Ms. Martina Blahova reports

EURO MANGANESE ANNOUNCES UPSIZE TO PREVIOUSLY ANNOUNCED FINANCING OF UP TO C$11.2M (A$12.3M) INCLUDING A PRIVATE PLACEMENT WITH ERIC SPROTT

Due to strong investor demand, the previously announced financing on March 6, 2025, including a placement in Euro Manganese Inc. of common shares and CHESS depositary interests (CDIs), has been upsized to up to $9.8-million (Canadian) (approximately $10.8-million (Australian)) and the condition to raise $8-million (Canadian) has been met. Proceeds will be used to support continuing development of the Chvaletice manganese project and customer engagements to secure additional offtake term sheets and strategic investments.

All defined terms in this news release have the same meaning as set out in the March 6, 2025, news release, unless such terms are otherwise defined herein.

Euro Manganese is pleased to report that Eric Sprott, through 2176423 Ontario Ltd., a corporation that is beneficially owned by him, has agreed to subscribe for 16,666,666 (preconsolidation -- 83,333,330) new securities for an investment of $3.0-million (Canadian) (approximately $3.3-million (Canadian)). The European Bank for Reconstruction and Development (EBRD) has increased its investment to approximately $3.9-million (Canadian) (approximately $4.2-million (Australian)). Additionally, the company is reducing the previously announced share purchase plan (SPP) amount to up to $1.5-million (Australian) (approximately $1.4-million (Canadian)), subject to receiving regulatory approval from the TSX Venture Exchange for the amount of units that form part of the SPP under the equity raising (defined below).

As previously announced on March 6, 2025, and March 31, 2025, the company undertook a consolidation of its existing securities, including all shares represented by CDIs on the Australian Securities Exchange, at a ratio of one postconsolidation share for five preconsolidation shares. Subscriptions for all new securities in the equity raising will be completed on a postconsolidation basis. For the avoidance of doubt, all references to new securities, warrants, broker warrants, additional warrants, and all per-share or per-CDI dollar figures in this news release are on a postconsolidation basis, unless otherwise noted.

Martina Blahova, interim chief executive officer of Euro Manganese, commented:

"We are extremely pleased with the robust support demonstrated by both our existing shareholders and new investors, including the notable participation of Mr. Eric Sprott. This strong response, alongside the continued support from EBRD and Orion, underscores the strategic significance of the Chvaletice manganese project to Europe's critical minerals independence and supply chain security, a conviction further reinforced by the recent designation of the Chvaletice manganese deposit as a strategic deposit by the government of the Czech Republic and the project's recognition as a strategic project under the EU's Critical Raw Materials Act."

Details of the placement and the SPP

The company has rescheduled the date of its annual and special general meeting (ASGM) from April 22, 2025, to May 15, 2025, where shareholders will be asked to approve the issuance of new securities and warrants to be issued under the placement and the SPP. The company will file a management information circular in connection with the ASGM in due course in accordance with applicable securities laws. The equity raising, and all terms related thereto, remain subject to the approval of the TSX Venture Exchange.

Details of the placement

The placement consists of an aggregate of 54,578,350 (preconsolidation -- 272,891,772) new securities (comprising 39,671,662 (preconsolidation -- 198,358,310) new shares and 14,906,688 (preconsolidation -- 74,533,462) new CDIs) and 54,578,350 (preconsolidation -- 272,891,772) warrants, for aggregate gross proceeds of $9.8-million (Canadian) (approximately $10.8-million (Australian)), which will be subject to shareholder approval as required by listing rules 7.1, 10.11.1 and 10.11.4 of the ASX to be sought at the ASGM. Warrants issued in connection with the placement will be exercisable any time prior to the date that is 18 months from the closing of the placement and have an exercise price of 22.5 Canadian cents (preconsolidation -- 4.5 Canadian cents) per new security.

Included in the placement are:

1. Subscriptions are to be issued in excess of the number permitted under ASX listing Rule 7.1, which includes:
   • 14,650,278 (preconsolidation -- 73,251,410) new CDIs and 14,650,278 (preconsolidation -- 73,251,410) warrants subscribed for under the placement led by the joint lead managers (as defined below) for aggregate gross proceeds of $2.9-million (Australian) (approximately $2.6-million (Canadian));
   • 21.4 million (preconsolidation -- 107 million) new shares and 21.4 million (preconsolidation -- 107 million) warrants subscribed for by EBRD for gross proceeds of $3.9-million (Canadian) (approximately $4.2-million (Australian));
   • 18,063,331 (preconsolidation -- 90,316,655) new shares and 18,063,331 (preconsolidation -- 90,316,655) warrants subscribed for directly with the company for gross proceeds of $3.3-million (Canadian) (approximately $3.6-million (Australian)), which include 16,666,666 (preconsolidation -- 83,333,330) new shares and 16,666,666 (preconsolidation -- 83,333,330) warrants subscribed for by Mr. Sprott, through 2176423 Ontario, a corporation that is beneficially owned by him, for gross proceeds of $3.0-million (Canadian) (approximately $3.3-million (Australian));
2. Subscriptions by related parties of the company (consisting of directors of the company and companies controlled by directors of the company) for 464,741 (preconsolidation -- 2,323,707) new securities (comprising 208,331 (preconsolidation -- 1,041,655) new shares and 256,410 (preconsolidaton -- 1,282,052) new CDIs) and 464,741 (preconsolidation -- 2,323,707) warrants for gross proceeds of $83,000 (Canadian) (approximately $91,200 (Australian)), which are subject to approval by the company's shareholders as required by ASX listing rules 10.11.1 and 10.11.4.

Since certain directors and management of the company are expected to participate in the related party subscription, the conditional placement is expected to be a related party transaction subject to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the conditional placement by such directors and management is not expected to exceed 25 per cent of the fair market value of the company's market capitalization, as calculated in accordance with MI 61-101.

Updated details of the share purchase plan

Details of the SPP were announced on March 6, 2025. The SPP will be reduced to up to $1.5-million (Australian) (approximately $1.4-million (Canadian)), subject to receiving regulatory approval from the TSX-V for the units that comprise the SPP under the equity raising. The SPP will include 7,692,307 (preconsolidation -- 38,461,535) new CDIs and 7,692,307 (preconsolidation -- 38,461,535) warrants, exercisable any time prior to the date that is 18 months from the date of issue of the warrants, with an exercise price of 22.5 Canadian cents (preconsolidation -- 4.5 Canadian cents) per new security. Orion has agreed to fill any shortfall under the SPP (at the equity raising price) up to a maximum of $1.5-million (Australian). The new CDIs and warrants issued under the SPP will also be subject to shareholder approval at the ASGM under ASX listing Rule 7.1. The record date for the SPP remains the same as disclosed on March 6, 2025, and the rest of the indicative timetable has changed as set out in this news release.

The company retains the right to accept applications for the SPP (in whole or part) at its absolute discretion (subject to applicable law including compliance with the ASX listing rules). The company may also cancel the SPP if the company's board of directors determines it is in the best interest of the company, after considering the final amount of units approved by the TSX-V for the equity raising.

European Bank for Reconstruction and Development

With Mr. Sprott's subscription, the company has now successfully secured additional financing that will satisfy the EBRD condition that the company raise at least $8-million (Canadian) ($8.8-million (Australian)), assuming the company receives shareholder approval at the ASGM. EBRD has increased its subscription to $3,852,000 (Canadian) (approximately $4.2-million (Australian)) given the upsizing of the equity raising. Prior to the completion of the EBRD subscription, EBRD owns 3.56 million common shares, representing an ownership interest of 4.42 per cent of the issued and outstanding common shares. On completion of the EBRD subscription, EBRD's ownership interest will be, in aggregate (including the common shares it currently owns,) 24.96 million common shares, representing an ownership interest of 17.48 per cent of the issued and outstanding common shares, and an increase of 13.06 per cent. Assuming the exercise by EBRD of all its warrants, and assuming the exercise of: (i) all warrants issued under the equity raising; (ii) all warrants issued under the SPP subscription; and (iii) all additional warrants, EBRD's ownership interest will be in aggregate 46.36 million common shares, representing an aggregate beneficial ownership interest of 19.96 per cent of the issued and outstanding shares, and an increase of 15.54 per cent. EBRD has agreed, pursuant to the terms of the warrants issued to EBRD, that for so long as the company is listed on the TSX-V, unless approval from the TSX-V and disinterested shareholders of the company have been obtained pursuant to the policies of the TSX-V (provided that such approval is required at the relevant time), EBRD will not be permitted to exercise such number of warrants that would result in it beneficially owning more than 19.99 per cent of the outstanding common shares of the company.

Broker fees and additional warrants

Canaccord Genuity (Australia) Ltd. and Foster Stockbroking Pty. Ltd. (FSB) are acting as joint lead managers and bookrunners for the equity raising. Aggregate fees payable in cash by the company to Canaccord Genuity and FSB in connection with the placement and the SPP will be 6 per cent of the aggregate gross proceeds from the placement and SPP to a cap of $8-million (Canadian) ($8.8-million (Australian)).

Additionally, Canaccord Genuity and FSB will be issued 4,904,478 (preconsolidation -- 24,522,396) broker warrants, representing 12 per cent of the aggregate number of new securities issued under the placement and the SPP, excluding those issued pursuant to the EBRD subscription, exercisable any time prior to the date that is 24 months from the date of issue of the broker warrants, with an exercise price of 22.5 Canadian cents (preconsolidation -- 4.5 Canadian cents) per new security. As the number of broker warrants, together with the new securities and warrants to be issued under the placement, exceeds the maximum number of securities that can be issued by the company under ASX listing Rule 7.1, this issuance will also be subject to approval by the company's shareholders at the ASGM.

Additionally, as announced previously on Dec. 3, 2024, the company agreed, subject to receipt of TSX-V approval, to issue to Orion 22,263,733 (preconsolidation -- 111,318,665) warrants to purchase shares, exercisable any time prior to the date that is 18 months from the closing of the placement, with an exercise price of 22.5 Canadian cents (preconsolidation -- 4.5 Canadian cents) per new security. As the number of the additional warrants exceeds the maximum number of securities that can be issued by the company under ASX listing Rule 7.1, this issuance will also be subject to approval by the company's shareholders at the ASGM.

Applicable hold periods

New shares issued or made issuable will not be permitted to be traded in or into Canada or through TSX-V for four months and one day following completion and will be subject to legending requirements under Canadian securities laws. New shares will be listed on the TSX-V and new CDIs listed on the ASX. Warrants will not be listed. New CDIs will not be permitted to be exchanged for common shares and traded on the TSX-V for four months and one day from their date of issue.

Common shares issued upon exercise of the warrants, broker warrants or additional warrants during the four-month period and one day after their respective date of issue are subject to the same restrictions noted above.

The warrants, broker warrants or additional warrants may not be traded in or into Canada for four months and one day following completion, and will be subject to legending requirements under Canadian securities laws.

Updated indicative equity raising timetable

The indicative timetable assumes a $1.5-million (Australian) SPP and is subject to the company receiving TSX-V approval for the amount of units that form part of the SPP under the equity raising.

About Euro Manganese Inc.

Euro Manganese is a battery materials company focused on becoming a leading producer of high-purity manganese for the electric vehicle industry. The company is advancing development of the Chvaletice manganese project in the Czech Republic and exploring an early-stage opportunity to produce battery-grade manganese products in Becancour, Que.

The Chvaletice project is a unique waste-to-value recycling and remediation opportunity involving reprocessing old tailings from a decommissioned mine. It is also the only sizable resource of manganese in the European Union, strategically positioning the company to provide battery supply chains with critical raw materials to support the global shift to a circular, low-carbon economy.

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

We seek Safe Harbor.