Manganese X arranges $1-million private placement

Jul 31, 2020

2020-07-31 11:29 ET – News Release

Mr. Martin Kepman reports


Manganese X Energy Corp. intends to complete a non-brokered private placement offering to raise up to $1-million through the issuance of up to 10 million units at a price of 10 cents per unit. The minimum offering size is $750,000, being 7.5 million units.

Each unit of the offering will comprise one common share in the capital of the company and one common share purchase warrant being exercisable into one common share at a price of 15 cents per share for a period of three years from closing.

The units will be offered for sale to existing shareholders of the company, subject to certain restrictions referenced herein. Investors may also participate without such limitations if they qualify as an accredited investor under applicable securities laws or satisfy other available exemptions. Each purchaser will be required to complete a subscription agreement, which confirms, among other things, the availability of an exemption from the prospectus requirements of applicable securities laws in respect of the sale of units to such purchaser.

Existing shareholder exemption

Subject to applicable securities laws, the private placement will be open, for a limited time ending on Aug. 31, 2020, to all existing shareholders who held the company’s common shares on July 23, 2020, including pursuant to the existing shareholder exemption available under the securities laws of most jurisdictions in Canada. Under the existing shareholder exemption, investors will generally be limited to an investment of no more than $15,000, unless the investor has obtained advice from a registered investment dealer regarding the suitability of the investment.

If the offering is oversubscribed and cannot be increased, subscriptions will be accepted on a first-come-first-served basis. Any person who becomes a shareholder of the company after the record date is not permitted to participate in the offering using the existing shareholder exemption, but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their professional advisers when completing their subscription form to ensure that they use the correct exemption. Subscription forms can be obtained by contacting the company’s website, or on the company’s Twitter or Facebook account. There are no undisclosed material facts or material changes related to the company. The intended use of proceeds of the offering are described herein. The intended uses of proceeds and/or the company’s working capital needs may vary based upon a number of factors. The estimated allocation of proceeds assuming the maximum offering is as follows:

  • General working capital: $200,000;
  • Exploration and drilling at the company’s Woodstock Battery Hill manganese project: $800,000;
  • Total: $1-million.

The company intends to commence a diamond drill program, focusing on the (Battery Hill) Moody Hill sector as recommended this fall, as well as an environmental baseline study as the project advances during 2020 and 2021. As announced on June 23, 2020, phase 2 metallurgical bulk testing with Kemetco Research Inc. is under way and the results are encouraging as the company continues to advance the development of a workable extraction process and flow sheet. Upon successful completion of the programs recommended in the National Instrument 43-101 technical report, work will be initiated toward the completion of a preliminary economic assessment.

The estimated allocation of proceeds assuming the minimum offering is as follows:

  • Exploration and drilling at the Woodstock Battery Hill manganese project: $750,000;
  • Total: $750,000.

Under the minimum offering, the company would conduct a similar work program as described under the maximum offering with an overall budget reduction of $50,000.

All securities issued pursuant to the offering will be subject to a statutory hold period expiring four months and one day after closing of the offering. Completion of the offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX Venture Exchange.

The offering is expected to close on or about Aug. 31, 2020.

About Manganese X Energy Corp.

The company’s mission is to acquire and advance high-potential manganese mining prospects located in North America with the intent of supplying value-added materials to the lithium-ion battery and other alternative energy industries. In addition, Manganese X Energy is striving to achieve new methodologies emanating from technologies for environmentally, geographically, ethical and friendly green/zero emissions, while processing manganese at a lower competitive cost.

We seek Safe Harbor.

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