Emperor Metals increases private placement to $10M

Executive Summary

• Emperor Metals Inc. has increased the size of its previously announced best-effort private placement to a maximum of $10 million due to strong investor demand.
• The offering consists of two tranches: up to 15 million non-flow-through units at $0.20 per unit and up to 25 million flow-through units at $0.28 per unit.
• Net proceeds will be used to advance the Duquesne West and Lac Pelletier projects in Quebec, as well as for general and administrative expenses and working capital.

Key Details

• Total Offering Size: Increased to up to $10 million.
• Lead Agent: SCP Resource Finance LP, acting as lead agent and sole bookrunner for a syndicate including Canaccord Genuity Corp.
• Tranche 1 (Non-Flow-Through):
  • Up to 15 million common units.
  • Price: $0.20 per common unit.
  • Gross Proceeds: Up to $3 million.
• Tranche 2 (Flow-Through):
  • Up to 25 million flow-through units.
  • Price: $0.28 per FT unit.
  • Gross Proceeds: Up to $7 million.
  • Qualification: FT shares qualify under Subsection 66(15) of the Income Tax Act (Canada) and Section 359.1 of the Taxation Act (Quebec).
  • Contemplated resale/donation of some or all FT shares by subscribers to purchasers arranged by agents.
• Over-Allotment Option: Agents have an option to increase the offering size by up to 15% of the offered securities, exercisable up to three business days prior to closing.
• Unit Composition:
  • Each common unit consists of one common share and one-half of one common share purchase warrant.
  • Each FT unit consists of one common share issued on a flow-through basis and one-half of one warrant.
• Warrant Terms:
  • Exercise Price: $0.35 per common share.
  • Duration: 24 months from closing.
  • Each warrant is exercisable to acquire one common share.
• Regulatory Exemptions:
  • Offered in Canadian provinces under the listed issuer financing exemption (NI 45-106 Part 5A).
  • Offered in the US and other jurisdictions via private placement exemptions from the U.S. Securities Act of 1933.
  • Securities are not expected to be subject to a hold period in Canada.
• Use of Proceeds: Advancement of the Duquesne West project and Lac Pelletier project in Quebec; general and administrative expenses; working capital.
• Agent Compensation:
  • Cash commission: 6.0% of gross proceeds.
  • Warrants issued to agents: Exercisable for 24 months post-closing.
  • Quantity of agent warrants: Equal to 6.0% of the total number of offered securities issued.
  • Exercise price of agent warrants: Equal to the common issue price.
• Closing Date: Expected on or about October 7, 2025, subject to conditions including regulatory approvals (including the Canadian Securities Exchange).

Notable Quotes

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