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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.
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.
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:
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.