Clean Air Metals and Fiore-backed Springbok Ventures Announce Strategic Business Combination Strategic Transaction to Position Thunder Bay North for Development, Strengthen Capital Markets Profile and Create a New Critical Minerals Growth Platform
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Clean Air Metals and
Fiore-backed Springbok Ventures
Announce Strategic Business Combination
Strategic Transaction to Position Thunder Bay North for Development, Strengthen
Capital Markets Profile and Create a New Critical Minerals Growth Platform
Not for distribution to United States newswire services or for dissemination in the United States.
Highlights
• A strategic business combination with Springbok Ventures, a Fiore Group-
backed company focused on critical minerals in Ontario
• Creation of a growth-oriented critical minerals platform focused on domestic
critical minerals in Canada with the ability to pursue future acquisitions and
strategic opportunities
• Minimum C$5 million concurrent financing of subscription receipts
• Partnership with the Fiore Group, one of Canada’s leading mining groups
• Continued advancement of the Thunder Bay North Critical Minerals Project
• Addition of the Maude Lake Property in Ontario as an exploration asset
Thunder Bay, ON, July 31, 2026 – Clean Air Metals Inc. (“Clean Air Metals”) (TSX.V:
AIR; FRA: CKU; OTCQB: CLRMF), 1602037 B.C. Ltd. ("Newco")., a wholly owned
subsidiary of Clean Air Metals, and Springbok Ventures Inc., an unlisted reporting issuer
(“Springbok”), are pleased to announce that they have entered into an amalgamation
agreement dated July 31, 2026 (the “Amalgamation Agreement”) to complete a
business combination (the “Proposed Transaction”) that will create a well-capitalized
critical minerals company (the “Resulting Issuer”) focused on advancing Clean Air
Metals’ flagship Thunder Bay North Critical Minerals Project (the “TBN Project”) in
northwestern Ontario, Canada, as well as continuing exploration efforts with
Springbok’s Maude Lake Property (“Maude Lake”) located in northwestern Ontario,
Canada. The Resulting Issuer will carry on the business of Clean Air Metals. The
Proposed Transaction, including the Concurrent Offering (defined below), is subject to
the customary closing conditions, including the approval of the TSX Venture Exchange
(“TSXV”) and the requisite approvals of the shareholders of each of Clean Air Metals
and Springbok.
Strategic Rationale of the Proposed Transaction
The Proposed Transaction represents a strategic partnership with the Fiore Group, one
of Canada's leading mine-building organizations with an established track record of
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discovering, financing, developing and creating shareholder value through publicly
listed mining companies.
About the Fiore Group
The Fiore Group is led by a team of highly experienced mining entrepreneurs and
executives with a proven history of creating shareholder value through project
discovery, development, financing and corporate transactions. Companies within the
broader Fiore ecosystem include Cambria Gold Mines, Selkirk Copper Mines, Nations
Royalty, NexGold, Argenta Silver, SEVA Mining, Crossroads Gold, Copper Giant,
Oceanic Iron Ore and Pacific Ridge Exploration.
Mike Garbutt, President and CEO of Clean Air Metals, commented, “Following a difficult
period in the market for PGM explorers, the Company has been making a concerted
effort for over a year to identify strategic opportunities to advance the TBN Project. The
Proposed Transaction now serves as a critical milestone in the advancement of the
Thunder Bay North Project. It provides an immediate strengthening of our balance sheet
and is a launch point to execute on a strategy to become a leading PGM-Cu exploration
and development company. We look forward to having Fiore Group as a strategic
partner, which will bring market visibility and credibility with extensive institutional
relationships for improved access to capital.”
Ryan Weymark, Partner of the Fiore Group and Advisor to Springbok, commented, "We
have been highly impressed with the quality of the Thunder Bay North Project and the
work completed by the Clean Air Metals team. Platinum group metals, together with
copper and nickel, are beco ming increasingly important strategic metals, and we
believe the Thunder Bay North Project has the potential to become one of Canada's
premier critical minerals development assets. Our objective extends beyond financing a
single project—we intend to build a leading Canadian critical minerals company through
disciplined project advancement, responsible community partnerships and strategic
growth opportunities."
Benefits to Shareholders
• Exposure to both the advanced stage TBN Project, one of Canada's largest
undeveloped platinum group metals (“PGM”) development projects, with
significant exploration upside and existing engineering studies, and the Maude
Lake Project with multiple high-priority exploration targets with significant
discovery potential.
• Creation of a leading PGM development and exploration vehicle, that can take
advantage of expected demand growth in both PGMs and copper.
• Participation in a well-capitalized public company following the completion of
the Concurrent Offering that will strengthen the balance sheet and advance
critical TBN Project activities.
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• Alignment with Clean Air Metals efforts to build meaningful relationships with
Indigenous communities, including experience in integrating shared
ownership and participation models.
• Participation in the Fiore Group's proven mine development and building
platform where they have the proven ability to execute on growth
opportunities and maintain a long-term view on the potential of the PGMs.
• A strengthened management team and board comprised of experienced
mining executives with extensive technical, operational, community &
indigenous relations, and capital markets expertise.
• Continued commitment to build meaningful relationships with Indigenous
communities, including experience in integrating shared ownership and
participation models.
• Future value creation opportunities through disciplined project advancement,
resource growth, strategic acquisitions and industry consolidation.
The Proposed Transaction
Pursuant to the terms of the Amalgamation Agreement, the Proposed Transaction will
be completed by way of a three-cornered amalgamation (the “Amalgamation”)
pursuant to which Springbok and Newco will amalgamate under the statutory
provisions of the Business Corporations Act (British Columbia) (“BCBCA”) and continue
as Amalco, a wholly-owned subsidiary of Clean Air Metals and former shareholders of
Springbok will become shareholders of Clean Air Metals, being the "Resulting Issuer"
after giving effect to the Proposed Transaction.
The Proposed Transaction will include the following steps:
• Clean Air Metals will complete a consolidation of its outstanding common shares
on the basis of 10 pre-consolidation common shares of Clean Air Metals for each
one (1) post-consolidation common share of Clean Air (each, a "Resulting Issuer
Share"), to occur immediately prior to the effective time of the Amalgamation
(the "Consolidation");
• Clean Air Metals will continue from the Canada Business Corporations Act to the
BCBCA (the "Continuance");
• each Subscription Receipt (as defined below) will be automatically converted in
accordance with its terms into the number of Springbok Shares (as defined
below) equal to the quotient obtained when ten is divided by nine (the
"Subscription Receipt Exchange Ratio ") immediately prior to the effective time
of the Amalgamation;
• upon the effective time of the Amalgamation:
o each shareholder of Springbok (including, for greater certainty, holders
of Springbok Shares issued on the conversion of the Subscription
Receipts), other than a dissenting shareholder, shall receive nine-tenths
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(0.9) of a Resulting Issuer Share for each one (1) common share of
Springbok (each, a "Springbok Share");
o each common share of Newco outstanding immediately prior to the
effective time will be cancelled and, in consideration therefor, Amalco
will issue one common share of Amalco to Clean Air Metals; and
o as consideration for the issuance of the Resulting Issuer Shares to
shareholders of Springbok to effect the Amalgamation, Amalco will issue
to the Resulting Issuer one common share of Amalco for each Resulting
Issuer Share so issued.
Upon the completion of the Proposed Transaction, including completion of the
Concurrent Offering, it is expected that the Resulting Issuer Shares will be
approximately held as follows: 41.8% by former Clean Air Metals shareholders; 41.7%
by former Springbok shareholders; and 16.5% by former Subscription Receipt holders,
on a non-diluted basis. The Proposed Transaction is an arm's length transaction as
between Springbok and Clean Air Metals and will constitute a "reverse takeover" of
Clean Air Metals for the purposes of the TSXV policies.
It is expected that the Resulting Issuer will be renamed to "Dante Metals Corp." in
connection with the completion of the Proposed Transaction (the "Name Change").
Conditions for Completion of the Transaction
Completion of the Proposed Transaction is subject to the satisfaction of certain
conditions customary for a transaction of this nature, including but not limited to the
following:
• the approval of the Consolidation, the Name Change (as defined below) and
the Continuance by 66.67 % of the votes cast by Clean Air Metals shareholders
at the annual and special meeting of shareholders of Clean Air Metals (“CAM
Shareholder Meeting”);
• the approval of 66.67% of the votes cast by Springbok shareholders at the
annual and special meeting of shareholders of Springbok;
• the acceptance of the Proposed Transaction by the TSXV;
• the conditional approval of the listing of the Resulting Issuer Shares issuable to
Springbok shareholders pursuant to the Proposed Transaction on the TSXV;
• the parties using commercially reasonably efforts to complete the Concurrent
Offering; and
• other closing conditions customary for transactions of the nature of the
Proposed Transaction.
The Amalgamation Agreement also includes customary mutual non-solicitation
provisions and fiduciary-out provisions. Clean Air Metals expects to call the CAM
Shareholder Meeting to be held in early September 2026 to, among other things, seek
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approval for the Consolidation, the Name Change, the Continuance and the New Slate
(as defined below).
In addition to shareholder approvals, the Proposed Transaction is subject to applicable
regulatory approvals and the satisfaction of certain other closing conditions customary
for a transaction of this nature, including, among others, receipt of key third party
consents, no material breaches of the representations, warranties and covenants of the
parties, no material adverse effects being suffered by the parties and no more than 5%
of shareholders of each of Clean Air Metals and Springbok, as applicable, having
exercised dissent rights provided for under the CBCA or BCBCA, as applicable.
The Proposed Transaction cannot be completed until all the conditions included in the
Amalgamation Agreement are satisfied or waived. There can be no assurance that the
Proposed Transaction will be completed as proposed or at all. A copy of the
Amalgamation Agreement will be filed and posted on SEDAR+ at www.sedarplus.ca
under Clean Air Metals’ and Springbok’s respective profiles.
Additional details regarding the Proposed Transaction will be included in the
management information circulars of Clean Air Metals and of Springbok, which will be
mailed to their respective shareholders prior to their shareholder meetings and in the
filing statement to be prepared by Clean Air Metals pursuant to the policies of the TSXV
and filed on SEDAR+ at www.sedarplus.ca. Investors are cautioned that, except as
disclosed in management information circulars or the filing statement to be prepared
in connection with the Proposed Transaction, any information released or received with
respect to the Proposed Transaction may not be accurate or complete and should not
be relied upon.
Maude Lake Property
Springbok entered an option agreement (the “Option Agreement”) dated June 17,
2026 with Transition Metals Corp. ("TMC") to acquire the Maude Lake Property. The
property is located the in Pays Plat Lake Area, Lower Aguasabon Lake Area and Priske
Township, Ontario
Pursuant to the terms of the Option Agreement, Springbok may acquire a 100% interest
in the Maude Lake Property by paying TMC an aggregate of $400,000 in cash, issue
Springbok Shares and incur an aggregate of $3,000,000 in expenditures, as follows:
(i) pay $50,000 in cash and issue 300,000 Springbok Shares upon the signing
of the Option Agreement, which has been satisfied;
(ii) pay $50,000 in cash and issue $550,000 worth of Springbok Shares on the
first anniversary of the Option Agreement;
(iii) pay $100,000 in cash and issue $800,000 worth of Springbok Shares on the
second anniversary of the Option Agreement;
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(iv) pay $200,000 in cash and issue $1,500,000 worth of Springbok Shares on
the third anniversary of the Option Agreement; and
(v) incur an aggregate of $250,000 in exploration expenditures on the Maude
Lake Property prior to the first anniversary of the Option Agreement, an
aggregate of $1,000,000 prior to the second anniversary, and an aggregate
of $3,000,000 prior to the third anniversary of the Option Agreement.
In addition, Springbok has agreed to grant to TMC a 2.0% net smelter royalty on the
portion of the Maude Lake Property that is not encumbered with an existing underlying
royalty agreement and a 1.0% net smelter royalty on the portion of the Maude Lake
Property that is encumbered with an existing underlying royalty agreement (together,
the "Maude Lake Royalty"). Springbok has the right to purchase 0.75% of the
unencumbered portion of the Maude Lake Royalty for $1,500,000 and 0.5% of the
encumbered portion of the Maude Royalty for $750,000, prior to commercial
production, leaving Transition Metals with a 1.25% and 0.5% on the unencumbered and
encumbered portions of the Maude Lake Royalty, respectively. In addition, if Springbok
exercises the option and acquires a 100% interest in the Maude Lake Property,
Springbok is required to pay TMC $1,000,000 upon the completion of a feasibility study
and $5,000,000 within 12 months of commercial production on the Maude Lake
Property
Post-Closing Details
Following the Proposed Transaction, the Resulting Issuer will continue as a reporting
issuer in each of the provinces of Canada and will comply with its continuous disclosure
obligations under applicable Canadian securities laws.
Upon completion of the Proposed Transaction, it is intended that the Resulting Issuer
will be managed by Mike Garbutt as President & Chief Executive Officer and Kelsey
Chin as Chief Financial Officer & Corporate Secretary, and Kris Tuuttila as VP
Sustainability and Community Relations.
The Resulting Issuer’s board of directors will consist of five (5) directors: three nominees
of Clean Air Metals, who will be: Mike Garbutt, Dave Peck and John Mason, and two
nominees of Springbok, who will be: Ranj Pillai and Ryan Brown (the "New Slate").
Recommended Approval of the Proposed Transaction by Clean Air Metals Board
Beginning in April 2025, the board of directors of Clean Air Metals (“Clean Air Metals
Board”) established a Special Committee (“SC”) that convened twice monthly to explore
strategic alternatives for the project and Clean Air Metals as a whole, with the mandate
to address challenges with raising capital in tough markets and determine the best path
forward. This Proposed Transaction represents a culmination of this initiative.
The Clean Air Metals Board retained Mills Dunlop Capital Partners ("MDCP") as its
financial advisor in connection with the Proposed Transaction on a fixed fee basis. The
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Clean Air Metals Board has determined that the Proposed Transaction is in the best
interests of Clean Air Metals shareholders. The Clean Air Metals Board has unanimously
approved the Proposed Transaction recommends that Clean Air Metals’ shareholders
vote in favour of the Proposed Transaction.
Recommended Approval of the Proposed Transaction by Springbok Board
The board of directors of Springbok (the “Springbok Board”) contemplated a variety of
factors in their determination of the Proposed Transaction. No advisory services were
obtained by the Springbok Board in connection with the Proposed Transaction. The
Springbok Board unanimously approved the Proposed Transaction and recommends
that Springbok shareholders vote in favour of the Proposed Transaction.
Non-Brokered Private Placement of Subscription Receipts
In connection with the Proposed Transaction, and, if applicable, subject to the approval
of the TSXV, Springbok intends to complete a non-brokered private placement of a
minimum of 10,000,000 subscription receipts of Springbok (the “Subscription
Receipts”) on or prior to the closing of the Proposed Transaction (the “Concurrent
Offering”) for minimum gross proceeds of $5 million at a price per Subscription Receipt
of $0.50. Each Subscription Receipt issued pursuant to the Concurrent Offering will,
subject to satisfaction or waiver of certain escrow release conditions, automatically
convert in accordance with its terms into that number of Springbok Shares equal to the
Subscription Receipt Exchange Ratio immediately prior to the effective time of the
Amalgamation. Pursuant to the Proposed Transaction, each Springbok Share issued
pursuant to the Subscription Receipts will be exchanged for nine-tenths (0.9) of a
Resulting Issuer Share at the effective time of the Amalgamation.
All funds raised in the Concurrent Offering will be held in escrow and released to the
Resulting Issuer only upon closing of the Proposed Transaction. A finder’s fee may be
payable on all or a portion of the Concurrent Offering, in accordance with the policies
of the TSXV.
It is anticipated that the Resulting Issuer will use the net proceeds from the Concurrent
Offering to advance project activities and exploration and evaluate strategic
development alternatives. By growing the asset portfolio through disciplined
acquisitions and exploration opportunities, the Resulting Issuer intends to become a
premier Canadian critical minerals development company capable of supplying
platinum group metals, copper and nickel to North American markets. Upon
completion of the Proposed Transaction, the Fiore Group will be paid a 1.0%
administrative success fee.
About Springbok Ventures
Springbok Ventures Inc. is an unlisted reporting issuer mineral exploration company
backed by the Fiore Group, a mine-building organization with a proven track record of
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discovering, financing and developing successful mining companies globally.
Springbok's principal asset is its interest in the Maude Lake Property, located
approximately 14 kilometres north of Schreiber, Ontario, consisting of 95 contiguous
mining claims covering approximately 2,017 hectares. The property hosts nickel-
copper-platinum group element ("PGE") sulphide mineralization associated with the
historical Nicopor Occurrence and has been the subject of extensive geological,
geophysical and drilling programs that have identified multiple high-priority
exploration targets with significant discovery potential.
About Clean Air Metals
Clean Air Metals is a development and exploration company advancing its flagship
100% owned Thunder Bay North Critical Minerals Project, 40 km northeast of Thunder
Bay, Ontario, Canada. The TBN project, accessible by road and next to established
infrastructure, hosts two (2) deposits - the Current and Escape deposits, only 2.5 km
apart. Together, the deposits host a 14.9 Mt indicated mineral resource grading 2.66
g/t (Pt+Pd), 0.40% Cu and 0.24% Ni (NI 43-101 PEA Technical Report, Thunder Bay
North Project, Ontario, Canada SLR Consulting Canada Ltd, November 21, 2025) with
significant potential for expansion down-plunge.
One of the rare primary platinum resources outside of South Africa, the TBN Project is
in a stable and mining-friendly jurisdiction and benefits from longstanding relationships
with local First Nations. The TBN project has the potential to develop into a secure
source of rare platinum metals, as well as other critical metals such as copper, nickel,
and cobalt, for the North American manufacturing sector. Ongoing concerns over
future platinum supply are driving prices to historic highs, with obvious benefits for a
future TBN mining operation. With its proven technical team, Clean Air Metals is
committed to advancing the TBN Project and creating long-term value for shareholders.
Social Engagement
Both Clean Air Metals and Springbok acknowledge that the Thunder Bay North Critical
Minerals Project is located within the area encompassed by the Robinson-Superior
Treaty of 1850 and includes the territories of the Fort William First Nation, Red Rock
Indian Band, Biinjitiwabik Zaaging Anishinabek and Kiashke Zaaging Anishinaabek.
We further acknowledge that the Maude Lake Property is also located within the
Robinson-Superior Treaty of 1850 area. This includes the territories of Pays Plat First
Nation, Fort William First Nation, Biinjitiwaabik Zaaging Anishinaabek, Kiashke Zaaging
Anishinaabek, Bingwi Neyaashi Anishinaabek, and Long Lake 58 First Nations. Both
companies also acknowledge the important history of the Métis Nation of Ontario,
Region 2 and the Red Sky Métis Independent Nation
We appreciate the opportunity to work in these territories and remains committed to
the recognition and respect of those who have lived, travelled, and gathered on the
lands since time immemorial. We are committed to stewarding Indigenous heritage