(TheNewswire)
Vancouver, British Columbia - TheNewswire- November 3, 2023 - Manning VenturesInc. ( “Manning” or the “Company” ) (CSE: MANN, Frankfurt:1H5) is pleased to announce that furtherto its news release dated October 17, 2023, the Company has increasedthe size of its previously announced non-brokered private placement ofunits of the Company (“ Units ”) at a price of $0.09 per Unit (the“ Offering ”), from up to $1,000,000 to $1,019,044.89 and hassubsequently closed the Offering. Pursuant to the Offering, theCompany issued an aggregate of 11,322,721 Units for aggregate grossproceeds of $1,019,044.89.
Each Unit is comprised of one (1) common share in thecapital of the Company (each, a “Share ”) and one (1) Share purchasewarrant (each, a “ Warrant ”). Each Warrant entitles the holderthereof to purchase one (1) additional Share (each, a “ Warrant Share ”) atan exercise price of $0.12 per Warrant Share, for a period expiring onthe date that is twelve (12) months from the date of issuance.
The Company paid to certain arm’s length finders(each, a “ Finder ”) a cash fee in the aggregate amount of $30,785.65 andissued to the Finders an aggregate of 342,063 Share purchase warrants(each, a “ Finder’sWarrant ”), representing 7.0% of the proceedsraised from those purchasers introduced by such Finder and 7.0% of thetotal number of Units sold to investors introduced by such Finder,respectively. Each Finder’s Warrant entitles the holder thereof toacquire one (1) Share (each, a “ Finder’s Warrant Share ”) at a price of $0.12 per Finder’s Warrant Share, for aperiod expiring on the date that is twelve (12) months from the dateof issuance.
The Company intends to use the proceeds from theOffering for general working capital purposes, including, but notlimited to, the Company’s resource projects (the NewfoundlandLithium Project and the Copper Project in Ontario).
Certain insiders of the Company participated in theOffering and subscribed for an aggregate of 3,861,110 Units for grossproceeds of $347,499.90 (the “ Insider Subscriptions ”). The InsiderSubscriptions constitute “related party transactions” within themeaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“ MI61-101 ”). The Company is relying on theexemption from valuation requirement and minority approval pursuant tosubsection 5.5(a) and 5.7(a) of MI 61-101, respectively, for theinsider participation in the Offering, as the securities do notrepresent more than 25% of the Company’s market capitalization, asdetermined in accordance with MI 61-101.
All securities issued in connection with the Offeringare subject to a statutory hold period of four (4) months and one (1)day from the date of issuance, in accordance with applicablesecurities legislation.
Quebec Mineral Claims
Further to the Company’s news releases datedSeptember 6, 2023, and October 17, 2023, the Company wishes to clarifythat the Company entered into an assignment, assumption and amendingagreements dated August 28, 2023 (collectively, the “ Assignment Agreements ”), among the Company, Wildwood Exploration Inc.(“ Wildwood ”), Shawn Ryan (“ Ryan ”), Isaac Fage (“ Fage ”, and togetherwith Wildwood and Ryan, the “ Vendors ”) and Planet Ventures Inc. (the“ Assignor ”) to acquire an undivided 100% interest in and to 1,013mineral claims (the “ PotierClaims ”) and an additional 413 mineral claims(the “ Pow Claims ” and together with the Potier Claims, the “ Claims ”), locatedin the Province of Quebec, Canada (collectively, the “ Acquisitions ”).
The Assignor had previously agreed to acquire theClaims from the Vendors pursuant to mineral claim sales agreementsdated each of June 15, 2023 and July 13, 2023 (collectively, the“ OriginalAgreements ”). As of August 28, 2023, theAssignor agreed to assign to the Company, the rights and obligationsgranted to the Assignor pursuant to the Original Agreements. Inaccordance with the terms of the Assignment Agreements, the Companywill issue to the Assignor, an aggregate of 1,000,000 Shares. TheAcquisitions have not yet closed as of the date hereof.
The entering into of the Assignment Agreementsconstitutes “related party transactions” within the meaning of MI61-101 as Alex Klenman, the Chief Executive Officer of the Assignor,is Chief Executive Officer of the Company, and Christopher Cooper, adirector of the Assignor, is Chief Financial Officer and a director ofthe Company. The Company is relying on theexemption from valuation requirement and minority approval pursuant tosubsection 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fairmarket value of the Acquisitions does not represent more than 25% ofthe Company’s market capitalization, as determined in accordancewith MI 61-101. All securities issued inconnection with the Acquisitions will be subject to a statutory holdperiod of four (4) months plus one (1) day from the date of issuancein accordance with the applicable securities legislation.
Potier Claims Transaction Details
As consideration for the Potier Claims, the Company hasagreed to: (i) pay a cash fee of $350,000 to Wildwood; and (ii) issueto Ryan and Fage, an aggregate of 8,000,000 common shares in thecapital of the Company (the “ Potier Consideration Shares ”). The PotierConsideration Shares will be subject to voluntary escrow conditionspursuant to which: (i) 1/3 of the Potier Consideration Shares will bereleased from escrow on the date that is four (4) months and a dayafter the date on which the Company acquires the Potier Claims (the“ Potier ClosingDate ”); (ii) 1/3 of the Potier ConsiderationShares will be released from escrow on the date that is eight (8)months after the Potier Closing Date; and (iii) 1/3 of the PotierConsideration Shares will be released from escrow on the date that istwelve (12) months after the Potier Closing Date. Additionally, theCompany will grant to Ryan, a one percent (1.0%) net smelter returnroyalty on the Potier Claims.
Pow Claims Transaction Details
As consideration for the Pow Claims, the Company hasagreed to: (i) pay a cash fee of $125,000 to Wildwood; and (ii) issueto Ryan and Fage, an aggregate of 2,000,000 common shares in thecapital of the Company (the “ Pow Consideration Shares ”). The PowConsideration Shares will be subject to voluntary escrow conditionspursuant to which: (i) 1/3 of the Pow Consideration Shares will bereleased from escrow on the date that is four (4) months and a dayafter the date on which the Company acquires the Pow Claims (the“ Pow ClosingDate ”); (ii) 1/3 of the Pow ConsiderationShares will be released from escrow on the date that is eight (8)months after the Pow Closing Date; and (iii) 1/3 of the PowConsideration Shares will be released from escrow on the date that istwelve (12) months after the Pow Closing Date. Additionally, theCompany will grant to Ryan, a one percent (1.0%) net smelter returnroyalty on the Pow Claims.
The securities of the Company referred to in this newsrelease have not been and will not be registered under the UnitedStates Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws. Accordingly, thesecurities of the Company may not be offered or sold within the United States unless registered under the U.S.Securities Act and applicable state securities laws or pursuant to anexemption from the registration requirements of the U.S. SecuritiesAct and applicable state securities laws. This news release does notconstitute an offer to sell or a solicitation of any offer to buy anysecurities of the Company in any jurisdiction in which such offer,solicitation or sale would be unlawful.
New Chairman of the Board
The Company is also pleased to announce that it hasappointed Etienne Moshevich as its new Chairman of the board ofdirectors of the Company (the “ Board ”), effective November 2, 2023. Mr.Moshevich brings over a decade of leadership and capital marketsexperience in both the public and private sectors to the Company, andcurrently holds a senior management and board position with AtcoMining Inc.
With the proposed acquisition of the Claims, the recentconsolidation and financing efforts, Manning wants to emphasize theapproach it is taking to the resource space and expose its story to abroad range of investors globally. The appointment of Mr. Moshevich asChairman of the Board strengthens the Company’s team by addingrelevant experience as the Company begins its exploration anddevelopment stage of the new projects.
“I am extremely pleased to be working with Manning”says Etienne Moshevich. “As its new Chairman and significantshareholder, I will do everything I can to enhance our assets andbuild value for all our investors. I think we have an incredibleportfolio of lithium projects that we will look to continue to buildand expand over the coming quarters and I look forward to keepingeveryone updated as we progress.”
Mr. Moshevich, through his company Transcend CapitalInc., subscribed for 2,305,555 Units of the Offering, which form partof the Insider Subscriptions.
About Manning
Manning is a lithium-focused exploration anddevelopment company operating in Canada. Manning’s project portfolioincludes the Bounty Lithium Project, located in Quebec, and the DipoleLithium Project, located in Newfoundland, in addition to over65,000-hectares of highly prospective ground in the emerging LeafRiver Lithium Camp, locating in Northern Quebec.
Onbehalf of the Board of Directors,
MANNING VENTURES INC.
“Alex Klenman”
Chief Executive Officer
This news release contains"forward-looking statements" within the meaning ofapplicable securities laws. Forward-looking statements can beidentified by words such as: “anticipate”, “intend”,“plan”, “believe”, “estimate”, “expect”,“strategy”, “future”, “likely”, “may”, “to be”,“could”, “would”, “should”, “will” and similarreferences to future periods or the negative or comparableterminology, as well as terms usually used in the future andconditional. Example of forward-looking statements in this newsrelease, without limitation, include the closing of the Acquisitions,acquisition of the Claims, the issuance of the Potier ConsiderationShares and the Pow Consideration Shares, the approval of the CSE ofthe Acquisitions, and the exploration and development of theCompany’s projects. These forward-looking statements are based onassumptions as of the datethey are provided, including the approval of the CSE being obtained,as necessary. However, there can be no assurance that such assumptionswill reflect the actual outcome of such items or factors.
Additionally, forward-lookinginformation is subject toknown and unknown risks, uncertainties and other factors that maycause the Company's actual results, level of activity, performance, orachievements to be materially different from those expressed or implied bysuch forward looking information. Therefore, you should not rely on any ofthese forward-looking statements. Important risk factors that couldcause actual results and financial conditions to differ materiallyfrom those indicated in the forward-looking statements, include thefollowing: that the approval of the CSE, as needed, may not beobtained, that the Acquisitions may not occur when anticipated, marketand business conditions in Canada, market volatility, unforeseendelays in timelines for any of the transactions or events described inthis news release, the risk of regulatory changes that may impact thebusiness of the Company, failure of management to execute theirrespective business strategies. All forward looking information inthis news release is qualified in its entirety by this cautionarystatement.
Neither theCanadian Securities Exchange nor its Regulation Services Provideraccept responsibility for the adequacy or accuracy of this newsrelease.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S.NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
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