BeMetals Corp. announced that it has entered into a subscription agreement for a non- brokered private placement and it has received up to CAD 3,300,000 on July 31, 2023. The transaction included participation from returning investor, B2Gold Corp.

The company has issued unsecured convertible debenture in the amount of CAD 3,300,000 in the transaction. The convertible debenture will mature five years from date of issue and will bear interest at the rate of 7% per annum calculated and compounded annually in arrears on each anniversary date. The principal amount of the debenture will be convertible into common shares of company at the option of the holder at any time on or before the maturity date at a price of CAD 0.25 per share.

Accrued interest on the debenture will be convertible into common shares at the option of the holder on the maturity date at a price per share that is the greater of CAD 0.25 and market price at the time of conversion subject to prior approval by the TSX Venture Exchange. The debenture and any accrued interest thereon will be repayable in part or in full at any time without penalty. The offering is subject to acceptance for filing by the TSX Venture Exchange, and all securities issued in connection with the offering will be subject to a four month hold period from the closing date.

The company is not paying any finder's fees with regards to the offering. The investor has also agreed to make available to the company an additional CAD 2,000,000 of funding, which can be called in part or in full at the option of company at any time on or before December 31, 2023. It is currently anticipated that the additional funding would be provided as an unsecured interest-bearing convertible redeemable debenture on substantially the same terms as the offering, other than the conversion pricing.

The principal amount of the Debenture would be convertible into common shares of company at the option of the holder at any time on or before the maturity date at a price per share equal to the greater of CAD 0.25 per share or a 65% premium to market price at the time of announcement of the election to draw down the additional funding. Accrued interest on the Debenture would be convertible into common shares at the option of the holder on the maturity date at a price per share that is equal to the greater of the conversion price of the Debenture and market price at the time of conversion subject to prior approval by the TSX Venture Exchange. The additional funding will be subject to TSX Venture Exchange approval prior to completing.

The acquisition of the debenture by investor, which currently owns 18.8% of the common shares of company, will result in investor owning greater than 20% of the company on a partially diluted basis. Therefore prior to closing of the offering, approval by company? shareholders will be sought for investor to become a control person of the company.

The company?s annual and special meeting of shareholders has been set for September 6, 2023. Due to the timing for completing a shareholder meeting prior to closing of the offering, B2Gold has agreed to advance an initial CAD 1,750,000 by way of an unsecured bridge loan to the company which will bear interest at a rate of 7% per annum. The bridge loan will have a term of six months and is repayable by company at any time in cash.

Upon receipt of the required shareholder approvals, and TSX Venture Exchange approval to close the offering, it is expected that the principal amount of the bridge loan will be applied as partial subscription funds for the offering.