Mr.
George Yordanov reports
CANADIAN GOLDCAMPS CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT AND ISSUES LOI CONSIDERATION SHARES
Canadian Goldcamps Corp. has closed the first tranche of its previously announced non-brokered private placement financing.
Pursuant to the first tranche, the company issued 5.55 million common shares of the company at a price of 10 cents per share for gross proceeds of $555,000. The company intends to use a portion of the net proceeds from the offering to finance payments in connection with the proposed option agreement with Stelmine Canada Ltd., including the initial $100,000 cash payment contemplated thereunder, with the balance of the net proceeds to be used for general working capital purposes.
The offering remains subject to the receipt of all required regulatory approvals, including acceptance of the Canadian Securities Exchange. All securities issued in connection with the offering are subject to a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. The company expects to complete one or more additional closings of the offering on or prior to Jan. 15, 2026.
In connection with the execution of the binding letter of intent dated Dec. 18, 2025, the company has issued an aggregate of 1,822,941 shares, representing 9.99 per cent of the company's issued and outstanding common shares as at the date hereof, to Stelmine, as consideration for the grant of exclusivity under the LOI and the execution of the LOI, with any interest in the Courcy and Mercator projects to be earned only upon execution of a definitive option agreement. The shares are subject to a 36-month escrow, with 10 per cent released after four months and the balance released quarterly thereafter, in accordance with the terms of the LOI and applicable Canadian securities laws.
The LOI provides the company with an exclusive option to acquire up to an 80-per-cent interest in the Courcy and Mercator projects. An initial 10-per-cent interest in the projects will be earned only upon execution of a definitive option agreement, which remains subject to regulatory approvals. There can be no assurance that a definitive agreement will be entered into. If a definitive option agreement is not entered into, the company will not earn any interest in the projects and will have issued the shares solely in consideration of the exclusivity granted under the LOI.
Multilateral Instrument 61-101 disclosure
One officer of the company participated in the first tranche of the offering and subscribed for an aggregate of 200,000 shares. Such participation constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities issued to nor the consideration paid by the related party exceeded 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.
In connection with the first tranche, the company paid finders' fees to one eligible finder consisting of a cash fee of $1,800 and the issuance of 18,000 finder warrants. Each non-transferable finder warrant entitles the holder to acquire one share at an exercise price of 12 cents per share for a period of 24 months from the date of issuance.
About Canadian Goldcamps Corp.
Canadian Goldcamps is a project generator, explorer and developer focused on gold opportunities in Canada. The company's strategy is to acquire and advance high-quality assets and progress them through disciplined, technically driven exploration.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.