Mr. Marco Romero reports
EURO MANGANESE TO ISSUE SHARES FOR DEBT
Euro Manganese Inc. has agreed to issue 3,071,551 common shares and 150,157 Chess depositary interests (with each CDI representing one share) to extinguish $257,737 of indebtedness with certain creditors of the company.
Pursuant to the Debt Settlement, subject to shareholder approval (as detailed herein), the Company intends to issue the following Shares and CDIs at a deemed price of C$0.08 per Share or CDI, as follows:
Current Non-Executive Directors
The Company will issue 841,120 Shares and 150,157 CDIs to the following non-executive directors in settlement of unpaid directors' fees:
The Company will issue 309,847 Shares to Jan Votava, an executive director of the Company and the Managing Director of Mangan Chvaletice sro, the Company's 100% owned Czech subsidiary, in settlement of outstanding compensation pursuant to Mr. Votava's employment agreement with the Company, in the amount of C$24,788.
The Company will issue an aggregate of 1,920,584 Shares to two arm's-length service providers in settlement of outstanding liabilities of $153,647.
The proposed issuance of Shares to the arm's-length suppliers exceeds the maximum number of securities that can currently be issued by the Company pursuant to Listing Rule 7.1 of the Australian Securities Exchange ("ASX") and are therefore subject to approval by the Company's shareholders. Similarly, the proposed issuance of Shares and CDIs to related parties of the Company (in respect of paragraphs 1 and 2 above) are also subject to approval by the Company's shareholders who are entitled to vote as required by ASX Listing Rule 10.11.1. As announced on July 6, 2020, the Company expects to call and hold a special meeting of shareholders in August 2020 (the "Meeting") to approve the issuance of Shares and CDIs in the second tranche of its private placement. At the Meeting, the Company will also seek approval for the issuance of 3,071,551 Shares and 150,157 CDIs in connection with the Debt Settlement. The Company expects to file a management information circular in connection with the Meeting in due course.
The issuance of Shares and CDIs to insiders of the Company pursuant to the Debt Settlement is considered to be a related party transaction under Canada's Multilateral Instrument 61-101 ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the Debt Settlement by insiders does not exceed 25% of the fair market value of the Company's market capitalization.
The Debt Settlement is subject to the approval of the TSX Venture Exchange ("TSXV"). The Debt Settlement will not create a new Control Person (as defined in the rules of the TSXV). The Shares issued in connection the Debt Settlement will be subject to a statutory four-month and one day statutory hold period.
About Euro Manganese Inc.
Euro Manganese is a Canadian mineral resource company focused on the development of the Chvaletice Manganese Project in the Czech Republic. The Project will recycle historic mine tailings that host Europe's largest manganese deposit and result in an environmental remediation of this site. The European Union is emerging as a major electric vehicle manufacturing hub. EMN's goal is to become the preferred supplier of sustainably produced ultra-high-purity manganese products for the lithium-ion battery industry and for producers of specialty steel, high-technology chemicals and aluminum alloys.
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