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EMR.V ·

Emergent Announces Flow Through Private Placement

Financings

**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO

UNITED STATES NEWS WIRE SERVICES**

EMERGENT METALS CORP.

Suite 1010 – 789 West Pender Street

Vancouver, B.C. V6C 1H2

www.emergentmetals.com

December 5, 2022 TSX Venture Exchange : EMR

OTC : EGMCF

Frankfurt and Berlin Exchanges: EML

EMERGENT ANNOUNCES FLOW THROUGH PRIVATE PLACEMENT

Vancouver, British Columbia – December 5, 2022 – Emergent Metals Corp. ("Emergent" or the

“Company”) (TSX Venture Exchange: EMR) announces its intention to complete a non-brokered flow

through private placement (the " Offering") of up to 3,125,000 units (the " FT Units") at a price of

CDN$0.32 per Unit for gross proceeds of up to CDN$1,000,000. Each FT Unit will consist of one common

share in the capital of the Company (a “FT Unit Share”) and one half transferable common share purchase

warrant (a “FT Warrant”). Each whole FT Warrant will be exercisable to acquire one common share in

the capital of the Company (a “ Warrant Share”) an exercise price of CDN$0.45 per Share for a period

of 24 months from the date of issuance.

Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the

Private Placement would constitute a "related party transaction" as defined under Multilateral Instrument

61-101 Protection of Minority Security Holders in Special Transactions (“ MI 61-101”). However, the

Company expects such participation would be exempt from the formal valuation and minority shareholder

approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor

the consideration for the Units paid by such insiders, would exceed 25% of the Company's market

capitalization.

Emergent intends to use the net proceeds of the Offering for qualifying exploration of Emergent's properties

in Quebec. The Company may pay finder’s fees on a portion of the Offering, subject to compliance with

the policies of the TSX Venture Exchange and applicable securities legislation. Closing of the Offering is

subject to approval of the TSX Venture Exchange. The securities issued under the Offering, and any Shares

that may be issuable on exercise of any such securities, will be subject to a statutory hold period expiring

four months and one day from the date of issuance of such securities.

About Emergent

Emergent is a gold and base metal exploration company focused on Nevada and Quebec. The Company’s

strategy is to look for quality acquisitions, add value to these assets through exploration, and monetize them

through sale, joint ventures, option, royalty, and other transactions to create value for our shareholders

(acquisition and divestiture (“A&D”) business model). In Nevada, Emergent's Golden Arrow Property, the

core asset of the Company, is an advanced stage gold and silver property with a well-defined measured and

indicated resource. New York Canyon is a base metal property subject to an Earn-in with Option to Joint

Venture Agreement with Kennecott Exploration, a subsidiary of Rio Tinto Plc (NYSE:RIO). The Mindora

Property is a gold, silver, and base metal property located twelve miles from New York Canyon. Buckskin

Rawhide East is a gold and silver property leased to Rawhide Mining LLC, operators o f the adjacent

Rawhide Mine.

In Quebec, the Casa South Property is an early-stage gold property adjacent to Hecla Mining Corporation’s

(NYSE:HL) operating Casa Berardi Mine. The Tecesson Property is located about 50 km north of the Val

d’Or mining camp. Emergent has a 1% NSR in the Troilus North Property, part of the Troilus Mine Property

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(pre-feasibility stage) being explored by Troilus Gold Corporation (TSX:TLG). In addition, the company

has a 1% NSR in the East-West (aka Little Long Lac) Property adjacent and on strike with Wesdome Gold

Mine Ltd.’s (TSX:WDO) operating Kiena Mine and O3 Mining Corporation’s (TSX:OIII) Marban Project

(prefeasibility stage).

Note that the location of Emergent’s properties adjacent to producing or past producing mines does not

guarantee exploration success at Emergent’s properties or that mineral resources or reserves will be

delineated. For more information on the Company, investors should review the Company’ s website

at www.emergentmetals.com or view the Company’s filings available at www.sedar.com.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities

in the United States. The securities 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.

On behalf of the Board of Directors

David G. Watkinson, P.Eng.

President & CEO

For further information please contact:

David G. Watkinson, P.Eng.

Tel: 530-271-0679 Ext 101

Email: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

release.

Cautionary Note on Forward-Looking Statements

Certain information contained in this news release constitutes “forward- looking information” or “forward- looking statements”

(collectively, “forward -looking information”). Without limiting the foregoing, such forward -looking information includes

statements regarding the process and completion of the Offering, the use of proceeds of the Offering and any statements regarding

the Company’s business plans, expectations and objectives. In this news release, words such as “may”, “would”, “could”, “will”,

“likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used

to identify forward-looking information. Forward looking information should not be re ad as guarantees of future performance or

results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance wi ll be

achieved. Forward-looking information is based on information available at the time and/or the Company management’s good faith

belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredict able

factors, many of which are beyond the Company’s control. For additional informati on with respect to these and other factors and

assumptions underlying the forward-looking information made in this news release, see the Company’s most recent Management’s

Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities

commissions and the discussion of risk factors set out therein. Such documents are available at www.sedar.com under the

Company’s profile and on the Company’s website at www.emergentmetals.com. The forward-looking information set forth herein

reflects the Company’s expectations as at the date of this news release and is subject to change after such date. The Company

disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information,

future events or otherwise, other than as required by law.