NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
American Manganese Inc. (“American Manganese” or the “Company”), (TSX.V: AMY; Pink Sheets: AMYZF), is pleased to announce that it has entered into a financing agreement pursuant to which Laurentian Bank Securities Inc. (“LBS” or the “Underwriter”), has agreed to purchase, on a bought deal private placement basis, 7,200,000 Units of the Company at a price of $0.70 per unit (the “Issue price”) for total gross proceeds of $5,040,000 (the “Offering”).
Each Unit consists of one Common Share of the Company (each a “Common Share”) and one-half of one Common Share purchase Warrant (each whole warrant a “Warrant”). Each Warrant entitles the holder to purchase one common share at a price of $0.90 per share for eighteen months from the date of issue.
The Company has also granted LBS an option to purchase up to an additional 7,200,000 Units, under the same terms and conditions (the “Underwriter’s Option”). The Underwriter’s Option is exercisable at any time up to 48 hours prior to the closing date.
The net proceeds from the Offering will be used by the Company for advancing the pre-feasibility study and pilot plant testing; to increase the drilling program; to further the environmental studies and for general working capital.
Upon closing of the Offering, the Company will pay the Underwriter a cash commission equal to 8% of the gross proceeds of the Units sold and will issue LBS non-transferable warrants (the “Compensation Options”) equal to 8% of the Units sold. Each Compensation Option will entitle the Underwriter to purchase one common share of the company at a price of CDN$0.70 per common share for a period of 24 months from the closing date.
The closing of the Offering is expected to occur on or about March 8, 2011 and is subject to receipt of all necessary regulatory approvals including that of the TSX Venture Exchange. The securities issued in the context of the Offering will be subject to a hold period of four months and one day.
This news release does not constitute an offer to sell or a solicitation of an offer to buy 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 an exemption from such registration is available.
About American Manganese Inc.
American Manganese Inc. is a diversified specialty and critical metal Company focusing on potentially becoming the lowest cost producer of electrolytic manganese from its Arizona Manganese Project.
On behalf of Management
AMERICAN MANGANESE INC.
Larry W. Reaugh
President and Chief Executive Officer