Manganese X closes $2M financing, to hold AGM Nov. 12

Sep 3, 2020

2020-09-03 17:45 ET – News Release

Mr. Martin Kepman reports

MANGANESE X ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND ANNUAL GENERAL MEETING

Manganese X Energy Corp. has closed its previously announced non-brokered private placement for gross proceeds of approximately $2-million through the issuance of 24,999,145 units of the company at eight cents per unit. Each unit comprises 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 issued warrants are subject to a warrant indenture made as of Sept. 1, 2020, between the company and the capital transfer agency, which can be found on the company’s SEDAR profile.

The net proceeds of the offering will be used by the company for metallurgy and drilling at the company’s Woodstock Battery Hill manganese project, costs associated with the planned spinout of the company’s Lac Aux Bouleaux graphite property, marketing and investor relations, and general working capital. In connection with the private placement, the company paid finders’ fees of an aggregate of $18,240 and issued compensation warrants for 148,000 common shares at 15 cents per share for three years from closing. All securities issued pursuant to the financing are subject to a four-month hold period.

The offering was conducted by the company using the accredited investor exemption of National Instrument 45-106, Prospectus and Registration Exemptions, and also other applicable exemptions available to the company.

The offering is subject to final approval from the TSX Venture Exchange.

Multilateral Instrument 61-101 disclosure

An insider of the company purchased 150,000 units in the offering and, as such, the issuance of the units to such insider is a related party transaction within the meaning of MI 61-101, Protection of Minority Security Holders in Special Transactions. However, the issuance is exempt from: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(a), as the fair market value of the units does not exceed 25 per cent of the company’s market capitalization; and (ii) from the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61-101, as the fair market value of the units does not exceed 25 per cent of the company’s market capitalization. A material change report was not filed by the company 21 days before the closing of the offering as the level of insider participation was not known at that time and the company moved to close the offering immediately upon satisfaction of all applicable closing conditions. In the view of the company, this was reasonable in the circumstances because the company wished to complete the offering as soon as possible.

Annual general meeting

A meeting of the company’s shareholders will be held on Nov. 12, 2020. This portion of the news release is being issued at the request of the TSX Venture Exchange as the company is in default of exchange Policy 3.2, Section 4.1, with respect to holding the annual general meeting of shareholders within 15 months from the company’s last meeting. The exchange has required the company to hold an AGM by no later than Dec. 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.

https://www.manganesexenergycorp.com/

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