Emp Metals Closes Private Placement Financing of $9,757,600
EMP METALS CLOSES PRIVATE PLACEMENT
FINANCING OF $9,757,600
VANCOUVER, BC
,
Nov. 1, 2023
/CNW/ -
EMP Metals Corp.
(CSE: EMPS) (OTCQB: EMPPF)
("EMP Metals" or the "Company
") is pleased to announce that it has closed its previously
announced non-brokered private placement financing (see news releases dated
October 24, 2023
and
October 25, 2023
) for aggregate gross proceeds of
$9,757,600
(the "Offering"). The Offering
was substantially led by Tembo Capital ("Tembo"), a mining-focused private equity fund group. As a
result of Tembo's participation, Tembo is now the largest shareholder of the Company and holds
19.98% of the issued and outstanding common shares of the Company (the "Common Shares").
The Offering consisted of (i) 13,519,000 hard dollar units of the Company (the "HD Units") at a price
of
$0.40
per HD Unit for aggregate gross proceeds of
$5,407,600
; and (ii) 7,500,000
Saskatchewan
"flow-through" units of the Company (the "FT Units") at a price of
$0.58
per FT Unit for aggregate
gross proceeds of
$4,350,000
.
Each HD Unit consists of one (1) Common Share and three-quarters of one (3/4) Common Share
purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each FT Unit
consists of one (1) "flow-through" common share and three-quarters of one (3/4) Warrant to be
issued on a non-"flow-through" basis. Each Warrant will be exercisable to acquire one (1) additional
Common Share (a "Warrant Share") at an exercise price of
$0.60
per Warrant Share for a period of
two (2) years from the date of issue. Unless prior shareholder approval of the Company has been
granted, holders of the Warrants may not exercise such number of Warrants which would result in
the holder thereof owning, controlling, directing, directly or indirectly, Common Shares that represent
more than 19.99% of the issued and outstanding Common Shares (after giving effect to the
exercise), and thereby becoming a "Control Block Holder" or "Control Person" (as defined in the
policies of the Canadian Securities Exchange) of the Company.
The securities issued under the Offering are subject to restrictions on resale expiring on
March 1
,
2024. Under the Offering, the Company paid a finder's fee equal to
$453,880
and issued a total of
965,950 non-transferable Warrants.
Concurrent with closing of the Offering, the Company also entered into an investor rights agreement
with Tembo (the "Investor Rights Agreement"). The Investor Rights Agreement provides that, among
other things, for as long as Tembo holds a minimum of 8% of the issued and outstanding shares of
the Company on an undiluted basis, Tembo will have the right to nominate a director to the board of
the Company and a right to maintain its ownership position in the Company.
The net proceeds from the sale of the HD Units will be used by the Company for drilling wells and
other exploration work on the EMP Project,
Saskatchewan
and for general corporate and working
capital purposes. The gross proceeds from the sale of FT Units will be used by the Company to
incur eligible "Canadian exploration expenses" that will qualify as "flow-through critical mining
expenditures" as such terms are defined in the
Income Tax Act
(
Canada
) and "eligible flow-through
mining expenditures" as such term is defined in the
Mineral Exploration Tax Credit
Regulations
(
Saskatchewan
) (the "Qualifying Expenditures") related to the EMP Project. All
Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective
December 31, 2023
.
Strategic Investment by Tembo
Tembo, through an affiliate, Tembo Capital Holdings UK Ltd, acquired 18,319,000 Common Shares
and 13,739,250 Warrants of the Company pursuant to the Offering for aggregate gross proceeds of
$7,327,000
, of which,
$4,327,600
was paid directly to the Company and
$3,000,000
was paid to
subscribers of the FT Units. Prior to the Offering, Tembo did not beneficially own or control any
securities of the Company. As a result of the Offering, Tembo beneficially owns or controls
18,319,000 Common Shares and 13,739,250 Warrants of the Company, representing approximately
19.98% of the issued and outstanding Common Shares on a non-diluted basis and approximately
19.99% of the issued and outstanding Common Shares of the Company on a partially diluted basis
assuming exercise of the permitted Warrants. If shareholder approval of the Company has been
granted permitting Tembo to become a "Control Block Holder" or "Control Person" of the Company,
Tembo would own or control 25.63% of the issued and outstanding Common Shares on a partially
diluted basis assuming full exercise of the Warrants.
Tembo holds the Common Shares and Warrants for investment purposes. Tembo may, from time to
time, acquire additional Common Shares or other securities of the Company or dispose of some or
all of the securities of the Company it owns at such time. Except for rights and obligations under the
Investor Rights Agreement (as described above), Tembo has no other plans or intentions that relate
to or would result in any of the actions listed in paragraphs (a) through (k) of Form 62-103F1 –
Required Disclosure under the Early Warning Requirements
, but depending on market conditions,
general economic conditions and industry conditions, the trading price of the Common Shares, the
Company's business and financial condition and/or other relevant factors, Tembo may develop such
plans or intensions in the future. A copy of the early warning report in respect of the Offering may be
obtained by contacting Tembo and will be filed under Tembo's SEDAR+ profile at
www.sedarplus.ca
. The head office of Tembo is Lower Ground Floor, Cambridge House,
Le Truchot
, St Peter Port,
Guernsey GY1 1WD.
About Tembo
Tembo is a mining-focused private equity fund group, which has a strong track record of identifying
and supporting emerging resource companies. The Tembo team has significant technical expertise
and mining finance experience. Tembo has a strong focus on investing in projects that meet high
standards of ESG performance.
About EMP
EMP is a Canadian-based lithium exploration and development company focused on large scale
resources using direct lithium extraction ("DLE"). EMP, in partnership with ROK, currently holds
192,000 net (77,700 hectares) acres of Subsurface Dispositions and strategic wellbores in Southern
Saskatchewan. For more information, please go to the Company's website at
www.empmetals.com
Forward-Looking Statements
Information set forth in this news release contains forward-looking statements that are based on
assumptions as of the date of this news release. These statements reflect management's current
estimates, beliefs, intentions and expectations. They are not guarantees of future performance. EMP
Metals cautions that all forward-looking statements are inherently uncertain, and that actual
performance may be affected by a number of material factors, many of which are beyond EMP
Metals' control. Such factors include, among other things: risks and uncertainties relating to EMP
Metals' limited operating history, ability to obtain sufficient financing to carry out its exploration and
development objectives on its mineral properties, obtaining the necessary permits to carry out its
activities and the need to comply with environmental and governmental regulations. Accordingly,
actual and future events, conditions and results may differ materially from the estimates, beliefs,
intentions and expectations expressed or implied in the forward-looking information. Except as
required under applicable securities legislation, EMP Metals undertakes no obligation to publicly
update or revise forward-looking information.
Neither the Canadian Securities Exchange ("CSE") nor its Regulation Services Provider (as that
term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of
this news release.
SOURCE
EMP Metals Corp.
View original content:
http://www.newswire.ca/en/releases/archive/November2023/01/c2328.html
%SEDAR: 00047856E
For further information:
Rob Gamley, President & CEO, [email protected], Phone: 1-604-689-
7422
CO: EMP Metals Corp.
CNW 08:25e 01-NOV-23