Clean Air Metals Inc. Announces Receipt of Conditional Approval of Transactions and Filing Statement from the TSX Venture Exchange
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Clean Air Metals Inc. Announces Receipt of Conditional
Approval of Transactions and Filing Statement from the
TSX Venture Exchange
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA
Toronto, ON, May 7, 2020 – Clean Air Metals Inc. (formerly Regency Gold Corp.) (“Clean Air” or the
“Company”) (NEX: RAU.H) is pleased to announce that it has received conditional approval from the TSX
Venture Exchange (“TSXV ”) with respect to its previously announced transaction (“Transaction ”) in
accordance with Policy 5.2 of the TSXV. In connection with the Transaction, Clean Air filed a filing statement
(the “Filing Statement”) dated May 5, 2020, in support of its application to the TSXV to become a “Mining
Issuer” (as that term is defined in the policies of the TSXV).
The Transaction
Pursuant to the terms of the definitive option agreement dated January 6, 2020, as amended January 27,
2020 (collectively, the “Option Agreement”) entered into between the Company and Benton Resources
Inc. (“Benton”) (TSXV: BEX), the Company will proceed with the completion of the acquisition of an option
(the “Option”) to acquire a 100% right, title and interest in and to the Escape Lake Property (the “Escape
Lake Property”).
Pursuant to the terms of a definitive share purchase agreement dated January 6, 2020 (the “ Pan
Agreement”) entered into between the Company and Magma Metals PTY Ltd. (“Magma”), the Company
will proceed with the completion of the acquisition of 100% of Panoramic Resources Inc.’s indirect
subsidiary, Panoramic PGMs (Canada) Ltd. (“Pan Subsidiary”), which owns the Thunder Bay North Project
(the “TBN Project”).
Shareholder Approval
The Company obtained shareholder approval from a majority of the shareholders in respect of the
Transaction by way of written consent in accordance with Section 4.3 of Policy 5.2 of the TSXV Corporate
Finance Manual.
Filing Statement
In connection with the Transaction and pursuant to TSXV requirements, Clean Air has filed the Filing
Statement on SEDAR under the Company’s issuer profile at www.sedar.com. Readers are strongly
encouraged to review the Filing Statement for full details on the Transaction.
The completion of the Transaction remains subject to final approval by the TSXV and fulfillment of the
TSXV requirements in order to obtain such approval, including among other things, submission and
acceptance of all documents requested by the TSXV in its conditional approval letter and payment of all
outstanding fees to the TSXV. Until final approval of the TSXV is obtained and a Final Exchange Bulletin is
issued, trading in the common shares of Clean Air will remain halted. Upon resumption of trading, the
common shares of Clean Air will trade under the symbol “AIR” and Clean Air will be listed on the TSXV as
a Tier 2 Mining Issuer.
ON BEHALF OF THE BOARD OF DIRECTORS
"Abraham Drost"
Abraham Drost, Chief Executive Officer of Clean Air Metals Inc.
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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 "forward -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 state ments 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 adequate 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 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.