Canadian GoldCamps Announces Management/Board Changes, Private Placement and Letter of Intent to Acquire Two Quebec Gold Projects

Executive Summary

• New President & CEO George Yordanov appointed; former CEO Mike Taylor remains a director.
• Company announces up‑to $1 million non‑brokered private placement at $0.10 per share to fund option agreement and working capital.
• Binding LOI signed with Stelmine for an exclusive option to acquire up to 80% of the Mercator and Courcy gold projects in Québec, with staged cash, equity, milestone payments and royalty terms.

Key Details

• Management & Board
• George Yordanov, P.Geo., appointed President & CEO effective Dec 18, 2025.

• Robert Kitchen appointed Director and Chairman of the Board; board now: Robert Kitchen (Chair), Mike Taylor, Maciej Lis, Jason Hawkins.

• Private Placement

• Up to 10,000,000 common shares at $0.10 per share → gross proceeds up to $1,000,000.
• Initial tranche: up to $100,000 (near‑term) – earmarked for the initial cash payment under the option agreement.
• Second tranche: up to $900,000 – for working capital and further project expenditures.

• Shares subject to a hold period of four months + one day; possible finder’s fees payable per CSE policy.

• Option Agreement LOI (Mercator & Courcy Projects)

• Exclusive option to earn up to 80% interest: 10% upon execution, additional 70% after completion of a PEA or PFS within six years (extensions allowed).
• Cash consideration: $100,000 payable ≤ Dec 31, 2025.
• Equity consideration: Shares representing 9.99% of post‑first‑tranche outstanding shares; escrow/lock‑up 36 months (10% released after four months, remainder quarterly).

• Milestone payments to Stelmine: $5 M upon receipt of all construction permits; $15 M within 30 days of commercial production start.

• Royalty Structure

• Mercator: 2% NSR, with 1% repurchasable for $1 M.

• Courcy: 1% NSR (0.5% repurchasable for $500k) + 1% NSR held by St‑Georges Family Trust (non‑redeemable).

• Offer to Acquire Royalty Interest

• During 60‑day exclusivity, Company must make a formal offer to acquire 50% of the Trust’s Courcy royalty; terms to be negotiated.

• Technical Committee & Operatorship

• Committee: two geologists appointed by Company, one by Stelmine – oversees exploration budgets and technical direction.

• Company will act as operator during option period.

• Claim Maintenance & Reversion

• Company responsible for claim maintenance; default triggers automatic re‑version of its 10% earned interest to Stelmine.

• Zone of Interest

• 30 km zone surrounding project claims; any mineral interests acquired therein subject to same terms as the Projects.

• Stelmine Participation Right

• After earn‑in, Stelmine may contribute up to 20% of future exploration expenditures to maintain proportional interest.

Notable Quotes

• “The appointment of George Yordanov brings deep technical expertise and a proven track record in advancing gold projects, positioning us well for the next phase of growth.” – Board of Directors (on‑record)