Mr. Karl Kottmeier reports
EMP METALS CLOSES $2.9 MILLION FINANCING
EMP Metals Corp. has closed the third and final tranche of its previously announced non-brokered private placement financing (see news release dated May 12, 2026, May 25, 2026, and May 27, 2026) by issuing one million units at 50 cents per unit for gross proceeds of $500,000. Under the entire offering, the company issued a total of 5,879,000 units for gross proceeds of $2,939,500.
Each unit under the offering consisted of one common share and one share purchase warrant, with each warrant entitling the holder to purchase one additional share at a price of 70 cents per share for a period of one year from the date of issue.
All securities issued will be subject to a statutory hold period of four months plus one day from closing and the hold period contemplated in Canadian Securities Exchange policies.
Pursuant to the investor rights agreement dated Oct. 31, 2023, between EMP Metals and Tembo Capital Holdings U.K. Ltd., Tembo exercised its right to purchase one million units at a price of 50 cents per unit to maintain its partially diluted interest immediately prior to closing of the offering.
Tembo's participation is considered to be a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company relied on the exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the participation in the offering by Tembo, and Mr. Gamley will not exceed 25 per cent of the fair market value of the company's market capitalization.
In connection with the third tranche, the company paid finders a cash fee totalling $32,500 and issued a total of 65,000 warrants. Under the entire offering, the company paid finders a total of $168,317.50 cash fee, and issued a total of 336,635 finder's warrants. Each finder's warrant is exercisable at 70 cents per share for a period of one year from the date of issue.
The net proceeds of the offering will be used for the development costs of its lithium brine properties in Saskatchewan and for general working capital purposes.
Early warning -- investment by Tembo
As described above, Tembo acquired one million units for consideration of $500,000 under the third tranche.
Immediately prior to the closing of the third tranche, Tembo beneficially owned, directly or indirectly, 23,585,680 shares and 2,783,294 warrants, which represented approximately 18.83 per cent of the issued and outstanding shares on a non-diluted basis and approximately 20.60 per cent of the issued and outstanding shares on a partially diluted basis, which assumes the exercise of the warrants.
Immediately following the closing of the offering, Tembo beneficially owns, directly or indirectly, 24,585,680 shares and 3,783,294 warrants, representing approximately 19.48 per cent of the issued and outstanding shares on a non-diluted basis and approximately 21.82 per cent of the issued and outstanding shares on a partially diluted basis, which assumes the exercise of the warrants.
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 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. EMP currently holds over 205,000 net acres (83,000 hectares) of subsurface dispositions and strategic wellbores in Southern Saskatchewan.
We seek Safe Harbor.
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