Ms. Martina Blahova reports

EURO MANGANESE CLOSES C$11.2 MILLION (A$12.3 MILLION) FINANCING

Following the approval by Euro Manganese Inc.'s shareholders at its annual general and special meeting held on May 15, 2025, the company has closed the previously announced financing package, which included: (a) a private placement of common shares and CHESS depositary interests in the capital of the company of $9.8-million (Canadian) (approximately $10.8-million (Australian)); and (b) a share purchase plan with certain eligible shareholders in the amount of $1.5-million (Australian) (approximately $1.4-million (Canadian)). The company also announces an option grant to certain directors, officers, employees and consultants as described below.

Martina Blahova, chief executive officer of Euro Manganese, commented: "We are extremely pleased with the strong support demonstrated by both our existing shareholders and new investors, including the notable participation of Mr. Eric Sprott. As Euro Manganese's largest shareholder, EBRD's investment reinforces its support and commitment to the Chvaletice project. This critical financing enables the company to pursue certain key milestones and advance project development. We thank shareholders for their ongoing support."

The net proceeds of the financing will be used to support continuing development of the Chvaletice manganese project, including customer engagements to secure additional offtake term sheets and strategic investments, for the operation of the demonstration plant, as needed, to market the company's product to potential customers, and to advance permitting.

All defined terms in this press release have the same meaning as set out in the press releases dated March 6, 2025, and April 1, 2025, unless such terms are otherwise defined herein.

Details of the placement

The placement consisted of the issuance of an aggregate of 54,578,350 new securities, composed of 39,671,662 new shares at a price of 18 Canadian cents per new share and 14,906,688 new CDIs (with each new CDI representing one new share) at a price of 19.5 Australian cents per new CDI, and 54,578,350 warrants for aggregate gross proceeds of $9.8-million (Canadian) (approximately $10.8-million (Australian)). Warrants issued in connection with the placement are exercisable any time prior to Nov. 28, 2026 (Vancouver), and have an exercise price of 22.5 Canadian cents per new security. Included in the placement were:

• 14,650,278 new CDIs and 14,650,278 warrants subscribed for under the placement led by the joint lead managers (as defined below);
• 39,463,331 new shares and 39,463,331 warrants subscribed for directly with the company, which included: (i) 21.4 million new shares and 21.4 million warrants subscribed for by European Bank for Reconstruction and Development; (ii) 16,666,666 new shares and 16,666,666 warrants subscribed for by Mr. Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by Mr. Sprott; and (iii) 1,396,665 new shares and 1,396,666 warrants subscribed for by other, non-related investors; and
• Subscriptions by directors of the company for 464,741 new securities (composed of 208,331 new shares and 256,410 new CDIs) and 464,741 warrants.

As the number of new securities and warrants issued under the placement led by the joint lead managers, pursuant to the EBRD subscription, and subscribed for directly with the company, exceeded the number of securities permitted to be issued without obtaining prior shareholder approval under listing Rule 7.1 of the Australian Securities Exchange, the company was required to seek shareholder approval. Similarly, the related-party subscriptions were subject to shareholder approval as required by ASX listing rules 10.11.1 and 10.11.4. Resolutions approving these issues were sought and received at the AGSM.

Since certain directors and management of the company participated in the placement, the placement is considered to be a related-party transaction subject to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying 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 placement by such directors and management does not exceed 25 per cent of the fair market value of the company's market capitalization, as calculated in accordance with MI 61-101.

Details of the share purchase plan

The SPP was conducted pursuant to a prospectus dated April 23, 2025, and was composed of 7,692,307 new CDIs at a price of 19.5 Australian cents per CDI and 7,692,307 warrants for aggregate gross proceeds of $1.5-million (Australian) (approximately $1.4-million (Canadian)). Warrants issued in connection with the SPP are exercisable any time prior to Nov. 28, 2026 (Vancouver), with an exercise price of 22.5 Canadian cents per new security.

As announced in the company's news release of May 15, 2025, the SPP was oversubscribed, and subscriptions were scaled back to the maximum aggregate amount permitted.

As the number of new CDIs and warrants issued under the SPP exceeded the company's placement capacity under ASX listing Rule 7.1, the company was required to seek shareholder approval, such approval having been received at the AGSM.

Broker fees and additional warrants

Canaccord Genuity (Australia) Ltd. and Foster Stockbroking Pty. Ltd. acted as joint lead managers and bookrunners for the financing. Aggregate fees payable in cash by the company to Canaccord Genuity and FSB in connection with the financing consisted of $498,918 (Australian) (approximately $454,016 (Canadian)).

In addition, the company also issued 4,904,478 broker warrants to Canaccord Genuity and FSB, 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. The broker warrants are exercisable any time prior to May 28, 2027 (Vancouver), with an exercise price of 22.5 Canadian cents per new security.

Additionally, as announced previously on March 6, 2025, and April 1, 2025, and in connection with an amendment to the company's convertible loan royalty agreement with OMRF (BK) LLC, the company has issued 22,263,733 warrants to purchase new securities to Orion, exercisable any time prior to Nov. 28, 2026 (Vancouver), with an exercise price of 22.5 Canadian cents per new security. Additional details about the CLRA are available in the news releases of the company dated Dec. 3, 2024, Nov. 29, 2023, and Nov. 27, 2023.

As the number of the broker warrants and additional warrants exceeded the company's placement capacity under ASX listing Rule 7.1, the company was required to seek shareholder approval, such approvals having been received at the AGSM.

Applicable hold periods

New shares issued or made issuable under the financing will not be permitted to be traded in or into Canada or through the facilities of the TSX Venture Exchange prior to a four-month-and-one-day statutory hold period expiring on Sept. 29, 2025 (Vancouver), and will be subject to legending requirements under Canadian securities laws. New shares will be listed on the TSX Venture Exchange and new CDIs listed on the Australian Securities Exchange. The warrants, broker warrants and additional warrants will not be listed. New CDIs will not be permitted to be exchanged for common shares and traded through the facilities of the TSX-V prior to the four-month-and-one-day statutory hold period expiring on Sept. 29, 2025 (Vancouver).

The warrants, broker warrants and additional warrants will not be listed. Common shares issued upon exercise of the warrants, broker warrants or additional warrants prior to Sept. 29, 2025 (Vancouver), are subject to the same restrictions noted above.

The warrants, broker warrants or additional warrants may not be traded in or into Canada prior to Sept. 29, 2025 (Vancouver), and will be subject to legending requirements under Canadian securities laws.

Early warning disclosure for European Bank for Reconstruction and Development

EBRD acquired the 21.4 million units pursuant to the placement at a price per unit of 18 Canadian cents for total consideration of $3,852,000 (Canadian).

Prior to the completion of the EBRD subscription, EBRD owned 3.56 million common shares, representing an ownership interest of 4.42 per cent of the issued and outstanding common shares of the company. On completion of the EBRD subscription, EBRD's ownership interest increased to 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 placement; (ii) all warrants issued under the SPP; 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 has 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.

EBRD acquired the new shares and warrants for investment purposes. Depending on market conditions and other factors, EBRD may from time to time acquire and/or dispose of securities of the company or continue to hold its current position.

To obtain a copy of the early warning report to be filed by EBRD in connection with this press release, please contact: Michael Zlobin at 44-207338-8981.

Early warning disclosure for Mr. Sprott

Mr. Sprott, through 2176423 Ontario, a corporation that is beneficially owned by him, acquired 16,666,666 units pursuant to the placement, at 18 Canadian cents per unit for total consideration of $3-million (Canadian). Prior to the placement, Mr. Sprott did not beneficially own or control any securities of the company. As a result of the placement, Mr. Sprott now beneficially owns 16,666,666 shares and 16,666,666 warrants, representing approximately 11.7 per cent of the outstanding shares on a non-diluted basis and 20.9 per cent of the outstanding shares on a partially diluted basis assuming exercise of such warrants.

The securities are held for investment purposes. Mr. Sprott has a long-term view of the investment, and may acquire additional securities, including on the open market or through private acquisitions, or sell the securities, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of the early warning report with respect to the foregoing will appear on Euro Manganese's profile on SEDAR+ and may also be obtained by calling Mr. Sprott's office at 416-945-3294 (2176423 Ontario, 7 King St. East, Suite 1106, Toronto, Ont., M5C 3C5).

Option grant

The company today also granted stock options to certain of its directors, officers, employees and consultants to purchase up to an aggregate of 7.02 million common shares. Of these, 1.33 million options have been granted to directors, 2.53 million options have been granted to officers and 3.16 million options have been granted to employees and consultants. The options are exercisable for a term of 10 years at an exercise price of 19 Canadian cents per share. All of the options will vest one-third immediately and then one-third on each of the first and second anniversaries of today's date of grant, except that 1.65 million of the options granted to certain officers, employees and consultants will all vest immediately in recognition of such individuals work in managing the successful completion of the oversubscribed financing.

Interim chief financial officer

As announced earlier this month, the company will be appointing a new chief financial officer in the coming weeks. Until such time, following the departure of Dean Larocque as CFO on May 30, 2025, Ms. Blahova will serve as interim CFO.

About Euro Manganese Inc.

Euro Manganese is a battery material 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 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 Venture Exchange and the Australian Securities Exchange.

We seek Safe Harbor.