MARKET WIRE NEWS

EMP METALS CLOSES CONVERTIBLE LOAN AGREEMENT WITH TEMBO

MWN-AI** Summary

EMP Metals Corp. (CSE: EMPS) has successfully finalized a convertible loan agreement with Tembo Capital Holdings Guernsey Limited, modifying an existing loan facility worth US $3 million. This agreement extends the loan's maturity date to June 30, 2027, providing additional flexibility for the company. Under the new terms, the loan, including interest, is convertible into common shares at a price of CDN $0.425 each. The loan will accrue interest at a rate of 13.5% per annum while it remains outstanding.

In conjunction with the convertible loan, EMP Metals has agreed to pay Tembo a US $150,000 arrangement fee, settled through the issuance of 485,294 common share purchase warrants. These warrants allow Tembo to acquire shares at the same CDN $0.425 price until January 5, 2028. All securities issued under this agreement are subject to a four-month resale restriction.

Before the agreement, Tembo and its affiliate owned approximately 19.63% of EMP Metals’ outstanding shares. Following the agreement, their ownership in the company has been slightly increased to around 19.63% on a non-diluted basis and approximately 24.59% on a partially diluted basis, considering the potential conversion of the loan into shares.

EMP Metals is engaged in lithium exploration and development in Southern Saskatchewan, holding over 205,000 net acres of subsurface dispositions. The company emphasizes that the forward-looking statements made in this announcement are contingent on various factors that could affect future performance, including regulatory approvals and funding capabilities.

As the lithium market continues to grow, EMP Metals is positioned to leverage its resources for future expansion and development.

MWN-AI** Analysis

EMP Metals Corp.'s recent closure of a convertible loan agreement with Tembo Capital presents a pivotal moment for the company and its stakeholders. The agreement, valued at US $3 million, extends the loan's maturity to June 30, 2027, indicating a firm commitment from Tembo amid a potentially challenging funding environment. At an interest rate of 13.5% per annum on the outstanding balance, the financial ramifications necessitate scrutiny, particularly concerning the company's operational cash flow.

This arrangement allows Tembo to convert the loan into common shares at CDN $0.425 each. Such an option could lead to considerable dilution of existing shares if exercised, considering Tembo now holds approximately 24.59% of shares on a partially diluted basis. Investors should weigh the implications of this potential dilution against the company's strategic roadmap, especially as EMP Metals aims to exploit large-scale lithium resources via direct lithium extraction techniques.

The issuance of 485,294 arrangement fee warrants further complicates the equity landscape. With each warrant priced similarly to the conversion at CDN $0.425, the market will keenly observe Tembo's next steps. The fact that Tembo may acquire additional shares or execute existing warrants adds uncertainty for shareholders, particularly in a volatile lithium market where commodity prices can fluctuate based on broader economic conditions.

For investors considering entering EMP Metals, the current operational strategies and financial health warrant close examination. While the partnership with Tembo could facilitate growth and enhance liquidity, potential shareholders should also attend to the risks entailed by high-interest obligations and dilution. As always, diversification remains a key strategy in navigating such volatile sectors as lithium extraction. Keeping abreast of market conditions and EMP's strategic developments will be crucial for informed investment decisions.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Canada Newswire

Canada NewsWire

VANCOUVER, BC, Jan. 6, 2026 /CNW/ - EMP Metals Corp. (CSE: EMPS) (OTCQB: EMPPF) ("EMP Metals" or the "Company") is pleased to announce that it has closed its previously announced convertible loan agreement (the "Convertible Loan Agreement") with Tembo Capital Holdings Guernsey Limited ("Tembo") whereby EMP Metals and Tembo amended a previous loan facility of US $3,000,000 (the "Loan").

Under the terms of the Convertible Loan Agreement, the maturity date of the Loan was extended from December 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 (each a "Conversion Share") at a price of CDN $0.425 per Conversion Share. The Loan will bear interest at 13.5% 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 US $150,000 which was satisfied by the issuance of 485,294 common share purchase warrants of the Company (the "Arrangement Fee Warrants"), with each Arrangement Fee Warrant being exercisable to acquire one (1) common share of the Company at a price of CDN$0.425 per share until January 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 US $3,000,000, 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 UK Ltd, beneficially owned, directly or indirectly, 23,585,680 common shares of the Company ("Shares") and 2,298,000 Share purchase warrants of the Company ("Warrants"), which represented approximately 19.63% of the issued and outstanding Shares on a non-diluted basis and approximately 21.14% 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 UK Ltd, beneficially owns, directly or indirectly, 23,858,680 Shares, 2,783,294 Warrants and a convertible loan in the principal amount of US $3,000,000 (the "Loan"), representing approximately 19.63% of the issued and outstanding Shares on a non-diluted basis and approximately 24.59% 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 CDN $0.425 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, 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 at www.sedarplus.ca

The head office of Tembo is Fourth Floor, Plaza House, Admiral Park, St Peter Port, Guernsey GY1 2HU.

About EMP Metals

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.

Forward-Looking Statements

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. EMP Metals cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond EMP Metals' control. Such factors include, among other things: risks and uncertainties relating to EMP Metals' limited operating history, ability to obtain sufficient financing to carry out its exploration and development objectives on its mineral properties, obtaining the necessary permits to carry out its activities and the need to comply with environmental and governmental regulations. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, EMP Metals undertakes no obligation to publicly update or revise forward-looking information.

The Canadian Securities Exchange has neither approved nor disapproved the information contained herein and does not accept responsibility for the adequacy or accuracy of this news release.

SOURCE EMP Metals Corp.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/January2026/06/c0246.html

FAQ**

What strategic advantages does EMP Metals Corp. EMPS:CC anticipate from extending the maturity date of the convertible loan with Tembo Capital to June 30, 2027?

EMP Metals Corp. anticipates that extending the convertible loan's maturity date to June 30, 2027, will provide greater financial flexibility, reduce immediate repayment pressures, and enable them to focus on growth initiatives and strategic investments.

How does the interest rate of 13.5% on the convertible loan affect EMP Metals Corp. EMPS:CC's financial strategy and cash flow management?

The 13.5% interest rate on EMP Metals Corp.'s convertible loan pressures financial strategy by increasing borrowing costs, necessitating stricter cash flow management to ensure timely interest payments while balancing growth and operational funding needs.

What plans does EMP Metals Corp. EMPS:CC have for the funds received from the US $3,000,000 convertible loan agreement with Tembo, particularly regarding their lithium extraction projects?

EMP Metals Corp. plans to use the funds from the US $3,000,000 convertible loan agreement with Tembo to advance their lithium extraction projects, focusing on enhancing operations and increasing production capacity.

In light of Tembo's increased stake in EMP Metals Corp. EMPS:CC following the loan agreement, how might this influence the company's future decisions and potential capital raising efforts?

Tembo's increased stake in EMP Metals Corp. may instill greater confidence in the company's governance, potentially facilitating future capital raising efforts and influencing strategic decisions to align with Tembo's interests and financial stability.

**MWN-AI FAQ is based on asking OpenAI questions about EMP Metals Corp Com (OTC: EMPPF).

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