Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one transferable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share at a price per Common Share of $0.48 for a period of 24 months following the date of closing of the Offering. In addition, the Company has granted the Agents an over-allotment option (the “Option”) to increase the size of the Offering by 15% on the same terms. The Option may be exercised in whole or in part, at any time up to the date which is 30 days from the closing date of the Offering. The Company has agreed to pay the Agent an 8% cash commission as well as compensation options entitling the Agent to purchase that number of Units of the Company that is equal to 8% of the aggregate number of Units sold under the Offering at an exercise price of $0.32 per Unit for a period of 24 months following the closing date of the Offering.
The closing of the Offering is expected to occur on or about May 14, 2010.
The net proceeds from the sale of the Units will be used for advancing the pre-feasibility study on the Company’s Arizona Manganese Project, including diamond drilling and metallurgical testing.
The Offering is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
The Units have not been, nor will they be registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States, or to or for the account or benefit of U.S. persons without registration or pursuant to an applicable exemption from the U.S. Registration requirements.
This press release does not constitute an offer to sell, nor is it a solicitation of an offer to buy securities.
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
Further information on this financing and a copy of the preliminary short form prospectus can be obtained from:
Head of Institutional Sales and Trading
Pope & Company Limited
15 Duncan Street, Toronto, ON M5H 3P9