Clean AIR Metals Closes Flow-Through Private Placement
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CLEAN AIR METALS CLOSES
FLOW-THROUGH PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Thunder Bay, ON, December 20th, 2024 – Clean Air Metals Inc. ("Clean Air Metals" or the
"Company") (TSXV: AIR; OTCQB: CLRMF; FRA: CKU) announces that it has closed a non-
brokered private placement (the "FT Private Placement") for gross proceeds of $1,096,080
through the issuance of 18,268,000 common share of the Company that qualifies as a flow-
through share (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the
"FT Shares") at a price of$0.06 per FT Share (the "Offering").
The gross proceeds of the FT Shares will be used to incur eligible "Canadian exploration
expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in
the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's
projects in Ontario. All Qualifying Expenditures will be renounced in favour of the subscribers
of the FT Shares effective December 31, 2024.
Mike Garbutt, CEO, commented, "We are very pleased with the support we had in this private
placement. This financing will enable us to continue advancing the project with additional
drilling this winter, to improve project economics and progress towards bringing it to
production.”
In connection with the Offering, Red Cloud Securities Inc. ("Red Cloud") acted as a finder,
connecting the Company with certain subscribers. In consideration of their services, Red Cloud
will receive a payment of $60,544.80 from the Company and 1,009,080 non-transferable
common share purchase warrants (each a "Compensation Warrant"). Each Compensation
Warrant entitles Red Cloud to purchase a common share of the Company at $0. 105 per
common share for 24 months following the date of issuance.
Any securities issued under the Offering will be subject to a statutory hold period of four
months and one day from the date of issuance. This Offering is subject to final approval of the
TSX Venture Exchange ("TSX-V").
MI 61-101 Disclosure.
An insider of the Company has subscribed for an aggregate of 200,000 FT Shares. The
subscription by the "insider" is considered to be a "related party transaction" for the purposes
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of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company has completed the Offering in reliance on
exemptions available under MI 61-101 from the formal valuation and minority approval
requirements of MI 61-101. Specifically, the Offering is exempt from the formal valuation
requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the
Company is not listed on a specified market within the meaning of MI 61-101. Additionally, the
Offering is exempt from the minority approval requirement in Section 5.6 of MI 61 -101 in
reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject
matter of nor the fair market value of the consideration for, the Offering insofar as it involves
(or is expected to involve) "interested parties", exceeds 25% of the Company's market
capitalization. The Company did not file a material change report more than 21 days before
the expected closing date of the Offering as the details of the Offering and the participation
therein by each "related party" of the Company were not settled until shortly before the closing
of the Offering. The Company wished to close the Offering expeditiously for sound business
reasons.
The securities offered have not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities
in any State in which such offer, solicitation or sale would be unlawful.
About Clean Air Metals
Clean Air Metals is a development and exploration company advancing its flagship, 100%
owned Thunder Bay North Critical Minerals ("TBN") project, 40 km northeast of Thunder Bay,
Ontario. 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 13.8 Mt indicated mineral resource containing 2.4M Pt eq. oz (Technical Report on the
Thunder Bay North Project, Ontario Canada, NI43-101, SLR Consulting Canada Ltd, June 19,
2023) 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. With its proven technical team, Clean Air Metals is committed to growing the
resources at the TBN project and creating long-term value for shareholders.
Social Engagement
Clean Air Metals Inc. acknowledges that the Thunder Bay North Critical Minerals Project is
located within the area encompassed by the Robinson-Superior Treaty of 1850 and includes
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the territories of the Fort William First Nation, Red Rock Indian Band, Biinjitiwabik Zaaging
Anishinabek and Kiashke Zaaging Anishinaabek. Clean Air Metals also acknowledges the
contributions of the Métis Nation of Ontario, Region 2 and the Red Sky Métis Independent
Nation to the rich history of our area.
The Company appreciates 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. Clean Air Metals is committed to stewarding Indigenous heritage and
remains committed to building, fostering and encouraging a respectful relationship with First
Nations, Métis and Inuit peoples based upon principles of mutual trust, respect, reciprocity and
collaboration in the spirit of reconciliation.
ON BEHALF OF THE BOARD OF DIRECTORS
"Mike Garbutt"
Mike Garbutt
Chief Executive Officer
Connect with us on X/ Facebook/ Instagram.
Visit www.cleanairmetals.ca for more information or contact:
Mia Boiridy
Director of Communications and Investor Relations
250-575-3305
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Note Regarding Forward Looking Information
The information contained herein contains "forward-looking statements" within the meaning
of applicable securities legislation. Forward-looking statements relate to information based on
assumptions of management, forecasts of future results, and estimates of amounts not yet
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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 in this
press release include statements relating to TSX-V approval, use of proceeds of the Offering,
tax treatment of the FT Shares, and renunciation of the Qualifying Expenditures. These 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: political
and regulatory risks associated with mining and exploration; risks related to the maintenance
of stock exchange listings; risks related to 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 that 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 detailed 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 circumstances except in accordance with applicable securities laws. Actual events or
results could differ materially from the Company's expectations or projections.