Manganese X Energy Corp. Announces $2.1 Million Private Placement Including $2 Million Investment by Eric Sprott // THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE OR DISSEMINATION IN THE UNITED STATES //
Manganese X Energy Corp. Announces $2.1 Million Private Placement
Including $2 Million Investment by Eric Sprott
// THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE OR DISSEMINATION IN THE UNITED STATES //
Montréal, Québec, Canada, January 2, 2025 – Manganese X Energy Corp. (TSXV: MN; FSE:
9SC) (“Manganese X” or the “Company”) announces that it intends to complete a non -
brokered private placement offering of up to 60,000,000 subscription receipts (the “Subscription
Receipts”) at a price of $0.035 per Subscription Receipt to raise gross proceeds of up to
$2,100,000 (the “Offering”).
Manganese X is pleased to report that Mr. Eric Sprott has agreed to subscribe for 57,142,857 of
the Subscription Receipts for an investment of $2,000,000. As a result, Mr. Sprott will become a
new Control Person (as such term is defined in the policies of the TSX Venture Exchange (the
"TSXV")) of the Company, subject to the approval of the disinterested shareholders of the
Company in respect of the creation of a new Control Person and the acceptance of the TSXV (the
“Approvals”).
Proceeds from the Subscription Receipts will be placed in escrow on the closing of the Offering
and will be r eleased to Manganese X upon receipt of all Approvals. The proceeds of the
Offering will be used primarily to fund Manganese X’s continuing programs to advance its Battery
Hill project in New Brunswick towards development, including the upcoming pre-feasibility study.
A portion of the proceeds will also be used for general working capital purposes. As the Company
is relying on the Minimum Price Exception permitted by the TSXV, which allows for the issuance
of subscription receipts at less than $0.05 per subscription receipt, the Company confirms that
none of the proceeds will be used for payments to non-arm’s length parties of the Company nor
to persons conducting investor relations activities.
In addition, subject to and upon receipt of all Approvals, each Subscription Receipt will
automatically convert into a unit of the Company (“ Unit”) for no additional consideration. Each
Unit shall consist of one (1) common share of the Company (“ Share”) and one-half (1/2) of one
(1) Share purchase warrant, whereby each whole Share purchase warrant shall entitle the holder
to acquire an additional Share (“Warrant Share”) at an exercise price of $0.06 per Warrant Share
for a period of 36 months from the date of closing of the Offering.
The securities to be issued in connection with the Offering will be subject to a statutory four-month
hold period in accordance with applicable securities legislation and a concurrent Exchange Hold
Period (as such term is defined in the policies of the TSXV).
In the event that the Approvals are not obtained by March 31, 2025, each Subscription Receipt
will be cancelled, and the subscription funds will be returned to the subscriber s. Completion of
the transactions contemplated by the Offering remains subject to certain conditions including, but
not limited to, the receipt of the approval of the disinterested shareholders of the Company and
the acceptance by the TSXV.
Meeting of Shareholders
Approval for the creation of a new Control Person pursuant to the Offering will be sought at a
meeting of the shareholders of the Company (the " Meeting") to be scheduled by the Company.
It is anticipated that the Meeting will be held in late-February 2025 or early-March 2025.
Under the policies of the TSXV, a "Control Person" is defined as any person that holds or is one
of a combination of persons that holds a sufficient number of any of the securities of an issuer so
as to affect materially the control of that issuer, or that holds more than 20% of the outstanding
voting shares of an issuer except where there is evidence showing that the holder of those
securities does not materially affect the control of the issuer. Pursuant to the policies of the TSXV,
if a transaction will result in the creation of a new Control Person, the TSXV will require the
Company obtain shareholder approval of the transaction on a disinterested basis (excluding any
shares held by the proposed new Control Person and associates and affiliates thereof).
As Mr. Sprott intends to subscribe for 57,142,857 of the Subscription Receipts for an aggregate
purchase price of $2,000,000, Mr. Sprott would become a Control Person of the Company.
Disinterested s hareholders of the Company will be asked at the Meeting to consider and, if
thought fit, to pass a resolution (the “Control Person Resolution”) approving the creation of Mr.
Sprott as a new Control Person.
Additional information regarding the Offering and the Control Person Resolution will be provided
in the information circular for the Meeting.
This news release is not an offer to sell or the solicitation of an offer to buy the securities in the
United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to qualification or registration under the securities laws of such jurisdiction. The securities being
offered have not been, nor will they be, registered under the United States Securities Act of 1933,
as amended, and such securities may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S.
registration requirements and applicable U.S. state securities laws.
About Manganese X Energy Corp.
Manganese X's mission is to advance its Battery Hill project into production, with the intent of
supplying value-added materials to the lithium-ion battery and other alternative energy industries.
The Company is also striving to achieve new carbon-friendly more efficient methodologies, while
processing manganese at a lower competitive cost. The Company’s strategic mission includes
that of being the first public actively traded manganese company in Canada and the US to
commercialize EV High Purity Manganese as well as potentially becoming a North American
supply chain supplier.
For more information visit the website at www.manganesexenergy.com.
On behalf of the Board of Directors of
MANGANESE X ENERGY CORP.
Martin Kepman
CEO and Director
Email: [email protected]
Tel: 1-514-802-1814
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 release.
Cautionary Note Regarding Forward-Looking Statements:
This news release contains certain "forward -looking information" and "forward -looking
statements" (collectively " forward-looking statements ") within the meaning of applicable
securities legislation. All statements, other than statements of historical fact, included herein,
without limitation, are forward-looking statements. Forward-looking statements are frequently, but
not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates",
"potential", "possible", and similar expressions, or statements that events, conditions, or results
"will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this news
release relate to, among other things, the expected size of the Offering, the ability of the Company
to satisfy all conditions to closing the Offering, and the expected use of proceeds of the Offering.
Actual future results may differ materially. There can be no assurance that such statements will
prove to be accurate, and actual results and future events could differ materially from those
anticipated in such statements. Forward -looking statements refle ct the beliefs, opinions and
projections on the date the statements are made and are based upon a number of assumptions
and estimates that, while considered reasonable by the Company, are inherently subject to
significant business, economic, competitive, political and social uncertainties and contingencies.
Many factors, both known and unknown, could cause actual results, performance or
achievements to be materially different from the results, performance or achievements that are or
may be expressed or impl ied by such forward -looking statements and the parties have made
assumptions and estimates based on or related to many of these factors. Such factors include,
without limitation, the ability of the Company to obtain the necessary consents for the Offering,
including the approval of the disinterested shareholders of the Company in respect of the creation
of a new Control Person and the acceptance of the TSXV, the ability of the Company to complete
the Offering on the terms expected or at all, the ability of the Company to complete exploration
work and the results thereof, continued availability of capital, and changes in general economic,
market and business conditions. Readers should not place undue reliance on the forward-looking
statements and information contained in this news release concerning these items. The Company
does not assume any obligation to update the forward -looking statements of beliefs, opinions,
projections, or other factors, should they change, except as required by applicable securities laws.