VANCOUVER - Emergent Metals Corp. ('Emergent' or the 'Company') (TSX.V: EMR) provides the following update to its previously announced private placement.
Following the completion of the sale of Emergent's East-West Property to O3 Mining for cash and shares, which was announced by press release on May 3, 2022, the Company has elected to reduce the size of the planned private placement. In addition, the Company has received approval from the TSX Venture Exchange to extend the closing of the private placement to on or before May 31, 2022.
Emergent will now conduct a non-brokered private placement (the 'Offering') of up to 11,666,666 units (the 'Units') at a price of CDN$0.12 per Unit to raise gross proceeds of up to CDN$1,400,000. Each Unit will consist of one common share in the capital of the Company (a 'Share') and one whole transferable common share purchase warrant (a 'Warrant'). Each whole Warrant will be exercisable to acquire one Share at an exercise price of CDN$0.15 per Share for a period of 24 months from the date of issuance. The Offering is subject to a minimum subscription amount of CDN$2,400.
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 exploration of Emergent's properties in Quebec and Nevada and general working capital. 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.
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 12 miles from New York Canyon. Buckskin Rawhide East is a gold and silver property leased to Rawhide Mining LLC, operators of 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 Trecesson Property is located 50 km north of Val d'Or Mining Camp. Emergent has a 1% NSR in the Troilus North Property, part of the Troilus Mine Property being explored by Troilus Gold Corporation (TSX.V: TLG). The Company also has a 1% NSR on the East-West Property adjacent to and on strike with Wesdome Gold Mine Ltd.'s (TSX.V: WDO) Kiena Complex and O3 Mining Corporation's (TSX.V:OIII) Malarctic Property (Marban Project).
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 Act) 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.
David G. Watkinson
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. 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.