Fancamp Announces Closing of the Transaction with Lode Gold Resources to Advance New Brunswick and Yukon Mineral Properties
FANCAMP EXPLORATION LTD.
7290 Gray Avenue, Burnaby, British Columbia, V5J 3Z2
Telephone: 604-434-8829 | Website: www.fancamp.ca
News Release
October 9, 2024 TSX-V Trading Symbol: FNC
Fancamp Announces Closing of the Transaction with Lode Gold Resources to
Advance New Brunswick and Yukon Mineral Properties
VANCOUVER, British Columbia – October 9, 2024 - Fancamp Exploration Ltd. (“Fancamp” or the
“Company”) (TSX Venture Exchange: FNC) is pleased to announce that it has closed the transaction
with Lode Gold Resources Inc. (“Lode Gold”) (TSX Venture Exchange: LOD) and 1475039 B.C. Ltd.
(“Gold Orogen”), a subsidiary of Lode Gold, as previously announced on August 27, 2024, to advance
the exploration and development of certain mineral properties located in the Yukon and New
Brunswick (the “Transaction”). The Transaction represents the opportunity for the joint advancement
of significantly sized and under-explored land packages , in highly prospective region s for gold and
polymetallic mineral discovery , with the potential to create district scale projects on orogenic belts
where other major developers are established and host certain world-class deposits.
In connection with the closing of the Transaction:
• Lode Gold transferred all of its interests in its McIntyre Brook mineral property located in New
Brunswick (the “McIntyre Brook Property”) and Fancamp transferred all of its interests in the
Riley Brook mineral property located in New Brunswick (the “ Riley Brook Property”) to a
newly incorporated joint -venture entity by the name of Acadian Gold Corp. (“Acadian”) of
which Fancamp and Gold Orogen each own 50% of the outstanding shares (the “ Acadian
Shares”), and for which Fancamp acts as the initial operator of the mineral exploration work
to be conducted by Acadian;
• Acadian granted Fancamp a 2% net smelter returns royalty on the Riley Brook Property, which
shall be proportionally reduced in the event that Gold Orogen secures reduced net smelter
returns royalties and buy -back terms on all, but not less than all, of the mineral claims
comprising the McIntyre Brook Property;
• Fancamp and Gold Orogen entered into a Shareholders’ Agreement to govern Acadian,
pursuant to which, among other terms, the initial strategic budget for Acadian to cover work to
be completed by May 31, 2025 will total approximately $1.8 million;
• Lode Gold transfer red to Gold Orogen both its Golden Culvert mineral property located in
Selwyn Basin, Tombstone Belt, southeastern Yukon, and its nearby Win mineral property
located in the Tombstone Belt, southeastern Yukon;
• Fancamp invested $2,500,000 into Gold Orogen (the “ Fancamp Investment”) in exchange
for such number of common shares of Gold Orogen (“ Gold Orogen Shares”) as is equal to
19.9% of the outstanding Gold Orogen Shares on an undiluted basis. A portion of the Fancamp
Investment was completed through an indirect flow through offering by Gold Orogen which
resulted in Gold Orogen receiving approximately $3,000,000 in proceeds under the Fancamp
Investment; and
• Fancamp invested $500,000 into Lode Gold on a private placement basis in exchange for
14,285,714 special warrants of Lode Gold (“Lode Gold Special Warrants”) at an issue price
of $0.035 per Lode Gold Special Warrant, with each Lode Gold Special Warrant automatically
convertible on the earlier of the completion of the Spin Out (as defined below) and March 31,
2025 (the “Outside Date”), into one common share of Lode Gold (each, a “Lode Gold Share”)
and one common share purchase warrant of Lode Gold (each, a “Lode Gold Warrant”). Each
Lode Gold Warrant shall be exercisable for one Lode Gold Share at a price of $0.05 for a
period of five years from the date of issue.
The Transaction has received the conditional approval of the TSX Venture Exchange (the “ TSX-V”),
however remains subject to the final approval of the TSX-V.
Pursuant to the terms of the investment agreement dated August 26, 2024 , entered into among
Fancamp, Lode Gold and Gold Orogen:
• Prior to the completion of the Spin Out, Gold Orogen will raise an aggregate of $1,500,000, in
addition to the Fancamp Investment (the “ Gold Orogen Private Placement”) by the later of
30 days after the Outside Date, failing which Gold Orogen shall transfer to Fancamp between
7.5% and 15% of the issued and outstanding Acadian Shares, with the actual number of
Acadian Shares transferred to be determined based on the amount of funds actually raised by
Gold Orogen under the Gold Orogen Private Placement;
• In the event that (i) Gold Orogen raises in excess of $1,500,000 pursuant to the Gold Orogen
Private Placement; or (ii) any future financings are undertaken by Gold Orogen (or the resulting
issuer of any reverse -takeover transaction consummated by Gold Orogen) (each, a “ Gold
Orogen Additional Financing”), Fancamp, for so long as it holds at least 10% of the issued
and outstanding Gold Orogen Shares, will have the right (but not the obligation) to participate
in the Gold Orogen Additional Financing to maintain its pro rata interest in Gold Orogen;
• Lode Gold will commence a spin -out transaction of Gold Orogen (the “ Spin Out ”) to be
completed on or before the Outside Date pursuant to which:
o each shareholder of Lode Gold on the effective date of the Spin Out will receive Gold
Orogen Shares for each Lode Gold Share held; and
o immediately after completion of the Spin Out , Fancamp will hold 19.9% of the issued
and outstanding Gold Orogen Shares on an undiluted basis.
• In the event that Lode Gold fails to complete the Spin Out before the Outside Date, Lode Gold,
at its election shall:
o cause Gold Orogen to transfer to Fancamp such number of Acadian Shares as is equal
to 15% of the issued and outstanding Acadian Shares; or
o pay a penalty to Fancamp (the “Penalty Payment”), equal to an annual rate of 6% of
$3,000,000 calculated on a pro rata basis, for such number of days as the Spin Out
has been delayed up to a maximum of 60 days from the Outside Date (the “Extension
Period”), which Penalty Payment shall be paid on the date that is the earlier of ( i) the
completion date of the Spin Out, and ( ii) the last day of the Extension Period. In the
event Lode Gold fails to complete the Spin Out before the expiry of the Extension
Period, Gold Orogen shall transfer to Fancamp such number of Acadian Shares as is
equal to 15% of the issued and outstanding Acadian Shares.
About Fancamp Exploration Ltd. (TSX-V: FNC)
Fancamp is a growing Canadian mineral exploration company focused on creating value through
medium term growth and monetization opportunities with its strategic interests in high potential mineral
projects, royalty portfolio and mineral properties. The Company is focused on an advanced asset play
poised for growth and selective monetization with a portfolio of mineral claims across Ontario, Québec
and New Brunswick, Canada; including copper, gold, zinc, titanium, chromium, strategic rare -earth
metals and others. The Company continues to identify near term cash-flow generating opportunities
and in parallel aims to advance its investments in strategic mineral properties. Fancamp has
investments in an existing iron ore operation in the Quebec-Labrador Trough, a rare earth elements
company, NeoTerrex Minerals Inc., a copper–gold exploration company, Platinex Inc., an opportunity
to develop an emerging gold -copper exploration play with Lode Gold Resources, in addition to an
investment in a near term cash flow generating zinc mine, EDM Resources Inc. in Nova Scotia. The
Company has future monetization opportunities from its Koper Lake transaction in the highly sought -
after Ring of Fire in Northern Ontario. Fancamp is developing an energy reduction and titanium waste
recycling technology with its advanced titanium extraction strategy. The Company is managed by a
focused leadership team with decades of mining, exploration and complementary technology
experience.
Further information on the Company can be found at: www.fancamp.ca
Forward-Looking Statements
This news release contains certain “forward -looking statements” or “forward -looking information”
(collectively referred to herein as “ forward-looking statements”) within the meaning of applicable
securities legislation. Such forward-looking statements include, without limitation: the execution of all
documents and completion of all steps required subsequent to the closing of the Transaction, including
but not limited to the completion of the Spin Out and the Gold Orogen Private Placement; the receipt
of final TSX-V approval in respect of the Transaction and any post-closing transactions related thereto;
and the Company’s forecasts, estimates, expectations and objectives for future.
Such forward-looking statements are based on a number of assumptions, which may prove to be
incorrect. Assumptions have been made regarding, among other things: conditions in general
economic and financial markets; accuracy of assay results; geological int erpretations from drilling
results, timing and amount of capital expenditures; performance of available laboratory and other
related services; future operating costs; and the historical basis for current estimates of potential
quantities and grades of target zones. The actual results could differ materially from those anticipated
in these forward-looking statements as a result of risk factors, including the timing and content of work
programs; results of exploration activities and development of mineral pro perties; the interpretation
and uncertainties of drilling results and other geological data; receipt, maintenance and security of
permits and mineral property titles; environmental and other regulatory risks; project costs overruns or
unanticipated costs a nd expenses; availability of funds; failure to delineate potential quantities and
grades of the target zones based on historical data; and general market and industry conditions.
Forward-looking statements are based on the expectations and opinions of the Company’s
management on the date the statements are made. The assumptions used in the preparation of such
statements, although considered reasonable at the time of preparation, may prove to be imprecise
and, as such, readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date the statements were made. The Company undertakes no obligation
to update or revise any forward -looking statements included in this news release if these beliefs,
estimates and opinions or other circumstances should change, except as otherwise required by
applicable law.
For Further Information
Rajesh Sharma, President & CEO
+1 (604) 434 8829
Debra Chapman, CFO
+1 (604) 434 8829
Tara Asfour, Director of Investor Relations
+1 (604) 434 8829
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this news release.