Thunder Bay, Ontario--(Newsfile Corp. - September 22, 2026) - Clean Air Metals Inc. (TSXV: AIR) (FSE: CKU) (OTC Pink: CLRMF) (" Clean Air Metals ") and Springbok Ventures Inc. (" Springbok "), a Fiore-backed unlisted reporting issuer, are pleased to announce the closing of the previously announced non-brokered private placement of subscription receipts (the " Offering ") of Clean Air Metals for aggregate gross proceeds of approximately C$6.2 million. The Offering consisted of a combination of the following securities (the " Subscription Receipts "):
10,050,000 subscription receipts of Clean Air Metals (the " Non-FT Subscription Receipts ") at a price of C$0.50 per Non-FT Subscription Receipt; and
2,090,909 "flow-through" subscription receipts of Clean Air Metals (the " FT Subscription Receipts ") at a price of C$0.55 per FT Subscription Receipt.
The Offering was completed in connection with the amalgamation agreement dated July 31, 2026 (the " Amalgamation Agreement ") 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 (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 in northwestern Ontario, Canada (the " TBN Project "), 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 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) 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 July 31, 2026, for more information on the Proposed Transaction.
The gross proceeds of the Offering have been deposited into escrow with a subscription receipt agent pending satisfaction of certain escrow release conditions, which include the completion, satisfaction or waiver prior to 5:00 p.m. (Toronto time) on the date that is 120 days from closing (provided that such deadline shall in no event occur later than December 31, 2026) (the " Escrow Release Deadline ") of all conditions precedent to the Amalgamation and the delivery of an escrow release notice from Clean Air Metals and Springbok to the subscription receipt agent confirming those conditions have been satisfied or waived (the " Escrow Release Conditions ").
Each Non-FT Subscription Receipt will, subject to satisfaction or waiver of the Escrow Release Conditions by the Escrow Release Deadline, automatically convert in accordance with its terms into one common share of Clean Air Metals (a " Common Share ") immediately prior to the effective time of the Amalgamation.
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Each FT Subscription Receipt will, subject to satisfaction or waiver of the Escrow Release Conditions by the Escrow Release Deadline, entitle the holder thereof to subscribe for one Common Share in accordance with its terms to be issued as a "flow-through" common share (a " FT Share ") as defined in subsection 66(15) of the Income Tax Act (Canada).
The Subscription Receipts are subject to a statutory hold period expiring on January 23, 2027 , being four months and one day after the closing date of the Offering. No securities were issued as bonuses, finder's fees or commissions in connection with the Offering.
In connection with the Proposed Transaction and immediately prior to the Amalgamation, Clean Air Metals will complete a consolidation (the " Consolidation ") of its outstanding Common Shares on the basis of 10 pre-Consolidation Common Shares for each one post-Consolidation Common Share. The Common Shares issued pursuant to the conversion of the Subscription Receipts shall be issued on a post-Consolidation basis.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
The Proposed Transaction is subject to the approval of the TSX Venture Exchange.
Proposed Management Team and Board of Directors of the Resulting Issuer
Management of the Resulting Issuer is expected to include Mike Garbutt as Chief Executive Officer and Kelsey Chin as Chief Financial Officer. The Board of Directors of the Resulting Issuer is expected to consist of Mike Garbutt, John Mason, David Peck, Ranj Pillai and Ryan Brown. The biographies for each of the foregoing individuals are as follows:
Mike Garbutt, CEO and Director
Mr. Garbutt is a Professional Mining Engineer with a 29-year career in mine operations, projects, and engineering. He was most recently the Deputy General Manager with IAMGOLD at the Côté Gold Project with a primary focus on the operational readiness of the asset. Prior to this, Mr. Garbutt was a Senior Principal and Mining Sector Leader with Stantec Consulting, supporting major mining companies in the execution of a wide range of capital projects and studies across the globe. He was also the General Manager of Sudbury Operations for KGHM and held senior technical and operating roles during a 14-year career with Glencore. Mr. Garbutt holds an MBA from Laurentian University and serves on the board of select non-profit organizations.
Kelsey Chin, CFO
Ms. Chin is a chartered professional accountant, certified general accountant with over 20 years of experience in audit, finance and accounting within the mining, exploration, health care and technology industries. She has served as a director and executive officer for numerous publicly traded companies, where she was responsible for all aspects of financial services, financial reporting, corporate governance, and has led numerous financings, mergers and acquisitions to successful completion.
John Mason, Director
Mr. Mason is a professional geoscientist with 49 years of experience in mineral exploration and mining in Northern Ontario. He served as Resident Geologist for Northwestern Ontario (1975 to 2004) and held management positions at the Ontario Ministry of Northern Development and Mines (NDMNRF) until 2011, before joining the Thunder Bay Community Economic Development Commission. In 2022, he started his own consultancy, John Mason and Associates. Mr. Mason has worked with all mines and major exploration projects in Northwestern Ontario, addressing supply and service, workforce, energy, and transportation access requirements. He has participated in legislative review, First Nations consultation, and maintains connections with Ontario and Canadian ministries and departments, as well as government funding organizations. He received an Honorary Doctorate in Science (D.Sc.) from Lakehead University in 2013.
David Peck, Director
Dr. Peck is a Professional Geoscientist with over 35 years of experience in mineral exploration, project valuations and resource development. He is a recognized expert in the genesis of and exploration for magmatic Platinum Group Metal and Nickel Copper Sulfide deposits and has authored numerous peer-reviewed journal papers on these deposits. Dr. Peck previously held the position of Global Commodity Leader for Nickel in Anglo American plc's Exploration Division and Vice President of Exploration for North American Palladium. He has held adjunct professorships at Laurentian University and the University of Manitoba. Dr. Peck is currently Vice President of Exploration and Business Development for Grid Metals Corp. and operates a private consultancy offering strategic technical guidance to mineral exploration and development companies.
Ranj Pillai, Director
Mr. Pillai is the former Premier of Yukon, serving from January 2023 to June 2025, as well as leader of the Yukon Liberal Party during that period. Prior to that, he held several cabinet positions, including Deputy Premier, Minister of Energy, Mines and Resources, Minister of Economic Development, and Minister of Tourism and Culture. Prior to his territorial political career, Mr. Pillai served as a Whitehorse City Councillor from 2009 to 2012, worked as Executive Director of the Champagne and Aishihik First Nations, and held roles in private sector development and education.
Ryan Brown, Director
Mr. Brown, P.Eng. is a mining engineer with 18 years of experience spanning both open pit and underground operations and projects. He is currently a partner with AGP Mining Consultants, and previously held the role of Director, Technical Evaluations with Kinross Gold. At Kinross he played pivotal roles in multiple projects including the Kinross Alaska Project, being the architect behind the Manh Choh and Gil projects, and the Round Mountain Underground Project. Mr. Brown currently supports a diverse set of operating mines and mine development projects and brings a track record of successful mine development and growth to the Cameron Gold Project.
Industry Sector and Tier
Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will operate in the mineral exploration and development industry and will be a Tier 2 mining issuer.
About Springbok Ventures and Selected Financial Information
Springbok Ventures Inc. is an unlisted reporting issuer mineral exploration company backed by the Fiore Group, a mine-building and investment group with a proven track record of discovering, financing and developing successful mining companies globally. The Fiore team brings extensive experience across capital markets, exploration, mine development, operations and M&A, and its broader ecosystem includes West Red Lake Gold Mines, NexGold Mining, Nations Royalty, Selkirk Copper Mines, Cambria Gold Mines, Argenta Silver, Crossroads Gold and Pacific Ridge Exploration, among others. 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 (" 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.
The following table sets out selected financial information with respect to Springbok as at the dates noted. The selected audited financial information is derived from Springbok's financial statements for the financial years ended February 28, 2026 and 2025 and February 29, 2024, and for the three month period ended May 31, 2026. Such information is denominated in Canadian dollars.
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 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. 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, Biinjitiwaabik 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 remain 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.
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 press 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 Offering; 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 Offering; 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, among other things: market conditions remaining favourable to completing the Proposed Transaction and the Offering. 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.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or 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. Trading in the securities of Clean Air Metals and/or Springbok should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315601
TMX Newsfile
September 22, 2026 - 4:35 PM PDT
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Clean Air Metals closes non-brokered private placement with Springbok Ventures | Strikepoint News
