Blumetric Announces Closing Of $15 Million Brokered Offering

(MENAFN- Newsfile Corp) Ottawa, Ontario--(Newsfile Corp. - December 9, 2025) - BluMetric Environmental Inc. (TSXV: BLM) (OTCQX: BLMWF) (" BluMetric " or the " Company "), an engineering WaterTech and full-service environmental consulting firm, is pleased to announce that the Company has closed its previously announced best-efforts brokered offering of 11,538,461 common shares of the Company (the " Offered Shares ") at a price of $1.30 per Offered Share for aggregate gross proceeds of $14,999,999.30 (the " Offering "). The offering was led by Clarus Securities Inc. and Raymond James Ltd. (together, the " Agents "), as co-agents and co-book runners.

The Offered Shares were offered in the provinces of British Columbia, Alberta, Manitoba, Ontario and New Brunswick pursuant to a prospectus supplement dated December 3, 2025 (the " Prospectus Supplement ") to the short form base shelf prospectus of the Company dated November 18, 2025 (the " Shelf Prospectus "). The Offered Shares were also offered in the United States or to "qualified institutional buyers" pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") or in such other manner as to not require registration under the U.S. Securities Act or any applicable securities laws of any state of the United States. Copies of the Shelf Prospectus and the Supplement can be found the Company's profile on SEDAR+ at .

In consideration for the services rendered in connection with the Offering, the Company paid the Agents a cash fee equal to $899,999.96 representing 6.0% of the gross proceeds of the Offering and issued to the Agents 692,307 broker warrants (the " Broker Warrants ") equal in number to 6.0% of the number of Offered Shares issued under the Offering. Each Broker Warrant entitles the Agent to one (1) common share of the Company at an exercise price of $1.30 for a period of 18 months from the date of closing.

Proceeds from the Offering will be used to fund the cash portion of the purchase price of the previously announced acquisition of DS Consultants Ltd. (" DS Consultants ") and for working capital and general corporate purposes.

The acquisition of DS Consultants was announced December 1, 2025. Pursuant to a share purchase agreement dated December 1, 2025, the Company agreed to acquire all of the issued and outstanding shares of DS Consultants for the aggregate consideration of up to $22,500,000 (the " Purchase Price "), which will be satisfied through: (i) an initial cash payment by the Company of $10,500,000; (ii) the issuance of $7,500,000 of common shares of the Company (the " Consideration Shares "); and (iii) a cash-based earnout paid over three years to a maximum of $1,500,000 annually, tied to progressive EBITDA targets. The Purchase Price is subject to DS Consultants retaining total assets net of total liabilities of at least $4,000,000. The number of Consideration Shares paid to the vendors on the closing shall be determined by the 30-day volume weighted average of the Company's common shares as traded on the TSX Venture Exchange (the " TSX-V ").

"We maintain a disciplined approach to acquisitions, continuously assessing opportunities that align with our strategic priorities," said Scott MacFabe, BluMetric's CEO. "Our current pipeline is strong, comprising opportunities that we expect to be accretive to the Company. We have structured the purchase price for the acquisition of DS Consultants to include progressive earn-out payments based on achieving EBITDA targets of $4 million, $5 million and $6 million in the first, second and third annual earn-out periods following closing, respectively, consistent with our mutual expectations for the performance of DS Consultants going forward. We remain committed to focusing on deploying capital into opportunities valued at approximately four to six times EBITDA."

DS Consultants provides engineering consulting services in the areas of geotechnical engineering, environmental services, hydrogeology, materials inspection and testing, instrumentation and monitoring, and building science. Its services are provided throughout the land development and building construction cycle, including pre-purchase due diligence, design and approvals support, and construction-stage review.

The acquisition of DS Consultants Ltd. is expected to close on December 10, 2025 or such earlier or later date as the parties may agree.

The securities referred to in this news release have not been, nor will they be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

About BluMetric Environmental Inc.

BluMetric Environmental Inc. is a publicly traded water technology and environmental engineering firm. BluMetric designs, fabricates, and delivers sustainable solutions to complex water and environmental challenges. The Company is supported by more than 230 employees across 11 offices and 3 manufacturing facilities, with over 50 years of history. Headquartered in Ottawa, Ontario, BluMetric's team of industry experts serves Commercial and Industrial, Government, Military, and Mining clients.

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