Bedford Metals Announces Extension of Private Placement

NEWS RELEASE

BEDFORD METALS ANNOUNCES EXTENSION OF PRIVATE PLACEMENT

November 21, 2024—Bedford Metals Corp. (TSX-V: BFM, FWB: O8D, ISIN: CA0762301012) (the “Company” or “Bedford”) announces the TSX Venture Exchange (the “TSXV”) has approved an extension until December 6, 2024 to complete its non-brokered placement, previously announced on October 15, 2024, of up to 6,944,444 common shares of the Company (the “Offered Shares”) at a price of $0.72 per Offered Share for total gross proceeds of up to $5,000,000 (the “Offering”).

The Offering will be conducted pursuant to the listed issuer financing exemption under Part 5A of NI 45- 106 (the “Listed Issuer Financing Exemption”). The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. The Company has filed an amended and restated offering document dated October 22, 2024, (amending and restating the offering document dated October 15, 2024) which can be accessed under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.bedfordmetals.com. Prospective investors should read the amended and restated offering document before making an investment decision.

A director and officer of the Company subscribed for an aggregate of 27,777 Offered Shares in the second tranche of the Offering, as previously announced on November 12, 2024. The participation by such insider is a “related-party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).

In addition to the Offering, the Company is also continuing to conduct a non-brokered private placement of flow-through units (each, a “FT Unit”). Each FT Unit consists of one common share of the Company issued on a “flow-through” basis (each, a “FT Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). The Company closed its second tranche of the FT Unit private placement, as previously announced on November 12, 2024. Each Warrant entitles the holder to acquire one additional non flow-through common share at a price of $1.10 until November 8, 2025. Each FT Share will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada).

For further information, please contact the Company at [email protected] or 604-622-1199 or visit the Company’s website at www.bedfordmetals.com.

On behalf of the Board,

Bedford Metals Corp.

“Peter Born”

President

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release includes statements that contain “forward-looking information” within the meaning of the applicable Canadian securities legislation (“forward-looking statements”). All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statements that involves discussion with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always using phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward -looking statements relate, among other things to: the likelihood of completion of the Offering, the use of proceeds from sales from the Offering, the closing of the Offering and the ability to obtain the necessary regulatory authorizations and approvals.

These statements reflect the Company’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward–looking statements and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: precious metals price volatility; risks associated with the conduct of the Company’s mining activities in foreign jurisdictions; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; risks regarding exploration and mining activities; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; the ability of the communities in which the Company operates to manage and cope with the implications of public health crises; the economic and financial implications of public health crises, ongoing military conflicts and general economic factors to the Company; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities; the Company’s ability to successfully integrate acquired assets; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified under the caption “Risk Factors” in the Company’s public disclosure documents. Readers are cautioned against attributing undue certainty to forward– looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward–looking statements to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.