Emperor Announces Private Placement

Edmonton, Alberta--(Newsfile Corp. - April 16, 2025) - Emperor Metals Inc. (CSE: AUOZ) (OTCQB: EMAUF) (FSE: 9NH) ("Emperor") proposes to complete a non-brokered private placement financing of up to 28,333,333 flow-through common shares (the "FT Shares") at a price of $0.15 per FT Share for gross proceeds of up to $4,250,000 (the "Offering"). The first tranche of the Offering consists of the issuance of a total of 3,334,000 FT Shares for total gross proceeds of $500,100. Each FT Share will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada).

The gross proceeds from the issuance of the FT Shares will be used to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures," as such terms are defined in the Income Tax Act (Canada), and in addition, with respect to Quebec resident subscribers who purchase FT Shares who are eligible individuals under the Taxation Act (Quebec), the Canadian exploration expenses will also qualify for inclusion in the "exploration base relating to certain Quebec exploration expenses" within the meaning of Section 726.4.10 of the Taxation Act (Quebec) and for inclusion in the "exploration base relating to certain Quebec surface mining expenses or oil and gas exploration expenses" within the meaning of Section 726.4.17.2 of the Taxation Act (Quebec) (the "Qualifying Expenditures"). All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2025.

In connection with the sale of the FT Shares, the Company will pay a total of $30,006 in cash, and issue 200,040 finder's warrants (the "Finder's Warrants") to an eligible arm's length finder for certain of the FT Shares sold. Each Finder's Warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 per share until April 22, 2027.

All FT Shares and Finder's Warrants issued are subject to a hold period until August 23, 2025. The Offering is subject to the acceptance of the Canadian Securities Exchange.

About Emperor Metals Inc.

Emperor Metals Inc. is a high-grade gold exploration and development junior mining company focused on Quebec's Southern Abitibi Greenstone Belt and leveraging AI-driven exploration techniques. Emperor is dedicated to unlocking the substantial resource potential of the Duquesne West Gold Project and the Lac Pelletier Project both situated in this Tier 1 mining district.

Emperor is led by a dynamic group of resource sector professionals who have a strong record of success in evaluating and advancing mining projects from exploration through to production, attracting capital and overcoming adversity to deliver exceptional shareholder value. For more information, please refer to SEDAR+ (www.sedarplus.ca), under Emperor's profile.

Not for distribution to United States newswire services or for dissemination in the United States.

ON BEHALF OF THE BOARD OF DIRECTORS

s/ "John Florek"
John Florek, M.Sc., P.Geol
President, CEO and Director
Emperor Metals Inc.

The Canadian Securities Exchange has not approved nor disapproved the content of this press release.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made and information contained herein may constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation. These statements and information are based on facts currently available to Emperor and there is no assurance that the actual results will meet management's expectations. Forward-looking statements and information may be identified by such terms as "anticipates," "believes," "targets," "estimates," "plans," "expects," "may," "will," "could" or "would."

Forward-looking statements in this press release but are not limited to, statements with respect to the expectations of management regarding the Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, and no objection from the CSE in respect of the Offering. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Risks that could change or prevent these statements from coming to fruition include the CSE objecting to the Offering; the proceeds of the Offering may not be used as stated in this news release; Emperor may be unable to satisfy all of the conditions to the closing required by the CSE. Emperor does not undertake to update any forward-looking statements or information except as may be required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/248866