Electric Metals Announces Final Closing of Private Placement

Rhea-AI Summary

Electric Metals (USA) (TSXV:EML)(OTCQB:EMUSF) has completed the final closing of its non-brokered private placement, issuing 5,837,000 common shares at $0.10 per share, raising gross proceeds of C$583,700. No finder's fees were paid for this offering.

Notably, company directors subscribed for 3,737,000 shares, representing C$373,700 of the total placement. This insider participation constitutes a 'related party transaction' under Regulation 61-101, but qualified for exemptions from formal valuation and minority approval requirements as the transaction value was below 25% of the company's market capitalization.

Positive

• Raised C$583,700 in fresh capital through private placement
• Strong insider participation with directors investing C$373,700
• No finder's fees paid, maximizing net proceeds to company

Negative

• Significant share dilution with issuance of 5,837,000 new shares
• 64% of placement taken by insiders, indicating external investor interest

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

TORONTO, ON / ACCESS Newswire / January 31, 2025 / Electric Metals (USA) Limited ("EML" or the "Company") (TSXV:EML)(OTCQB:EMUSF) announces the final closing of the Company's non-brokered private placement (the "Offering") as previously announced in its news release dated October 31, 2024. The Company issued in aggregate 5,837,000 common shares ("the "Shares") at $0.10 per share for gross proceeds of C$583,700. No finders fees were paid in connection with the Offering.

Under the Offering, directors of the Corporation subscribed for 3,737,000 Shares for a total consideration of C$373,700, which constitutes a "related party transaction" within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101") and TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation who voted in favor of the Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Shares issued to this insider, nor the fair market value of the consideration paid exceeded 25% of the Corporation's market capitalization. None of the Corporation's directors have expressed any contrary views or disagreements with respect to the foregoing. A material change report in respect of this related party transaction will be filed by the Corporation but could not be filed earlier than 21 days prior to the closing of the Offering, due to the fact that the terms of the participation of each of the non-related parties and the related parties of the Offering were not confirmed.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Electric Metals (USA) Limited

Electric Metals (USA) Limited (TSXV:EML)(OTCQB:EMUSF) is a US-based mineral development company with manganese and silver projects geared to supporting the transition to clean energy. The Company's principal asset is the Emily Manganese Project in Minnesota, the highest-grade manganese deposit in North America, which has been the subject of considerable technical studies, including National Instrument 43-101 Technical Reports - Resource Estimates. The Company's mission in Minnesota is to become a domestic US producer of high-value, high-purity manganese metal and chemical products to supply the North American electric vehicle battery, technology and industrial markets. With manganese playing a critical and prominent role in lithium-ion battery formulations, and with no current domestic supply or active mines for manganese in North America, the development of the Emily Manganese Project represents a significant opportunity for America, 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

or

Valerie Kimball
Director Investor Relations
720-933-1150
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 generally identifiable by use of the words "believes," "may," "plans," "will," "anticipates," "intends," "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions.

Such statements in this news release include, without limitation: the Company's mission to become a domestic US producer of high-value, high-purity manganese metal and chemical products to supply the North American electric vehicle battery, technology and industrial markets; that manganese will continue to play a critical and prominent role in lithium-ion battery formulations; that with no current domestic supply or active mines for manganese in North America, the development of the Emily Manganese Project represents a significant opportunity for America, Minnesota and for the Company's shareholders; and planned or potential developments in ongoing work by Electric Metals.

These statements address future events and conditions and so involve inherent risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such risks include, but are not limited to, the failure to obtain all necessary stock exchange and regulatory approvals; investor interest in participating in the Offering; and risks related to the exploration and other plans of the Company. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, updated conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. 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 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

How much did Electric Metals (EMUSF) raise in its January 2025 private placement?

Electric Metals raised C$583,700 through the issuance of 5,837,000 common shares at $0.10 per share.

What was the insider participation in EMUSF's January 2025 private placement?

Company directors subscribed for 3,737,000 shares, representing C$373,700 or approximately 64% of the total placement.

What was the price per share for EMUSF's January 2025 private placement?

The private placement was priced at C$0.10 per share.

Were any finder's fees paid in EMUSF's January 2025 private placement?

No finder's fees were paid in connection with the private placement.

Did EMUSF's January 2025 private placement require minority shareholder approval?

No, the placement was exempt from minority approval requirements as the transaction value was below 25% of the company's market capitalization.