BeMetals Closes Upsized Flow-Through Financing
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TSXV – BMET
October 24, 2025 OTCQB – BMTLF
FRANKFURT – 1OI.F
BeMetals Closes Upsized Flow-Through Financing
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 non-brokered private placement (the “Private
Placement”) by issuing 12,126,284 common shares of the Company that qualify as “flow-through shares”, as defined
in the Income Tax Act (Canada) (the “Tax Act”), (each, a “ FT Share”) at a price of $0.07 per FT Share for aggregate
gross proceeds of C$84 8,840. The Company intends to use the gross proceeds of the Private Placement to incur
Qualifying Expenditures (as defined below) on the Company's Savant Gold Project (the “Savant Project”), located in
Ontario, Canada.
BeMetals Interim CEO, Kristen Reinertson commented, “We’re very pleased with the steady progress at the Savant
Gold Project. Initial reconnaissance mapping and sampling has recently been completed, and we plan to commence
a high-resolution airborne magnetics survey as part of the current exploration program this Fall. These initiativ es,
together with a follow -up exploration campaign in spring 2026, are expected to refine and prioritize prospective
areas across the property and help generate high-quality targets for future drilling.”
The gross proceeds from the FT Shares will be used to incur eligible “Canadian exploration expenses” related to the
Company's mineral project in Ontario that qualify as “flow-through mining expenditures” as both terms are defined
in the Tax Act (the “Qualifying Expenditures”). Such Qualifying Expenditures will be incurred on or before December
31, 2026, and renounced to the benefit of subscribers with an effective date no later than December 31, 2025.
The securities issued pursuant to the Private Placement are subject to a hold period under applicable Canadian
securities laws expiring on February 25, 2026. In connection with the Private Placement, the Company has paid cash
finder’s fees in the amount of $31,165 to Haywood Securities Inc., $6,976 to Eskar Capital Corporation and $1,680 to
Ventum Financial Corp. in respect of certain sales under the Private Placement.
Certain directors of the Company subscribed for 1,785,000 FT Shares for gross proceeds of $124,950 as part of the
Private Placement . Due to the participation by directors of the Company, a portion of the P rivate Placement
constitutes 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 is relying on the exemption from the
requirement to obtain a formal valuation for the private placement based on section 5.5(b) of MI 61 -101 and the
exemption from the requirement to obtain minority shareholder approved based on section 5.7(1)(b) of MI 61-101.
About BeMetals Corp.
BeMetals is a precious and base metals exploration and development company focused on advancing its portfolio of
high-potential mineral projects. BeMetals is an affiliate company of B2Gold Corp. which currently owns
approximately 24% of BeMetals outstandin g shares. The Company plans to explore the Savant Gold Project in
northwestern Ontario, one of Canada’s most prolific gold -producing regions which hosts several past producers as
well as current operations, including the Red Lake and Musselwhite mines. The Company also has the Pangeni Copper
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Project in the Zambian Copperbelt, with co-funding and technical partner JOGMEC. Here the Company has discovered
copper mineralization with geological characteristics and intersected widths and grades similar to that of large-scale
copper mines in the same region. Additionally, the Company has its compelling Kazan gold exploration projects in
Japan, while continuing to evaluate additional potential strategic acquisition opportunities.
ON BEHALF OF BEMETALS CORP.
“Kristen Reinertson”
Kristen Reienrtson
Interim CEO, Director
For further information, please contact:
Derek Iwanaka
Vice President, Investor Relations & Corporate Development
Telephone: +1-604-928-2797
Email: [email protected]
Website: www.bemetalscorp.com
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, stateme nts with
respect to the timing to renounce all Qualifying Expenditures in favour of the subscribers , and statements with respect to future exploration,
development and advancement of the Savant Gold Project in Canada, the Kazan Gold Projects in Japan and the Pangeni Copper Pro ject in
Zambia, and the acquisition of additional base and/or precious metal pro jects. 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", "could" or "should" occur. These statements should not be read as guarantees of future performance
or results. Su ch statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or
achievements to be materially different from those expressed or implied by such statements, including but not limited to: the actua l 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 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 differ materially from those
contained in forward-looking statements, there may be other factors that cause r esults not to be as anticipated, estimated or intended. There
can be no assurance that such statements will prove to be accurate, as actual results and future events could differ material ly 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 reliance 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.