Mr. Alex Klenman reports

MANNING VENTURES INC. ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT, UPDATE TO PROPOSED ACQUISITION OF QUEBEC MINERAL CLAIMS AND APPOINTMENT OF NEW EXECUTIVE CHAIRMAN OF THE BOARD

Manning Ventures Inc., further to its news release dated Oct. 17, 2023, has increased the size of its previously announced non-brokered private placement of units of the company at a price of nine cents per unit, from up to $1-million to $1,019,044.89, and has subsequently closed the offering. Pursuant to the offering, the company issued an aggregate of 11,322,721 units for aggregate gross proceeds of $1,019,044.89.

Each unit comprises one common share in the capital of the company and one share purchase warrant. Each warrant entitles the holder thereof to purchase one additional share at an exercise price of 12 cents per warrant share, for a period expiring on the date that is 12 months from the date of issuance.

The company paid to certain arm's-length finders a cash fee in the aggregate amount of $30,785.65 and issued to the finders an aggregate of 342,063 share purchase warrants, representing 7 per cent of the proceeds raised from those purchasers introduced by such finder and 7 per cent of the total number of units sold to investors introduced by such finder, respectively. Each finder's warrant entitles the holder thereof to acquire one share at a price of 12 cents per finder's warrant share, for a period expiring on the date that is 12 months from the date of issuance.

The company intends to use the proceeds from the offering for general working capital purposes, including, but not limited to, the company's resource projects (the Newfoundland lithium project and the Copper project in Ontario).

Certain insiders of the company participated in the offering and subscribed for an aggregate of 3,861,110 units for gross proceeds of $347,499.90. The insider subscriptions constitute related party transactions within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions. The company is relying on the exemption from valuation requirement and minority approval pursuant to subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, for the insider participation in the offering, as the securities do not represent more than 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

All securities issued in connection with the offering are subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities legislation.

Quebec mineral claims

Further to the company's news releases dated Sept. 6, 2023, and Oct. 17, 2023, the company wishes to clarify that the company entered into an assignment, assumption and amending agreements dated Aug. 28, 2023, among the company, Wildwood Exploration Inc., Shawn Ryan, Isaac Fage (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 claims from the vendors pursuant to mineral claim sales agreements dated each of June 15, 2023, and July 13, 2023. As of Aug. 28, 2023, the assignor agreed to assign to the company, the rights and obligations granted to the assignor pursuant to the original agreements. In accordance with the terms of the assignment agreements, the company will issue to the assignor an aggregate of one million shares. The acquisitions have not yet closed as of the date hereof.

The entering into of the assignment agreements constitutes related party transactions within the meaning of MI 61-101 as Alex 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 company is relying on the exemption from valuation requirement and minority approval pursuant to subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fair market value of the acquisitions does not represent more than 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

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

New chairman of the board

The company is also pleased to announce that it has appointed Etienne Moshevich as its new chairman of the board of directors of the company, effective Nov. 2, 2023. Mr. Moshevich brings over a decade of leadership and capital markets experience in both the public and private sectors to the company, and currently holds a senior management and board position with Atco Mining Inc.

With the proposed acquisition of the claims, the recent consolidation and financing efforts, Manning wants to emphasize the approach it is taking to the resource space and expose its story to a broad range of investors globally. The appointment of Mr. Moshevich as chairman of the board strengthens the company's team by adding relevant experience as the company begins its exploration and development stage of the new projects.

"I am extremely pleased to be working with Manning," says Mr. Moshevich. "As its new chairman and significant shareholder, I will do everything I can to enhance our assets and build value for all our investors. I think we have an incredible portfolio of lithium projects that we will look to continue to build and expand over the coming quarters and I look forward to keeping everyone updated as we progress."

Mr. Moshevich, through his company Transcend Capital Inc., subscribed for 2,305,555 units of the offering, which form part of the insider subscriptions.

About Manning Ventures Inc.

Manning is a lithium-focused exploration and development company operating in Canada. Manning's project portfolio includes the Bounty lithium project, located in Quebec, and the Dipole lithium project, located in Newfoundland, in addition to over 65,000 hectares of highly prospective ground in the emerging Leaf River lithium camp, located in Northern Quebec.

We seek Safe Harbor.