GEMC.V · 2023-01-27 12:00:00

Powered by Cobalt … Driven by Demand GLOBAL ENERGY METALS ANNOUNCES APPROVAL AND LAUNCH OF EARLY WARRANT EXERCISE INCENTIVE PROGRAM

Financings Share Capital & Compensation

TSX.V GEMC

www.globalenergymetals.com

Suite 1501,

Sun Tower

128 West Pender St. Vancouver,

V6B 1R8

T +1.604.688.4219

TwiGer @EnergyMetals

GLOBAL ENERGY METALS ANNOUNCES APPROVAL AND LAUNCH

OF EARLY WARRANT EXERCISE INCENTIVE PROGRAM

Vancouver, BC / TheNewswire / January 27, 2023 / Global Energy Metals

CorporaCon TSXV:GEMC | OTCQB:GBLEF | FSE:5GE1 (“Global Energy

Metals” , the “Company” and/or “GEMC”) , mul&-jurisdic&onal, mul&-

commodity cri&cal mineral explora&on and development company focused on

growth-oriented ba<ery metal projects suppor&ng the global transi&on to

clean energy, announces that further to the Company's news release dated

December 19, 2022 and January 16, 2023, the Company has received

condi&onal acceptance from the TSX Venture Exchange (the “Exchange”) for

the implementa&on of its early warrant exercise incen &ve program (the

“Program”) intended to encourage the early exercise of up to 13,506,500

share purchase warrants (the “Eligible Warrants") that were issued pursuant

to three non-brokered private placements that closed in September 2020,

May 2021 and March 2022.

The Program will commence January 27, 2023, at 9:00 a.m. PST and expire on

February 27, 2023, at 4:00 p.m. PST (the “Early Exercise Expiry Date”).

Under the Program, holders of Eligible Warrants who elect to exercise their

Eligible Warrants at the price of $0.08 per Eligible Warrant before the Early

Exercise Expiry Date will receive:

• common shares in the capital of the Company to which they

are otherwise en&tled under the terms of the Eligible Warrants; and

• one addi&onal common share purchase warrant of the

Company (each, an "Incen&ve Warrant") en&tling the holder to acquire an

addi&onal common share of the Company at a price of $0.15 per share for a

period of twelve (12) months from the date of issuance of such Incen &ve

Warrant, subject to accelera&on as noted below.

Addi&onal details of the Program, including the documenta&on required to be

delivered by holders to the Company on or before the Early Exercise Expiry

Date, are available in the Company's news release dated January 16, 2023.

Each holder of Eligible Warrants will receive a No&ce of Early Warrant Exercise

Incen&ve Program substan&ally in the form a<ached hereto as Schedule A.

The Incen&ve Warrants will be subject to a four month hold period from the

date of issuance and will include a warrant accelera&on provision pursuant to

which the Company will be permi<ed to accelerate the expiry date of the In-

cen&ve Warrants if the closing price of the Company's Common Shares on the

Exchange remains at or above $0.20 for a period of ten consecu&ve days (the

"Accelera&on Event").

In the event the Company exercises the Accelera&on Event (by dissemina&ng

a news release advising of the Accelera&on Event), holders will have 30 days

to exercise the Incen&ve Warrants, aber which the unexercised Incen&ve War-

rants will be void and of no eﬀect.

If all of the Eligible Warrants are exercised during the Early Exercise Period,

GEMC expects to:

•Receive gross proceeds of approximately $1,080,520 on or before the Early

Exercise Expiry Date;

•Issue up to 13,506,500 common shares pursuant to the exercise of the War-

rants by holders in accordance with the original terms of the Warrants; and

•Issue up to 13,506,500 Incen&ve Warrants to Warrant holders pursuant to

the early exercise of the Warrants on or before the Early Exercise Expiry

Date.

Holders of Eligible Warrants who elect to par&cipate in the Program will be

required to deliver the following to the Company on or prior to 4:00 p.m.

(Vancouver &me) on the Early Exercise Expiry Date.

•a duly completed and executed Exercise Form, in the form which accompa-

nies the cer&ﬁcate represen&ng the Eligible Warrants;

•the original cer&ﬁcate represen&ng the Eligible Warrants being exercised;

and

•the applicable aggregate exercise price payable to the Company by way of

cer&ﬁed cheque, money order, bank drab, or wire transfer in lawful money

of Canada.

To the extent that holders of the Eligible Warrants take advantage of the op-

portunity to exercise their Warrants early, this will strengthen Global Energy’s

current cash posi&on and provide the Company with addi&onal working capi-

tal to meet its on-going business obliga&ons.

The transac&on is subject to the receipt of all ﬁnal regulatory approvals, in-

cluding the approval of the Exchange. Any Eligible Warrants that are not exer-

cised prior to the Early Exercise Expiry Date will remain outstanding and con-

&nue to be exercisable for Common Shares on their exis&ng terms.

The Eligible Warrants were originally issued by the Company as part of a unit

issued in connec&on with private placement ﬁnancings completed in Sep-

tember 2020, May 2021 and March 2022. The underlying Common Shares

and Incen&ve Shares to be issued pursuant to the exercise of the Warrants

have not been, and will not be, registered under the U.S. Securi&es Act or any

U.S. state securi&es laws, and may not be oﬀered or sold in the United States

or to, or for the account or beneﬁt of, United States persons absent registra-

&on or any applicable exemp&on from the registra&on requirements of the

U.S. Securi&es Act and applicable U.S. state securi&es laws. This press release

does not cons&tute an oﬀer to sell or the solicita&on of an oﬀer to buy securi-

&es in the United States, nor in any other jurisdic&on.

Global Energy Metals CorporaCon

(TSXV:GEMC | OTCQB:GBLEF | FSE:5GE1)

Global Energy Metals Corp. o ﬀers investment exposure to the growing

rechargeable ba<ery and electric vehicle market by building a diversi ﬁed

global por@olio of exploraBon and growth-stage ba<ery mineral assets.

Global Energy Metals recognizes that the prolifera Bon and growth of the

electriﬁed economy in the coming decades is underpinned by the availability

of ba<ery metals, including cobalt, nickel, copper, lithium and other raw

materials. To be part of the solu Bon and respond to this electri ﬁcaBon

movement, Global Energy Metals has taken a ‘consolidate, partner and invest’

approach and in doing so have assembled and are advancing a por @olio of

strategically signiﬁcant investments in ba<ery metal resources.

As demonstrated with the Company’s current copper, nickel and cobalt

projects in Canada, Australia, Norway and the United States, GEMC is

invesBng-in, exploring and developing prospec Bve, scaleable assets in

established mining and processing jurisdicBons in close proximity to end-use

markets. Global Energy Metals is targeBng projects with low logisBcs and

processing risks, so that they can be fast tracked to enter the supply chain in

this cycle. The Company is also collabora Bng with industry peers to

strengthen its exposure to these cri Bcal commodiBes and the associated

technologies required for a cleaner future.

Securing exposure to these criBcal minerals powering the eMobility revoluBon

is a generaBonal investment opportunity. Global Energy Metals believes Now

is the Time to be part of this electriﬁcaBon movement.

For Further InformaCon:

Global Energy Metals Corpora&on

#1501-128 West Pender Street

Vancouver, BC, V6B 1R8

Email: [email protected]

t. + 1 (604) 688-4219

www.globalenergymetals.com

Twi<er: @EnergyMetals | @USBa@eryMetals | @ElementMinerals

CauConary Statement on Forward-Looking InformaCon:

Certain informaBon in this release may consBtute forward-looking statements

under applicable securiBes laws and necessarily involve risks associated with

regulatory approvals and Bmelines. Although Global Energy Metals believes

the expectaBons expressed in such forward-looking statements are based on

reasonable assumpBons, such statements are not guarantees of future

performance and actual results or developments may diﬀer materially from

those in the forward-looking statements. Except as required by law, the

Company undertakes no obliga Bon to update these forward-looking

statements in the event that management’s beliefs, esBmates or opinions, or

other factors, should change.

GEMC’s operaBons could be signiﬁcantly adversely aﬀected by the eﬀects of a

widespread global outbreak of a contagious disease, including the recent

outbreak of illness caused by COVID-19. It is not possible to accurately predict

the impact COVID-19 will have on operaBons and the ability of others to meet

their obligaBons, including uncertainBes relaBng to the ulBmate geographic

spread of the virus, the severity of the disease, the duraBon of the outbreak,

and the length of travel and quaranBne restricBons imposed by governments

of aﬀected countries. In addiBon, a signiﬁcant outbreak of contagious diseases

in the human populaBon could result in a widespread health crisis that could

adversely aﬀect the economies and ﬁnancial markets of many countries,

resulBng in an economic downturn that could further aﬀect operaBons and

the ability to ﬁnance its operaBons.

For more informaBon on Global Energy and the risks and challenges of their

businesses, investors should review the ﬁlings that are available at

www.sedar.com.

Neither TSX Venture Exchange nor its RegulaBon 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.

We seek safe harbour.

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