BWR Exploration Inc. Enters into an Amalgamation Agreement with Electro Metals and Mining Inc.

Executive Summary

• BWR Exploration Inc. entered into an amalgamation agreement with Electro Metals and Mining Inc., creating a new combined entity (proposed name: Electro Metals Corp.) pending shareholder, regulatory and financing approvals.
• The transaction includes a 9.5‑to‑1 reverse share consolidation for BWR, issuance of post‑consolidation shares to Electro shareholders, and two concurrent financings expected to raise up to $3.75 M (hard‑dollar units and flow‑through units).
• Upon closing, former BWR shareholders will own ~26% and Electro shareholders ~74% of the combined company; a new board of seven directors and senior management team were outlined.

Key Details

• Amalgamation Structure
• Subco (BWR subsidiary) will amalgamate with Electro; resulting entity to be wholly‑owned by BWR.
• Reverse consolidation: 1 post‑consolidation BWR share for every 9.5 pre‑consolidation shares → ~13.42 M post‑consolidation shares outstanding.

• Ownership after closing: ≈26% BWR shareholders, ≈74% Electro shareholders.

• Share Exchange & Valuation

• Post‑consolidation BWR share deemed value: $0.021 per share (vs. pre‑consolidation $0.01).
• Electro ordinary shares valued at $0.20 each for the purpose of the exchange.

• BWR will issue one post‑consolidation share to each Electro shareholder (subject to adjustment).

• Concurrent Financings

• Hard‑Dollar Units – up to $1.5 M, price $0.20 per unit; each unit = 1 Electro ordinary share + 1 warrant (exercise at $0.25 for two years).
• Flow‑Through Units – up to $2.25 M, each unit = 1 flow‑through ordinary share + ½ warrant (exercise at $0.35 for three years).

• Minimum combined raise: $1.75 M; maximum: $2.25 M.

• Bridge Financings (already completed)

• Electro raised $150 k via 937,500 units @ $0.16 each (June 4 2025).

• BWR raised $90 k in two tranches (first tranche hold until June 7 2025; second tranche hold until Oct 5 2025).

• Use of Proceeds

• Fund near‑term commitments, audit and transaction fees, property work‑overs, and advance the amalgamation.

• Governance Post‑Combination

• Board: 4 Electro nominees, 3 BWR nominees.

• Management: Daryl Hodges (CEO), Neil Novak (President), Paul Nagerl (VP Exploration), Rob Suttie (CFO), Carmen Diges (Corporate Secretary).

• Shareholder Approval & Closing Conditions

• Required approvals: shareholder vote, TSXV acceptance, regulatory clearance, successful completion of concurrent financings.

• Trading of BWR shares expected to resume on market open, Monday August 25 2025.

• Financial Snapshot (Electro – unaudited)

• Cash as of June 30 2025: $23,327; liabilities (accounts payable): $196,307.

• Net loss for six months ended June 30 2025: $(813,637).

• Finder’s Fees

• Up to 7% cash and 7% warrants of the private placement securities may be paid to third‑party introducers.

Notable Quotes

“We are happy to enter into this transaction to continue our pivot toward advanced critical metals projects… the addition of highly talented management, and exploration pipeline… makes this a compelling business combination.” – Neil Novak, CEO, BWR

“The addition of highly talented management, and exploration pipeline of critical metals to complement our advanced Fabie‑Magusi project… makes this a compelling business combination.” – Daryl Hodges, CEO, Electro Metals

This release contains forward‑looking statements regarding the proposed amalgamation, financing terms, ownership structure, and future operations.