/ NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /
THUNDER BAY, ON, Jan. 31, 2022 /CNW/ - Clean Air Metals Inc.
("Clean Air Metals" or the "Company") (TSXV: AIR)
(OTCQB: CLRMF) (FRA: CKU) is pleased to report that in connection
with its previously announced "best efforts" private placement
offering, the Company and a syndicate of agents led by Paradigm
Capital Inc. (the "Lead Agent"), and including Beacon
Securities Inc., Echelon Wealth Partners Inc., and Hannam &
Partners (collectively, the "Agents"), have agreed to
increase the size of the offering to total gross proceeds of
$12.5 million ("The
Offering"). The Company will now issue (i) 23,150,400
flow-through units ("FT Units"), of which 10,869,600 will be
issued at a price of $0.23 per
FT Unit (the "FT Issue Price") and 12,280,800 of which will
be issued at a price of $0.285 (the
"Premium FT Issue Price"), and (ii) 32,250,000
non-flow-through units ("Units") at a price of $0.20 per Unit (the "Unit Issue
Price").
Each FT Unit will consist of one common share of the Company and
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 Unit will consist of one non-flow-through common share of
the company and one Warrant.
Each Warrant will entitle the holder thereof to acquire one
common share of the Company at a price of $0.25 for a period of 2 years following the
closing of the Offering.
The Company will use an amount equal to the gross proceeds
received by the Company from the sale of 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 Ontario. All
Qualifying Expenditures will be renounced in favour of the
subscribers of the FT Units effective December 31, 2022.
The Offering is expected to close on or about February 23, 2022 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 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 100% owned, high grade
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. The Thunder Bay North Project hosts the twin magma
conduit bodies which host Current and Escape deposits forming the
basis for a positive preliminary economic assessment around a ramp
access underground mine reported December 1,
2021.
Executive Chair Jim Gallagher and
CEO Abraham Drost 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 at Thunder Bay
North. 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.