Electric Metals completes continuance into Delaware
2025-12-30 19:26 ET – News Release
Mr. Brian Savage reports
ELECTRIC METALS (USA) LIMITED ANNOUNCES CONTINUANCE TO THE STATE OF DELAWARE
Electric Metals (USA) Ltd. has completed its previously announced continuance from a corporation governed by the Business Corporations Act (British Columbia) into a corporation governed by the Delaware General Corporation Law, with its registered office in Wilmington, Del.
As a result of the continuance, Electric Metals is a Delaware-domiciled U.S. corporation. The company’s principal assets are located in the United States, including its flagship North Star manganese project in Minnesota.
The company adopted a new certificate of incorporation and bylaws as part of the continuance, which replaced the prior articles and bylaws of the company. The continuance and the new certificate of incorporation and bylaws of the company were each approved by shareholders at the company’s annual and special meeting held on Sept. 4, 2025. Copies of the certificate of domestication, certificate of incorporation and bylaws of the company will be available on SEDAR+ under the company’s issuer profile. The continuance follows the company’s earlier continuance from the Canada Business Corporations Act to the Business Corporations Act (British Columbia) as previously disclosed.
The company has received conditional acceptance of the continuance from the TSX Venture Exchange. Final acceptance remains subject to the satisfaction of customary filing requirements with the TSX-V.
The continuance does not affect the company’s day-to-day operations, business strategy or asset base. In connection with the continuance, the company’s authorized share capital has been changed from an unlimited number of no par value common shares to a fixed maximum of one billion common shares with a par value of 0.01 cent per share. There was no change to the outstanding shares. The company expects the trading of its common shares on the TSX-V to continue without interruption.
Following the continuance, the company is governed by the Delaware General Corporation Law and other applicable U.S. and Delaware laws, rather than the Business Corporations Act (British Columbia) and other B.C. laws. As a result, the rights and remedies available to the company’s shareholders under corporate and other applicable law are those provided under Delaware and other applicable U.S. laws, which may differ from the rights and remedies that were available under B.C. law. The continuance, and the related change to the company’s authorized share capital described above, does not by itself change the economic rights attached to the company’s outstanding common shares.
The company’s common shares will also continue to be quoted on the OTCQB marketplace, and the company will update its issuer profile on OTC Markets to reflect the continuance and related corporate governance changes. The company is a domestic issuer. It remains a non-reporting issuer under the U.S. Securities Exchange Act of 1934. The continuance does not result in any change to the company’s business, operations or reporting status.
Brian Savage, chief executive officer of Electric Metals, commented: “With this continuance, Electric Metals is now a 100 per cent U.S. corporation with U.S.-based assets, incorporated in the state of Delaware. This structure better reflects where we operate, where our assets are located and where we intend to grow. We believe this alignment strengthens our positioning with U.S. strategic partners, customers and government stakeholders as we advance a fully domestic U.S. manganese supply chain.”
The company believes that being domiciled in Delaware enhances corporate flexibility, aligns Electric Metals with U.S. capital market participants and strategic partners, and supports its long-term objective of advancing domestic U.S. production of high-purity manganese products.
About Electric Metals (USA) Ltd.
Electric Metals is a United States-based critical mineral and advanced material company developing the North Star manganese project to support the electrification of everything. The company’s principal asset is the Emily manganese deposit in Minnesota, the highest-grade manganese deposit in North America. The North Star manganese project is a 100 per cent U.S. domestic project, comprising a manganese mine in Emily, Minn., and a high-purity manganese sulphate monohydrate chemical plant in the U.S. It has been the subject of extensive technical work, including a preliminary economic assessment prepared in accordance with National Instrument 43-101 (Standards of Disclosure for Mineral Projects).
Electric Metals’ mission is to establish a fully domestic U.S. supply of high-purity manganese chemical and metal products for the North American electric vehicle and energy storage battery, defence, technology, and industrial markets. With manganese playing an increasingly important role in lithium-ion-battery formulations and with no current domestic production in North America, the development of the North Star manganese project represents a strategic opportunity for the United States, the State of Minnesota and the company’s shareholders.
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