Cavalry Capital Corp. Announces Closing of Oversubscribed Subscription Receipt Financing

Executive Summary

• Cavalry Capital Corp. closed an oversubscribed non‑brokered private placement of 10,960,468 subscription receipts at $0.25 each, generating gross proceeds of $2,740,117.
• Proceeds (held in escrow) are earmarked to fund the pre‑feasibility study for the South Woodie Woodie Manganese Project in Western Australia and to satisfy conditions for the pending business combination with Advanced Energy Fuels, Inc.
• The placement includes cash finder’s fees of $102,275 and issuance of 409,100 non‑transferable finder warrants; securities are subject to a four‑month hold period expiring March 21 2026.

Key Details

• Private Placement Size: 10,960,468 subscription receipts
• Price per Receipt: $0.25
• Gross Proceeds: $2,740,117 (held in escrow by Computershare Trust Company of Canada)
• Conversion Terms: Each receipt converts to one post‑consolidation common share + ½ warrant (exercise price $0.35, exercisable for 24 months after escrow release)
• Escrow Release Conditions: Must be satisfied or waived by Dec 31 2025 (or later per agreement); otherwise receipts cancel and funds return to subscribers.
• Finder Compensation: $102,275 cash fees paid; 409,100 finder warrants granted (exercise price $0.35, 24‑month term).
• $30,875 of cash fee already paid and 123,500 finder warrants issued at closing; remaining amounts payable upon escrow release.
• Hold Period: Securities subject to a four‑month hold period expiring March 21 2026 per TSXV rules.
• Transaction Linkage: Placement was a condition to close the business combination with Advanced Energy Fuels, Inc.; proceeds will advance the South Woodie Woodie Manganese Project pre‑feasibility study.
• Consolidation Details: Post‑transaction consolidation at 1.66 pre‑consolidation shares per post‑consolidation share; private placement subscribers receive post‑consolidation securities upon conversion.
• Regulatory Approval: Transaction, consolidation, and private placement require TSXV approval.

Notable Quotes

• Gary Lewis, Executive Director of Advanced Energy Fuels, Inc.: “We are pleased to announce the successful closing of the Cavalry private placement, with the funds raised to be strategically deployed to support the completion of the pre‑feasibility study at the South Woodie Woodie Manganese project…”
• Brandon Bonifacio, CEO & President of Cavalry Capital Corp.: “We are extremely pleased with the strong interest shown by existing and new investors and look forward to working with the Advanced Energy team to realize the potential of their exciting critical mineral projects…”