Bemetals arranges deal to settle $2.02-million of debt

Ms. Kristen Reinertson reports BEMETALS ANNOUNCES SETTLEMENT OF ALL OUTSTANDING DEBT Bemetals Corp. has reached an agreement to settle $2,022,814 ($1,471,351 (U.S.) at an exchange rate of $1.00 (U.S.) to $1.3748 (Canadian)) in outstanding debt held by B2Gold Corp. through the issuance of 28,897,343 common shares of the company at a price of seven cents per common share. In connection with the debt settlement, B2Gold has agreed to forgive the remaining $4,414,054 (U.S.) of debt and accrued interest thereon owed to B2Gold (the debt forgiveness) in order to allow for the strengthening of Bemetals' balance sheet and enhance its financial flexibility for future growth initiatives. The company further announces that B2Gold is converting its $5.3-million of convertible debentures at 25 cents per common share, in accordance with the terms of the convertible debentures, into 21.2 million common shares and is converting $838,208 of accrued interest on the convertible debentures at 25 cents per common share, in accordance with the terms of the convertible debentures, into 3,352,832 common shares. The convertible debenture conversion has been previously approved by the TSX Venture Exchange. The debt settlement and convertible debenture interest conversion have been conditionally approved by the TSX-V and remain subject only to the final TSX-V approval bulletin, expected to be issued on Dec. 23, 2025. All securities issued in connection with the transactions are subject to a hold period under applicable Canadian securities laws and the policies of the TSX-V expiring four months and one day from the date of issuance, with such issuance to be completed immediately upon receipt of the TSX-V bulletin. Bemetals' chairman, Mark Connelly, stated: "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." The company also announces that Clive Johnson is stepping down from the board of directors of Bemetals but remains an adviser to the company. Bemetals will continue to advance independently under a board comprises seasoned mining professionals with a proven record in discovering, constructing and operating successful mines globally, many of whom worked closely with Mr. Johnson during the formative years of B2Gold. As a strategic investor, B2Gold will continue to provide technical expertise and support as required. Related party disclosure The debt settlement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security holders in Special Transactions as B2Gold is an insider of the company. The company is relying on the exemption from the requirement to obtain a formal valuation for the debt settlement based on Section 5.5(b) of MI 61-101 and the exemption from the requirement to obtain minority shareholder approval based on Section 5.7(1)(a) of MI 61-101. The company did not file a material change report related to the debt settlement more than 21 days before completion since the terms of the transaction was not determined until shortly prior to completion and the company wished to proceed with the debt settlement for the efficient continuation of its corporate strategy. Early warning disclosure Bemetals has been advised by B2Gold that it has entered into agreements pursuant to which the transactions will be implemented. Prior to completion of the transactions, B2Gold held 55,276,115 common shares of Bemetals, representing approximately 22.94 per cent of the outstanding common shares. Upon completion of the transactions, B2Gold will acquire 28,897,343 common shares in connection with the debt settlement, 21.2 million common shares from the convertible debenture conversion and 3,352,832 common shares from the convertible debenture interest conversion. Immediately following completion of the transactions, B2Gold will hold 108,726,290 common shares of Bemetals, representing approximately 36.93 per cent of the then outstanding 294,423,604 common shares of Bemetals and will no longer hold any convertible securities or debt of Bemetals. B2Gold has acquired the common shares for investment purposes pursuant to the transactions with Bemetals. B2Gold will evaluate its investment in Bemetals from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require through market transactions, private agreements or otherwise. The exemption relied on for the acquisition of the common shares under the transactions is Section 2.14 of National Instrument 45-106 -- Prospectus and Registration Exemptions. A copy of the early warning report filed by B2Gold in connection with the transactions will be available on Bemetals' SEDAR+ profile. B2Gold's head office is located at suite 3400 -- 666 Burrard St., Vancouver, B.C., V6C 2X8. About Bemetals Corp. Bemetals is a precious and base metals exploration and development company focused on advancing its portfolio of high-potential mineral projects. B2Gold is a strategic investor in the company, owning approximately 37 per cent of Bemetals' outstanding shares. The company plans to explore the Savant gold project in Northwestern Ontario, one of Canada's most prolific gold-producing regions which hosts several past producers as well as current operations, including the Red Lake and Musselwhite mines. The company also has the Pangeni copper project in the Zambian Copperbelt, with co-funding and technical partner JOGMEC. Here, the company has discovered copper mineralization with geological characteristics and intersected widths and grades similar to that of large-scale copper mines in the same region. Additionally, the company has its compelling Kazan gold exploration projects in Japan, while continuing to evaluate additional potential strategic acquisition opportunities. We seek Safe Harbor.