Mr. Matthew Allas reports

CANADIAN MANGANESE ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UNSECURED CONVERTIBLE DEBENTURES AND FLOW-THROUGH SHARES

Canadian Manganese Company Inc. has arranged a proposed private placement of: (i) up to $5-million of convertible debentures for an aggregate purchase price of $4.8-million (representing an original issue discount equal to 4 per cent of the purchase price); and (ii) up to $5-million of flow-through shares at a price of 25 cents per flow-through share.

Unsecured Convertible Debentures

The details of the Debentures are as follows: (i) the Debentures will mature on the date that is two (2) years from the date of issuance (if not otherwise converted or prepaid) (the "Maturity Date"); (ii) the Debentures will bear interest at a rate of 14% per annum, payable semi-annually in arrears; (iii) subject to any required regulatory approval and provided no event of default has occurred and is continuing, the Company shall have the option to pay such interest by delivering a number of common shares ("Common Shares") of the Company calculated using a Common Share price equal to the volume weighted average trading price of the Common Shares for the 20 consecutive trading days immediately prior to the applicable interest payment date; (iv) the Company shall have a right to prepay or redeem a part or the entire principal amount of the Debentures at par plus accrued and unpaid interest at any time; (v) each Debenture will be convertible into Common Shares at the option of the holder at any time prior to the close of the third business day prior to the earlier of: (a) the Maturity Date, and (b) a redemption date, at a conversion price of $0.335 per Common Share, subject to receipt of regulatory approval.

The net proceeds from the sale of Debentures will be used to fund the development of the Company's Woodstock manganese project in New Brunswick and for working capital purposes.

Flow-Through Shares

Proceeds from the offering of FT Shares 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, 2024, and renounced with an effective date no later than December 31, 2023, to the initial subscribers of the FT Shares in an aggregate amount not less than the gross proceeds raised from the sale of FT Shares.

All of the securities to be issued pursuant to the private placement will be subject to a four-month hold period. Completion of the offerings is subject to customary closing conditions, including the receipt of all necessary regulatory approvals, including the approval of the NEO Exchange. Closing of the offerings is expected to occur on or about June 21, 2023.

ABOUT CANADIAN MANGANESE

CDMN is a Canadian mineral development company aiming to become a supplier of high-purity manganese metal products for the rechargeable battery industry. CDMN holds the Woodstock Project in New Brunswick.

We seek Safe Harbor.