Electric Metals Announces Private Placement Offering

Rhea-AI Summary

Electric Metals (EMUSF) has announced a non-brokered private placement offering of up to 25,000,000 units at CAN$0.12 per unit, aiming to raise gross proceeds of up to CAN$3,000,000.

Each unit consists of one common share and one-half of a non-transferable warrant, with each whole warrant exercisable at CAN$0.20 per share within 18 months of issuance. The proceeds will fund:

• Preliminary economic assessment of Emily manganese mine
• Studies for HPMSM plant
• Environmental baseline work
• Critical research at Emily Manganese Project
• General working capital

Company insiders may participate in the offering, constituting a related party transaction, though expected to be exempt from formal valuation and minority shareholder approval requirements under MI 61-101.

Positive

• Raising up to CAN$3 million in new capital
• Funds allocated for critical project development activities
• Warrant exercise price of CAN$0.20 represents 67% premium to unit price

Negative

• Potential dilution for existing shareholders
• Offering price of CAN$0.12 per unit may represent a discount to market price
• Related party transaction with insider participation could raise governance concerns

Not for distribution to U.S. news wire services or dissemination in the United States.

TORONTO, ON / ACCESS Newswire / April 7, 2025 / Electric Metals (USA) Limited ("EML" or the "Company") (TSXV:EML)(OTCQB:EMUSF) is pleased to announce its intention to complete a non-brokered private placement (the "Offering") of up to 25,000,000 units (the "Units") at a price of CAN$0.12 per Unit for gross proceeds of up to CAN$3,000,000. Each Unit will consist of one common share in the capital of the Company (a "Share") and one-half of one non-transferable common share purchase warrant (a "Warrant"). Each whole Warrant will be exercisable to acquire one Share at an exercise price of CAN$0.20 per Share for a period of 18 months from the date of issuance. The Shares issued under the Offering may be subject to hold periods in accordance with applicable laws and stock exchange policies.

EML intends to allocate the Offering proceeds to advance key initiatives, including a preliminary economic assessment of the Emily manganese mine, various studies related to our HPMSM plant, environmental baseline work, other critical research at our Emily Manganese Project, and general working capital purposes.

The Company may engage one or more agents or finders in connection with the Offering and may pay such parties fees as may be agreed between the Company and such parties.

The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Certain insiders of the Company may acquire Shares in the Offering. Any participation by insiders in the Offering would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value subscribed for by the insiders under the Offering, nor the consideration for the Shares paid by such insiders, will exceed 25% of the Company's market capitalization.

A material change report including details with respect to the related party transaction is not expected to be able to be filed less than 21 days prior to the closing of the Offering as the Company has not received confirmation of the participation of insiders in the Offering and the Company deems it reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.

About Electric Metals (USA) Limited
Electric Metals (USA) Limited (TSXV:EML)(OTCQB:EMUSF) is a US-based mineral development company with manganese and silver projects geared to supporting the transition to clean energy. The Company's principal asset is the Emily Manganese Project in Minnesota, the highest-grade manganese deposit in North America, which has been the subject of considerable technical studies, including National Instrument 43-101 Technical Reports - Resource Estimates. The Company's mission in Minnesota is to become a domestic US producer of high-value, high-purity manganese metal and chemical products to supply the North American electric vehicle battery, technology and industrial markets. With manganese playing a critical and prominent role in lithium-ion battery formulations, and with no current domestic supply or active mines for manganese in North America, the development of the Emily Manganese Project represents a significant opportunity for America, the State of Minnesota and for the Company's shareholders.

For further information, please contact:
Electric Metals (USA) Limited
Brian Savage
CEO & Director
(303) 656-9197

or

Valerie Kimball
Director Investor Relations
720-933-1150
info@electricmetals.com

Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words "believes," "may," "plans," "will," "anticipates," "intends," "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions.

Such statements in this news release include, without limitation: the ability of the Company to complete the Offering; the size, terms and timing of the Offering; participation in the Offering by insiders of the Company; the timing and receipt of TSXV and other approvals required in connection with the Offering; the intended use of proceeds of the Offering; the Company's mission to become a domestic US producer of high-value, high-purity manganese metal and chemical products to supply the North American electric vehicle battery, technology and industrial markets; that manganese will continue to play a critical and prominent role in lithium-ion battery formulations; that with no current domestic supply or active mines for manganese in North America, the development of the Emily Manganese Project represents a significant opportunity for America, Minnesota and for the Company's shareholders; and planned or potential developments in ongoing work by Electric Metals.

These statements address future events and conditions and so involve inherent risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such risks include, but are not limited to, the failure to obtain all necessary stock exchange and regulatory approvals; investor interest in participating in the Offering; and risks related to the exploration and other plans of the Company. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, updated conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events, or developments, except as required by law.

Neither 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.

SOURCE: Electric Metals (USA) Limited

View the original press release on ACCESS Newswire

FAQ

How much is Electric Metals (EMUSF) planning to raise in their latest private placement?

Electric Metals aims to raise up to CAN$3,000,000 through the offering of 25,000,000 units at CAN$0.12 per unit.

What are the terms of the EMUSF warrant offering in April 2025?

Each unit includes one-half warrant, with each whole warrant exercisable at CAN$0.20 per share for 18 months from issuance.

How will Electric Metals (EMUSF) use the proceeds from their 2025 private placement?

Proceeds will fund Emily manganese mine's economic assessment, HPMSM plant studies, environmental work, and general working capital.

Are EMUSF insiders participating in the April 2025 private placement?

Insiders may participate, constituting a related party transaction, but exempt from formal valuation and minority shareholder approval requirements.