Manganese X Energy Corp. (the "Company" or "Manganese X") is pleased to announce it that it has closed a non-brokered private placement financing (the "Private Placement") issuing an aggregate of 10,600,000 flow-through common shares of the Company (the "FT Shares", and each, an "FT Share") at a price of $0.035 per FT Share, thereby raising total gross proceeds of $371,000 (the "Proceeds").
Each FT Share constitutes a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "Tax Act") and the Proceeds will be used by the Company for exploration and related programs, which qualify as "Canadian exploration expenses" and "flow-through critical mineral mining expenditures", as such terms are defined in the Tax Act, in respect of Manganese X's Battery Hill Project in New Brunswick.
The Company relied on the minimum price exception permitted by the TSX Venture Exchange ("TSXV") for financings, which allowed it to issue shares at less than $0.05 per share. None of the Proceeds will be used for payments to non-arm's-length parties, investor relations activities, or bonuses and other non-qualifying expenses.
In connection with the Private Placement, the Company paid cash commissions totalling $33,500.00 and issued a total of 957,142 finder warrants to certain finders, namely Marquest Asset Management Inc. and GloRes Securities Inc., each finder warrant entitles the holder to purchase one common share in the capital of the Company at a price of $0.06 until December 20, 2026.
All securities issued pursuant to the Private Placement are subject to a statutory four-month hold period expiring April 21, 2025. The Private Placement remains subject to receipt of applicable regulatory approvals, including final acceptance by the TSXV.
In connection with the Private Placement, two insiders of the Company (the "Insiders") purchased an aggregate of 500,000 FT Shares for total consideration of $17,500 as follows: (i) James Richardson, a Director and Officer of the Company purchased 300,000 FT Shares for total consideration of $10,500, and (ii) Roger Dahn, a Director of the Company, purchased 200,000 FT Shares for total consideration of $7,000, and The participation by the Insiders in the Private Placement constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Units purchased by Insiders, nor the consideration for the Units paid by Insiders, exceeds 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement, which the Company deems reasonable in the circumstances in order to complete the Private Placement in an expeditious manner.
