EMP METALS ANNOUNCES 2024 AGM RESULTS

APPROVAL OF TEMBO AS A CONTROL PERSON

VANCOUVER, BC, Dec. 5, 2024 /CNW/ - EMP Metals Corp. (CSE: EMPS) (OTCQB: EMPPF) ("EMP Metals" or the "Company") is pleased to announce that the shareholders of the Company (the "Shareholders") approved all proposed resolutions at the annual general meeting of the Shareholders held on December 4, 2024, including (i) the authorization and approval of Tembo Capital Holdings UK Ltd ("Tembo") and its affiliates as new "Control Persons" (as defined in policies of the Canadian Securities Exchange) of the Company by disinterested Shareholders (the "Disinterested Shareholder Approval"), (ii) the re-appointment of the existing directors of the Company, being Karl Kottmeier, Robin Gamley, Gregory Bronson and Craig Foggo, and the appointment of Bryden Wright as a new director of the Company, and (iii) the appointment of Baker Tilly WM LLP as the auditors of the Company.

Bryden Wright is the President of ROK Resources Inc. ("ROK"), and previously served as the Chief Operating Officer and Vice-President, Engineering, of ROK and the Vice-President, Engineering, of Villanova 4 Oil Corp. Mr. Wright has over 12 years of experience in Williston Basin oil exploration and production, specifically South-Eastern Saskatchewan conventional and unconventional oil plays. Mr. Wright holds a BSc in Petroleum Systems Engineering and is a registered Professional Engineer with the Association of Professional Engineers and Geoscientists of Saskatchewan.

Approval of Tembo as a Control Person

As described above, Tembo and its affiliates were approved to become "Control Persons" of the Company pursuant to the Disinterested Shareholder Approval.

Immediately prior to the Disinterested Shareholder Approval, Tembo and its affiliates beneficially owned, directly or indirectly, 22,585,680 Common Shares and 14,389,250 Common Share purchase warrants ("Warrants"), which represented approximately 19.66% of the issued and outstanding Common Shares on a non-diluted basis and approximately 19.99% of the issued and outstanding Common Shares on a partially diluted basis. Pursuant to the terms of the Warrants, if shareholder approval of the Company has been granted permitting Tembo and its affiliates to become a "Control Block Holder" or "Control Person" of the Company, Tembo and its affiliates would own or control 28.61% of the issued and outstanding Common Shares on a partially diluted basis assuming exercise of the 14,389,250 Warrants.

Immediately following the Disinterested Shareholder Approval, Tembo and its affiliates continue to beneficially own, directly or indirectly, 22,585,680 Common Shares and 14,389,250 Warrants, representing approximately 19.66% of the issued and outstanding Common Shares on a non-diluted basis and approximately 28.61% of the issued and outstanding Common Shares on a partially diluted basis, which assumes the exercise of the 14,389,250 Warrants.

The securities of the Company held by Tembo and its affiliates are held for investment purposes. Tembo and its affiliates 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 Disinterested Shareholder Approval may be requested from Tembo by mail at Fourth Floor, Plaza House, Admiral Park, St Peter Port, Guernsey GY1 2AL and will be available under the Company's SEDAR+ profile at www.sedarplus.ca.

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

About EMP Metals

EMP Metals is a Canadian-based lithium exploration and development company focused on large-scale resources using direct lithium extraction (DLE).  EMP Metals currently holds 196,000 net (79,300 hectares) acres of Subsurface Dispositions and strategic wellbores in Southern Saskatchewan.  For more information, please go to the Company's website at www.empmetals.com

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.

For more information, please contact: Rob Gamley, President, [email protected], Phone: [phone]; Paul Schubach, COO, [email protected], Phone: [phone]