/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
THUNDER BAY, ON, Feb. 23, 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 closed the previously announced bought deal
private placement for total proceeds of approximately $11.5 million (the "Offering"), consisting
of (i) 11,904,800 flow-through shares ("FT Shares") at a
price of $0.42 per FT Share; and (ii)
12,745,100 flow-through units (the "FT Units") at a price of
$0.51 per FT Unit, including the
exercise of the underwriters' option. In connection with the
Offering, Paradigm Capital Inc. acted as sole bookrunner and lead
underwriter (the "Lead Underwriter"), on behalf of a
syndicate of underwriters including Clarus Securities Inc. and
Echelon Wealth Partners Inc. (together with the Lead Underwriter,
the "Underwriters").
Each FT Unit consists of one common share of the Company and
one-half of one common share purchase warrant of the Company (each
whole common share purchase warrant, a "Warrant") that each
qualifies 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 until February 23, 2023.
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.
As consideration for the services provided by the Underwriters
in connection with the Offering, the Underwriters received: (a) a
cash commission of $660,000.42, which
is equal to 6.0% of the gross proceeds of the Offering (other than
in respect of sales to those persons on the "President's
List" on which the cash commission was 3.0%); and (b) an
aggregate of 1,172,970 compensation options (the "Compensation
Options"), which is equal to 5.0% of the number of securities
sold under the Offering (and reduced to 2.5% with respect to
certain subscribers on the President's List). Each Compensation
Option is exercisable to acquire one common share of the Company,
issued on a non-flow through basis (each, a "Compensation Option
Share") at a price of $0.42 per
Compensation Option Share until February 23,
2023.
Abraham Drost, the Chief
Executive Officer and a director of the Company, Kelsey Chin, the Chief Financial Officer of the
Company, and Jim Gallagher,
MaryAnn Crichton, Dean Chambers and Ewan
Downie, directors of the Company, subscribed for an
aggregate of 820,300 FT Shares under the Offering on the same terms
as arm's length investors. The participation of Abraham Drost, Kelsey
Chin, Jim Gallagher,
MaryAnn Crichton, Dean Chambers and Ewan
Downie in the Offering constitutes a "related party
transaction" for the purposes of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101").
The Company is exempt from the requirements to obtain a formal
valuation or minority shareholder approval in connection with the
Offering in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101,
as neither the fair market value of the securities issued to
Abraham Drost, Kelsey Chin, Jim
Gallagher, MaryAnn Crichton,
Dean Chambers and Ewan Downie nor the fair market value of the
consideration for the securities issued to Abraham Drost, Kelsey
Chin, Jim Gallagher,
MaryAnn Crichton, Dean Chambers and Ewan
Downie exceeds 25% of the Company's market capitalization as
calculated in accordance with MI 61-101. The Company did not file a
material change report containing all of the disclosure required by
MI 61-101 more than 21 days before the expected closing date of the
Offering as the aforementioned insider participation had not been
confirmed at that time and the Company wished to close the Offering
as expeditiously as possible.
All securities issued in connection with the Offering are
subject to a statutory hold period under Canadian Securities Laws
until June 24, 2021. 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.
The Offering remains subject to certain conditions, including,
but not limited to, the receipt of all necessary approvals
including the final approval of the TSX Venture Exchange.
Management Comments
Abraham Drost, CEO of Clean Air
Metals stated that, "we are very pleased to confirm the successful
closing of the financing. Drilling with two drills has recommenced
at the Escape Lake deposit. The program is focused on systematic
step-outs to build additional tonnage and grade following up on the
Escape Lake deposit and mineral trend identified in the new mineral
resource announced January 20,
2021,
The Company plans to add a third drill to the Current Lake
deposit in order to focus on resource infill drilling. The Company
is targeting completion of a Preliminary Economic Assessment
("PEA") on the Current Lake Deposit in June, 2021. ThePEA
will be based on the recent mineral resource numbers and on
bench-test scale metallurgical test work on a drill-derived mini
bulk sample by Blue Coast Research in Victoria, BC. This work is progressing under
the supervision of Nordmin Engineering Ltd. as previously disclosed
(August 11, 2020).
The Company is also testing a number of promising new
geophysical targets in the search for the source of massive
sulphide mineralization that has been documented in the Current
Lake Deposit.
Qualified Person
Mr. Allan MacTavish, P.Geo. a Qualified Person under
National Instrument 43-101 and an employee of the Company, has
reviewed and approved all technical information in this press
release.
About Clean Air Metals
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.
On behalf of the Board of Directors:
Website: www.cleanairmetals.ca
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, targeting of the PEA and 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 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; 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 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.