Alaska Energy Metals to Offer Special Warrants and Unit Shares for Up to $5 Million

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Highlights:

• Alaska Energy Metals announces a new offering of $0.17 special warrants and units with proceeds of up to CAD$5,000,000.
• Proceeds will be used primarily for continued drilling at the Canwell prospects and for step-out drilling at the Eureka nickel deposit at the Nikolai project in Alaska.

VANCOUVER, British Columbia, Aug. 9, 2024 (GLOBE NEWSWIRE) — Alaska Energy Metals Corporation (TSX-V: AEMC, OTCQB: AKEMF) (“AEMC” or “Alaska Energy Metals” or the “Company”) is pleased to announce that it is conducting a non-brokered offering of up to $5 million in a combination of special warrants (the “Special warrants) and/or units (the “Units”), to be issued at a price of $0.17 per special warrant or unit, if applicable (the “To offer”). The Company previously intended to make the offering at a price of $0.15 per special warrant or unit, but was unable to obtain a TSX Venture Exchange listing (the “TSXV”) approval to complete an offer at that price.

Each Special Warrant will automatically convert into one Unit of the Company, as described below. Each Unit will consist of one ordinary share of the Company (a “Part”) and one warrant to purchase common shares (a “bail”). Each Warrant entitles the holder thereof to acquire one Share at a price of $0.225 per Share during a period of three years from the date of issuance.

Each Special Warrant will automatically convert into Units, without additional compensation, on the date which is the earlier of (i) the date three business days following the date on which the Company files a prospectus supplement to a short-term base prospectus with the applicable securities regulatory authorities qualifying the distribution of the Units underlying the Special Warrants (the “Prospectus supplement”), and (ii) the date falling four months and one day after the closing of the Offer.

The Company will use commercially reasonable efforts to file the Prospectus Supplement within 60 days after the closing of the Offering (excluding the closing date), provided that there is no assurance that a Prospectus Supplement will be filed with the securities commissions prior to the expiration of the statutory four-month retention period.

The Company will pay cash finder’s fees of 7% of gross proceeds to certain finders. As additional compensation, the Company will issue that number of non-transferable broker warrants (each a “Broker Warrant”), which is equal to 7% of the issued Special Warrants or Units. Each Broker Warrant is exercisable for one Share at the strike price of $0.225 for a period of three years.

The Company expects to close the offering before August 31, 2024 (the “Closing date”) and the completion of the Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV.

Prior to the filing of the Prospectus Supplement and the automatic conversion of the Special Warrants, the securities issued under the Offering will be subject to a four-month hold period from the Closing Date, in addition to any other restrictions under applicable law. Any Units issued immediately upon the closing of the Offering will be subject to a four-month hold period, in accordance with applicable securities laws.

The net proceeds from the offering will be used for drilling of the Canwell prospect and Eureka deposits at the Nikolai nickel project in Alaska, metallurgical studies, non-flow costs associated with the Company’s Angliers-Belleterre nickel project in Quebec, working capital and marketing purposes.

It is expected that insiders of the Company may participate in the Offering, and any such Special Warrants and/or Units issued to insiders may be subject to a four-month waiting period in accordance with the applicable TSXV policy. The issuance of Special Warrants and/or Units to insiders will be considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of minority shareholders in special transactions (“MI61-101“). The Company relies on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) with respect to such insider participation, as the fair market value of the transaction, to the extent it concerns stakeholders, does not exceed 25% of the Company’s market capitalization.

For more information, visit: https://alaskaenergymetals.com/

About Alaska Energy Metals
Alaska Energy Metals Corporation is an Alaskan company with offices in Anchorage and Vancouver. The company works to sustainably supply essential materials needed for national security and a bright energy future, while generating superior returns for shareholders.
AEMC is focused on delineating and developing the large-scale, bulk-tonnage, polymetallic Eureka deposit containing nickel, copper, cobalt, chromium, iron, platinum, palladium and gold. The flagship project, Nikolai, is located in Interior Alaska, close to existing transportation and energy infrastructure, and is well positioned to become a significant domestic source of strategic energy-related metals for North America. AEMC also has a secondary project, Angliers-Belleterre, in western Quebec. Today, sourcing materials requires excellence in environmental performance, carbon reduction and the responsible stewardship of human and financial capital. AEMC works every day to earn and maintain the public’s respect and trust and believes that ESG performance is measured by action and led from the top down.

ON BEHALF OF THE BOARD
“Gregory Beischer”
Gregory Beischer, Chairman and CEO

FOR MORE INFORMATION PLEASE CONTACT:
Sarah Mawji, Public Relations
Venture strategies
Email address: [email protected]

Forward-looking statements
Certain statements in this press release may contain forward-looking information (within the meaning of Canadian securities laws), including, but not limited to, the closing of the offering, receipt of approval for the offering, including the approval of the TSXV, statements regarding the filing of the Prospectus Supplement, use of proceeds, drilling of exploratory drill holes at the Canwell prospects and Eureka deposit, and the conduct of metallurgical studies. These statements relate to future events and circumstances and, as such, involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Forward-looking statements speak only as of the date on which such statements are made. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include regulatory actions, market prices and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that such statements are not guarantees of future performance and that actual results or developments could differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable law, the Company undertakes no obligation to update or publicly release the results of any revision to any forward-looking statement contained herein or incorporated by reference to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If the Company updates any forward-looking statement(s), no inference should be drawn that it will make additional updates with respect to that or other forward-looking statements.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, in the United States or to any “U.S. Person” (as that term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Act of 1933(“)) of any equity or other securities of the Company. The securities of the Company have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the 1933 Act and applicable state securities laws or an applicable exemption therefrom.

Neither 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 press release.