December 27, 2023 – Vancouver, British Columbia – Bedford Metals Corp. (the “Company”) (TSXV: BFM) announces that it will undertake a forward share split (the “Share Split”) in which 1.2 additional common shares will be issued for every one common share currently outstanding. Following completion of the Share Split, each holder of one common share of the Company will hold 2.2 common shares. The Company currently has 6,460,073 common shares outstanding and is expected to have approximately 14,212,160 common shares outstanding following completion of the Share Split.

The Company is undertaking the Share Split to increase the outstanding common share capital in an effort to improve market liquidity and assist with future financing efforts. The Share Split was approved at the annual general and special meeting of shareholders held on November 29, 2023. 

The Company is conducting the Share Split using the “push-out” method. As a result, shareholders of record as of the close of business on January 4, 2024 will receive from Odyssey Trust Company, the transfer agent and register for the Company, 1.2 additional common shares for every one common share held. Subject to final regulatory approvals, trading in the common shares of the Company will commence on a post-Share Split basis on the TSX Venture Exchange at the open of markets on January 3, 2024. There will be no change to the name of the Company, or its trading symbol or CUSIP, in connection with the Share Split. 

Shareholders do not need to take any action with respect to the Share Split. Currently outstanding share certificates representing common shares will continue to be effective. The Company will use the direct registration system (DRS) to electronically register the common shares issued pursuant to the Share Split, rather than issuing physical share certificates. Following completion of the Share Split, Odyssey Trust Company will send out DRS advice statements to registered shareholders indicating the number of additional common shares that they are receiving as a result of the Share Split. Non-registered (beneficial) shareholders who hold their common shares in an account with their investment dealer or other intermediary will have their accounts automatically updated to reflect the Share Split in accordance with the applicable brokerage account providers’ usual procedures. 

Omnibus Incentive Plan

The Company also announces that it has adopted a new omnibus incentive plan (the “Incentive Plan”). The Incentive Plan replaces the existing stock option plan for the Company, and allows for the grant of restricted, deferred and performance share units in addition to incentive stock options. The Incentive Plan was approved by shareholders of the Company at the annual general and special meeting held on November 29, 2023.

Debt Settlement Transaction

The Company also confirms that it did not proceed with the debt settlement previously announced in the news release issued on August 2, 2023. The agreement entered into with a creditor of the Company to complete the settlement has been terminated. 

For further information, contact Peter Born at [email protected] or 604.622.1199 or visit the Company’s website at www.bedfordmetalscorp.com. 

On behalf of the Board,
Bedford Metals Corp.
Peter Born,
Director 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to the anticipated timing and completion of the Share Split and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.