Cdn Goldcamps closes $555,000 1st tranche of financing

Executive Summary

• Canadian Goldcamps Corp. closed the first tranche of its non-brokered private placement, raising $555,000 through the issuance of 5.55 million shares at $0.10 per share.
• The company issued 1,822,941 shares (approx. 10% of outstanding shares) to Stelmine Canada Ltd. as consideration for a binding Letter of Intent (LOI) granting exclusivity for an option to acquire up to an 80% interest in the Courcy and Mercator projects.
• Proceeds are designated for the initial $100,000 cash payment under the Stelmine option agreement and general working capital; additional closings are expected by January 15, 2026.

Key Details

• Private Placement Details:
  • Structure: Non-brokered private placement.
  • Shares Issued: 5,550,000 common shares.
  • Price: $0.10 per share.
  • Gross Proceeds: $555,000.
  • Use of Proceeds: Initial $100,000 cash payment for the Stelmine option agreement; balance for general working capital.
  • Hold Period: 4 months and 1 day from issuance.
  • Future Closings: One or more additional closings expected on or prior to Jan. 15, 2026.
• Stelmine Canada Ltd. Transaction (LOI Consideration):
  • Shares Issued: 1,822,941 common shares (representing 9.99% of issued and outstanding shares).
  • Purpose: Consideration for the grant of exclusivity under the LOI and execution of the LOI dated Dec. 18, 2025.
  • Escrow Terms: 36-month escrow; 10% released after 4 months, balance released quarterly thereafter.
  • Project Interest: Any interest in Courcy and Mercator projects is earned only upon execution of a definitive option agreement.
  • Option Terms: Exclusive option to acquire up to an 80% interest in the Courcy and Mercator projects.
  • Initial Earn-In: 10% interest earned upon execution of definitive agreement (subject to regulatory approvals).
  • Risk: If no definitive agreement is signed, no project interest is earned, and shares were issued solely for exclusivity.
• Related Party Transaction (MI 61-101):
  • One officer subscribed for 200,000 shares in the first tranche.
  • Exemptions from formal valuation and minority shareholder approval relied upon under sections 5.5(a) and 5.7(1)(a) of MI 61-101.
• Finder Fees:
  • Cash Fee: $1,800 paid to one eligible finder.
  • Warrants Issued: 18,000 non-transferable finder warrants.
  • Warrant Terms: Exercise price of $0.12 per share; exercisable for 24 months from issuance.