Manning Ventures Inc. (CNSX:MANN) entered into an assignment and assumption agreement to acquire Pow Claims from Shawn Ryan, Isaac Fage and Wildwood Exploration Inc. on July 13, 2023. As consideration for the Pow Claims, the Company has agreed to: (i) pay a cash fee of CAD125,000 to Wildwood; and (ii) issue to Ryan and Fage, an aggregate of 2,000,000 common shares in the capital of the Company. The Pow Consideration Shares will be subject to voluntary escrow conditions pursuant to which: (i) 1/3 of the Pow Consideration Shares will be released from escrow on the date that is 4 months and a day after the date on which the Company acquires the Pow Claims; (ii) 1/3 of the Pow Consideration Shares will be released from escrow on the date that 8 months after the Pow Closing Date; and (iii) 1/3 of the Pow Consideration Shares will be released from escrow on the date that is 12 months after the Pow Closing Date.

Additionally, the Company will grant to Ryan, a one percent net smelter return royalty on the Pow Claims.