Vancouver, British Columbia--(Newsfile Corp. - July 29, 2025) - Cavalry Capital Corp. (TSXV: CVY.P) ("Cavalry" or the "Company") is pleased to announce that it has entered into a definitive share exchange agreement dated July 17, 2025 (the "Agreement") regarding a planned business combination (the "Transaction") with Advanced Energy Fuels, Inc. ("Advanced Energy"), as previously announced by Cavalry on May 16, 2025. Pursuant to the Agreement, Cavalry will acquire all of the outstanding common shares of Advanced Energy, and the shareholders of Advanced Energy will receive common shares of Cavalry in exchange for their common shares of Advanced Energy on the basis of one post-consolidation common share of Cavalry for each common share of Advanced Energy. As a result of the Transaction, Advanced Energy will become a wholly-owned subsidiary of Cavalry. It is expected that upon completion of the Transaction, the combined entity (the "Resulting Issuer") will meet the listing requirements for a Tier 2 mining issuer under the policies of the TSX Venture Exchange (the "TSXV"). The Transaction is intended to constitute the "Qualifying Transaction" of Cavalry, as such a term is defined in Policy 2.4 - Capital Pool Companies of the TSXV.
Subject to the satisfaction or waiver of the conditions set out in the Agreement, the following, among other things, are intended to be completed in connection with the Transaction:
Cavalry will complete a consolidation of its outstanding share capital (the "Consolidation") on the basis of 1.66 pre-Consolidation Cavalry common shares for each post-Consolidation Cavalry common share. After the Consolidation, and prior to the completion of the Transaction and the issuance of securities under the Private Placement (as defined below), Cavalry will have approximately 3,893,072 Cavalry common shares, 369,842 stock options, and 238,705 warrants outstanding;
Cavalry will issue approximately 19,879,938 post-Consolidation Cavalry common shares to the former holders of Advanced Energy common shares (the "Purchase Price");
Cavalry will complete a private placement of at least 10,000,000 subscription receipts (each, a "Subscription Receipt") at a price of $0.25 per Subscription Receipt for gross proceeds of at least $2,500,000 ("Private Placement"). Each Subscription Receipt will, upon satisfaction of certain escrow release conditions, be converted into one unit, each comprised of one post-Consolidation Cavalry common share and one-half of one common share purchase warrant (each whole warrant, a "Cavalry Warrant"). Each Cavalry Warrant will be exercisable for a period of 24 months from the escrow release date of the Subscription Receipts to purchase one post-Consolidation Cavalry common share at an exercise price of $0.35 per share. Cavalry and Advanced Energy intend to use the proceeds of the Private Placement to advance the South Woodie Woodie Manganese Project located in the Pilbara Region (the "SWWM Project"), with the intention of completing a pre-feasibility study on the SWWM Project;
Advanced Energy will exercise the option to indirectly acquire a 100% interest in the SWWM Project, with Advanced Energy paying the outstanding cash amount of AUD$450,000 to Trek Metals Limited (ASX: TKM) ("Trek") and Cavalry issuing to Trek such number of post-Consolidation Cavalry common shares that when added to the 2,000,000 post-Consolidation Cavalry common shares to be issued to Trek as an existing holder of Advanced Energy shares, is equal to not more than 19.9% of the total post-Consolidation Cavalry common shares outstanding on a post-Transaction basis (the "SWWM Acquisition");
the management and board of directors of the Resulting Issuer will be comprised of three nominees from Advanced Energy and two nominees from Cavalry; and
Cavalry will change its name to "Advanced Energy Fuels Group Limited", or such other name as determined by Advanced Energy (the "Name Change"), in compliance with applicable law and as may be acceptable to the TSXV.
Non-Arm's Length Parties (as defined in the policies of the TSXV) of Cavalry do not hold any direct or indirect beneficial interest in Advanced Energy. The Transaction is not a Non-Arm's Length Qualifying Transaction (as defined in the policies of the TSXV), and it is not expected that the Transaction will be subject to approval by Cavalry's shareholders.
The Transaction, Consolidation, Private Placement and Name Change are subject to the approval of the TSXV.
No finder's fees are payable in connection with the Transaction, other than in connection with the Private Placement.
See Cavalry's press release dated May 16, 2025 for further information on Advanced Energy.
Cavalry intends to issue a further press release to include a summary of the financial information of Advanced Energy, and details of the proposed principals and insiders of the Resulting Issuer.
Conditions of the Transaction
Completion of the Transaction is subject to the satisfaction of customary closing conditions, including without limitation: (i) receipt of all required approvals and consents relating to the Transaction, including without limitation, required approval of the TSXV; (ii) completion of the Private Placement; (iii) completion of the Consolidation; (iv) completion of the Name Change; (v) completion of the SWWM Acquisition; (vi) the reconstitution of the board of directors and management of Cavalry; and (vii) the TSXV's approval for listing the shares of the Resulting Issuer.
Filing Statement
In connection with the Transaction and pursuant to the requirements of the TSXV, Cavalry intends to file on SEDAR+ (www.sedarplus.ca) a filing statement, which will contain details regarding the Transaction, Cavalry, Advanced Energy and the Resulting Issuer.
Sponsorship of Transaction
Sponsorship of a Qualifying Transaction of a "Capital Pool Company" (as defined in the polices of the Exchange) is required by the TSXV unless exempt in accordance with the policies of the TSXV. Cavalry intends to apply for such an exemption.
Trading Halt
It is anticipated that trading in the common shares of Cavalry will continue to be halted until the completion of the Transaction.
On behalf of the board of directors of Cavalry:
Brandon Bonifacio,
President and CEO
For further information please contact:
Cavalry Capital Corp.
Brandon Bonifacio, President and CEO
Phone: (778) 389-5056
Advanced Energy Fuels, Inc.
Gary Lewis, Executive Director
Phone: (+61 422 880 055)
About Advanced Energy Fuels
Advanced Energy Fuels (AEF) is a battery materials company focused on the extraction and purification of minerals critical for the batteries that power electrification and energy storage. AEF has a multi-asset portfolio strategically located in tier one jurisdictions with manganese projects in the Pilbara Region of Western Australia and fluorspar prospects in New Mexico in the United States. Manganese and fluorspar are essential raw materials to multiple high-growth industries and are designated critical minerals in Australia, US and EU. The company is focused on securing stable, allied-sourced critical mineral supply chains to reduce dependence of 'foreign entities of concern'. AEF has an existing manganese resource base and is advancing a midstream processing development program in collaboration with Australia's peak scientific body and leading laboratories in Australia and Asia.
All information in this press release relating to Advanced Energy has been provided by Advanced Energy and is the sole responsibility of Advanced Energy.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
Cautionary Note
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Purchase Price, the Name Change, the Private Placement, the Consolidation, meeting the initial listing requirements of the TSXV, the use of proceeds of the Private Placement, and the proposed directors and officers of the Resulting Issuer. The information about Advanced Energy contained in the press release has not been independently verified by Cavalry. Although Cavalry believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Cavalry can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the Name Change, the Consolidation, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Name Change, the Consolidation, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this press release. Cavalry undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Cavalry, Advanced Energy, their securities, or their respective financial or operating results (as applicable). There can be no assurance that the Transaction will be completed or, if completed, will be successful.
Not for distribution to United States newswire services or for dissemination in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/260540
SOURCE: Cavalry Capital Corp.
