12:24:18 EST Tue 16 Dec 2025
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Cavalry Capital receives conditional TSX-V OK for QT

2025-12-15 20:02 ET - News Release

Mr. Brandon Bonifacio reports

CAVALRY CAPITAL CORP. ANNOUNCES CONDITIONAL TSXV ACCEPTANCE AND FILING OF FILING STATEMENT FOR QUALIFYING TRANSACTION

Cavalry Capital Corp. has received conditional acceptance of the TSX Venture Exchange to close its business combination with Advanced Energy Fuels Inc., as previously announced by Cavalry on May 16, 2025, and July 29, 2025. The transaction will constitute the qualifying transaction of Cavalry, as such a term is defined in Policy 2.4, Capital Pool Companies, of the TSX-V.

Cavalry and Advanced Energy anticipate closing the transaction on or before Dec. 31, 2025.

In connection with the transaction, the company has filed, on SEDAR+ under the profile of the company, the filing statement dated Dec. 12, 2025, and a technical report on the South Woodie Woodie manganese project, located in the Pilbara region of Western Australia, with an effective date of Aug. 15, 2025. Investors are encouraged to review the filing statement on SEDAR+, which provides detailed information about the transaction, the company, Advanced Energy and the resulting issuer of the transaction, including financial statements of Advanced Energy, Edge Minerals Pty. Ltd. and Bellpiper Pty. Ltd., and pro forma financial statements of the resulting issuer. The attached table sets out summary financial information for Advanced Energy, summarized from the audited financial statements for Advanced Energy's fiscal year ended Dec. 31, 2024, and from the unaudited financial statements for the nine-month period ended Sept. 30, 2025. This summary financial information should only be read in conjunction with Advanced Energy's financial statements, including the notes thereto, included as Appendix 3 to the filing statement.

Concurrently with the completion of the transaction, it is anticipated that the name of Cavalry will be changed to AE Fuels Corp. and Cavalry will complete a consolidation of its outstanding share capital on the basis of one postconsolidation Calvary common share for 1.66 preconsolidation Cavalry common shares. The transaction is subject to the final approval of the TSX-V. Following the completion of the transaction, the board of directors of the resulting issuer is anticipated to be reconstituted to consist of the following five directors: Gary Lewis, Melissa Sanderson, Mitchell Smith, Derek Marshall and Brandon Bonifacio. The officers of the resulting issuer are expected to be: Mr. Lewis as chief executive officer and president, Ms. Sanderson as chair, and Jack Cartmel as chief financial officer and corporate secretary. Biographies of the proposed directors and officers are presented below.

Gary L. Lewis, CEO and president, and director

Mr. Lewis is an executive with over 30 years of experience in capital markets, business and strategy development. Mr. Lewis founded, invested and operated resource projects or assets valued at more than $400-million (U.S.), including the acquisition and ultimate sell-down or listing of high-value, multicommodity resource projects in Australia, the United Kingdom, Southeast Asia, Central Asia and the Americas. Mr. Lewis has a background in the pharmaceutical and food industries, and has worked in natural resources since 2006. He was the founder and managing director of Australian-listed Robust Resources Ltd., and more recently was the founder and CEO of TSX-V-listed Electric Metals (USA) Ltd. Mr. Lewis holds a bachelor of commerce and master of business and technology from the University of New South Wales, Australia.

Jack Cartmel, CFO and corporate secretary

Mr. Cartmel is a chartered professional accountant with over 20 years of experience in the mining industry, as well as extensive experience in mergers and acquisitions, public and prospectus offerings, public company accounting and disclosure, as well as financial and risk management. Previously Mr. Cartmel was the CFO of Battery Mineral Resources Corp., which is listed on the TSX Venture Exchange and is a battery minerals exploration company with a copper-producing asset in Chile. Mr. Cartmel was also CFO of Resource Capital Gold Corp. and Altair Resources Inc. Prior to his c-suite experience, he was a senior manager of financial reporting and internal audit for Monument Mining Ltd., a mid-sized gold producer in Asia listed on the Toronto Stock Exchange. He has also worked as manager of finance for White Tiger Gold Ltd. (formerly Century Mining Corp.), a mid-sized gold producer. Mr. Cartmel obtained chartered accountant designation from the Chartered Accountant School of Business and obtained a bachelor of business administration degree from Capilano University.

Melissa "Mel" Sanderson, director

Ms. Sanderson is a globally recognized leader in geopolitics and ESG (environmental, social and governance) strategies with over 40 years of experience across diplomacy, mining and corporate governance. A former U.S. diplomat, Ms. Sanderson's distinguished career in the U.S. Foreign Service (1985 to 2006) included key roles in conflict resolution and strategic negotiations in Africa, Europe and Latin America. She was instrumental in restoring United States-Democratic Republic of the Congo (DRC) relations and guiding the DRC through its first democratic elections. In the private sector, Ms. Sanderson held senior roles at Freeport-McMoRan Inc., leading global government relations and sustainable development initiatives. In 2020, she founded Mel Sanderson Consulting LLC, advising major corporations such as Rio Tinto Group on ESG and sustainability strategies. Her work focuses on integrating cultural understanding and DEI (diversity, equity and inclusion) principles into corporate governance. Ms. Sanderson currently serves as co-chair of the Critical Minerals Institute (CMI), where she leads efforts to drive innovation and sustainability in the critical minerals sector. She is also a director at CVMR (a major privately held company) and American Rare Earths Ltd., where she played a key role in expanding the company's profile in North America, particularly in the renewable energy and defence sectors. A sought-after speaker, Ms. Sanderson will be speaking at several events, including the Financial Times Mining Summit (London, October, 2025), the Rueuters Energy Summit (New York, December, 2025) and the Future Minerals Forum 2026 (Riyadh, January, 2026), further solidifying her leadership in the global critical minerals sector.

Mitchell Smith, director

Mr. Smith is a seasoned finance professional with over 15 years of entrepreneurship, executive leadership and capital markets experience. In addition to his command in accessing capital markets, he has extensive hands-on experience as a key stakeholder, management and board member for private and public resource companies. Mr. Smith's considerable board and executive leadership experience, together with his extensive sectoral expertise in battery and energy technology, has positioned him as a recognized global voice on critical mineral supply chain security. He is a partner, metals and mining, at Moneta Securities, a boutique investment bank headquartered in Vancouver, Canada, and sits as a founder/director/board member for a number of private and public companies in Canada and the United Kingdom. Mr. Smith is also a director for the Battery Metals Association of Canada, a not-for-profit organization acting as a voice for Canada's role in the growing battery supply chain sector.

Derek Marshall, BSc (honours, geology), director

Mr. Marshall is an exploration geologist and company executive with nearly two decades of continuous industry experience across Australia and Greenland. Based in Perth, Western Australia, Mr. Marshall brings a strong technical foundation in mineral discovery, project development and JORC (2012) compliance, supported by hands-on experience from greenfields exploration through to feasibility-level studies. He is currently CEO of Trek Metals Ltd., an Australian mineral exploration company with a portfolio of gold and base metal assets. Under his leadership, Trek advanced and subsequently vended the South Woodie Woodie manganese project into AEFI, establishing a strategic relationship between the two companies. Prior to Trek, Mr. Marshall held senior geological and managerial positions with Newcrest Mining, Buxton Resources and Ironbark Zinc, where he led multidisciplinary teams and delivered several resource milestones, including the maiden Havieron Au-Cu (gold-copper) resource. A competent person under the JORC code (2012) and a member of the Australian Institute of Geoscientists (MAIG), Mr. Marshall also holds the graduate of the Australian Institute of Company Directors (GAICD) qualification.

Brandon Bonifacio, director

Mr. Bonifacio has been CEO of Cavalry since April 20, 2021, and a director of Cavalry since April 20, 2021. Mr. Bonifacio is a mining executive with over 15 years of experience in project development, mergers and acquisitions, and project evaluations. Mr. Bonifacio is currently the president and CEO of NevGold Corp.; previously, he was the finance director of the Norte Abierto joint venture (Cerro Casale/Caspiche) in the Maricunga region, Chile, and a member of the corporate development team at Goldcorp Inc. (now Newmont Corp.). Mr. Bonifacio holds an MASc, mining engineering, and MBA from the University of Nevada, Reno, and a bachelor of commerce, finance, from the University of British Columbia.

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