MegumaGold and Canadian GoldCamps Announces Termination of Previously Announced Share Exchange Agreement; and Entering Into A New Asset Purchase Agreement
MegumaGold and Canadian GoldCamps Announces Termination of Previously
Announced Share Exchange Agreement; and Entering Into A New Asset
Purchase Agreement
Joint News Release
Halifax, Nova Scotia / Vancouver, British Columbia , January 6, 2021 - MegumaGold Corp. (CSE: NSAU,
OTC: NSAUF, FWB: 2CM2) (“MegumaGold”) and Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF,
FSE: A68) (“Canadian GoldCamps” and together with MegumaGold, the “Companies”) announces that
the Companies have terminated the previously announced share exchange agreement dated November
12, 2020 . The Companies have entered into a new definitive agreement whereby MegumaGold will
purchase substantially all of the assets of Canadian GoldCamps (the “Proposed Transaction”). Pursuant
to the asset purchase agreement dated January 4, 2021 (the “Agreement”), Canadian GoldCamps will
sell to MegumaGold all of its Canadian assets and the associated working capital in exchange for
securities of MegumaGold (the “Consideration”), that it intends to distribute directly to its shareholders,
subject to shareholder vote and other regulatory approvals.
It is anticipated that the sale price for Canadian GoldCamps’ assets will be comprised of 1.1 shares of
MegumaGold for each one (1) issued and outstanding share of Canadian GoldCamp as of November 16,
2020 (the “Exchange Ratio”). In addition, all outstanding options and warrants of Canadian GoldCamps
that have not been duly exercised prior to the closing of the Proposed Transaction (the “Closing Date”)
will be exchanged for options and warrants, as the case may be, of Meguma Gold, after giving effect to
the Exchange Ratio and otherwise on the same term s and conditions as were applicable to such options
and warrants immediately before the Closing Date.
The Proposed T ransaction will be subject to approval by a special resolution of 66 2/3 % of Canadian
GoldCamps’ shareholders. Upon the shareholders’ approval of the Proposed Transaction, Canadian
GoldCamps’ intends to distribute the Consideration received from MegumaGold directly to its
shareholders and Canadian GoldCamps then intends to delist from the C anadian Securities Exchange
(the “CSE”). Securities which are distributed to Canadian GoldCamps’ shareholders will be subject to a
total of a four-month and one-day hold period from the date of closing of the transaction.
Annual General Special Meeting of Canadian GoldCamps
As the Proposed Transaction constitutes the disposition of substantially all of Canadian GoldCamps ’
undertaking, Canadian GoldCamps is holding an annual general and special meeting of its shareholders
on January 29, 2021 to seek approval by a special resolution of its shareholders for the transactions
contemplated by the Agreement (the “Meeting”). At the Meeting, Canadian GoldCamps intends to seek
shareholder approval for the delisting of Canadian GoldCamps ’ common shares from the CSE. The
record date for the meeting will be November 16 , 2020. Additional information about the Proposed
Transaction, Canadian GoldCamps’ plans to distribute the Consideration received from MegumaGold to
its shareholders and Canadian GoldCamps ’ delisting plans will be contai ned in a management
information circular which will be sent to Canadian GoldCamps’ shareholders prior to the Meeting.
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About MegumaGold Corp.
MegumaGold Corp. (CSE: NSAU, OTC: NSAUF, FWB: 2CM2) is a Canadian junior gold exploration
company engaged in the business of acquiring, exploring and developing natural resource properties.
MegumaGold has centered its exploration focus on the developing Meguma forma tion of Nova Scotia.
As a result, MegumaGold has assembled a strategically positioned, district -scale tenure position of
110,791 hectares within the Meguma Gold District. For additional information, please visit
MegumaGold’s website: http://www.MegumaGold.com.
About Canadian GoldCamps Corp.
Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68) is a Canadian -based gold exploration
and development company established to provide investors with exposure to th e best opportunities
that the next generation of Canadian gold discoveries may present. Canadian GoldCamps is intent on
being proximal to large new discoveries with a commanding position in these highly active gold camps,
as well taking commanding position s in belts that possess all of the ingredients for the next major
Canadian gold discovery. For additional information, please visit Canadian GoldCamp’s website:
https://www.goldcamps.ca/.
Upon closing of the Transaction, the resulting issuer is expected to be listed for trading on the CSE.
For more information, please contact:
Mr. Regan Isenor, Chief Executive Officer, MegumaGold Corp.
902-233-4381
www.megumagold.com
Mr. Brendan Purdy, interim Chief Executive Officer, Canadian GoldCamps Corp.
647-640-241
www.goldcamps.ca
Forward-Looking Statements and Cautionary Language
All statements in this presentation, other than statements of historical fact, are "forward-looking information" with
respect to MegumaGold and Canadian GoldCamps within the meaning of applicable securities laws including,
without limitation economic estimates and any statements related to the proposed transaction, proposed board
and management changes and shareholder and exchange approvals. MegumaGold and Canadian GoldCamps
provide forward-looking statements for the purpose of conveying information about current expectations and plans
relating to the future and readers are cautioned that such statements may not be appropriate for other purposes.
By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and
which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove
to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be
achieved. These risks and uncertainties include but are not limited to exploration findings, results and
recommendations, results of due diligence investigations, ability to raise adequate fin ancing, shareholder and
exchange approvals in respect of the transaction and unprecedented market and economic risks associated with
current unprecedented market and economic circumstances, as well as those risks and uncertainties identified and
reported i n MegumaGold’s and Canadian GoldCamps’s public filings under its respective SEDAR profile at
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www.sedar.com. Although MegumaGold and Canadian GoldCamps have attempted to identify important factors
that could cause actual actions, events or results to diff er materially from those described in forward -looking
information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that such information will prove to be accurate a s actual results and future
events could differ materially from those anticipated in such statements. MegumaGold and Canadian GoldCamps
disclaim any intention or obligation to update or revise any forward -looking information, whether as a result of
new information, future events or otherwise unless required by law.
The CSE has not approved or disapproved the contents of this news release or passed upon the merits of any of
the transactions described herein, including the Transaction.
Neither the CSE nor its Regulation Services Providers (as that term is defined in the policies of the CSE) accepts
responsibility for the adequacy or accuracy of this release.