Electric Metals (USA) Limited ("EML") Announces First Closing of Non-Brokered Financing

• Issued 10,744,680 Units at a price of $0.235 per Unit for gross proceeds of $2,525,000.
• EML insiders participated along with US-based Quail Bend LLC ("Quail Bend").
• New funding will allow EML to expedite exploration drilling, metallurgical and battery test work and to initiate process design and preliminary mine studies at the high-grade Emily Manganese Project, Minnesota, U.S.

Toronto, Ontario--(Newsfile Corp. - June 19, 2023) - Electric Metals (USA) Limited (TSXV: EML) ("EML" or the "Company"), is pleased to announce it has closed the first tranche of its previously announced non-brokered financing (the "Offering"). Please see the Company's press release dated May 16, 2023. Pursuant to the first tranche closing, the Company issued a total of 10,744,680 units (the "Units") at a price of $0.235 per Unit for gross proceeds of $2,525,000 on this first tranche closing. Each Unit consisted of one common share in the capital of the Company (each, a "Common Share") and one share purchase warrant (each, a "Warrant") with each Warrant exercisable to acquire one additional Common Share at an exercise price of $0.35 for a period of 24 months from the date of issuance of the Warrant.

The first tranche closing was completed in connection with a binding letter of intent between the Company and Quail Bend LLC ("Quail Bend") dated May 12, 2023 (the "LOI") pursuant to which Quail Bend, or an affiliate thereof, agreed to participate in the Offering to acquire up to 21,276,596 Units or up to an approximate 16.7% ownership interest in the Company (on a non-diluted basis) (the "Strategic Investment"). The first tranche closing of the Offering comprised of a subscription of 5,319,149 Units pursuant to the Strategic Investment and the subscription of 5,319,150 Units by certain insiders of the Company. Please see the press release of the Company dated May 16, 2023 for more information.

The LOI provides that a second closing ("Second Closing") shall be completed in one or more tranches on or prior to September 30, 2023 with any tranche otherwise causing Quail Bend to become a "Control Person" to be completed within five (5) Business Days after receipt of shareholder approval permitting Quail Bend to become a "Control Person". The Second Closing shall be for (i) Equity Units priced at the greater of (a) C$0.235 (with the exercise price of the Warrant being C$0.35 per share), or (b) the lowest sale price and exercise price, respectively, permitted by the TSXV or any applicable regulatory authority; and (ii) for a number of Equity Units not exceeding 15,957,447 (following completion of the first tranche closing). There can be no assurances that a Second Closing will occur, either on the terms outlined above or at all.

A minimum of 80.0% of the funds raised from proceeds of the Offering from Quail Bend will be used on further exploration and development of the Company's Emily Manganese Project in Minnesota, USA including continued drilling, battery test work and process design and preliminary mine studies.

The summary of the LOI in this press release is qualified in its entirety by the full text of the LOI which can be accessed on www.SEDAR.com under the Company's profile. Please refer to the LOI for more information in respect of the Offering.

The securities issued in connection with the first tranche of the Offering are subject to a hold period of four months and a day in Canada from the closing date of the Offering in accordance with the rules and policies of the TSX Venture Exchange (the "TSXV") and applicable Canadian securities laws and/or such other further restrictions as may apply under foreign securities laws. The first tranche closing and the Offering in general is subject to the approval of the TSXV.

Certain subscribers under the first tranche closing of the Offering were insiders of the Company. The issuance of Units to insiders of the Company pursuant to the First Tranche is considered a related party transaction within the meaning of TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). For the first tranche closing, the Company is relying on the exemption from the formal valuation requirements contained in Section 5.5(a) of MI 61-101 and the exemption from the minority shareholder requirements contained in 5.7(1)(a) of MI 61-101, as neither the fair market value of any securities issued to, or the consideration paid by, such insiders exceed 25% of the Company's market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Early Warning

Pursuant to the Strategic Investment, Green Mineral Investors LLC ("GMI") of 336 Loring Ave, Los Angeles, CA 90024, acquired ownership and control of 5,319,149 Units of the Company (Suite 800, 365 Bay Street, Toronto, Ontario M5H 2V1) in the first tranche closing of the Offering on June 16, 2023. The Common Shares partially comprising the Units purchased by GMI represent approximately 4.78% of the issued and outstanding Common Shares on a non-diluted basis. The aggregate purchase price of GMI's Units in the first tranche closing of the Offering was $1,250,000. The acquisition of the Units did not take place across the facilities of any market. Immediately prior to the purchase of the Units, Steve Durbin, sole manager of GMI, held 2,311,000 Common Shares representing approximately 2.30% of the then-issued and outstanding Common Shares on a non-diluted basis prior to the first tranche closing and no Common Share purchase warrants or other securities of the Company prior to the first tranche closing, and GMI held no securities of the Company prior to the first tranche closing. As a result of the acquisition of the Units, GMI currently holds the following securities of the Company: 5,319,149 Common Shares (4.78% of the issued and outstanding Common Shares on a non-diluted basis) and 5,319,149 Warrants (16.64% of the issued and outstanding Common Share purchase warrants of the Company). Collectively, Mr. Durbin has beneficial ownership of, control or direction over, whether direct or indirect, on a post-conversion basis, assuming all of the Warrants held by GMI were exercised for Common Shares (and no other convertible securities of the Company were exercised), approximately 11.11% of the issued and outstanding Common Shares on a partially diluted basis.

GMI holds the Common Shares for investment purposes. GMI may, from time to time, take such actions in respect of his holdings in securities of the Company as it may deem appropriate in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of the Company, including the acquisition of additional securities of the Company pursuant to additional purchases under the Strategic Investment, or the disposition of all or a portion of its security holdings in the Company, subject in each case to applicable securities laws and the terms of such securities. Please refer to the LOI, a copy of which is available under the Company's profile on SEDAR at www.sedar.com for more information in respect of the Offering and the Strategic Investment.

Gary Lewis ("Lewis"), an officer and director of the Company, of 18 Ebsworth Road, Rose Bay NSW 2029 Australia, acquired ownership and control of 200,000 Units of the Company (Suite 800, 365 Bay Street, Toronto, Ontario M5H 2V1) in the first tranche closing of the Offering on June 16, 2023. The Common Shares partially comprising the Units purchased by Mr. Lewis represent approximately 0.18% of the issued and outstanding Common Shares on a non-diluted basis. The aggregate purchase price of Mr. Lewis' Units in the first tranche closing of the Offering was $47,000. The acquisition of the Units did not take place across the facilities of any market. Immediately prior to the purchase of the Units, Mr. Lewis held 16,050,000 Common Shares representing approximately 15.98% of the then-issued and outstanding Common Shares and 250,000 Common Share purchase warrants of the Company. As a result of the acquisition of the Units, Mr. Lewis currently holds the following securities of the Company: 16,250,000 Common Shares (14.61% of the issued and outstanding Common Shares on a non-diluted basis) and 450,000 Common Share purchase warrants (1.41% of the issued and outstanding Common Share purchase warrants of the Company). If all of the Common Share purchase warrants held by Mr. Lewis were exercised for Common Shares (and no other convertible securities of the Company were exercised), Mr. Lewis would hold approximately 14.96% of the issued and outstanding Common Shares on a partially diluted basis.

Mr. Lewis holds the Common Shares for investment purposes. Mr. Lewis may, from time to time, take such actions in respect of his holdings in securities of the Company as he may deem appropriate in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of the Company or the disposition of all or a portion of its security holdings in the Company, subject in each case to applicable securities laws and the terms of such securities.

Oliver Lennox-King ("Lennox-King"), a director of the Company, of 43 Benlamond Ave., Toronto ON M4E 1Y8, acquired ownership and control of 4,255,320 Units of the Company (Suite 800, 365 Bay Street, Toronto, Ontario M5H 2V1) in the first tranche closing of the Offering on June 16, 2023. The Common Shares partially comprising the Units purchase by Mr. Lennox-King represent approximately 3.89% of the issued and outstanding Common Shares on a non-diluted basis. The purchase price of Mr. Lennox-King's Units in the first tranche closing of the Offering was $1,000,000.20. The acquisition of the Units did not take place across the facilities of any market. Immediately prior to the purchase of the Units, Mr. Lennox-King held 3,030,000 Common Shares representing approximately 3.02% of the then-issued and outstanding Common Shares and 3,030,000 Common Share purchase warrants of the Company. As a result of the acquisition of the Units, Mr. Lennox-King currently holds the following securities of the Company: 7,285,320 Common Shares (6.55% of the issued and outstanding Common Shares on a non-diluted basis), 7,285,320 Common Share purchase warrants (22.80% of the issued and outstanding Common Share purchase warrants of the Company) and 1,500,000 stock options (14.62% of the issued and outstanding stock options of the Company). If all of the Common Share purchase warrants and stock options held by Mr. Lennox-King were exercised for Common Shares (and no other convertible securities of the Company were exercised), Mr. Lennox-King would hold approximately 13.39% of the issued and outstanding Common Shares on a partially diluted basis.

Mr. Lennox-King holds the Common Shares for investment purposes. Mr. Lennox-King may, from time to time, take such actions in respect of his holdings in securities of the Company as he may deem appropriate in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of the Company or the disposition of all or a portion of its security holdings in the Company, subject in each case to applicable securities laws and the terms of such securities.

The disclosure in this news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report on www.SEDAR.com under the Company's profile. To obtain a copy of the early warning report filed by GMI, Mr. Lewis or Mr. Lennox-King, please contact GMI at (917) 622-5200, Mr. Lewis at (416) 350-3503 or Mr. Lennox-King at (416) 350-3503, or refer to www.SEDAR.com under the Company's profile.

About Electric Metals (USA) Limited

Electric Metals (USA) Limited (TSXV: EML) (OTCQB: EMUSF) is a U.S.-based mineral development company with manganese and silver projects geared to supporting the transition to clean energy. The Company's principal asset is the Emily Manganese Project in Minnesota, which has been the subject of considerable technical studies, including a National Instrument 43-101 Technical Report - Resource Estimate, with over US$26 million invested to date. The Company's mission in Minnesota is to become a domestic U.S. producer of high-purity, high-value manganese metal and chemical products for supply to U.S. energy, technology and industrial markets. With manganese playing a critical and prominent role in lithium-ion battery formulations, and with no current domestic supply or active mines for manganese in North America, the development of the Emily Manganese Project represents a significant opportunity for America, the State of Minnesota and for the Company's shareholders. In addition, the Company owns and operates the Corcoran Silver-Gold Project and the Belmont Silver Project in Nevada, with the former also having been the subject of a National Instrument 43-101 Technical Report - Resource Estimate.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further Information please contact:
Gary Lewis, CEO & Director: (647) 846 5299 - gl@electricmetals.com

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on EML's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this news release contains forward-looking information relating to, among other things, the completion of the Strategic Investment, the completion of the First Closing, the completion of the Second Closing, the completion of the Offering, the use of proceeds of the Offering, the operations of the Company, approval by the TSXV and any other regulatory bodies and shareholder approval. Those assumptions and factors are based on information currently available to EML. Although such statements are based on reasonable assumptions of EML's management, there can be no assurance that any conclusions or forecasts will prove to be accurate.

While EML considers these statements to be reasonable based on information currently available, they may prove to be incorrect. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include market risks and the demand for securities of the Company, risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined, risks relating to variations in grade or recovery rates, risks relating to changes in mineral prices and the worldwide demand for and supply of minerals, risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks, and regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks.

The forward-looking information contained in this news release is made as of the date hereof, and EML is not obligated, and does not undertake, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRES

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