Megumagold and Canadian Goldcamps Announce Intent to Complete Merger
MEGUMAGOLD AND CANADIAN GOLDCAMPS ANNOUNCE INTENT TO
COMPLETE MERGER
November 12, 2020
Halifax, Nova Scotia / Vancouver, British Columbia - MegumaGold Corp. (CSE: NSAU, OTC: NSAUF,
FWB: 2CM2) (“MegumaGold”) and Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68)
(“Canadian GoldCamps”) are pleased to announce that they have entered into an arm’s length
agreement dated November 1 2, 2020 (the “ Agreement”) with respect to a contemplated business
combination by way of a proposed share exchange between MegumaGold and Canadian GoldCamps to
which MegumaGold would acquire 100 per cent of the issued and outstanding shares of Canadian
GoldCamps (the “Transaction”). The parties shall jointly prepare an information circular (set ting forth
inter alia the recommendations of their respective boards of directors for the proposed Transaction) as
soon as reasonably feasible. Each party will file a Notice of Meeting and Record Date on SEDAR in due
course.
The proposed Transaction would provide shareholders of both companies with:
● A complementary district consolidation of Canadian GoldCamps properties in New Brunswick ’s
Bathurst Mining Camp, Newfoundland’s Central Gold Belt, and MegumaGold’s extensive
exploration land position in Nova Scotia’s Meguma Gold District;
● Combined goal of defining additional gold resources across Nova Scotia and New Brunswick in
2021;
● Strengthened balance sheet and enhanced ability to raise capital to advance exploration;
● Strengthened management and leadership team through complimentary skillsets;
● A critical mass to support further accretive entry into dominant positions in Gold Camps across
Canada.
Canadian GoldCamps is engaged in the acquisition, exploration and development of natural resource
assets with a focus on precious metal properties which have potential for both significant exploration
upside and are prospective for future development . Canadian GoldCamps this year expanded its
strategic focus toward precious metals and further affirmed its forward -looking plan to build a
diversified portfolio of exploration properties in historical gold-producing areas of Canada.
MegumaGold has assembled a strategically positioned, district -scale claim tenure comprised of 110,791
hectares within the Meguma Gold District in Nova Scotia . MegumaGold’s current focus is preparing
drilling campaigns for its Caribou, Killag, and Touquoy West Properties while continuing to develop its
regional targets throughout the district. At To uquoy West, located 4 km to the west of St Barbara’s
Touquoy mine, combined soil geochemistry results and Induced Polarization (IP) survey results have
identified three main anomalies on strike with the Touquoy mine that have never been drill tested. At
Killag, MegumaGold’s initial Reverse Circulation (RC) drilling program has identified anomalous gold
results over a strike length of 1 km open to the east and west, approximately 20 km to the east of St
Barbara’s Touquoy mine. In September of 2020 MegumaGold completed an amalgamation with Osprey
Gold acquiring the Goldenville deposit (see MegumaGold press release dated September 14, 2020).
Canadian GoldCamps has assembled approximately 4,150 hectares of prospective gold properties in
New Brunswick, near the historic Bathurst mining district, and in Newfoundland’s Central Newfoundland
Gold Belt, a region that has recently shown significant gold exploration success. In New Brunswick,
Canadian GoldCamps properties encompass the majority of the Elmtree Gold Projec t (“Elmtree”), which
contains a historical resource estimate and will require additional exploration and drilling to enhance its
gold-bearing potential. A Mineral Resource Estimate is currently planned for the Elmtree Project that
will incorporate the results from an upcoming drilling program and the latest industry gold price
forecasts. In Newfoundland, Canadian GoldCamps ’ seven claims are proximal to the northeast trending
Dog Bay Suture and the parallel Appleton and JPB Faults, which have been identified as hosting
significant gold-bearing potential.
Theo Van der Linde, President of MegumaGold stated, “We’re incredibly pleased to be working with the
GoldCamps team in buil ding a premier gold exploration and development company with assets in
emerging gold districts throughout Atlantic Canada. With this merger Meguma shareholders will benefit
by not only be acquiring high quality assets with growth potential, but also direct access to invaluable
guidance from well regarded Board members.”
David Garofalo, Director of Canadian GoldCamps commented, “Today’s announcement is yet another
positive step towards fulfilling our vision of creating a premier , Canadian-based precious metals focused
exploration and development company. The advanced stage of our assets in New Brunswick, along with
the early, albeit exciting potential of the properties in Newfoundland, are a great regional and strategic
fit to MegumaGold’s extensive land position in the under explored Meguma Gold District. I would like to
thank our CEO, Alex Terentiew, for advancing Canadian GoldCamps towa rds this merger and helping
create a new exploration company that shareholders can be excited about. We wish him well in his next
endeavour.”
Alex Terentiew, President and CEO of Canadian GoldCamps stated , “2020 has been a very busy and
exciting year for the Company, and for the gold mining industry at large, and I am delighted to have had
the privilege to lead Canadian GoldCamps through its growth thus far. With the combined portfolio of
assets based in the Atlantic Provinces, and taking into account travel restrictions during this global
COVID-19 pandemic, however, this merger presents an opportunity for all shareholders to benefit from
the experience and relationships MegumaGold’s existing management team has fostered in the region
over the p ast few years. I am confident that MegumaGold’s CEO, Regan Isenor, who is based in Halifax
and has both regional and international experience, is well suited to lead the company forward . I wish
the Company great success in the years ahead”.
Details of the Proposed Transaction
MegumaGold will acquire all of the issued and outstanding shares of Canadian GoldCamps . Each
shareholder of Canadian GoldCamps (each, a “ GoldCamps Shareholder”) will receive such number of
common shares of MegumaGold (the “ Meguma Shares”) as is equal to the product of the number of
common shares of Canadian GoldCamps (the “ GoldCamps Shares”) held by such shareholder at an
exchange ratio which equals one and one -tenth (1.1) Meguma Share s per one (1) GoldCamps Share
outstanding at the closing of the Transaction.
The definitive agreement will provide that unexercised incentive stock options and share purchase
warrants of Canadian GoldCamps will be assumed by Meguma Gold and will: (i) remain outstanding for
their full term, and (ii) following the closing date of the Transaction, entitle the holder thereof to acquire
Meguma Shares in lieu of GoldCamps Shares, in such number and at such exercise price as shall be
adjusted based on the exchange ratio inherent in the Transaction, and otherwise on the same terms and
conditions as existed prior to the Transaction.
Canadian GoldCamps will have the right to appoint three (3) members to the board of directors of the
resulting issuer, with the total number of members of such board of directors to be initially set at four
(4). MegumaGold shall contribute management personnel to the resulting issuer.
MegumaGold currently has 136,318,288 outstanding common shares and 34,466,433 shar es reserved
for issuance under incentive stock options and share purchase warrants. As of today’s date, it is
anticipated an aggregate of 82,966,803 Meguma Shares are anticipated to be issued to the GoldCamps
Shareholders, along with options and warrants entitling GoldCamps Shareholders to acquire a further
30,903,501 Meguma Shares.
Based on the foregoing and a ssuming no outstanding options or warrants of Canadian GoldCamps are
exercised prior to closing and giving effect to any concurrent financing, the resulting issuer from the
Transaction will have 219,285,092 shares issued and outstanding, of which former GoldCamps
Shareholders will hold approximately 38% of the issued and outstanding common shares of the resulting
issuer (40% of the common shares of the resulting issuer on a fully diluted basis).
The Transaction is subject to a number of conditions, including due diligence by each party, completion
of definitive documentation, approval by Boards of Directors of each party, obtaining any nece ssary
shareholder approvals (including any minority approval required by Multilateral Instrument 61 -101, if
applicable, obtaining all governmental, regulatory, Canadian Securities Exchange (the “ CSE”), and other
third-party approvals which are necessary in order to allow the parties to complete the Transaction. The
precise form of the Transaction will be determined following further advice and consultation with the
parties’ respective legal and tax advisors. The Transaction cannot close until all of these c onditions are
met. There can be no assurance that the Transaction will be completed as proposed, or at all. A finder’s
fee may be payable on the transaction.
Qualified Person Statement
This press release has been reviewed and approved by Regan Isenor, Ch ief Executive Officer of
MegumaGold Corp. Bob Komarechka, P.Geo., Director of Canadian GoldCamps Corp and a “Qualified
Persons” as defined under NI 43 -101, ha s prepared and approved the scientific and technical
information disclosed in this press release.
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 f ocus on the developing Meguma formation 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 the best opportunities
that the next generation of Canadian gold discoveries may prese nt. 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 positions in belts that possess all of the ingredients for the next major
Canadian gold disc overy. 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. Alex Terentiew, 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 estimate s 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 curr ent 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 financing, shareholder and
exchange approvals in respect of the transaction and unpreced ented market and economic risks associated with
current unprecedented market and economic circumstances, as well as those risks and uncertainties identified and
reported in MegumaGold’s and Canadian GoldCamps’s public filings under its respective SEDAR p rofile at
www.sedar.com. Although MegumaGold and Canadian GoldCamps have attempted to identify important factors
that could cause actual actions, events or results to differ 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 as 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 approve d 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.