Blumetric Environmental closes $14.99-million offering

Executive Summary

• Blumetric Environmental Inc. has closed a $15 million best-efforts brokered offering of common shares, raising approximately $15 million in gross proceeds.
• The net proceeds are designated to fund the cash portion of the acquisition of DS Consultants Ltd., a strategic acquisition announced in December 2025.
• The acquisition involves an aggregate consideration of up to $22.5 million, structured with an initial cash payment, equity issuance, and performance-based earnouts tied to EBITDA targets.

Key Details

• Financing Structure:

  • Gross Proceeds: $14,999,999.30 (approximately $15 million).
  • Shares Issued: 11,538,461 common shares.
  • Price Per Share: $1.30.
  • Agents: Clarus Securities Inc. and Raymond James Ltd. served as co-agents and co-bookrunners.
  • Agent Compensation:
    • Cash Fee: $899,999.96 (6.0% of gross proceeds).
    • Broker Warrants: 692,307 warrants issued to agents.
    • Warrant Terms: Each warrant entitles the holder to one common share at an exercise price of $1.30 for a period of 18 months from closing.
  • Use of Proceeds: To finance the cash portion of the DS Consultants acquisition, working capital, and general corporate purposes.
  • Jurisdictions: Offered in British Columbia, Alberta, Manitoba, Ontario, and New Brunswick via prospectus supplement dated Dec. 3, 2025, to the short form base shelf prospectus dated Nov. 18, 2025. Also offered in the US under Rule 144A.

• M&A Transaction (DS Consultants Ltd.):

  • Announcement Date: Dec. 1, 2025.
  • Expected Closing Date: Dec. 10, 2025.
  • Aggregate Consideration: Up to $22.5 million.
  • Consideration Structure:
    1. Initial Cash Payment: $10.5 million.
    2. Equity Issuance: $7.5 million in common shares (number determined by 30-day VWAP on TSX Venture Exchange).
    3. Earnout: Cash-based earnout paid over three years, up to $1.5 million annually.
  • Earnout Targets: Tied to progressive EBITDA targets of $4 million (Year 1), $5 million (Year 2), and $6 million (Year 3).
  • Closing Condition: DS Consultants must retain total assets net of total liabilities of at least $4 million.

• Target Company Profile:

  • Name: DS Consultants Ltd.
  • Services: Engineering consulting including geotechnical engineering, environmental services, hydrogeology, materials inspection/testing, instrumentation/monitoring, and building science.
  • Market: Land development and building construction cycle (due diligence, design/approvals, construction review).

Notable Quotes

• "We maintain a disciplined approach to acquisitions, continuously assessing opportunities that align with our strategic priorities... We have structured the purchase price for the acquisition of DS Consultants to include progressive earnout payments based on achieving EBITDA targets of $4-million, $5-million and $6-million in the first, second and third annual earnout periods following closing, respectively, consistent with our mutual expectations for the performance of DS Consultants going forward." — Scott MacFabe, CEO