BluMetric Announces Acquisition of DS Consultants and $15 Million Brokered Offering

Executive Summary

• BluMetric Environmental Inc. entered into a definitive Share Purchase Agreement to acquire 100% of DS Consultants Inc. for up to $22.5 M.
• The acquisition will be funded partially by an equity offering of up to 11,538,461 common shares at $1.30 per share, targeting gross proceeds of $15 M (up to $17.25 M if the over‑allotment option is exercised).
• Proceeds from the offering will cover the cash portion of the purchase price and provide working capital/general corporate purposes, positioning BluMetric for expanded engineering services in the Greater Toronto Area.

Key Details

• Purchase Price: Up to $22,500,000, comprised of:
• Initial cash payment of $10.5 M.
• Issuance of $7.5 M worth of BluMetric common shares (the “Consideration Shares”).
• Cash‑based earnout up to $1.5 M per year for three years, tied to progressive EBITDA targets.
• Closing Conditions: DS Consultants must retain net assets ≥ $4,000,000; closing subject to customary conditions and TSX‑V acceptance.
• Consideration Shares: Number determined by the 30‑day VWAP of BluMetric’s TSX‑V common shares; subject to a four‑month hold period.
• DS Consultants Profile: Engineering consulting firm (geotechnical, environmental, hydrogeology, etc.) with ~155 employees in Ontario.
• Equity Offering Terms:
• Up to 11,538,461 common shares at $1.30 each → gross proceeds up to $15 M.
• Expected closing around December 9, 2025 (subject to regulatory approvals).
• Agents’ over‑allotment option for an additional 1,730,769 shares (30‑day window post‑closing), potentially raising total gross proceeds to ≈$17.25 M.
• Use of Proceeds: Fund the cash portion of the DS Acquisition purchase price; remainder for working capital and general corporate purposes.
• Agent Compensation: 6% cash fee on gross proceeds plus broker warrants equal to 6% of shares issued.
• Regulatory Filings: Prospectus supplement filed in BC, AB, MB, ON, NB within two business days; offering made under Canadian shelf prospectus and U.S. Rule 144A where applicable.

Notable Quotes

“Professional Services are central to BluMetric’s success, and acquiring DS Consultants further enhances both our overall expertise and strengthens our position in the Greater Toronto Area,” – Scott MacFabe, CEO & Chair, BluMetric Environmental Inc.

Materiality Assessment: Material – Positive (significant acquisition funded by a sizable equity raise that expands market presence and capabilities).