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Toronto, Ontario–(Newsfile Corp. – May 14, 2020) – Clean Air Metals Inc. (TSXV: RAU.H) (formerly Regency Gold Corp.) (“Clean Air” or the “Company”) is admiring to advertise the achievement of its ahead appear about-face takeover transaction (the “Transaction”) pursuant to the behavior of the TSX Venture Barter (“TSXV”). In affiliation with the achievement of the Transaction, Clean Air filed a filing annual anachronous May 5, 2020 (the “Filing Statement”) in abutment of its appliance to the TSXV to become a “Mining Issuer” (as that appellation is authentic in the behavior of the TSXV). The Filing Annual has been filed on SEDAR beneath the Company’s issuer contour at www.sedar.com. Readers are encouraged to analysis the Filing Annual for abounding capacity on the Transaction.



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The Transaction

Pursuant to the acceding of the absolute advantage acceding anachronous January 6, 2020, as adapted January 27, 2020 (collectively, the “Option Agreement”) entered into amid the Aggregation and Benton Assets Inc. (“Benton”) (TSXV: BEX), the Aggregation has now completed the accretion of an advantage (the “Option”) to access a 100% right, appellation and absorption in and to the Escape Lake Property (the “Escape Lake Property”).



Pursuant to the acceding of a absolute allotment acquirement acceding anachronous January 6, 2020 (the “Pan Agreement”) entered into amid the Aggregation and Magma Metals PTY Ltd. (“Magma”), the Aggregation has now completed the accretion of 100% of Panoramic Assets Limited’s aberrant subsidiary, Panoramic PGMs (Canada) Ltd. (“Pan Subsidiary”), which owns the Thunder Bay North Activity (the “TBN Project”). Pan Accessory is now a wholly-owned accessory of Clean Air. In application of the accretion of Pan Subsidiary, Clean Air agreed to pay to Magma, over a three-year period, an accumulated of C$9 million, C$4.5 actor of which was paid on closing of the Transaction.



The Escape Lake Property and the TBN Activity are collectively referred to as the “TBN Property”.

In affiliation with the accretion of the Advantage and the achievement of the Transaction, and in accordance with the acceding and altitude of the Advantage Agreement, the Company, amid added things: (i) accepted to Benton a 0.5% net smelter acknowledgment ability from assembly on the Escape Lake Property and a 0.5% net smelter acknowledgment ability from assembly on any mineral claims absolute the TBN Activity over which a net smelter ability has not ahead been granted; and (ii) issued to Benton an accumulated of 24,615,884 accepted shares (the “Consideration Shares”) in the basic of the Company.

Concurrent Financing

In affiliation with the Transaction, the Aggregation completed a clandestine adjustment of cable receipts (each, a “Subscription Receipt”) on February 11, 2020, led by Paradigm Basic Inc. and Sprott Basic Partners LP (the “Co-Lead Agents”) on annual of a syndicate of agents, including Red Cloud Balance and Mackie Research Basic Corporation (together with the Co-Lead Agents, the “Agents”) pursuant to which the Aggregation issued an accumulated of 75,000,000 Cable Receipts for gross gain of $15,000,000 (the “Offering”).

The gross gain of the Offering beneath assertive costs of the Agents and added commissions (the “Escrowed Proceeds”) were captivated in escrow on annual of the subscribers for the Cable Receipts by Computershare Trust Aggregation of Canada (the “Escrow Agent”), pursuant to the acceding of a cable cancellation acceding (the “Subscription Cancellation Agreement”) entered into on February 11, 2020 amid the Company, the Co-Lead Agents and the Escrow Agent. As allotment of the achievement of the Transaction, the Aggregation and the Co-Agents delivered a collective apprehension to the Escrow Agent on May 13, 2020 acknowledging achievement of the applicative escrow absolution conditions, at which time anniversary Cable Cancellation was automatically adapted into one assemblage (a “Unit”) of the Company, and the Escrowed Gain were appear to the Company. Anniversary Assemblage is comprised of one accepted allotment of Clean Air (each, a “Unit Share”) and one-half of one accepted allotment acquirement accreditation of Clean Air (each accomplished accepted allotment acquirement warrant, a “Warrant”). Anniversary Accreditation is exercisable by the holder thereof for one accepted allotment of the Aggregation (each, a “Warrant Share”) until February 11, 2022 at an exercise amount of $0.30 per Accreditation Share, accountable to adjustments in assertive events.

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The net gain of the Offering were and will be acclimated to armamentarium the banknote allocation of the application payable to Magma in annual of the accretion of the TBN Project, to armamentarium conduct for the TBN Property, and for accepted accumulated purposes.

The balance issued aloft about-face of the Cable Receipts are accountable to a approved authority aeon until June 12, 2020, in accordance with applicative balance laws.

The balance offered accept not been, and will not be, registered beneath the U.S. Balance Act of 1933, as adapted (the “U.S. Balance Act”), or any U.S. accompaniment balance laws, and may not be offered or awash in the United States or to, or for the annual or annual of, U.S. bodies (as authentic beneath the U.S. Balance Act) absent allotment or any applicative absolution from the allotment requirements of the U.S. Balance Act and applicative U.S. accompaniment balance laws. This annual absolution shall not accumulated an action to advertise or the address of an action to buy balance in the United States, nor shall there be any auction of these balance in any administration in which such offer, address or auction would be unlawful.

TSXV Approval and Resumption of Trading

Trading in the accepted shares of the Aggregation was ahead apoplectic on October 15, 2019 at the appeal of the Aggregation in affiliation with the advertisement of the Transaction. The Transaction charcoal accountable to final approval by the TSXV and accomplishment of all of the requirements of the TSXV in adjustment to access such approval including, amid added things, acquiescence and accepting of all abstracts requested by the TSXV in its codicillary accepting letter and acquittal of all outstanding fees to the TSXV. Until final approval of the TSXV is acquired and a Final Barter Bulletin is issued, trading in the accepted shares of Clean Air will abide halted; about it is accepted that trading will resume on or about May 22, 2020. Aloft resumption of trading, the accepted shares of Clean Air will barter beneath the attribute “AIR” and Clean Air will be listed as a Tier 2 Mining Issuer.

Name Change

Prior to the achievement of the Transaction, the Aggregation afflicted its name from “Regency Gold Corp.” to its accepted name, “Clean Air Metals Inc.” in accordance with the accoutrement of the Canada Business Corporations Act.

Grant of Options

Concurrently with the achievement of the Transaction, the Aggregation accepted an accumulated of 7,565,000 options (“Options”) to acquirement accepted shares of the Aggregation (each, an “Option Share”), exercisable at a amount of $0.20 per Advantage Allotment for a aeon of bristles (5) years from the date of issuance, to assertive directors, officers, advisers and consultants of the Company. The Advantage Shares issuable aloft exercise of the Options are accountable a four-month bronze authority aeon from the ancient date of grant.

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Management of Clean Air Metals

The afterward individuals comprise the accepted Board of Admiral and administration of Clean Air, in the capacities listed below. Brief biographies of the accepted administration aggregation are as follows:

Abraham Drost, M.Sc., P. Geo., CEO and Administrator – Mr. Drost is a Professional Geoscientist (Ontario) and a alum of the University of Waterloo (B.Sc) and Queen’s University (M.Sc.). Mr. Drost is a above President and Administrator of Sabina Gold and Silver Corp., above President and Administrator of Gold X Mining Corp. and above CEO, and Administrator of Mexican Gold Corp. Mr. Drost is a above Chairman of Premier Gold Mines USA Inc. and the above CEO and founding Administrator of Premier Ability Inc., above-mentioned to the auction to Sandstorm Gold Ltd. He was a above CEO and afresh Administrator of Mega Adored Metals Inc. at the auction to Yamana Gold Inc. Mr. Drost was best afresh CEO and Administrator of Carlisle Goldfields Ltd. at the auction to Alamos Gold Inc. He ahead served as Regional Land Use Geologist with the Ontario Geological Survey, announcement analysis best practices for inferior mining companies on ancient able territories.

Kelsey Chin, CPA, CGA, Arch Banking Administrator – Ms. Chin is a Chartered Professional Accountant, Certified Accepted Annual and a alum of the University of British Columbia (B. Com.). Ms. Chin has over 15 years of acquaintance in audit, accounts and accounting aural the mining, exploration, healthcare and technology industries. She has served as a administrator and controlling administrator for abundant about traded companies breadth she was amenable for all aspects of banking services, banking reporting, accumulated governance, and has led abundant financings, mergers and acquisitions to acknowledged completion. As arch banking administrator of assorted publicly-listed companies, Ms. Chin is intricately accustomed with accounting attempt and advancing banking statements and acknowledgment abstracts aural the mineral assets industry.

James Gallagher, P. Eng., Chairman and Administrator – Mr. Gallagher is a Professional Engineer and acclimatized mining controlling with a 35-year clue almanac of optimizing operational performance, arch acknowledged projects and consulting with all-around scope. Mr. Gallagher was best afresh the President and CEO of North American Palladium Ltd. (“NAP”). During his 6 year administration at NAP, Mr. Gallagher rebuilt the chief administration team, alien avant-garde technologies and mining methods at the Lac des Illes Mine and accomplished an operational and banking turnaround that fabricated the Lac des Illes Mine one of the better and everyman amount underground mines in Canada, culminating in the 2019 auction of NAP for $1 billion to Impala Platinum. Above-mentioned to NAP, Mr. Gallagher spent 24 years with Falconbridge Ltd., in a array of operational and activity administration roles and eight years as All-around Administrator of Mining for Hatch, arch one of the better mining EPCM teams in North America. Mr. Gallagher is a Administrator and armchair of the Health, Safety and Abstruse board for Harte Gold, serves on the Board of Admiral of the Ontario Mining Association.

Dawn Evans-Lamswood, MSc, P.Geo, VP Analysis – Ms. Evans-Lamswood’s career spans two decades of analysis acquaintance exploring the Voisey’s Bay commune afterwards abutting the Archean Assets conduct aggregation in 1995, anon afterward the analysis of the Ovoid Zone. Her career connected in the breadth with Inco and its almsman aggregation Vale Inco, afresh backward with the position of Analysis Manager, Brown Field Exploration, Vale North Atlantic. Ms. Evans-Lamswood has co-authored abundant publications on the Voisey’s Bay drop and district.

Carson Phillips, M.Eng., VP Accumulated Development – Mr. Phillips is a mining controlling with over a decade of acquaintance with a focus on adored metals. He was additionally an antecedent architect and administrator of Ecuador Gold & Copper Corp. which was after acquired by Lumina Gold Corp. in 2016. Carson has a amount in Business Administration from the University of British Columbia (Okanagan) as able-bodied as a amount in All-embracing Business from Hogeschool Zeeland in the Netherlands. Mr. Phillips has additionally completed a Master of Engineering in Mine Economics & Accounts from the University of British Columbia in 2014.

Dean Chambers, P. Eng., ICD.D., Administrator – Mr. Chambers is a Professional Engineer and banking controlling with over 35 years of business, abstruse and banking experience. In 2017, Mr. Chambers retired as Controlling Vice President and Arch Banking Administrator at Sherritt All-embracing Corporation, a above all-embracing ability company. Mr. Chambers’ career as a chief controlling in the mining and actinic industries additionally includes accelerating positions with The Dow Actinic Company, Falconbridge Limited and Dynatec Corporation. Best recently, Mr. Chambers served four years on the Board of Admiral and chaired the Analysis Board of North American Palladium Ltd. arch up to its acknowledged auction to Impala Platinum in 2019. Mr. Chambers holds the ICD.D appellation from the Institute of Accumulated Directors. Mr. Chambers additionally serves on the Industrial Advising Board for the Engineering and Administration affairs at McMaster University.

MaryAnn Crichton, P.Eng., MBA, Administrator – Ms. Crichton is a Professional Engineer and chief controlling with over 30 years of all-embracing business acquaintance in financing; activity development; environmental, amusing and babyminding (“ESG”)/Corporate Amusing Albatross (“CSR”) and strategy. Ms. Crichton holds B.Sc. (Chemical Engineering) from the University of Alberta and an MBA from the Ivey Business School at Western University. She spent best of her career as All-around Administrator of Administration Consulting for Hatch Ltd. (“Hatch”), a all-around engineering, advising and architecture close alive in the mining, metals, and basement and activity industries. Above-mentioned to abutting Hatch, she formed in clandestine disinterestedness and the ability and actinic industries. In 2017 and afresh in 2020, Ms. Crichton was adopted to the Board of the Prospectors and Developers Association of Canada (“PDAC”) and is currently a affiliate of both their Babyminding and Nominations Board and CSR/Diversity and Inclusion Alive Group. In 2018, she was adopted to serve as PDAC’s adumbrative on the Board of Mining Matters.

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ON BEHALF OF THE BOARD OF DIRECTORS”Abraham Drost”Abraham Drost, Arch Controlling Administrator of Clean Air Metals Inc.

For added information, amuse contact:

Abraham Drost, Arch Controlling Administrator of Clean Air Metals Inc.Phone: 807-252-7800Email: adrost@cleanairmetals.caWebsite: www.cleanairmetals.ca

Neither the TSX Venture Barter nor its Adjustment Casework Provider (as that appellation is authentic in behavior of the TSX Venture Exchange) accepts albatross for the capability or accurateness of this release.

Cautionary Note

The advice independent herein contains “forward-looking statements” aural the acceptation of applicative balance legislation. Advanced statements chronicle to advice that is based on assumptions of management, forecasts of approaching results, and estimates of amounts not yet determinable. Any statements that accurate predictions, expectations, beliefs, plans, projections, objectives, assumptions or approaching contest or achievement are not statements of absolute actuality and may be “forward-looking statements.” Advanced statements are accountable to a array of risks and uncertainties which could account absolute contest or after-effects to alter from those reflected in the advanced statements, including, after limitation: risks accompanying to the TSXV listing, accident accompanying to the abortion to access able costs on a appropriate base and on able terms; risks accompanying to the aftereffect of acknowledged proceedings; political and authoritative risks associated with mining and exploration; risks accompanying to the aliment of banal barter listings; risks accompanying to ecology adjustment and liability; the abeyant for delays in analysis or development activities or the achievement of achievability studies; the ambiguity of profitability; risks and uncertainties apropos to the estimation of assignment results, the geology, brand and chain of mineral deposits; risks accompanying to the inherent ambiguity of assembly and amount estimates and the abeyant for abrupt costs and expenses; after-effects of prefeasibility and achievability studies, and the achievability that approaching exploration, development or mining after-effects will not be constant with the Company’s expectations; risks accompanying to article amount fluctuations; and added risks and uncertainties accompanying to the Company’s prospects, backdrop and business abundant abroad in the Company’s acknowledgment record. Should one or added of these risks and uncertainties materialize, or should basal assumptions prove incorrect, absolute after-effects may alter materially from those declared in advanced statements. Investors are cautioned adjoin advertence disproportionate authoritativeness to advanced statements. These advanced statements are fabricated as of the date hereof and the Aggregation does not accept any obligation to amend or alter them to reflect new contest or circumstances, except in accordance with applicative balance laws. Absolute contest or after-effects could alter materially from the Company’s expectations or projections.

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA

To appearance the antecedent adaptation of this columnist release, amuse appointment https://www.newsfilecorp.com/release/55929

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Last Updated: May 15th, 2020 by admin
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