BeMetals Corp (BMET)

Prospector and BeMetals Announce Subscription Receipt FinancingMay 28, 2026 7:30 PM
ACCESS NewswireNOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWSVANCOUVER, BC / ACCESS Newswire / May 28, 2026 / Prospector Metals Corp. ("Prospector") (TSXV:PPP)(OTCQB:PMCOF)(Frankfurt:1ET0) and BeMetals Corp. ("BeMetals" and, together with Prospector, the "Companies") (TSXV:BMET) (OTCQB:BMTLF) (Frankfurt:1OI.F) today announced that the Companies will be completing a non-brokered private placement (the "Offering") of up to 8,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.50 per Subscription Receipt for aggregate proceeds of up to $4,000,000.The Offering is being undertaken in connection with the previously announced acquisition of assets pursuant to the share purchase agreement dated April 15, 2026, between the Companies and Prospector Subco Ltd. ("Subco") whereby BeMetals will acquire all of the issued and outstanding shares of Subco, a wholly-owned subsidiary of Prospector which will hold Prospector's remaining viable non-Yukon mineral exploration projects (the "Transaction"), in exchange for 29,400,000 common shares of BeMetals (the "Consideration Shares") (see the Companies' news releases dated April 16, 2026, and April 20, 2026, respectively).As previously announced, in connection with the closing of the Transaction, BeMetals will change its name to Lightning Resource Corp. (the "Resulting Issuer") prior to closing and reconstitute its board of directors upon closing of the Transaction.Details of the OfferingThe Subscription Receipts will be issued by Lightning Subreceipt Financing Corp. ("Finco"), a private wholly-owned British Columbia subsidiary of Prospector. The gross proceeds from the Offering (the "Subscription Proceeds") will be held by Finco in escrow pending satisfaction of certain escrow release conditions (the "Escrow Release Conditions") to be set out in the subscription agreements for the Subscription Receipts (the "Subscription Agreements") on or before July 31, 2026 (the "Escrow Deadline"), as such deadline may be extended in accordance with the terms and conditions of the Subscription Agreement. The Escrow Release Conditions include, among other things, receipt of all requisite approvals the TSX Venture Exchange (the "TSXV") for the Transaction and the Offering, obtaining an order of the Supreme Court of British Columbia ("Court Approval") permitting the pro rata distribution by Prospector of the Consideration Shares to its shareholders as a return of capital, and the concurrent closing of the Transaction.Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will automatically convert into one unit of Finco (a "Finco Unit") on a 1:1 basis and the proceeds from the Offering will be released from escrow to Finco. Each Finco Unit will consist of one (1) common share of Finco (a "Finco Share") and one-half of (1) common share purchase warrant (each whole such warrant a "Finco Warrant"), with each Finco Warrant exercisable to acquire one additional Finco Share (a "Finco Warrant Share") at a price of $0.62 for a period of one year from the date on which the Subscription Receipts are converted into Finco Units, subject to acceleration in the event that the closing price of the common shares of the Resulting Issuer (each, a "Resulting Issuer Share") on the TSXV is at or above $0.62 for ten consecutive trading days. If the Escrow Release Conditions are not met by the Escrow Release Deadline, the aggregate Subscription Proceeds will be returned to subscribers without deduction.In connection with the Offering, BeMetals, Subco and Finco will enter into an amalgamation agreement whereby the parties will complete a three-cornered amalgamation, resulting in Finco and Subco completing an amalgamation and each outstanding Finco Share will be exchanged for one Resulting Issuer Share and each Finco Warrant will be exchanged for a warrant of the Resulting Issuer (a "Resulting Issuer Warrant") having identical terms to the Finco Warrants.The Subscription Receipts, Finco Shares and Finco Warrants will be subject to an indefinite statutory hold period in Canada. The Resulting Issuer Shares and Resulting Issuer Warrants issued upon exchange of the Finco Shares and the Finco Warrants will not be subject to any statutory hold or restricted period under applicable Canadian securities laws.Subject to applicable securities laws and TSXV approval, the Company may pay a finder's fee or commission, which may include cash and/or warrants to certain persons, subject to securities laws and TSXV approval. The net proceeds from the Offering will be used for exploration and development of the acquired assets pursuant to the Transaction, to identify and evaluate new opportunities, and for general working capital and administrative purposes.Closing of the transaction is subject to the satisfaction of certain closing conditions, including the approval of the TSXV, shareholders of BeMetals, as well as Court Approval.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 release.About Prospector Metals Corp.Prospector Metals Corp. is a proud member of Discovery Group. Prospector is focused on district scale, early-stage exploration of gold and base metal prospects. Creating shareholder value through new discoveries, Prospector identifies underexplored or overlooked mineral districts displaying important structural and mineralogical occurrences similar to more established mining operations. The majority of acquisition activity occurs in Yukon and Ontario, Canada - Historical mining jurisdictions with an abundance of overlooked geological regions possessing high mineral potential. Prospector is currently concentrating its efforts on its ML Project in the Yukon where it has discovered a high-grade gold-copper-silver zone (see news release dated October 1, 2025). Prospector establishes and maintains relationships with local and Indigenous rightsholders and seeks to develop partnerships and agreements that are mutually beneficial to all interested parties.On behalf of the Board of Directors,Prospector Metals Corp.Dr. Rob Carpenter, Ph.D., P.Geo.President & CEOFor further information about Prospector Metals Corp. or this news release, please visit our website at prospectormetalscorp.com or contact Prospector at 1-778-819-5520 or by email at info@prospectormetalscorp.com.Prospector Metals Corp. is a proud member of Discovery Group™. For more information, please visit discoverygroup.ca.About BeMetals Corp.BeMetals is a Canadian, precious and base metals exploration company focused on advancing its portfolio of high-potential mineral projects, while continuing to evaluate additional acquisition opportunities. The Company's immediate focus is exploration of the Savant Gold Project with district-scale potential to host both iron formation-hosted and shear-hosted gold systems of size. This is a proven mining region with current operations including the Red Lake and Musselwhite mines. The Company also holds interest in copper and gold exploration projects located in Zambia and Japan, respectively. BeMetals is led by an experienced team and is supported by a strategic shareholder, B2Gold with approximately 37% current ownership interest.On behalf of the Board of Directors,BeMetals Corp.Kristen ReinertsonInterim CEO, DirectorFor further information about BeMetals Corp. or this news release, please visit our website at bemetalscorp.com or contact BeMetals at 1-604-908-4495 or by email at info@bemetalscorp.com.Forward-Looking Statement Cautions:This press release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, including, but not limited to, the Companies' plans with respect to their respective projects, the Transaction and the Offering and the use of proceeds therefrom. Although the Companies believe that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective,", "strategy", "prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur, or are those statements, which, by their nature, refer to future events. The Companies caution that Forward-looking statements are based on the beliefs, estimates and opinions of management of the Companies on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSXV, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include the risks associated with the Share Purchase Agreement and the transactions contemplated therein, including the Transaction and the Offering; the risk that requisite regulatory, court and shareholders approvals may not be received; the risk that conditions to closing of the Transaction and/or Offering may not be satisfied in a timely manner or at all; the risk of accidents and other risks associated with mineral exploration operations; the risk of encountering unanticipated geological factors; or the possibility that either or both Companies may not be able to secure permitting and other agency or governmental clearances, necessary to carry out exploration plans, risk of political uncertainties and regulatory or legal changes in the jurisdictions where the each of the Companies carries on its business that might interfere with the company's business and prospects. The reader is urged to refer to the Companie's reports, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca for a more complete discussion of such risk factors and their potential effects.UNITED STATES ADVISORY. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.SOURCE: BeMetals Corp.View the original press release on ACCESS NewswireOriginal: Prospector and BeMetals Announce Subscription Receipt Financing

BeMetals Provides Update on Proposed Acquisition of Prospective Projects from Prospector MetalsMay 20, 2026 7:00 AM
ACCESS NewswireVANCOUVER, BC / ACCESS Newswire / May 20, 2026 / BeMetals Corp. (TSXV:BMET)(OTCQB:BMTLF)(Frankfurt:1OI.F) ("BeMetals" or the "Company") is pleased to provide a progress update on the status of the transactions contemplated under the share purchase agreement dated April 15, 2026 (the "Agreement") with Prospector Metals Corp. ("Prospector") (TSXV:PPP)(OTCQB:PMCOF)(Frankfurt:1ET0) pursuant to which BeMetals has agreed to acquire Prospector's remaining viable non-Yukon mineral exploration projects and certain marketable securities (collectively, the "Subject Assets" as described below) in exchange for 29,400,000 common shares of BeMetals on a post-consolidation basis (the "Acquisition") (see the Company's news release dated April 16, 2026 for further details about the Acquisition).The Company has completed a consolidation of its outstanding common shares on the basis of one new common share for every ten common shares (the "Consolidation"), as provided for under the Agreement, on May 8, 2026 (see the Company's news release dated May 1, 2026 for further details about the Consolidation).On May 4, 2026, the Company filed a notice of meeting and record date in connection with its annual general and special meeting of shareholders to be held on July 3, 2026, at which meeting the Company will seek shareholder approval of, among other things, certain transactions related to the Acquisition in accordance with the policies of the TSX Venture Exchange (the "TSXV").As disclosed in the Company's April 16, 2026 news release, Prospector and BeMetals are Non-Arm's Length as defined under TSXV policies by virtue of having B2Gold Corp. as a common insider as a result of its shareholdings in the respective companies; however, Prospector and BeMetals are not "related parties" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions. In addition, the Company's board of directors will also be reconstituted such that it consists of five individuals of whom two will be nominated by each of Prospector and the Company and one will be mutually nominated. As at the date hereof, the nominees will be comprised of Dr. Robert Carpenter, Andrew Rockandel, Jay Sujir, Andrew Brown, and Roger Richer. Additionally, it is expected that Clive Johnson will join the board of directors in Q3 2026 (the "Board Reconstitution").As a result, the Company is required to obtain disinterested shareholder approval in accordance with TSXV policies, in respect of (i) the number of securities issuable to non-arm's length parties under the Acquisition exceeding 10% of the issued and outstanding common shares on a non-diluted basis prior to the announcement of the proposed Acquisition; and (ii) the change of management resulting from the Board Reconstitution.The Company has also received conditional acceptance of the proposed Acquisition from the TSXV and is in the process of completing a technical report on the Company's material property, the Savant Gold Project in Ontario, Canada.Savant Gold ProjectThe Savant Project is a district-scale land position (1,178 contiguous claims over 24,197 ha) in a proven greenstone belt in northwestern Ontario, with underexplored iron formations and favorable shear zones providing opportunity for a discovery of size. Savant has year-round access, with close proximity to highway 599 and recent surface sampling collected at the Wiggle Creek prospect yielding 34.7 g/t Au (see the Company's news release dated February 12, 2026).Subject AssetsIn addition to a 100% interest in the Savant Gold Project, the portfolio of Subject Assets is comprised of:Devon Project (Ni, Cu, PGEs): Located near Thunder Bay, Ontario, the Devon Project lies on the Archean craton margin, covered by a sulphide-bearing sedimentary basin, a known ideal geotectonic setting for major magmatic sulfide deposits.Whitton Project (Au, Ni, Cu, PGEs): Dominant land position in the Archean Heaven Lake greenstone belt located in northwest Ontario. Numerous nickel and PGE occurrences as well as potential for banded iron formation hosted gold mineralization.TooGood Project (Au): High-grade district-scale potential in Newfoundland with strong access and infrastructure, with a successful drill campaign in 2025 identifying a 15-km long target corridor. Currently optioned to TooGood Gold Corp. (TSXV: TGC) ("TooGood").Proprietary geological database relating to gold deposits in Ontario and Québec.Marketable securities consisting of 5,000,000 shares of TooGood, together with potential future share option payments under an option agreement with TooGood.$150,000 of funding related to a government grant for the Devon Project.Qualified PersonThe technical information in this news release has been reviewed and approved by Jodie Gibson, P.Geo, a consultant to BeMetals, and a "Qualified Person" as defined under National Instrument 43-101.About BeMetals Corp.BeMetals is a Canadian, precious and base metals exploration company focused on advancing its portfolio of high-potential mineral projects, while continuing to evaluate additional acquisition opportunities. The Company's immediate focus is exploration of the Savant Gold Project with district-scale potential to host both iron formation-hosted and shear-hosted gold systems of size. This is a proven mining region with current operations including the Red Lake and Musselwhite mines. The Company also holds interest in copper and gold exploration projects located in Zambia and Japan, respectively. BeMetals is led by an experienced team and is supported by a strategic shareholder, B2Gold with approximately 37% current ownership interest. In April 2026, the Company entered into a share purchase agreement for the proposed acquisition of additional prospective projects subject to final approval of the TSX Venture Exchange and other closing conditions (see the Company's news release dated April 16, 2026 for further details).ON BEHALF OF BEMETALS CORP."Kristen Reinertson"Kristen Reinertson
Interim CEO, DirectorFor further information, please contact:Kristen Reinertson
Telephone: +1-604-908-4495
Email: info@bemetalscorp.com
Website: www.bemetalscorp.comNeither 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 StatementsThis 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 plans to seek shareholder approval of the Acquisition and the transactions contemplated thereunder; the timing and plans to prepare a technical report in respect of the Savant Project, pursue future exploration, development and advancement of the projects that comprise the Company's asset portfolio, 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", "could" or "should" occur.The forward-looking information in this news release is based on the beliefs and assumptions of BeMetals management considered reasonable as of the date hereof, including but not limited to the assumption that all regulatory, stock exchange, regulatory and court approvals will be obtained in a timely manner and on reasonable terms; that conditions to closing of the Acquisition can and will be satisfied in a timely manner and as expected; that management's projections will be validated over time; and general business and economic conditions will not change in a materially adverse manner. Should any one or more risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect, actual results and forward-looking statements may vary materially from those described herein. Factors that could cause actual results to differ materially include, but are not limited to, the following: unfavorable economic conditions; changes in financial markets; the impact of exchange rate fluctuations; unstable political conditions and developments; community relations; criminal activity; changes in regulatory requirements impacting the Company's operations; pandemics and epidemics; the sufficiency of current working capital; the estimated cost and availability of funding; and other risks and uncertainties involved in the mineral exploration and development industry. 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 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 required 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.SOURCE: BeMetals Corp.View the original press release on ACCESS NewswireOriginal: BeMetals Provides Update on Proposed Acquisition of Prospective Projects from Prospector Metals

BMTLF effective May 8,2026 a one for 10 reverse split

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

BeMetals Announces Resumption of Trading on TSX Venture Exchange and Effective Date of Share ConsolidationMay 1, 2026 7:01 AM
ACCESS NewswireVANCOUVER, BC / ACCESS Newswire / May 1, 2026 / BeMetals Corp. (TSXV:BMET)(OTCQB:BMTLF)(Frankfurt:1OI.F) ("BeMetals" or the "Company") announces that trading of its common shares on the TSX Venture Exchange (the "TSXV") will resume, effective at the open of market on May 5, 2026, and, further to its news release dated April 16, 2026, it has received approval from the TSX Venture Exchange to consolidate the Company's outstanding common shares on the basis of one new common share for every 10 common shares (the "Consolidation").The Consolidation will take effect at the start of trading on May 8, 2026, and the Company's common shares will trade under the new CUSIP/ISIN numbers 081379307/CA0813793076 under the stock symbol "BMET". As a result of the Consolidation, the 294,423,604 common shares issued and outstanding prior to the Consolidation will be reduced to approximately 29,442,360 common shares. Each shareholder's percentage ownership in the Company and proportionate voting power will remain unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any fractional common shares.In connection with the Consolidation, the Company expects to send letters of transmittal to registered holders of its common shares for use in transmitting their existing share certificates ("Existing Certificates") to the Company's registrar and transfer agent, Computershare Investor Services Inc., in exchange for new certificates ("New Certificates") representing the number of post-Consolidation common shares to which each shareholder is entitled.No delivery of a New Certificate to a shareholder will be made until the shareholder has surrendered its Existing Certificates. Until surrendered, each Existing Certificate shall be deemed for all purposes to represent the number of post-Consolidation common shares to which the holder is entitled.About BeMetals Corp.BeMetals is a Canadian, precious and base metals exploration company focused on advancing its portfolio of high-potential mineral projects, while continuing to evaluate additional acquisition opportunities. The Company's immediate focus is exploration of the Savant Gold Project with district-scale potential to host both iron formation-hosted and shear-hosted gold systems of size. This is a proven mining region with current operations including the Red Lake and Musselwhite mines. The Company also holds interest in copper and gold exploration projects located in Zambia and Japan, respectively. BeMetals is led by an experienced team and is supported by a strategic shareholder, B2Gold, with approximately 37% ownership interest.ON BEHALF OF BEMETALS CORP."Kristen Reinertson"Kristen ReinertsonInterim CEO, DirectorFor further information, please contact:Kristen Reinertson
Telephone: +1-604-908-4495
Email: info@bemetalscorp.com
Website: www.bemetalscorp.comNeither 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 StatementsThis 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 regarding the anticipated effective date of resumption of trading of theConsolidation and the approximate number of common shares of the Company that will be outstanding following the Consolidation. 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.The forward-looking information in this news release is based on the beliefs and assumptions of BeMetals management considered reasonable as of the date hereof, including but not limited to the assumption that all regulatory, stock exchange, regulatory and court approvals will be obtained in a timely manner and on reasonable terms; that conditions to resumption of trading and closing of the Consolidation and will be satisfied in a timely manner and as expected. Factors that could cause actual results to differ materially include, but are not limited to, the ability to obtain the required final approvals of the TSX Venture Exchange. 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 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 required 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.SOURCE: BeMetals Corp.View the original press release on ACCESS NewswireOriginal: BeMetals Announces Resumption of Trading on TSX Venture Exchange and Effective Date of Share Consolidation

Canadian Investment Regulatory Organization Trading Halt - BMETApril 16, 2026 9:17 AM
PR Newswire (Canada)

VANCOUVER, BC, April 16, 2026 /CNW/ - The following issues have been halted by CIROCompany: Bemetals Corp.TSX-Venture Symbol: BMET All Issues: YesReason: Pending Review of Reverse Take Over Halt Time (ET):  9:00 AMCIRO can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. CIRO is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.SOURCE Canadian Investment Regulatory Organization (CIRO) – Halts/Resumptions

Original: Canadian Investment Regulatory Organization Trading Halt - BMET

Suspension de la négociation par l'Organisme canadien de réglementation des investissements - BMETApril 16, 2026 9:20 AM
PR Newswire (Canada)

VANCOUVER, BC, le 16 avril 2026 /CNW/ - L'OCRI a suspendu la négociation des titres suivants :Société : Bemetals Corp.Symbole à la Bourse de croissance TSX : BMET Les titres : OuiMotif : En attente d'une prise de contrôle inverséeHeure de la suspension (HE) : 9 h 00L'OCRI peut prendre la décision de suspendre (ou d'arrêter) temporairement les opérations à l'égard d'un titre d'une société cotée en bourse. Les arrêts des opérations sont mis en oeuvre afin d'assurer le bon fonctionnement d'un marché équitable. L'OCRI est l'organisme d'autoréglementation national qui surveille l'ensemble des courtiers en placement et l'ensemble des opérations effectuées sur les marchés des titres de capitaux propres et les marchés des titres de créance au Canada.SOURCE L’Organisme canadien de règlementation des investissements (OCRI) - Arrêts/Reprises

Original: Suspension de la négociation par l'Organisme canadien de réglementation des investissements - BMET

BeMetals Announces Agreement to Acquire Prospective Projects from Prospector Metals for Creation of a New Canadian-Focused Exploration CompanyApril 16, 2026 7:00 AM
ACCESS NewswireVANCOUVER, BC / ACCESS Newswire / April 16, 2026 / BeMetals Corp. (TSXV:BMET)(OTCQB:BMTLF)(Frankfurt:1OI.F) ("BeMetals" or the "Company") is pleased to announce that it has entered into a share purchase agreement dated April 15, 2026 (the "Agreement") with Prospector Metals Corp. ("Prospector") (TSXV:PPP)(OTCQB:PMCOF)(Frankfurt:1ET0) pursuant to which BeMetals will acquire all of Prospector's non-Yukon mineral exploration projects in exchange for 29,400,000 common shares of BeMetals on a post-consolidation basis as described below (the "Acquisition").BeMetals' Interim CEO Kristen Reinertson, stated: "We are very pleased to announce this transaction with Prospector, which will provide BeMetals shareholders with a portfolio of prospective Canadian-focused projects and a combined team led by experience, backed by strength and driven by discovery. The new company, under the leadership of Rob Carpenter and a highly experienced board of directors and technical team, will actively explore the project portfolio and continue to pursue additional acquisition opportunities to provide further value and growth potential to shareholders."Prospector Co-Chairman and CEO Rob Carpenter stated: "This transaction provides Prospector shareholders the opportunity to benefit from this exciting and prospective project portfolio, under a dedicated leadership team. We are looking forward to working with the BeMetals team to create a new opportunity for shareholders through the development of Canadian mineral projects."Benefits for BeMetals ShareholdersThe Acquisition, once completed, would reposition the Company as a Canadian-focused explorer with a portfolio of prospective exploration projects providing a pathway to discovery success and growth.A newly combined leadership team with a track record of finding new discoveries and advancing exploration projects will direct the vision of the Company following the Acquisition.B2Gold Corp. (TSX:BTO)(NYSE American:BTG) ("B2Gold") will continue to be a major shareholder of the Company.The Company will continue to seek value from its non-Canadian asset portfolio which includes the Kazan Gold Project in Japan and the Pangeni Copper Project in Zambia.Transaction SummaryPrior to closing, BeMetals will undertake a consolidation of its issued and outstanding common shares on the basis of 1 new post-consolidation share for every 10 pre-consolidation shares (the "Consolidation"). BeMetals currently has 294,423,604 common shares outstanding and is expected to have approximately 29,442,360 common shares outstanding following the Consolidation.BeMetals will issue to Prospector 29,400,000 post-Consolidation common shares of BeMetals (the "Consideration Shares") representing approximately 49.9% of the post-closing issued and outstanding BeMetals shares in exchange for the acquisition of Prospector Subco Ltd., a wholly-owned subsidiary through which Prospector will hold its interests in Savant, Devon and Whitton mineral properties in Ontario, the TooGood project in Newfoundland, and certain marketable securities as described below (the "Subject Assets"). Prospector intends to distribute the Consideration Shares to its shareholders on a pro-rata basis immediately following closing.Following the issuance of the Consideration Shares, the Company is expected to have approximately 58,842,360 common shares outstanding.On closing, subject to the approval of the TSX Venture Exchange ("TSXV"):It is anticipated that B2Gold will own 28.4% of all issued and outstanding common shares of Lightning.Lightning will implement a new business model focused on acquiring and exploring for Canadian gold projects with an emphasis on evaluating advanced-stage opportunities that also exhibit excellent long-term exploration potential. The Prospector team will provide technical input, Dr. Robert Carpenter will serve as CEO of Lightning on an interim basis during the search for a full-time CEO, and Kristen Reinertson and Nick Furber will serve as the Corporate Secretary and CFO, respectively, of Lightning.BeMetals will undergo a name change to "Lightning Resource Corp." (the Company, on a post-transaction basis, "Lightning").The board of directors will be reconstituted such that it consists of five individuals of whom two will be nominated by each of Prospector and the Company and one will be mutually nominated. As at the date hereof, the nominees will be comprised of Dr. Robert Carpenter, Andrew Rockandel, Jay Sujir, Andrew Brown, and Roger Richer. Additionally, it is expected that Clive Johnson will join the board of directors of Lightning in Q3 2026.Closing of the transaction is subject to the satisfaction of certain closing conditions, including the approval of the TSXV, shareholders of the Company (if required), as well as an order of the Supreme Court of British Columbia permitting the distribution of the Consideration Shares as a return of capital to Prospector shareholders. The Acquisition is considered a reviewable transaction pursuant to the policies of TSXV. BeMetals and Prospector are considered Non-Arm's Length to each other under TSXV definitions by virtue of having B2Gold as a common insider as a result of B2Gold's shareholdings over 10% in each of the respective companies, however BeMetals and Prospector are not "related parties" as defined in National Instrument 61-101. The parties' current boards and management are independent of one another and the valuation of the proposed transaction was determined through arm's length negotiation by the parties' officers, and has been unanimously approved by both BeMetals' and Prospector's boards of directors. None of the parties engaged a financial advisor in respect of the Acquisition and there are no finder's fees payable to any person.Mark Connelly, Chairman of BeMetals, stated: "We're pleased to be announcing this transaction which aims to put BeMetals on a path to discovery success and growth. The proposed Lightning Resource Corp. team has great depth, including proven leadership and technical expertise, and has the support of all members of the BeMetals board, management and advisors."Directors of Lightning Resource Corp.Rob Carpenter - Chairman of the BoardDr. Carpenter is President, CEO and Co-Chairman of Prospector, with over 30 years of corporate and technical mineral exploration experience. He was Co-Founder, President and CEO of Kaminak Gold Corporation (acquired by Goldcorp) and led the company through the discovery of the 5 million-ounce Coffee Gold Project. Dr. Carpenter completed his Ph.D. at Western University, London, ON.Andrew Rockandel - DirectorMr. Rockandel is Executive Director of Prospector and is an accomplished entrepreneur whose four decades of business experience span mineral resources, renewable energy, forestry, and specialized chemicals. Involved in the junior mining market for over 25 years, he has helped found multiple junior companies, bringing together management teams, assets, and financing.Jay Sujir - DirectorMr. Sujir is a Partner in Farris' Mining and Securities practice groups and has nearly 30 years experience, acting for mining and other natural resources companies. He was called to the BC Bar in 1986 after obtaining his LLB from the University of Victoria. He obtained his BA (Economics & Philosophy) in 1981, also from the University of Victoria. Jay is recognized in the Best Lawyers (2025) directory, as a Lexpert Leading Lawyer in Canada (2024), and as a Lexpert Leading Energy & Mining Lawyer (2024).Andrew Brown - DirectorMr. Brown is Vice President, Exploration of B2Gold. He has over 25 years of experience in the mining industry and joined B2Gold in 2012. From 2004 to 2007, Mr. Brown was part of the Bema Gold exploration team, providing technical contributions to Kupol and Julieta Mine, in Russia and to Bema's South African operations. He was a founder and CEO of Laurentian Goldfields Ltd., a TSXV listed exploration company focused on early-stage gold exploration in Canada. Mr. Brown holds a B.Sc. (Hons) in Geology and an M.Sc. in Geology, both from Laurentian University in Sudbury, Ontario and is a Registered Professional Geologist (P.Geo) with the Engineers & Geoscientists of British Columbia.Roger Richer - DirectorMr. Richer is a founder of B2Gold and BeMetals, and an early member of Bema Gold. He served as the Executive Vice President, General Counsel of B2Gold from 2007 to 2022. Mr. Richer has over 30 years of experience in mining law, corporate finance and international business transactions and practices. He has served as a director or officer of several other public companies operating in the resource sector. He has a Bachelor of Arts and a Bachelor of Law degree from the University of Victoria.Clive Johnson - Future Director NomineeMr. Johnson is a founder of Bema Gold, B2Gold and BeMetals. Mr. Johnson currently serves as President, CEO & Director at B2Gold, overseeing the long-term strategy and development of the company and leads its executive team. At Bema Gold and B2Gold, Mr. Johnson was a driving force in each company's transition from a junior exploration company to an international intermediate gold producer. Collectively, he has raised over US$2 billion in equity and debt financings for the construction of numerous profitable operating mines around the globe.Portfolio of Subject AssetsSavant Project (Au): District-scale land position (24,197 ha) in a proven greenstone belt in northwestern Ontario, with underexplored iron formations and favorable shear zones providing opportunity for a discovery of size.Devon Project (Ni, Cu, PGEs): Located near Thunder Bay, Ontario, the Devon Project lies on the Archean craton margin, covered by a sulphide-bearing sedimentary basin, a known ideal geotectonic setting for major magmatic sulfide deposits.Whitton Project (Au, Ni, Cu, PGEs): Dominant land position in the Archean Heaven Lake greenstone belt located in northwest Ontario. Numerous nickel and PGE occurrences as well as potential for banded iron formation hosted gold mineralization.TooGood Project (Au): High-grade district-scale potential in Newfoundland with strong access and infrastructure, with a successful drill campaign in 2025 identifying a 15-km long target corridor. Currently optioned to TooGood Gold Corp. (TSXV: TGC) ("TooGood").Proprietary geological database relating to gold deposits in Ontario and Québec.Marketable securities consisting of 5,000,000 shares of TooGood, together with potential future share option payments under an option agreement with TooGood.$150,000 of funding related to a government grant for the Devon Project.About BeMetals Corp.BeMetals is a precious and base metals exploration company focused on advancing its portfolio of high-potential mineral projects, while continuing to evaluate additional acquisition opportunities. B2Gold is a strategic investor in the Company, currently 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 has the Pangeni Copper Project in the Zambian Copperbelt. Here, BeMetals 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 holds the Kazan Gold Projects in Japan.ON BEHALF OF BEMETALS CORP."Kristen Reinertson"Kristen Reinertson
Interim CEO, DirectorFor further information, please contact:Suzette Ramcharan
Telephone: +1-647-284-5315
Email: info@bemetalscorp.com
Website: www.bemetalscorp.comNeither 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 StatementsThis 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 plans to actively explore the project portfolio and pursue additional acquisition opportunities; the anticipated benefits of the Acquisition and the transactions contemplated thereunder; the anticipated share ownership percentage of B2Gold in Lightning following closing; plans to complete the Consolidation, name change and reconstitution of the board and management teams of the Company; the timing and plans to pursue future exploration, development and advancement of the projects that comprise the Company's asset portfolio, 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", "could" or "should" occur.The forward-looking information in this news release is based on the beliefs and assumptions of BeMetals management considered reasonable as of the date hereof, including but not limited to the assumption that all regulatory, stock exchange, regulatory and court approvals will be obtained in a timely manner and on reasonable terms; that conditions to closing of the Acquisition can and will be satisfied in a timely manner and as expected; that the nominees of each of Prospector and BeMetals to the board of directors of Lightning will not change; that management's projections will be validated over time; and general business and economic conditions will not change in a materially adverse manner. Should any one or more risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect, actual results and forward-looking statements may vary materially from those described herein. Factors that could cause actual results to differ materially include, but are not limited to, the following: unfavorable economic conditions; changes in financial markets; the impact of exchange rate fluctuations; unstable political conditions and developments; community relations; criminal activity; changes in regulatory requirements impacting the Company's operations; pandemics and epidemics; the sufficiency of current working capital; the estimated cost and availability of funding; and other risks and uncertainties involved in the mineral exploration and development industry. 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 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 required 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.SOURCE: BeMetals Corp.View the original press release on ACCESS NewswireOriginal: BeMetals Announces Agreement to Acquire Prospective Projects from Prospector Metals for Creation of a New Canadian-Focused Exploration Company

BMEAF changed to BMTLF:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

BMET changed to BMEAF:

https://otce.finra.org/otce/dailyList?viewType=Additions

BeMetals Enters Option Agreement With Thunder Mountain Gold to Acquire High-Grade South Mountain Project in Idaho

https://ih.advfn.com/stock-market/TSXV/BMET/stock-news/79370330/bemetals-enters-option-agreement-with-thunder-moun

VANCOUVER, Sept. 5, 2018 /CNW/ - BeMetals Corp. ("BeMetals" or the "Company") (TSXV:BMET) is pleased to announce that it has commenced field activities at the Pangeni Copper Project in Zambia. In addition, Dr Richard Sillitoe, one of the world's foremost experts on base metal and other deposits, has joined the BeMetals team as a strategic and technical advisor. Dr Sillitoe will provide valuable insight and recommendations regarding identification and evaluation of quality projects, thereby complementing the Company's growth plan.

PANGENI COPPER EXPLORATION PROJECT

The Company, through its strong technical and local Optionors on this project, Copper Cross Zambia Limited ("CCZ") and Pangeni Mineral Resources Limited, has commenced field camp establishment and air-core drill track access as anticipated for the next phase of exploration work at the property. A contract for the air-core drilling has been finalized and the drilling equipment will be mobilized to site within the next two weeks parallel with completion of drill track access. During August 2018 detailed target definition and logistical planning, in-line with the supported conclusions of the recently completed Independent Technical Report for the project, were finalised.

This phase of exploration work includes the drilling of air-core boreholes (approximately 40-50m deep) to test for potential, geochemical anomalies, associated with mineralised extensions to the Central and Southwest Targets, under surrounding Kalahari Group cover units. The property is at an early exploration stage with only five core boreholes having been completed to date (three boreholes at the Central Target and two at the Southwest Target). All five holes intersected hypogene copper mineralisation. The most significant intersections included borehole CT1: 6.1m @ 0.34%TCu (from 39m depth) and borehole SW1: 5.5m @ 0.48%TCu (from 142.5m depth). At the Central Target the drilling results indicate there is associated anomalous cobalt with the copper intersections, CT1 returning: 6.1m @ 320ppm Co (for the same copper intersection as quoted above). These boreholes results provide encouraging proof of concept for the geological models generated for the property, and support the strategy for further exploration.

In addition initial priority targets, identified during previous exploration programs, are to be tested. This orientation air-core program will be completed to also assess the applicability of this drilling technique in this specific area. Based upon the assessment of the applicability of this drilling method in the project area, and results from the air-core geochemical sampling further exploration will be motivated as appropriate.

The Pangeni Copper Project is located on the western extension of the Zambian Copperbelt, within the Lufilian Arc, underlain by Katangan Supergroup metasediments which are covered by a thin veneer of Kalahari sands. The Sentinel, open pit, Copper Mine is operated by First Quantum Minerals some 130 kilometres to the northeast of the Pangeni Copper Project. A number of major international mining companies have identified this region of the Zambian Copperbelt to be prospective for the discovery of tier one copper mines and are conducting exploration field work in this region.

STRATEGIC AND TECHNICAL ADVISOR

Dr Richard Sillitoe has served as an independent economic geological consultant for numerous international mining companies in Europe, the Americas, Africa, Australasia, Southeast Asia and the western Pacific region for the past 45 years, during which time he has made major contributions to the discovery of a variety of copper and other deposits. He is the author of 130 economic geology articles as well as three books documenting circum-Pacific discoveries.

Richard graduated from the University of London, England, where he went on to obtain a PhD degree in 1968. After working for the Instituto de Investigaciones Geológicas (Geological Survey of Chile) and then returning to the Royal School of Mines at the University of London as a Shell postdoctoral research fellow, he began his consulting career with mining companies, international agencies and foreign governments.

He has a breadth of experience, including work on precious, base and lithophile-metal deposits and prospects in 100 countries worldwide, but focuses primarily on the epithermal gold and porphyry copper environments. His specialty is deposit modelling using field observations and drill core. Published research has earned him awards in Europe, Australia and North and South America, including the R.A.F. Penrose Gold Medal of the Society of Economic Geologists, of which he was President in 1999–2000.

"We are delighted that Dr Sillitoe has agreed to be a part of our team. His wide-ranging international technical expertise and premier reputation will be highly valuable as we pursue our growth strategy and goal of becoming a significant base metal producer" said John Wilton, CEO and Director of BeMetals.

ABOUT BEMETALS CORP.

BeMetals is driving its growth strategy towards the goal of becoming a significant base metal producer through the acquisition of quality exploration, development and production stage base metals projects. This strategy is directed by the Board, key members of which have an extensive, proven track record in delivering considerable value in the mining sector through the discovery and building of mines.

ON BEHALF OF BEMETALS CORP.

"John Wilton"

John Wilton
CEO, President and Director

VANCOUVER, July 24, 2018 /CNW/ - BeMetals Corp. ("BeMetals" or the "Company") (TSXV: BMET) is pleased to announce the completion of its qualifying transaction (the "Qualifying Transaction") under the policies of the TSX Venture Exchange (the "Exchange"). BeMetals common shares will graduate from the NEX to Tier 2 of the Exchange and trading in the common shares of the Company is expected to resume on the Exchange at market open on Wednesday, July 25, 2018 under its symbol "BMET".

The Qualifying Transaction

In February 2018, further to a November 2017 letter agreement, the Company confirmed the agreement (the "Agreement") with Copper Cross Zambia Limited and its parent company Manica Zambia Limited (together the "Vendor") to acquire up to a 72% interest in the Pangeni copper project ("Pangeni Copper Project") located on the western extension of the Zambian Copperbelt (see February 27, 2018 news release for details). The initial 67.5% interest can be acquired by the Company paying US$300,000 cash, issuing a total of 500,000 common shares, incurring US$2.5 million in exploration work, all prior to the second anniversary, and then completing a preliminary economic assessment and making a further cash payments of US$1,150,000 prior to the fifth anniversary. The Company may acquire an additional 4.5% interest by funding a feasibility study on the project and making a further cash payment of US$750,000. The US$2.5 million to be spent on exploration work is an obligation under the Agreement and must either be satisfied by expenditures on exploration activities or by cash payments to the Vendor. The initial 100,000 common shares were issued to the Vendor on closing of the Qualifying Transaction. BeMetals benefits from the support of strong technical and local Optionors on this project, Copper Cross Zambia and Pangeni Mineral Resources Limited.

In connection with the Qualifying Transaction, on July 19, 2018, the Company closed its upsized non-brokered private placement (the "Financing") of 11,200,000 common shares of the Company at a price of $0.20 per share for gross proceeds of $2,240,000 (see July 19, 2018 news release for details).

After giving effect to the Qualifying Transaction and the Financing, there are 68,098,577 common shares of the Company outstanding on a non-diluted basis and 73,618,577 common shares outstanding on a fully diluted basis. Of these, an aggregate 15,538,574 common shares, of which 14,930,000 are held by Principals of the Company, will be held in escrow and will be released from escrow as follows: 10% upon issuance of the Exchange bulletin granting final approval for the Transaction (the "Final Bulletin"); 15% on the date that is six months after the date of the Final Bulletin; 15% on the date that is 12 months after the date of the Final Bulletin; 15% on the date that is 18 months after the date of the Final Bulletin; 15% on the date that is 24 months after the date of the Final Bulletin; 15% on the date that is 30 months after the date of the Final Bulletin; and 15% on the date that is 36 months after the date of the Final Bulletin.

Following the Qualifying Transaction, the board of directors remains comprised of John Wilton, Clive Johnson, Roger Richer, Tom Garagan, and Kristen Reinertson. Mr. Wilton continues as the Company's President and CEO and Ms. Reinertson as the Company's CFO and Corporate Secretary.

Readers are referred to the filing statement of BeMetals dated July 18, 2018 (the "Filing Statement") which was prepared in accordance with the requirements of the Exchange and filed under the Company's issuer profile on SEDAR at www.sedar.com.

Pangeni Copper Exploration Project & Work Program

The Pangeni Copper Project is located on the western extension of the Zambian Copperbelt, within the Lufilian Arc, underlain by Katangan Supergroup metasediments which are covered by a thin veneer of Kalahari sands. The Sentinel, open pit, Copper Mine is operated by First Quantum Minerals some 130 kilometres to the northeast of the Pangeni Copper Project. A number of other major international mining companies have identified this region of the Zambian Copperbelt to be prospective for the discovery of tier one copper mines and are conducting exploration field work.

An independent technical report (the "Technical Report") has been completed by African Mining Consultants Limited in accordance with the requirements of National Instrument 43-101 and filed under the Company's issuer profile on SEDAR at www.sedar.com. The Technical Report concludes the property remains at an early exploration stage with only five boreholes having been completed to date (three boreholes at the Central Target and two at the Southwest Target). All five holes intersected hypogene copper mineralisation. The most significant intersections included borehole CT1: 6.1m @ 0.34%TCu (from 39m depth) and borehole SW1: 5.5m @ 0.48%TCu (from 142.5m depth). At the Central Target the drilling results indicate there is associated anomalous cobalt with the copper intersections, CT1 returning: 6.1m @ 320ppm Co (for the same copper intersection as quoted above). These boreholes results provide encouraging proof of concept for the geological models generated for the property, and support the strategy for further exploration.

The Pangeni Copper Project property is geologically prospective for the following deposit types; Basement-hosted Cu (analogues: the Lumwana Deposit, Nyungu Prospect), Sediment-hosted stratiform Cu-Co (analogues: Nchanga, Konkola, Nkana, and Mufulira Deposits), the Domes Region Deposits e.g. Sentinel, and Kansanshi and DRC Copperbelt Deposits e.g. Lonshi, Frontier, Kamoa-Kakula).

The next phase of exploration work will include the drilling of air-core boreholes (approximately 40-50m deep) to test for potential, geochemical anomalies, associated with mineralised extensions to the Central and Southwest Targets, under Kalahari Group cover units. In addition initial priority targets, identified during previous exploration programs, are to be tested. An orientation air-core program will be completed to test the applicability of this technique in this specific area. This program will total approximately 2,400m of air-core drilling. Based upon an assessment of applicability of this drilling method in the area, and results from the air-core geochemical sampling further exploration will be motivated as appropriate.

About BeMetals Corp.

BeMetals is driving its growth strategy towards the goal of becoming a significant base metal producer through the acquisition of quality exploration, development and production stage base metals projects. This strategy is directed by the Board, key members of which have an extensive, proven track record in delivering considerable value in the mining sector through the discovery and building of mines.

On Behalf of BeMetals Corp.

"John Wilton"

John Wilton
CEO, President and Director

VANCOUVER, July 19, 2018 /CNW/ - BeMetals Corp. ("BeMetals" or the "Company") is pleased to announce it has received conditional approval, in-line with normal procedure, of its qualifying transaction (the "Qualifying Transaction") under the policies of the TSX Venture Exchange (the "Exchange") and has closed its previously announced private placement which was increased to $2,240,000 (the "Financing").

The Financing

The Company has closed its, upsized, concurrent non-brokered private placement of 11,200,000 common shares of the Company at a price of $0.20 per share for gross proceeds of $2,240,000, an increase from the previously announced $2,000,000 proposed offering. The net proceeds will be used to advance the exploration of the Pangeni copper project ("Pangeni Copper Project") located on the western extension of the Zambian Copperbelt (see February 27, 2018 news release for details) and for working capital purposes, including to conduct due diligence reviews on additional base metals projects. All of the common shares issued under the Financing are subject to a hold period expiring November 20, 2018. In connection with the Financing, finder's fees of $81,000 were paid in cash.

The Qualifying Transaction

In February 2018, further to a November 2017 letter agreement, the Company confirmed the agreement (the "Agreement") with Copper Cross Zambia Limited and its parent company Manica Zambia Limited (together the "Vendor") to acquire up to a 72% interest in the Pangeni Copper Project. The initial 67.5% interest can be acquired by the Company paying US$300,000 cash, issuing a total of 500,000 common shares, incurring US$2.5 million in exploration work, all prior to the second anniversary, and then completing a preliminary economic assessment and making a further cash payments of US$1,150,000 prior to the fifth anniversary. The Company may acquire an additional 4.5% interest by funding a feasibility study on the project and making a further cash payment of US$750,000. The US$2.5 million to be spent on exploration work is an obligation under the Agreement and must either be satisfied by expenditures on exploration activities or by cash payments to the Vendor. The initial 100,000 common shares will be issued to the Vendor on closing of the Qualifying Transaction. BeMetals benefits from the support of strong technical and local Optionors on this project, Copper Cross Zambia and Pangeni Mineral Resources Limited.

Readers are referred to the filing statement of BeMetals dated July 18, 2018 (the "Filing Statement") which was prepared in accordance with the requirements of the Exchange and filed under the Company's issuer profile on SEDAR at www.sedar.com.

Independent Technical Report

An independent technical report (the "Technical Report") has been completed by African Mining Consultants Limited in accordance with the requirements of National Instrument 43-101 and filed under the Company's issuer profile on SEDAR at www.sedar.com. The Technical Report supports the geological merits of the property, and its prospectivity for the discovery of copper deposits. Final planning of exploration activities is advanced, and the field program will be initiated, soonest, upon closing of the Qualifying Transaction.

Pangeni Copper Exploration Project & Work Program

The Pangeni Copper Project is located on the western extension of the Zambian Copperbelt, within the Lufilian Arc, underlain by Katangan Supergroup metasediments which are covered by a thin veneer of Kalahari sands. The Sentinel, open pit, Copper Mine is operated by First Quantum Minerals some 130 kilometres to the northeast of the Pangeni Copper Project. A number of other major international mining companies have identified this region of the Zambian Copperbelt to be prospective for the discovery of tier one copper mines and are conducting exploration field work.

The Technical Report concludes the Pangeni Copper Project remains at an early exploration stage with only five boreholes having been completed to date (three boreholes at the Central Target and two at the Southwest Target). All five holes intersected hypogene copper mineralisation. The most significant intersections included borehole CT1: 6.1m @ 0.34%TCu (from 39m depth) and borehole SW1: 5.5m @ 0.48%TCu (from 142.5m depth). At the Central Target the drilling results indicate there is associated anomalous cobalt with the copper intersections, CT1 returning: 6.1m @ 320ppm Co (for the same copper intersection as quoted above). These boreholes results provide encouraging proof of concept for the geological models generated for the property, and support the strategy for further exploration.

The Pangeni Copper Project property is geologically prospective for the following deposit types; Basement-hosted Cu (analogues: the Lumwana Deposit, Nyungu Prospect), Sediment-hosted stratiform Cu-Co (analogues: Nchanga, Konkola, Nkana, and Mufulira Deposits), the Domes Region Deposits e.g. Sentinel, and Kansanshi and DRC Copperbelt Deposits e.g. Lonshi, Frontier, Kamoa-Kakula).

The next phase of exploration work will include the drilling of air-core boreholes (approximately 40-50m deep) to test for potential, geochemical anomalies, associated with mineralised extensions to the Central and Southwest Targets, under Kalahari Group cover units. In addition initial priority targets, identified during previous exploration programs, are to be tested. An orientation air-core program will be completed to test the applicability of this technique in this specific area. This program will total approximately 2,400m of air-core drilling. Based upon an assessment of applicability of this drilling method in the area, and results from the air-core geochemical sampling further exploration will be motivated as appropriate.

Early Warning Disclosure Pursuant to National Instrument 62-103

The Company has been advised that Clive Johnson and related entities have acquired 500,000 common shares of the Company and disposed of 6,000,000 common shares the Company. Mr. Johnson acquired 500,000 common shares directly in the Financing, representing 0.74% of the issued and outstanding common shares of the Company. Mr. Johnson directly and 392611 BC Ltd. (a company controlled by Mr. Johnson) each disposed of 3,000,000 common shares of the Company in private transactions representing in aggregate 8.82% of the issued and outstanding shares of the Company. Mr. Johnson decreased his position in order for other directors and key advisers to acquire a larger stake in the Company which further aligns their interests with those of the shareholders of the Company. Following these transactions, Mr. Johnson retains 11.54% ownership of the Company through direct and indirect ownership and/or control, over an aggregate of 7,850,000 common shares of the Company and would own 12.51% on a partially diluted basis, assuming the exercise of 750,000 incentive stock options. Mr. Johnson acquired and disposed of these securities for investment purposes and may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant. As disclosed in the Filing Statement, certain securities held by Mr. Johnson are subject to escrow restrictions imposed by the Exchange. An early warning report will be filed by Mr. Johnson in accordance with applicable securities laws.

ABOUT BEMETALS CORP.

BeMetals is driving its growth strategy towards the goal of becoming a significant base metal producer through the acquisition of quality exploration, development and production stage base metals projects. This strategy is directed by the Board, key members of which have an extensive, proven track record in delivering considerable value in the mining sector through the discovery and building of mines.

ON BEHALF OF BEMETALS CORP.

"John Wilton"

John Wilton
CEO, President and Director

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 release.

Technical information in this news release has been reviewed and approved by John Wilton, Pr. Sci. Nat., the Company's CEO and President and a "Qualified Person" as defined by National Instrument 43-101 standards.

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 plans for future exploration and development of the Pangeni Copper Project and the acquisition of additional base 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", "could" 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 materially different from those expressed or implied by such statements, including but not limited to: risks related to the Pangeni Copper Project; risks related to international operations; risks related to general economic conditions, actual results of current exploration activities, unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including copper and other base metals; fluctuations in foreign currency exchange rates, increases in market prices of mining consumables, possible variations in resource estimates, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in the completion of exploration, development or construction activities, changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which the Company operates. 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 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.sedar.com for further information respecting the risks affecting the Company and its business.

SOURCE BeMetals Corp.


Copyright 2018 Canada NewsWire

Should be trade resumption news soon. That private placement should be finishing up.

June 19, 2018 ,TSXV – BMET.H ANNOUNCES PRIVATE PLACEMENT AND PLANNED GRADUATION TO THE TSX VENTURE EXCHANGE

BeMetals Corp. (“BeMetals” or the “Company”) is pleased to announce that it has arranged a non- brokered private placement of 10 million common shares of the Company at a price of $0.20 per share to raise gross proceeds of $2 million. The net proceeds will be used to advance the exploration of the Pangeni copper project (“Pangeni”) located on the western extension of the Zambian Copperbelt (see February 27, 2018 news release) and for working capital purposes, including to conduct due diligence reviews on additional base metals projects. Finder’s fees or commissions may be paid in connection with the private placement to registered dealers or pursuant to registration exemptions in accordance with the policies of the TSX Venture Exchange (“TSXV”).

BeMetals is driving its growth strategy towards the goal of becoming a significant base metal producer through the acquisition of quality exploration, development and production stage base metals projects. This strategy is directed by the Board, key members of which have an extensive, proven track record in delivering considerable value in the mining sector through the discovery and building of mines.

Closing of the private placement is expected to take place concurrently with TSXV approval for the Pangeni acquisition, which will constitute the Company’s qualifying transaction and move the Company’s stock exchange listing from NEX to Tier 2 of the TSXV. Trading in the Company’s shares has been halted at the Company’s request pending closing of the qualifying transaction.

John Wilton
CEO, President and Director

TSXV – BMET.H. VANCOUVER, April 17, 2018 /CNW/ - BeMetals Corp. (the "Company" or "BeMetals") (TSXV: BMET.H) is pleased to report that it has completed the previously announced name change from BQ Metals Corp. to BeMetals Corp.

In connection with the name change, the Company's trading symbol on the NEX board of the TSX Venture Exchange will be changed to "BMET.H" upon the opening of the markets on Wednesday, April 18, 2018. The CUSIP number assigned to the Company's shares following the name change is 081379109 (ISIN: CA0813791096). No action is required to be taken by shareholders with respect to the name change. Outstanding share certificates are not affected by the name change and do not need to be exchanged.

The Company continues to move forward on the Pangeni Project, wherein it has secured rights to earn 72% of the exploration venture, in the Zambian Copperbelt as described in the Company's February 27, 2018 news release. The preparation of an independent 43-101 Technical Report is well advanced. Encouraging historical results from initial core drilling of two priority exploration targets, some 20km apart, provides significant motivation for further exploration work. These results also indicate the prospective geological setting of this license that is largely covered by a thin veneer of Kalahari sand units. A number of major international mining companies have identified this competitive region of the Zambian Copperbelt to be prospective for the discovery of tier one copper mines, and are conducting exploration field work. BeMetals benefits from the support of strong technical and local Optionors on this project, Copper Cross Zambia and Pangeni Mineral Resources Limited. The Company's earn-in to the Pangeni Project is subject to the approval of the TSX Venture Exchange.

BeMetals is driving its growth strategy towards the Company's goal of becoming a significant base metal producer through the acquisition of quality exploration, development and production stage base metals projects. This strategy is directed by the Board, key members of which have an extensive, proven track record in delivering considerable value in the mining sector through the discovery and building of mines.

Other Changes

In connection with BeMetals' annual general meeting of shareholders scheduled for May 11, 2018, Clive Johnson will be standing for re-election as a director but has stepped down as Non-Executive Chairman of the Board.

Qualified Person

Technical information in this news release has been reviewed and approved by John Wilton, Pr. Sci. Nat., the Company's CEO and President and a "Qualified Person" as defined by National Instrument 43-101 standards.

ON BEHALF OF BEMETALS CORP.
"John Wilton"

John Wilton
CEO, President and Director