00:52:34 EST Sun 08 Feb 2026
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Cavalry closes $2.74M subscription receipt financing

2025-11-21 00:08 ET - News Release

Mr. Brandon Bonifacio reports

CAVALRY CAPITAL CORP. ANNOUNCES CLOSING OF OVERSUBSCRIBED SUBSCRIPTION RECEIPT FINANCING

Further to its press release dated Sept. 10, 2025, Cavalry Capital Corp. has closed its non-brokered private placement of subscription receipts on an oversubscribed basis. Cavalry issued an aggregate of 10,960,468 subscription receipts at a price of 25 cents per subscription receipt for gross proceeds of $2,740,117. Each subscription receipt will, upon satisfaction of certain escrow release conditions, be converted into one unit, each of which comprises one postconsolidation (as defined below) Cavalry common share and one-half of one common share purchase warrant. Each Cavalry warrant will be exercisable for a period of 24 months from the escrow release date of the subscription receipts to purchase one postconsolidation Cavalry common share at an exercise price of 35 cents per share.

Gary Lewis, executive director of Advanced Energy Fuels Inc., said: "We are pleased to announce the successful closing of the Cavalry private placement, with the funds raised to be strategically deployed to support the completion of the prefeasibility study at the South Woodie Woodie manganese project in the Pilbara region of Western Australia. We are grateful for the overwhelming support from our existing shareholders and welcome new investors to the company."

Brandon Bonifacio, chief executive officer and president of Cavalry Capital, said, "We are extremely pleased with the strong interest shown by existing and new investors and look forward to working with the Advanced Energy team to realize the potential of their exciting critical mineral projects, upon completion of the transaction."

The proceeds of the private placement are being held in escrow by Computershare Trust Company of Canada, as subscription receipt agent, pursuant to the terms of a subscription receipt agreement entered into with the company dated Nov. 20, 2025. The escrowed funds shall be released to the company upon the completion of certain escrow release conditions in connection with the transaction (as defined below). In the event that the escrow release conditions are not satisfied or waived by Dec. 31, 2025, or such later date as determined in accordance with the subscription receipt agreement or, if prior to such time, the company advises the subscription receipt agent that it does not intend to, or that it cannot, satisfy the escrow release conditions, then the outstanding subscription receipts shall be cancelled and terminated and the escrowed funds shall be returned to the subscribers of the subscription receipts.

In connection with the private placement, the company has agreed to pay aggregate cash finders' fees of $102,275 and grant an aggregate of 409,100 non-transferable finder warrants of the company to arm's-length finders of the company. Each finder warrant entitles the holder thereof to purchase one postconsolidation common share of Cavalry at an exercise price of 35 cents per share, for a period of 24 months from the escrow release date of the subscription receipts. A total of $30,875 of the cash finders' fees were paid and 123,500 finder warrants were issued on closing of the private placement, with the remainder to be settled upon the escrow release date of the subscription receipts.

The securities issued in connection with the private placement are subject to a four-month hold period expiring on March 21, 2026, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

The completion of the private placement was a condition to the closing of its business combination with Advanced Energy Fuels, as previously announced by Cavalry on May 16, 2025, and July 29, 2025. Cavalry and Advanced Energy intend to use the proceeds of the private placement to advance the South Woodie Woodie manganese (SWWM) project located in the Pilbara region of Western Australia, with the intention of advancing a prefeasibility study on the SWWM project. In connection with the transaction, Cavalry will complete a consolidation of its outstanding share capital on the basis of 1.66 preconsolidation Cavalry common shares for each postconsolidation Cavalry common share, and the subscribers of the private placement will receive postconsolidation securities of Cavalry upon conversion of the subscription receipts. The transaction is intended to constitute the qualifying transaction of Cavalry, as such a term is defined in Policy 2.4, Capital Pool Companies, of the TSX-V. The transaction, the consolidation and the private placement are subject to the approval of the TSX-V. For further information on the transaction, see the company's press release dated July 29, 2025.

We seek Safe Harbor.

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