Mr. Jay Chmelauskas reports

CAMINO CLOSES $5.8 MILLION BROKERED PRIVATE PLACEMENT OF UNITS AND CONCURRENT $9.4 MILLION NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

Camino Minerals Corp. has closed its previously announced private placements for aggregate gross proceeds of $15,223,109. The offering consisted of (i) a brokered private placement of 13.8 million units of the company at a price of 42 cents per unit for gross proceeds of $5,796,000, and (ii) a non-brokered private placement of unsecured convertible debentures for gross proceeds of $9,427,109. Each unit consists of one common share of the company and one-half of one common share purchase warrant, with each warrant exercisable at any time until Aug. 26, 2028, to purchase one additional common share at an exercise price of 55 cents per warrant share.

Brokered offering

Paradigm Capital Inc. and Raymond James Ltd. acted as co-lead agents and co-bookrunners, in connection with the brokered offering, pursuant to the terms of an agency agreement dated Aug. 26, 2026, entered into between the company and the agents. In connection with the brokered offering and as consideration for its services, the company paid to the agents a cash commission of $338,108.40, in aggregate, and issued to the agents, in aggregate, 805,020 non-transferrable broker warrants of the company. Each broker warrant entitles the holder thereof to acquire one common share at a price of 42 cents per common share at any time on or before Aug. 26, 2028, subject to adjustment in certain events.

The net proceeds from the brokered offering will be used for satisfying the joint venture cash calls in respect of the Puquios copper project, for exploration and drilling at Costa de Cobre project in Peru, and for exploration and permitting at the company's other mineral projects located in Peru, as well as for general and administrative expenses and unallocated working capital purposes over a period of 12 months following closing of the brokered offering.

The units issued under the brokered offering were offered to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and will not be subject to a hold period under Canadian securities laws. The units were also offered to qualified investors in the United States through the agents' respective U.S. broker-dealer affiliates, and to purchasers outside of Canada and the United States, in each case, in compliance with applicable securities laws. An offering document dated Aug. 6, 2026, related to the brokered offering can be accessed under the company's issuer profile at SEDAR+ and at the company's website.

Non-brokered debentures offering

The convertible debentures bear interest at a rate of 10.0 per cent per annum, capitalized quarterly in arrears on the last day of each calendar quarter (with such interest to be automatically capitalized into the principal amount of the convertible debentures) and payable on Aug. 26, 2029 (the maturity date); and unless earlier repaid or converted, the outstanding principal and accrued and unpaid interest on the convertible debentures shall be due and payable on the maturity date. The convertible debentures will be convertible at any time prior to Aug. 26, 2031, at the option of the holder, into common shares at a conversion price of 48 cents per common share (subject to adjustment for share splits, consolidations and similar events occurring after the issuance date thereof), and contain other customary provisions, as described in the news release of the company dated Aug. 6, 2026.

The net proceeds from the non-brokered debentures offering will be used to satisfy: (i) certain deferred contingent payments payable to or as directed by Santiago Metals Investment Holdings II SLU and Santiago Metals Investment Holdings II-A LLC (together, the vendors) under the share purchase agreement dated Oct. 4, 2024 (as subsequently amended), among, inter alios, Camino, the vendors and Nittetsu Mining Co. Ltd.; (ii) certain extension fees payable to Santiago Metals II Upper Holdco LLC (Santiago Holdco), a company owned by a fund advised by Denham Capital Management LP; and (iii) the principal amount and all accrued but unpaid interest under a term loan outstanding pursuant to a loan agreement dated April 16, 2025, between the company and Santiago Holdco.

MI 61-101 and TSX-V Policy 5.9

Santiago Holdco, a company owned by a fund advised by Denham Capital Management LP, is a significant shareholder of the company exercising control and direction over approximately 40.8 per cent of the issued and outstanding common shares immediately prior to completion of the offering, and acquired all of the convertible debentures issued pursuant to the non-brokered debentures offering. Such participation constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions and Policy 5.9 -- Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange (which incorporates the requirements of MI 61-101). However, such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the securities acquired by insiders of the company, nor the consideration for the securities paid by insiders, exceed 25 per cent of the company's market capitalization for the purposes of MI 61-101.

Christopher Adams, a director of the company, participated in the brokered offering. The participation in the brokered offering by the said insider constitutes a related party transaction as defined in MI 61-101 and Policy 5.9 -- Protection of Minority Security Holders in Special Transactions of exchange. However, such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the securities acquired by the said insider of the company, nor the consideration for the securities paid by the said insider, exceed 25 per cent of the company's market capitalization for the purposes of MI 61-101.

The exact extent of participation by insiders of the company in the offering was not determined sufficiently in advance of the anticipated closing date thereof, and accordingly, the company did not file a material change report relating to the offering less than 21 days before the closing of the offering, which it deemed reasonable and necessary in the circumstances to meet the company's capital requirements.

Early warning disclosure

Santiago Holdco is wholly owned by Pembroke Resources II Holdings (Cayman) LLC (Intermediate Holdco). Intermediate Holdco is wholly owned by Denham Mining Fund LP, a fund advised by Denham Capital. The general partner of the mining fund is Denham Mining GP LLC (the Mining Fund GP). Each of Santiago Holdco, Intermediate Holdco, the Mining Fund, the Mining Fund GP and Denham Capital are joint actors with respect to the securities of the company as such term is defined in National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (NI 62-103).

Immediately prior to the closing of the non-brokered debentures offering, Denham Capital and its joint actors owned or exercised control or direction over 36,458,887 common shares and 555,556 warrants exercisable to purchase a total of 555,556 common shares, representing approximately 40.8 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 41.2 per cent of the issued and outstanding common shares on a partially diluted basis (assuming the exercise of all of Santiago Holdco's warrants). Following the completion of each offering, Denham Capital and its joint actors own or exercise control or direction over 36,458,887 common shares, 555,556 warrants exercisable to acquire 555,556 common shares and convertible debentures convertible into 19,639,810 common shares, representing approximately 35.4 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 46.0 per cent of the issued and outstanding common shares on a partially diluted basis (assuming the conversion of all of Santiago Holdco's warrants and convertible debentures).

Participation in the non-brokered debentures offering was carried out in order to advance the commercial interests of Santiago Holdco. Denham Capital and its joint actors may, from time to time, acquire additional securities of the company, dispose of some or all of their securities of the company, or continue to hold such securities.

For further information, including to obtain a copy of the corresponding early warning report to be filed by Denham Capital with the applicable Canadian securities regulatory authorities in accordance with NI 62-103, please visit SEDAR+ or contact Debbie Moon by e-mail at DenhamIR@denhamcapital.com.

Advisers

In connection with the brokered offering, Cassels Brock & Blackwell LLP acted as legal adviser to the company, Investors Law Professional Corp. acted as special U.S. counsel to the company, and Dentons Canada LLP acted as legal adviser to the agents.

About Camino Minerals Corp.

Camino is a discovery and development stage copper exploration company. The company has entered into a joint venture partnership with Nittetsu Mining Co. Ltd. to advance the construction-ready Puquios copper project in Chile toward development and production. Camino is advancing its IOCG Costa de Cobre copper project located in Peru, also a joint venture with Nittetsu, through to potential resource delineation and development, and to add new discoveries. Camino has also permitted the Maria Cecilia copper porphyry project for exploration discovery drilling to potentially add tonnage to its National Instrument 43-101 resources in Peru. In addition, Camino holds claims in Peru for its copper and silver Plata Dorada project. Camino seeks to acquire a portfolio of advanced copper assets that have the potential to deliver copper into an electrifying copper intensive global economy.

We seek Safe Harbor.