Vancouver, British Columbia--(Newsfile Corp. - September 10, 2025) - Cavalry Capital Corp. (TSXV: CVY.P) ("Cavalry" or the "Company") is pleased to announce that it has launched its non-brokered private placement (the "Private Placement") of subscription receipts (each, a "Subscription Receipt"), as previously announced in its press release dated July 29, 2025. Cavalry intends to issue 10,500,000 Subscription Receipts at a price of $0.25 per Subscription Receipt for gross proceeds of $2,625,000. Each Subscription Receipt will, upon satisfaction of certain escrow release conditions, be converted into one unit, each comprised of one post-Consolidation (as defined below) 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.
The securities issued in the Private Placement will be subject to a four-month hold period from the date of issuance of the Subscription Receipts in accordance with applicable securities laws. The Company may pay a finder's fee to eligible parties in connection with the Private Placement, subject to the approval of the TSX Venture Exchange (the "TSXV") and in compliance with applicable securities laws.
The completion of the Private Placement is a condition to the closing of its business combination with Advanced Energy Fuels, Inc. ("Advanced Energy"), as previously announced by Cavalry on May 16, 2025 and July 29, 2025 (the "Transaction"). 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 of Western Australia (the "SWWM Project"), with the intention of advancing a pre-feasibility study on the SWWM Project. 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, and the subscribers of the Private Placement will receive post-Consolidation securities of Cavalry upon conversion of the Subscription Receipts. 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. The Transaction, the Consolidation and the Private Placement are subject to the approval of the TSXV. For further information on the Transaction, see the Company's press release dated July 29, 2025.
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)
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 Private Placement, the Consolidation and the use of proceeds of the Private Placement. 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 Consolidation, the Private Placement, that the ultimate terms of the Transaction, the Private Placement, and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Consolidation, the Private Placement, 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/265868
SOURCE: Cavalry Capital Corp.
