Emperor Metals Announces Private Placement Increase to $10 Million
Vancouver, British Columbia--(Newsfile Corp. - September 12, 2025) - Emperor Metals Inc. (CSE: AUOZ) (OTCQB: EMAUF) (FSE: 9NH) (the "Corporation" or "Emperor Metals") is pleased to announce that as a result of strong investor demand, the Corporation has increased the size of its previously announced "best efforts" private placement to up to $10,000,000 (the "Offering"). The increased Offering is being led by SCP Resource Finance LP ("SCP") as lead agent and sole bookrunner on behalf of a syndicate of agents including Canaccord Genuity Corp. (together with SCP, the "Agents") and consists of:
Up to 15,000,000 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 $3,000,000; and
Up to 25,000,000 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 $7,000,000.
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.
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.