Manganese X Energy Corp. Announces Private Placement Financing

Manganese X Energy Corp. Announces Private Placement Financing

Montréal, Québec–(Newsfile Corp. – December 7, 2022) – Manganese X Energy Corp. (TSXV: MN) (FSE: 9SC) (OTCQB: MNXXF) (“Manganese X” or the “Company”) is pleased to announce that it has arranged an offering (the “Offering“), on a non-brokered private placement basis, of 9,015,958 flow-through units (each, a “FT Unit“) at a price of $0.23 per FT Unit for aggregate proceeds of $2,073,670.34 (the “Proceeds“).

Each FT Unit shall consist of one common share of the Company that qualifies as a “flow-through share” for the purposes of the Income Tax Act (Canada) (a “FT Share“) and one-half of one common share purchase warrant of the Company, whereby each whole common share purchase warrant of the Company (a “Warrant“) shall entitle the holder thereof to purchase a non-flow through common share of the Company (a “Share“) at an exercise price of $0.32 for a period of 24 months from the date of issuance.

Proceeds from the Offering shall be used for Canadian Exploration Expenses (“CEE“) and “flow-through mining expenditures” as defined in the Income Tax Act (Canada) to be incurred on or before December 31, 2023, and renounced with an effective date no later than December 31, 2022, to the initial subscribers of the FT Units in an aggregate amount not less than the Proceeds.

All securities issued in connection with the Offering will be subject to a hold period under applicable Canadian securities laws expiring four months and one day from the date of closing of the Offering. Subject to receipt of all necessary regulatory approvals, including acceptance by the TSX Venture Exchange, Manganese X anticipates that the Offering will be closing in mid-December 2022. Finder’s fees payable to certain qualified finders will be applicable.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

About Manganese X Energy Corp.

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 environment-friendly more efficient methodologies, while processing manganese at a lower competitive cost. The Company is the only publicly traded manganese company in North America moving rapidly towards commercialization of a manganese deposit.

Subsidiary Disruptive Battery Corp.’s mission is to develop an HVAC (heating, ventilation and air conditioning) 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 the website at at www.manganesexenergycorp.com.

On behalf of the Board of Directors of

MANGANESE X ENERGY CORP.

Martin Kepman
CEO and Director
Email: martin@kepman.com
Tel: 1-514-802-1814

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 release

Cautionary Note Regarding Forward-Looking Statements:

This news release contains certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements“) within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, without limitation, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements in this news release relate to, among other things, completion of the Offering and the use of Proceeds related thereto. Actual future results may differ materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the TSX Venture Exchange not approving the Offering. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. The Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws. We seek safe harbor.

// THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE OR DISSEMINATION IN THE UNITED STATES //

ON BEHALF OF THE BOARD OF DIRECTORS

Martin Kepman
CEO and Director
martin@kepman.com
1-514-802-1814

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward-looking information” including statements with respect to the future exploration performance of the Company. This forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements of the Company, expressed or implied by such forward-looking statements. These risks, as well as others, are disclosed within the Company’s filing on SEDAR, which investors are encouraged to review prior to any transaction involving the securities of the Company. Forward-looking information contained herein is provided as of the date of this news release and the Company disclaims any obligation, other than as required by law, to update any forward-looking information for any reason. There can be no assurance that forward-looking information will prove to be accurate and the reader is cautioned not to place undue reliance on such forward-looking information. We seek safe harbour.