Clean Air Metals Inc. (TSXV: AIR) (FSE: CKU) (OTCID: CLRMF) has announced an upsizing of its concurrent non-brokered private placement to approximately C$6.2 million, ahead of a planned reverse takeover involving Fiore-backed Springbok Ventures Inc. The financing will be completed by Clean Air Metals and will consist of subscription receipts priced at C$0.50 and C$0.55 per unit. Proceeds are earmarked for exploration and development at the Thunder Bay North Project and Springbok's Maude Lake Project, as well as general working capital. Investors are watching closely as the company advances toward closing a three-cornered amalgamation transaction under TSX Venture Exchange policies.

Key Points

  • Clean Air Metals Inc. (TSXV: AIR) (FSE: CKU) (OTCID: CLRMF) announced the upsized financing on September 16, 2026
  • The non-brokered private placement has been increased to approximately C$6.2 million from a previously announced amount
  • Up to 10,050,000 non-flow-through subscription receipts at C$0.50 and up to 2,090,909 flow-through subscription receipts at C$0.55 per unit
  • Completion remains subject to TSXV acceptance and customary closing conditions

Structure of the C$6.2 Million Subscription Receipt Offering

The offering comprises two tranches. The first consists of up to 10,050,000 non-flow-through subscription receipts priced at C$0.50 each, raising gross proceeds of up to C$5.025 million. The second tranche offers up to 2,090,909 flow-through subscription receipts at C$0.55 each, for gross proceeds of up to approximately C$1.15 million. Gross proceeds will be held in escrow until escrow release conditions linked to completion of the Transaction are met. Upon satisfaction of those conditions, each subscription receipt will automatically convert into one post-consolidation common share of the resulting issuer, with flow-through receipts qualifying under the Income Tax Act (Canada).

Reverse Takeover Transaction With Fiore-Backed Springbok Ventures

The financing is concurrent with a proposed business combination structured as a three-cornered amalgamation involving Clean Air Metals, Springbok Ventures, and a wholly owned subsidiary of Clean Air Metals. The transaction constitutes a reverse takeover of Clean Air Metals under TSXV policies. Springbok's principal asset is the Maude Lake Property located approximately 14 kilometres north of Schreiber, Ontario — a nickel-copper-PGE sulphide project covering approximately 2,017 hectares across 95 contiguous mining claims. Springbok is backed by the Fiore Group, which has a stated track record in discovering, financing, and developing mining companies globally.

Thunder Bay North Project and Intended Use of Proceeds

Clean Air Metals' flagship Thunder Bay North Critical Minerals Project, located 40 kilometres northeast of Thunder Bay, Ontario, hosts two deposits with a combined 14.9 Mt indicated mineral resource grading 2.66 g/t platinum and palladium combined, 0.40% copper, and 0.24% nickel, according to a November 2025 NI 43-101 technical report. Proceeds from the offering are intended to advance development and exploration at Thunder Bay North and the Maude Lake Property, alongside general working capital and corporate purposes. The project is accessible by road and situated near established infrastructure, with longstanding relationships with local First Nations communities noted in the announcement.