Mr. Neil Novak reports
BWR EXPLORATION INC. AND ELECTRO METALS AND MINING INC. ANNOUNCE MEETING OF SHAREHOLDERS AND RECORD DATE
BWR Exploration Inc. has set its annual general and special meeting of shareholders for Dec. 31, 2025, commencing at 8 a.m., at its registered address to approve, among other things, the proposed amalgamation with Electro Metals and Mining Inc., announced on Aug. 20, 2025, which will involve a reverse takeover of BWR by Electro. BWR shareholders as of the record date of Nov. 21, 2025, will be entitled to vote at the BWR meeting.
Electro also announces that its annual general and special meeting of shareholders will be held on Dec. 31, 2025, by way of a Zoom call, with details to be provided to Electro shareholders. Shareholders will vote on the transaction, among other items.
The boards of directors of both companies have unanimously voted in favour of the transaction (see press release of Aug. 22, 2025) and encourage their respective shareholders to vote in favour of the transaction. A Zoom call to present the transaction will be held Nov. 27, 2025, at 10 a.m.
Under the terms of the transaction, BWR will issue to Electro shareholders one postconsolidation BWR share for each Electro share, subject to final adjustment, implying a share price of 2.1 cents for each preconsolidation BWR share.
"The conclusion of this transaction will establish a company with strong growth potential anchored by high-grade copper and gold projects," stated Daryl Hodges, chairman and chief executive officer of Electro Metals and Mining. "We are committed to creating significant value for both existing and future shareholders, and, under the structure of the Transaction, investors will receive free-trading shares of Electro Metals Corp. upon closing of the transaction, expected to be on or about Jan. 31, 2026."
BWR and Electro also announce the concurrent financing to support the transaction. The companies plan to raise a minimum of $1.6-million and a maximum of $2.25-million for exploration purposes by issuing flow-through units in Electro Metals priced at 26 cents. Each FT unit will be composed of one FT common share and one-half of one common share purchase warrant. Each whole warrant will have an exercise price of 35 cents for a period of three years from the date of listing its shares. In addition, the companies will raise a minimum of $1.6-million and a maximum $1.75-million by issuing hard-dollar units at a price of 20 cents. Each HD unit will be composed of one common share and one common share purchase warrant. Each HD warrant will have an exercise price of 25 cents for two years from date of listing its shares.
With the tight financing schedule, the companies expect to complete multiple closings commencing Dec. 31, 2025, after the shareholder meetings, up until the date of closing of the transaction. The transaction is expected to close on or about Jan. 31, 2026, and free-trading shares will be issued in the new TSX Venture Exchange-listed company Electro Metals Corp., subject to financing and customary approvals.
"On behalf of the board of directors of BWR, we encourage all shareholders to vote in favour of the RTO with Electro. This transaction will create a new publicly traded company with multiple exploration assets across Central Canada, anchored by the Magusi-Fabie project in Quebec, a highly prospective critical and precious metals opportunity with significant growth potential," said Neil Novak, president and chief executive officer of BWR Exploration. "The combination provides a stronger platform to advance these assets through the exploration and development cycle while the new exploration team prepares to commence exploration programs at the high-grade Little Stull Lake gold project in northeast Manitoba."
About BWR Exploration Inc.
BWR is a Tier 2 junior exploration company with shares listed and trading on the TSX Venture Exchange. BWR holds three early-stage exploration properties in Canada: one in Quebec (Vendome Sud copper-nickel project), one in Ontario (Shunsby copper, zinc project) and one in Manitoba (Little Stull Lake gold project), and each property has reported historic resources that are non-compliant with respect to current National Instrument 43-101 reporting standards. As such, each property requires additional exploration to elevate the non-compliant historic resource classification to current reporting standards. Management of BWR includes an accomplished group of exploration/mining specialists with many decades of operational experience in the junior resource sector in Canada and abroad.
About Electro Metals and Mining Inc.
Electro is a privately held Canadian company based in Toronto, Ont., engaged in the acquisition, exploration and potential development of precious and critical metals in Quebec, Canada. Electro has a 100-per-cent-owned block of claims covering 570.73 hectares with historical copper-silver mineralization and has an option agreement to earn a 100-per-cent interest, on an adjacent core block of 6,517.6 hectares including a known copper-zinc-silver-gold deposit (Magusi), plus a mining lease on an additional 11.46 hectares, covering a partially mined high-grade copper deposit (Fabie). The project area is located approximately 45 kilometres by gravel and paved road northwest of Rouyn-Noranda, Que. The most recent publicly available resource estimate for the Magusi deposit was prepared by Roscoe Postle Associates in 2012 for a previous operator (Mag Copper Ltd. -- see SEDAR+ for details). As this estimate predates Electro Metals' interest in the property and has not been verified by the current qualified person using current Canadian Institute of Mining, Metallurgy and Petroleum definition standards, it is considered a historical estimate under NI 43-101 reporting standards. A qualified person has not done sufficient new work to classify this historical estimate as a current mineral resource, and Electro is not treating the historical resource as a current mineral resource.
The historical estimate is however considered relevant because it demonstrates the presence of significant mineralization on the property in two known deposits and is considered reliable for that limited contextual purpose based upon the RPA authorship and methodologies.
The RPA 2012 report identified indicated and inferred resources that Electro believes can be verified and expanded and have the potential to be developed to cash flow. In addition, the property hosts numerous other exploration targets, includes power to the site, and is within trucking distance to processing facilities in the Val d'Or to Timmins region. The plan is to expand the known resources at Magusi and Fabie and continue to follow up on high-priority targets on the large, combined property.
Management of Electro includes an accomplished group of exploration and mining specialists with many decades of operational experience in the junior resource sector in Canada and abroad, as well as capital market experience in Canada.
The Dec. 18, 2024, option agreement with Globex Mining Enterprises Inc. has been modified. To earn a 100-per-cent interest, Electro must make cash payments aggregating $5-million by Jan. 15, 2029, including $150,000 due April 30. 2026, and commit to issuing an additional three million shares. Work commitments include $750,000 by June 30, 2026, and cumulative expenditures totalling $13.5-million by June 30, 2029. Once in production, the project is subject to a $1-million production bonus, a 3-per-cent gross metal royalty and a $250,000-per-year advance royalty. One per cent of the 3-per-cent GMR (33.3 per cent of the total GMR royalty) can be repurchased for $2-million, and Electro will retain a right of first refusal to repurchase the remaining GMR. All production-related fees are to be inflation adjusted. All other non-monetary conditions previously agreed remain intact.
We seek Safe Harbor.
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