BluMetric Closes Acquisition of DS Consultants

Executive Summary

• BluMetric Environmental Inc. completed its previously announced acquisition of DS Consultants Ltd., paying an aggregate purchase price of up to $22.5 million.
• The consideration consisted of a $10.5 million cash payment and the issuance of 5,245,468 common shares at a deemed price of $1.4298 per share, subject to a four‑month hold period.
• A cash‑based earnout of up to $4.5 million over three years is tied to DS Consultants achieving EBITDA targets of $4 M, $5 M and $6 M respectively; the purchase price also requires DS Consultants to retain net assets of at least $4 M.

Key Details

• Purchase Agreement Date: 1 December 2025.
• Total Purchase Price: Up to $22,500,000.
• Initial Cash Paid at Closing: $10,500,000.
• Equity Consideration: 5,245,468 BluMetric common shares issued at a deemed price of $1.4298 per share (based on the 30‑day VWAP on TSX‑V).
• Hold Period for Issued Shares: Four months from issuance.
• Earnout Structure: Cash payments up to $1,500,000 per year for three years, contingent on DS Consultants achieving EBITDA of $4 M (Year 1), $5 M (Year 2) and $6 M (Year 3).
• Asset Condition Requirement: DS Consultants must retain total assets net of liabilities of at least $4,000,000 at closing.
• No New Insider Created: The share issuance does not result in a new insider under securities regulations.
• Finder’s Fee: None payable by BluMetric.

Notable Quotes

(No executive quotes were included in the release.)