Clean Air Metals Inc. (TSXV: AIR) (FSE: CKU) (OTC Pink: CLRMF) has announced the closing of a non-brokered private placement of subscription receipts, raising aggregate gross proceeds of approximately C$6.2 million. The offering supports a proposed three-cornered amalgamation with Fiore-backed Springbok Ventures Inc., which would create a combined critical minerals company advancing both the Thunder Bay North Critical Minerals Project and Springbok's Maude Lake Property in northwestern Ontario. Investors may be watching closely given the transaction's potential to reposition Clean Air Metals as a better-capitalised platform for platinum group metal and base metal exploration in Canada.

Key Points

  • Clean Air Metals Inc. (TSXV: AIR) and Springbok Ventures Inc. announced the closing of the non-brokered private placement and transaction update on September 22, 2026.
  • The offering raised approximately C$6.2 million through 10,050,000 non-flow-through subscription receipts at C$0.50 each and 2,090,909 flow-through subscription receipts at C$0.55 each.
  • Gross proceeds are held in escrow pending amalgamation conditions, with an escrow release deadline no later than December 31, 2026; subscription receipts carry a statutory hold period expiring January 23, 2027.
  • The proposed transaction remains subject to TSX Venture Exchange approval; a 10-for-1 share consolidation is planned immediately prior to the amalgamation.

Offering Structure and Escrow Conditions for the Clean Air Metals Placement

The C$6.2 million offering comprised two tranches of subscription receipts. Non-flow-through subscription receipts totalling 10,050,000 units were priced at C$0.50 each, while 2,090,909 flow-through subscription receipts were priced at C$0.55 each. All gross proceeds have been deposited into escrow and will be released only upon satisfaction or waiver of conditions precedent to the amalgamation, which must be met no later than December 31, 2026. The release states that no securities were issued as bonuses, finder's fees, or commissions in connection with the offering.

Three-Cornered Amalgamation to Combine Thunder Bay North and Maude Lake Assets

Pursuant to the amalgamation agreement dated July 31, 2026, Clean Air Metals subsidiary Newco and Springbok will amalgamate under British Columbia's Business Corporations Act, with Springbok shareholders becoming Clean Air Metals shareholders in the resulting issuer. The combined entity is intended to advance Clean Air Metals' 100%-owned Thunder Bay North Critical Minerals Project — hosting a 14.9 Mt indicated mineral resource grading 2.66 g/t platinum and palladium — alongside Springbok's Maude Lake Property, a 2,017-hectare nickel-copper-PGE exploration asset approximately 14 kilometres north of Schreiber, Ontario. A 10-for-1 share consolidation will be completed immediately prior to the amalgamation.

Resulting Issuer Leadership Team Anchored by Mining Engineer Mike Garbutt

The disclosure names Mike Garbutt, a professional mining engineer with 29 years of experience including roles at IAMGOLD, Stantec, KGHM, and Glencore, as expected Chief Executive Officer and director of the resulting issuer. Kelsey Chin, a chartered professional accountant with over 20 years of mining and capital markets experience, is named as expected Chief Financial Officer. The board is expected to include John Mason, David Peck, former Yukon Premier Ranj Pillai, and mining engineer Ryan Brown. The resulting issuer is anticipated to be classified as a Tier 2 mining issuer on the TSX Venture Exchange.