Electric Metals (USA) Limited Announces Results of Annual and Special Shareholder Meeting

Rhea-AI Summary

Electric Metals USA (OTCQB:EMUSF) announced the successful completion of its annual and special shareholder meeting on September 4, 2025. Shareholders approved several key resolutions including fixing the board size at seven members, electing directors, appointing Baker Tilly WM, LLP as auditors, and reapproving the equity incentive plan.

Notably, shareholders approved a two-step corporate continuance plan: first from Canada to British Columbia, and subsequently to Delaware, subject to completion of the BC continuance. CEO Brian Savage emphasized that this restructuring aligns with the company's mission to develop a domestic U.S. supply of high-purity manganese products through their North Star Manganese Project (formerly Emily Manganese Project) in Minnesota.

Positive

• Strategic alignment with U.S. domestic supply chain goals through corporate restructuring
• Unanimous shareholder approval for all proposed resolutions
• Potential for improved operational agility through Delaware incorporation

Negative

• None.

TORONTO, ON / ACCESS Newswire / September 4, 2025 / Electric Metals (USA) Limited ("EML" or the "Company") (TSXV:EML)(OTCQB:EMUSF) is pleased to announce that all matters put forward to shareholders at the Company's annual and special meeting of shareholders held on September 4, 2025 (the "Meeting") were approved.

Shareholders voted in favor of the following resolutions:

• Board Size Fixed at Seven: The number of directors to be elected at the Meeting was fixed at seven.

• Election of Directors: The Company's board of directors was elected to hold office until the next annual meeting of shareholders.

• Auditors Appointed: Shareholders approved the appointment of Baker Tilly WM, LLP, Chartered Accountants, as auditors of the Company for the ensuing fiscal year and authorized the Board to fix the auditors' remuneration.

• Equity Incentive Plan Reapproved: An ordinary resolution to reapprove the Company's omnibus equity incentive plan, as described in the management information circular for the Meeting (the "Circular"), was approved.

• Continuance to British Columbia Approved: A special resolution authorizing the continuance of the Company from the Canada Business Corporations Act to the Business Corporations Act (British Columbia), at a time to be determined by the Board, was approved.

• Conditional Continuance to Delaware Approved: A special resolution authorizing, conditional upon completion of the BC continuance, the further continuance of the Company to the Delaware General Corporation Law, at a time to be determined by the Board, was approved.

Implementation of the continuances remains subject to customary conditions and any required regulatory approvals, and the Board will determine the timing. The Company will provide further updates as appropriate.

Brian Savage, CEO of Electric Metals, commented: "We are very pleased that shareholders approved all resolutions, particularly the two-step continuance. Our mission is to build a fully domestic U.S. supply of high-purity manganese products for North America's EV battery, technology, and industrial markets. Advancing the North Star Manganese Project, previously referred to as the Emily Manganese Project, presents a strategic opportunity for the United States, the state of Minnesota, and our shareholders. Moving first to British Columbia and, subject to completion of that step, to Delaware is intended to align our corporate home with this mission and create a clearer, more agile platform for execution and partnerships, with strong oversight. Timing will be set by the Board following required approvals."

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 clean energy transition. The Company's principal asset is the North Star Manganese Project in Minnesota, the highest-grade manganese deposit in North America. The Project 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, 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 the Company's shareholders.

For further information, please contact:

Electric Metals (USA) Limited
Brian Savage
CEO & Director
(303) 656-9197

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 words such as "believes," "may," "plans," "will," "anticipates," "intends," "could," "estimates," "expects," "forecasts," "projects," "targets," "potential," and similar expressions, and the negative of such expressions.

Forward-looking statements in this release include, but are not limited to: statements regarding the timing, completion and anticipated effects of the Company's proposed two-step continuance (from the Canada Business Corporations Act to the Business Corporations Act (British Columbia) and, subject to completion of that step, to the Delaware General Corporation Law); the Company's intention to align its corporate domicile with its mission and to create a clearer, more agile platform for execution and partnerships; the Company's mission to establish a fully domestic U.S. supply of high-purity manganese chemical and metal products for the North American electric vehicle battery, technology and industrial markets; the strategic significance of advancing the North Star Manganese Project; and the Company's plans to provide further updates as appropriate.

Such statements are based on the reasonable assumptions, estimates, analysis and opinions of management as of the date hereof, including, without limitation, assumptions regarding the receipt of all necessary stock exchange, regulatory and governmental approvals; the ability to complete the continuances on the anticipated timeline (or at all); general business and economic conditions; the availability of financing on reasonable terms; commodity prices and exchange rates; and the Company's ability to execute its strategy and advance project development.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied. Such risks include, but are not limited to: failure to obtain required approvals; delays or inability to complete the continuances; legal, regulatory or tax changes affecting cross-jurisdictional continuances; potential tax consequences to the Company and/or its shareholders arising from the continuances, including changes in tax residency, the applicability of domestication/continuance rules, potential exit or deemed disposition taxes, possible loss or limitation of tax attributes, new or additional federal, state, provincial or other tax liabilities, withholding and filing obligations, and timing uncertainties; risks inherent in mineral exploration and development; risks related to metallurgical test work, processing, permitting and infrastructure; the availability and cost of power, reagents, labor and transportation; the ability to secure financing, offtake and strategic partnerships; commodity price and foreign exchange volatility; and general market conditions.

If and to the extent any disclosure herein references the Preliminary Economic Assessment (PEA) for the North Star Manganese Project, readers are cautioned that the PEA is preliminary in nature, includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the PEA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

Although the Company has attempted to identify important factors that could cause actual results to differ, there may be other factors that cause results to differ from what is anticipated. 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 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.

SOURCE: Electric Metals (USA) Limited

View the original press release on ACCESS Newswire

FAQ

What resolutions did EMUSF shareholders approve at the September 2025 meeting?

Shareholders approved fixing the board at seven directors, director elections, appointment of Baker Tilly WM LLP as auditors, equity incentive plan reapproval, and a two-step corporate continuance from Canada to British Columbia and then to Delaware.

Why is Electric Metals USA (EMUSF) moving its incorporation to Delaware?

The company is moving to Delaware to better align with its mission of building a domestic U.S. manganese supply chain and create a clearer, more agile platform for execution and partnerships, with strong oversight.

What is the North Star Manganese Project formerly known as?

The North Star Manganese Project was previously referred to as the Emily Manganese Project, located in Minnesota.

What is Electric Metals USA's (EMUSF) main business objective?

The company aims to build a fully domestic U.S. supply of high-purity manganese products for North America's EV battery, technology, and industrial markets through its North Star Manganese Project in Minnesota.

When will EMUSF complete its corporate continuance to Delaware?

The timing of the continuances will be determined by the Board following required regulatory approvals. The Delaware continuance is conditional upon completion of the British Columbia continuance.