BluMetric Announces Acquisition of DS Consultants and $15 Million Brokered Offering
Press Release
December 1, 2025, Ottawa, Ontario – 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 entered into a definitive share purchase agreement to acquire all the issued and outstanding shares of DS Consultants Inc. (the “DS Acquisition”). The Company intends to finance the initial cash portion of the purchase price for the DS Acquisition with the proceeds of the Offering (defined below).
DS Acquisition
Pursuant to the DS Purchase Agreement, the Company has agreed to acquire all of the issued and outstanding shares of DS Consultants Ltd. (“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”). The Consideration Shares will be subject to a four-month hold period.
DS Consultants’ head office is located at 6221 Highway 7, Unit 16, Vaughan, Ontario, L4H 0K8. DS Consultants employs approximately 155 full-time employees across Ontario.
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
“Professional Services are central to BluMetric’s success, and acquiring DS Consultants further enhances both our overall expertise and strengthens our position in the Greater Toronto Area,” said CEO & Chair Scott MacFabe. “The acquisition provides a solid base to build and grow with clients who need complimentary engineering skills and water solutions. DS Consultants’ leading reputation in the built environment pairs well with BluMetric’s world-class strengths in the natural environment and water technology solutions. We are excited to welcome them to our team, and we are confident that, together, we will fuel organic growth opportunities post-acquisition.”
Closing of the DS Acquisition is subject to customary closing conditions, including the Company obtaining adequate financing necessary to finance the transaction and acceptance of the transaction by the TSX-V.
Equity Offering
The Company is also pleased to announce that it has entered into an agreement with Clarus Securities Inc. and Raymond James Ltd. (together, the “Agents”), as co-agents and co-book runners, pursuant to which the Agents have agreed to sell on a “best efforts” basis, up to 11,538,461 common shares in the capital of the Company (the “Offered Shares”), at a price of $1.30 per Offered Share for gross proceeds of up to $15,000,000 (the “Offering”).
The Offering is expected to close on or about December 9, 2025 (the “Closing Date”), or such other date as agreed upon between the Company and the Agents, and is subject to certain conditions including, the receipt of all necessary regulatory approvals and approval of the TSX-V. Proceeds from the Offering will be used to fund the cash portion of the DS Acquisition Purchase Price and for working capital and general corporate purposes.
The Company has granted the Agents an option (the “Agents’ Option”), exercisable in whole or in part, to purchase up to an additional 1,730,769 Offered Shares for a period of 30 days from and including the Closing Date of the Offering to cover over-allotments, if any, and for market stabilization purposes. The Agents shall be under no obligation whatsoever to exercise the Agents’ Option in whole or in part. If the Agents’ Option is exercised in full, the aggregate gross proceeds of the Offering will be approximately $17,250,000.
The Offered Shares issued with respect to the Offering will be issued pursuant to (i) a prospectus supplement (the “Prospectus Supplement”) to the Company’s base shelf prospectus dated November 18, 2025 (the “Shelf Prospectus”); (ii) 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; and (iii) those jurisdictions outside of Canada and the United States which are agreed to by the Company and the Agents, each acting reasonably. The Prospectus Supplement will be filed in the provinces of British Columbia, Alberta, Manitoba, Ontario, and New Brunswick, within two business days of the date hereof.
In consideration for the services rendered in connection with the Offering, the Company will pay the Agents a cash fee equal to 6% of the gross proceeds of the Offering and issue to the Agents broker warrants equal in number to 6% of the number of Offered Shares issued under the Offering.
Copies of the Prospectus Supplement, following filing thereof, and the Shelf Prospectus may be obtained on SEDAR+ at www.sedarplus.ca. The Shelf Prospectus contains, and the Prospectus Supplement will contain, important detailed information about the Company and the proposed Offering including the proposed use of proceeds therefrom. Prospective investors should read the Prospectus Supplement, accompanying Shelf Prospectus and the documents incorporated by reference therein before making an investment decision.
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.