Mr. Mike Garbutt reports
CLEAN AIR METALS AND FIORE-BACKED SPRINGBOK VENTURES ANNOUNCE UPSIZE OF NON-BROKERED PRIVATE PLACEMENT
Further to the joint news release dated Aug. 1, 2026, due to strong market demand, Clean Air Metals Inc. and Springbok Ventures Inc. have agreed to increase the size of the previously announced non-brokered private placement of subscription receipts to $6.1-million, as follows:
- 10 million subscription receipts of Springbok at a price of 50 cents per Springbok subscription receipt; and
- Two million subscription receipts of Clean Air Metals at a price of 55 cents per Clean Air Metals subscription receipt.
Each Springbok subscription receipt will, subject to satisfaction or waiver of certain escrow release conditions, automatically convert in accordance with its terms into that number of common shares of Springbok equal to the quotient obtained when 10 is divided by nine immediately prior to the effective time of the amalgamation (defined below). Each Clean Air Metals subscription receipt will, subject to satisfaction or waiver of certain escrow release conditions, automatically convert in accordance with its terms into one flow-through eligible common share of Clean Air Metals immediately prior to the effective time of the amalgamation. Pursuant to the proposed transaction (defined below), each Springbok share issued pursuant to the subscription receipts will be exchanged for nine-10ths (0.9) of a resulting issuer share at the effective time of the amalgamation.
The offering is being completed in connection with the amalgamation agreement dated July 31, 2026, entered into among Clean Air Metals, 1602037 B.C. Ltd. (Newco), a wholly owned subsidiary of Clean Air Metals, and Springbok to complete a business combination that will create a well-capitalized critical mineral company focused on advancing Clean Air Metals' flagship Thunder Bay North critical mineral project in Northwestern Ontario, Canada, as well as continuing exploration efforts with Springbok's Maude Lake property located in Northwestern Ontario, Canada. Pursuant to the terms of the amalgamation agreement, the amalgamation will be completed by way of a three-cornered amalgamation pursuant to which Springbok and Newco will amalgamate under the statutory provisions of the Business Corporations Act (British Columbia) and continue as Amalco, a wholly owned subsidiary of Clean Air Metals, and former shareholders of Springbok will become shareholders of Clean Air Metals, being the resulting issuer after giving effect to the proposed transaction. Please refer to the joint news release dated Aug. 1, 2026, for more information on the proposed transaction.
All funds raised in the offering will be held in escrow and released to the resulting issuer only upon closing of the proposed transaction. A finder's fee may be payable on all or a portion of the offering in accordance with the policies of the TSX Venture Exchange.
It is anticipated that the resulting issuer will use the net proceeds from the offering to advance project activities and exploration and evaluate strategic development alternatives. By expanding the asset portfolio through disciplined acquisitions and exploration opportunities, the resulting issuer intends to become a premier Canadian critical mineral development company capable of supplying platinum group metals, copper and nickel to North American markets. Upon completion of the proposed transaction, the Fiore Group will be paid a 1.0-per-cent administrative success fee.
The proposed transaction and the offering are subject to the approval of the TSX Venture Exchange.
About Springbok Ventures Inc.
Springbok Ventures is an unlisted reporting issuer mineral exploration company backed by the Fiore Group, a mine-building organization with a proven record of discovering, financing and developing successful mining companies globally. Springbok's principal asset is its interest in the Maude Lake property, located approximately 14 kilometres north of Schreiber, Ont., consisting of 95 contiguous mining claims covering approximately 2,017 hectares. The property hosts nickel-copper-platinum-group-element sulphide mineralization associated with the historical Nicopor occurrence, and has been the subject of extensive geological, geophysical and drilling programs that have identified multiple high-priority exploration targets with significant discovery potential.
About Clean Air Metals Inc.
Clean Air Metals is a development and exploration company advancing its flagship 100-per-cent-owned Thunder Bay North critical mineral project, 40 kilometres northeast of Thunder Bay, Ont., Canada. The TBN project, accessible by road and next to established infrastructure, hosts two deposits -- the Current and Escape deposits, only 2.5 kilometres apart. Together, the deposits host a 14.9 million tonnes indicated mineral resource grading 2.66 grams per tonne platinum plus palladium, 0.40 per cent copper and 0.24 per cent nickel (National Instrument 43-101 preliminary economic assessment technical report, Thunder Bay North project, Ontario, Canada, SLR Consulting Canada Ltd., Nov. 21, 2025) with significant potential for expansion down plunge.
One of the rare primary platinum resources outside of South Africa, the TBN project is in a stable and mining-friendly jurisdiction, and benefits from long-standing relationships with local first nations. The TBN project has the potential to develop into a secure source of rare platinum metals, as well as other critical metals such as copper, nickel and cobalt for the North American manufacturing sector. Continuing concerns over future platinum supply are driving prices to historic highs, with obvious benefits for a future TBN mining operation. With its proven technical team, Clean Air Metals is committed to advancing the TBN project and creating long-term value for shareholders.
Social engagement
Both Clean Air Metals and Springbok acknowledge that the Thunder Bay North critical mineral project is located within the area encompassed by the Robinson-Superior Treaty of 1850 and includes the territories of the Fort William First Nation, Red Rock Indian Band, Biinjitiwaabik Zaaging Anishinabek and Kiashke Zaaging Anishinaabek.
It further acknowledges that the Maude Lake property is also located within the Robinson-Superior Treaty of 1850 area. This includes the territories of Pays Plat First Nation, Fort William First Nation, and Biinjitiwaabik Zaaging Anishinaabek, Kiashke Zaaging Anishinaabek, Bingwi Neyaashi Anishinaabek and Long Lake 58 first nations. Both companies also acknowledge the important history of the Metis Nation of Ontario, Region 2, and the Red Sky Metis Independent Nation.
The company appreciates the opportunity to work in these territories and remains committed to the recognition and respect of those who have lived, travelled and gathered on the lands since time immemorial. It is committed to stewarding indigenous heritage and to building, fostering and encouraging a respectful relationship with first nations, Metis and Inuit peoples, based upon principles of mutual trust, respect, reciprocity and collaboration, in the spirit of reconciliation.
We seek Safe Harbor.
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