Mr. John Wilton reports

BEMETALS ANNOUNCES CLOSING OF C$ 3.3 MILLION CONVERTIBLE DEBENTURE PRIVATE PLACEMENT AND SHAREHOLDER APPROVAL OF B2GOLD CORP. AS NEW CONTROL PERSON

Bemetals Corp. has closed its previously announced private placement of $3.3-million by issuing a $3.3-million convertible debenture to strategic investor B2Gold Corp. B2Gold financed its subscription in the offering by applying the principal amount of the previously issued $1.75-million bridge loan and by providing an additional $1.55-million of new investment.

John Wilton, president and chief executive officer of Bemetals, stated: "We are pleased to have closed this financing with B2Gold following strong support by the company's shareholders at our annual and special meeting held on Sept. 6, 2023. Field operations have commenced at our Todoroki gold-silver project in Hokkaido, Japan, and diamond drilling is expected to begin there shortly. In addition, we are currently conducting a substantial aircore and follow-up core drilling phase of exploration at our Pangeni copper project in Zambia. New drilling results from these projects should be received and released in the coming months."

At Bemetals' recent annual and special meeting, all proposed resolutions were passed including 100 per cent of the votes by disinterested shareholders approving the creation of B2Gold as a new control person of the company (as such term is defined by the policies of the TSX Venture Exchange) and 100 per cent of the votes by minority shareholders approving the offering, pursuant to Multilateral Instrument 61-101 requirements.

The debenture matures on Sept. 8, 2028, and bears an interest rate of 7 per cent per annum, calculated and compounded annually in arrears on each anniversary date. The principal amount of the debenture is convertible into common shares of Bemetals at the option of the holder at any time on or before the maturity date at a price of 25 cents per common share. Accrued interest on the debenture is convertible into common shares at the option of the holder on the maturity date at a price per common share that is the greater of 25 cents and market price at the time of conversion (subject to prior approval by the TSX Venture Exchange). The debenture, and any accrued interest thereon, is repayable by the company in part or in full at any time without penalty. The proceeds of the offering will be used for continued exploration of the company's portfolio of gold projects in Japan and its copper project in Zambia, as well as for general working capital. The debenture, and the common shares that can be acquired on conversion thereof, are subject to a hold period ending on Jan. 9, 2024. The company is not paying any bonuses, finder's fees, commissions or transaction fees with regards to the offering.

Immediately following closing of the offering, B2Gold owns 33,276,115 common shares, representing 18.76 per cent of the issued and outstanding common shares on a non-diluted basis and up to 24.39 per cent on a partially diluted basis, assuming the conversion of the principal amount of the debenture into up to 13.2 million common shares.

Repayment of bridge loan

As announced on Aug. 1, 2023, the company received a $1.75-million unsecured bridge loan from B2Gold. The principal amount of the bridge loan was applied as partial subscription proceeds for the offering, therefore the principal amount of the bridge loan has been repaid in full.

About Bemetals Corp.

Bemetals is a precious metals and base metals exploration and development company focused on becoming a leading metal producer through the acquisition of quality exploration, development and potentially production-stage projects. The company has established itself in the gold sector with the acquisition of a portfolio of wholly owned exploration projects in Japan. Bemetals is also progressing its Tier 1 Pangeni copper exploration project in the prolific Zambian copper belt with co-financing investor JOGMEC (Japan Organization for Metals and Energy Security). Guiding and leading the company's growth strategy is a strong board and management team, founders and significant shareholders of the company, who have an extensive proven record of delivering exceptional value in the mining sector, over many decades, through the discovery, construction and operation of mines around the world.

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