Cavalry Capital arranges $2.62-million financing

Executive Summary

• Cavalry Capital Corp. has launched a non-brokered private placement of 10.5 million subscription receipts at $0.25 per receipt, raising gross proceeds of $2,625,000.
• The completion of this private placement is a mandatory condition for the closing of Cavalry's business combination with Advanced Energy Fuels Inc.
• Proceeds will be used to advance the South Woodie Woodie manganese project in Western Australia, specifically to fund a prefeasibility study.

Key Details

• Transaction Structure: Non-brokered private placement of subscription receipts.
• Quantity: 10.5 million subscription receipts.
• Price: $0.25 per subscription receipt.
• Gross Proceeds: $2,625,000.
• Conversion Terms: Each subscription receipt converts into one unit upon satisfaction of escrow release conditions.
• Unit Composition: Each unit comprises one postconsolidation Cavalry common share and one-half of one common share purchase warrant.
• Warrant Terms:
  • Exercisable for 24 months from the escrow release date.
  • Exercise price: $0.35 per share.
• Hold Period: Four-month hold period from the date of issuance in accordance with securities laws.
• Finder’s Fees: The company may pay finder’s fees to eligible parties, subject to TSX Venture Exchange approval and securities laws.
• M&A Context: Completion of the private placement is a condition to the closing of the business combination with Advanced Energy Fuels Inc. (previously announced May 16, 2025, and July 29, 2025).
• Use of Proceeds: Advancing the South Woodie Woodie (SWWM) manganese project in the Pilbara region of Western Australia, with the specific intention of advancing a prefeasibility study.
• Share Consolidation: Concurrent with the transaction, Cavalry will consolidate its share capital on a basis of one postconsolidation share for 1.66 preconsolidation shares.
• Regulatory Status: The transaction, consolidation, and private placement are subject to approval by the TSX Venture Exchange and are intended to constitute a qualifying transaction for Capital Pool Companies under Policy 2.4.

Notable Quotes

• None provided in the text.