Manganese X Announces Shareholder Approval of Plan of Arrangement with Graphano Energy Ltd. and Appointment of Robert Tjandra as New Director
Montréal, Québec–(Newsfile Corp. – April 13, 2021) – Manganese X Energy Corp. (TSXV: MN) (FSE: 9SC2) (OTC: MNXXF) (“Manganese X” or the “Company“) is pleased to announce that shareholders of the Company (the “Shareholders”) have approved the Company’s previously-announced statutory plan of arrangement with Graphano Energy Ltd. (the “Plan of Arrangement”) to spin out its Lac Aux Bouleaux graphite property, located in the province of Quebec. Further, the Company is pleased to announce that, effective immediately, the Company has appointed Robert Tjandra to its Board of Directors.
Approval of Plan of Arrangement
At the Company’s special meeting of Shareholders held on Monday, April 12, 2021 (the “Meeting”), a total of 13,548,548 common shares in the capital of the Company (“Common Shares”) were voted in favour of the special resolution approving the Plan of Arrangement, representing 99.15% of the total number of the Common Shares represented in person and by proxy at the Meeting. The completion of the Plan of Arrangement is subject to a number of conditions, including but not limited to the receipt of the requisite stock exchange approvals, and a final order of the Supreme Court of British Columbia (a hearing for which is scheduled on April 15, 2021, unless adjourned).
Appointment of New Director
The Company has appointed Robert Tjandra to its Board of Directors, effective immediately. Mr. Tjandra brings with him a unique blend of professional management, leadership, and entrepreneurial skills, and has over 25 years of combined experience working, consulting, and developing businesses in construction, trading, oil and gas, fintech, and cleantech. He is passionate about development of EV and energy storage, including sustainable mining development. Mr. Tjandra serves as the President, Chief Operating Officer, and a director of Canbud Distribution Corp. (CSE: CBDX), and as a director of Florence Wealth Management Inc. (a registered Exempt Market Dealer in Canada). He is also a director of Electrum Charging Solutions, a private EV charging technology company.
“We are delighted to welcome Robert Tjandra to Company’s board of directors”, said Martin Kepman, Chief Executive Officer of the Company. “Robert brings a wealth of knowledge and experience, which will be a tremendous resource for Manganese X as we continue to execute on our business strategy, drive growth and build long-term shareholder value.”
In accordance with the Company’s stock option plan, the Company has granted to Mr. Tjandra an aggregate of 300,000 options to purchase Common Shares, with each option exercisable at an exercise price of $0.50 for a period of five years.
On Behalf of the Board of Directors
CEO and Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Certain information in this press release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Such forward-looking statements include, but are not limited to, the Company’s expectations about (i) the value of, and benefits associated with, the Arrangement, to the Company and the Shareholders, (ii) the terms, and timing for the completion of, the Arrangement and the conversion of the Subscription Receipts issued under the Graphano Private Placement, (iii) the timing of the Meeting to approve the Arrangement, and (iv) the listing of the Graphano Shares on the Exchange.
Forward-looking statements necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including, without limitation, risks relating to (i) the social and economic impacts of the COVID-19 pandemic, (ii) the Company’s dependence on management and the loss of key personnel, (iii) conflicts of interest, (iv) the receipt of the requisite shareholder, court, regulatory and stock exchange approvals in connection with the Arrangement and/or the Graphano Private Placement, and the listing of the Graphano Shares on the Exchange, as applicable, (v) changes in value of the LAB Graphite Property, and (vi) the Company’s business, including the mining industry in general, as described in the Company’s public filings on SEDAR, which readers are encouraged to review in detail prior to any transaction involving the securities of the Company. The foregoing list is not intended to be exhaustive of the factors that may affect any of the Company’s forward-looking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended.
Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Readers are further cautioned that the assumptions used in the preparation of such forward-looking statements (including, but not limited to, the assumption that (i) the Company and Graphano will satisfy, in a timely manner, all conditions precedent to completion of the Arrangement, the Graphano Private Placement, and the proposed listing of the Graphano Shares on the Exchange (including receipt of all necessary regulatory and shareholder approvals), (ii) all necessary regulatory and shareholder approvals will be obtained in a timely manner, and on terms acceptable to the Company, (iii) the circumstances surrounding the COVID-19 pandemic, although evolving, will stabilize and will not materially impede or affect the ability of the Company to consummate the Arrangement, and (iv) current and future economic conditions will neither affect the business and operations of the Company nor the Company’s ability to capitalize on anticipated value in and benefits of the Arrangement), although considered reasonable by management of the Company at the time of preparation, may prove to be imprecise and result in actual results differing materially from those anticipated, and as such, undue reliance should not be placed on forward-looking statements.
The forward-looking statements included in this press release are made as of the date of this press release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws. Forward-looking statements, forward-looking financial information and other metrics presented herein are not intended as guidance or projections for the periods referenced herein or any future periods, and in particular, past performance is not an indicator of future results and the results of the Company in this press release may not be indicative of, and are not an estimate, forecast or projection of the Company’s future results. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The securities proposed to be issued under the Arrangement have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. It is anticipated that any securities to be issued under the Arrangement will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 provided by Section 3(a)(10) thereof.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy or sell, any securities (including any securities of the Company or Graphano), and may not be relied upon in connection with the purchase or sale of any such security.