Canadian GoldCamps Enters into Definitive Agreement to Acquire 70% interest in Murphy Lake Property located in the Athabasca Basin, Saskatchewan
Canadian GoldCamps Enters into Definitive Agreement to Acquire
70% interest in Murphy Lake Property located in the Athabasca Basin,
Saskatchewan
Vancouver, British Columbia and Toronto, Ontario – June 3, 2024 – Canadian GoldCamps
Corp. (“Canadian GoldCamps”, or the “Company”) (CSE: CAMP) (FSE: A68) (OTC: SMATF)
announces that further to the news release dated February 26, 2024 , it has entered into a
definitive agreement dated May 29 , 2024 (the " Agreement") with F3 Uranium Corp’s wholly-
owned subsidiary, F4 Uranium Corp. (" F4") to earn up to a 70% interest in and to F4’s Murphy
Lake Property (the "Property") in the Athabasca Basin, Saskatchewan (the “Transaction”). The
Property is located in the north- eastern corner of the Athabasca Basin, 30 km north -west of
Orano's McLean Lake deposits, 5 km south of IsoEnergy's Hurricane Uranium Deposit and covers
approximately 6.1 square kilometers of land.
If completed, the Transaction will constitute a "fundamental change" of Canadian GoldCamps
pursuant to the policies of the Canadian Securities Exchange (the " CSE"). As a result, the
Transaction requires approval of the majority of the shareholders of the Company. Upon
completion of the Transaction, Canadian GoldCamps intends to be listed on the CSE as a mining
issuer and will principally focus on the exploration and development of the Property. The resulting
issuer that will exist upon completion of the Transaction (the "Resulting Issuer") will continue to
operate under a name to be determined by the Company.
The Transaction is an arm's length transaction. Upon closing of the Transaction (the " Closing")
and the Financings (as defined below), it is expected that current shareholders of Canadian
GoldCamps will hold approximately 90.1% of the common shares of the Resulting Issuer, F4 will
hold approximately 9.9% of the common shares of the Resulting Issuer and new shareholders as
a result of the Financings will hold approximately 62% of the common shares of the Resulting
Issuer.
Under the rules of the CSE, the Company's shares will remain halted until closing of the
Transaction.
Terms of the Transaction
To earn an initial 50% in and to the Propert y (the “Initial Option”), Canadian GoldCamps made
a non-refundable cash payment of $100,000 to F4 pursuant to the letter of intent dated February
13, 2024. In consideration for entering into t he Agreement, Canadian GoldCamps shall make a
further non-refundable cash payment of $200,000 to F4 on July 26 2024 the date for which the
Company obtains shareholder approval (the "Initial Payment Date") of the transaction. In order
to maintain the Initial Option in good standing, the Company shall make additional and non-
refundable cash payments to F4 in the aggregate of $600,000 according to the following schedule:
(a) $150,000 on or before the date that is six (6) months after the Initial Payment Date;
(b) $150,000 on or before the date that is twelve (12) months after the Initial Payment Date;
(c) $150,000 on or before the date that is eighteen (18) months after the Initial Payment Date;
and
(d) $150,000 on or before the date that is twenty -four (24) months after the Initial Payment
Date.
To maintain the Initial Option in good standing, Canadian GoldCamps shall incur the following
aggregate expenditures totaling $10,000,000 according to the following schedule:
(a) total cumulative expenditures of $5,000,000 on or before the date that is twelve (12)
months after the Initial Payment Date; and
(b) additional expenditures of $5,000,000 on or before the date that is twenty-four (24) months
after the Initial Payment Date.
All expenditures required to be made by the Company may be made on a “make or pay” basis
(i.e. Canadian GoldCamps may either make the required expenditures or pay F4 in cash for any
shortfall, such cash payment to be made within 30 days of the end of the period for which such
expenditures are required to be made pursuant to the Agreement) in order to maintain the Initial
Option in good standing, but none of the e xpenditures are firm commitments. Expenditures
incurred in any one- year period in excess of the minimum amounts can be carried over to the
next year. All subsequent eligible expenditures will be applied as assessment credits toward the
Property with applicable governmental authorities.
In order to maintain the Initial Option in good standing, Canadian GoldCamps shall, on or before
the date that is ten (10) business days after the date that Canadian GoldCamps has completed
one or more equity financings to raise gross proceeds totalling at least $6,000,000, issue from
treasury to F4 for no additional consideration that number of common shares equal to 9.9% of the
total number of common shares that are issued and outstanding as of such issuance date. All
common shares issued will be issued as fully paid and non- assessable free and clear of all
encumbrances, subject only to a four - month resale restriction imposed by applicable securities
legislation. Failure to issue the common shares to F4 in accordance with the schedule will result
in the termination of the Initial Option.
Upon the Company earning a 50% interest in and to the Property, both parties agree to participate
in a joint venture for the further exploration and development of the Property, and, if deemed
warranted, to bring the Property or a portion thereof into commercial production by establishing
and operating a mine.
To earn an additional 20% interest in and to the Property (for a total 70% interest in and to the
Property) (the “Bump up Option”), the Company must make the following cash payment s and
property expenditures:
1. $250,000 on or before the date that is thirty (30) months after the Initial Payment Date;
and
2. $250,000 on or before the date that is thirty-six (36) months after the Initial Payment Date;
and
3. incurring additional expenditures of $8,000,000 on or before the date that is thirty-six (36)
months after the Initial Payment Date. Notwithstanding the foregoing, the Company, at its
option, may make a cash payment to F4 in lieu of any portion of the required expenditures
at any time.
Upon the Company exercising the Initial O ption and Bump up Option (if applicable) , F4 shall
receive a 2% net smelter royalty (“ NSR Royalty ”), provided that the Company shall be
responsible only for the percentage of the NSR Royalty equal to its percentage interest in the
Property. Therefore, if the Company obtains the Initial Interest, it shall be responsible for 50% of
the NSR Royalty; and if the Company obtains the Initial O ption and Bump up Option, it shall be
responsible for 70% of the NSR Royalty.
Financings
Prior to the completion of the Transaction, Canadian GoldCamps expects to complete a non -
brokered private placement (the “Offering”). The Offering will consist of (i) up to 16,000,000 hard
dollar Subscription Receipts (“ HD Subscription Receipts ”) at a price of C$0.25 per HD
Subscription Receipt (the “ Issue Price”) and (ii) up to 11,111,111 charity flow -through
Subscription Receipts (“ CFT Subscription Receipts ” and together with the HD Subscription
Receipts, the “ Subscription Receipts” or “ Offered Securities ”) to be sold to charitable
purchasers at a price of C$0.36 per CFT Subscription Receipt (the “ CFT Price”) . Each HD
Subscription Receipt and CFT Subscription Receipt will be deemed automatically exercised (for
no further consideration and with no further action on the part of the holder thereof) upon the
satisfaction of the Escrow Release Conditions on or before the Escrow Release Deadline (each
as defined below) for one common share of the Corporation (a “ Share”) and one Share to be
issued as a “flow-through share” (a “Charity FT Share”), respectively.
The total gross proceeds of the Offering will be deposited in escrow (the “Escrowed Funds”) with
Endeavor Trust Corporation (the “ Subscription Receipt Agent ”) pending completion of the
Transaction. Release of the Escrowed Funds will be conditional upon satisfaction of the following
conditions (together, the “ Escrow Release Conditions”): (i) approval of the Transaction by
Canadian GoldCamps shareholders; (ii) closing of the Transaction; and (iii) the receipt of all
required regulatory approvals.
If the Escrow Release Conditions are not satisfied prior to December 31, 2024, then the
Subscription Receipt Agent will return the Escrowed Funds to each holder of the Subscription
Receipts in an amount equal to the aggregate subscription price for the Subscription Receipts
paid by such holder, together with a pro rata portion of the interest earned on the Escrowed Funds,
and the Subscription Receipts will be cancelled with no further force or effect.
The proceeds of the Offering will be used for exploration and related expenditures respecting the
Property and working capital purposes. An amount equal to the gross proceeds from the issuance
of the CFT Subscription Receipts will be used to incur “Canadian exploration expenses” as
defined in the Income Tax Act (Canada) that will qualify as “flow -through mining expenditures”,
as defined in subsection 127(9) of the Income Tax Act (Canada) (the “Qualifying Expenditures”).
Such Qualifying Expenditures will be incurred on or before December 31, 2025 and an amount of
such Qualifying Expenditures equal to the gross proceeds from the issuance of the CFT
Subscription Receipts will be renounced by the Corporation to the subscribers of the CFT
Subscription Receipts with an effective date no later than December 31, 2024. In the event that
the Corporation is unable to renounce the CFT Price on or prior to December 31, 2024 for each
CFT Subscription Receipt purchased and/or if the amount of the Qualifying Expenditures are
reduced upon assessment or reassessment by the Canada Revenue Agency, the Corporation
will as sole recourse for such failure to renounce, indemnify each purchaser of CFT Subscription
Receipts for the additional taxes payable by such subscriber to the extent permitted by the Income
Tax Act (Canada) as a result of the Corporation’s failure to renounce the Qualifying Expenditures
as agreed.
Further details regarding the Offering , will be included in a subsequent news release(s) once
additional details become available.
Conditions of Closing
Completion of the Transaction will be subject to certain conditions, including but not limited to: (a)
the receipt of all necessary approvals of the boards of directors of Canadian GoldCamps and F4;
(b) the receipt of approval of the shareholders of Canadian GoldCamps in accordance with
applicable laws, including the rules of the CSE; (c) the receipt of all required consents and
approvals, including without limitation, approval of the Transaction by the CSE; (d) the completion
by Canadian GoldCamps of the Share Financing such that the Resulting Issuer will have a
minimum of $6,000,000 following expenses related to the Transaction; (e) the completion by F4
of audited and unaudited financial statements and related financial information as may be
required, and (f) the completion of satisfactory mutual due diligence.
Board of Directors and Management
Upon completion of the Transaction, the Company will consider changes to the Company's board
and management as may make sense for the business of the Company going forward.
Further Information
Investors are cautioned that any information released or received with respect to the Transaction
in this news release may not be complete and should not be relied upon. Further details about
the completion of the Transaction and the Resulting Issuer will be provided as they become
available.
Completion of the Transaction is subject to a number of conditions, including but not limited to,
CSE and shareholder approval. Where applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the Transaction will be
completed as proposed or at all. Investors are cautioned that, except as disclosed in the listing
statement to be prepared in connection with the Transaction, any information released or received
with respect to the Transaction may not be accurate or complete and should not be relied upon.
The CSE has in no way passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this news release.
The securities to be issued in connection with the Transaction have not been and will not be
registered under the United States Securities Act of 1933, as amended (the " U.S. Securities
Act") or any state securities laws and may not be offered or sold within the U.S. or to U.S. Persons
(as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under
the U.S. Securities Act and applicable state securities laws or an exemption from such registration
is available.
Update on Valley Springs Project
Further to the news release dated October 7, 2022, the Company advises that it will no longer be
proceeding with the definitive purchase agreement with Zaryadka Lithium Corp. dated October 7,
2022, to earn a 100% undivided ownership interest in the Valley Springs lithium project located
in western Nevada.
About the Murphy Lake Property
F4's 609-hectare Murphy Lake Project is located in the north- eastern corner of the Athabasca
Basin, 30 km northwest of Orano's McLean Lake deposits, 5 km south of I soEnergy's Hurricane
Uranium Deposit, and 4 km east of Cameco's La Rocque Lake Uranium Zone where drill hole
Q22-040 intersected 27.9% U 3O8 over 7.0 m. The maiden drill program at Murphy Lake was
concluded in late September of 2022, and consisted of 14 completed drillholes totaling 6,850m.
The scintillometer results from hole ML22- 006 intersected up to 2,300 counts per second (cps)
(see NR August 10, 2022), which resulted in assay results of 0.065% U3O8 over 2.5m from
322.5m to 324.5m, including 0.242% U3O8 over 0.5m on the E1 EM conductor. Unconformity
associated, basement hosted uranium mineralization was encountered along a strik e length of
330m on the E1 conductor between ML22 -011 and ML22-013 (See Assay Results Map in F3’s
news release here) and was associated with graphitic and sulphide rich shear zones in an area
overlain by approximately 260m of Athabasca Sandstone.
Qualified Person: The technical information in this news release has been prepared in
accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and
approved on behalf of F3 by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a
Qualified Person. Mr. Ashley has verified the data disclosed.
About Canadian GoldCamps Corp.
Canadian GoldCamps Corp. is a Canadian-based junior exploration stage company engaged in
the evaluation, acquisition and exploration of uranium properties.
For further information, please contact:
Canadian GoldCamps
Mike Taylor, Interim CEO
604-687-2038
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of
the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain forward-looking statements, including statements about the Company's completion
of the Transaction as well as its future plans and intentions. Wherever possible, words such as "may", "will", "should",
"could", "expect", " plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other
variations of these words, or similar words or phrases, have been used to identify these forward-looking statements.
These statements reflect management 's current beliefs and are based on information currently available to
management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual
results, performance or achievements to differ materially from the results discussed or implied in the forward-looking
statements. Such factors include, among other things: risks and uncertainties relating to the Company's ability to
complete the proposed Transaction and the Offering ; the anticipated business activities of the Resulting Issuer; and
other risks and uncertainties. These factors should be considered carefully and readers should not place undue reliance
on the forward-looking statements. Although the forward-looking statements contained in this news release are based
upon what management believes to be reasonable assumptions, the C ompany cannot assure readers that actual
results will be consistent with these forward-looking statements. These forward-looking statements are made as of the
date of this news release, and the Company assumes no obligation to update or revise them to refl ect new events or
circumstances, except as required by law.