Manning Ventures closes acquisition of Wabush Iron Ore
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UNITED STATES
MANNING VENTURES CLOSES ACQUISITION OF WABUSH
IRON ORE
Vancouver, British Columbia, May 4, 2021 – Manning Ventures Inc. (the “ Company” or
“Manning”) (CSE: MANN; Frankfurt: 1H 5) is pleased to announce, fu rther to its news releases
dated January 18, 2021 and February 25, 2021, it has completed the acquisition (the
“Acquisition”) of all the issued and outstanding securities of Wabush Iron Ore Inc. (“ Wabush”)
pursuant to the terms of a share exchange agreement dated February 24, 2021 (the “ Definitive
Agreement”) between the Company, Wabush and the securityholders of Wabush (the “ Wabush
Securityholders”).
Pursuant to the terms of the Definitive Agreemen t and in consideration for the Acquisition, the
Company issued an aggregate of 11,150,001 common shares in the capital of the Company (the
“Payment Shares ”) pro rata to the Wabush Securityholders at a deemed price of $0.15 per
Payment Share.
In addition, all outsta nding unexercised warrants to acquire Wabush common shares pursuant to
outstanding Wabush warrants (the “ Wabush Warrants ”) were cancelled. In consideration for
such disposition, the holders of Wabush Warrants received the right (a “Replacement Warrant”)
to acquire one common share in the capital of the Company. The exer cise price under each
Replacement Warrant is equal to the exercise price under the particular Wabush Warrant that was
cancelled in consideration for such Replacement Warrant. The Company issued an aggregate of
5,750,000 Replacement Warrants.
In connection with the Transaction, the Comp any also issued 1,000,000 common shares with a
deemed price of $0.15 per share to Transcend Capital Inc. as a finder’s fee.
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None of the securities to be issued pursuant to the Acquisition have been or will be registered
under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state
securities laws, and any securities issued pursuant to the Acqui sition are anticipated to be issued
in reliance upon available exemptions from such registration requirements pursuant to Rule 506(b)
of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and applicable exemptions under
state securities laws. In addition, the securities issued under an exemption from the registration
requirements of the U.S. Securities Act will be “restricted securities” as defined under Rule
144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legend as required
under the U.S. Securities Act.
About Manning
Manning is a broad-based mineral exploration and development company with a focus in Canada.
Manning is currently earning towards a majority in terest in the Squid East Silver-Gold Property
located in the Yukon, and the Flint Lake Gold Project located in Ontario. Following the
Acquisition, Manning will also focus on two mine ral properties held by Wabush located in
Quebec, namely the Lac Simone Project, which to tals 2,400hectares, and the Hope Lake Project,
which totals 2,477 hectares.
For further information contact:
Manning Ventures Inc.
Alex Klenman - CEO
Email: [email protected]
Telephone: (604) 681-0084
www.manning-ventures.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the Canadian Secur ities Exchange) accepts responsibility for the
adequacy or accuracy of this news release.
FORWARD LOOKING STATEMENTS:
This news release includes certain statements that may be deemed “forward-looking statements”.
All statements in this news release, other than statements of historical facts, that address events or
developments that the Company expects to occu r, are forward-looking statements. Forward-
looking statements are statements that are not hi storical facts and are generally, but not always,
identified by the words “expects” , “plans”, “anticipates”, “belie ves”, “intends”, “estimates”,
“projects”, “potential” and similar expressions, or that events or conditions “will”, “would”,
“may”, “could” or “should” occur. Although the Company believes the expectations expressed
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
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forward-looking statements. Factors that could cause the actual resu lts to differ materially from
those in forward-looking statements include re gulatory actions, market prices, and continued
availability of capital and financing, and general economic, ma rket or business conditions.
Investors are cautioned that any such statements are not guarant ees of future performance and
actual results or developments may differ materia lly from those projected in the forward-looking
statements. Forward-looking statements are bas ed on the beliefs, estimates and opinions of the
Company's management on the date the statements are made. Except as required by applicable
securities laws, the Company undertakes no obligation to update these forward-looking statements
in the event that management's beliefs, estimates or opinions, or other factors, should change.