Fancamp Announces Entering Into Arrangement Agreement for Spin-Out of Mineral Exploration Assets and Investment Issuer Application
FANCAMP EXPLORATION LTD.
Website: www.fancamp.ca
News Release
May 29, 2026 TSX-V Trading Symbol: FNC
Fancamp Announces Entering Into Arrangement Agreement for Spin-Out
of Mineral Exploration Assets and Investment Issuer Application
VANCOUVER, British Columbia – May 29, 2026 - Fancamp Exploration Ltd. (“ Fancamp” or the
“Corporation”) (TSX Venture Exchange: FNC) is pleased to announce that , further to the
Corporation’s news releases dated December 1, 2025 and March 30, 2026, Fancamp has entered
into an arrangement agreement (the “ Arrangement Agreement ”) with Gold era Exploration Ltd.
(“Goldera”), a wholly -owned subsidiary of the Corporation, under which the parties intend to
complete a spin out transaction (the “Spin Out”) of all of Fancamp ’s core Exploration Assets (as
defined below) pursuant to which the existing shareholders of Fancamp (“Shareholders”) will
receive 1/7th of a common share of Goldera (each, a “Goldera Share”) for every common share of
Fancamp (each, a “ Fancamp Share ”) held. The Spin Out will be effected by way of plan of
arrangement (the “ Arrangement”) under the Business Corporations Act (British Columbia) (the
“BCBCA”).
Concurrently with the Spin Out, Fancamp is seeking approval from the TSX Venture Exchange (the
“TSX-V”) for a change of business from a Tier 2 Mining Issuer to a Tier 2 Investment Issuer under
TSX-V Policy 5.2 – Changes of Business and Reverse Takeovers (the “Change of Business”).
Spin Out and Change of Business Benefits
The Spin Out of the Exploration Assets, combined with the Change of Business, is being undertaken
to unlock value, enhance focus and market recognition a s well as provide Shareholders with
ownership across two distinct growth platforms. The Corporation believes that the Spin Out and the
Change of Business will provide several substantial benefits to the shareholders of both Fancamp
and Goldera, including the following:
• The Spin Out and the Change of Business are expected to result in two separate , focused
and well-capitalized entities, one with a proven track record of identifying overlooked and
undervalued investment opportunities in the mineral resource sector, and the other will be an
exploration focused firm with strategic interests in high potential mineral projects.
• The Spin Out and the Change of Business are expected to allow Fancamp to focus on growth,
monetization and expansion of its investment portfolio, while allowing Gold era to act as a
discovery-driven mineral exploration company with a focus on delivering exploration success
and asset-level value creation.
• The Spin Out and Change of Business are expected to maximize Shareholder value by
allowing the market to value Fancamp’s portfolio of investments and the Exploration Assets
independently of one another.
• It is expected that holding the Exploration Assets in Goldera will accelerate development of
the Exploration Assets and give scope to new acquisitions.
• The Change of Business will confirm the natural evolution of the business of the Corporation
over the past several years to incorporate investment activities that were complementary to
its exploration portfolio.
The Board of Directors of Fancamp (the “ Fancamp Board”) have unanimously approved the Spin
Out and the Change of Business , and will recommend that the Shareholders vote in favour of the
Spin Out and the Change of Business at the Annual General and Special meeting of Shareholders
(the “Meeting”) to be held for, among other purposes, the approval of the Spin Out and the Change
of Business.
Arrangement Details
The Arrangement will include, among other things, a transfer of the Exploration Assets by Fancamp
to Goldera in consideration for Goldera Shares, a share capital reorganization of Fancamp and a
securities exchange whereby Shareholders will receive Gold era Shares. Pursuant to the
Arrangement, the existing Fancamp Shares will be renamed and redesignated as Class A common
shares (each, a “Fancamp Class A Share”) and Fancamp will create a new class of voting common
shares (each, a “New Fancamp Share”). Each Fancamp Class A Share will be exchanged for one
New Fancamp Share and 1/7th of a Goldera Share on the effective date of the Arrangement (the
“Effective Date”).
As part of the Arrangement, each outstanding stock option of Fancamp exercisable to acquire one
(1) Fancamp Share (each, a “Fancamp Option”) will be exchanged for: (i) one (1) replacement stock
option of Fancamp exercisable to acquire one (1) New Fancamp Share having an exercise price
equal to the product obtained by multiplying the original exercise price of the Fancamp Option by the
fair market value of a New Fancamp Share at the effective time of the Arrangement (the “Effective
Time”), divided by the total fair market value of a New Fancamp Share and the fair market value of
1/7th of a Gold era Share at the Effective Time ; and (ii) one (1) stock option of Gold era (each, a
“Goldera Option”) exercisable to acquire 1/ 7th of a Gold era Share, each whole Goldera Option
having an exercise price equal to the product obtained by multiplying the original exercise price of
the Fancamp Option by the fair market value of 1/ 7th of a Gold era Share at the Effective Time,
divided by the total fair market value of a New Fancamp Share and the fair market value of 1/ 7th of
a Gold era Share at the Effective Time , subject to adjustment pursuant to the terms of the
Arrangement Agreement.
50% of the Goldera Shares to be issued to Shareholders pursuant to the Arrangement (collectively,
the “Restricted Shares”) shall be subject to the following restrictions on resale and transfer pursuant
to the terms of the Arrangement Agreement (the “ Contractual Restrictions ”): (i) 10% of the
Restricted Shares shall be restricted until 6 months from the Effective Date; (ii) 20% of the Restricted
Shares shall be restricted until 12 month from the Effective Date; and (iii) 20% of the Restricted
Shares shall be restricted until 18 months from the Effective Date. The remaining 50% of Goldera
Shares to be issued to Shareholders pursuant to the Arrangement shall not be subject to the
Contractual Restrictions.
On completion of the Arrangement and the Concurrent Financing (as defined below) , Fancamp
expects to maintain a pproximately 19.9% of the issued and outstanding Gold era Shares, with
Shareholders and holders of Fancamp Options maintaining their interest in Fancamp and obtaining
a proportionate interest in Goldera.
For further details on the Arrangement, readers should refer to the Arrangement Agreement which
will be available on the Corporation’s SEDAR+ profile at www.sedarplus.ca.
Fancamp has applied for a listing of the Gold era Shares on the TSX -V. Any such listing will be
subject to Goldera fulfilling the requirements of the TSX-V.
The Goldera Financing
Prior to completion of the Arrangement, Goldera expects to have completed a non-brokered private
placement to raise gross proceeds of a minimum of $3,600,000 and a maximum of $5,500,000
(subject to increase or decrease in the discretion of Goldera) consisting of any combination of: (i) up
to 12,500,000 subscription receipts of Goldera (the “Non-FT Subscription Receipts”) at a price of
$0.20 per Non-FT Subscription Receipt; (ii) up to 10,000,000 flow-through subscription receipts of
Goldera (the “FT Subscription Receipts”) at a price of $0.23 per FT Subscription Receipt; and (iii)
up to 5,000,000 charity flow-through subscription receipts of Goldera (the “Charity FT Subscription
Receipts”, and together with the Non -Ft Subscription Receipts and the FT Subscription Receipts,
the “ Subscription Receipts ”) at a price of $0. 26 per Charity FT Subscription Receipt (the
“Concurrent Financing”).
Upon satisfaction of certain conditions (collectively, the “Escrow Release Conditions ”), each
Subscription Receipt will be deemed automatically exercised (for no further consideration and with
no further action on the part of the holder thereof) for: (i) in the case of the Non -FT Subscription
Receipts, one (1) unit of Gold era (each, a “Non-FT Unit”), each Non-FT Unit consisting of one (1)
Goldera Share and one (1) common share purchase warrant of Gold era (each, a “Warrant”); (ii) in
the case of the FT Subscription Receipts, one (1) flow -through unit of Goldera (each, a “FT Unit”),
each FT Unit consisting of one (1) Gold era Share that will qualify as a “flow -through share” within
the meaning of subsection 66(15) of the Income Tax Act (Canada)(the “ Tax Act ”) (each, a “ FT
Share”) and one (1) Warrant; and (iii) in the case of the Charity FT Subscription Receipts, one (1)
charity flow-through unit of Goldera (each, a “Charity FT Unit”), each Charity FT Unit consisting of
one (1) FT Share and one (1) Warrant. It is anticipated that some or all of the Charity FT Units
issuable under the Charity FT Subscription Receipts may be immediately resold or donated to
registered charities, who may sell such units (the “Resale Units”) concurrent with the satisfaction of
the Escrow Release Conditions to certain purchasers at a price of $0.20 per Resale Unit.
Each Warrant will entitle the holder thereof to purchase one (1) non-flow-through Goldera Share at
an exercise price of $0.30 for a period of three (3) years from the date of issuance thereof. The
Warrants will be subject to an accelerated expiry upon thirty (30) business days’ notice from Goldera
in the event the closing price of the Gold era Shares on the TSX -V is equal to or above a price of
$0.50 per Gold era Share for fourteen (14) consecutive trading days any time after closing of the
listing of the Goldera Shares on the TSX-V (the “Accelerated Expiry Provision”).
The net proceeds from the Concurrent Financing are intended to be used by Gold era to fund
exploration of the Exploration Assets after the Effective Date and for general corporate and working
capital purposes.
In connection with the Concurrent Financing, Goldera may agree to: (i) pay finders’ fees in cash
equal to up to 6.0% of the gross proceeds raised from the sale of Subscription Receipts placed by
an applicable finder (each, a “Finder”); and (ii) issue finder’s warrants (“Finder’s Warrants”) entitling
the Finder to purchase such number of Goldera Shares that is equal to up to 6.0% of the number of
Subscription Receipts placed by the Finder at a price of $0.30 per Goldera Share for a term of three
(3) years from the date of issuance thereof (subject to the Accelerated Expiry Provision), and subject
to the approval of the TSX-V.
Goldera Exploration Ltd. (New Spin Out Company with Pure Exploration Focus)
After completion of the Spin Out, t he new exploration entity , Goldera, will hold all of Fancamp’s
previously held core exploration assets, option agreement s and active exploration joint ventures
(other than certain Titanium Assets as set forth below ) (the “ Exploration Assets ”). Goldera’s
mandate and focus will be that of a high -growth, discovery -driven explorer with a streamlined
structure and sole focus on delivering exploration success and asset-level value creation. Its asset
portfolio will include:
• Egan Gold Project: Fancamp’s option to acquire up to an 80% interest in Harfang Exploration
Inc.’s Egan Gold Project (the “Egan Property”) (see press release dated November 12, 2025).
The Egan Property is comprised of 449 claims totaling ~12,000 hectares, which hosts a syenite
gold system featuring high -grade bulk tonnage and discovery potential, situated in the gold -rich
Abitibi greenstone belt of Ontario, a region with a long history of prominent gold discoveries and
active operations.
• Acadian Gold Joint Venture: Acadian Gold Corp. (“Acadian”) is a joint venture entity between
Fancamp and Lode Gold Resources Inc. for the advancement of a district scale, 445 km² land
package located in a highly prospective region for gold and polymetallic mineral discovery, in
northern New Brunswick with two key properties; McIntyre Brook, adjacent to Puma Exploration
Inc. Williams Brook Project (which holds an option agreement with Kinross Gold Corporation),
and Riley Brook, a significantly sized property surrounded by recent claims acquisitions made by
Kenorland Minerals Ltd. Goldera will hold a 50% interest in Acadian after completion of the Spin
Out.
• Clinton Project: A past-producing volcanogenic massive sulfide (“VMS”) project, situated in the
Appalachian region of Southern Québec, which hosts historic production that occurred during the
1970’s and multiple copper -bearing mineralized lenses. Recent work successful identified
multiple, new, high-density targets at depth and delineated a potential VMS deposit root system,
fundamental elements to allow for the extension of the project’s current mineralization (see press
release dated February 27, 2025).
• Grasset Project: Located along the Detour -Fenelon Gold Trend, Sunday Lake Deformation
Zone, which hosts the Detour Lake open -pit gold mine in Ontario (Agnico Eagle Mines Ltd.),
uniquely located in a favorable geological environment and of significant size, whereby a VTEM
survey completed in 2022 delineated multiple discrete conductive anomalies for VMS and Ni -Cu
targets.
• Diléo Project: Located in the Frotet -Evans Greenstone Belt , Diléo hosts a broad trend of
mineralization across a 2.2 -km corridor, where results of a 2023 work program indicated a new
copper showing that returned up to 1.18% Cu and confirmed, as well as expanded, an Au-Cu-Ag
soil anomaly (see press release dated March 6, 2023).
• Stoke Project: Situated in the Eastern Townships of Québec and covers 20 km of favourable
geology within the Ascot-Weedon VSED Belt, which hosts six historical VMS deposits.
• Others: Harvey Hill, a past producing, copper and precious metal bearing project, located about
20 km Northeast of the town of Thetford Mines in the Québec Appalachian, among other property
claims in Québec and Ontario, namely Beauce, Angers, Ste. Marguerite, Abit ibi 51-52, Grevet,
Lac Baude, Kinross, Golden Dragon, Gamache, Robidoux, Panet, Risborough, Desolation Lake.
• South Timmins Mining Joint Venture : 25% interest in a joint venture with PTX Metals Inc.
(“PTX”) for a package of district -scale gold properties , including historical high -grade gold
occurrences, located along the regional-scale Ridout-Tyrrell Deformation Zone (RTDZ) within the
highly prospective Abitibi Greenstone Belt, Canada’s largest gold producing region.
• Gold Orogen : A 19.9% interest in Gold Orogen Resources Corp., which holds two mineral
properties located in the Selwyn Basin, namely the Golden Culvert and nearby Win gold-focused
properties. These assets encompass a 99.5 km 2 land package across a 27 -km strike length
situated in a high-grade-gold-mineralized trend within the Southern portion of the Tombstone Gold
Belt, which extends across the Yukon and is host to numerous multi -million-ounce gold deposits
such as Banyan Gold Corp.’s AurMac deposits, Sitka Gold Corp.’s RC deposit, Hecla Mining
Company’s Keno Hill mine and Snowline Gold Corp.’s Tier 1 Valley deposit.
The Change of Business
Given the extensive expertise and skill sets of the members of the Fancamp Board and management,
the Fancamp Board and management believe that the ideal allocation of the Corporation’s working
capital would be within the framework of a resources -focused investment company making
investments in privately held and publicly traded corporations. The Change of Business will allow
Fancamp to focus on its existing investments in the natural re sources sector, with the mandate of
growth, monetization, and expansion of its portfolio, with a focus on scale through strategic
acquisitions while maintaining a capital light business model.
For such reasons, the Fancamp Board has proposed that the Corporation undergo the Change of
Business, which involves the Corporation changing its business from that of a Tier 2 “Mining Issuer”
to a Tier 2 “Investment Issuer” pursuant to TSX -V Policy 5.2 – Changes of Business and Reverse
Takeovers.
To better reflect the new focus and activities of the Corporation, it is anticipated that the Corporation’s
name will change to “ERDA Resource Opportunities Inc.” and its common shares will begin trading
on the TSX-V with the trading symbol “ERDA” upon completion of the Change of Business.
Investment Strategy and Investment Policy
The Fancamp Board has adopted a written investment policy to govern its investment activities. The
investment policy provides, among other things, the investment objectives and strategy of the
Corporation moving forward.
The following is a summary of the Corporations’ investment objectives and strategies:
• Investment Sector: Natural resources industry.
• Investment Types: Equity, debt, convertible debentures, royalties, streams, derivatives and other
instruments providing the Corporation with exposure to natural resources.
• Commodities: Natural resources, including but not limited to, base metals, precious metals,
ferrous and non-ferrous metals, industrial minerals and agricultural minerals.
• Jurisdictions: While all countries are subject to evaluation, the Corporation will place particular
importance on jurisdictions characterized by low geopolitical risk.
• Investment Amount: There is no limit and will be evaluated on a case-by-case basis. The
Corporation could potentially acquire a controlling stake in a particular opportunity.
• Investment Timeline: Unlimited.
• Investment Targets: Investments in entities owning or planning to own natural resource assets
or their derivatives. Priority will be given to quality assets in secure locations. Investments may
include distressed cases needing management changes or restructuring to unlock value.
• Investment Review: The Corporation will conduct regular evaluations of all its investments on
an ongoing basis.
A complete copy of the investment policy will be posted on the Corporation’s SEDAR+ profile at
www.sedarplus.ca.
The Fancamp Board will have ultimate oversight over the investment policy as well as ensuring that
the Corporation’s investment objectives are achieved. The officers, directors and management of
the Corporation will work jointly and severally to identify appropriate investment opportunities. These
individuals have a broad range of business experience and their own networks of business partners,
financiers, venture capitalists and finders through whom potential investments may be identified.
Investment Portfolio
The following is a description of the investment portfolio of assets to be held by the Corporation
following the completion of the Change of Business (and the Spin Out) (the “Investment Portfolio”):
• Marketable securities portfolio of over $20 million , which has earned approximately $0.5
million dividend income per annum . The marketable securities portfolio includes shares in
Champion Iron Ltd. (“Champion”), The Canadian Chrome Company Inc. (formerly KWG
Resources Inc.) (“CACR”) and NeoTerrex Minerals Inc., among others.
• $34.5 million Secured Convertible Note earning approximately $2 million interest per
annum: A $34.5 million secured promissory note issued by CACR, positioned in the strategic
Ontario Ring of Fire, in a region where chromite, nickel, copper, zinc, platinum group metals,
among other critical minerals, are particularly abundant and the focus of government policy. The
Koper Lake -McFaulds mining claims lie near and adjacent to the high -grade Eagles Nest
chromite deposit previously owned by Noront Resources Ltd., later acquired by Wyloo Ring of
Fire Ltd. (“Wyloo”) in 2022 for over $600 million.
• Royalty Portfolio will include:
Up to 3.0% NSR on certain iron ore mineral properties in the Labrador Trough
in the Schefferville region, an area with operational mines and supporting
infrastructure. The most notable mineral property subject to such royalties is an open
pit mineable iron ore mineral deposit in Newfoundland and Labrador, situated
approximately 25 kilometers northwest of Schefferville, Quebec.
2% NSR on the Koper Lake-McFaulds Property, Black Horse Chromite Deposit
which is currently the subject of a claims package held by CACR, in the Ring of Fire
district of Ontario, where key chromite resources and mineralization runs through the
property and lie adjacent to Wyloo’s proposed portal location.
Future finite production payments (aggregate value of up to $40 million ) as it
relates to certain Fermont properties currently held by Champion, located in the
Fermont Iron Ore District in Eastern Quebec, on the southern end of the Labrador
Trough, in the same region as currently producing assets held by Champion Iron or
ArcelorMittal.
Gold, base metal, and specialty metal net smelter return (NSR) and production
royalties across Québec, Ontario, and Atlantic Canada, which includes Riley Brook
(2% NSR), Robidoux (2% NSR), Wells Claims (2.0% NSR) and Beauce Claims (3.5%
GMR).
2% NSR on the significant Magpie Titanium Property, located ~ 130 kilometres
from Havre St. Pierre, Quebec, in the same region as Rio Tinto’s Lac Tio Mine, the
world’s largest hard rock titanium deposit in production.
1% NSR on the Mallard/Heenan/Dorothy Properties (currently being advanced
under the South Timmins Mining Joint Venture with PTX).
• Titanium Assets:
The Magpie Mines Inc. (stake of ~ 96%) which owns the Magpie Fe-Ti-V deposit,
one of the world's largest undeveloped titanium resources (Woodruff et al., 20171)
and one of the world's largest vanadium deposits (based on data in Kelley et al.,
20172), located 90 kilometres north of Rio Tinto's Lac Tio titanium mine.
Mingan Property: claims surround 1 claim long held by Rio Tinto near the long
operating Lac Allard Mine and is a near -coast ferro-titanium / ilmenite occurrence
on the Havre-St-Pierre region, with a resource with a starting grade of 35% titanium
dioxide (TiO₂).
Proprietary energy reduction and titanium waste recycling technology : Six
patents filed to date, this titanium extraction technology provides a means to
significantly reduce impurities and create high-grade TiO2 feedstock, a downstream
benefit to pigment and other multi -billion-dollar titanium-focused industries, and a
natural complement to existing processes.
No securities of the Corporation are contemplated to be issued, and no additional financing of the
Corporation is expected to be obtain by the Corporation, in connection with the completion of the
Change of Business.
The Change of Business will constitute an Arm’s Length Transaction (as such term is defined in
Policy 1.1 of the TSX-V).
Principals and Insiders
Following the completion of the Change of Business it is expected that the following individuals will
serve as the directors and officers of the Corporation:
Rajesh Sharma, President, Chief Executive Officer and a Director
Mr. Sharma holds global leadership experience across industries including mining, exploration,
metals and international trade. He has led large -scale mining start-ups and exploration companies,
concluded several investments and acquisition deals, forged mu tually beneficial stakeholder
partnerships and led international businesses. He has worked in Asia, Africa, North America and
Europe, and has served on the boards of various public and private companies. He is President &
CEO of Fancamp. Mr. Sharma held several leadership roles with the Tata Group including as CEO
and Board member of various exploration, mining and investment subsidiaries of Tata Steel in
Canada and Africa. He also served as Executive in Residence at Investissement Quebec. He holds
management (XLRI, Jamshedpur) and engineering (IIT, Roorkee) degrees and completed a
scholarship program on Globalization and Leadership from the London School of Economics. He
was granted the ICD.D designation by the Institute of Corporate Directors, Rotman - University of
Toronto.
Ashwath Mehra, Director
Mr. Mehra an investor and entrepreneur was educated at the London School of Economics and
Political Science where he studied economics and philosophy. Mr. Mehra is CEO of Astor Group, a
resource advisory and investment business. He also serves as director of Collective Mining Ltd., a
successful exploration and development company. Mr. Mehra is a former Senior Partner at Glencore
International AG (and its predecessor) where he ran the nickel and cobalt businesses and was
responsible for establishing Glencore’s operations in India. Mr. Mehra acted as CEO and later as
Co-Owner of MRI Trading AG, a physica l metal commodity trading business. Mr. Mehra served as
a member of the board of directors and Executive Chair of GT Gold Corp.
Charles Tarnocai, Director
Dr. Tarnocai is an accomplished mining geologist and executive with a strong international track
record in mineral exploration, project evaluation, and corporate development. Dr. Tarnocai previously
served as Director of GT Gold Corp., where he chaired the Technical Committee and contributed to
advancing one of British Columbia’s most significant gold exploration projects. He also held the role
of Vice President, Corporate Development at Alamos Gold Inc., leading global project identification,
evaluation, and acquisition initiatives. Earlier in his career, he was Chief Geologist at Oro Gold
Resources Ltd. and a Research Geologist with Placer Dome Inc. Dr. Tarnocai holds a B.Sc. in