Mr. Neil Novak reports

BWR EXPLORATION INC. CLOSES TRANCHE 2 OF THE BRIDGE FINANCING PURSUANT TO A BUSINESS COMBINATION TRANSACTION WITH ELECTRO METALS AND MINING INC.

As per the previously announced bridge financing regarding a proposed business combination with Electro Metals and Mining Inc., a federally registered private company, BWR Exploration Inc. and Electro have raised $240,000, surpassing the minimum aggregate amount needed as a condition of the proposed business combination as announced on Dec. 27, 2024.

Private placements

It was a condition of completion of the transaction (as described herein) that 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 $240,000.

BWR bridge financing -- tranche 2

BWR has raised an additional $50,000 in its bridge financing. In the second tranche, BWR issued 2.5 million units, with each unit composed of one BWR common share and one BWR warrant, at a price of two cents per unit. Each BWR warrant is exercisable into one BWR common share at a price of five cents per BWR warrant, exercisable up to five years from the date of issuance.

BWR announced the closing of its first tranche on Feb. 14, 2025, raising $40,000 with the issuance of two million units. BWR has raised an aggregate total of $90,000.

The units contain a four-month-and-one-day hold period set to expire on Oct. 5, 2025, with the first tranche expiring on June 7, 2025. The proceeds will be used to cover costs related to the proposed business combination. No finders' fees were paid as part of the BWR bridge financing in either tranche one or two.

Certain directors and other insiders of BWR participated in the BWR bridge financing and subscribed for 1.25 million units for an aggregate price of $25,000, an amount no more than the maximum amount permissible under applicable securities laws and regulatory rules. Participation by the directors and other insiders in the BWR bridge financing is considered a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). BWR is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the insiders' participation in the BWR bridge financing in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value (as determined under MI 61-101) of any securities issued under the BWR bridge financing (and the consideration paid to BWR therefor) to interested parties (as defined under MI 61-101) did not exceed 25 per cent of BWR's market capitalization (as determined under MI 61-101).

Electro bridge financing

Electro has raised an aggregate of $150,000, exceeding its minimum raise of $120,000, having issued 937,500 Electro units at 16 cents (see news release dated Dec. 27, 2024). Each Electro unit consists of one Electro ordinary share and one warrant to purchase one Electro ordinary share at an exercise price of 25 cents for a period of two years from the date the Electro ordinary shares are listed on a public stock exchange. A total of 22,313 broker warrants as finder's compensation (as defined below) were issued as part of the Electro bridge financing.

The transaction

As reported and detailed in the Dec. 27, 2024, press release, it is intended that BWR and Electro will enter into a business combination by way of a reverse takeover structured as a share exchange, three-cornered amalgamation, merger, amalgamation, arrangement or other similar form of transaction, which will 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 the definitive agreement will be disclosed in due course. In accordance with the policies of the TSX Venture Exchange, trading of BWR shares has been halted as a result of the Dec. 27, 202, 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.

Finder's fee

In conjunction with the transaction, the parties may issue a finder's fee 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 finder compensation will be related to the securities issued as part of the private placements and will be up to 7 per cent in cash and 7 per cent in finder warrants at the same terms as the applicable private placement.

We seek Safe Harbor.