/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
THUNDER BAY, ON, Feb. 1, 2021 /CNW/ - Clean Air Metals Inc.
("Clean Air Metals" or the "Company") (TSXV: AIR)
(FRA: CKU) (OTCQB: CLRMF) is pleased to announce that it has
entered into an agreement with Paradigm Capital Inc. on behalf of a
syndicate of underwriters (collectively, the
"Underwriters"), in connection with a bought deal private
placement financing (the "Offering") for total proceeds of
$10 million, consisting (i)
11,904,800 flow-through shares ("FT Shares") at a price of
$0.42 per FT Share (the "FT Share
Issue Price") and (ii) 9,804,000 flow-through units
(the "FT Units, and together with the FT Shares, the
"Offered Securities") at a price of $0.51 per FT Unit (the "FT Unit Issue
Price").
Each FT Unit will consist of one common share of the Company and
one-half of one common share purchase warrant (each whole common
share purchase warrant a "Warrant") that will each qualify
as a flow-through share (within the meaning of subsection 66(15) of
the Income Tax Act (Canada)).
Each Warrant will entitle the holder thereof to acquire one
common share of the Company at a price of $0.55 for a period of 2 years following the
closing of the Offering.
In addition, the Company will grant the Underwriters an option
(the "Underwriters' Option") to purchase that number
of additional FT Shares at the FT Share Issue Price and/or FT Units
at the FT Unit Issue Price, for additional aggregate gross proceeds
of up to $1.5 million exercisable 48
hours prior to the Closing Date.
Abraham Drost, P.Geo., CEO of
Clean Air Metals commented, "The bought deal flow-through financing
will allow the Company to execute with a strong follow-up
exploration program for 2021 in light of the new resource statement
released on January 20, 2021. We are
grateful to Paradigm Capital and syndicate partners for their
support in these volatile markets."
The Company will use an amount equal to the gross proceeds
received by the Company from the sale of the FT Shares and the
FT Units 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 Canada. All Qualifying Expenditures will be
renounced in favour of the subscribers of the FT Shares and FT
Units effective December 31,
2021.
The Underwriters will receive a cash fee of 6% of the gross
proceeds from the sale of the Offered Securities, other than in
respect of sales to subscribers on the President's List, in which
case the cash commission will be reduced to 3%.
The Underwriter will also receive compensation options (the
"Compensation Options") entitling the Underwriter, from time
to time for a period of two years from the closing date of the
Offering, to acquire that number of common shares of the Company
that is equal to 5% of the number of Offered Securities issued
pursuant to the Offering (other than any Offered Securities issued
to subscribers on the President's List in which case it will be
reduced to 2.5%), at an exercise price equal to the FT Share Issue
Price.
The Offering is expected to close on or about February 23, 2021 and is subject to certain
closing conditions including, but not limited to, the receipt of
all necessary approvals including the conditional listing approval
of the TSX Venture Exchange and the applicable securities
regulatory authorities.
The Offered Securities and the shares issuable upon the exercise
of the Compensation Options will be subject to a four month hold
period under applicable Canadian securities laws.
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 Inc.
Clean Air Metals' flagship asset is the Thunder Bay North
Project, a platinum, palladium, copper, nickel project located near
the City of Thunder Bay, Ontario
and the Lac des Iles Mine owned by Impala Platinum Holdings. The
Clean Air Metals project hosts the Current Lake Deposit and magma
conduit and the Company is actively exploring the Escape Lake
Deposit, a twin structure to the Current Lake Deposit. Executive
Chairman Jim Gallagher, P.Eng. and
CEO Abraham Drost, P.Geo. lead an
experienced team of geologists and engineers who are using the
Norilsk magma conduit stratigraphic and mineral deposit model to
guide ongoing exploration and development studies. As the former
CEO of North American Palladium Ltd. which owned the Lac des Iles
Mine prior to the sale to Impala Platinum in December, 2019,
Jim Gallagher and team are credited
with the mine turnaround and creation of significant value for
shareholders.
Neither 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 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
statements of historical fact and may be "forward-looking
statements." Forward-looking statements in this press release
include statements related to the TSXV approval, use of proceeds of
the Offering, tax treatment of the flow-through shares and
flow-through units, and renunciation of the Qualifying Expenditures
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, 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.
SOURCE Clean Air Metals Inc.