Clean Air Metals Announces Results of AGM, Appointment of Ewan Downie as Director and Filing of Q1/20 Financial Statements
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Clean Air Metals Announces Results of AGM,
Appointment of Ewan Downie as Director
and Filing of Q1/20 Financial Statements
Toronto, ON, June 26, 2020 – Clean Air Metals Inc. (formerly Regency Gold Corp.)
(“Clean Air ” or the “ Company”) (TSX.V: AIR ) is pleased to announce that the
shareholders of the Company approved all matters at its annual general meeting (“AGM”)
held on June 25, 2020, as follows:
(i) setting the number of directors at five (5);
(ii) the election of Abraham Drost, James Gallagher, Dean Chambers,
MaryAnn Crichton and Ewan Downie as directors of the Company for the
ensuing year;
(iii) the approval of a new Bylaw No.1 and repeal of all existing bylaws of the
Company;
(iv) the appointment of Manning Elliott LLP as Auditor for the Company for the
ensuing year; and
(v) the approval and confirmation of the Company’s stock option plan.
The Company is pleased to welcome Ewan Downie to the board of directors of Clean Air
(the “Board of Directors”). Mr. Downie has been President & CEO of Premier Gold Mines
Ltd. since its inception in 2006. He has been working in the mineral exploration and mining
industry for more than 25 years, was the founder of Premier's predecessor, Wolfden
Resources Inc., and has participated in several gold and base metal discoveries. Awards
include the 2003 recipient of the Prospectors and Developers Association of Canada's Bill
Dennis Prospector of t he Year and several Exploration and Development
acknowledgements from the Northwestern Ontario Prospectors Association.
At the post-AGM meeting of the Board of Directors: (i) Jim Gallagher was reappointed as
Executive Chairman of the Board of Directors.; (ii) Independent Director, Dean Chambers,
was reappointed as Chair of the Audit Committee; (iii) Independent Director, MaryAnn
Crichton, was appointed Chair of the newly formed Sustainability Committee; and (iv)
Independent Director , Ewan Downie, was appointed as Chair of the Compensation
Committee. The members of Clean Air’s senior management team were also reappointed
in their current respective capacities.
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The Company also announces that it has filed its condensed interim consolidated financial
statements for the three months ended April 30, 2020. Full details of the financial reports
and operating results for the first quarter ended April 30, 2020 are described in the
Company’s condensed interim consolidated financial statements with accompanying
notes and related Mana gement’s Discussion and Analysis, available on the Company’s
issuer profile on SEDAR at www.sedar.com.
First Quarter Financial Highlights
In Q1/20, the Company:
• Generated gross proceeds of $15 million through the issuance of 75 million
subscription receipts at $0.20. Upon satisfaction of certain escrow conditions, each
subscription receipt was convertible into one unit consisting of one common share
and-half common share purchase warrant, exercisable at $0.30 until February 11,
2022. As at April 30, 2020, a total of $15 million was included in trade and other
payables representing the common shares issuable upon conversion. Subsequent
to April 30, 2020, all escrow conditions were satisfied and the subscription receipts
were converted.
• Had a $14.1 million cash balance at April 30, 2020.
• Incurred $637,242 of operating expenses.
• Entered into a definitive agreement with Benton Resources Inc. (“BEX”) (the
“Benton Transaction”) whereby the Company has acquired an option to acquire a
100% right, title and interest in the Escape Lake property . In addition, BEX also
assigned to the Company its rights under a letter of intent previously entered into
with Panoramic Resources Inc. (“PAN”) pursuant to which BEX acquired the right
to acquire 100% of PAN's subsidiary, Panoramic PGMs (Canada) Ltd., which owns
the Thunder Bay North project. (See press release dated February 10, 2020 for
full details on the Benton Transaction.) As at April 30, 2020, $295,429 was included
in deferred acquisition costs representing the costs incurred related to the Benton
Transaction prior to closing. Subsequent to April 30, 2020, the Benton Transaction
was completed and Panoramic PGMs (Canada) Ltd. became a who lly-owned
subsidiary of the Company.
Subsequent to April 30, 2020, the Company completed a flow -through financing of
common shares at $0.50, generating aggregate gross proceeds of $6.7 million enhancing
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the Company’s liquidity position. The proceeds of the financing will be used to incur eligible
“Canadian exploration expenditures ” that will qualify as “flow- through mining
expenditures” (as such terms are defined in the Income Tax Act (Canada)), including
expansion of the drilling progr am on the Escape Lake intrusion area of the Company’s
Thunder Bay North project.
CEO Abraham Drost stated that “we are very pleased to welcome Ewan Downie as an
independent Director to the Board of Director s of Clean Air Metals Inc. Ewan is an
experienced executive who has supervised the transition of a successful junior explorer
to a successful exploration-oriented junior producer with substantial re venues from
mineral production. Ewan’s appointment complements a strong Board of Directors and
senior management team of the Company , all of whom were re- elected for the coming
year.”
The Company further announces the grant of 750,000 incentive stock options to purchase
common shares of the Company to certain directors, employees and consultants, subject
to TSX Venture Exchange approval. The stock options are exercisable at $0.32 for a
period for 5 years from the date of grant, and subject to vesting provisions. The option
shares issuable upon exercise of the options are subject to a four -month statutory hold
period from the original date of grant.
COVID Policy
Clean Air Metals Inc. has adopted COVID -19 avoidance and personal protection
measures for its geological staff, drilling contractor and service suppliers. Personnel are
required to maintain physical distance, self-monitor and self-isolate or elect to work from
home. Management had previously eliminated plans for a camp setup to service a planned
diamond drill campaign on the Escape Lake Project. The Company is aware of Thunder
Bay Health Unit guidelines tha t provide for “mandatory” self -isolation for returning
overseas and inter -provincial travel. The guidelines previously also “strongly
recommended” self-isolation after travel into the Northwest region from other areas of the
Province. Mineral Exploration and Development has been deemed an essential service in
the Province of Ontario ( http://www.netnewsledger.com/2020/03/23/ontario-covid-19-
business-allowed-to-remain-open-list-march-23-2020/). The Company has procured the
services of a locally staffed and serviced diamond drilling contractor to complete the Phase
1 and commence the Phase 2 diamond drilling program.
Clean Air Metals Inc. and its wholly -owned subsidiary Panoramic PGMs (Canada) Ltd.
acknowledge that the Escape Lake Property is on the traditional territory of the Fort William
First Nation and the Red Rock First Nation, signa tories to the Robinson-Superior Treaty
of 1850.
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ON BEHALF OF THE BOARD OF DIRECTORS
"Abraham Drost"
Abraham Drost, Chief Executive Officer of Clean Air Metals Inc.
For further information, please contact:
Abraham Drost, Chief Executive Officer of Clean Air Metals Inc.
Phone: 807-252-7800
Email: [email protected]
Website: www.cleanairmetals.ca
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy
or accuracy of this release.
Cautionary Note
The information contained herein contains "f orward-looking statements" within the
meaning of applicable securities legislation. Forward- looking statements relate to
information that is based on assumptions of management, forecasts of future results, and
estimates of amounts not yet determinable. Any statements that express predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future events or
performance are not statements of historical fact and may be "forward- looking
statements." Forward-looking statements are subject to a variety of risks and uncertainties
which could cause actual events or results to differ from those reflected in the forward-
looking statements, including, without limitation: risks related to the TSXV listing, risk
related to the failure to obtain adeq uate financing on a timely basis and on acceptable
terms; risks related to the outcome of legal proceedings; political and regulatory risks
associated with mining and exploration; risks related to the maintenance of stock
exchange listings; risks related t o environmental regulation and liability; the potential for
delays in exploration or development activities or the completion of feasibility studies; the
uncertainty of profitability; risks and uncertainties relating to the interpretation of drill
results, the geology, grade and continuity of mineral deposits; risks related to the inherent
uncertainty of production and cost estimates and the potential for unexpected costs and
expenses; results of prefeasibility and feasibility studies, and the possibility t hat future
exploration, development or mining results will not be consistent with the Company's
expectations; risks related to commodity price fluctuations; and other risks and
uncertainties related to the Company's prospects, properties and business detai led
elsewhere in the Company's disclosure record. Should one or more of these risks and
uncertainties materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in forward- looking statements. Investors are
cautioned against attributing undue certainty to forward- looking statements. These
forward-looking statements are made as of the date hereof and the Company does not
assume any obligation to update or revise them to reflect new events or circumst ances,
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except in accordance with applicable securities laws. Actual events or results could differ
materially from the Company's expectations or projections.