Core Viewpoint - BluMetric Environmental Inc. has entered into a definitive share purchase agreement to acquire DS Consultants Inc. for a total consideration of up to $22.5 million, enhancing its engineering and environmental consulting capabilities in the Greater Toronto Area [1][2][4]. Acquisition Details - The acquisition will be financed through an initial cash payment of $10.5 million, issuance of $7.5 million in common shares, and a cash-based earnout of up to $1.5 million annually over three years, contingent on achieving specific EBITDA targets [2][4]. - The total assets of DS Consultants must be at least $4 million net of liabilities for the purchase price to be valid [2]. - DS Consultants employs approximately 155 full-time employees and provides various engineering consulting services [3][4]. Strategic Importance - The acquisition is expected to enhance BluMetric's expertise and strengthen its market position, particularly in water technology and environmental solutions [4]. - The CEO emphasized that the acquisition will create growth opportunities by combining BluMetric's strengths in natural environment solutions with DS Consultants' reputation in the built environment [4]. Equity Offering - BluMetric has initiated an equity offering to raise up to $15 million by selling up to 11,538,461 common shares at a price of $1.30 per share [5][6]. - The offering is expected to close around December 9, 2025, subject to regulatory approvals [6]. - Proceeds from the offering will be used to fund the cash portion of the acquisition and for general corporate purposes [6]. Agents and Fees - Clarus Securities Inc. and Raymond James Ltd. are acting as co-agents for the offering, with a cash fee of 6% of the gross proceeds and broker warrants equal to 6% of the shares issued [9]. - An option for the agents to purchase an additional 1,730,769 shares is also included to cover over-allotments [7]. Company Overview - BluMetric Environmental Inc. is a publicly traded firm specializing in water technology and environmental engineering, with over 230 employees across 11 offices and 3 manufacturing facilities [12][13]. - The company has a history of over 50 years and serves various sectors including commercial, industrial, government, military, and mining clients [12][13].