Mr. Alex Klenman reports

MANNING VENTURES ANNOUNCES ASSIGNMENT AGREEMENTS TO ACQUIRE MINERAL CLAIMS

Manning Ventures Inc. has entered into assignment and assumption agreements dated Aug. 28, 2023, among the company, Wildwood Exploration Inc., Shawn Ryan, Isaac Fage (Mr. Fage, and together with Wildwood and Mr. Ryan, the vendors) and Planet Ventures Inc. (the assignor) to acquire an undivided 100-per-cent interest in and to 1,013 mineral claims (the Potier claims) and an additional 413 mineral claims (the Pow claims), located in the province of Quebec, Canada.

The assignor had previously agreed to acquire the Pow claims and the Potier claims from the vendors pursuant to mineral claim sales agreements dated each of June 15, 2023, and July 13, 2023 (collectively, the original agreements). As of the date hereof, the assignor has agreed to assign the rights and obligations granted to the assignor pursuant to the original agreements, to the company. In accordance with the terms of the assignment agreements, the company will issue to the assignor, an aggregate of one million common shares in the capital of the company.

The entering into of the assignment agreements constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions as Alexander Klenman, the chief executive officer of the assignor, is chief executive officer of the company, and Christopher Cooper, a director of the assignor, is chief financial officer and a director of the company.

The transaction is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) as the fair market value of the transaction does not exceed 25 per cent of the company's market capitalization. The company will file a material change report in respect of the assignment agreements. As the transaction may close within 21 days, the material change report may be filed less than 21 days before the expected date of the closing of the transaction.

All securities issued in connection with the transaction will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

Potier claims transaction details

As consideration for the Potier claims, the company has agreed to: (i) pay a cash fee of $350,000 to Wildwood; and (ii) issue to Mr. Ryan and Mr. Fage, an aggregate of eight million common shares in the capital of the company. The Potier consideration shares will be subject to voluntary escrow conditions pursuant to which: (i) one-third of the Potier consideration shares will be released from escrow on the date that is four months and a day after the date on which the company acquires the Potier claims; (ii) one-third of the Potier consideration shares will be released from escrow on the date that is eight months after the Potier closing date; and (iii) one-third of the Potier consideration shares will be released from escrow on the date that is 12 months after the Potier closing date. Additionally, the company will grant to Ryan, a 1-per-cent net smelter return royalty on the Potier claims.

Pow claims transaction details

As consideration for the Pow claims, the company has agreed to: (i) pay a cash fee of $125,000 to Wildwood; and (ii) issue to Mr. Ryan and Mr. Fage, an aggregate of two million common shares in the capital of the company. The Pow consideration shares will be subject to voluntary escrow conditions pursuant to which: (i) one-third of the Pow consideration shares will be released from escrow on the date that is four months and a day after the date on which the company acquires the Pow claims; (ii) one-third of the Pow consideration shares will be released from escrow on the date that is eight months after the Pow closing date; and (iii) one-third of the Pow consideration shares will be released from escrow on the date that is 12 months after the Pow closing date. Additionally, the company will grant to Mr. Ryan, a 1-per-cent net smelter return royalty on the Pow claims.

About Manning Ventures Inc.

Manning is a broad-based mineral exploration and development company with a focus in Canada. Manning holds a 100-per-cent interest in the Bounty lithium project, located in Quebec, and the Dipole lithium project, in Newfoundland. The company also retains interest in six iron ore properties located in the province of Quebec, and portfolio of polymetallic projects in Newfoundland.

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