Emergent Announces Private Placement
**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO
UNITED STATES NEWS WIRE SERVICES**
EMERGENT METALS CORP.
620-1111 Melville Street,
Vancouver, B.C., V6E 2V6
www.emergentmetals.com
August 19, 2024 TSX Venture Exchange : EMR
OTCQB : EGMCF
Frankfurt and Berlin Exchanges: EMLN
EMERGENT ANNOUNCES PRIVATE PLACEMENT
Vancouver, British Columbia – August 1 9, 2024 – E mergent Metals Corp. ("Emergent" or the
“Company”) (TSX Venture Exchange: EMR) announces that it will conduct a non-brokered private
placement (the "Offering") of up to 20,000,000 units (the "Units") at a price of CDN$0.05 per Unit to raise
gross proceeds of up to CDN$1,000,000. Each Unit will consist of one common share in the capital of the
Company (a “ Share”) and one whole non-transferable common share purchase warrant (a “ Warrant”).
Each whole Warrant will be exercisable to acquire one Share at an exercise price of CDN$0. 10 per Share
for a period of 24 months from the date of issuance, subject to the following acceleration right. If, at any
time after the date that is 4 months and one day after the date of issuance of the Warrants, the closing price
of the Company’s common shares on the TSX Venture Exchange (or such other stock exchange on which
the common shares may be traded from time to time) is at or above CDN$0.15 per share for a period of 10
consecutive trading days (the “Triggering Event”), in which event the Company may, within 5 days of the
Triggering Event, accelerate the expiry date of the Warrants by giving notice thereof to the holders of the
Warrants, by way of news release, and in such case the Warrants will expire on the first day that is 30
calendar days after the date on which such notice is given by the Company announci ng the Triggering
Event.
Interested parties can access detailed information about the Offering and easily subscribe through the
Capiche platform by clicking HERE.
Emergent is a junior mining company that focuses on acquisition, advancement, and divestiture of
exploration projects (A&D business model). The Company has a portfolio of quality projects in Nevada
and Quebec in various stages of development, from early -stage exploration projects to advanced stage
exploration projects (properties with NI 43- 101 resources). Emergent has selected these jurisdictions to
work in because they are pro- mining, have excellent geology, and present many opportunities for A&D
transactions. The Company has completed several successful acquisition and divestiture transactions in
recent years and currently has several projects optioned to third parties. With the gold price in the vicinity
of US$2,500 per ounc e, Emergent wishes to raise additional capital to advance its assets and for general
working capital to continue to implement its A&D business model.
In connection with the Offering, the Company may pay finder’s fees consisting of: (i) cash finder’s fees of
up to 7% of the gross proceeds of the Offering; and (ii) finder warrants (“Finder’s Warrant”) in an amount
equal to up to 7% of the number of Units issued pursuant to the Offering, exercisable at a price of $0.10 per
common share for a period of 24 months following the closing date of the Offering which will also be
subject to the above acceleration clause.
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
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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 exploration of its properties (including property
and claim maintenance payments) and for general working capital purposes. 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).
The Company has an Option Agreement for the Purchase and Sale of its New York Canyon Property, NV,
with Ivanhoe Electric Inc. (NYSE: IE). New York Canyon is a copper skarn, copper porphyry, and gold
exploration property south of and abutting the historic past producing Santa Fe Gold Mine, being advanced
by Lahontan Gold Corporation ( TSXV:LG). Ivanhoe has an Option to acquire 100% interest in the
property by making US2.0 million in cash and/or share payments (US$300,000 paid to date) by August 1,
2025. Details of the transaction can be found in the Company’s March 1, 2024, press release. In a 2023
NI 43-101 Technical Report(1), Lahontan Gold defined an indicated resource at its abutting Santa Fe Project
consisting of 30.4 million tonnes at a grade of 1.05 g/t Au and 8.86 g/t Ag, containing 1.0 million ounces
of gold and 8.7 million ounces of silver, using a cutoff grade of 0.25 g/t AuEq gold for oxide material and
0.60 g/t AuEq for sulfide material. Emergent Metal’s geologists have not verified this resource estimate.
A copy of the Technical Report can be found under Lahontan Gold’s corporate filings at www.sedarplus.ca.
Emergent has a Lease with Option to Purchase Agreement on its Mindora Property, NV (aka West Santa
Fe Property) with Lahontan Gold. Mindora is a gold, silver, and base metal property located about twelve
miles southwest of Lahontan’s Santa Fe Pr oject. Lahontan can earn a 100% interest in the property by
completing US$1.8 million in cash and/or share payments and US$1.4 million in exploration expenditures
over a seven-year period. Details of the transaction can be found in the Company’s July 20, 2023, pre ss
release. Lahontan views this as a potential satellite deposit of their Santa Fe Project.
Emergent’s Golden Arrow Property, NV is an advanced stage gold and silver property hosting a measured
and indicated resource consisting of 1 1.0 million tonnes at a grade of 0.082 g/t gold and 11.31 g/t silver,
containing 296,500 ounces of gold and 4.0 million ounces of silver. A cut-off grade of 0.34 g/t (0.01 opt)
AuEq for oxide material and 0.51 g/t ( 0.015 opt ) AuEq for sulfide material was used. A NI 43 -101
Technical Report (2) can be found on the Company’s website or under its corporate filings at
www.sedarplus.ca. A Plan of Operations and Environmental Assessment in place for the project to allow
a major drilling program, subject to financing.
The Company has the Casa South Property, QC, south of and abutting Hecla Mining Company’s (NYSE:
HL) operating Casa Berardi Mine and north of and abutting IAMGOLD Corporation’s ( NYSE:IAG)
Gemini Turgeon Property. Casa Berardi Mine produced 90,363 ounces of gold in 2023(3). Emergent also
has the Trecesson Property, QC, about 10 km east of Magneto Investments LP’s Dumont Nickel Property,
one of the largest undeveloped and fully permitted nickel sulphide deposits in the world. Both properties
are gold and base metal exploration properties.
Successful divestitures include the sale of the Troilus North Property to Troilus Gold Corporation
(TSX:TLG) in 2018 and sale of the East-West Property (now part of the Marban Alliance Property) to O3
Mining Inc. ( TSXV:OIII) in 2022. Emergent retains Net Smelter Royalties on both these properties ,
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subject to buyout provisions. At Troilus North, Emergent holds a 1.0% NSR, which Troilus Gold can
acquire for CDN$1.0 million at any time. At East-West, Emergent holds a 1% NSR which O3 can acquire
within 3 years of signing of the Definitive Agreement (April 13, 2022), for CDN$1.0 million in years 4 and
5 after signing the Definitive Agreement, after which the back- in right expires. A NI 43-101 Feasibility
Study(4) on the Troilus Project was completed on June 28, 2024, by Troilus Gold announcing a proven and
probable mineral reserve of 380 million tonnes at a grade of 0.058 opt Au, 1.00% Cu, and 0.59 g/t Ag
containing 6.0 million ounces of gold, 484 million pounds of copper, and 12.2 million ounces of silver (7.26
million oz AuEq) based on a C$9.96/t NSR cut -off. An NI 43- 101 Prefeasibility Study(5) was completed
on the Marban Alliance Property on October 7, 2023, by O3 Mining announcing a probable mineral reserve
of 56.4 million tonnes at a grade of 0.91 g/t gold containing 1.6 million ounces of gold at a cut-off grade of
0.3 g/t Au. These reports can be found under each respective company’s corporate filings at
www.sedarplus.ca. Emergent’s geologists have not verified these mineral resources or reserves. The
Troilus North and East -West Properties are not in areas where mineral resources or reserves have been
defined on either of these properties to date, however they appear to be on strike with known deposit areas
and have potential for resources to be defined in the future, subject to exploration success.
Note that the location of Emergent ’s properties adjacent to producing or past producing mines or other
exploration properties 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.sedarplus.ca.
David Watkinson, P.Eng., a qualified person under NI 43- 101, has reviewed an approved the technical
content of this press release. Mr. Watkinson is an employee of Emergent and, as such, in non-independent.
Footnotes
1. Santa Fe Project Technical Report, Santa Fe Project, Santa Fe District, Mineral County, Nevada, USA, dated March 2, 2023,
effective date December 7, 2022, by Trevor Rabb, P. Geo., and Darcy Baker, PhD, P. Geo., of Equity Exploration Consultants.
2. Amended 2018 Updated Technical Report on the Golden Arrow Project, Nye County, Nevada, dated September 24, 2018,
effective date August 28, 2018, by Steve Ristorcelli, C.P.G., Oden Christensen, PhD, C.P.G., and Jack McParland, M.M.S.A.,
3. Hecla Mining Corporation press release dated Jan. 10, 2024.
4. NI 43-101 Feasibility Study: Troilus Gold -Copper Project, dated June 28, 2024, effective date May 14, 2024, prepared by
AGP Mining Consultants Inc., by Paul Daigle, Geo., Marc Rogier, P.Eng., Ryda Peung, P.Eng., Willie Hamilton, P.Eng.,
Zunedbhai Shaikh, P.Eng., Laurent Gareau, P.Eng. Vlad Rojanscki, P.Eng., Peirre Pr imeau, P.Eng., Ann Lamontagne, Eng.,
PhD, Gordon Zurowski, P.Eng., Balvinder Singh, P.Eng.
5. NI 43-101 Technical Report and Prefeasibility Study, Marban Engineering Project, Val d’Or Quebec, Canada, report date
October 7, 2022, effective date August 24, 2022, by Ausenco Engineering Canada Inc., including Renee Barette, Ing, James
Purchase, P. Geo., Carl Michaud, P.Eng., Ali Hooshiar, P.Eng., Davood Hasanloo, P.Eng., and Andreanne Hamel, Ing, M.Sc..
This news release does not constitute an offer of sale of any of the above- mentioned securities in the
United States. The foregoing securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not
be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the 1933 A ct) or persons in the United States absent registration or an applicable
exemption from such registration requirements. This news release does not constitute an offer to sell or
the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
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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 read 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 will 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 unpredictable
factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors a nd
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.