Mr. Karl Kottmeier reports

EMP METALS CLOSES CONVERTIBLE LOAN AGREEMENT WITH TEMBO

EMP Metals Corp. has closed its previously announced convertible loan agreement with Tembo Capital Holdings Guernsey Ltd., whereby EMP Metals and Tembo amended a previous loan facility of $3-million (U.S.).

Under the terms of the convertible loan agreement, the maturity date of the loan was extended from Dec. 31, 2025, to June 30, 2027, unless further extended by the parties, and the loan, including interest accrued thereon, is now convertible into common shares in the capital of the company at a price of 42.5 Canadian cents per conversion share. The loan will bear interest at 13.5 per cent per annum on any portion of the loan owed by the company for the duration the loan remains outstanding.

Additionally, the company also agreed to pay Tembo an arrangement fee of $150,000 (U.S.), which was satisfied by the issuance of 485,294 common share purchase warrants of the company, with each arrangement fee warrant being exercisable to acquire one common share of the company at a price of 42.5 Canadian cents per share until Jan. 5, 2028.

All securities issued under the convertible loan agreement and arrangement fee warrants are subject to restrictions on resale for a period of four months from the date of issuance.

Investment by Tembo

As described above, Tembo entered into a convertible loan agreement, whereby Tembo has the right to convert $3-million (U.S.), including interest thereon, into common shares of the company and was issued 485,294 arrangement fee warrants.

Immediately prior to the closing of the convertible loan agreement, Tembo, together with an affiliate company Tembo Capital Holdings U.K. Ltd., beneficially owned, directly or indirectly, 23,585,680 common shares of the company and 2,298,000 share purchase warrants of the company, which represented approximately 19.63 per cent of the issued and outstanding shares on a non-diluted basis, and approximately 21.14 per cent of the issued and outstanding shares on a partially diluted basis, which assumes the exercise of the 1,298,000 warrants.

Immediately following the closing of the convertible loan agreement, Tembo, together with an affiliate company, Tembo Capital Holdings U.K., beneficially owns, directly or indirectly, 23,858,680 shares, 2,783,294 warrants and a convertible loan in the principal amount of $3-million (U.S.), representing approximately 19.63 per cent of the issued and outstanding shares on a non-diluted basis, and approximately 24.59 per cent of the issued and outstanding Shares on a partially diluted basis, which assumes the exercise of the warrants and conversion of the principal amount of the loan at a price of 42.5 Canadian cents per share.

The securities of the company held by Tembo are held for investment purposes. Tembo may acquire additional securities of the company either on the open market or through private acquisitions, or sell the securities on the open market or through private dispositions, in the future, depending on market conditions, general economic and industry conditions, the company's business and financial condition, reformulation of plans, and/or other relevant factors.

A copy of the early warning report in respect of the offering may be requested from Tembo by mail to its head office at Fourth Floor, Plaza House, Admiral Park, St. Peter Port, Guernsey, GY1 2HU, and will be filed under Tembo's SEDAR+ profile.

About EMP Metals Corp.

EMP is a Canadian-based lithium exploration and development company focused on large-scale resources using direct lithium extraction (DLE). EMP currently holds over 205,000 net acres (83,000 hectares) of subsurface dispositions and strategic wellbores in Southern Saskatchewan.

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