Mr. Neil Novak reports

BWR EXPLORATION INC. PROVIDES AN UPDATE ON BRIDGE FINANCING PURSUANT TO A BUSINESS COMBINATION TRANSACTION WITH ELECTRO METALS AND MINING INC.

As per a previously announced bridge financing regarding BWR Exploration Inc.'s proposed business combination with Electro Metals and Mining Inc., a federally registered private company, Electro has raised $126,000, exceeding its minimum raise of $120,000, having issued 787,500 units at 16 cents (see news release dated Dec. 27, 2024). Electro has made the annual option payment of $100,000 to the optionor of the Magusi-Fabie Bay property and issued four million shares of its capital to the optionor, thus satisfying the Jan. 31, 2025, deadline, which is one of the conditions precedent to the proposed reverse takeover transaction (RTO) between Electro and BWR announced on Dec. 27, 2024. Electro continues to discuss further potential subscriptions for equity to cover its costs related to the business combination process.

BWR continues with its bridge financing efforts to raise a minimum $100,000 (five million units) and a maximum of $180,000 (nine million units) at two cents per unit. BWR will report to shareholders when it has reached its minimum threshold. BWR has closed its first tranche of its bridge financing raising $40,000. The units contain a four-month-and-one-day hold period set to expire on June 7, 2025. The proceeds will be used to cover costs related to the proposed business combination.

The transaction

As reported and detailed in the Dec. 27, 2024, press release, it is intended that BWR and Electro will be entering into a business combination by way of a reverse takeover (RTO), to be structured as a share exchange or other similar form of transaction, that would result in Electro and all of its subsidiaries and affiliates becoming directly or indirectly wholly owned subsidiaries of BWR. The parties agree, however, that the final structure of the business combination is subject to receipt by the parties of satisfactory tax, corporate and securities law advice in each party's sole discretion. The transaction is an arm's-length transaction.

Further details of the transaction and definitive agreement will be disclosed in due course. In accordance with the policies of the Toronto Venture Exchange, trading of BWR shares has been halted as a result of the Dec. 27, 2024, announcement and will not resume trading until such time as the TSX-V determines according to its policies, including the issuance of a comprehensive news release announcing that, amongst other conditions, a definitive agreement has been reached between BWR and Electro.

Private placements

It was a condition of completion of the transaction that each of each of BWR and Electro complete a unit financing to raise a minimum of $220,000 up to a combined $300,000 for immediate use for near-term commitments and to advance the transaction. BWR and Electro have raised an aggregate of $166,000, more than half of the targeted amount. As per the Dec. 27, 2024, news release, amongst other conditions and as part of the RTO, each of BWR and Electro intend to do a concurrent financing to raise up to $2.25-million in flow-through units and up to $750,000 in non-flow-through (the aggregate amount may be adjusted). It is anticipated that the concurrent financing will be launched in late February or early March; details to follow.

Finders' fees

In conjunction with the transaction the parties may issue finders' fees of cash and warrants to arm's-length third parties that introduce investors, and such third parties will have the right to allocate to their designated company or certain individuals prior to the closing of the transaction. The finders' compensation will be related to the securities issued as part of the private placements and will be up to 7 per cent cash and 7 per cent finder warrants at the same terms as the applicable private placement.

PDAC2025

BWR and Electro will be sharing Booth 2418 (A) in the investors exchange at the PDAC (Prospectors & Developers Association of Canada) convention to be held in Toronto from March 2 to March 6, 2025; management will be available to answer questions on March 2 and March 3, 2025.

We seek Safe Harbor.