Key Highlights and Recent Developments
- The company successfully secured C$9.8 million (approximately A$10.8 million) through a strategic private placement, alongside an oversubscribed A$1.5 million (around C$1.4 million) Share Purchase Plan (SPP).
- Major shareholders, including the European Bank for Reconstruction and Development (EBRD) and renowned investor Eric Sprott, have reaffirmed their commitment as key stakeholders.
- The funds will accelerate the development of the Chvaletice Manganese Project, bolster customer engagement efforts to secure additional offtake agreements, and support strategic investments and permitting activities.
Euro Manganese Announces Successful Financing Closure
Vancouver, BC – (ACN Newswire, May 28, 2025) – Euro Manganese Inc. (TSXV: EMN; ASX: EMN; FSE: E060) is pleased to confirm that, following shareholder approval at its Annual General and Special Meeting on May 15, 2025, it has finalized the previously announced financing package. This package comprises a C$9.8 million (A$10.8 million) private placement involving the issuance of common shares and CHESS Depositary Interests (CDIs), as well as a C$1.5 million (A$1.5 million) Share Purchase Plan (SPP) targeted at eligible existing shareholders. Additionally, the company has announced an option grant to directors, officers, employees, and consultants, detailed further below.
Leadership Comments and Strategic Outlook
Martina Blahova, CEO of Euro Manganese, expressed her enthusiasm: “We are encouraged by the robust backing from both our current investors and new participants, notably including Mr. Eric Sprott. The European Bank for Reconstruction and Development’s (EBRD) increased stake underscores its ongoing support for the Chvaletice Project. This financing milestone is pivotal, enabling us to reach key project milestones, expand our customer base, and advance permitting processes. We sincerely thank our shareholders for their continued confidence.”
Allocation of Funds and Project Advancement
The proceeds from this financing will be dedicated to advancing the Chvaletice Manganese Project, including efforts to secure additional offtake agreements, foster strategic partnerships, operate demonstration facilities, and facilitate market entry and regulatory approvals.
All terms outlined in this announcement align with previous disclosures dated March 6 and April 1, 2025, unless explicitly stated otherwise.
Details of the Private Placement
The private placement involved the issuance of 54,578,350 new securities, comprising:
- 39,671,662 common shares at C$0.18 each,
- 14,906,688 CDIs (each representing one common share) at A$0.195 each,
- 54,578,350 warrants exercisable at C$0.225 per share until November 28, 2026.
The total gross proceeds from this offering amount to approximately C$9.8 million (A$10.8 million). Notably, the placement included:
- 14,650,278 CDIs and warrants subscribed for under the lead manager-led portion of the placement;
- 39,463,331 common shares and warrants purchased directly by investors, including:
- 21,400,000 shares and warrants by EBRD (the “EBRD Subscription”),
- 16,666,666 shares and warrants by Mr. Eric Sprott via 2176423 Ontario Ltd.,
- 1,396,665 shares and warrants by other independent investors.
- Insider subscriptions by company management for 464,741 securities, including shares and warrants.
Given that the total securities issued exceeded thresholds requiring shareholder approval under ASX Listing Rule 7.1, the company obtained necessary approvals at the AGM. The participation of directors and management in the placement classifies this as a related-party transaction under Multilateral Instrument 61-101, with exemptions applied based on the size of their holdings relative to the company’s market capitalization.
Share Purchase Plan (SPP) Details
The oversubscribed SPP, conducted under a prospectus dated April 23, 2025, involved the issuance of 7,692,307 CDIs and warrants at A$0.195 each, raising approximately A$1.5 million (C$1.4 million). The company announced that the SPP was oversubscribed, and allocations were scaled back accordingly. Since the issuance exceeded the company’s capacity under ASX Rule 7.1, shareholder approval was secured at the AGM.
Broker and Additional Warrants
Canaccord Genuity (Australia) Limited and Foster Stockbroking Pty Ltd served as joint lead managers and bookrunners, with total fees of A$498,918 (about C$454,016). The company also issued 4,904,478 broker warrants to these firms, exercisable until May 28, 2027, at C$0.225 per share, representing 12% of securities issued in the placements.
Furthermore, in connection with amendments to the company’s Convertible Loan Royalty Agreement with Orion (OMRF BK LLC), 22,263,733 warrants were issued to Orion, exercisable until November 28, 2026, at C$0.225 per share. These warrants, along with broker warrants, exceeded the company’s capacity under ASX Rule 7.1, necessitating shareholder approval, which was obtained at the AGM.
Trading Restrictions and Regulatory Compliance
All securities issued or issuable under the financing are subject to a four-month statutory hold period expiring on September 29, 2025, and are subject to Canadian securities laws. Common shares issued upon warrant exercise will be listed on the TSX Venture Exchange (TSX-V), while CDIs will trade on the ASX. Warrants and related securities are not listed and cannot be traded until the expiry of the hold period.
Ownership Changes and Insider Disclosures
European Bank for Reconstruction and Development (EBRD)
EBRD acquired 21,400,000 units at C$0.18 each, totaling C$3,852,000. Prior to the placement, EBRD held 3,560,000 shares (4.42%), which increased to 24,960,000 shares (17.48%) post-transaction. Assuming full exercise of warrants and all securities, EBRD’s ownership could reach approximately 19.96%, with restrictions on exercising warrants that would push ownership above 19.99% without further approval.
EBRD’s investment underscores its strategic interest in supporting the company’s growth and the development of the European manganese supply chain.
Eric Sprott’s Investment
Mr. Sprott, through 2176423 Ontario Ltd., purchased 16,666,666 units at C$0.18, totaling C$3 million. Prior to this, Mr. Sprott did not hold any securities of the company. Post-acquisition, he owns approximately 11.7% of the company’s shares on a non-diluted basis and 20.9% if warrants are exercised. Mr. Sprott’s long-term investment reflects confidence in the company’s strategic direction and growth prospects.
Incentive and Management Compensation
The company granted stock options to key personnel, allowing the purchase of up to 7,020,000 common shares at CAD$0.19 per share over ten years. These options vest over a three-year period, with a portion vesting immediately to incentivize management to complete the financing successfully.
Leadership Transition
As previously announced, the company is in the process of appointing a new Chief Financial Officer (CFO). Until then, Martina Blahova will serve as interim CFO following the departure of Dean Larocque on May 30, 2025.
About Euro Manganese
Euro Manganese is focused on becoming a leading supplier of high-purity manganese for the electric vehicle (EV) battery industry. The company is advancing the Chvaletice Manganese Project in the Czech Republic, which uniquely reprocesses legacy tailings from a former mine, offering a sustainable and environmentally friendly source of manganese. The project is poised to become the EU’s primary manganese resource, supporting the continent’s transition to a low-carbon economy. Additionally, the company is exploring a potential battery-grade manganese production facility in Bécancour, Québec.
Euro Manganese is dual-listed on the TSX Venture Exchange and the ASX, emphasizing its commitment to global markets.
Forward-Looking Statements and Risk Factors
This release contains forward-looking statements regarding the company’s future plans, financing, and project development. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially. Factors include market conditions, regulatory approvals, project execution risks, and commodity price fluctuations. Investors are advised to conduct their own due diligence and consider the risk factors outlined in the company’s filings on SEDAR+.
Euro Manganese does not undertake any obligation to update forward-looking statements unless required by law.
For the official source of this announcement, visit: https://www.newsfilecorp.com/delivery/253771
