals (BMTLF) use the flow-through proceeds for and by when?

Proceeds will fund Canadian exploration expenses at the Savant Project, to be incurred on or before Dec 31, 2026.

When must BeMetals renounce the flow-through expenditures for BMTLF subscribers?

The company will renounce the Qualifying Expenditures to subscribers with an effective date no later than Dec 31, 2025.

Are the securities from BeMetals' flow-through placement tradable immediately?

No; the securities are subject to a hold period under Canadian law expiring on Feb 25, 2026.

Did insiders participate in BeMetals' (BMTLF) private placement?

Yes; certain directors subscribed for 1,785,000 FT shares for gross proceeds of $124,950.

How much did BeMetals pay in finder’s fees for the flow-through placement?

The company paid cash finder’s fees totaling $39,821 to three firms.