Camino Announces $5.0 Million Brokered Private Placement of Units and Concurrent $9.5 Million Non-Brokered Private Placement of Convertible Debentures “
Camino Announces $5.0 Million Brokered Private Placement of Units and
Concurrent $9.5 Million Non-Brokered Private Placement of Convertible
Debentures
“Not for distribution to United States news wire services or for dissemination in the United
States.”
Vancouver, BC - August 6, 2026 – Camino Minerals Corporation (TSXV: COR) (OTC: CAMZF)
(“Camino” or the “Company”) is pleased to announce a private placement consisting of (i) a
brokered private placement of up to 12,000,000 units of the Company (the “Units”) at a price of
C$0.42 per Unit for gross proceeds of up to C$5.04 million (the “Brokered Offering”), and (ii) a
non-brokered private placement of unsecured convertible debentures (“ Convertible
Debentures”) for gross proceeds of up to C$9.5 million (the “Non-Brokered Debentures
Offering”), for aggregate gross proceeds of up to C$14.5 million (collectively, the “Offering”).
Each Unit will be comprised of one common share of the Company (each, a “ Common Share”)
and one-half of one common share purchase warrant (each whole warrant, a “ Warrant”). Each
Warrant shall be exercisable for a period of 2 years from the Closing Date (as defined below), to
purchase one additional Common Share (a “Warrant Share”) at an exercise price of C$0.55 per
Warrant Share, provided the Warrants may not be exercised for a period of 60 days from the
Closing Date. The Company has entered into an agreement with Paradigm Capital Inc .
(“Paradigm”) and Raymond James Ltd. (collectively, the “Agents”) pursuant to which the Agents
will act as co-lead agents and co-bookrunners , in connection with the Brokered Offering.
Brokered Offering
The Brokered Offering will be conducted pursuant to the terms of an agency agreement to be
entered into between the Company and the Agents on or prior to the closing date of the Offering
(the “Closing Date”). In connection with the Offering, the Agents will be paid a cash commission
equal to 6.0% of the gross proceeds of the Brokered Offering, including any proceeds raised upon
exercise of the Agents’ Option (as described and defined below). The Agents will also receive, on
the Closing Date, broker warrants (“Broker Warrants”) entitling the Agents to acquire that number
of Common Shares (the “ Compensation Shares”) as is equal to 6.0% of the number of Units
issued pursuant to the Brokered Offering, including upon the exercise of the Agents’ Option. Each
Broker Warrant will entitle the holder thereof to acquire one Compensation Share at an exercise
price of C$0.42 per Compensation Share, for a period of 24 months following the Closing Date.
The Company has granted the Agents an option (the “Agents’ Option”) to sell up to that number
of additional Units equal to 15% of the Brokered Offering, for additional gross proceeds of up to
C$756,000, exercisable, by notice in writing to the Company, at any time not less than 48 hours
prior to the Closing Date.
The Units (including any additional Units to be issued upon exercise of the Agents’ Option) issued
under the Brokered Offering will be offered for sale to purchasers resident in each of the provinces
in Canada (other than Quebec) pursuant to the “listed issuer financing” exemption under Part 5A
of National Instrument 45 -106 – Prospectus Exemptions, as amended by Coordinated Blanket
Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption
(the “Listed Issuer Financing Exemption"). The Units may also be offered to qualified investors
in the United States through the Agents’ respective U.S. broker -dealer affiliates, in compliance
with applicable U.S. securities laws, and it is expected that any sale of Units in the United States
will be made to "Accredited Investors" pursuant to Rule 506 of Regulation D (including "Qualified
Institutional Buyers" as defined in Rule 144A who are also “Accredited Investors”) adopted by the
United States Securities and Exchange Commission under the United Securities Act of 1933, as
amended (the "U.S. Securities Act").
There is an offering document (the “ Offering Document”) related to the Brokered Offering that
can be accessed under the Company’s issuer profile at www.sedarplus.ca and at the Company’s
website at www.caminocorp.com. Prospective investors in the Brokered Offering should read the
Offering Document before making any investment decision.
The net proceeds from the Brokered Offering will be used for satisfying the joint venture cash
calls in respect of the Puquios Copper Project, for exploration and drilling at Costa de Cobre
Project in Peru, and for exploration and permitting at the Company’s other mineral projects located
in Peru, as well as for general and administrative expenses and unallocated working capital
purposes over a period of 12 months following closing of the Brokered Offering.
Non-Brokered Debentures Offering
The Convertible Debentures are being issued to refinance certain amounts payable in relation to
the acquisition of the Puquios Project as described further below.
The Convertible Debentures will be issued in denominations of C$1,000 and will bear interest at
a rate of 10.0% per annum, capitalized quarterly in arrears on the last day of each calendar quarter
(with such interest to be automatically capitalized into the principal amount of the Convertible
Debentures) and payable on the Maturity Date (as defined below). Unless earlier repaid or
converted, the outstanding principal and accrued and unpaid interest on the Convertible
Debentures shall be due and payable 36 months following the closing of the Offering (the
“Maturity Date”).
The Convertible Debentures will be convertible at any time prior to the date that is five years from
the issuance date thereof, at the option of the holder, into Common Shares at a conversion price
of C$0.48 per Common Share, subject to adjustment for share splits, consolidations and similar
events occurring after the issuance date thereof.
The Convertible Debentures contain other customary provisions (including with respect to events
of defaults) as are customary for transactions of such nature. The Company also has a right to
prepay the outstanding principal amount in whole (and not in part ), subject to certain specified
conditions, including the payment in cash of all accrued and uncapitalized interest outstanding at
such time, and the payment of a specified make -whole cash amount to account for the early
repayment right.
The Convertible Debentures will be offered pursuant to relevant prospectus or registration
exemptions in accordance with applicable laws in such jurisdiction(s) as may be determined by
the Company, in its sole discretion. The net proceeds from the Offering will be used to satisfy: (i)
certain deferred contingent payments payable to or as directed by Santiago Metals Investment
Holdings II SLU and Santiago Metals Investment Holdings II -A LLC (together, the “ Vendors”)
under the share purchase agreement dated October 4, 2024 (as subsequently amended) among,
inter alios, Camino, the Vendors, and Nittetsu Mining Co., Ltd; (ii) certain extension fees payable
to Santiago Metals II Upper Holdco LLC (“ Santiago Holdco ”), a company owned by a fund
advised by Denham Capital Management LP; and (iii) the principal amount and all accrued but
unpaid interest under a term loan outstanding pursuant to a loan agreement dated April 16, 2025
between the Company and Santiago Holdco.
Closing of the Offering remains subject to the approval of the TSX Venture Exchange (the
“Exchange”), and is expected to occur on or about August 26, 2026 or such other date or dates
as the Company may determine (in the case of the Brokered Offering, jointly with the Agents, and
in the case of the Non-Brokered Debentures Offering, jointly with Santiago Holdco).
MI 61-101 and TSXV Policy 5.9
It is anticipated that Santiago Holdco, a company owned by a fund advised by Denham Capital
Management LP, a significant shareholder of the Company exercising control and direction over
approximately 40.8% of the issued and outstanding Common Shares, will acquire all of the
Convertible Debentures to be issued pursuant to the Non-Brokered Debentures Offering . Such
participation will constitute a “related party transaction” within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)
and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX
Venture Exchange (which incorporates the requirements of MI 61 -101). However, such
participation will be exempt from the formal valuation and minority shareholder approval
requirements of MI 61 -101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61 -101, respectively,
as neither the fair market value of the securities to be acquired by insiders of the Company, nor
the consideration for the securities paid by insiders, exceed 25% of the Company’s market
capitalization for the purposes of MI 61-101.
The exact extent of participation by insiders of the Company in the Non-Brokered Debentures
Offering was not determined sufficiently in advance of the anticipated closing date thereof, and
accordingly, the Company expects to file a material change report relating to the Non-Brokered
Debentures Offering less than 21 days from closing of the Non-Brokered Debentures Offering ,
which is reasonable and necessary in the circumstances to meet the Company’s business and
capital requirements.
About Camino
Camino is a discovery and development stage copper exploration company. The Company has
entered into a joint venture partnership with Nittetsu Mining Co., Ltd. to advance the construction-
ready Puquios copper project in Chile toward development and production. Camino is advancing
its IOCG Costa de Cobre copper project located in Peru through to resource delineation and
development, and to add new discoveries. Camino has also permitted the Maria Cecilia copper
porphyry project for exploration discovery drilling to add to its NI43 -101 resources. In addition,
Camino has increased its land position at its copper and silver Plata Dorada project. Camino
seeks to acquire a portfolio of advanced copper assets that have the potential to deliver copper
into an electrifying copper intensive global economy. For more information, please refer to
Camino’s website at www.caminocorp.com.
ON BEHALF OF THE BOARD For further information, please contact:
/S/ “Jay Chmelauskas” Camino Investor Relations
President and CEO [email protected]
Tel: (604) 493-2058
Cautionary Notes
This news release contains “forward -looking information” and “forward -looking statements”
(collectively, “ forward-looking information ”) within the meaning of applicable Canadian and
United States securities laws, including, but not limited to, the Offering (including the anticipated
use of proceeds from the Offering, the quantum and anticipated closing of the Offering, the receipt
of the Exchange’s approval of the Offering, and the expected exemption(s) to be relied on for any
requirements in MI 61-101 for any related party transaction component in the Offering). The use
of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”,
“will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to
identify forward -looking information. The forward -looking information is based on reasonable
assumptions and estimates of the management of the Company at the time such statements were
made and is subject to known and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements of the Company to be materially
different from those expressed or implied by such forward -looking information, inclu ding risks
associated with changes in regulations; political or economic developments; capital expenditures;
future capital needs and uncertainty of additional financing; the need for the Company to manage
its future strategic plans; global economic and fi nancial market conditions; uninsurable risks;
changes in the Company’s business and operations as its plans and prospects continue to be
evaluated; and other risks inherent in the Company’s business (including, that actual results of
the Company’s exploration activities may be different than those anticipated by management; the
Company may not realize the benefits of joint ventures and/or s trategic partnerships; the
Company may be unable to obtain or may experience delays in obtaining
required permits, authorizations and approvals; operational and technical risks inherent in
exploration; risks related to third -party infrastructure development and timing; and risks related
to the state of equity and commodity markets). Although the Company believes that the
expectations and assumptions on which such forward -looking information are based are
reasonable, undue reliance should not be placed on the forward-looking information because the
Company can give no assurance that they will prove to be correct. Since forward -looking
information address future events and conditions, by their very nature they involve inherent r isks
and uncertainties. Actual results could differ materially from those currently anticipated due to a
number of factors and risks. Readers are cautioned that the foregoing factors are not exhaustive.
The forward -looking information included in this news release are expressly qualified by this
cautionary statement. The forward -looking information contained in this news release are made
as of the date hereof and the Company undertakes no obligation to update publicly or revise any
forward-looking information, whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.
The securities described herein have not been, and will not be, registered under the U.S.
Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United
States without registration under the U.S. Securities Act and all appl icable state securities laws
or compliance with the requirements of an applicable exemption therefrom. This news release
does not constitute an offer to sell or the solicitation of an offer to buy securities in the United
States, nor may there be any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.