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BWR.V ·

BWR Exploration Inc. Provides an Update ON Bridge Financing Pursuant to a Business Combination Transaction with Electro Metals and Mining Inc.

Financings Mergers & Acquisitions

BWR EXPLORATION INC. PROVIDES AN UPDATE ON

BRIDGE FINANCING PURSUANT TO A

BUSINESS COMBINATION TRANSACTION WITH

ELECTRO METALS AND MINING INC.

Toronto, Ontario, February 14, 2025 - BWR Exploration Inc . ( BWR.V TSX .V) (“BWR”), is pleased to

announce that as per the previously announced Bridge Financing regarding a proposed business

combination with Electro Metals and Mining Inc. (“ Electro”), a federally registered private company ,

Electro has raised $126,000, exceeding its minimum raise of $120,000 , having issued 787,500 units at

$0.16 (see news release dated December 27, 2024) . Electro has made the annual option payment of

$100,000 to the Optionor of the Magusi -Fabie Bay property and issued 4 million shares of its capital to

the Optionor, thus satisfying the January 31, 2025, deadline, which is one of the conditions precedent to

the proposed reverse take-over transaction (“RTO”) between Electro and BWR announced on December

27, 2024 . Electro continues to discuss further potential subscriptions for equity to cover its costs related

to the business combination process.

BWR continues with its Bridge Financing efforts to raise a minimum $100,000 (5 million units ) and a

maximum of $180,000 (9 million units) at $0.02 per unit . BWR will report to shareholders when it has

reached its minimum threshold. BWR has closed its first tranche of its Bridge Financing raising $40,000.

The units contain a four-month and one day hold period set to expire on June 7, 2025. The proceeds will

be used to cover costs related to the proposed business combination.

The Transaction

As reported and detailed in the December 27, 2024 press release, it is intended that BWR and Electro will

be entering into a business combination by way of a reverse takeover (“RTO”), to be structured as a share

exchange or other similar for m of transaction, that would result in Electro and all of its subsidiaries and

affiliates becoming directly or indirectly wholly -owned subsidiaries of BWR (the “ Resulting Issuer”). The

parties agree, however, that the final structure of the business combination is subject to receipt by the

parties of satisfactory tax, corporate and securities law advice in each party’s sole discretion. The

Transaction is an arm’s length transaction.

Further details of the Transaction and definitive agreement will be disclosed in due course. In accordance

with the policies of the Toronto Venture Exchange (“TSXV”), trading of BWR shares has been halted as a

result of the December 27, 2024 announcement and will not resume trading until such time as the TSXV

determines according to its policies including, the issuance of a comprehensive news release announcing

that amongst other conditions that a definitive agreement has been reached between BWR and Electro.

Private Placements

It was a condition of completion of the Transaction that each of each of BWR and Electro complete a unit

financing to raise a minimum of $220,000 up to a combined $300,000 for immediate use for near term

commitments and to advance the Transaction (the “Bridge Financings”). BWR and Electro have raised an

aggregate of $166,000, more than half of the targeted amount. As per the December 27, 2024 news

release, amongst other conditions and as part of the RTO, each of BWR and Electro intend to do a

concurrent financing (the “Concurrent Financing”) to raise up to $2.25 million in Flow Through and up to

$750,000 in non -Flow Through (the aggregate amount may be adjusted). It is anticipated that the

Concurrent Financing will be launched in late February or early March, details to follow.

Finder’s Fee

In conjunction with the Transaction the parties may issue Finder’s Fees of cash and warrants (collectively,

“Finders’ Compensation”) to arm’s length third parties that introduce investors, and such third parties will

have the right to allocate to their des ignated company or certain individuals prior to the closing of the

Transaction. The Finders’ Compensation will be related to the securities issued as part of the Private

Placements and will be up to 7% cash and 7% finders warrants at the same terms as the applicable Private

Placement.

PDAC 2025

BWR and Electro will be sharing Booth 2418 (A) in the Investors Exchange at PDAC to be held in Toronto,

March 2 – 6, 2025, management will be available to answer questions on March 2 and 3.

For further information, please contact:

BWR Exploration Inc.

Neil Novak

Phone: (416) 848 6866

Email: [email protected]

Electro Metals and Mining Inc.

Daryl Hodges

Phone: (647) 271 3817

Email: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this release.

Forward-Looking Information

Completion of the proposed Transaction is subject to a number of conditions, including but not limited to,

TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the proposed

Transaction cannot close until the required shareholder approval is obtained. There can be no assurance

that the proposed Transaction will be completed as proposed or at all.

Investors are cautioned that any information released or received with respect to the proposed Transaction

may not be accurate or complete and should not be relied upon. Trading in the securities of BWR should

be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor

disapproved the contents of this press release.

All information contained in this news release with respect to BWR and Electro was supplied by the parties,

respectively, for inclusion herein, and each such party has relied on the other party for any information

concerning such party.

This news release contains forward -looking statements relating to the timing and completion of the

proposed Transaction, the share capital of the Resulting Issuer, the future operations of BWR, Electro, and

the Resulting Issuer, the proposed directors, officers and advisors of the Resulting Issuer and other

statements that are not historical facts. Forward-looking statements are often identified by terms such as

“will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other t han

statements of historical fact, included in this release, including, without limitation, statements regarding

the proposed Transaction and the future plans and objectives of BWR, Electro, and the Resulting Issuer are

forward-looking statements that involve risks and uncertainties. There can be no assurance that such

statements will prove to be accurate and actual results and future events could differ materially from those

anticipated in such statements. Important factors that could cause actual results to differ materially from

BWR’s, Electro ’s, and the Resulting Issuer ’s expectations include the failure to satisfy the conditions to

completion of the proposed Transaction set forth above and other risks detailed from time to time in the

lings made by BWR, Electro, and the Resulting Issuer with securities regulators.

The reader is cautioned that assumptions used in the preparation of any forward- looking information may

prove to be incorrect. Events or circumstances may cause actual results to differ materially from those

predicted, as a result of numerous known and un known risks, uncertainties, and other factors, many of

which are beyond the control of BWR, Electro, and the Resulting Issuer. As a result, BWR, Electro, and the

Resulting Issuer cannot guarantee that the proposed Transaction will be completed on the terms and

within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any

forward-looking information. Such information, although considered reasonable by management at the

time of preparation, may prove to be incorrect an d actual results may differ materially from those

anticipated. Forward - looking statements contained in this news release are expressly qualified by this

cautionary statement. The forward-looking statements contained in this news release are made as of the

date of this news release and BWR, Electro, and the Resulting Issuer expressly disclaim any intention or

obligation to update or revise any forward -looking information, whether as a result of new information,

future events or otherwise, except as expressly required by applicable securities law.