{"success":true,"data":{"pressRelease":{"id":"150326","rtpr_id":"nNFCRNcb8-20260922","ticker":"AIR","exchange":"","all_tickers":["AIR"],"title":"Clean Air Metals and Fiore-backed Springbok Ventures Announce Closing of Non-Brokered Private Placement and Transaction Updates","author":"Newsfile Corp","published_at":"2026-09-22T23:35:30.826Z","article_body":"Thunder Bay, Ontario--(Newsfile Corp. - September 22, 2026) - Clean Air Metals\nInc. (TSXV: AIR) (FSE: CKU) (OTC Pink: CLRMF) (\"Clean Air Metals\") and\nSpringbok Ventures Inc. (\"Springbok\"), a Fiore-backed unlisted reporting\nissuer, are pleased to announce the closing of the previously announced\nnon-brokered private placement of subscription receipts (the \"Offering\") of\nClean Air Metals for aggregate gross proceeds of approximately C$6.2 million.\nThe Offering consisted of a combination of the following securities (the\n\"Subscription Receipts\"):\n*\n10,050,000 subscription receipts of Clean Air Metals (the \"Non-FT Subscription\nReceipts\") at a price of C$0.50 per Non-FT Subscription Receipt; and\n*\n2,090,909 \"flow-through\" subscription receipts of Clean Air Metals (the \"FT\nSubscription Receipts\") at a price of C$0.55 per FT Subscription Receipt.\n\nThe Offering was completed in connection with the amalgamation agreement dated\nJuly 31, 2026 (the \"Amalgamation Agreement\") entered into among Clean Air\nMetals, 1602037 B.C. Ltd. (\"Newco\"), a wholly owned subsidiary of Clean Air\nMetals, and Springbok, to complete a business combination (the \"Proposed\nTransaction\") that will create a well-capitalized critical minerals company\n(the \"Resulting Issuer\") focused on advancing Clean Air Metals' flagship\nThunder Bay North Critical Minerals Project in northwestern Ontario, Canada\n(the \"TBN Project\"), as well as continuing exploration efforts with\nSpringbok's Maude Lake Property located in northwestern Ontario, Canada.\nPursuant to the terms of the Amalgamation Agreement, the Proposed Transaction\nwill be completed by way of a three-cornered amalgamation (the \"Amalgamation\")\npursuant to which Springbok and Newco will amalgamate under the statutory\nprovisions of the Business Corporations Act (British Columbia) and continue as\nAmalco, a wholly owned subsidiary of Clean Air Metals, and former shareholders\nof Springbok will become shareholders of Clean Air Metals, being the\n\"Resulting Issuer\" after giving effect to the Proposed Transaction. Please\nrefer to the joint news release dated July 31, 2026, for more information on\nthe Proposed Transaction.\n\nThe gross proceeds of the Offering have been deposited into escrow with a\nsubscription receipt agent pending satisfaction of certain escrow release\nconditions, which include the completion, satisfaction or waiver prior to 5:00\np.m. (Toronto time) on the date that is 120 days from closing (provided that\nsuch deadline shall in no event occur later than December 31, 2026) (the\n\"Escrow Release Deadline\") of all conditions precedent to the Amalgamation and\nthe delivery of an escrow release notice from Clean Air Metals and Springbok\nto the subscription receipt agent confirming those conditions have been\nsatisfied or waived (the \"Escrow Release Conditions\").\n\nEach Non-FT Subscription Receipt will, subject to satisfaction or waiver of\nthe Escrow Release Conditions by the Escrow Release Deadline, automatically\nconvert in accordance with its terms into one common share of Clean Air Metals\n(a \"Common Share\") immediately prior to the effective time of the\nAmalgamation.\n\nEach FT Subscription Receipt will, subject to satisfaction or waiver of the\nEscrow Release Conditions by the Escrow Release Deadline, entitle the holder\nthereof to subscribe for one Common Share in accordance with its terms to be\nissued as a \"flow-through\" common share (a \"FT Share\") as defined in\nsubsection 66(15) of the Income Tax Act (Canada).\n\nThe Subscription Receipts are subject to a statutory hold period expiring on\nJanuary 23, 2027, being four months and one day after the closing date of the\nOffering. No securities were issued as bonuses, finder's fees or commissions\nin connection with the Offering.\n\nIn connection with the Proposed Transaction and immediately prior to the\nAmalgamation, Clean Air Metals will complete a consolidation (the\n\"Consolidation\") of its outstanding Common Shares on the basis of 10\npre-Consolidation Common Shares for each one post-Consolidation Common Share.\nThe Common Shares issued pursuant to the conversion of the Subscription\nReceipts shall be issued on a post-Consolidation basis.\n\nThe securities described herein have not been, and will not be, registered\nunder the United States Securities Act of 1933, as amended (the \"U.S.\nSecurities Act\"), or any state securities laws, and accordingly, may not be\noffered or sold within the United States except in compliance with the\nregistration requirements of the U.S. Securities Act and applicable state\nsecurities requirements or pursuant to exemptions therefrom. This press\nrelease does not constitute an offer to sell or a solicitation to buy any\nsecurities in any jurisdiction.\n\nThe Proposed Transaction is subject to the approval of the TSX Venture\nExchange.\n\nProposed Management Team and Board of Directors of the Resulting Issuer\n\nManagement of the Resulting Issuer is expected to include Mike Garbutt as\nChief Executive Officer and Kelsey Chin as Chief Financial Officer. The Board\nof Directors of the Resulting Issuer is expected to consist of Mike Garbutt,\nJohn Mason, David Peck, Ranj Pillai and Ryan Brown. The biographies for each\nof the foregoing individuals are as follows:\n\nMike Garbutt, CEO and Director\n\nMr. Garbutt is a Professional Mining Engineer with a 29-year career in mine\noperations, projects, and engineering. He was most recently the Deputy General\nManager with IAMGOLD at the Côté Gold Project with a primary focus on the\noperational readiness of the asset. Prior to this, Mr. Garbutt was a Senior\nPrincipal and Mining Sector Leader with Stantec Consulting, supporting major\nmining companies in the execution of a wide range of capital projects and\nstudies across the globe. He was also the General Manager of Sudbury\nOperations for KGHM and held senior technical and operating roles during a\n14-year career with Glencore. Mr. Garbutt holds an MBA from Laurentian\nUniversity and serves on the board of select non-profit organizations.\n\nKelsey Chin, CFO\n\nMs. Chin is a chartered professional accountant, certified general accountant\nwith over 20 years of experience in audit, finance and accounting within the\nmining, exploration, health care and technology industries. She has served as\na director and executive officer for numerous publicly traded companies, where\nshe was responsible for all aspects of financial services, financial\nreporting, corporate governance, and has led numerous financings, mergers and\nacquisitions to successful completion.\n\nJohn Mason, Director\n\nMr. Mason is a professional geoscientist with 49 years of experience in\nmineral exploration and mining in Northern Ontario. He served as Resident\nGeologist for Northwestern Ontario (1975 to 2004) and held management\npositions at the Ontario Ministry of Northern Development and Mines (NDMNRF)\nuntil 2011, before joining the Thunder Bay Community Economic Development\nCommission. In 2022, he started his own consultancy, John Mason and\nAssociates. Mr. Mason has worked with all mines and major exploration projects\nin Northwestern Ontario, addressing supply and service, workforce, energy, and\ntransportation access requirements. He has participated in legislative review,\nFirst Nations consultation, and maintains connections with Ontario and\nCanadian ministries and departments, as well as government funding\norganizations. He received an Honorary Doctorate in Science (D.Sc.) from\nLakehead University in 2013.\n\nDavid Peck, Director\n\nDr. Peck is a Professional Geoscientist with over 35 years of experience in\nmineral exploration, project valuations and resource development. He is a\nrecognized expert in the genesis of and exploration for magmatic Platinum\nGroup Metal and Nickel Copper Sulfide deposits and has authored numerous\npeer-reviewed journal papers on these deposits. Dr. Peck previously held the\nposition of Global Commodity Leader for Nickel in Anglo American plc's\nExploration Division and Vice President of Exploration for North American\nPalladium. He has held adjunct professorships at Laurentian University and the\nUniversity of Manitoba. Dr. Peck is currently Vice President of Exploration\nand Business Development for Grid Metals Corp. and operates a private\nconsultancy offering strategic technical guidance to mineral exploration and\ndevelopment companies.\n\nRanj Pillai, Director\n\nMr. Pillai is the former Premier of Yukon, serving from January 2023 to June\n2025, as well as leader of the Yukon Liberal Party during that period. Prior\nto that, he held several cabinet positions, including Deputy Premier, Minister\nof Energy, Mines and Resources, Minister of Economic Development, and Minister\nof Tourism and Culture. Prior to his territorial political career, Mr. Pillai\nserved as a Whitehorse City Councillor from 2009 to 2012, worked as Executive\nDirector of the Champagne and Aishihik First Nations, and held roles in\nprivate sector development and education.\n\nRyan Brown, Director\n\nMr. Brown, P.Eng. is a mining engineer with 18 years of experience spanning\nboth open pit and underground operations and projects. He is currently a\npartner with AGP Mining Consultants, and previously held the role of Director,\nTechnical Evaluations with Kinross Gold. At Kinross he played pivotal roles in\nmultiple projects including the Kinross Alaska Project, being the architect\nbehind the Manh Choh and Gil projects, and the Round Mountain Underground\nProject. Mr. Brown currently supports a diverse set of operating mines and\nmine development projects and brings a track record of successful mine\ndevelopment and growth to the Cameron Gold Project.\n\nIndustry Sector and Tier\n\nUpon completion of the Proposed Transaction, it is anticipated that the\nResulting Issuer will operate in the mineral exploration and development\nindustry and will be a Tier 2 mining issuer.\n\nAbout Springbok Ventures and Selected Financial Information\n\nSpringbok Ventures Inc. is an unlisted reporting issuer mineral exploration\ncompany backed by the Fiore Group, a mine-building and investment group with a\nproven track record of discovering, financing and developing successful mining\ncompanies globally. The Fiore team brings extensive experience across capital\nmarkets, exploration, mine development, operations and M&A, and its broader\necosystem includes West Red Lake Gold Mines, NexGold Mining, Nations Royalty,\nSelkirk Copper Mines, Cambria Gold Mines, Argenta Silver, Crossroads Gold and\nPacific Ridge Exploration, among others. Springbok's principal asset is its\ninterest in the Maude Lake Property, located approximately 14 kilometres north\nof Schreiber, Ontario, consisting of 95 contiguous mining claims covering\napproximately 2,017 hectares. The property hosts nickel-copper-platinum\n(\"PGE\") sulphide mineralization associated with the historical Nicopor\nOccurrence and has been the subject of extensive geological, geophysical and\ndrilling programs that have identified multiple high-priority exploration\ntargets with significant discovery potential.\n\nThe following table sets out selected financial information with respect to\nSpringbok as at the dates noted. The selected audited financial information is\nderived from Springbok's financial statements for the financial years ended\nFebruary 28, 2026 and 2025 and February 29, 2024, and for the three month\nperiod ended May 31, 2026. Such information is denominated in Canadian\ndollars.\n\n Financial Period Ended February 29, 2024 Financial Period Ended February 28, 2025 Financial Period Ended February 28, 2026 Three Months Ended May 31, 2026 \n Total revenues $Nil $Nil $Nil $Nil \n Income (loss) from continuing operations $(152,093) $(14,913) $(12,418) $(120) \n Net income or loss $(152,093) $(14,597) $(12,221) $20 \n Total assets $11,939 $9,211 $10,207 $10,227 \n Total liabilities $757,928 $769,797 $783,014 $783,014 \n Cash dividends declared $Nil $Nil $Nil $Nil \n\n \n\nAbout Clean Air Metals\n\nClean Air Metals is a development and exploration company advancing its\nflagship 100% owned Thunder Bay North Critical Minerals Project, 40 km\nnortheast of Thunder Bay, Ontario, Canada. The TBN Project, accessible by road\nand next to established infrastructure, hosts two deposits - the Current and\nEscape deposits, only 2.5 km apart. Together, the deposits host a 14.9 Mt\nindicated mineral resource grading 2.66 g/t (Pt+Pd), 0.40% Cu and 0.24% Ni (NI\n43-101 PEA Technical Report, Thunder Bay North Project, Ontario, Canada SLR\nConsulting Canada Ltd, November 21, 2025) with significant potential for\nexpansion down-plunge.\n\nOne of the rare primary platinum resources outside of South Africa, the TBN\nProject is in a stable and mining-friendly jurisdiction and benefits from\nlongstanding relationships with local First Nations. The TBN Project has the\npotential to develop into a secure source of rare platinum metals, as well as\nother critical metals such as copper, nickel, and cobalt, for the North\nAmerican manufacturing sector. With its proven technical team, Clean Air\nMetals is committed to advancing the TBN Project and creating long-term value\nfor shareholders.\n\nSocial Engagement\n\nBoth Clean Air Metals and Springbok acknowledge that the Thunder Bay North\nCritical Minerals Project is located within the area encompassed by the\nRobinson-Superior Treaty of 1850 and includes the territories of the Fort\nWilliam First Nation, Red Rock Indian Band, Biinjitiwaabik Zaaging\nAnishinabek and Kiashke Zaaging Anishinaabek.\n\nWe further acknowledge that the Maude Lake Property is also located within the\nRobinson-Superior Treaty of 1850 area. This includes the territories of Pays\nPlat First Nation, Fort William First Nation, Biinjitiwaabik Zaaging\nAnishinaabek, Kiashke Zaaging Anishinaabek, Bingwi Neyaashi Anishinaabek, and\nLong Lake 58 First Nations. Both companies also acknowledge the important\nhistory of the Métis Nation of Ontario, Region 2 and the Red Sky Métis\nIndependent Nation.\n\nWe appreciate the opportunity to work in these territories and remain\ncommitted to the recognition and respect of those who have lived, travelled,\nand gathered on the lands since time immemorial. We are committed to\nstewarding Indigenous heritage and to building, fostering, and encouraging a\nrespectful relationship with First Nations, Métis, and Inuit peoples, based\nupon principles of mutual trust, respect, reciprocity, and collaboration, in\nthe spirit of reconciliation.\n\n ON BEHALF OF THE CLEAN AIR ON BEHALF OF THE SPRINGBOK \n BOARD OF DIRECTORS BOARD OF DIRECTORS \n \n \" Mike Garbutt \" \" Gordon Friesen \" \n \n Mike Garbutt, CEO of Clean Air Metals Inc. Gordon Friesen, CEO of Springbok Ventures Inc. \n \n Connect with us on X (https://api.newsfilecorp.com/redirect/A8G5EC4wno)/ Facebook (https://api.newsfilecorp.com/redirect/ZEMmpIbxQr)/ Instagram (https://api.newsfilecorp.com/redirect/anMAKiXwrv) \n \n Visit www.cleanairmetals.ca for more information or contact: \n \n Ryan Weymark, Advisor 778-828-1144 rweymark@fioreconsultants.com \n \n Rob McLeod, Advisor 604-617-0616 rmcleod@fioreconsultants.com \n \n Carson Sedun, Advisor 604-655-0030 csedun@annapurnaadvisors.com \n \n Mike Garbutt, President and CEO 705-207-2111 mgarbutt@cleanairmetals.ca \n\n \n\nNeither TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this press release.\n\nCautionary Note\n\nAll statements and other information contained in this press release about\nanticipated future events may constitute forward-looking information under\nCanadian securities laws (\"forward-looking statements\"). Forward-looking\nstatements are often, but not always, identified by the use of words such as\n\"seek\", \"anticipate\", \"believe\", \"plan\", \"estimate\", \"expect\", \"targeted\",\n\"outlook\", \"on track\" and \"intend\" and statements that an event or result\n\"may\", \"will\", \"should\", \"could\", \"would\" or \"might\" occur or be achieved and\nother similar expressions. All statements, other than statements of historical\nfact, included herein are forward-looking statements, including statements\nrelating to: the terms and completion of the Proposed Transaction and the\nOffering; and future plans, development and operations of the Resulting\nIssuer, its business and its properties. These statements involve known and\nunknown risks, uncertainties and other factors that may cause actual results\nor events to differ materially from those anticipated in such forward-looking\nstatements, risks relating to transactions of the nature of the Proposed\nTransaction and the Offering; the need for exchange approval, and other\nregulatory approvals and other risk factors as detailed from time to time in\neach party's respective filings with Canadian securities regulators, available\non such party's profile on SEDAR+ at www.sedarplus.ca. Forward-looking\nstatements are based on assumptions made with regard to, among other things:\nmarket conditions remaining favourable to completing the Proposed Transaction\nand the Offering. Forward-looking statements are based on estimates and\nopinions of management at the date the statements are made. Although the\nparties believe that the expectations reflected in such forward-looking\nstatements and/or information are reasonable, undue reliance should not be\nplaced on forward-looking statements since the parties can give no assurance\nthat such expectations will prove to be correct. The parties do not undertake\nany obligation to update forward-looking statements, other than as required by\napplicable laws. The forward-looking information contained in this press\nrelease is expressly qualified by this cautionary statement.\n\nCompletion of the Proposed Transaction is subject to a number of conditions,\nincluding but not limited to, TSX Venture Exchange acceptance and if\napplicable, disinterested shareholder approval. Where applicable, the Proposed\nTransaction cannot close until the required shareholder approval is obtained.\nThere can be no assurance that the Proposed Transaction will be completed as\nproposed or at all. Investors are cautioned that, except as disclosed in the\nmanagement information circular or filing statement to be prepared in\nconnection with the Proposed Transaction, any information released or received\nwith respect to the Proposed Transaction may not be accurate or complete and\nshould not be relied upon. Trading in the securities of Clean Air Metals\nand/or Springbok should be considered highly speculative. The TSX Venture\nExchange Inc. has in no way passed upon the merits of the Proposed Transaction\nand has neither approved nor disapproved the contents of this news release.\n\nNOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION\nIN THE UNITED STATES\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/315601","article_body_html":"","raw_payload":{"data":{"id":"nNFCRNcb8-20260922","title":"Clean Air Metals and Fiore-backed Springbok Ventures Announce Closing of Non-Brokered Private Placement and Transaction Updates","author":"Newsfile Corp","ticker":"AIR","created":"2026-09-22T23:35:30.826Z","tickers":["AIR"],"exchange":"","article_body":"Thunder Bay, Ontario--(Newsfile Corp. - September 22, 2026) - Clean Air Metals\nInc. (TSXV: AIR) (FSE: CKU) (OTC Pink: CLRMF) (\"Clean Air Metals\") and\nSpringbok Ventures Inc. (\"Springbok\"), a Fiore-backed unlisted reporting\nissuer, are pleased to announce the closing of the previously announced\nnon-brokered private placement of subscription receipts (the \"Offering\") of\nClean Air Metals for aggregate gross proceeds of approximately C$6.2 million.\nThe Offering consisted of a combination of the following securities (the\n\"Subscription Receipts\"):\n*\n10,050,000 subscription receipts of Clean Air Metals (the \"Non-FT Subscription\nReceipts\") at a price of C$0.50 per Non-FT Subscription Receipt; and\n*\n2,090,909 \"flow-through\" subscription receipts of Clean Air Metals (the \"FT\nSubscription Receipts\") at a price of C$0.55 per FT Subscription Receipt.\n\nThe Offering was completed in connection with the amalgamation agreement dated\nJuly 31, 2026 (the \"Amalgamation Agreement\") entered into among Clean Air\nMetals, 1602037 B.C. Ltd. (\"Newco\"), a wholly owned subsidiary of Clean Air\nMetals, and Springbok, to complete a business combination (the \"Proposed\nTransaction\") that will create a well-capitalized critical minerals company\n(the \"Resulting Issuer\") focused on advancing Clean Air Metals' flagship\nThunder Bay North Critical Minerals Project in northwestern Ontario, Canada\n(the \"TBN Project\"), as well as continuing exploration efforts with\nSpringbok's Maude Lake Property located in northwestern Ontario, Canada.\nPursuant to the terms of the Amalgamation Agreement, the Proposed Transaction\nwill be completed by way of a three-cornered amalgamation (the \"Amalgamation\")\npursuant to which Springbok and Newco will amalgamate under the statutory\nprovisions of the Business Corporations Act (British Columbia) and continue as\nAmalco, a wholly owned subsidiary of Clean Air Metals, and former shareholders\nof Springbok will become shareholders of Clean Air Metals, being the\n\"Resulting Issuer\" after giving effect to the Proposed Transaction. Please\nrefer to the joint news release dated July 31, 2026, for more information on\nthe Proposed Transaction.\n\nThe gross proceeds of the Offering have been deposited into escrow with a\nsubscription receipt agent pending satisfaction of certain escrow release\nconditions, which include the completion, satisfaction or waiver prior to 5:00\np.m. (Toronto time) on the date that is 120 days from closing (provided that\nsuch deadline shall in no event occur later than December 31, 2026) (the\n\"Escrow Release Deadline\") of all conditions precedent to the Amalgamation and\nthe delivery of an escrow release notice from Clean Air Metals and Springbok\nto the subscription receipt agent confirming those conditions have been\nsatisfied or waived (the \"Escrow Release Conditions\").\n\nEach Non-FT Subscription Receipt will, subject to satisfaction or waiver of\nthe Escrow Release Conditions by the Escrow Release Deadline, automatically\nconvert in accordance with its terms into one common share of Clean Air Metals\n(a \"Common Share\") immediately prior to the effective time of the\nAmalgamation.\n\nEach FT Subscription Receipt will, subject to satisfaction or waiver of the\nEscrow Release Conditions by the Escrow Release Deadline, entitle the holder\nthereof to subscribe for one Common Share in accordance with its terms to be\nissued as a \"flow-through\" common share (a \"FT Share\") as defined in\nsubsection 66(15) of the Income Tax Act (Canada).\n\nThe Subscription Receipts are subject to a statutory hold period expiring on\nJanuary 23, 2027, being four months and one day after the closing date of the\nOffering. No securities were issued as bonuses, finder's fees or commissions\nin connection with the Offering.\n\nIn connection with the Proposed Transaction and immediately prior to the\nAmalgamation, Clean Air Metals will complete a consolidation (the\n\"Consolidation\") of its outstanding Common Shares on the basis of 10\npre-Consolidation Common Shares for each one post-Consolidation Common Share.\nThe Common Shares issued pursuant to the conversion of the Subscription\nReceipts shall be issued on a post-Consolidation basis.\n\nThe securities described herein have not been, and will not be, registered\nunder the United States Securities Act of 1933, as amended (the \"U.S.\nSecurities Act\"), or any state securities laws, and accordingly, may not be\noffered or sold within the United States except in compliance with the\nregistration requirements of the U.S. Securities Act and applicable state\nsecurities requirements or pursuant to exemptions therefrom. This press\nrelease does not constitute an offer to sell or a solicitation to buy any\nsecurities in any jurisdiction.\n\nThe Proposed Transaction is subject to the approval of the TSX Venture\nExchange.\n\nProposed Management Team and Board of Directors of the Resulting Issuer\n\nManagement of the Resulting Issuer is expected to include Mike Garbutt as\nChief Executive Officer and Kelsey Chin as Chief Financial Officer. The Board\nof Directors of the Resulting Issuer is expected to consist of Mike Garbutt,\nJohn Mason, David Peck, Ranj Pillai and Ryan Brown. The biographies for each\nof the foregoing individuals are as follows:\n\nMike Garbutt, CEO and Director\n\nMr. Garbutt is a Professional Mining Engineer with a 29-year career in mine\noperations, projects, and engineering. He was most recently the Deputy General\nManager with IAMGOLD at the Côté Gold Project with a primary focus on the\noperational readiness of the asset. Prior to this, Mr. Garbutt was a Senior\nPrincipal and Mining Sector Leader with Stantec Consulting, supporting major\nmining companies in the execution of a wide range of capital projects and\nstudies across the globe. He was also the General Manager of Sudbury\nOperations for KGHM and held senior technical and operating roles during a\n14-year career with Glencore. Mr. Garbutt holds an MBA from Laurentian\nUniversity and serves on the board of select non-profit organizations.\n\nKelsey Chin, CFO\n\nMs. Chin is a chartered professional accountant, certified general accountant\nwith over 20 years of experience in audit, finance and accounting within the\nmining, exploration, health care and technology industries. She has served as\na director and executive officer for numerous publicly traded companies, where\nshe was responsible for all aspects of financial services, financial\nreporting, corporate governance, and has led numerous financings, mergers and\nacquisitions to successful completion.\n\nJohn Mason, Director\n\nMr. Mason is a professional geoscientist with 49 years of experience in\nmineral exploration and mining in Northern Ontario. He served as Resident\nGeologist for Northwestern Ontario (1975 to 2004) and held management\npositions at the Ontario Ministry of Northern Development and Mines (NDMNRF)\nuntil 2011, before joining the Thunder Bay Community Economic Development\nCommission. In 2022, he started his own consultancy, John Mason and\nAssociates. Mr. Mason has worked with all mines and major exploration projects\nin Northwestern Ontario, addressing supply and service, workforce, energy, and\ntransportation access requirements. He has participated in legislative review,\nFirst Nations consultation, and maintains connections with Ontario and\nCanadian ministries and departments, as well as government funding\norganizations. He received an Honorary Doctorate in Science (D.Sc.) from\nLakehead University in 2013.\n\nDavid Peck, Director\n\nDr. Peck is a Professional Geoscientist with over 35 years of experience in\nmineral exploration, project valuations and resource development. He is a\nrecognized expert in the genesis of and exploration for magmatic Platinum\nGroup Metal and Nickel Copper Sulfide deposits and has authored numerous\npeer-reviewed journal papers on these deposits. Dr. Peck previously held the\nposition of Global Commodity Leader for Nickel in Anglo American plc's\nExploration Division and Vice President of Exploration for North American\nPalladium. He has held adjunct professorships at Laurentian University and the\nUniversity of Manitoba. Dr. Peck is currently Vice President of Exploration\nand Business Development for Grid Metals Corp. and operates a private\nconsultancy offering strategic technical guidance to mineral exploration and\ndevelopment companies.\n\nRanj Pillai, Director\n\nMr. Pillai is the former Premier of Yukon, serving from January 2023 to June\n2025, as well as leader of the Yukon Liberal Party during that period. Prior\nto that, he held several cabinet positions, including Deputy Premier, Minister\nof Energy, Mines and Resources, Minister of Economic Development, and Minister\nof Tourism and Culture. Prior to his territorial political career, Mr. Pillai\nserved as a Whitehorse City Councillor from 2009 to 2012, worked as Executive\nDirector of the Champagne and Aishihik First Nations, and held roles in\nprivate sector development and education.\n\nRyan Brown, Director\n\nMr. Brown, P.Eng. is a mining engineer with 18 years of experience spanning\nboth open pit and underground operations and projects. He is currently a\npartner with AGP Mining Consultants, and previously held the role of Director,\nTechnical Evaluations with Kinross Gold. At Kinross he played pivotal roles in\nmultiple projects including the Kinross Alaska Project, being the architect\nbehind the Manh Choh and Gil projects, and the Round Mountain Underground\nProject. Mr. Brown currently supports a diverse set of operating mines and\nmine development projects and brings a track record of successful mine\ndevelopment and growth to the Cameron Gold Project.\n\nIndustry Sector and Tier\n\nUpon completion of the Proposed Transaction, it is anticipated that the\nResulting Issuer will operate in the mineral exploration and development\nindustry and will be a Tier 2 mining issuer.\n\nAbout Springbok Ventures and Selected Financial Information\n\nSpringbok Ventures Inc. is an unlisted reporting issuer mineral exploration\ncompany backed by the Fiore Group, a mine-building and investment group with a\nproven track record of discovering, financing and developing successful mining\ncompanies globally. The Fiore team brings extensive experience across capital\nmarkets, exploration, mine development, operations and M&A, and its broader\necosystem includes West Red Lake Gold Mines, NexGold Mining, Nations Royalty,\nSelkirk Copper Mines, Cambria Gold Mines, Argenta Silver, Crossroads Gold and\nPacific Ridge Exploration, among others. Springbok's principal asset is its\ninterest in the Maude Lake Property, located approximately 14 kilometres north\nof Schreiber, Ontario, consisting of 95 contiguous mining claims covering\napproximately 2,017 hectares. The property hosts nickel-copper-platinum\n(\"PGE\") sulphide mineralization associated with the historical Nicopor\nOccurrence and has been the subject of extensive geological, geophysical and\ndrilling programs that have identified multiple high-priority exploration\ntargets with significant discovery potential.\n\nThe following table sets out selected financial information with respect to\nSpringbok as at the dates noted. The selected audited financial information is\nderived from Springbok's financial statements for the financial years ended\nFebruary 28, 2026 and 2025 and February 29, 2024, and for the three month\nperiod ended May 31, 2026. Such information is denominated in Canadian\ndollars.\n\n Financial Period Ended February 29, 2024 Financial Period Ended February 28, 2025 Financial Period Ended February 28, 2026 Three Months Ended May 31, 2026 \n Total revenues $Nil $Nil $Nil $Nil \n Income (loss) from continuing operations $(152,093) $(14,913) $(12,418) $(120) \n Net income or loss $(152,093) $(14,597) $(12,221) $20 \n Total assets $11,939 $9,211 $10,207 $10,227 \n Total liabilities $757,928 $769,797 $783,014 $783,014 \n Cash dividends declared $Nil $Nil $Nil $Nil \n\n \n\nAbout Clean Air Metals\n\nClean Air Metals is a development and exploration company advancing its\nflagship 100% owned Thunder Bay North Critical Minerals Project, 40 km\nnortheast of Thunder Bay, Ontario, Canada. The TBN Project, accessible by road\nand next to established infrastructure, hosts two deposits - the Current and\nEscape deposits, only 2.5 km apart. Together, the deposits host a 14.9 Mt\nindicated mineral resource grading 2.66 g/t (Pt+Pd), 0.40% Cu and 0.24% Ni (NI\n43-101 PEA Technical Report, Thunder Bay North Project, Ontario, Canada SLR\nConsulting Canada Ltd, November 21, 2025) with significant potential for\nexpansion down-plunge.\n\nOne of the rare primary platinum resources outside of South Africa, the TBN\nProject is in a stable and mining-friendly jurisdiction and benefits from\nlongstanding relationships with local First Nations. The TBN Project has the\npotential to develop into a secure source of rare platinum metals, as well as\nother critical metals such as copper, nickel, and cobalt, for the North\nAmerican manufacturing sector. With its proven technical team, Clean Air\nMetals is committed to advancing the TBN Project and creating long-term value\nfor shareholders.\n\nSocial Engagement\n\nBoth Clean Air Metals and Springbok acknowledge that the Thunder Bay North\nCritical Minerals Project is located within the area encompassed by the\nRobinson-Superior Treaty of 1850 and includes the territories of the Fort\nWilliam First Nation, Red Rock Indian Band, Biinjitiwaabik Zaaging\nAnishinabek and Kiashke Zaaging Anishinaabek.\n\nWe further acknowledge that the Maude Lake Property is also located within the\nRobinson-Superior Treaty of 1850 area. This includes the territories of Pays\nPlat First Nation, Fort William First Nation, Biinjitiwaabik Zaaging\nAnishinaabek, Kiashke Zaaging Anishinaabek, Bingwi Neyaashi Anishinaabek, and\nLong Lake 58 First Nations. Both companies also acknowledge the important\nhistory of the Métis Nation of Ontario, Region 2 and the Red Sky Métis\nIndependent Nation.\n\nWe appreciate the opportunity to work in these territories and remain\ncommitted to the recognition and respect of those who have lived, travelled,\nand gathered on the lands since time immemorial. We are committed to\nstewarding Indigenous heritage and to building, fostering, and encouraging a\nrespectful relationship with First Nations, Métis, and Inuit peoples, based\nupon principles of mutual trust, respect, reciprocity, and collaboration, in\nthe spirit of reconciliation.\n\n ON BEHALF OF THE CLEAN AIR ON BEHALF OF THE SPRINGBOK \n BOARD OF DIRECTORS BOARD OF DIRECTORS \n \n \" Mike Garbutt \" \" Gordon Friesen \" \n \n Mike Garbutt, CEO of Clean Air Metals Inc. Gordon Friesen, CEO of Springbok Ventures Inc. \n \n Connect with us on X (https://api.newsfilecorp.com/redirect/A8G5EC4wno)/ Facebook (https://api.newsfilecorp.com/redirect/ZEMmpIbxQr)/ Instagram (https://api.newsfilecorp.com/redirect/anMAKiXwrv) \n \n Visit www.cleanairmetals.ca for more information or contact: \n \n Ryan Weymark, Advisor 778-828-1144 rweymark@fioreconsultants.com \n \n Rob McLeod, Advisor 604-617-0616 rmcleod@fioreconsultants.com \n \n Carson Sedun, Advisor 604-655-0030 csedun@annapurnaadvisors.com \n \n Mike Garbutt, President and CEO 705-207-2111 mgarbutt@cleanairmetals.ca \n\n \n\nNeither TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this press release.\n\nCautionary Note\n\nAll statements and other information contained in this press release about\nanticipated future events may constitute forward-looking information under\nCanadian securities laws (\"forward-looking statements\"). Forward-looking\nstatements are often, but not always, identified by the use of words such as\n\"seek\", \"anticipate\", \"believe\", \"plan\", \"estimate\", \"expect\", \"targeted\",\n\"outlook\", \"on track\" and \"intend\" and statements that an event or result\n\"may\", \"will\", \"should\", \"could\", \"would\" or \"might\" occur or be achieved and\nother similar expressions. All statements, other than statements of historical\nfact, included herein are forward-looking statements, including statements\nrelating to: the terms and completion of the Proposed Transaction and the\nOffering; and future plans, development and operations of the Resulting\nIssuer, its business and its properties. These statements involve known and\nunknown risks, uncertainties and other factors that may cause actual results\nor events to differ materially from those anticipated in such forward-looking\nstatements, risks relating to transactions of the nature of the Proposed\nTransaction and the Offering; the need for exchange approval, and other\nregulatory approvals and other risk factors as detailed from time to time in\neach party's respective filings with Canadian securities regulators, available\non such party's profile on SEDAR+ at www.sedarplus.ca. Forward-looking\nstatements are based on assumptions made with regard to, among other things:\nmarket conditions remaining favourable to completing the Proposed Transaction\nand the Offering. Forward-looking statements are based on estimates and\nopinions of management at the date the statements are made. Although the\nparties believe that the expectations reflected in such forward-looking\nstatements and/or information are reasonable, undue reliance should not be\nplaced on forward-looking statements since the parties can give no assurance\nthat such expectations will prove to be correct. The parties do not undertake\nany obligation to update forward-looking statements, other than as required by\napplicable laws. The forward-looking information contained in this press\nrelease is expressly qualified by this cautionary statement.\n\nCompletion of the Proposed Transaction is subject to a number of conditions,\nincluding but not limited to, TSX Venture Exchange acceptance and if\napplicable, disinterested shareholder approval. Where applicable, the Proposed\nTransaction cannot close until the required shareholder approval is obtained.\nThere can be no assurance that the Proposed Transaction will be completed as\nproposed or at all. Investors are cautioned that, except as disclosed in the\nmanagement information circular or filing statement to be prepared in\nconnection with the Proposed Transaction, any information released or received\nwith respect to the Proposed Transaction may not be accurate or complete and\nshould not be relied upon. Trading in the securities of Clean Air Metals\nand/or Springbok should be considered highly speculative. The TSX Venture\nExchange Inc. has in no way passed upon the merits of the Proposed Transaction\nand has neither approved nor disapproved the contents of this news release.\n\nNOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION\nIN THE UNITED STATES\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/315601"},"type":"article","timestamp":"2026-09-22T23:35:30.880126824Z","server_sent_at_ms":1790120130880},"received_at":"2026-09-22T23:35:31.044Z","source_url":"https://www.newsfilecorp.com/release/315601"},"analysis":{"id":"139128","press_release_id":"150326","analysis_json":{"industry":{"label":"Metals & Mining","sector":"Materials"},"redFlags":["10-for-1 share consolidation pending, typical of TSXV listing/price compliance re-basing","Transaction and escrow release of C$6.2M still conditional on TSXV approval and amalgamation completion by December 31, 2026","Springbok carries C$783,014 in total liabilities against only C$10,227 in total assets and nil revenue","Securities subject to statutory hold period expiring January 23, 2027"],"eventType":"m_and_a","narrative":"Clean Air Metals closed a non-brokered private placement of subscription receipts for gross proceeds of approximately C$6.2 million, consisting of 10,050,000 Non-FT receipts at C$0.50 and 2,090,909 flow-through receipts at C$0.55.\n\nThe financing was completed in connection with the July 31, 2026 amalgamation agreement with Fiore-backed Springbok Ventures, which will combine the Thunder Bay North Critical Minerals Project with Springbok's Maude Lake Property under a Tier 2 mining issuer led by CEO Mike Garbutt and CFO Kelsey Chin.\n\nFunds sit in escrow pending satisfaction of conditions, including completion of the amalgamation by no later than December 31, 2026, and remain subject to TSX Venture Exchange approval.\n\nImmediately prior to closing, Clean Air Metals will consolidate its shares 10-for-1 on a post-Consolidation basis, which will sharply re-base the share count and per-share metrics.","sentiment":"mixed","agentHooks":{"shouldPost":true,"suggestedAngle":"Fiore-backed merger financing closed -- C$6.2M escrowed as critical-minerals combination heads to TSXV approval, but watch the 10:1 consolidation."},"keyFigures":{"dealValueUsd":"C$6.2 million","offeringPrice":"C$0.50 (Non-FT); C$0.55 (FT)","sharesOffered":"10,050,000 Non-FT + 2,090,909 FT subscription receipts","customDimensions":{"tbn_resource":"14.9 Mt indicated grading 2.66 g/t Pt+Pd, 0.40% Cu, 0.24% Ni","hold_period_expiry":"January 23, 2027","consolidation_ratio":"10 pre-Consolidation shares for 1 post-Consolidation share","escrow_release_deadline":"120 days from closing, no later than December 31, 2026"}},"quotedText":"the Proposed Transaction will be completed by way of a three-cornered amalgamation","namedEntities":{"people":[{"name":"Mike Garbutt","role":"CEO (Clean Air Metals and Resulting Issuer)"},{"name":"Kelsey Chin","role":"CFO of Resulting Issuer"},{"name":"John Mason","role":"Director of Resulting Issuer"},{"name":"David Peck","role":"Director of Resulting Issuer"},{"name":"Ranj Pillai","role":"Director of Resulting Issuer; former Premier of Yukon"},{"name":"Ryan Brown","role":"Director of Resulting Issuer"},{"name":"Gordon Friesen","role":"CEO of Springbok Ventures"}],"products":["Thunder Bay North Critical Minerals Project","Maude Lake Property"],"companies":[{"name":"Clean Air Metals Inc.","ticker":"AIR","relationship":"filer/resulting issuer"},{"name":"Springbok Ventures Inc.","relationship":"merger counterparty (Fiore-backed)"},{"name":"Fiore Group","relationship":"backer of Springbok"},{"name":"1602037 B.C. Ltd. (Newco)","relationship":"subsidiary of Clean Air Metals"}],"dollarAmounts":[{"amount":"C$6.2 million","context":"gross proceeds of non-brokered private placement"},{"amount":"C$0.50","context":"price per Non-FT subscription receipt"},{"amount":"C$0.55","context":"price per FT subscription receipt"},{"amount":"C$783,014","context":"Springbok total liabilities as of May 31, 2026"}]},"materialImpact":{"score":3,"reasoning":"Clean Air Metals closed a C$6.2M private placement and is proceeding toward a business combination with Fiore-backed Springbok Ventures that will create a well-capitalized critical minerals issuer. Material for a TSXV micro-cap, but still subject to TSXV approval and escrow release conditions, and includes a 10:1 share consolidation."},"tickerRelevance":{"others":[{"ticker":"CLRMF","relevance":"OTC Pink listing of the filer"},{"ticker":"CKU","relevance":"Frankfurt listing of the filer"}],"primary":"AIR"},"globalImportance":25,"audienceRelevance":15,"eventTypeSecondary":["offering","dilution"],"importanceComponents":{"tickerTier":"micro-cap TSXV","dilutionNote":"10:1 consolidation plus new shares from subscription receipts","eventGravity":"M&A financing close with escrow conditions","issuerAuthored":true}},"event_type":"m_and_a","event_type_secondary":["offering","dilution"],"sentiment":"mixed","material_impact_score":3,"narrative":"Clean Air Metals closed a non-brokered private placement of subscription receipts for gross proceeds of approximately C$6.2 million, consisting of 10,050,000 Non-FT receipts at C$0.50 and 2,090,909 flow-through receipts at C$0.55.\n\nThe financing was completed in connection with the July 31, 2026 amalgamation agreement with Fiore-backed Springbok Ventures, which will combine the Thunder Bay North Critical Minerals Project with Springbok's Maude Lake Property under a Tier 2 mining issuer led by CEO Mike Garbutt and CFO Kelsey Chin.\n\nFunds sit in escrow pending satisfaction of conditions, including completion of the amalgamation by no later than December 31, 2026, and remain subject to TSX Venture Exchange approval.\n\nImmediately prior to closing, Clean Air Metals will consolidate its shares 10-for-1 on a post-Consolidation basis, which will sharply re-base the share count and per-share metrics.","key_figures":{"dealValueUsd":"C$6.2 million","offeringPrice":"C$0.50 (Non-FT); C$0.55 (FT)","sharesOffered":"10,050,000 Non-FT + 2,090,909 FT subscription receipts","customDimensions":{"tbn_resource":"14.9 Mt indicated grading 2.66 g/t Pt+Pd, 0.40% Cu, 0.24% Ni","hold_period_expiry":"January 23, 2027","consolidation_ratio":"10 pre-Consolidation shares for 1 post-Consolidation share","escrow_release_deadline":"120 days from closing, no later than December 31, 2026"}},"named_entities":{"people":[{"name":"Mike Garbutt","role":"CEO (Clean Air Metals and Resulting Issuer)"},{"name":"Kelsey Chin","role":"CFO of Resulting Issuer"},{"name":"John Mason","role":"Director of Resulting Issuer"},{"name":"David Peck","role":"Director of Resulting Issuer"},{"name":"Ranj Pillai","role":"Director of Resulting Issuer; former Premier of Yukon"},{"name":"Ryan Brown","role":"Director of Resulting Issuer"},{"name":"Gordon Friesen","role":"CEO of Springbok Ventures"}],"products":["Thunder Bay North Critical Minerals Project","Maude Lake Property"],"companies":[{"name":"Clean Air Metals Inc.","ticker":"AIR","relationship":"filer/resulting issuer"},{"name":"Springbok Ventures Inc.","relationship":"merger counterparty (Fiore-backed)"},{"name":"Fiore Group","relationship":"backer of Springbok"},{"name":"1602037 B.C. Ltd. (Newco)","relationship":"subsidiary of Clean Air Metals"}],"dollarAmounts":[{"amount":"C$6.2 million","context":"gross proceeds of non-brokered private placement"},{"amount":"C$0.50","context":"price per Non-FT subscription receipt"},{"amount":"C$0.55","context":"price per FT subscription receipt"},{"amount":"C$783,014","context":"Springbok total liabilities as of May 31, 2026"}]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-22T23:35:39.929Z","global_importance":25,"audience_relevance":15,"importance_components":{"tickerTier":"micro-cap TSXV","dilutionNote":"10:1 consolidation plus new shares from subscription receipts","eventGravity":"M&A financing close with escrow conditions","issuerAuthored":true}},"durationMs":8868,"modelName":"glm-5.3-flashx"}}