Clean Air Metals and Fiore-backed Springbok Ventures Announce Closing of Non-Brokered Private Placement and Transaction Updates
Clean Air Metals Inc. (AIR) and Springbok Ventures Inc. announced the closing of a non-brokered private placement for aggregate gross proceeds of approximately C$6.2 million, consisting of subscription receipts. The financing is directly tied to the completion of a proposed business combination (amalgamation) between Clean Air Metals and Springbok, which will create a new critical minerals entity focused on the Thunder Bay North Project and Springbok's Maude Lake Property.
The transaction involves a three-cornered amalgamation where Springbok shareholders become shareholders of Clean Air Metals, subject to TSX Venture Exchange approval and the satisfaction of escrow release conditions by December 31, 2026. The structure involves Springbok and Newco, a wholly owned subsidiary of Clean Air Metals, amalgamating to form Amalco, a wholly owned subsidiary of Clean Air Metals. Former shareholders of Springbok will become shareholders of Clean Air Metals, referred to as the "Resulting Issuer."
The financing structure includes 10,050,000 non-flow-through units at C$0.50 per unit and 2,090,909 flow-through units at C$0.55 per unit. No securities were issued as bonuses, finder's fees, or commissions. Gross proceeds are held in escrow pending satisfaction of conditions precedent to the Amalgamation. These conditions must be satisfied or waived by 5:00 p.m. (Toronto time) on the date 120 days from closing, but no later than December 31, 2026.
Subscription Receipts convert on a post-consolidation basis, following a share consolidation where Clean Air Metals will consolidate its outstanding Common Shares on a basis of 10 pre-Consolidation shares for 1 post-Consolidation share immediately prior to the Amalgamation. Non-FT Subscription Receipts convert into one Common Share each, while FT Subscription Receipts entitle holders to subscribe for one Flow-Through Common Share each. The statutory hold period expires on January 23, 2027.
Proposed management for the combined entity includes Mike Garbutt as CEO, formerly Deputy General Manager at IAMGOLD’s Côté Gold Project, and Kelsey Chin as CFO, a Chartered Professional Accountant with 20+ years experience. The board of directors will include Mike Garbutt, John Mason (former Resident Geologist for Northwestern Ontario), David Peck (former VP of Exploration for North American Palladium), Ranj Pillai (former Premier of Yukon), and Ryan Brown (P.Eng., former Director at Kinross Gold).
The asset portfolio includes Clean Air Metals' Thunder Bay North Critical Minerals Project, which is 100% owned and hosts the Current and Escape deposits with a 14.9 Mt indicated mineral resource grading 2.66 g/t (Pt+Pd), 0.40% Cu, and 0.24% Ni. Springbok’s Maude Lake Property consists of 95 contiguous claims, covering approximately 2,017 hectares, and hosts nickel-copper-platinum sulphide mineralization. The Proposed Transaction is subject to TSX Venture Exchange approval.