BeMetals Announces Settlement of All Outstanding Debt
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TSXV – BMET
December 23, 2025 OTCQB – BMTLF
FRANKFURT – 1OI.F
BeMetals Announces Settlement of All Outstanding Debt
Vancouver, British Columbia – BeMetals Corp. (TSXV: BMET, OTCQB: BMTLF, Frankfurt: 1OI.F) (the “Company” or
“BeMetals”) is pleased to announce that it has reached an agreement to settle C$2,022,814 (US$1,471,351 at an
exchange rate of US$1.00 to C$1.3748) in outstanding debt (the "Settlement Amount") held by B2Gold Corp.
(“B2Gold”) through the issuance of 28,897,343 common shares of the Company ("Common Shares") at a price of
C$0.07 per Common Share (the "Debt Settlement"). In connection with the Debt Settlement, B2Gold has agreed to
forgive the remaining US$4,414,054 of debt and accrued interest thereon owed to B2Gold (the “Debt Forgiveness”)
in order to allow for the strengthening of BeMetals’ balance sheet and enhance its financial flexibility for future
growth initiatives. The Company further announces that B2Gold is converting its C$5,300,000 of convertible
debentures at C$0.25 per Common Share , in accordance with the terms of the convertible debentures, into
21,200,000 Common Shares (the “Convertible Debenture Conversion”) and is converting C$838,208 of accrued
interest on the convertible debentures at C$0.25 per Common Share, in accordance with the terms of the convertible
debentures, into 3,352,832 Common Shares (the “Convertible Debenture Interest Conversion” , together with the
Debt Settlement and the Convertible Debt Conversion, the “Transactions”)). The Convertible Debenture Conversion
has been previously approved by the TSX Venture Exchange (“TSXV”) . The Debt Settlement and Convertible
Debenture Interest Conversion have been conditionally approved by the TSXV and remain subject only to the final
TSXV approval bulletin, expected to be issued on December 23, 2025. All securities issued in connection with the
Transactions are subject to a hold period under applicable Canadian securities laws and the policies of the TSX V
expiring four months and one day from the date of issuance, with such issuance to be completed immediately upon
receipt of the TSXV bulletin.
BeMetals’ Chairman, Mark Connelly, stated: “ Following these transactions, BeMetals is now debt -free and
unencumbered to continue to identify and advance high -quality exploration and development projects to support
long-term value creation. We look forward to pursuing growth opportunities in the new year.”
The Company also announces that Clive Johnson is stepping down from the Board of Directors of BeMetals but
remains an advisor to the Company. BeMetals will continue to advance independently under a Board comprised of
seasoned mining professionals with a proven track record in discovering, constructing, and operating successful
mines globally, many of whom worked closely with Mr. Johnson during the formative years of B2Gold. As a strategic
investor, B2Gold will continue to provide technical expertise and support as required.
Related Party Disclosure
The Debt Settlement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101
– Protection of Minority Security holders in Special Transactions (“MI 61 -101”) as B2Gold is an insider of the
Company. The Company is relying on the exemption from the requirement to obtain a formal valuation for the Debt
Settlement based on section 5.5(b) of MI 61 -101 and the exemption from the requirement to obtain minority
shareholder approval based on section 5.7(1)(a) of MI 61 -101. The Company did not file a material change report
related to the Debt Settlement more than 21 days before completion since the terms of the transaction was not
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determined until shortly prior to completion and the Company wished to proceed with the Debt Settlement for the
efficient continuation of its corporate strategy.
Early Warning Disclosure
BeMetals has been advised by B2Gold that it has entered into agreements pursuant to which the Transactions will
be implemented. Prior to completion of the Transactions, B2Gold held 55,276,115 common shares of BeMetals,
representing approximately 22.94% of the outstanding Common Shares. Upon completion of th e T ransactions,
B2Gold will acquire 28,897,343 Common Shares in connection with the Debt Settlement, 21,200,000 Common Shares
from the Convertible Debenture Conversion and 3,352,832 Common Shares from the Convertible Debenture Interest
Conversion. Immediately following completion of the Transactions, B2Gold will hold 108,726,290 common shares of
BeMetals, representing approximately 36.93% of the then outstanding 294,423,604 common shares of BeMetals and
will no longer hold any convertible securities or debt of BeMetals. B2Gold has acquired the common shares for
investment purposes pursuant to the Transactions with BeMetals. B2Gold will evaluate its investment in BeMetals
from time to time and may, based on such evaluation, market conditions and other circumstances, increa se or
decrease shareholdings as circumstances require through market transactions, private agreements or otherwise. The
exemption relied on for the acquisition of the common shares under the Transactions is Section 2.14 of National
Instrument 45-106 - Prospectus and Registration Exemptions. A copy of the Early Warning report filed by B2Gold in
connection with the transactions will be available on BeMetals’ SEDAR+ profile. B2Gold’s head office is located at
Suite 3400 – 666 Burrard Street, Vancouver, BC, V6C 2X8.
About BeMetals Corp.
BeMetals is a precious and base metals exploration and development company focused on advancing its portfolio of
high-potential mineral projects. B2Gold is a strategic investor in the Company, owning approximately 37% of
BeMetals’ outstanding 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 h as the Pangeni Copper 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 Reinertson
Interim CEO, Director
For further information, please contact:
Suzette Ramcharan
Telephone: +1-647-284-5315
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.
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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, statements with
respect to the timing and receipt of the final TSXV approval bulletin, future exploration, development and advancement of the Savant Gold
Project in Canada, the Kazan Gold Projects in Japan and the Pangeni Copper 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", "p rojects", "aims",
"potential", "goal", "objective", "prospective", and similar expressions, or that events or conditions "will", "would", "may", "can", "could" o r
"should" occur. These statements should not be read as guarantees of future performance or results. Such state ments involve known and
unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially di fferent 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 satisfy the c onditions of the
option agreement for the Pangeni Project, and ch anges in the worl d 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 results 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 materially from those anticipated in such stateme nts. 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
required by law. Accordingly, readers should not place undue reliance on forward -looking statements and informati on. 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.