Strategic Transaction to Position Thunder Bay North for Development, Strengthen Capital Markets Profile and Create a New Critical Minerals Growth Platform
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Highlights
A strategic business combination with Springbok Ventures, a Fiore Group-backed company focused on critical minerals in Ontario
Creation of a growth-oriented critical minerals platform focused on domestic critical minerals in Canada with the ability to pursue future acquisitions and strategic opportunities
Minimum C$5 million concurrent financing of subscription receipts
Partnership with the Fiore Group, one of Canada's leading mining groups
Continued advancement of the Thunder Bay North Critical Minerals Project
Addition of the Maude Lake Property in Ontario as an exploration asset
THUNDER BAY, ON / ACCESS Newswire / July 31, 2026 / Clean Air Metals Inc. ("Clean Air Metals") (TSXV:AIR)(FRA:CKU)(OTCQB:CLRMF), 1602037 B.C. Ltd. ("Newco")., a wholly owned subsidiary of Clean Air Metals, and Springbok Ventures Inc., an unlisted reporting issuer ("Springbok"), are pleased to announce that they have entered into an amalgamation agreement dated July 31, 2026 (the "Amalgamation Agreement") to complete a business combination (the "Proposed Transaction") that will create a well-capitalized critical minerals company (the "Resulting Issuer") focused on advancing Clean Air Metals' flagship Thunder Bay North Critical Minerals Project (the "TBN Project") in northwestern Ontario, Canada, as well as continuing exploration efforts with Springbok's Maude Lake Property ("Maude Lake") located in northwestern Ontario, Canada. The Resulting Issuer will carry on the business of Clean Air Metals. The Proposed Transaction, including the Concurrent Offering (defined below), is subject to the customary closing conditions, including the approval of the TSX Venture Exchange ("TSXV") and the requisite approvals of the shareholders of each of Clean Air Metals and Springbok.
Strategic Rationale of the Proposed Transaction
The Proposed Transaction represents a strategic partnership with the Fiore Group, one of Canada's leading mine-building organizations with an established track record of discovering, financing, developing and creating shareholder value through publicly listed mining companies.
About the Fiore Group The Fiore Group is led by a team of highly experienced mining entrepreneurs and executives with a proven history of creating shareholder value through project discovery, development, financing and corporate transactions. Companies within the broader Fiore ecosystem include Cambria Gold Mines, Selkirk Copper Mines, Nations Royalty, NexGold, Argenta Silver, SEVA Mining, Crossroads Gold, Copper Giant, Oceanic Iron Ore and Pacific Ridge Exploration.
Mike Garbutt, President and CEO of Clean Air Metals, commented, "Following a difficult period in the market for PGM explorers, the Company has been making a concerted effort for over a year to identify strategic opportunities to advance the TBN Project. The Proposed Transaction now serves as a critical milestone in the advancement of the Thunder Bay North Project. It provides an immediate strengthening of our balance sheet and is a launch point to execute on a strategy to become a leading PGM-Cu exploration and development company. We look forward to having Fiore Group as a strategic partner, which will bring market visibility and credibility with extensive institutional relationships for improved access to capital."
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Ryan Weymark, Partner of the Fiore Group and Advisor to Springbok, commented, "We have been highly impressed with the quality of the Thunder Bay North Project and the work completed by the Clean Air Metals team. Platinum group metals, together with copper and nickel, are becoming increasingly important strategic metals, and we believe the Thunder Bay North Project has the potential to become one of Canada's premier critical minerals development assets. Our objective extends beyond financing a single project-we intend to build a leading Canadian critical minerals company through disciplined project advancement, responsible community partnerships and strategic growth opportunities."
Benefits to Shareholders
Exposure to both the advanced stage TBN Project, one of Canada's largest undeveloped platinum group metals ("PGM") development projects, with significant exploration upside and existing engineering studies, and the Maude Lake Project with multiple high-priority exploration targets with significant discovery potential.
Creation of a leading PGM development and exploration vehicle, that can take advantage of expected demand growth in both PGMs and copper.
Participation in a well-capitalized public company following the completion of the Concurrent Offering that will strengthen the balance sheet and advance critical TBN Project activities.
Alignment with Clean Air Metals efforts to build meaningful relationships with Indigenous communities, including experience in integrating shared ownership and participation models.
Participation in the Fiore Group's proven mine development and building platform where they have the proven ability to execute on growth opportunities and maintain a long-term view on the potential of the PGMs.
A strengthened management team and board comprised of experienced mining executives with extensive technical, operational, community & indigenous relations, and capital markets expertise.
Continued commitment to build meaningful relationships with Indigenous communities, including experience in integrating shared ownership and participation models.
Future value creation opportunities through disciplined project advancement, resource growth, strategic acquisitions and industry consolidation.
The Proposed Transaction
Pursuant to the terms of the Amalgamation Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation (the "Amalgamation") pursuant to which Springbok and Newco will amalgamate under the statutory provisions of the Business Corporations Act (British Columbia) ("BCBCA") 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.
The Proposed Transaction will include the following steps:
Clean Air Metals will complete a consolidation of its outstanding common shares on the basis of 10 pre-consolidation common shares of Clean Air Metals for each one (1) post-consolidation common share of Clean Air (each, a "Resulting Issuer Share"), to occur immediately prior to the effective time of the Amalgamation (the "Consolidation");
Clean Air Metals will continue from the Canada Business Corporations Act to the BCBCA (the "Continuance");
each Subscription Receipt (as defined below) will be automatically converted in accordance with its terms into the number of Springbok Shares (as defined below) equal to the quotient obtained when ten is divided by nine (the "Subscription Receipt Exchange Ratio") immediately prior to the effective time of the Amalgamation;
upon the effective time of the Amalgamation:
each shareholder of Springbok (including, for greater certainty, holders of Springbok Shares issued on the conversion of the Subscription Receipts), other than a dissenting shareholder, shall receive nine-tenths (0.9) of a Resulting Issuer Share for each one (1) common share of Springbok (each, a "Springbok Share");
each common share of Newco outstanding immediately prior to the effective time will be cancelled and, in consideration therefor, Amalco will issue one common share of Amalco to Clean Air Metals; and
as consideration for the issuance of the Resulting Issuer Shares to shareholders of Springbok to effect the Amalgamation, Amalco will issue to the Resulting Issuer one common share of Amalco for each Resulting Issuer Share so issued.
Upon the completion of the Proposed Transaction, including completion of the Concurrent Offering, it is expected that the Resulting Issuer Shares will be approximately held as follows: 41.8% by former Clean Air Metals shareholders; 41.7% by former Springbok shareholders; and 16.5% by former Subscription Receipt holders, on a non-diluted basis. The Proposed Transaction is an arm's length transaction as between Springbok and Clean Air Metals and will constitute a "reverse takeover" of Clean Air Metals for the purposes of the TSXV policies.
It is expected that the Resulting Issuer will be renamed to "Dante Metals Corp." in connection with the completion of the Proposed Transaction (the "Name Change").
Conditions for Completion of the Transaction
Completion of the Proposed Transaction is subject to the satisfaction of certain conditions customary for a transaction of this nature, including but not limited to the following:
the approval of the Consolidation, the Name Change (as defined below) and the Continuance by 66.67 % of the votes cast by Clean Air Metals shareholders at the annual and special meeting of shareholders of Clean Air Metals ("CAM Shareholder Meeting");
the approval of 66.67% of the votes cast by Springbok shareholders at the annual and special meeting of shareholders of Springbok;
the acceptance of the Proposed Transaction by the TSXV;
the conditional approval of the listing of the Resulting Issuer Shares issuable to Springbok shareholders pursuant to the Proposed Transaction on the TSXV;
the parties using commercially reasonably efforts to complete the Concurrent Offering; and
other closing conditions customary for transactions of the nature of the Proposed Transaction.
The Amalgamation Agreement also includes customary mutual non-solicitation provisions and fiduciary-out provisions. Clean Air Metals expects to call the CAM Shareholder Meeting to be held in early September 2026 to, among other things, seek approval for the Consolidation, the Name Change, the Continuance and the New Slate (as defined below).
In addition to shareholder approvals, the Proposed Transaction is subject to applicable regulatory approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature, including, among others, receipt of key third party consents, no material breaches of the representations, warranties and covenants of the parties, no material adverse effects being suffered by the parties and no more than 5% of shareholders of each of Clean Air Metals and Springbok, as applicable, having exercised dissent rights provided for under the CBCA or BCBCA, as applicable.
The Proposed Transaction cannot be completed until all the conditions included in the Amalgamation Agreement are satisfied or waived. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. A copy of the Amalgamation Agreement will be filed and posted on SEDAR+ at www.sedarplus.ca under Clean Air Metals' and Springbok's respective profiles.
Additional details regarding the Proposed Transaction will be included in the management information circulars of Clean Air Metals and of Springbok, which will be mailed to their respective shareholders prior to their shareholder meetings and in the filing statement to be prepared by Clean Air Metals pursuant to the policies of the TSXV and filed on SEDAR+ at www.sedarplus.ca . Investors are cautioned that, except as disclosed in management information circulars or the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Maude Lake Property
Springbok entered an option agreement (the "Option Agreement") dated June 17, 2026 with Transition Metals Corp. ("TMC") to acquire the Maude Lake Property. The property is located the in Pays Plat Lake Area, Lower Aguasabon Lake Area and Priske Township, Ontario
Pursuant to the terms of the Option Agreement, Springbok may acquire a 100% interest in the Maude Lake Property by paying TMC an aggregate of $400,000 in cash, issue Springbok Shares and incur an aggregate of $3,000,000 in expenditures, as follows:
pay $50,000 in cash and issue 300,000 Springbok Shares upon the signing of the Option Agreement, which has been satisfied;
pay $50,000 in cash and issue $550,000 worth of Springbok Shares on the first anniversary of the Option Agreement;
pay $100,000 in cash and issue $800,000 worth of Springbok Shares on the second anniversary of the Option Agreement;
pay $200,000 in cash and issue $1,500,000 worth of Springbok Shares on the third anniversary of the Option Agreement; and
incur an aggregate of $250,000 in exploration expenditures on the Maude Lake Property prior to the first anniversary of the Option Agreement, an aggregate of $1,000,000 prior to the second anniversary, and an aggregate of $3,000,000 prior to the third anniversary of the Option Agreement.
In addition, Springbok has agreed to grant to TMC a 2.0% net smelter royalty on the portion of the Maude Lake Property that is not encumbered with an existing underlying royalty agreement and a 1.0% net smelter royalty on the portion of the Maude Lake Property that is encumbered with an existing underlying royalty agreement (together, the "Maude Lake Royalty"). Springbok has the right to purchase 0.75% of the unencumbered portion of the Maude Lake Royalty for $1,500,000 and 0.5% of the encumbered portion of the Maude Royalty for $750,000, prior to commercial production, leaving Transition Metals with a 1.25% and 0.5% on the unencumbered and encumbered portions of the Maude Lake Royalty, respectively. In addition, if Springbok exercises the option and acquires a 100% interest in the Maude Lake Property, Springbok is required to pay TMC $1,000,000 upon the completion of a feasibility study and $5,000,000 within 12 months of commercial production on the Maude Lake Property
Post-Closing Details
Following the Proposed Transaction, the Resulting Issuer will continue as a reporting issuer in each of the provinces of Canada and will comply with its continuous disclosure obligations under applicable Canadian securities laws.
Upon completion of the Proposed Transaction, it is intended that the Resulting Issuer will be managed by Mike Garbutt as President & Chief Executive Officer and Kelsey Chin as Chief Financial Officer & Corporate Secretary, and Kris Tuuttila as VP Sustainability and Community Relations.
The Resulting Issuer's board of directors will consist of five (5) directors: three nominees of Clean Air Metals, who will be: Mike Garbutt, Dave Peck and John Mason, and two nominees of Springbok, who will be: Ranj Pillai and Ryan Brown (the "New Slate").
Recommended Approval of the Proposed Transaction by Clean Air Metals Board
Beginning in April 2025, the board of directors of Clean Air Metals ("Clean Air Metals Board") established a Special Committee ("SC") that convened twice monthly to explore strategic alternatives for the project and Clean Air Metals as a whole, with the mandate to address challenges with raising capital in tough markets and determine the best path forward. This Proposed Transaction represents a culmination of this initiative.
The Clean Air Metals Board retained Mills Dunlop Capital Partners ("MDCP") as its financial advisor in connection with the Proposed Transaction on a fixed fee basis. The Clean Air Metals Board has determined that the Proposed Transaction is in the best interests of Clean Air Metals shareholders. The Clean Air Metals Board has unanimously approved the Proposed Transaction recommends that Clean Air Metals' shareholders vote in favour of the Proposed Transaction.
Recommended Approval of the Proposed Transaction by Springbok Board
The board of directors of Springbok (the "Springbok Board") contemplated a variety of factors in their determination of the Proposed Transaction. No advisory services were obtained by the Springbok Board in connection with the Proposed Transaction. The Springbok Board unanimously approved the Proposed Transaction and recommends that Springbok shareholders vote in favour of the Proposed Transaction.
Non-Brokered Private Placement of Subscription Receipts
In connection with the Proposed Transaction, and, if applicable, subject to the approval of the TSXV, Springbok intends to complete a non-brokered private placement of a minimum of 10,000,000 subscription receipts of Springbok (the "Subscription Receipts") on or prior to the closing of the Proposed Transaction (the "Concurrent Offering") for minimum gross proceeds of $5 million at a price per Subscription Receipt of $0.50. Each Subscription Receipt issued pursuant to the Concurrent Offering will, subject to satisfaction or waiver of certain escrow release conditions, automatically convert in accordance with its terms into that number of Springbok Shares equal to the Subscription Receipt Exchange Ratio immediately prior to the effective time of the Amalgamation. Pursuant to the Proposed Transaction, each Springbok Share issued pursuant to the Subscription Receipts will be exchanged for nine-tenths (0.9) of a Resulting Issuer Share at the effective time of the Amalgamation.
All funds raised in the Concurrent 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 Concurrent Offering, in accordance with the policies of the TSXV.
It is anticipated that the Resulting Issuer will use the net proceeds from the Concurrent Offering to advance project activities and exploration and evaluate strategic development alternatives. By growing the asset portfolio through disciplined acquisitions and exploration opportunities, the Resulting Issuer intends to become a premier Canadian critical minerals 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% administrative success fee.
About Springbok Ventures Springbok Ventures Inc. is an unlisted reporting issuer mineral exploration company backed by the Fiore Group, a mine-building organization with a proven track 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, Ontario, consisting of 95 contiguous mining claims covering approximately 2,017 hectares. The property hosts nickel-copper-platinum group element ("PGE") 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 Clean Air Metals is a development and exploration company advancing its flagship 100% owned Thunder Bay North Critical Minerals Project, 40 km northeast of Thunder Bay, Ontario, Canada. The TBN project, accessible by road and next to established infrastructure, hosts two (2) deposits - the Current and Escape deposits, only 2.5 km apart. Together, the deposits host a 14.9 Mt indicated mineral resource grading 2.66 g/t (Pt+Pd), 0.40% Cu and 0.24% Ni (NI 43-101 PEA Technical Report, Thunder Bay North Project, Ontario, Canada SLR Consulting Canada Ltd, November 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 longstanding 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. Ongoing 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 Minerals 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, Biinjitiwabik Zaaging Anishinabek and Kiashke Zaaging Anishinaabek.
We further acknowledge 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, Biinjitiwaabik Zaaging Anishinaabek, Kiashke Zaaging Anishinaabek, Bingwi Neyaashi Anishinaabek, and Long Lake 58 First Nations. Both companies also acknowledge the important history of the Métis Nation of Ontario, Region 2 and the Red Sky Métis Independent Nation
We appreciate 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. We are committed to stewarding Indigenous heritage and to building, fostering, and encouraging a respectful relationship with First Nations, Métis, and Inuit peoples, based upon principles of mutual trust, respect, reciprocity, and collaboration, in the spirit of reconciliation.
Visit www.cleanairmetals.ca for more information or contact:
Ryan Weymark, Advisor 778-828-1144 rweymark@fioreconsultants.com
Rob McLeod, Advisor 604-617-0616 rmcleod@fioreconsultants.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note
All statements and other information contained in this press release about anticipated future events may constitute forward-looking information under Canadian securities laws ("forward-looking statements"). Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "targeted", "outlook", "on track" and "intend" and statements that an event or result "may", "will", "should", "could", "would" or "might" occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein are forward-looking statements, including statements relating to: the terms and completion of the Proposed Transaction and the Concurrent Offering; the mailing of the management information circulars; the timing and preparation of the filing statement; each party obtaining the requisite shareholder approvals, TSXV approval of the Proposed Transaction, including the Concurrent Offering, and the listing of the Resulting Issuers Shares issuable to the Springbok shareholders on the TSXV; the completion of the Continuance, Consolidation and Name Change of the Resulting Issuer; the benefits of the Proposed Transaction; and future plans, development and operations of the Resulting Issuer, its business and its properties. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, risks relating to transactions of the nature of the Proposed Transaction and the Concurrent Offering; negative operating cash flows of Clean Air, Springbok and the Resulting Issuer; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; environmental compliance; risks related to outstanding debt; uncertainty of estimates and projections relating to development, production, costs and expenses, and health, safety and environmental risks; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need to obtain additional financing to finance operations and uncertainty as to the availability and terms of future financing; social media and reputation; negative publicity; human rights; business objectives; shortage of personnel; health and safety; the possibility of delay in future plans and uncertainty of meeting anticipated program milestones; claims and legal proceedings; information systems and cyber security; internal controls; violation of anti-bribery or corruption laws; competition; tax considerations; compliance with listing standards; enforcement of civil liabilities; financing requirement risks; market price volatility of the common shares; uncertainty as to timely availability of permits and other governmental approvals; the need for exchange approval, and other regulatory approvals and other risk factors as detailed from time to time in each party's respective filings with Canadian securities regulators, available on such party's profile on SEDAR+ at www.sedarplus.ca . Forward-looking statements are based on assumptions made with regard to: market conditions remaining favorable to completing the Proposed Transaction and the Concurrent Offering; the estimated costs associated with the care and maintenance plans; the tax rate applicable to the Resulting Issuer; future commodity prices; the grade of mineral resources and mineral reserves; labor and materials costs increasing on a basis consistent with the party's current expectations, the ability of the Resulting Issuer to reduce mining dilution; the ability to reduce capital costs; the ability of the Resulting Issuer to raise additional financing; currency exchange rates being approximately consistent with current levels, compliance with the covenants in each party's existing agreements; exploration plans; and general marketing, political, business and economic conditions. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Although the parties believe that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the parties can give no assurance that such expectations will prove to be correct. The parties do not undertake any obligation to update forward-looking statements, other than as required by applicable laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.
SOURCE: Clean Air Metals, Inc.
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