Ottawa, Ontario--(Newsfile Corp. - November 26, 2024) - BluMetric Environmental Inc. (TSXV: BLM) (OTCQX: BLMWF) ("BluMetric" or the "Company") is pleased to announce it has entered into an agreement with Clarus Securities Inc. ("Clarus" or the "Agent") pursuant to which Clarus has agreed to act as lead agent and sole bookrunner in connection with a best-efforts private placement, under the Listed Issuer Financing Exemption (as defined herein), to issue up to 4,375,000 common shares of the Company (the "Offered Shares") at $0.80 per Offered Share (the "Issue Price") for gross proceeds of up to $3,500,000 (the "Offering").
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Offering is being made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.
The Agent shall receive a cash commission equal to 6% of the gross proceeds of the Offering and broker warrants (the "Broker Warrants") equal to 6% of the number of Offered Shares issued pursuant to the Offering other than with respect to sales to purchasers on the president's list, if any, for which the Agent will receive a cash fee of 1% and Broker Warrants equal to 1% of the number of Offered Shares issued to purchasers on the president's list. Each Broker Warrant shall entitle the holder thereof to acquire one common share of the Company (the "Broker Shares") at the Issue Price for 18 months following closing of the Offering. The Broker Shares shall be subject to a hold period of 4 months and one day from the date of issue.
There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.blumetric.ca. Prospective investors should read this Offering Document before making an investment decision.
In addition to the Offering, the Company intends to issue up to 625,000 common shares ("Concurrent Offered Shares") on a non-brokered basis for gross proceeds of $500,000 (the "Concurrent Offering") at a price of $0.80 per common share. The Concurrent Offering will be made available to accredited investors and other eligible investors in all provinces and territories of Canada and such other jurisdictions as the Company may decide in accordance with applicable laws. Concurrent Offered Shares shall be subject to a 4 month and one day hold period from the date of issue. No commissions or fees are payable in connection with the Concurrent Offering.
The Company intends to use the net proceeds of the Offering and Concurrent Offering for general corporate and working capital purposes to strengthen its balance sheet and to pay down the Company's operating line of credit held with its bank. "We are excited to see the market's positive feedback to our most recent acquisition of Gemini Water," stated Scott MacFabe, CEO at BluMetric, "We believe that having these funds readily available will allow us to seek opportunities to continue expanding our production capacity and position the Company to compete for larger water and wastewater projects where water shortages have increased demand for our service."
The closing of the Offering and the Concurrent Offering is anticipated to occur on or about December 13, 2024 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the conditional approval of the TSX Venture Exchange (the "TSX-V"). Closing of the Offering is not conditional upon the closing of the Concurrent Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About BluMetric Environmental Inc.
BluMetric Environmental Inc. is a publicly traded environmental consulting and engineering company with expertise across professional and trade disciplines and technologies that allow for the design, fabrication and delivery of sustainable solutions to environmental and water challenges. BluMetric has more than 220 employees operating in ten offices and over 45 years of expertise. Headquartered in Ottawa, Ontario, BluMetric's team of industry experts serves Commercial and Industrial, Military, Mining and Government clients.
Scott MacFabe, CEO BluMetric Environmental Inc. Tel: 1-877-487-8436 x242 Email: smacfabe@blumetric.ca
Dan Hilton, CFO BluMetric Environmental Inc. Tel: 1-877-487-8436 x550 Email: dhilton@blumetric.ca
Brandon Chow, Principal & Founder Panolia Investor Relations Inc. Tel: 1-647-598-8815 Email: brandon@panoliair.com
Forward-Looking Statements
Some of the statements in this press release, including those relating to completion of the Offering and the Concurrent Offering, the use of net proceeds of the Offering and the Concurrent Offering, expansion of the Company's production capacity and the effects thereof, and other statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions, are forward-looking statements within the meaning of applicable Canadian securities laws. Forward-looking statements include, without limitation, the information concerning possible or assumed future results of operations of the Company. These statements are not historical facts but instead represent only the Company's expectations, estimates, and projections regarding future events. By their nature, forward- looking statements require us to make assumptions and are subject to inherent risks and uncertainties. We caution readers of this news release not to place undue reliance on our forward-looking statements as a number of factors could cause actual results or conditions to differ materially from current expectations. Please refer to the risks set forth in the Company's most recent annual MD&A and the Company's continuous disclosure documents that can be found on SEDAR+ at www.sedarplus.ca. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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