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Emperor Metals Inc. (CSE: AUOZ) (OTCQB: EMAUF) (FSE: 9NH) ("Emperor Metals" or the "Company"), a mineral exploration and development company focused on Quebec's Southern Abitibi Greenstone Belt, is pleased to announce the closing of its previously announced "best efforts" private placement for aggregate gross proceeds of approximately $9,943,000 (the "Offering"). Pursuant to the Offering, the Company issued (i) 14,714,999 units of the Company (the "Common Units") at a price of $0.20 per Common Unit, and (ii) 25,000,000 units of the Company issued on a "flow-through" basis (the "FT Units" and together with the Common Units, the "Offered Securities") at a price of $0.28 per FT Unit.
The Offering was led by SCP Resource Finance LP ("SCP") acting as lead agent and sole bookrunner on behalf of a syndicate of agents including Canaccord Genuity Corp. (together with SCP, the "Agents"). The Offering was conducted pursuant to an agency agreement dated October 9, 2025, between the Company and the Agents.
The Offered Securities were issued 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 "Listed Issuer Financing Exemption"). The Offered Securities issued under the Listed Issuer Financing Exemption are not subject to a hold period pursuant to applicable Canadian securities laws.
The Company will use an amount equal to the gross proceeds from the sale of the FT Units, pursuant to the provisions in the Income Tax Act (Canada) (the "Tax Act"), to incur (or be deemed to incur) eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Tax Act) (the "Qualifying Expenditures") related to the Company's Duquesne West Project and Lac Pelletier Project in Quebec, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2025.
The net proceeds raised from the sale of the Common Units will be used by the Company for general and administrative expenses and working capital purposes as further described in the Company's offering document under the Listed Issuer Financing Exemption dated September 12, 2025.
As consideration for the services rendered by the Agents under the Offering, the Agents received, among other things, 2,382,899 non-transferable broker warrants, each exercisable for a period of 24 months from the closing of the Offering to acquire one Common Share (each, a "Broker Warrant Share") at an exercise price per Broker Warrant Share of $0.20.
Direct Settlers
As part of the Offering, certain additional subscribers will be settling their subscriptions directly with the Company (the "Direct Settlers"). A portion of the Direct Settlers are expected to close in the coming weeks.
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.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made and information contained in this news release, including statements regarding the use of proceeds raised under the Offering, is "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words, or statements that certain actions, events or results "may", "could", "would", "might", "will be taken", "occur" or "be achieved". Forward-looking statements, including but not limited to the intended use of the net proceeds raised from the Offering, the expected timing of closing for a portion of the Direct Settlersare subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, changes to exploration plans and activities and the costs and timing associated therewith, results from exploration activities, changes in commodities markets, conditions of financial markets, economic conditions including any governmental regulations with respect thereto including tariffs, protective governmental regulations, relations with first nations, governments and other stakeholders, changes to environmental and other laws and regulations affecting mining activities, weather, management's discretion with respect to the use of proceeds and the use of the available funds following completion of the Offering, including the timing and cost of planned activities and the use of funds in connection therewith, and the other risk factors described in our securities filings available at www.sedarplus.ca. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company.
Although the Company believes that the assumptions and factors used in preparing these forward-looking statements are reasonable based upon the information currently available to management as of the date hereof, actual results and developments may differ materially from those contemplated by these statements and no assurance can be given that such events will occur in the disclosed times frames or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are therefore cautioned not to place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.
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