Emperor Metals closes $11.09-million private placement

Mr. John Florek reports EMPEROR METALS ANNOUNCES FINAL OVER-SUBSCRIBED CLOSING OF LIFE OFFERING FOR AGGREGATE GROSS PROCEEDS OF $11 MILLION Emperor Metals Inc., further to its news release dated Oct. 9, 2025, has completed the second and final closing of its previously announced best efforts private placement for additional gross proceeds of approximately $1,150,333.80 (approximately $11,093,333.60 in the aggregate across all closings). Pursuant to the second closing of offering, the company issued an additional 5,751,669 units of the company at a price of 20 cents per common unit. Each common unit comprises: (i) one common share of the company; and (ii) one-half of one common share purchase warrant, with each whole warrant exercisable to acquire an additional common share at a price of 35 cents per common share for a period of 24 months from the closing of the offering. The offering was led by SCP Resource Finance LP, acting as lead agent and sole bookrunner on behalf of a syndicate of agents, including Canaccord Genuity Corp. The offering was conducted pursuant to an agency agreement dated Oct. 9, 2025, between the company and the agents. In connection with the second closing of the offering, the agents partially exercised their agents' option for 5,466,668 common units. The common units 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 common units issued under the listed issuer financing exemption are not subject to a hold period pursuant to applicable Canadian securities laws. 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 Sept. 12, 2025. In connection with the second closing and as consideration for the services rendered by the agents under the offering, the agents received, among other things, 345,100 non-transferable broker warrants, each exercisable for a period of 24 months from the closing of the offering to acquire one common share at an exercise price per broker warrant share of 20 cents. Early warning In connection with the second closing of the offering, Evanachan Ltd. (EL) (150 King St. W, Suite 2800, Toronto, Ont., M5H 1J9, telephone: 647-258-0395), a private company controlled by Robert McEwen, acquired 750,000 common units at a price per common unit of 20 cents for an aggregate purchase price of $150,000, representing approximately 1.65 per cent of the total number of units sold under the offering. Prior to the second closing of the offering, EL held 13 million common shares and 6.5 million common share purchase warrants of the company, which represented approximately 7.1 per cent of the total number of issued and outstanding common shares outstanding immediately prior to the second closing of the offering, or approximately 10.2 per cent on a partially diluted basis (assuming the exercise of all common share purchase warrants held by EL immediately prior to the second closing of the offering). Following the second closing of the offering, EL now holds 13.75 million shares and 6,875,000 common share purchase warrants of the company, representing approximately 6.9 per cent of the total number of issued and outstanding common shares on a non-diluted basis following the second closing of the offering, or approximately 10.0 per cent on a partially diluted basis (assuming exercise of all common share purchase warrants of the company held by EL). The common units are being acquired by EL for long-term investment purposes. EL may acquire additional securities of the company, including on the open market or through private acquisitions, or sell securities of Emperor in accordance with applicable securities laws depending on market conditions, reformulation of plans, and/or other factors that EL considers relevant from time to time. About Emperor Metals Inc. Emperor Metals is a high-grade gold exploration and development company focused on Quebec's southern Abitibi greenstone belt, leveraging AI-driven (artificial intelligence) 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. Under an option agreement, Emperor Metals agreed to acquire a 100-per-cent interest in a mineral claim package comprising 38 claims covering approximately 1,389 hectares, located in the Duparquet township of Quebec (the Duquesne West property), from Duparquet Assets Ltd., a 50-per-cent-owned subsidiary of Globex Mining Enterprises Inc. We seek Safe Harbor.