Mr. Mike Garbutt reports

CLEAN AIR METALS AND FIORE-BACKED SPRINGBOK VENTURES ANNOUNCE STRATEGIC BUSINESS COMBINATION

Clean Air Metals Inc., 1602037 B.C. Ltd. (Newco), a wholly owned subsidiary of Clean Air Metals, and Springbok Ventures Inc., an unlisted reporting issuer, have entered into an amalgamation agreement dated July 31, 2026, to complete a business combination that will create a well-capitalized critical mineral company focused on advancing Clean Air Metals' flagship Thunder Bay North critical mineral project in Northwestern Ontario, Canada, as well as continuing exploration efforts with Springbok's Maude Lake property located in Northwestern Ontario, Canada. The resulting issuer will carry on the business of Clean Air Metals. The proposed transaction, including the concurrent offering (defined below), is subject to the customary closing conditions, including the approval of the TSX Venture Exchange and the requisite approvals of the shareholders of each of Clean Air Metals and Springbok.

Strategic rationale of the proposed transaction

The proposed transaction represents a strategic partnership with the Fiore Group, one of Canada's leading mine-building organizations with an established record of discovering, financing, developing and creating shareholder value through publicly listed mining companies.

About the Fiore Group

The Fiore Group is led by a team of highly experienced mining entrepreneurs and executives with a proven history of creating shareholder value through project discovery, development, financing and corporate transactions. Companies within the broader Fiore ecosystem include Cambria Gold Mines, Selkirk Copper Mines, Nations Royalty, Nexgold, Argenta Silver, Seva Mining, Crossroads Gold, Copper Giant, Oceanic Iron Ore and Pacific Ridge Exploration.

Mike Garbutt, president and chief executive officer of Clean Air Metals, commented: "Following a difficult period in the market for PGM explorers, the company has been making a concerted effort for over a year to identify strategic opportunities to advance the TBN project. The proposed transaction now serves as a critical milestone in the advancement of the Thunder Bay North project. It provides an immediate strengthening of our balance sheet and is a launch point to execute on a strategy to become a leading PGM-Cu exploration and development company. We look forward to having Fiore Group as a strategic partner, which will bring market visibility and credibility with extensive institutional relationships for improved access to capital."

Ryan Weymark, partner of the Fiore Group and adviser to Springbok, commented: "We have been highly impressed with the quality of the Thunder Bay North project and the work completed by the Clean Air Metals team. Platinum group metals, together with copper and nickel, are becoming increasingly important strategic metals, and we believe the Thunder Bay North project has the potential to become one of Canada's premier critical minerals development assets. Our objective extends beyond financing a single project -- we intend to build a leading Canadian critical minerals company through disciplined project advancement, responsible community partnerships and strategic growth opportunities."

Benefits to shareholders:

• Exposure to both the advanced-stage TBN project, one of Canada's largest undeveloped platinum group metal development projects, with significant exploration upside and existing engineering studies, and the Maude Lake project with multiple high-priority exploration targets with significant discovery potential;
• Creation of a leading PGM development and exploration vehicle that can take advantage of expected demand growth in both PGMs and copper;
• Participation in a well-capitalized public company following the completion of the concurrent offering that will strengthen the balance sheet and advance critical TBN project activities;
• Alignment with Clean Air Metals efforts to build meaningful relationships with indigenous communities, including experience in integrating shared ownership and participation models;
• Participation in the Fiore Group's proven mine development and building platform where they have the proven ability to execute on growth opportunities and maintain a long-term view on the potential of the PGMs;
• A strengthened management team and board composed of experienced mining executives with extensive technical, operational, community and indigenous relations, and capital market expertise;
• Continued commitment to build meaningful relationships with indigenous communities, including experience in integrating shared ownership and participation models;
• Future value creation opportunities through disciplined project advancement, resource growth, strategic acquisitions and industry consolidation.

The proposed transaction

Pursuant to the terms of the amalgamation agreement, the proposed transaction will be completed by way of a three-cornered amalgamation pursuant to which Springbok and Newco will amalgamate under the statutory provisions of the Business Corporations Act (British Columbia) and continue as Amalco, a wholly owned subsidiary of Clean Air Metals, and former shareholders of Springbok will become shareholders of Clean Air Metals, being the resulting issuer after giving effect to the proposed transaction.

The proposed transaction will include the following steps:

• Clean Air Metals will complete a consolidation of its outstanding common shares on the basis of 10 preconsolidation common shares of Clean Air Metals for each one postconsolidation common share of Clean Air, to occur immediately prior to the effective time of the amalgamation.
• Clean Air Metals will continue from the Canada Business Corporations Act to the BCBCA.
• Each subscription receipt (as defined below) will be automatically converted in accordance with its terms into the number of Springbok shares (as defined below) equal to the quotient obtained when 10 is divided by nine immediately prior to the effective time of the amalgamation.
• Upon the effective time of the amalgamation:
  • Each shareholder of Springbok (including, for greater certainty, holders of Springbok shares issued on the conversion of the subscription receipts), other than a dissenting shareholder, shall receive nine-tenths (0.9) of a resulting issuer share for each one common share of Springbok.
  • Each common share of Newco outstanding immediately prior to the effective time will be cancelled, and, in consideration therefor, Amalco will issue one common share of Amalco to Clean Air Metals.
  • As consideration for the issuance of the resulting issuer shares to shareholders of Springbok to effect the amalgamation, Amalco will issue to the resulting issuer one common share of Amalco for each resulting issuer share so issued.

Upon the completion of the proposed transaction, including completion of the concurrent offering, it is expected that the resulting issuer shares will be approximately held as follows: 41.8 per cent by former Clean Air Metals shareholders; 41.7 per cent by former Springbok shareholders; and 16.5 per cent by former subscription receipt holders, on a non-diluted basis. The proposed transaction is an arm's-length transaction as between Springbok and Clean Air Metals, and will constitute a reverse takeover of Clean Air Metals for the purposes of the TSX-V policies.

It is expected that the resulting issuer will be renamed to Dante Metals Corp. in connection with the completion of the proposed transaction.

Conditions for completion of the transaction

Completion of the proposed transaction is subject to the satisfaction of certain conditions customary for a transaction of this nature, including, but not limited to, the following:

• The approval of the consolidation, the name change (as defined below) and the continuance by 66.67 per cent of the votes cast by Clean Air Metals shareholders at the annual and special meeting of shareholders of Clean Air Metals;
• The approval of 66.67 per cent of the votes cast by Springbok shareholders at the annual and special meeting of shareholders of Springbok;
• The acceptance of the proposed transaction by the TSX-V;
• The conditional approval of the listing of the resulting issuer shares issuable to Springbok shareholders pursuant to the proposed transaction on the TSX-V;
• The parties using commercially reasonably efforts to complete the concurrent offering; and
• Other closing conditions customary for transactions of the nature of the proposed transaction.

The amalgamation agreement also includes customary mutual non-solicitation provisions and fiduciary-out provisions. Clean Air Metals expects to call the CAM shareholder meeting to be held in early September, 2026, to, among other things, seek approval for the consolidation, the name change, the continuance and the new slate (as defined below).

In addition to shareholder approvals, the proposed transaction is subject to applicable regulatory approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature, including, among others, receipt of key third party consents, no material breaches of the representations, warranties and covenants of the parties, no material adverse effects being suffered by the parties, and no more than 5 per cent of shareholders of each of Clean Air Metals and Springbok, as applicable, having exercised dissent rights provided for under the CBCA or BCBCA, as applicable.

The proposed transaction cannot be completed until all the conditions included in the amalgamation agreement are satisfied or waived. There can be no assurance that the proposed transaction will be completed as proposed or at all. A copy of the amalgamation agreement will be filed and posted on SEDAR+ under Clean Air Metals' and Springbok's respective profiles.

Additional details regarding the proposed transaction will be included in the management information circulars of Clean Air Metals and of Springbok, which will be mailed to their respective shareholders prior to their shareholder meetings and in the filing statement to be prepared by Clean Air Metals pursuant to the policies of the TSX-V and filed on SEDAR+. Investors are cautioned that, except as disclosed in management information circulars or the filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon.

Maude Lake property

Springbok entered an option agreement dated June 17, 2026, with Transition Metals Corp. to acquire the Maude Lake property. The property is located in the Pays Plat Lake area, Lower Aguasabon Lake area and Priske township, Ontario.

Pursuant to the terms of the option agreement, Springbok may acquire a 100-per-cent interest in the Maude Lake property by paying TMC an aggregate of $400,000 in cash, issue Springbok shares and incur an aggregate of $3-million in expenditures, as follows:

1. Pay $50,000 in cash and issue 300,000 Springbok shares upon the signing of the option agreement, which has been satisfied;
2. Pay $50,000 in cash and issue $550,000 worth of Springbok shares on the first anniversary of the option agreement;
3. Pay $100,000 in cash and issue $800,000 worth of Springbok shares on the second anniversary of the option agreement;
4. Pay $200,000 in cash and issue $1.5-million worth of Springbok shares on the third anniversary of the option agreement; and
5. Incur an aggregate of $250,000 in exploration expenditures on the Maude Lake property prior to the first anniversary of the option agreement, an aggregate of $1-million prior to the second anniversary and an aggregate of $3-million prior to the third anniversary of the option agreement.

In addition, Springbok has agreed to grant to TMC a 2.0-per-cent net smelter royalty on the portion of the Maude Lake property that is not encumbered with an existing underlying royalty agreement and a 1.0-per-cent net smelter royalty on the portion of the Maude Lake property that is encumbered with an existing underlying royalty agreement. Springbok has the right to purchase 0.75 per cent of the unencumbered portion of the Maude Lake royalty for $1.5-million and 0.5 per cent of the encumbered portion of the Maude royalty for $750,000, prior to commercial production, leaving Transition Metals with 1.25 per cent and 0.5 per cent on the unencumbered and encumbered portions of the Maude Lake royalty, respectively. In addition, if Springbok exercises the option and acquires a 100-per-cent interest in the Maude Lake property, Springbok is required to pay TMC $1-million upon the completion of a feasibility study and $5-million within 12 months of commercial production on the Maude Lake property.

Postclosing details

Following the proposed transaction, the resulting issuer will continue as a reporting issuer in each of the provinces of Canada and will comply with its continuous disclosure obligations under applicable Canadian securities laws.

Upon completion of the proposed transaction, it is intended that the resulting issuer will be managed by Mr. Garbutt as president and chief executive officer, Kelsey Chin as chief financial officer and corporate secretary, and Kris Tuuttila as vice-president, sustainability and community relations.

The resulting issuer's board of directors will consist of five directors: three nominees of Clean Air Metals, who will be: Mr. Garbutt, Dave Peck and John Mason, and two nominees of Springbok, who will be: Ranj Pillai and Ryan Brown.

Recommended approval of the proposed transaction by Clean Air Metals board

Beginning in April, 2025, the board of directors of Clean Air Metals established a special committee that convened twice monthly to explore strategic alternatives for the project and Clean Air Metals as a whole, with the mandate to address challenges with raising capital in tough markets and determine the best path forward. This proposed transaction represents a culmination of this initiative.

The Clean Air Metals board retained Mills Dunlop Capital Partners as its financial adviser in connection with the proposed transaction on a fixed fee basis. The Clean Air Metals board has determined that the proposed transaction is in the best interests of Clean Air Metals shareholders. The Clean Air Metals board has unanimously approved the proposed transaction recommends that Clean Air Metals' shareholders vote in favour of the proposed transaction.

Recommended approval of the proposed transaction by Springbok board

The board of directors of Springbok contemplated a variety of factors in its determination of the proposed transaction. No advisory services were obtained by the Springbok board in connection with the proposed transaction. The Springbok board unanimously approved the proposed transaction and recommends that Springbok shareholders vote in favour of the proposed transaction.

Non-brokered private placement of subscription receipts

In connection with the proposed transaction and, if applicable, subject to the approval of the TSX-V, Springbok intends to complete a non-brokered private placement of a minimum of 10 million subscription receipts of Springbok on or prior to the closing of the proposed transaction for minimum gross proceeds of $5-million at a price per subscription receipt of 50 cents. Each subscription receipt issued pursuant to the concurrent offering will, subject to satisfaction or waiver of certain escrow release conditions, automatically convert in accordance with its terms into that number of Springbok shares equal to the subscription receipt exchange ratio immediately prior to the effective time of the amalgamation. Pursuant to the proposed transaction, each Springbok share issued pursuant to the subscription receipts will be exchanged for nine-tenths (0.9) of a resulting issuer share at the effective time of the amalgamation.

All funds raised in the concurrent offering will be held in escrow and released to the resulting issuer only upon closing of the proposed transaction. A finder's fee may be payable on all or a portion of the concurrent offering in accordance with the policies of the TSX-V.

It is anticipated that the resulting issuer will use the net proceeds from the concurrent offering to advance project activities and exploration and evaluate strategic development alternatives. By expanding the asset portfolio through disciplined acquisitions and exploration opportunities, the resulting issuer intends to become a premier Canadian critical mineral development company capable of supplying platinum group metals, copper and nickel to North American markets. Upon completion of the proposed transaction, the Fiore Group will be paid a 1.0-per-cent administrative success fee.

About Springbok Ventures Inc.

Springbok is an unlisted reporting issuer mineral exploration company backed by the Fiore Group, a mine-building organization with a proven record of discovering, financing and developing successful mining companies globally. Springbok's principal asset is its interest in the Maude Lake property, located approximately 14 kilometres north of Schreiber, Ont., consisting of 95 contiguous mining claims covering approximately 2,017 hectares. The property hosts nickel/copper/platinum group element sulphide mineralization associated with the historical Nicopor occurrence, and has been the subject of extensive geological, geophysical and drilling programs that have identified multiple high-priority exploration targets with significant discovery potential.

About Clean Air Metals Inc.

Clean Air Metals is a development and exploration company advancing its flagship 100-per-cent-owned Thunder Bay North critical mineral project, 40 kilometres northeast of Thunder Bay, Ont., Canada. The TBN project, accessible by road and next to established infrastructure, hosts two deposits: the Current and Escape deposits, only 2.5 kilometres apart. Together, the deposits host a 14.9-million-tonne indicated mineral resource grading 2.66 grams per tonne (platinum plus palladium), 0.40 per cent copper and 0.24 per cent nickel (National Instrument 43-101 preliminary economic assessment technical report, Thunder Bay North project, Ontario, Canada, SLR Consulting Canada Ltd., Nov. 21, 2025) with significant potential for expansion down plunge.

One of the rare primary platinum resources outside of South Africa, the TBN project is in a stable and mining-friendly jurisdiction and benefits from long-standing relationships with local first nations. The TBN project has the potential to develop into a secure source of rare platinum metals, as well as other critical metals such as copper, nickel and cobalt, for the North American manufacturing sector. Continuing concerns over future platinum supply are driving prices to historic highs, with obvious benefits for a future TBN mining operation. With its proven technical team, Clean Air Metals is committed to advancing the TBN project and creating long-term value for shareholders.

Social engagement

Both Clean Air Metals and Springbok acknowledge that the Thunder Bay North critical mineral project is located within the area encompassed by the Robinson-Superior Treaty of 1850, and includes the territories of the Fort William First Nation, Red Rock Indian Band, Biinjitiwabik Zaaging Anishinabek and Kiashke Zaaging Anishinaabek.

They further acknowledge that the Maude Lake property is also located within the Robinson-Superior Treaty of 1850 area. This includes the territories of Pays Plat First Nation, Fort William First Nation, and Biinjitiwaabik Zaaging Anishinaabek, Kiashke Zaaging Anishinaabek, Bingwi Neyaashi Anishinaabek and Long Lake 58 first nations. Both companies also acknowledge the important history of the Metis Nation of Ontario, Region 2, and the Red Sky Metis Independent Nation.

They appreciate the opportunity to work in these territories and remain committed to the recognition and respect of those who have lived, travelled and gathered on the lands since time immemorial. They are committed to stewarding indigenous heritage and to building, fostering and encouraging a respectful relationship with first nations, Metis and Inuit peoples, based upon principles of mutual trust, respect, reciprocity and collaboration in the spirit of reconciliation.

We seek Safe Harbor.