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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02(b) Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of General Thomas A. Bussiere
(ret.) to the Board of Directors
On August 13, 2026, the Board of Directors (the
“Board”) of Evolution Metals & Technologies Corp. (the “Company” or “EM&T”) appointed General
Thomas A. Bussiere (ret.), former Commander of U.S. Strategic Command, to serve as an independent member of the Board, effective immediately.
General Bussiere was also appointed by the EM&T Board to serve as a member of the Audit Committee, Compensation Committee, and Nominating
and Corporate Governance Committee of the Board. General Bussiere was appointed as a Class I Director.
General Bussiere brings to the Board more than
40 years of distinguished executive and military leadership experience directing complex global operations, managing enterprise risk,
leading large-scale organizations, and executing high-stakes strategic initiatives. Most recently, General Bussiere served as a four-star
General in the United States Air Force and as Commander of Air Force Global Strike Command from 2022 to 2025, where he led an organization
of more than 33,000 personnel responsible for the defense infrastructure, strategic operations, critical asset oversight, and modernizing
multi-billion-dollar technological and enterprise systems across United States strategic forces.
Prior to leading Air Force Global Strike Command,
General Bussiere served as Deputy Commander of U.S. Strategic Command from 2020 to 2022, where he co-directed the operational infrastructure
and strategic joint-force command of a global enterprise responsible for some of the United States’ most critical strategic missions.
Throughout his 40-year career, General Bussiere held numerous senior command and leadership positions involving multinational operations,
advanced technology programs, strategic planning, safety and compliance, organizational transformation, and coordination across government
agencies and international partners.
General Bussiere is also a command pilot with
more than 3,400 flight hours across multiple advanced aircraft, including the F-22 Raptor, the F-15 Eagle, the B-1B Lancer and the B-2A
Spirit. He holds a Bachelor of Science in Business Management from Norwich University and multiple graduate degrees, including a Master
of Strategic Studies from the U.S. Army War College. His full biography is contained on the U.S. Air Force website: https://www.af.mil/About-Us/Biographies/Display/Article/108798/thomas-a-bussiere/
The Board believes that General Bussiere’s
extensive experience in enterprise leadership, strategic execution, risk management, operational excellence, technology modernization,
and leading complex organizations in mission-critical environments will provide significant additional perspective and expertise to the
Board as the Company continues to execute its strategic growth initiatives.
No arrangements or understandings exist between
General Bussiere and any other persons pursuant to which the Board selected General Bussiere as a director.
General Bussiere maintains no family relationships
with any director, nominee for director, or executive officer of the Company. Furthermore, General Bussiere has no direct or indirect
material interest in any transaction or currently proposed transaction that would require disclosure pursuant to Item 404(a) of Regulation
S-K.
General Bussiere will be eligible to receive compensation
for his service on the Board and its committees in accordance with the Company’s existing non-employee director compensation program,
as in effect from time to time.
Board Committee Updates; Resignation
Effective August 12, 2026, the Board appointed
Saul Locker to serve as Chairman of the Audit Committee.
Effective August 11, 2026, Thomas Stoddard resigned
from the Board and, in connection with his resignation, ceased serving as Chairman of the Audit Committee and as a member of the Compensation
Committee and Nominating and Corporate Governance Committee.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On August 13, 2026, the Company issued a press
release announcing the appointment of General Thomas A. Bussiere (ret.) to the Board. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific
reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the federal securities laws, including within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or
the future financial or operating performance of EM&T and may include, without limitation, statements regarding EM&T’s strategy,
business plans, growth opportunities, projected financial information, expected production capacities, anticipated market demand, regulatory
developments, and other future events or conditions. In some cases, you can identify forward-looking statements by terminology such as
“may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,”
“believe,” “predict,” “potential,” “plan,” “project,” “target,”
“forecast,” or the negatives of these terms or variations of them or similar terminology. These forward-looking statements
are based on management’s current expectations and assumptions and are subject to risks, uncertainties, and other factors that could
cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties
include, but are not limited to, EM&T’s ability to execute its business plan, obtain financing, construct and scale facilities,
secure feedstock and offtake agreements, obtain necessary permits and regulatory approvals, manage supply chain disruptions, respond to
competitive pressures, address geopolitical and macroeconomic risks, and other risks described in EM&T’s filings with the U.S.
Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. EM&T
undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or
otherwise, except as required by law.