Bemetals arranges deal to settle $2.02-million of debt

Executive Summary

• Bemetals Corp. has reached a settlement agreement to eliminate all outstanding debt held by strategic investor B2Gold Corp., effectively becoming debt-free.
• The settlement involves the issuance of common shares to B2Gold at $0.07 per share to settle $2,022,814 in debt, with the remaining $4,414,054 in debt and accrued interest forgiven to strengthen Bemetals' balance sheet.
• Additionally, B2Gold is converting $5.3 million in convertible debentures and $838,208 in accrued interest into common shares at $0.25 per share, increasing B2Gold's ownership stake from approximately 22.94% to 36.93%.

Key Details

• Debt Settlement Terms:
  • Total outstanding debt settled: $2,022,814 ($1,471,351 USD).
  • Consideration: Issuance of 28,897,343 common shares at $0.07 per share.
  • Debt Forgiveness: B2Gold agreed to forgive the remaining $4,414,054 (USD) of debt and accrued interest to enhance Bemetals' financial flexibility.
• Convertible Debenture Conversion:
  • Principal Amount Converted: $5.3 million.
  • Accrued Interest Converted: $838,208.
  • Conversion Price: $0.25 per common share.
  • Shares Issued for Principal: 21,200,000 common shares.
  • Shares Issued for Interest: 3,352,832 common shares.
  • Status: Previously approved by the TSX Venture Exchange (TSX-V); subject to final TSX-V approval bulletin expected Dec. 23, 2025.
• Ownership Changes (Early Warning Disclosure):
  • Pre-transaction holding: B2Gold held 55,276,115 shares (~22.94% of outstanding).
  • Post-transaction holding: B2Gold will hold 108,726,290 shares (~36.93% of 294,423,604 outstanding shares).
  • B2Gold will no longer hold any convertible securities or debt of Bemetals.
• Regulatory and Legal Status:
  • The debt settlement is a related party transaction under Multilateral Instrument 61-101.
  • Exemptions relied upon: No formal valuation required (Section 5.5(b)) and no minority shareholder approval required (Section 5.7(1)(a)).
  • Hold Period: All securities issued are subject to a hold period of four months and one day from issuance under Canadian securities laws and TSX-V policies.
• Governance Changes:
  • Clive Johnson is stepping down from the Board of Directors but remains an adviser to the company.
  • The Board will continue to comprise seasoned mining professionals.

Notable Quotes

• "Following these transactions, Bemetals is now debt-free and unencumbered to continue to identify and advance high-quality exploration and development projects to support long-term value creation. We look forward to pursuing growth opportunities in the new year." — Mark Connelly, Chairman