Camino Closes $5.8 Million Brokered Private Placement of Units and Concurrent $9.4 Million Non-Brokered Private Placement of Convertible Debentures “
Camino Closes $5.8 Million Brokered Private Placement of Units and
Concurrent $9.4 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 26, 2026 – Camino Minerals Corporation (TSXV: COR) (OTC: CAMZF)
(“Camino” or the “Company”) is pleased to announce the closing of its previously announced
private placements (together, the “Offering”) for aggregate gross proceeds of C$15,223,109. The
Offering consisted of (i) a brokered private placement of 13,800,000 units of the Company (the
“Units”) at a price of C $0.42 per Unit for gross proceeds of C$5,796,000 (the “Brokered
Offering”), and (ii) a non -brokered private placement of unsecured convertible debentures
(“Convertible Debentures ”) for gross proceeds of C$9,427,109 (the “Non-Brokered
Debentures Offering ”). Each Unit consists 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”), with each Warrant exercisable at any time until August 26, 2028, to purchase one
additional Common Share (a “Warrant Share”) at an exercise price of C$0.55 per Warrant Share.
Brokered Offering
Paradigm Capital Inc. and Raymond James Ltd. (collectively, the “ Agents”) acted as co -lead
agents and co -bookrunners, in connection with the Brokered Offering, pursuant to the terms of
an agency agreement dated August 26, 2026, entered into between the Company and the Agents.
In connection with the Brokered Offering and as consideration for its services, the Company paid
to the Agents a cash commission of C$338,108.40, in aggregate, and issued to the Agents, in
aggregate, 805,020 non-transferrable broker warrants of the Company (the “Broker Warrants”).
Each Broker Warrant entitles the holder thereof to acquire one Common Share at a price of
C$0.42 per Common Share at any time on or before August 26, 2028, subject to adjustment in
certain events.
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.
The Units issued under the Brokered Offering were offered to Canadian purchasers 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"),
and will not be subject to a hold period under Canadian securities laws . The Units were also
offered to qualified investors in the United States through the Agents’ respective U.S. broker-
dealer affiliates, and to purchasers outside of Canada and the United States, in each case, in
compliance with applicable securities laws. An offering document dated August 6, 2026 related
to the Brokered Offering can be accessed under the Company’s issuer profile at
www.sedarplus.ca and at the Company’s website at www.caminocorp.com.
Non-Brokered Debentures Offering
The Convertible Debentures 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 August 26, 2029 (the
“Maturity Date”); and unless earlier repaid or converted, the outstanding principal and accrued
and unpaid interest on the Convertible Debentures shall be due and payable on the Maturity Date.
The Convertible Debentures will be convertible at any time prior to August 26, 2031, 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), and contain other customary provisions , as described in the news release of the
Company dated August 6, 2026.
The net proceeds from the Non-Brokered Debentures 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.
MI 61-101 and TSXV Policy 5.9
Santiago Holdco , a company owned by a fund advised by Denham Capital Management LP
(“Denham Capital”), is a significant shareholder of the Company exercising control and direction
over approximately 40.8% of the issued and outstanding Common Shares immediately prior to
completion of the Offering, and acquired all of the Convertible Debentures issued pursuant to the
Non-Brokered Debentures Offering . Such participation constitute s 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 (the “Exchange”) (which incorporates the
requirements of MI 61-101). However, such participation is 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 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.
Mr. Christopher Adams, a director of the Company, participated in the Brokered Offering. The
participation in the Brokered Offering by the said insider constitutes a “related party transaction”
as defined in MI 61 -101 and Policy 5.9 – Protection of Minority Security Holders in Special
Transactions of Exchange. However, such participation is 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 acquired by
the said insider of the Company, nor the consideration for the securities paid by the said insider,
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 Offering was not determined
sufficiently in advance of the anticipated closing date thereof, and accordingly, the Company did
not file a material change report relating to the Offering les s than 21 days before the closing of
the Offering, which it deemed reasonable and necessary in the circumstances to meet the
Company’s capital requirements.
Early Warning Disclosure
Santiago Holdco is wholly -owned by Pembroke Resources II Holdings (Cayman) LLC
(“Intermediate Holdco”). Intermediate Holdco is wholly-owned by Denham Mining Fund LP (the
“Mining Fund”), a fund advised by Denham Capital. The general partner of the Mining Fund is
Denham Mining GP LLC (the “Mining Fund GP”). Each of Santiago Holdco, Intermediate Holdco,
the Mining Fund, the Mining Fund GP and Denham Capital are “joint actors” with respect to the
securities of the Company as such term is defined in National Instrument 62 -103 – The Early
Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”).
Immediately prior to the closing of the Non -Brokered Debentures Offering, Denham Capital and
its joint actors owned or exercised control or direction over 36,458,887 Common Shares and
555,556 Warrants exercisable to purchase a total of 555,556 Common Shares, representing
approximately 40.8% of the issued and outstanding Common Shares on a non -diluted basis and
approximately 41.2% of the issued and outstandi ng Common Shares on a partially -diluted basis
(assuming the exercise of all of Santiago Holdco’s Warrants). Following the completion of each
Offering, Denham Capital and its joint actors own or exercise control or direction over 36,458,887
Common Shares, 555,556 Warrants exercisable to acquire 555,556 Common Shares and
Convertible Debentures convertible into 19,639,810 Common Shares, representing
approximately 35.4% of the issued and outstanding Common Shares on a non -diluted basis and
approximately 46.0% of the issued and outstanding Common Shares on a partially -diluted basis
(assuming the conversion of all of Santiago Holdco’s Warrants and Convertible Debentures).
Participation in the Non -Brokered Debentures Offering was carried out in order to advance the
commercial interests of Santiago Holdco . Denham Capital and its joint actors may, from time to
time, acquire additional securities of the Company, dispose of some or all of their securities of the
Company, or continue to hold such securities.
For further information, including to obtain a copy of the corresponding early warning report to be
filed by Denham Capital with the applicable Canadian securities regulatory authorities in
accordance with NI 62 -103, please visit www.sedarplus.ca or contact Debbie Moon by email at
Advisors
In connection with the Brokered Offering, Cassels Brock & Blackwell LLP acted as legal advisor
to the Company , Investors Law Professional Corporation acted as special U.S. counsel to the
Company, and Dentons Canada LLP acted as legal advisor to the Agents.
The securities described herein have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state
of the United States, and may not be offered or sold in the United States or to, or for the account
or benefit of, a U.S. person without registration under the U.S. Securities Act and all applicable
securities laws of any state of the United States 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 or to, or for the account or benefit of,
U.S. persons , nor may there be any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. “United States” and “U.S. person” are as defined in
Regulation S under the U.S. Securities Act.
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, also a joint venture with Nittetsu, through
to potential resource delineation and development, and to add new discoveries. Camino has also
permitted the Maria Cecilia copper porphyry project for exploration discovery drilling to potentially
add tonnage to its NI43 -101 resources in Peru. In addition, Camino holds claims in Peru for 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 anticipated use of proceeds from
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,
including 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 explorat ion activities may be different than those anticipated by
management; the Company may not realize the benefits of joint ventures and/or strategic
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.
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.