Manganese X Provides Update Regarding the Graphano Energy Spin-Out
Montréal, Québec–(Newsfile Corp. – June 24, 2021) – Manganese X Energy Corp. (TSXV: MN) (FSE: 9SC2) (OTCQB: MNXXF) (“Manganese X” or the “Company“), further to the Press Release dated May 20, 2021, is pleased to provide an update regarding the proposed timing of the previously-announced statutory plan of arrangement (“Plan of Arrangement”) with Graphano Energy Ltd. (“Graphano“) to spin out its Lac Aux Bouleaux graphite property, located in the province of Quebec. As of the date of this Press Release, the Company and Graphano are awaiting conditional approval from the TSX Venture Exchange (“TSXV“) for Graphano to list on the TSXV on a post-spin-out basis (under the tentative trading symbol GEL).
Extension of Escrow Release Conditions
Further to the above, on December 22, 2020 and April 19, 2021, Graphano completed a private placement of subscription receipts for aggregate gross proceeds of $4,092,283, (the “Private Placement“), at a price of $0.05 per Subscription Receipt.
The conversion of the Subscription Receipts is subject to the satisfaction or waiver of certain customary escrow release conditions (the “Escrow Release Conditions“), including receipt of conditional approval from the TSXV, on or prior to June 30, 2021 (the “Outside Date“).
Graphano received a comment letter from the TSXV on June 4, 2021, which it responded to and believed to have fully satisfied the requirements of the TSXV at the time of the response, which would allow them to meet the Escrow Release Conditions prior to the Outside Date. Unfortunately, the TSXV sent an additional comment letter dated June 22, 2021, which means that Graphano will be unable to meet the Escrow Release Conditions prior to the Outside Date. Graphano is currently in the process of seeking approval from subscription receipt holders to extend the Outside Date to August 31, 2021.
About Manganese X
Manganese X’s mission is to advance its Battery Hill project into production, with the intent of supplying value-added materials to the lithium-ion battery and other alternative energy industries. The company is also striving to achieve new carbon-friendly more efficient methodologies, while processing manganese at a lower competitive cost. The company is moving toward commercialization of a manganese deposit in Canada.
Subsidiary Disruptive Battery’s mission is to develop an HVAC air purification delivery system for cleaner and healthier air, aiming to mitigate COVID-19 and other contaminants on surfaces and in the air.
For more information visit our website at www.manganesexenergycorp.com.
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.