Mr. Rajesh Sharma reports
FANCAMP AND GOLDERA COMPLETE SPINOUT TRANSACTION AND $5.5 MILLION FINANCING IN GOLDERA; TO COMMENCE TRADING AUGUST 5, 2026
Effective as of July 30, 2026, Fancamp Exploration Ltd. and Goldera Exploration Ltd. have closed their previously announced spinout transaction by way of court approved plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which all of Fancamp's core exploration assets were spunout into Goldera.
Key transaction highlights
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Spinout completed: Fancamp's exploration assets have been spunout into Goldera and Goldera is now a separate reporting issuer in British Columbia, Alberta, Ontario and Quebec.
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Concurrent financing completed: Goldera has completed the previously announced concurrent financing (as defined below) for gross proceeds of approximately $5.5-million.
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Goldera listing and trading: The common shares of Goldera will be listed on the TSX Venture Exchange and are expected to commence trading on the TSX-V under the symbol GERA at market open on Aug. 5, 2026.
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Fancamp name change: Fancamp has changed its name to ERDA Resource Opportunities Inc., with its common shares expected to commence trading on the TSX-V under the symbol ERDA at market open on Aug. 5, 2026.
The arrangement was approved by way of a special resolution of the shareholders of Fancamp at the annual general and special meeting of Fancamp shareholders held on July 24, 2026, and by a final order granted by the Supreme Court of British Columbia on July 29, 2026. Concurrent with the completion of the arrangement, Goldera successfully completed its previously announced concurrent financing of approximately $5.5-million to support the advancement of its exploration portfolio comprising the exploration assets.
"I would like to thank our shareholders for their overwhelming support of the spinout transaction and Fancamp's transition to an investment issuer. This transaction marks a significant milestone in our strategy to unlock shareholder value by creating two focused public companies: ERDA, a capital-light resource investment and royalty platform, and Goldera, a dedicated exploration company with a portfolio of prospective Canadian mineral assets. We believe this structure enhances strategic focus, improves market visibility and creates a stronger platform for long-term growth.
Effective Aug. 5, 2026, Fancamp will continue its evolution under the name ERDA Resource Opportunities Inc. and begin trading on the TSX Venture Exchange under the symbol ERDA. The ERDA name reflects our strategic focus as a resource investment and royalty company, while our commitment to disciplined capital allocation, value creation and long-term shareholder returns remains unchanged."
- Rajesh Sharma, president, chief executive officer and director, Fancamp Exploration
Pursuant to the arrangement, Fancamp shareholders exchanged each of their common shares of Fancamp for one new common share of Fancamp and one-seventh of a common share of Goldera, for a total of 34,749,514 Goldera shares being issued to Fancamp shareholders under the arrangement. On completion of the arrangement and the conversion of the subscription receipts (as defined below), Fancamp held approximately 17.7 per cent of the issued and outstanding Goldera shares, with Fancamp shareholders maintaining their interest in Fancamp and obtaining a proportionate interest in Goldera.
One-half of all of the Goldera shares issued to the Fancamp shareholders under the arrangement are subject to contractual restrictions on resale or transfer pursuant to the terms of the arrangement agreement entered into between Fancamp and Goldera dated May 28, 2026, to be released from such restrictions in accordance with the following schedule: (i) 10 per cent of the restricted Goldera shares shall be released on Jan. 30, 2027; (ii) 20 per cent of the restricted Goldera shares shall be released on July 30, 2027; and (iii) 20 per cent of the restricted Goldera shares shall be released on Jan. 30, 2028.
Goldera has obtained final approval from the TSX Venture Exchange for the listing of the Goldera shares on the TSX-V. The Goldera shares will commence trading on the TSX-V as of market open on Aug. 5, 2026, under the symbol GERA. The Cusip for the Goldera shares is 38090R101.
Readers are encouraged to refer to Goldera's Form 2B listing application dated July 29, 2026, which can be found under Goldera's profile on SEDAR+ for further details on Goldera and the arrangement.
The Goldera financing
In connection with the arrangement, Goldera has completed the previously announced non-brokered private placement of subscription receipts of Goldera for total aggregate gross proceeds of $5,499,371. Under the concurrent financing, Goldera issued a total of: (i) 14,395,000 subscription receipts of Goldera at a price of 20 cents per non-FT subscription receipt; (ii) 5,740,744 flow-through subscription receipts of Goldera at a price of 23 cents per FT subscription receipt; and (iii) five million charity flow-through subscription receipts of Goldera at a price of 26 cents per charity FT subscription receipt.
The successful completion of the concurrent financing represents an important milestone for Goldera as it enters the public markets. With approximately $5.5-million in gross proceeds, Goldera is well positioned to advance exploration at its flagship Egan gold mineral project in Ontario's Abitibi greenstone belt and the Acadian Gold Corp. joint venture in New Brunswick's emerging gold-copper district. Goldera is encouraged by the strong support received from existing Fancamp shareholders, including Ashwath Mehra and Rick Rule, as well as participation from new investors who recognize the potential of Goldera's exploration portfolio.
The escrow release conditions in respect of the subscription receipts were satisfied on July 29, 2026, and the subscription receipts automatically exchanged for: (i) in the case of the non-FT subscription receipts, 14,395,000 Goldera shares and 14,395,000 common share purchase warrant of Goldera; (ii) in the case of the FT subscription receipts, 5,740,744 Goldera shares that will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and 5,740,744 warrants that will qualify as flow-through shares within the meaning of Subsection 66(15) of the tax act; and (iii) in the case of the charity FT subscription receipts, five million FT shares and five million FT warrants that will qualify as flow-through shares within the meaning of Subsection 66(15) of the tax act.
An amount equal to the gross proceeds from the sale of the FT subscription receipts and the charity FT subscription receipts will be used by Goldera to incur (or be deemed to incur) eligible Canadian exploration expenses that qualify as flow-through mining expenditures, as such terms are defined in the tax act on or before Dec. 31, 2027. All qualifying expenditures will be renounced in favour of the applicable subscribers effective Dec. 31, 2026.
Each warrant and FT warrant entitles the holder thereof to purchase one non-flow-through Goldera share at an exercise price of 30 cents for a period of three years from the date of issuance thereof. The warrants are subject to an accelerated expiry upon 30-business-day notice from Goldera in the event the closing price of the Goldera shares on the TSX-V is equal to or above a price of 50 cents per Goldera share for 14 consecutive trading days any time after closing of the listing of the Goldera shares on the TSX-V.
Goldera will use the net proceeds from the concurrent financing to finance exploration of the exploration assets and for general corporate and working capital purposes.
In connection with the concurrent financing, Goldera: (i) paid finders' fees in cash to certain finders equal to $117,562; and (ii) issued to the finders a total of 554,314 non-transferable finders' warrants in connection with the subscription receipts placed by the finder. Each finder's warrant entitles the holder thereof to acquire one Goldera share at an exercise price of 30 cents per Goldera share for a term of three years from the date of issuance thereof (subject to the accelerated expiry provision).
Investment issuer listing: Fancamp becomes ERDA Resource Opportunities Inc.
Concurrently with the arrangement, Fancamp concluded its previously announced change of business from a TSX-V Tier 2 mining issuer to a TSX-V Tier 2 investment issuer pursuant to TSX-V Policy 5.2 -- Changes of Business and Reverse Takeovers. The change of business is intended to allow Fancamp to focus on its existing investments in the natural resources sector, with the mandate of growth, monetization and expansion of its portfolio, with a focus on scale through strategic acquisitions while maintaining a capital-light business model. To better reflect the new focus and activities of Fancamp, Fancamp has changed its name to ERDA Resource Opportunities Inc. The ERDA shares will commence trading on the TSX-V as of market open on Aug. 5, 2026, under the symbol ERDA. The Cusip for the ERDA shares is 268848108.
The arrangement, combined with the change of business, was undertaken to unlock value, enhance focus and market recognition, as well as provide Fancamp shareholders with ownership across two distinct growth platforms. The completion of the arrangement and the change of business resulted in the creation of two separate, focused and well-capitalized entities, ERDA, with a proven record of identifying overlooked and undervalued investment opportunities in the mineral resource sector, and Goldera, an exploration focused company with strategic interests in high-potential mineral projects.
Readers are encouraged to refer to Fancamp's management information circular dated June 11, 2026, which can be found under Fancamp's profile on SEDAR+ for further details on the change of business.
About ERDA Resource Opportunities Inc.
ERDA Resource Opportunities is a Canadian resource investment and royalty company focused on generating long-term shareholder value through strategic investments, royalties and financial instruments across the mining sector. ERDA maintains a diversified portfolio of marketable securities, royalty interests, cash-generating assets and strategic investments while pursuing new accretive opportunities across multiple commodities and jurisdictions.
About Goldera Exploration Ltd.
Goldera Exploration is a discovery-driven Canadian gold and copper exploration company advancing a portfolio of high-potential exploration assets across Canada's premier mining districts. Created through the spinout of Fancamp Exploration's exploration portfolio, Goldera is focused on unlocking value through systematic exploration of district-scale gold and copper projects in Ontario, Quebec and New Brunswick, with interests in Yukon, supported by an experienced technical and capital markets team.
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