Clean Air Metals and Fiore-Backed Springbok Ventures Announce Strategic Business Combination

Clean Air Metals Inc. announced on July 31, 2026, a three-cornered amalgamation with Springbok Ventures Inc., a special purpose vehicle backed by the Fiore Group. The resulting entity, to be named Dante Metals Corp., will continue Clean Air’s business while adding the Maude Lake nickel-copper-PGE property.

Key terms of the transaction include: - Clean Air will consolidate its common shares on a 10‑for‑1 basis just before closing. - Springbok shareholders (excluding dissenters) receive 0.9 Resulting Issuer Shares for each Springbok share. - Previously outstanding subscription receipts convert to Springbok shares at 10 : 9. - Post‑closing ownership splits roughly 41.8 % legacy Clean Air, 41.7 % legacy Springbok, 16.5 % subscription‑receipt holders. - A concurrent non‑brokered private placement of a minimum 10 million subscription receipts at $0.50 per receipt for gross proceeds of at least $5 million, to be released to Dante Metals on closing. - Springbok holds an option to acquire 100 % of Maude Lake from Transition Metals Corp. for cumulative cash and share payments totalling $400,000 cash, shares, and $3.0 million in exploration spending, plus a 2 % NSR (partially buyable) and production bonuses. - A 1 % administrative success fee is payable to the Fiore Group at closing.

The transaction constitutes a reverse takeover under TSXV rules and requires shareholder and exchange approvals; Clean Air’s shareholder meeting is expected early September 2026.

Clean Air Metals Inc. (AIR) has entered into a transformative transaction that addresses its precarious financial position and provides immediate capital for project advancement. As of April 30, 2026, the company held just $664,000 in cash and faced a working-capital deficiency of $2.68 million. Recent MD&A reports and quarterly releases had repeatedly flagged the need for additional equity financing, warning that operations could be curtailed without new funding.

The deal secures a minimum $5 million cash injection through a non-brokered financing, which will be available to the new entity to advance both the Thunder Bay North project and the newly added Maude Lake property. This transaction effectively recapitalizes Clean Air Metals via a reverse takeover. A 10-for-1 share consolidation resets the share price to $0.50 on a post-consolidation basis, matching the financing price and avoiding a discounted raise.

The arrangement brings the Fiore Group in as a strategic partner for the first time, adding institutional credibility. Ryan Weymark, a Fiore partner, has commented positively on the quality of the Thunder Bay North asset. The combined portfolio also diversifies the company’s holdings; Maude Lake offers an early-stage Ni-Cu-PGE target with existing mineralization, adding exploration upside.

While legacy shareholders will retain less than half of the resulting issuer, the alternative was a severely cash-strapped Clean Air Metals with no clear path to fund the PEA-stage project. The restructuring preserves and enhances the value of Thunder Bay North while providing the necessary capital to move forward.

Clean Air Metals Inc. (AIR) is advancing the Thunder Bay North (TBN) Critical Minerals Project in Ontario, Canada. The flagship TBN site hosts two deposits, Current and Escape, which hold a combined indicated resource of 14.9 million tonnes grading 2.66 grams per tonne platinum plus palladium, 0.40% copper, and 0.24% nickel, alongside an inferred resource of 2.49 million tonnes.

A preliminary economic assessment completed in October 2025 outlined an 11-year mine life with a 2,500 tonnes per day throughput. The study calculated a pre-tax net present value at an 8% discount rate of C$219.4 million, or C$157.5 million after-tax, based on an initial capital expenditure of C$89.5 million and a pre-tax internal rate of return of 39%. Sensitivity analysis using spot prices raised the pre-tax NPV8 to C$316 million.

The project is currently in the advanced exploration and permitting phase, with baseline environmental studies largely complete. Next-phase drilling is focused on the Escape down-plunge target. The site is located 40 kilometers northeast of Thunder Bay and benefits from proximity to a paved highway, a 230 kVA power line, and natural gas infrastructure.