Electric Metals Announces Private Placement Offering

Rhea-AI Summary

Electric Metals (OTCQB:EMUSF) announced a non-brokered private placement on October 23, 2025 of up to 13,333,334 Units at CAN$0.30 per Unit to raise up to CAN$4.0 million. Each Unit includes one common share and one-half warrant; each whole warrant exercisable at CAN$0.45 for 18 months.

Proceeds are earmarked for ore characterization, metallurgical and process test work, an HPMSM scoping study, environmental baseline studies, permitting initiation for the Emily Mine, community outreach, North Star Project research, and general corporate purposes. Securities are not registered in the U.S.; insiders may participate as related parties.

Positive

• Planned gross proceeds of CAN$4.0 million
• Offering size of 13,333,334 Units at CAN$0.30
• Warrants exercisable at CAN$0.45 for 18 months
• Proceeds allocated to metallurgical and permitting work

Negative

• Potential dilution from up to 13.33M new shares
• Additional dilution if warrants exercised at CAN$0.45
• Securities not registered in the U.S., limiting U.S. demand
• Insider participation constitutes a related party transaction

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

VANCOUVER, BC / ACCESS Newswire / October 23, 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 13,333,334 units (the "Units") at a price of CAN$0.30 per Unit for gross proceeds of up to CAN$4 million. 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$0.45 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 additional ore characterization, metallurgical and process test work, an HPMSM scoping study, environmental baseline studies, initiation of permitting for the Emily Mine, community outreach, other critical research at the North Star Manganese Project, and general corporate 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 U.S.-based critical minerals company advancing manganese and silver projects that support the electrification of everything. The Company's principal asset is the Emily manganese deposit in Minnesota, the highest-grade manganese deposit in North America. The North Star Manganese Project, a 100% domestic U.S. project comprised of a manganese mine in Emily, Minnesota, and a high-purity manganese sulfate monohydrate (HPMSM) chemical plant in the U.S., has been the subject of extensive technical work, including a Preliminary Economic Assessment prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects.

Electric Metals' mission is to establish a fully domestic U.S. supply of high-purity manganese chemical and metal products for the North American electric vehicle battery, energy storage, technology, and industrial markets. With manganese playing an increasingly important role in lithium-ion battery formulations, and with no current domestic production in North America, the development of the North Star Manganese Project represents a strategic opportunity for the United States, 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
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 often identified by terms such as "believes," "expects," "anticipates," "intends," "plans," "projects," "estimates," "may," "could," "would," "will," and similar expressions, or their negative forms.

Forward-looking information in this news release includes, but is not limited to, the Company's ability to complete the Offering on the terms described or at all; the size and timing of the Offering; potential participation by insiders; the receipt of required regulatory and stock exchange approvals; the anticipated use of proceeds from the Offering; and statements regarding the Company's business strategy, plans, and objectives, including its mission to become a U.S. producer of high-value, high-purity manganese chemical and metal products to serve the North American electric vehicle battery, energy storage, technology, and industrial markets. Forward-looking information may also include statements regarding the expected timing, terms, and completion of the Offering, the intended use of proceeds, and related regulatory approvals, all of which remain subject to market conditions and other customary closing risks. Additional forward-looking information may include statements regarding the role of manganese in lithium-ion battery formulations, the strategic importance of domestic manganese supply, and future activities at or related to the North Star Manganese Project.

Forward-looking information is based on the reasonable assumptions, estimates, analyses, and opinions of management at the time such statements are made, including, among other things, assumptions regarding general business and economic conditions; the availability of financing; investor interest; regulatory and permitting processes; and the future demand for high-purity manganese products. Forward-looking information is subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those anticipated or implied, including but not limited to: failure to obtain required approvals; changes in market or economic conditions; volatility in capital markets; results of exploration, metallurgical or engineering work; cost overruns; delays in project development or permitting; and other risks described in the Company's public filings available under its profile on SEDAR+ (www.sedarplus.ca). In particular, the Company's projects are located in jurisdictions where permitting timelines, environmental baseline requirements, and community consultation processes can affect project advancement.

Readers are cautioned that forward-looking information is not a guarantee of future performance and involves risks and uncertainties that are difficult to predict. Actual results and developments may differ materially from those expressed or implied. Except as required by law, the Company does not undertake any obligation to update or revise forward-looking information as a result of new information, future events, or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the 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

What is Electric Metals' private placement announced October 23, 2025 (EMUSF)?

A non-brokered offering of up to 13,333,334 Units at CAN$0.30 to raise up to CAN$4.0M.

What does each Unit include in the EMUSF offering and the warrant terms?

Each Unit includes one Share and one-half Warrant; whole Warrants exercisable at CAN$0.45 for 18 months.

How will Electric Metals (EMUSF) use the proceeds from the CAN$4.0M offering?

Funds will support ore characterization, metallurgical/process test work, HPMSM scoping, permitting, environmental studies, and general corporate purposes.

Will Electric Metals' offering affect existing shareholders (EMUSF)?

Yes. Issuance of up to 13.33M Units and exercise of warrants could meaningfully dilute existing shareholders.

Can U.S. investors buy the Units offered by Electric Metals (EMUSF)?

No. The securities are not registered in the U.S. and may not be offered or sold in the United States.