Emperor Metals Inc. (CSE: AUOZ) (OTCQB: EMAUF) (FSE: 9NH) (“Emperor Metals” or the “Company”), a mineral exploration and development company focused on the southern Abitibi Greenstone Belt in Quebec, is pleased to announce that, following its October 9, 2025 press release, it has completed the second and final closing of its previously announced “best effort” private company. placement for additional gross proceeds of approximately $1,150,333.80 (approximately $11,093,333.60 in aggregate across all closings) (the “Offering”). Following the second closing of the Offering, the Company issued an additional 5,751,669 units of the Company (the “Common Units”) at a price of $0.20 per Common Unit. Each Common Unit consists of: (i) one (1) common share of the Company (a “Common Share”); and (ii) one-half of one (12) common share purchase warrant (each whole warrant, a “Warrant”), with each whole warrant exercisable to acquire one additional common share at a price of $0.35 per common share for a period of 24 months from the closing of the Offering.
The Offering was led by SCP Resource Finance LP (“SCP“) acting as lead agent and sole bookrunner on behalf of a syndicate of agents, including Canaccord Genuity Corp. (together with SCP, the “Agents“). The Offering was executed pursuant to an agency agreement dated October 9, 2025 between the Company and the Agents. In connection with the second closing of the Offering, the Agents have partially exercised their agents’ option for 5,466,668 Common Units.
The common units were issued under the financing exemption for listed issuers under Part 5A of National Instrument 45-106 – Prospectus exemptions as amended by Coordinated Framework Agreement 45-935 – Exemptions from certain conditions of the financing exemption of listed issuers (the “Exemption for financing of listed issuers“). The common units issued under the publicly traded issuer financing exemption are not subject to a holding period under applicable Canadian securities laws.
The net proceeds from the sale of the common units will be used by the Company for general and administrative expenses and working capital purposes as further described in the Company’s offering document under the Listed Issuer Financing Exemption dated September 12, 2025.
In connection with the second closing and in consideration for the services provided by the Agents in connection with the Offering, the Agents received, among other things, 345,100 non-transferable broker warrants, each exercisable for a period of 24 months from the closing of the Offering, to acquire one common share (each a “Broker Warrant share“) at an exercise price per Broker Warrant share of $0.20.
Early warning
In connection with the second closing of the Offering, Evanachan Limited (“HE“; 150 King St. West, Suite 2800, Toronto, ON, M5H 1J9, Tel. (647) 258-0395), a privately held company controlled by Robert McEwen, acquired 750,000 Common Units at a per Common Unit price of $0.20 for a total purchase price of $150,000.00, representing approximately 1.65% of the total sales units Under the Prior to the second closing of the Offering, EL held 13,000,000 common shares and 6,500,000 common stock purchase warrants of the Company, which represented approximately 7.1% of the total issued and outstanding common shares outstanding immediately prior to the second closing of the offering, or approximately 10.2% on a partially diluted basis (assuming the exercise of all common stock purchase warrants held by EL immediately prior to the second closing of the offer). Following the second closing of the Offering, EL now owns 13,750,000 Shares and 6,875,000 purchase warrants for common shares of the Company, representing approximately 6.9% of the total number of issued and outstanding common shares on a non-diluted basis after the second closing of the Offering, or approximately 10.0% on a partially diluted basis (assuming the exercise of all purchase warrants for common shares of the Company Company held by EL). The Common Units are acquired by EL for long-term investment purposes. EL may acquire additional securities of the Company, including in the open market or through private acquisitions, or sell securities of Emperor in accordance with applicable securities laws, depending on market conditions, restatement of plans and/or other factors that EL deems relevant from time to time.
About Keizer Metals Inc.
Emperor Metals Inc. is a high-quality gold exploration and development company focused on the southern Abitibi Greenstone Belt in Quebec using AI-driven exploration techniques. Emperor Metals is committed to unlocking the substantial resource potential of the Duquesne West Gold Project and the Lac Pelletier Project, both located in this productive mining district.
Emperor Metals is led by a dynamic group of resources industry professionals who have a strong track record of success in evaluating and advancing mining projects from exploration to production, raising capital and overcoming adversity to deliver exceptional shareholder value. For more information, please refer to SEDAR+ (www.sedarplus.ca), under the profile of Emperor Metals.
Under an option agreement, Emperor Metals agreed to acquire a 100% interest in a mineral claims package consisting of 38 claims covering approximately 1,389 ha, located in the Duparquet Township of Quebec (the “Duquesne West Property”) from Duparquet Assets Ltd., a 50% subsidiary of Globex Mining Enterprises Inc. (TSX:GMX).
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws, and may not be offered or sold within the United States (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or a exemption from such registration requirements is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state of the United States in which such offer, solicitation or sale would be unlawful.
Neither Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements and information in this press release, including statements regarding the use of proceeds from the Offering, are “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “could”, “will be taken”, “occur” or “be achieved”. Forward-looking statements, including but not limited to the intended use of the net proceeds of the Offering are subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking statements, including but not limited to changes in exploration plans and activities and the costs and timing associated therewith, results of exploration activities, changes in commodity markets, financial market conditions, economic conditions including any government regulations relating thereto, including tariffs, protective government regulations, relations with first nations, governments and other stakeholders, changes in environmental and other laws and regulations affecting mining operations, weather, management’s discretion with respect to the use of proceeds and use of funds available upon completion of the Offering, including the timing and costs of planned activities and the use of funds in connection therewith, and the other risk factors described in our securities filings available at www.sedarplus.ca. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding management’s expectations and beliefs based on information currently available to the company.
Although the Company believes that the assumptions and factors used in preparing these forward-looking statements are reasonable based on the information currently available to management as of the date hereof, actual results and developments may differ materially from those contemplated by these statements and no assurance can be given that such events will occur within the disclosed time frames or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are therefore cautioned not to place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date of this press release and, except as required by applicable securities laws, the Company disclaims any intention or obligation to update any forward-looking information, whether as a result of new information, changing circumstances or otherwise.
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