Bemetal closes $848,840 FT private placement

Executive Summary

• Bemetals Corp. has closed an upsized, non-brokered private placement of flow-through shares, raising aggregate gross proceeds of $848,840.
• The company issued 12,126,284 common shares qualifying as flow-through shares at a price of $0.07 per share.
• Proceeds are designated for qualifying Canadian exploration expenditures on the Savant gold project in Ontario, with expenditures to be incurred by December 31, 2026.

Key Details

• Transaction Structure: Non-brokered private placement of flow-through shares (FT shares) as defined in the Income Tax Act (Canada).
• Shares Issued: 12,126,284 common shares.
• Price Per Share: $0.07 CAD.
• Gross Proceeds: $848,840 CAD.
• Use of Proceeds: To incur qualifying expenditures on the Savant gold project in Ontario, Canada.
• Expenditure Timeline: Qualifying expenditures must be incurred on or before December 31, 2026.
• Renunciation Date: Flow-through tax benefits to be renounced to subscribers with an effective date no later than December 31, 2025.
• Hold Period: Securities are subject to a hold period under Canadian securities laws expiring on February 25, 2026.
• Finder’s Fees: Cash fees paid totaling $39,821 CAD:
  • Haywood Securities Inc.: $31,165
  • Eskar Capital Corp.: $6,976
  • Ventum Financial Corp.: $1,680
• Director Participation: Certain directors subscribed for 1,785,000 FT shares for gross proceeds of $124,950.
• Regulatory Exemptions: The transaction constitutes a related party transaction under Multilateral Instrument 61-101. The company relied on exemptions from the formal valuation requirement (Section 5.5(b)) and minority shareholder approval requirement (Section 5.7(1)(b)).

Notable Quotes

• "We're very pleased with the steady progress at the Savant gold project. Initial reconnaissance mapping and sampling has recently been completed, and we plan to commence a high-resolution airborne magnetics survey as part of the current exploration program this fall. These programs, together with a follow-up exploration campaign in spring 2026, are expected to refine and prioritize prospective areas across the property and help generate high-quality targets for future drilling." — Kristen Reinertson, Interim Chief Executive Officer