Bedford Metals Closes First Tranche of Flow-Through Private Placement

NEWS RELEASE

BEDFORD METALS CLOSES FIRST TRANCHE OF FLOW-THROUGH PRIVATE PLACEMENT

October 31, 2024—Bedford Metals Corp. (TSX-V: BFM, FWB: O8D, ISIN: CA0762301012) (the “Company”

or “ Bedford”) is pleased to announce that it has closed the first tranche of its non -brokered private

placement (the “ Offering”) of flow -through units (each, a “FT Unit”). In connection with closing of the

first tranche of the Offering, the Company issued 1,111,109 FT Units, at a price of $0.90 per FT Unit, for

gross proceeds of $ 999,998. Following closing of the first tranche of the Offering, the Company has

elected to increase the total size of the Offering and now anticipates offering up to 3,333,333 FT Units for

gross proceeds of up to $3,000,000.

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”). Each

Warrant entitles the holder to acquire one additional non flow-through common share at a price of $1.10

until October 31, 2025 . Each FT Share will qualify as a “flow -through share” within the meaning of

subsection 66(15) of the Income Tax Act (Canada).

In connection with completion of the first tranche of the Offering, the Company issued 138,888 common

shares and 111,110 Warrants to GloRes Securities Inc., who assisted by introducing the subscribers to the

Offering. The Company may pay additional finders’ fees in connection with closing of further tranches of

the Offering. All securities issued in connection with the first tranche of the Offering are sub ject to

restrictions on resale until March 1, 2025, in accordance with applicable securities laws. Completion of

further tranches of the Offering remains subject to the approval of the TSX Venture Exchange.

In addition to the Offering, the Company is also continuing to a conduct a non-brokered private placement

of non -flow-through common shares under the listed issuer financing exemption, as previously

announced on October 15, 2024.

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 eve nts 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 phra ses, 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 further tranches of the Offering, the use of proceeds from sales from 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, poli tical 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 t hat

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 acti vities; 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 implicatio ns 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 offi cers; 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.