Clean Air Metals Raises C$6.2 Million in Private Placement

Clean Air Metals Inc. has announced the successful closing of a non-brokered private placement, raising approximately C$6.2 million. The offering involved the issuance of 10,050,000 non-flow-through subscription receipts at C$0.50 each and 2,090,909 flow-through subscription receipts at C$0.55 each. This financing is part of a broader business combination with Springbok Ventures Inc., a company backed by the Fiore Group, aimed at creating a well-capitalized critical minerals company focused on advancing the Thunder Bay North Critical Minerals Project in northwestern Ontario.

The transaction is structured through an amalgamation agreement dated July 31, 2026, between Clean Air Metals, its wholly owned subsidiary Newco, and Springbok. The amalgamation, expected to be completed by way of a three-cornered amalgamation, will result in the creation of a new entity, Amalco, a wholly owned subsidiary of Clean Air Metals. Upon completion, former shareholders of Springbok will become shareholders of the Resulting Issuer, Clean Air Metals.

The gross proceeds from the private placement will be deposited into escrow pending the satisfaction of certain conditions, including the completion of the amalgamation and the delivery of an escrow release notice by December 31, 2026. Each non-flow-through subscription receipt will automatically convert into one common share of Clean Air Metals immediately prior to the effective time of the amalgamation, while each flow-through subscription receipt will entitle the holder to subscribe for one common share to be issued as a "flow-through" common share.

The private placement is subject to a statutory hold period expiring on January 23, 2027. Clean Air Metals plans to consolidate its outstanding common shares on a 10-for-1 basis, with the common shares issued upon conversion of the subscription receipts being issued on a post-consolidation basis.

The Resulting Issuer is expected to operate in the mineral exploration and development industry and will be a Tier 2 mining issuer. Clean Air Metals' flagship Thunder Bay North Critical Minerals Project, located 40 km northeast of Thunder Bay, Ontario, hosts two deposits, the Current and Escape deposits, only 2.5 km apart. Together, these deposits host a 14.9 Mt indicated mineral resource grading 2.66 g/t (Pt+Pd), 0.40% Cu, and 0.24% Ni.

The board of directors of the Resulting Issuer is expected to include Mike Garbutt as Chief Executive Officer and Kelsey Chin as Chief Financial Officer. The board will also feature John Mason, David Peck, Ranj Pillai, and Ryan Brown, each bringing extensive experience in their respective fields.

Mike Garbutt, CEO, has a 29-year career in mine operations, projects, and engineering, having served as Deputy General Manager at the Côté Gold Project and held senior technical and operating roles with Glencore. Kelsey Chin, CFO, brings over 20 years of experience in audit, finance, and accounting, having served as a director and executive officer for numerous publicly traded companies.

John Mason, a professional geoscientist with 49 years of experience, has served as Resident Geologist for Northwestern Ontario and held management positions at the Ontario Ministry of Northern Development and Mines. David Peck, a Professional Geoscientist with over 35 years of experience, is a recognized expert in the exploration for magmatic Platinum Group Metal and Nickel Copper Sulfide deposits. Ranj Pillai, former Premier of Yukon, brings extensive experience in government and private sector development. Ryan Brown, a mining engineer with 18 years of experience, is currently a partner with AGP Mining Consultants.

Upon completion of the transaction, the Resulting Issuer will be well-positioned to advance its critical minerals projects and continue exploration efforts, leveraging the combined expertise of its management team.