Canadian Goldcamps appoints Yordanov as CEO

Executive Summary

• Canadian Goldcamps Corp. announced a package of material corporate actions including the appointment of George Yordanov as CEO and Robert Kitchen as Chairman, a non-brokered private placement raising up to $1 million, and a binding Letter of Intent to acquire an option to earn up to an 80% interest in two Quebec gold projects (Mercator and Courcy) from Stelmine Canada Ltd.
• The private placement involves issuing up to 10 million shares at $0.10 per share, with proceeds designated for the initial cash payment on the Stelmine option agreement and working capital.
• The proposed acquisition involves an earn-in structure where the company can acquire up to 80% interest through an initial 10% stake, followed by an additional 70% upon completion of a Preliminary Economic Assessment or Prefeasibility Study within six years.

Key Details

• Management Changes:
  • George Yordanov, PGeo, appointed President and CEO effective Dec. 18, 2025, replacing Mike Taylor.
  • Robert Kitchen appointed Director and Chairman of the Board.
  • Board composition: Robert Kitchen (Chairman), Mike Taylor, Maciej Lis, and Jason Hawkins.
• Private Placement Financing:
  • Structure: Non-brokered private placement in one or more tranches.
  • Gross Proceeds: Up to $1,000,000.
  • Shares Issued: Up to 10,000,000 common shares.
  • Price: $0.10 per share.
  • Use of Proceeds: Initial $100,000 cash payment for the Stelmine option agreement; remaining proceeds for working capital and expenditures related to the option agreement and projects.
  • Tranches: Initial tranche of up to $100,000 expected in the near term; second tranche of up to $900,000 thereafter.
  • Hold Period: 4 months and 1 day from issuance.
• Acquisition of Mercator and Courcy Projects (Stelmine LOI):
  • Target: Stelmine Canada Ltd.
  • Asset: Mercator and Courcy gold projects in Quebec, Canada.
  • Earn-in Structure:
    • 10% interest upon execution of the option agreement.
    • Additional 70% interest upon completion of a Preliminary Economic Assessment or Prefeasibility Study within 6 years (subject to extensions for permitting/Nation consultations).
  • Considerations to Stelmine:
    • Cash: $100,000 payable on or before Dec. 31, 2025.
    • Equity: 9.99% of issued and outstanding shares immediately following the first tranche closing, subject to a 36-month escrow/lock-up (10% released after 4 months, balance quarterly thereafter).
    • Milestone Payments: $5,000,000 upon receipt of all construction permits; $15,000,000 upon commencement of commercial production.
  • Royalties (Net Smelter Return - NSR):
    • Mercator: 2% NSR (1% repurchasable for $1,000,000).
    • Courcy: 1% NSR (0.5% repurchasable for $500,000) + 1% NSR held by St-Georges Family Trust (non-redeemable).
  • Additional Terms:
    • 60-day exclusivity period.
    • Company must make a formal offer to acquire 50% of the St-Georges Family Trust's NSR royalty on Courcy during exclusivity.
    • 30-kilometer zone of interest surrounding project claims.
    • Stelmine retains right to contribute up to 20% of future exploration expenditures post-earn-in.
    • Company acts as operator; Technical Committee established (2 company geologists, 1 Stelmine geologist).
    • Reversion clause: 10% interest reverts to Stelmine upon uncured default.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.