Core Viewpoint - BWR Exploration Inc. has entered into an amalgamation agreement with Electro Metals and Mining Inc. to create a new entity focused on critical metals projects, particularly a copper-zinc-silver-gold project in Quebec, while also consolidating its shares and raising funds through concurrent financing [1][3][4]. Proposed Transaction Highlights - The completion of the Proposed Transaction is contingent upon successful concurrent financing, shareholder approval, and regulatory approval [2]. - BWR will consolidate its shares at a ratio of one post-consolidation share for every 9.5 pre-consolidation shares, resulting in approximately 13.42 million shares outstanding post-consolidation [5][6]. - Electro shareholders will own approximately 74% of the new company, which will be named Electro Metals Corp. [5][6]. Financial Aspects - BWR aims to raise up to $1,500,000 through hard dollar unit financing at $0.20 per unit and up to $2,250,000 through flow-through common share units [6][15][16]. - The deemed value of BWR shares post-consolidation will be $0.021, reflecting a significant premium compared to the previous trading price of $0.01 [6][8]. - The Resulting Issuer is expected to have between 65 million and 70 million shares outstanding after the transaction [17]. Management and Structure - The new Board of Directors will consist of four nominees from Electro and three from BWR, with key executives retaining their roles in the new company [6][21][24]. - Daryl Hodges will serve as CEO, while Neil Novak will be President of the Resulting Issuer [24][25]. Company Background - Electro Metals is focused on the acquisition and exploration of precious and critical metals in Quebec, with a significant project near Rouyn-Noranda that has historical production [36][37]. - BWR is a junior exploration company with properties in Quebec, Ontario, and Manitoba, each requiring further exploration to elevate resource classification [39].