Vancouver, British Columbia--(Newsfile Corp. - September 10, 2025) - Emperor Metals Inc. (CSE: AUOZ) (OTCQB: EMAUF) (FSE: 9NH) (the "Corporation" or "Emperor Metals") is pleased to announce that it has entered into an agreement with SCP Resource Finance LP ("SCP") to act as lead agent and sole bookrunner on behalf of a syndicate of agents to be formed (together with SCP, the "Agents") in connection with a "best efforts" offering to raise gross proceeds of up to $6,500,080 (the "Offering") consisting of:
Up to 12,500,000 units of the Corporation (each a "Common Unit") at a price of $0.20 per Common Unit (the "Common Issue Price") for gross proceeds of up to $2,500,000; and
Up to 14,286,000 units of the Corporation issued on a "flow-through" basis (each a "FT Unit", together with the Common Units, the "Offered Securities") at a price of $0.28 per FT Unit (the "FT Issue Price") for gross proceeds of up to $4,000,080.
The Corporation has also granted to the Agents an option exercisable, in whole or in part, up to three business days prior to closing of the Offering, to increase the size of the Offering by up to an additional 15% of the number of Offered Securities.
Each Common Unit will be comprised of (i) one common share of the Corporation (a "Common Share") and (ii) one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable to acquire one Common Share at a price of $0.35 per Common Share for a period of 24 months from the closing of the Offering. Each FT Unit will be comprised of (i) one Common Share issued on a "flow-through" basis (a "FT Share") and (ii) one-half of one Warrant. Each FT Share will qualify as a "flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec). It is contemplated that some or all of the FT Shares will subsequently be re-sold or donated by certain subscribers under the Offering to purchasers arranged by the Agents in accordance with exemptions pursuant to applicable securities laws.
John Florek, Chief Executive Officer of the Corporation states,
"We are thrilled to be partnering with SCP on this brokered financing; a strategic collaboration that will enable us to fully dedicate our efforts to unlocking the true potential of this exceptional deposit. With Emperor Metals' Maiden Mineral Resource Estimate at the Duquesne West Property effectively doubling the historical resource, we see a clear and compelling path to increasing the resource once again through continued, targeted exploration.
The strength of the market and the support of our stakeholders will be instrumental in realizing this growth potential, enabling us to build on the momentum of our recent standout intercepts; including 21.7 metres of 35.2 g/t Au within the conceptual open pit and 10.8 metres of 15.8 g/t Au in the underground environment. These exceptional results underscore the scale and quality of the deposit, both at surface and at depth.
Our goal is to maintain the strong momentum and success we've built on this project. To that end, we plan to immediately launch our next drill program following the close of this financing, driving us toward even greater growth and discovery."
The Offered Securities will be offered in each of the provinces of Canada pursuant to the "listed issuer financing exemption" under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption"). The Common Units may also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and in other qualifying jurisdictions outside of Canada and the United States that are mutually agreed to by the Corporation and the Agents on a private placement basis pursuant to relevant prospectus and registration exemptions in accordance with applicable laws.
Subject to the satisfaction of certain conditions under applicable Canadian securities legislation, the securities issued under the Offering pursuant to the LIFE Exemption are not expected to be subject to a hold period in Canada under applicable Canadian securities legislation.
There is an offering document related to the Offering (the "Offering Document") that can be accessed under the Corporation's profile on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.emperormetals.com. Prospective investors should read the Offering Document before making an investment decision.
The net proceeds of the Offering will be used to advance the Corporation's Duquesne West Project and Lac Pelletier Project in Quebec, and for general and administrative expenses and working capital purposes, as further described in the Offering Document.
In connection with the Offering, the Corporation has agreed to pay the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering and issue to the Agents warrants (the "Agents' Warrants") exercisable for a period of 24 months following the closing date, to acquire in aggregate that number of Common Shares which is equal to 6.0% of the total number of Offered Securities issued under the Offering at an exercise price equal to the Common Issue Price.
Closing of the Offering is expected on or about October 7, 2025, or such other date as the Corporation and Agents may agree. Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange.
About Emperor Metals Inc.
Emperor Metals Inc. is a high-grade gold exploration and development company focused on Quebec's Southern Abitibi Greenstone Belt, leveraging AI-driven exploration techniques. Emperor Metals is dedicated to unlocking the substantial resource potential of the Duquesne West Gold Project and the Lac Pelletier Project, both situated in this prolific mining district.
Emperor Metals is led by a dynamic group of resource sector professionals who have a strong record of success in evaluating and advancing mining projects from exploration through to production, attracting capital and overcoming adversity to deliver exceptional shareholder value. For more information, please refer to SEDAR+ (www.sedarplus.ca), under Emperor Metals' profile.
Under an option agreement, Emperor Metals agreed to acquire a 100% interest in a mineral claim package comprising 38 claims covering approximately 1,389 ha, located in the Duparquet Township of Quebec (the "Duquesne West Property") from Duparquet Assets Ltd., a 50% owned subsidiary of Globex Mining Enterprises Inc. (TSX: GMX).
For more information, please contact:
John Florek
President/CEO
T: (807) 228-3531
E: johnf@emperormetals.com
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state of the United States in which such offer, solicitation or sale would be unlawful.
Neither Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
The information contained herein contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that the Corporation expects or anticipates will or may occur in the future, including, without limitation, statements with respect to, the completion of the Offering; the expected gross proceeds of the Offering; the use of proceeds from the Offering; the anticipated date for closing of the Offering; the receipt of all necessary regulatory and other approvals, including approval of the Canadian Securities Exchange; increasing the size of the mineral resource at the Duquesne West Property, the expected incurrence by the Corporation of eligible Canadian exploration expenses that will qualify as flow-through mining expenditures; and the renunciation by the Corporation of the Canadian exploration expenses (on a pro rata basis) to each subscriber of FT Units. Generally, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.
Such forward-looking information is based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the price of gold and other commodities, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Corporation's planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Corporation in providing forward-looking information are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing; uncertainty of additional financing; no known current mineral resources or reserves; the limited operating history of the Corporation; aboriginal title and consultation issues; reliance on key management and other personnel; actual results of exploration activities being different than anticipated; changes in exploration programs based upon results; availability of third party contractors; availability of equipment and supplies; failure of equipment to operate as anticipated; accidents; effects of weather and other natural phenomena and other risks associated with the mineral exploration industry; environmental risks; changes in laws and regulations; community relations and delays in obtaining governmental or other approvals and the risk factors with respect to the Corporation set out in the Corporation's filings with the Canadian securities regulators and available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.
Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Corporation undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/265826
SOURCE: Emperor Metals Inc.
