Cavalry Capital Corp. Announces Definitive Agreement for Proposed Business Combination with Advanced Energy Fuels, Inc.

Core Viewpoint - Cavalry Capital Corp. has announced a definitive agreement for a business combination with Advanced Energy Fuels, Inc., which will result in Advanced Energy becoming a wholly-owned subsidiary of Cavalry [1][4]. Transaction Details - The business combination will involve Cavalry acquiring all outstanding common shares of Advanced Energy, with shareholders receiving one post-consolidation common share of Cavalry for each common share of Advanced Energy [1]. - The transaction is expected to meet the listing requirements for a Tier 2 mining issuer under the TSX Venture Exchange [1]. Share Consolidation and Private Placement - Cavalry will consolidate its outstanding share capital at a ratio of 1.66 pre-consolidation shares for each post-consolidation share, resulting in approximately 3,893,072 shares outstanding post-consolidation [3]. - Approximately 19,879,938 post-consolidation shares will be issued to former holders of Advanced Energy common shares as part of the purchase price [3]. - A private placement will be completed for at least 10,000,000 subscription receipts at a price of $0.25 each, aiming for gross proceeds of at least $2,500,000 [3]. Project Development - Proceeds from the private placement will be used to advance the South Woodie Woodie Manganese Project in the Pilbara Region, with plans to complete a pre-feasibility study [3]. - Advanced Energy will acquire a 100% interest in the SWWM Project by paying AUD$450,000 to Trek Metals Limited and issuing shares to Trek [3]. Management and Name Change - The management and board of directors of the resulting issuer will consist of three nominees from Advanced Energy and two from Cavalry [10]. - Cavalry will change its name to "Advanced Energy Fuels Group Limited" or another name determined by Advanced Energy [10]. Regulatory and Approval Conditions - The transaction is subject to customary closing conditions, including approvals from the TSXV and completion of the private placement and consolidation [6]. - No finder's fees are payable in connection with the transaction, except for the private placement [5].