Mr. Rajesh Sharma reports

FANCAMP ANNOUNCES CLOSING OF THE TRANSACTION WITH LODE GOLD RESOURCES TO ADVANCE NEW BRUNSWICK AND YUKON MINERAL PROPERTIES

Fancamp Exploration Ltd. has closed the transaction with Lode Gold Resources Inc. and 1475039 B.C. Ltd. (Gold Orogen), a subsidiary of Lode Gold, as previously announced on Aug. 27, 2024, to advance the exploration and development of certain mineral properties located in the Yukon and New Brunswick. The transaction represents the opportunity for the joint advancement of significantly sized and underexplored land packages, in highly prospective regions for gold and polymetallic mineral discovery, with the potential to create district-scale projects on orogenic belts where other major developers are established and host certain world-class deposits.

In connection with the closing of the transaction:

• Lode Gold transferred all of its interests in its McIntyre Brook mineral property, located in New Brunswick, and Fancamp transferred all of its interests in the Riley Brook mineral property, located in New Brunswick, to a newly incorporated joint venture entity by the name of Acadian Gold Corp., of which Fancamp and Gold Orogen each own 50 per cent of the outstanding shares, and for which Fancamp acts as the initial operator of the mineral exploration work to be conducted by Acadian.
• Acadian granted Fancamp a 2-per-cent net smelter return (NSR) royalty on the Riley Brook property, which shall be proportionally reduced in the event that Gold Orogen secures reduced net smelter return royalties and buyback terms on all, but not less than all, of the mineral claims comprising the McIntyre Brook property.
• Fancamp and Gold Orogen entered into a shareholders agreement to govern Acadian, pursuant to which, among other terms, the initial strategic budget for Acadian to cover work to be completed by May 31, 2025, will total approximately $1.8-million.
• Lode Gold transferred to Gold Orogen both its Golden Culvert mineral property, located in Selwyn basin, Tombstone belt, southeastern Yukon, and its nearby Win mineral property, located in the Tombstone belt, southeastern Yukon.
• Fancamp invested $2.5-million into Gold Orogen in exchange for such number of common shares of Gold Orogen as is equal to 19.9 per cent of the outstanding Gold Orogen shares on an undiluted basis. A portion of the Fancamp investment was completed through an indirect flow-through offering by Gold Orogen, which resulted in Gold Orogen receiving approximately $3-million in proceeds under the Fancamp investment.
• Fancamp invested $500,000 into Lode Gold on a private placement basis in exchange for 14,285,714 special warrants of Lode Gold at an issue price of 3.5 cents per Lode Gold special warrant, with each Lode Gold special warrant automatically convertible on the earlier of the completion of the spinout (as defined below) and March 31, 2025, into one common share of Lode Gold and one common share purchase warrant of Lode Gold. Each Lode Gold warrant shall be exercisable for one Lode Gold share at a price of five cents for a period of five years from the date of issue.

The transaction has received the conditional approval of the TSX Venture Exchange, however, it remains subject to the final approval of the TSX-V.

Pursuant to the terms of the investment agreement dated Aug. 26, 2024, entered into among Fancamp, Lode Gold and Gold Orogen:

• Prior to the completion of the spinout, Gold Orogen will raise an aggregate of $1.5-million, in addition to the Fancamp investment by the later of 30 days after the outside date, failing which Gold Orogen shall transfer to Fancamp between 7.5 per cent and 15 per cent of the issued and outstanding Acadian shares, with the actual number of Acadian shares transferred to be determined based on the amount of funds actually raised by Gold Orogen under the Gold Orogen private placement.
• In the event that: (i) Gold Orogen raises in excess of $1.5-million pursuant to the Gold Orogen private placement; or (ii) any future financings are undertaken by Gold Orogen (or the resulting issuer of any reverse takeover transaction consummated by Gold Orogen), Fancamp, for so long as it holds at least 10 per cent of the issued and outstanding Gold Orogen shares, will have the right (but not the obligation) to participate in the Gold Orogen additional financing to maintain its pro rata interest in Gold Orogen.
• Lode Gold will commence a spinout transaction of Gold Orogen to be completed on or before the outside date, pursuant to which:
  • • Each shareholder of Lode Gold on the effective date of the spinout will receive Gold Orogen shares for each Lode Gold share held.
    • Immediately after completion of the spinout, Fancamp will hold 19.9 per cent of the issued and outstanding Gold Orogen shares on an undiluted basis.
• In the event that Lode Gold fails to complete the spinout before the outside date, Lode Gold, at its election, shall:
  • Cause Gold Orogen to transfer to Fancamp such number of Acadian shares as is equal to 15 per cent of the issued and outstanding Acadian shares;
  • Or pay a penalty to Fancamp, equal to an annual rate of 6 per cent of $3-million calculated on a pro rata basis, for such number of days as the spinout has been delayed up to a maximum of 60 days from the outside date, which penalty payment shall be paid on the date that is the earlier of: (i) the completion date of the spinout; and (ii) the last day of the extension period. In the event Lode Gold fails to complete the spinout before the expiry of the extension period, Gold Orogen shall transfer to Fancamp such number of Acadian shares as is equal to 15 per cent of the issued and outstanding Acadian shares.

About Fancamp Exploration Ltd.

Fancamp is a growing Canadian mineral exploration company focused on creating value through medium-term growth and monetization opportunities with its strategic interests in high-potential mineral projects, royalty portfolio and mineral properties. The company is focused on an advanced asset play poised for growth and selective monetization with a portfolio of mineral claims across Ontario, Quebec and New Brunswick, Canada, including copper, gold, zinc, titanium, chromium, strategic rare earth metals and others. The company continues to identify near-term cash-flow-generating opportunities and in parallel aims to advance its investments in strategic mineral properties. Fancamp has investments in an existing iron ore operation in the Quebec-Labrador Trough, a rare earth elements company, NeoTerrex Minerals Inc., a copper-gold exploration company, Platinex Inc., an opportunity to develop an emerging gold-copper exploration play with Lode Gold Resources, in addition to an investment in a near-term cash-flow-generating zinc mine, EDM Resources Inc. in Nova Scotia. The company has future monetization opportunities from its Koper Lake transaction in the highly sought-after Ring of Fire in Northern Ontario. Fancamp is developing an energy reduction and titanium waste recycling technology with its advanced titanium extraction strategy. The company is managed by a focused leadership team with decades of mining, exploration and complementary technology experience.

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