Clean Air Metals and Fiore-backed Springbok Ventures Announce Upsize of Non-Brokered Private Placement
Not for distribution to United States newswire services or for dissemination in the United States.
THUNDER BAY, ON / ACCESS Newswire / August 10, 2026 / Clean Air Metals Inc. ("Clean Air Metals") (TSX.V:AIR)(FRA:CKU)(OTCQB:CLRMF) and Springbok Ventures Inc. ("Springbok") are pleased to announce that, further to the joint news release dated August 1, 2026, due to strong market demand they have agreed to increase the size of the previously announced non-brokered private placement of subscription receipts (the "Offering") to $6.1 million, as follows:
10,000,000 subscription receipts of Springbok (the "Springbok Subscription Receipts") at a price of $0.50 per Springbok Subscription Receipt; and
2,000,000 subscription receipts of Clean Air Metals (the CAM Subscription Receipts") at a price of $0.55 per CAM 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 (the "Springbok Shares") equal to the quotient obtained when ten is divided by nine immediately prior to the effective time of the Amalgamation (defined below). Each CAM 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 (the "Resulting Issuer Shares") 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-tenths (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 (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 amalgamation 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 August 1, 2026, for more information on the Proposed Transaction.
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.
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 TSXV.
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 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.
The Proposed Transaction and the Offering are subject to the approval of the TSX Venture Exchange.
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,â¯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.
ON BEHALF OF THE CLEAN AIR BOARD OF DIRECTORS | ON BEHALF OF THE SPRINGBOK BOARD OF DIRECTORS | |
"Mike Garbutt" | "Gordon Friesen" | |
Mike Garbutt, CEO of Clean Air Metals Inc. | Gordon Friesen, CEO of Springbok Ventures Inc. | |
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
Carson Sedun, Advisor
604-655-0030
csedun@annapurnaadvisors.com
Mike Garbutt, President and CEO
705-207-2111
mgarbutt@cleanairmetals.ca
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 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.
SOURCE: Clean Air Metals, Inc.
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