Electric Metals (USA) Limited Announces First Tranche Closing of Quail Bend Financing and Updates Warrant Exercises
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRES
ELECTRIC METALS (USA) LIMITED ANNOUNCES FIRST TRANCHE CLOSING OF QUAIL BEND FINANCING
AND UPDATES WARRANT EXERCISES
Toronto, Ontario, August 29, 2023: Electric Metals (USA) Limited (“EML” or the “Company”) (TSXV: EML)
(OTCQB: NVDSF), further to its press release of August 22, 2023 is pleased to announce it has closed the
first tranche (the “First Tranche”) of its previously announced non -brokered financing (the “ Offering”).
Pursuant to the first tranche closing, the Company issued a total of 1,702,128 units (the “Units”) at a price
of $0.235 per Unit for gross proceeds of $ 400,000.08. Each Unit consisted of one common share in the
capital of the Company (each, a “Common Share”) and one share purchase warrant (each, a “ Warrant”)
with each Warrant exercisable to acquire one additional Common Share at an exercise price of $0.35 for
a period of 24 months from the date of issuance of the warrant.
The First Tranche closing was completed in connection with a binding letter of intent between the
Company and Quail Bend LLC (“Quail Bend”) dated May 12, 2023 as amended August 21, 2023 (the “LOI”)
pursuant to which Quail Bend, or an affiliate thereof, agreed to acquire up to 21,276,596 Units. Following
an initial closing of 5,319,149 Units, the Company and Quail Bend have now completed the purchase and
sale of an aggregate of 7,021,277 Units for aggregate gross proceeds to date of $1,650,000.10. Please see
the press release of the Company dated June 19,2023 for more information regarding the initial closing.
The Company and Quail Bend anticipate a further closing of 14,255,319 Units for gross proceeds of
$3,349,999.97 (the “Second Tranche”), to be completed within five days of the receipt of shareholder
approval. On closing of the Second Tranche, Quail Bend will become a "Control Person" within the
meaning of such term under applicable TSX Venture Exchange (“TSXV”) policies. The Company has called
a meeting of shareholders to be held on October 5, 2023 to consider a resolution approving the creation
of Quail Bend and or its SPV as a new Control Person of the Company. Please see the press release of the
Company dated August 22, 2023 for further information. There can be no assurances that the closing of
the Second Tranche will occur, either on the terms outlined or at all.
A minimum of 80.0% of the funds raised from proceeds of the Offering from Quail Bend will be used on
further exploration and development of the Company's Emily Manganese Project in Minnesota, USA
including continued drilling, battery test work and process design and preliminary mine studies. The
Offering is subject to the receipt of all required shareholder, regulatory and TSXV approvals.
The summary of the LOI in this press release is qualified in its entirety by the full text of the LOI , as
amended, which can be accessed on www.SEDARPLUS.ca under the Company's profile. Please refer to the
LOI for more information in respect of the Offering.
The securities issued in connection with the first tranche of the Offering are subject to certain hold periods
and/or such other further restrictions as may apply under foreign securities laws.
Warrant Exercise
Further to its press release of July 24, 2023, EML is pleased to announce that 17,552,500 common share
purchase warrants (the “Warrants”) out of a total of 21,212,000, or approximately 82.75%, have been
exercised for gross proceeds of $4,388,125. The Warrants were issued pursuant to a warrant indenture
between the Company and TSX Trust Company dated January 5, 2023 (the “ Indenture”) in conne ction
with a financing of the Company which closed on that date. Pursuant to the terms of the Indenture, the
Company elected to accelerate the expiry date of the W arrants to August 24, 2023 (the “ Accelerated
Expiry Date”) from the original expiry date of January 5, 2025. [The Company intends to use the proceeds
of the Warrant exercise in the development of its mineral properties and for working capital purposes. ]
EML is grateful for, and appreciates, the support of its shareholders during this capital intensive period in
the development of the Company.
The Warrants that were not exercised by 5:00 p.m. (Toronto time) on the Accelerated Expiry Date were
automatically cancelled and are of no further force or effect.
This press release is not an offer of securities for sale in the United States. The securities may not be
offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended,
or an exemption from such registration. The Company has not registered and will not register the
securities under the U.S. Securities Act of 1933, as amended. The Company does not intend to engage in
a public offering of its securities in the United States.
Early Warning
Green Mineral Investors LLC (“GMI”), together with its sole manager Mr. Steve Durbin, each of 336 Loring
Ave., Los Angeles, California 90024 United States, report that on August 28, 2023, further to a binding letter
of intent between Electric Metals (USA) Limited (“ EML”) and Quail Bend LLC dated May 12, 2023, a copy
of which is available under EML’s profile on SEDAR+ at www.sedarplus.ca, GMI acquired 1,702,128 units
of EML (“Units”) at a price per Unit of C$0.235 for an aggregate purchase price of C$400,000.08 pursuant
to a private placement of EML (the “Closing”). The acquired Units comprise of an aggregate of 1,702,128
common shares (“Shares”) and 1,702,128 Share purchase warrants (“ Warrants”) of EML. Each Warrant
is exercisable to acquire one additional Share at an exercise price of C$0.35 for a period of 24 months from
issuance. The acquisition of the Shares and Warrants did not take place across the facilities of any market.
Immediately prior to the Closing, (i) Steve Durbin, sole manager of GMI, held 2,311,000 Shares
representing approximately 1.80% of the th en-issued and outstanding Shares on a non- diluted basis prior
to the Closing and no other securities of EML, and (ii) GMI held 5,319,149 Shares representing
approximately 4.14% (approximately 5.93% cumulatively with Steve Durbin) of the then- issued and
outstanding Shares on a non- diluted basis prior to the Closing, 5,319,149 Warrants representing
approximately 24.25% of the then-issued and outstanding Warrants prior to the Closing (7.94% on a post -
conversion basis assuming only the exercise of the Warrants then held by GMI; 9.67% on a post-conversion
basis assuming only the exercise of the Warrants held by GMI and aggregated with the Share holdings of
Mr. Steve Durbin) and no other securities of EML.
Immediately following the Closing, (i) Steve Durbin, sole manager of GMI, held 2,311,000 Shares
representing approximately 1.77% of the issued and outstanding Shares on a non-diluted basis immediately
following the Closing and no other securities of EML, and (ii) GMI held 7,021,277 Shares representing
approximately 5.39% (approximately 7.16% cumulatively with Steve Durbin) of the issued and outstanding
Shares on a non- diluted basis immediately following the Closing, 7,021,277 Warrants representing
approximately 29.70% of the issued and outstanding Warrants immediately following the Closing (10.23%
on a post -conversion basis assuming only the exercise of the Warrants held by GMI; 11.91% on a post -
conversion basis assuming only the exercise of the Warrants held by GMI and aggregated with the Share
holdings of Mr. Steve Durbin) and no other securities of EML.
As a result of the Closing, the securityholding percentage of GMI increased by approximately 1.25% in
respect of the Shares and 5.45% in respect of the Warrants.
GMI has acquired the Shares and Warrants for inves tment purposes. GMI may in the future take such
actions in respect of its holdings in EML as GMI may deem appropriate in light of the circumstances then
existing, including the purchase of additional securities of EML through open market purchases or privately
negotiated transactions or the sale of all or a portion of GMI’s holdings in the open market or in privately
negotiated transactions to one or more purchasers, subject in each case to applicable securities law.
A copy of the early warning report to which this news release relates can be obtained from Steve Durbin at
(917) 622-5200 or on EML’s SEDAR+ profile at www.sedarplus.ca.
About Electric Metals (USA) Limited
Electric Metals (USA) Limited (TSXV: EML) (OTCQB: EMUSF) is a U.S.-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, which has been the subject of considerable
technical studies, including a National Instrument 43-101 Technical Report – Resource Estimate, with over
US$26 million invested to date. The Company’s mission in Minnesota is to become a domestic U.S.
producer of high purity, high-value manganese metal and chemical products for supply to U.S. energy,
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 M anganese Project represents a significant opportunity for
America, the State of Minnesota and for the Company’s shareholders. In addition, the Company owns and
operates the Corcoran Silver-Gold Project and the Belmont Silver Project in Nevada, with the former also
having been the subject of a National Instrument 43-101 Technical Report – Resource Estimate.
For further information, please contact:
Electric Metals (USA) Limited
Gary Lewis
CEO & Director
T: +1 (647) 846 5299
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively,
“forward-looking information”) within the meaning of applicab le 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.
Forward-looking statements in this news release include, but are not limited to, statements with respect
to the use of proceeds of the First Tranche closing as well as the Warrant expiry date acceleration. 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. 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, current 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 pro ve 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.