Electric Metals Announces First Tranche Closing and Extension of Private Placement
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ELECTRIC METALS ANNOUNCES FIRST TRANCHE CLOSING AND EXTENSION OF PRIVATE
PLACEMENT
Not for distribution to U.S. news wire services or dissemination in the United States.
Toronto, Ontario, December 13, 2024: Electric Metals (USA) Limited ("EML" or the "Company") (TSXV:
EML) (OTCQB: EMUSF) announces that, further to its news release dated October 31, 2024, it has closed
the first tranche of the Company's non brokered private placement (the “Offering”) issuing an aggregate
of 5,837,000 common shares (“the “Shares”) at $0.10 per share for gross proceeds of C$583,700.
The Company also announces that it has obtained an additional 30 -day extension from the TSX Venture
the “TSXV”) Exchange to close a second tranche of the Offering. The final closing and filing acceptance of
all documentation required by the TSXV in respect of the Offering has been extended from December 13,
2024, to January 13, 2025. The Shares issued under the Offering will be subject to a statutory hold period
expiring four months and one day from the date of issuance of such securities for Canadian subsc ribers
and six months from the date of issuance for U.S. subscribers.
Under the Offering, directors of the Corporation have subscribed for a total of 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 ma rket 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.
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or
sold in the United States absent registration or an available exemption from the registration requirements
of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced
in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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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 U S 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
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 ability of the Company to complete
the Offering; the size, terms and timing of the Offering; participation in the Offering by insiders of the
Company; the timing and receipt of TSXV and other approvals required in connection with the Offering ;
the intended use of proceeds of the Offering; 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
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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 coul d
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.