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AUOZ.CN ·

Emperor Closes Flow-Through Private Placement

Financings

Emperor Closes Flow-Through Private

Placement

Vancouver, British Columbia--(Newsfile Corp. - May 8, 2024) - Emperor Metals Inc. (CSE: AUOZ)

(OTCQB: EMAUF) (FSE: 9NH) ("

Emperor

") is pleased to announce that it has closed its proposed non-

brokered private placement (the "

Offering

"), which it announced on April 27, 2024.

In connection with

the closing, Emperor has issued 2,943,333 flow-through shares (the "

FT Shares

" and each an "

FT

Share

") at a price of $0.267 per FT Share for gross proceeds of $785,869.61.

Each FT Share will

qualify as a "flow-through share" within the meaning of subsection 66(15) of the

Income Tax Act

(Canada).

The gross proceeds from the issuance of the FT Shares will be used to incur eligible "Canadian

exploration expenses" that will qualify as "flow-through mining expenditures," as such terms are defined

in the

Income Tax Act

(Canada), and in addition, with respect to Quebec resident subscribers who

purchase FT Shares who are eligible individuals under the

Taxation Act

(Quebec), the expenditures will

also qualify for inclusion in the "exploration base relating to certain Quebec exploration expenses" within

the meaning of Section 726.4.10 of the

Taxation Act

(Quebec) and for inclusion in the "exploration base

relating to certain Quebec surface mining expenses or oil and gas exploration expenses" within the

meaning of Section 726.4.17.2 of the

Taxation Act

(Quebec) (the "

Qualifying Expenditures

").

Further

information on the Company's Duquesne West Gold Project in Quebec, and the 2023 exploration results

is provided in the Company's recent news release dated April 10, 2024 available on SEDAR+, and on

the Company's website (

www.emperormetals.com

).

All Qualifying Expenditures will be renounced in

favour of the subscribers of the FT Shares effective December 31, 2024.

All FT Shares issued will be subject to a four-month hold period.

The Offering is subject to the

acceptance of the Canadian Securities Exchange.

About Emperor Metals Inc.

Emperor Metals Inc. is an innovative Canadian mineral exploration company focused on developing

high-quality gold properties situated in the Canadian Shield. For more information, please refer to

SEDAR+ (

www.sedarplus.c

a

), under the Company's profile.

ON BEHALF OF THE BOARD OF DIRECTORS

s/ "Alexander Horsley"

Alexander Horsley

, Director

For further information, please contact:

Alexander Horsley

Phone: 778-323-3058

Email:

[email protected]

Website:

www.emperormetals.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS MADE AND INFORMATION CONTAINED HEREIN MAY CONSTITUTE

"FORWARD-LOOKING INFORMATION" AND "FORWARD-LOOKING STATEMENTS" WITHIN THE

MEANING OF APPLICABLE CANADIAN AND UNITED STATES SECURITIES LEGISLATION. THESE

STATEMENTS AND INFORMATION ARE BASED ON FACTS CURRENTLY AVAILABLE TO THE

COMPANY AND THERE IS NO ASSURANCE THAT ACTUAL RESULTS WILL MEET

MANAGEMENT'S EXPECTATIONS. FORWARD-LOOKING STATEMENTS AND INFORMATION MAY

BE IDENTIFIED BY SUCH TERMS AS "ANTICIPATES", "BELIEVES", "TARGETS", "ESTIMATES",

"PLANS", "EXPECTS", "MAY", "WILL", "COULD" OR "WOULD".

FORWARD-LOOKING STATEMENTS AND INFORMATION CONTAINED HEREIN ARE BASED ON

CERTAIN FACTORS AND ASSUMPTIONS REGARDING, AMONG OTHER THINGS, THE

ESTIMATION OF MINERAL RESOURCES AND RESERVES, THE REALIZATION OF RESOURCE

AND RESERVE ESTIMATES, METAL PRICES, TAXATION, THE ESTIMATION, TIMING AND

AMOUNT OF FUTURE EXPLORATION AND DEVELOPMENT, CAPITAL AND OPERATING COSTS,

THE AVAILABILITY OF FINANCING, THE RECEIPT OF REGULATORY APPROVALS,

ENVIRONMENTAL RISKS, TITLE DISPUTES AND OTHER MATTERS. WHILE THE COMPANY

CONSIDERS ITS ASSUMPTIONS TO BE REASONABLE AS OF THE DATE HEREOF, FORWARD-

LOOKING STATEMENTS AND INFORMATION ARE NOT GUARANTEES OF FUTURE

PERFORMANCE AND READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON SUCH

STATEMENTS AS ACTUAL EVENTS AND RESULTS MAY DIFFER MATERIALLY FROM THOSE

DESCRIBED HEREIN. THE COMPANY DOES NOT UNDERTAKE TO UPDATE ANY FORWARD-

LOOKING STATEMENTS OR INFORMATION EXCEPT AS MAY BE REQUIRED BY APPLICABLE

SECURITIES LAWS.

Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/208424