Euro Manganese Closes C$11.2 million (A$12.3 million) Financing

Highlights

• Financing incorporated an upsized C$9.8 million (A$10.8 million) Non-public Placement and an oversubscribed A$1.5 million (C$1.4 million) Part Buy Opinion
• Firm welcomes the European Financial institution of Reconstruction and Building and Eric Sprott as vital shareholders
• Funds raised to pink meat up ongoing building of the Chvaletice Manganese Mission and customer engagements to acquire extra offtake term sheets and strategic investments

Vancouver, British Columbia–(ACN Newswire – May 28, 2025) – Euro Manganese Inc. (TSXV) (ASX: EMN) (FSE: E060) (the “Firm” or “Euro Manganese“) is gratified to exclaim that, following the approval by its shareholders at its Annual Overall and Particular Assembly held on May 15, 2025 (the “AGSM“), it has closed the previously announced financing equipment which incorporated: (a) a non-public placement (the “Placement“) of normal shares (“Original Shares“) and CHESS Depositary Pursuits (“Original CDIs” alongside with the Original Shares, “Original Securities“) within the capital of the Firm of C$9.8 million (roughly A$10.8 million); and (b) a Part Buy Opinion (“SPP“, alongside with the Placement, the “Financing“) with clear eligible shareholders within the amount of A$1.5 million (roughly C$1.4 million). The Firm also proclaims an option grant to clear directors, officers, staff, and consultants as described below.

Martina Blahova, CEO of Euro Manganese, commented:
“We’re extraordinarily gratified with the solid pink meat up demonstrated by each and every our unusual shareholders and new traders, collectively with the important participation of Mr. Eric Sprott. As Euro Manganese’s largest shareholder, EBRD’s funding reinforces its pink meat up and commitment to the Chvaletice Mission. This serious financing enables the Firm to pursue clear key milestones and approach venture building. We thank shareholders for their ongoing pink meat up.”

The procure proceeds of the Financing can be veteran to pink meat up ongoing building of the Chvaletice Manganese Mission, collectively with customer engagements to acquire extra offtake term sheets and strategic investments, the operation of the demonstration plant, as needed, to market the Firm’s product to ability clients and to approach permitting.

All outlined terms in this press originate include the identical which plot as location out within the click releases dated March 6, 2025 and April 1, 2025, except such terms are otherwise outlined herein.

Puny print of the Placement

The Placement consisted of the issuance of an aggregate of 54,578,350 Original Securities, made out of 39,671,662 Original Shares at a cost of C$0.18 per Original Part and 14,906,688 Original CDIs (with each and every Original CDI representing one Original Part) at a cost of A$0.195 per Original CDI, and 54,578,350 Warrants for aggregate snide proceeds of C$9.8 million (roughly A$10.8 million). Warrants issued in reference to the Placement are exercisable any time ahead of November 28, 2026 (Vancouver), and include an exercise value of C$0.225 per Original Safety. Integrated within the Placement include been:

• 14,650,278 Original CDIs and 14,650,278 Warrants subscribed for below the Placement led by the Joint Lead Managers (as outlined below);

• 39,463,331 Original Shares and 39,463,331 Warrants subscribed for straight away with the Firm, which incorporated (i) 21,400,000 Original Shares and 21,400,000 Warrants subscribed for by the European Financial institution for Reconstruction and Building (“EBRD“) (the “EBRD Subscription“); (ii) 16,666,666 Original Shares and 16,666,666 Warrants subscribed for by Mr. Eric Sprott, through 2176423 Ontario Ltd., an organization which is beneficially owned by Mr. Sprott; and (iii) 1,396,665 Original Shares and 1,396,666 Warrants subscribed for by diversified, non-linked traders; and

• subscriptions by directors of the Firm for 464,741 Original Securities (made out of 208,331 Original Shares and 256,410 Original CDIs) and 464,741 Warrants (the “Connected Rep collectively Subscription“).

As the selection of Original Securities and Warrants issued below the Placement led by the Joint Lead Managers, pursuant to the EBRD Subscription, and subscribed for straight away with the Firm exceeded the selection of securities accredited to be issued with out acquiring prior shareholder approval below Record Rule 7.1 of the Australian Securities Change (“ASX“), the Firm was required to ogle shareholder approval. In the same vogue, the Connected Rep collectively Subscriptions include been subject to shareholder approval as required by ASX Record Rule 10.11.1 and 10.11.4. Resolutions approving these factors include been sought and acquired at the AGSM.

Since clear directors and administration of the Firm participated within the Placement, the Placement is believed to be to be a linked rep collectively transaction subject to Multilateral Instrument 61-101 – Protection of Minority Safety Holders in Particular Transactions (“MI 61-101“). The Firm is relying on exemptions from the formal valuation and minority shareholder approval requirements supplied below sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the inspiration that participation within the Placement by such directors and administration doesn’t exceed 25% of the comely market value of the Firm’s market capitalization, as calculated in accordance with MI 61-101.

Puny print of the Part Buy Opinion

The SPP was performed pursuant to a Prospectus dated April 23, 2025 and was made out of seven,692,307 Original CDIs at a cost of A$0.195 per CDI, and 7,692,307 Warrants, for aggregate snide proceeds of A$1.5 million (roughly C$1.4 million). Warrants issued in reference to the SPP are exercisable any time ahead of November 28, 2026 (Vancouver), with an exercise value of C$0.225 per Original Safety.

As announced within the Firm’s news originate of May 15, 2025, the SPP was oversubscribed and subscriptions include been scaled aid to the utmost aggregate quantity accredited.

As the selection of Original CDIs and Warrants issued below the SPP exceeded the Firm’s Placement Capability below ASX Record Rule 7.1, the Firm was required to ogle shareholder approval, such approval having been bought at the AGSM.

Broker Prices and Extra Warrants

Canaccord Genuity (Australia) Runt (“Canaccord Genuity“) and Foster Stockbroking Pty Ltd (“FSB“, alongside with Canaccord Genuity, the “Joint Lead Managers“) acted as Joint Lead Managers and Bookrunners for the Financing. Combination prices payable in cash by the Firm to Canaccord Genuity and FSB in reference to the Financing consisted of A$498,918 (roughly C$454,016).

As effectively as, the Firm also issued 4,904,478 broker warrants (the “Broker Warrants“) to Canaccord Genuity and FSB, representing 12% of the aggregate selection of Original Securities issued below the Placement and the SPP, aside from those issued pursuant to the EBRD Subscription. The Broker Warrants are exercisable any time ahead of May 28, 2027 (Vancouver), with an exercise value of C$0.225 per Original Safety.

Additionally, as announced previously on March 6, 2025 and April 1, 2025, and in reference to an amendment to the Firm’s Convertible Mortgage Royalty Settlement (the “CLRA“) with OMRF (BK) LLC (“Orion“) the Firm has issued 22,263,733 warrants to net Original Securities (the “Extra Warrants“) to Orion, exercisable any time ahead of November 28, 2026 (Vancouver), with an exercise value of C$0.225 per Original Safety. Extra dinky print referring to the CLRA can be found in within the news releases of the Firm dated December 3, 2024, November 29, 2023 and November 27, 2023.

As the selection of the Broker Warrants and Extra Warrants exceeded the Firm’s Placement Capability below ASX Record Rule 7.1, the Firm was required to ogle shareholder approval, such approvals having been bought at the AGSM.

Appropriate Preserve Classes

Original Shares issued or made issuable below the Financing is perchance now not accredited to be traded in or into Canada or during the facilities of the TSX Mission Change (the “TSX-V“) ahead of a four month and in some unspecified time in the future statutory take care of duration expiring on September 29, 2025 (Vancouver), and is liable to be subject to legending requirements below Canadian securities guidelines. Original Shares can be listed on the TSX-V and Original CDIs listed on the ASX. The Warrants, Broker Warrants and Extra Warrants is perchance now not listed. Original CDIs is perchance now not accredited to be exchanged for traditional shares and traded during the facilities of the TSX-V ahead of the four month and in some unspecified time in the future statutory take care of duration expiring on September 29, 2025 (Vancouver).

The Warrants, Broker Warrants and Extra Warrants is perchance now not listed. Standard shares issued upon exercise of the Warrants, Broker Warrants or Extra Warrants ahead of September 29, 2025 (Vancouver) are subject to the identical restrictions infamous above.

The Warrants, Broker Warrants or Extra Warrants could per chance now not be traded in or into Canada ahead of September 29, 2025 (Vancouver) and is liable to be subject to legending requirements below Canadian securities guidelines.

Early Warning Disclosure for The European Financial institution for Reconstruction and Building

EBRD bought the 21,400,000 objects pursuant to the Placement at a cost per unit of C$0.18 for total consideration of C$3,852,000.

Earlier than the completion of the EBRD Subscription, EBRD owned 3,560,000 normal shares, representing an possession hobby of 4.42% of the issued and outstanding normal shares of the Firm. On completion of the EBRD Subscription, EBRD’s possession hobby increased to 24,960,000 normal shares, representing an possession hobby of 17.forty eight% of the issued and outstanding normal shares and an lengthen of 13.06%. Assuming the exercise by EBRD of all its Warrants, and assuming the exercise of (i) all Warrants issued below the Placement, (ii) all Warrants issued below the SPP, and (iii) all Extra Warrants, EBRD’s possession hobby can be in aggregate 46,360,000 normal shares, representing an aggregate precious possession hobby of 19.96% of the issued and outstanding shares and an lengthen of 15.54%. EBRD has agreed, pursuant to the terms of the Warrants issued to EBRD, that for therefore lengthy because the Firm is listed on the TSX-V, except approval from the TSX-V and disinterested shareholders of the Firm include been got pursuant to the insurance policies of the TSX-V (supplied that such approval is required at the relevant time), EBRD is perchance now not accredited to exercise such selection of warrants that will per chance perchance result in it beneficially proudly owning better than 19.99% of the outstanding normal shares of the Firm.

EBRD bought the Original Shares and Warrants for funding purposes. Reckoning on market cases and diversified factors, EBRD could per chance once quickly invent and/or put off securities of the Firm or continue to take care of its unusual location.

To invent a duplicate of the early warning file to be filed by EBRD in reference to this press originate, please contact: Michael Zlobin at +44 207338 8981. EBRD’s handle is 5 Financial institution Boulevard, London, E14 4BG, United Kingdom.

Early Warning Disclosure for Eric Sprott

Eric Sprott, through 2176423 Ontario Ltd., an organization that is beneficially owned by him bought 16,666,666 objects pursuant to the Placement, at $0.18 per unit for total consideration of C$3,000,000. Earlier than the Placement, Mr. Sprott didn’t beneficially include or take care of a watch on any securities of the Firm. On narrative of the Placement, Mr. Sprott now beneficially owns 16,666,666 Shares and 16,666,666 Warrants, representing roughly 11.7% of the outstanding Shares on a non-diluted foundation and 20.9% of the outstanding Shares on a partially-diluted foundation assuming exercise of such Warrants.

The securities are held for funding purposes. Mr. Sprott has a lengthy-term observe of the funding and could per chance invent extra securities collectively with on the beginning market or through non-public acquisitions or promote the securities collectively with on the beginning market or through non-public inclinations in due course hoping on market cases, reformulation of plans and/or diversified relevant factors.

A duplicate of the early warning file with respect to the foregoing will appear on Euro Manganese’s profile on SEDAR+ at www.sedarplus.ca and could be got by calling Mr. Sprott’s place of job at (416) 945-3294 (2176423 Ontario Ltd., 7 King Boulevard East, Suite 1106, Toronto Ontario M5C 3C5).

Option Grant

The Firm this day also granted stock alternatives (“Alternatives”) to a ways off from its directors, officers, staff, and consultants to net up to an aggregate of seven,020,000 normal shares (“Shares”). Of those, 1,330,000 Alternatives include been granted to directors, 2,530,000 Alternatives include been granted to officers, and 3,160,000 Alternatives include been granted to staff and consultants. The Alternatives are exercisable for a term of ten years at an exercise value of CAD$0.19 per Part. All the Alternatives will vest one-third instantly after which one third on each and every of the first and second anniversaries of this day’s date of grant, rather then that 1,650,000 of the Alternatives granted to clear officers, staff and consultants will all vest instantly in recognition of such people work in managing the successful completion of the oversubscribed Financing.

Intervening time CFO

As announced earlier this month, the Firm can be appointing a new Chief Financial Officer (“CFO“) within the coming weeks. Till such time, following the departure of Dean Larocque as CFO on May 30, 2025, Martina Blahova will reduction as duration in-between CFO.

About Euro Manganese

Euro Manganese is a battery materials firm lively about changing into a number one producer of excessive-purity manganese for the electrical automobile industry. The Firm is advancing building of the Chvaletice Manganese Mission within the Czech Republic and an early-stage more than a number of to device battery-grade manganese merchandise in Bécancour, Québec.

The Chvaletice Mission is a particular raze-to-value recycling and remediation more than a number of entertaining reprocessing worn tailings from a decommissioned mine. It is a ways on the total basically the most efficient gargantuan resource of manganese within the European Union, strategically positioning the Firm to give battery present chains with serious raw materials to pink meat up the area shift to a round, low-carbon economy.

Euro Manganese is twin listed on the TSX-V and the ASX.

Authorized for originate by the CEO of Euro Manganese Inc.

Forward-Looking out Statements

Sure statements in this news originate constitute “ahead-having a ogle statements” or “ahead-having a ogle records” within the which plot of relevant securities guidelines. Such statements and records involve identified and unknown dangers, uncertainties and diversified factors that will reason the categorical results, performance, or achievements of the Firm, its Chvaletice Mission, or industry results, to be materially diversified from any future results, performance or achievements expressed or implied by such ahead-having a ogle statements or records. Such statements would be identified through phrases akin to “could per chance”, “would”, “could per chance”, “will”, “intend”, “query”, “judge”, “conception”, “await”, “estimate”, “scheduled”, “forecast”, “predict” and diversified identical terminology, or issue that clear actions, events or results “could per chance”, “could per chance”, “would”, “could per chance” or “will” be taken, occur or be carried out.

Readers are cautioned now not to location undue reliance on ahead-having a ogle records or statements. Forward-having a ogle statements are subject to quite loads of dangers and uncertainties that will reason the categorical results of the Firm to differ materially from those mentioned within the ahead-having a ogle statements and, even supposing such staunch results are realized or considerably realized, there would be no assurance that they’re going to include the expected penalties to, or effects on, the Firm.

All ahead-having a ogle statements are made basically based on the Firm’s unusual beliefs collectively with numerous assumptions made by the Firm collectively with that the Chvaletice Mission can be developed and operate in accordance with unusual plans, appointment of everlasting CFO, that the Firm can be ready to rob the financing that it requires, and that this could meet cases of its secured credit rating facility. Factors that will per chance per chance reason staunch results or events to differ materially from unusual expectations encompass, among diversified issues: dangers and uncertainties linked to the Firm’s ability to meet the cases of its secured credit rating facility, dangers linked to conserving and securing obligatory licenses or permits; dangers linked to acquisition of surface rights; inability to acquire ample offtake agreements; the provision of acceptable financing; the capability for unknown or surprising events to reason contractual cases to now not be happy; developments in EV (Electric Vehicles) battery markets and chemistries; and dangers linked to fluctuations in currency alternate charges, changes in guidelines or regulations; and regulation by numerous governmental agencies. For a further discussion of dangers relevant to the Firm, witness “Possibility Factors” within the Firm’s annual records invent for the year ended September 30, 2024, available on the Firm’s SEDAR+ profile at www.sedarplus.ca.

Though the ahead-having a ogle statements contained in this news originate are basically based upon what administration of the Firm believes are sensible assumptions, the Firm can not sigh traders that staunch results can be in step with these ahead-having a ogle statements. These ahead-having a ogle statements are made as of the date of this news originate and are expressly licensed of their entirety by this cautionary commentary. Topic to relevant securities guidelines, the Firm doesn’t assume any obligation to interchange or revise the ahead-having a ogle statements contained herein to copy events or cases occurring after the date of this news originate.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To examine the source version of this press originate, please visit https://www.newsfilecorp.com/originate/253771

Topic: Press originate summary

Source: Euro Manganese

Sectors: Electronics, Replace Energy

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