BeMetals Announces Closing of C$ 3.3 million Convertible Debenture Private Placement and Shareholder Approval of B2Gold Corp. as New Control Person

TSXV – BMET

September 11, 2023 OTCQB – BMTLF

FRANKFURT – 1OI.F

BeMetals Announces Closing of C$ 3.3 million Convertible Debenture Private

Placement and Shareholder Approval of B2Gold Corp. as New Control Person

Vancouver, British Columbia – BeMetals Corp. (TSXV: BMET, OTCQB: BMTLF, Frankfurt: 1OI.F) (the

“Company” or “BeMetals”) is pleased to report it has closed its previously announced private placement of

C$3,300,000 (the “Offering”) by issuing a C$3,300,000 convertible debenture (the “Debenture”) to strategic

investor B2Gold Corp. (TSX: BTO, NYSE American: BTG, NSX: B2G) (“B2Gold”). B2Gold funded its subscription

in the Offering by applying the principal amount of the previously issued C$1,750,000 bridge loan and by

providing an additional C$1,550,000 of new investment.

John Wilton, President and CEO of BeMetals stated, “We are pleased to have closed this financing with B2Gold

following strong support by the Company’s shareholders at our annual and special meeting held on September

6, 2023. Field operations have commenced at our Todoroki Gold -Silver Project in Hokkaido, Japan and

diamond drilling is expected to begin there shortly. In addition, we are currently conducting a substantial

aircore and follow-up core drilling phase of exploration at our Pangeni Copper Project in Zambia. New drilling

results from these projects should be received and released in the coming months.”

At BeMetals’ recent annual and special meeting, all proposed resolutions were passed including 100% of the

votes by disinterested shareholders approv ing the creation of B2Gold as a new “control person” of the

Company (as such term is defined by the policies of the TSX Venture Exchange) and 100% of the votes by

minority shareholders approving the Offering pursuant to Multilateral Instrument 61-101 requirements.

The Debenture matures on September 8, 2028 and bears an interest rate of 7% per annum calculated and

compounded annually in arrears on each anniversary date. The principal amount of the Debenture is

convertible into common shares of BeMetals (“Common Shares”) at the option of the holder at any time on

or before the maturity date at a price of $0. 25 per Common Share. Accrued interest on the Debenture is

convertible into Common Shares at the option of the holder on the maturity date at a price per Common Share

that is the greater of $0.25 and market price at the time of conversion (subject to prior approval by the TSX

Venture Exchange). The Debenture, and any accrued interest thereon, is repayable by the Company in part or

in full at any time without penalty. The proceeds of the Offering will be used for continued exploration of the

Company’s portfolio of gold projects in Japan and its copper project in Zambia, as well as for general working

capital. The Debenture, and the Common Shares that can be acquired on conversion thereof, are subject to a

hold period ending on January 9, 2024. The Company is not paying any bonuses, finder's fees, commissions,

or transaction fees with regards to the Offering.

Immediately following closing of the Offering, B2Gold owns 33,276,115 Common Shares representing 18.76%

of the issued and outstanding Common Shares on a non-diluted basis and up to 24.39% on a partially diluted

basis assuming the conversion of the principal amount of the Debenture into up to 13,200,000 Common

Shares.

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Repayment of Bridge Loan

As announced on August 1, 2023, the Company received a C$1,750,000 unsecured bridge loan (the “Bridge

Loan”) from B2Gold. The principal amount of the Bridge Loan was applied as partial subscription funds for the

Offering, therefore the principal amount of the Bridge Loan has been repaid in full.

ABOUT BEMETALS CORP.

BeMetals is a precious and base metals exploration and development company focused on becoming a leading

metal producer through the acquisition of quality exploration, development and potentially production stage

projects. The Company has established itsel f in the gold sector with the acquisition of a portfolio of wholly

owned exploration projects in Japan. BeMetals is also progressing its tier -one targeted, Pangeni Copper

Exploration Project in the prolific Zambian Copperbelt with co -funding investor the J apanese state agency

JOGMEC (“Japan Organization for Metals and Energy Security”). Guiding and leading BeMetals’ growth

strategy is a strong board and management team, founders and significant shareholders of the Company, who

have an extensive proven record of delivering exceptional value in the mining sector, over many decades,

through the discovery, construction and operation of mines around the world.

ON BEHALF OF BEMETALS CORP.

“John Wilton”

John Wilton

President, CEO and Director

For further information about BeMetals please visit our website at bemetalscorp.com and sign-up to our email

list to receive timely updates, or contact:

Derek Iwanaka

Vice President, Investor Relations & Corporate Development

Telephone: 604-928-2797

Email: [email protected]

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

of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward -looking statements" and “forward looking information” (as defined under applicable securities

laws), based on management’s best estimates, assumptions and current expectations. Such statements include , but are not limited

to, the use of proceeds from the Offering, statements with respect to future exploration, development and advancement of the Kazan

Projects in Japan and the Pangeni Project in Zambia, and the acquisition of additional base and/or precious metal projects. Generally,

these forward -looking statements can be identified by the use of forward -looking terminology such as "expects", "expected",

"budgeted", "forecasts", "anticipates", "plans", "anticipates", "believes", "intends", "estimates", "projects", "aims", "potential",

"goal", "objective", "prospective", and similar expressions, or that events or conditions "will", "would", "may", "can", "cou ld" or

"should" occur. These statements should not be read as guarantees of future performance or results. Such statements involve known

and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materiall y

different from those expressed or implied by such statements, including but not limited to: the actual results of exploration activities,

the availability of financing and/or cash flow to fund the current and future plans and expenditures, the ability of the Company to

obtain and maintain any required licenses, permits and rights for its projects, the ability of the Company to satisfy the conditions of

the option agreement for the Pangeni Project, and changes in the world commodity markets or equity markets. Although the Company

has attempted to identify important factors that could cause actual results to diffe r materially from those contained in forward -

looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no

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assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those

anticipated in such statements. The forward-looking statements and forward looking information are made as of the date hereof and

are qualified in their entirety by this cautionary statement. The Company disclaims any obligation to revise or update any such factors

or to publicly announce the result of any revisions to any forward-looking statements or forward looking information contained herein

to reflect future results, events or developments, except as require by law. Accordingly, readers should not place undue reli ance on

forward-looking statements and information. Please refer to the Company’s most recent filings under its profile at www.sedarplus.ca

for further information respecting the risks affecting the Company and its business.