Euro Manganese Announces C$1 Million Private Placement
VANCOUVER, British Columbia (March 24, 2020) – Euro Manganese Inc. (TSX-V / ASX: EMN) (the "Company" or "EMN") is pleased to announce a non-brokered private placement (the "Offering") of 8,738,312 common shares ("Shares") and 401,888 CHESS Depositary Interests ("CDIs", with each CDI representing one Share), at a price of C$0.11 per Share or A$0.13 per CDI, for aggregate gross proceeds of approximately $1,005,300 (the "Offering"). Net proceeds of the Offering will be used by the Company to further advance its Chvaletice Manganese Project in the Czech Republic, including advancing the feasibility study and preparation of the Environmental Impact Assessment submission, and for other general corporate purposes.
The Offering is intended to close in two or more tranches with the first tranche, comprising of 4,477,170 Shares and 227,273 CDIs for aggregate gross proceeds of C$517,4891, expected to close on or about April 3, 2020. The second tranche of the Offering (the "Related Parties Tranche"), consisting of subscriptions by related parties of the Company (consisting of directors of the Company and companies controlled by directors of the Company) of 4,261,142 Shares at a price of C$0.11 per Share and 174,615 CDIs at a price of A$0.13 per CDI for aggregate gross proceeds of C$487,7801, is expected to close on or about May 5, 2020, subject to and following approval by the Company’s shareholders as required by Listing Rule 10.11.5 of the Australian Securities Exchange ("ASX"). The Company expects to call and hold a special meeting of shareholders of the Company in early May 2020 (the "Meeting") to approve the issuance of Shares and CDIs under the Related Parties Tranche. The Company expects to file a management information circular in connection with the Meeting in due course. The Offering is subject to the approval of the TSX Venture Exchange ("TSXV").
Fees payable by the Company in connection with the Offering will consist of a management fee, payable in cash, of 1% of the aggregate gross proceeds from the Offering. Shares issued pursuant to the Offering will be subject to a four month and one day statutory hold period.
The issuance of Shares and CDIs to insiders of the Company pursuant to the Offering is considered to be a related party transaction under Canada’s Multilateral Instrument 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 on the basis that participation in the Offering by insiders does not exceed 25% of the fair market value of the Company's market capitalization.
The Shares and CDIs to be issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to U.S. Persons absent registration or an applicable exemption from registration. This press release is not an offer or a solicitation of an offer of securities for sale in the United States, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Euro Manganese:
Euro Manganese Inc. is a Canadian mineral resource company focused on the development of the Chvaletice Manganese Project in the Czech Republic. The Project will recycle historic mine tailings that host Europe’s largest manganese deposit and result in an environmental remediation of this site. The European Union is emerging as a major electric vehicle manufacturing hub. EMN's goal is to become the preferred supplier of sustainably-produced ultra-high-purity manganese products for the lithium-ion battery industry and for producers of specialty steel, high-technology chemicals and aluminum alloys.
Authorized for release by the CEO of Euro Manganese Inc.
Marco A. Romero President & CEO
(604)-681-1010 ext. 101
E-mail: firstname.lastname@example.org Website: www.mn25.ca
Fausto Taddei Vice President,
Corporate Development & Corporate Secretary
(604)-681-1010 ext. 105
Company Address: 1500 – 1040 West Georgia Street,
Vancouver, British Columbia, Canada, V6E 4H8
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