Vancouver, British Columbia – TheNewswire – January 18, 2021 – Manning Ventures Inc. (the “Company” or “Manning”) (CSE:MANN) (CNSX:MANN.CN) is pleased to announce that it has entered into a letter of intent (the “Letter of Intent”) with Wabush Iron Ore Inc. (“Wabush”) which sets out the basic terms and conditions for the acquisition by the Company of all the issued and outstanding securities of Wabush in exchange for securities of the Company (the “Transaction”). Following the completion of the Transaction, Wabush will be a wholly-owned subsidiary of the Company.
About Wabush
Wabush is a privately held Company based in Vancouver, British Columbia. Wabush is the beneficial owner of two mineral properties located in the province of Quebec: (i) the Lac Simone Project, which includes 46 mineral claims totaling 2,399.99 hectares, and (ii) the Hope Lake Project, which includes 47 mineral claims totaling 2,477.09 hectares.
Proposed Transaction
Pursuant to the terms of the Letter of Intent, the Company will acquire 100% of the issued and outstanding securities of Wabush in exchange for securities of the Company. Wabush currently has approximately 10,000,000 common shares issued and outstanding (the “Wabush Shares”) and approximately 5,000,000 common share purchase warrants (the “Warrants”), held by the securityholders of Wabush (the “Wabush Securityholders”). As consideration for the Transaction, the Company will issue:
- – one common share in the capital of the Company for each Wabush Share acquired (the “Consideration Shares”), to the Wabush Securityholders on a pro-rata basis; and
- – one common share purchase warrant for each Wabush Warrant acquired (the “Consideration Warrants”, together with the Consideration Shares, the “Consideration Securities”), with the same terms as conditions as the Wabush Warrants, to the Wabush Securityholders on a pro-rata basis.
The Letter of Intent sets out certain terms and conditions pursuant to which the Transaction will be completed. The Transaction remains subject to certain closing conditions including, without limitation, (a) Wabush providing a technical report for the Lac Simone Project or the Hope Lake Project prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, (b) the completion of customary due diligence, (c) the negotiation and execution of a definitive agreement on or before March 16, 2021, and (d) the receipt of all required regulatory and third party approvals and, if applicable, the approval of the shareholders of the Company and Wabush, respectively. There can be no guarantees that the Transaction will be completed as contemplated or at all.
The Consideration Securities will be issued under prospectus exemptions pursuant to National Instrument 45-106 – Prospectus and Registrations Exemptions (“NI 45-106”) of the Canadian Securities Administrators and may be subject to an applicable statutory hold period along with any escrow restrictions imposed under applicable securities laws.
Concurrent Financing
Prior to or concurrently with the closing of the Transaction, the Company will complete a financing to raise a minimum of CAD$1,500,000 (the “Concurrent Financing”). The Concurrent Financing will be completed by way of a private placement of common shares, subscription receipts or units of the Company in reliance on applicable prospectus exemptions pursuant to NI 45-106. Such final terms as pricing, structure, commission and/or finder’s fees in connection with the Concurrent Financing will be determined by the Company. The Company will provide further details regarding the Concurrent Financing in a subsequent news release.
About Manning
Manning is a British Columbia based company involved in the acquisition and exploration of copper-gold porphyry mineral properties, with a focus in Canada. Manning is a reporting issuer in British Columbia, Alberta and Ontario, and has its common shares listed for trading on the Canadian Securities Exchange under the symbol “MANN”. Manning has an option agreement with Metals Creek Resources Corp. (“Metals Creek”) on the Squid East Property in the Yukon, pursuant to which Manning has the option to acquire a 75% interest in the Squid East Property on the terms and conditions set out therein. Manning has an option agreement with Metals Creek on the Flint Lake Property in Ontario, pursuant to which Manning has the option to acquire a 100% interest in the Flint Lake Property on the terms and conditions set out therein.
For further information contact:
Manning Ventures Inc.
Zula Kropivnitski, Chief Financial Officer
Email: zkropivnitski@preaknessgroup.com
Telephone: (604) 681-0084
The Canadian Stock Exchange, nor its regulation service provider, accept responsibility for the adequacy or accuracy of this news release.
FORWARD LOOKING STATEMENTS:
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the Transaction is subject to a number of conditions, including receipt of appropriate regulatory approvals. The Transaction cannot close until all such conditions are satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.
All information contained in this news release with respect to the Company and Wabush was supplied by the parties, respectively, for inclusion herein, and the Company and its respective directors and officers have relied on Wabush for any information concerning such party.
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
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