BluMetric Announces Closing of $15 Million Brokered Offering
Executive Summary
- BluMetric Environmental Inc. closed a best‑efforts brokered offering of 11,538,461 common shares at $1.30 per share, raising gross proceeds of $14,999,999.30.
- Proceeds will fund the cash portion of the previously announced acquisition of DS Consultants Ltd., which has an aggregate purchase price of up to $22,500,000, comprising a $10.5 M cash payment, $7.5 M in newly issued BluMetric shares, and a cash‑based earn‑out of up to $1.5 M per year for three years tied to EBITDA targets.
- The acquisition is expected to close on December 10, 2025 (or earlier/later by agreement).
Key Details
- Offering size: 11,538,461 common shares
- Price per share: $1.30
- Gross proceeds: $14,999,999.30
- Lead agents: Clarus Securities Inc. and Raymond James Ltd. (co‑agents & co‑book runners)
- Agent compensation: Cash fee of $899,999.96 (6.0% of gross proceeds) plus issuance of 692,307 broker warrants (each warrant for one share at $1.30 exercise price, exercisable for 18 months).
- Use of proceeds: Fund cash portion of DS Consultants acquisition; working capital and general corporate purposes.
Acquisition of DS Consultants Ltd.:
Announcement date: December 1, 2025 (share purchase agreement)
Total consideration: Up to $22,500,000
* Cash payment at closing: $10,500,000
* Consideration shares: $7,500,000 worth of BluMetric common shares (number based on 30‑day VWAP of TSX‑V price)
* Earn‑out: Cash payments up to $1,500,000 annually for three years, contingent on meeting progressive EBITDA targets ($4 M, $5 M, $6 M).
Closing condition: DS Consultants must retain net assets (assets – liabilities) of at least $4,000,000.
Expected closing date: December 10, 2025 (or earlier/later by mutual agreement).
Company statements:
“We maintain a disciplined approach to acquisitions… We have structured the purchase price … to include progressive earn‑out payments based on achieving EBITDA targets of $4 M, $5 M and $6 M in the first, second and third annual earn‑out periods…” – Scott MacFabe, CEO
Notable Quotes
- “Our current pipeline is strong, comprising opportunities that we expect to be accretive to the Company.” – Scott MacFabe, Chair & CEO
- “We remain committed to focusing on deploying capital into opportunities valued at approximately four to six times EBITDA.” – Scott MacFabe, Chair & CEO