Bedford Metals Announces Convertible Debenture Offering and Debt Settlement

BEDFORD METALS CORP.

Suite 313, 515 West Pender Street

Vancouver, British Columbia

V6B 6H5

NEWS RELEASE

BEDFORD METALS ANNOUNCES CONVERTIBLE DEBENTURE OFFERING

AND DEBT SETTLEMENT

November 11, 2022 – Vancouver, British Columbia – Bedford Metals Corp. (the “Company”)

(TSXV: BFM) announces that it will undertake a non-brokered private placement (the

“Offering”) of up to 1,000 convertible debentures units (the “Debenture Units”) at a price of

$1,000 per Debenture Unit for gross proceeds of up to $1,000,000.

Each Debenture Unit will consist of: (i) one unsecured convertible debenture (each, a

“Convertible Debenture”) in the principal amount of $1,000 maturing sixty months (the

“Maturity Date”) from the closing of the Offering; and (ii) 12,500 detachable common share

purchase warrants of the Company (each, a “Warrant”). Each Convertible Debenture will bear

interest at a rate of eight percent per annum, payable upon the Maturity Date. Each Warrant will

entitle the holder purchase one common share of the Company at a price of $0.10 for a period

of sixty months from the closing of the Offering.

The principal amount of the Convertible Debentures will be convertible into common shares of

the Company (each, a “Conversion Share”), at the option of the holder, at a rate of one

Conversion Share for every $0.08 of outstanding indebtedness during the initial twelve months

following closing of the Offering and at a rate of one Conversion Share for every $0.10

thereafter.

The proceeds of the Offering will be utilized by the Company for general working capital

purposes and to complete planned fieldwork at its wholly-owned Margurete Gold Project,

located at Phillips Arms in southwestern British Columbia. In connection with completion of the

Offering, the Company may pay finders’ fees to eligible third-parties who have introduced

subscribers to the Company.

Debt Settlement

The Company also announces that it has reached an agreement with an arms-length creditor

(the “Creditor”) to settle (the “Debt Settlement”) outstanding indebtedness (the

“Indebtedness”) totaling $410,482.15 through the issuance of Debenture Units which will

include a Convertible Debenture with an equivalent principal amount. T he Indebtedness

represents funds previously advanced to the Company by the Creditor, along with accrued

interest, and which were utilized by the Company for general working capital purposes.

All securities issued in connection with the Offering and the Debt Settlement will be subject to a

statutory hold period for four-months-and-one-day in accordance with applicable securities laws.

Completion of the Offering and the Debt Settlement remain subject to the approval of the TSX

Venture Exchange and are expected to be completed concurrently.

- 2 -

For further information, contact Peter Born at [email protected].

On behalf of the Board,

Bedford Metals Corp.

Peter Born, Chief Executive Officer

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.

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private

Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. W hen or if used in this news

release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar

words or expressions identify forward-looking statements or information. T hese forward-looking statements or

information may relate to the anticipated completion of the Offering, the intended use of proceeds from the Offering,

and other factors or information. S uch statements represent the Company’s current views with respect to future

events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by

the Company, are inherently subject to significant business, economic, competitive, political and social risks,

contingencies and uncertainties. Many factors, both known and unknown, could cause 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. The Company does not intend, and does not assume any obligation,

to update these forward-looking statements or information to reflect changes in assumptions or changes in

circumstances or any other events affecting such statements and information other than as required by applicable

laws, rules and regulations.