Clean Air Metals and Fiore-backed Springbok Ventures Announce Closing of Non-Brokered Private Placement and Transaction Updates

Clean Air Metals Inc. (TSXV: AIR) (FSE: CKU) (OTC Pink: CLRMF) and Springbok Ventures Inc., a Fiore-backed unlisted reporting issuer, are pleased to announce the closing of the previously announced non-brokered private placement of subscription receipts of Clean Air Metals for aggregate gross proceeds of approximately C$6.2 million. The Offering consisted of a combination of the following securities: 10,050,000 subscription receipts of Clean Air Metals at a price of C$0.50 per Non-FT Subscription Receipt; and 2,090,909 "flow-through" subscription receipts of Clean Air Metals at a price of C$0.55 per FT Subscription Receipt. The Offering was completed in connection with the amalgamation agreement dated July 31, 2026, entered into among Clean Air Metals, 1602037 B.C. Ltd., a wholly owned subsidiary of Clean Air Metals, and Springbok, to complete a business combination that will create a well-capitalized critical minerals company focused on advancing Clean Air Metals' flagship Thunder Bay North Critical Minerals Project in northwestern Ontario, Canada, as well as continuing exploration efforts with Springbok's Maude Lake Property located in northwestern Ontario, Canada. Pursuant to the terms of the Amalgamation Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation pursuant to which Springbok and Newco will amalgamate under the statutory provisions of the Business Corporations Act (British Columbia) and continue as Amalco, a wholly owned subsidiary of Clean Air Metals, and former shareholders of Springbok will become shareholders of Clean Air Metals, being the "Resulting Issuer" after giving effect to the Proposed Transaction. Please refer to the joint news release dated July 31, 2026, for more information on the Proposed Transaction. The gross proceeds of the Offering have been deposited into escrow with a subscription receipt agent pending satisfaction of certain escrow release conditions, which include the completion, satisfaction or waiver prior to 5:00 p.m. (Toronto time) on the date that is 120 days from closing (provided that such deadline shall in no event occur later than December 31, 2026) (the "Escrow Release Deadline") of all conditions precedent to the Amalgamation and the delivery of an escrow release notice from Clean Air Metals and Springbok to the subscription receipt agent confirming those conditions have been satisfied or waived (the "Escrow Release Conditions"). Each Non-FT Subscription Receipt will, subject to satisfaction or waiver of the Escrow Release Conditions by the Escrow Release Deadline, automatically convert in accordance with its terms into one common share of Clean Air Metals immediately prior to the effective time of the Amalgamation. Each FT Subscription Receipt will, subject to satisfaction or waiver of the Escrow Release Conditions by the Escrow Release Deadline, entitle the holder thereof to subscribe for one Common Share in accordance with its terms to be issued as a "flow-through" common share as defined in subsection 66(15) of the Income Tax Act (Canada). The Subscription Receipts are subject to a statutory hold period expiring on January 23, 2027, being four months and one day after the closing date of the Offering. No securities were issued as bonuses, finder's fees or commissions in connection with the Offering. In connection with the Proposed Transaction and immediately prior to the Amalgamation, Clean Air Metals will complete a consolidation of its outstanding Common Shares on the basis of 10 pre-Consolidation Comm...