Manganese X Energy increases financing to $2-million

Aug 21, 2020

2020-08-20 15:51 ET – News Release

Mr. Martin Kepman reports

MANGANESE X ANNOUNCES UPDATE TO PRIVATE PLACEMENT FINANCING

Manganese X Energy Corp. has updated the terms of the proposed non-brokered private placement as originally announced on July 31, 2020, and amended on Aug. 12, 2020. The updated non-brokered private placement offering (the “Offering”) will raise up to $2,000,000 through the issuance of up to 25,000,000 units (each, a “Unit”) at a price of $0.08 per Unit. The maximum Offering size was increased by $500,000 after investors expressed greater interest in the Offering than was previously anticipated by the Company. The minimum Offering size is $1,000,000, being 12,500,000 Units.

Each Unit of the Offering will be comprised of one common share in the capital of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”) being exercisable into one Common Share at a price of $0.15 per share for a period of three (3) years from closing.

The Units will be offered for sale to existing shareholders of the Company, subject to certain restrictions referenced below. 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 August 31st 2020, to all existing shareholders who held the Company’s common shares on July 23, 2020 (the “Record Date”), 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 www.manganesexenergycorp.com or at the following link: https://bit.ly/3g755T0 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 below. 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

Marketing and investor relations: $200,000

Costs associated with the planned spin out of the Company’s Lac Aux Bouleaux Graphite Property: $100,000

Exploration, metallurgy and drilling at the Company’s Woodstock Battery Hill Manganese Project: $1,500,000

Total: $2,000,000

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 – 2021. As announced on June 23, 2020, Phase Two metallurgical bulk testing with Kemetco Research Inc (“Kemetco”) is underway 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 NI 43-101 Technical Report, work will be initiated towards the completion of a Preliminary Economic Assessment.

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

General working capital: $200,000

Exploration and Drilling at the Woodstock Battery Hill Manganese Project: $800,000

Total: $1,000,000

Under the minimum Offering, the Company would conduct a similar work program as described under the maximum Offering with an overall budget reduction of $200,000.

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 “Exchange”). None of the securities issued in the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

The Offering is expected to close on or about August 31, 2020.

About Manganese X Energy

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/