Cambria Gold Mines and ECC Ventures 4 Corp. Announce Proposed Spin-Out Transaction of Cambria's Mt. Margaret Copper-Gold Deposit into ECC Ventures 4 Corp. and up to US$100 Million Financing to Create New U.S.-Focused Company

Cambria Gold Mines Inc. (CAMB) and ECC Ventures 4 Corp. have entered a binding term sheet to spin out the Mt. Margaret copper-gold porphyry deposit in Washington, USA, into a new publicly traded entity, Freedom Copper Corp. The transaction is structured as a reverse takeover of ECC4, with Cambria transferring all interests in the project to a subsidiary that ECC4 will acquire for 17.85 million post-consolidation shares, representing approximately 62.4% of Freedom Copper.

Cambria shareholders will receive approximately 3.58 million Freedom Copper shares, constituting 20% of the consideration shares, as a tax-free return of capital. Cambria will retain the remaining 80% of the consideration shares. A concurrent brokered private placement of subscription receipts is set to raise up to US$100 million at a price of not less than US$10.00 per receipt. The placement is led by Canaccord Genuity, which will receive a 6% cash commission plus warrants.

The transaction requires the settlement and release of Nebari debt security. To facilitate this, Cambria will issue 12.1 million warrants at C$1.00 with a one-year term and 6.1 million warrants at C$2.00 with a one-year term, along with 500,000 Freedom Copper warrants at US$10.00 with a five-year term, to Nebari. Shareholder and court/TSXV approvals are required, with a special meeting expected in Q3 2026. ECC4 shares are currently halted.

The release reiterates the 1977/1980 historical resource for the Mt. Margaret deposit, which stands at 577 Mt at 0.36% Cu and 0.24 g/t Au. This resource is non-compliant with NI-43-101 standards, and the company notes that mineralization is open at depth and laterally.

Cambria Gold Mines Inc. (CAMB) has moved from intention to a binding agreement regarding the spin-out of its Freedom Copper assets, a development telegraphed since late April 2026. The company announced a specific TSXV-qualifying transaction vehicle alongside a US$100M financing, a figure that materially exceeds typical exploration-stage placements. This announcement crystallizes the path, governance, and funding for the transaction, which had previously been known only as an intention.

Under the terms of the deal, Cambria shareholders will receive direct ownership in Freedom Copper, representing 20% of the consideration shares. Cambria will retain a meaningful minority stake of approximately 49.9% pro forma before the placement. The US$10.00 subscription-receipt floor implies an undiluted Freedom Copper equity value of at least ~US$160M, calculated as 17.85M shares multiplied by US$10. This gives the distributed shares a notional value of ~US$35.8M, or approximately CAD 49M, providing a tangible, market-based value signal for an asset previously carried at zero on Cambria’s balance sheet.

The April 22 and April 27, 2026 releases first hinted at the spin-out and claimed staking. Today’s news marks the transition from intention to a binding agreement, which de-risks the transaction. The inclusion of a large private placement suggests strong institutional interest in a US-focused critical-minerals (copper) story, which could benefit the entire Cambria complex by allowing management to focus on the Golden Triangle gold assets.

However, risks remain. The historical resource is not NI-43-101 compliant and is based on decades-old data. The spin-out is still subject to shareholder, court, and TSXV approvals. The placement is not yet closed and may be delayed or downsized. The overall Cambria stock has been in a downtrend since April 2026 highs, and the spin-out may not be enough to reverse the bearish technical picture without additional operational catalysts, such as a feasibility study or production restart.

Cambria Gold Mines Inc. (formerly Ascot Resources Ltd.) is a development-stage gold company focused on the Premier Gold Project (PGP) and Red Mountain Project (RMP) in British Columbia’s Golden Triangle. The PGP includes the historic Premier mine, where a 2,500 tpd mill has been refurbished and commissioned, extensive underground development has been completed, and a 128-bed camp and water treatment plant are operational. Red Mountain is a high-grade gold deposit (M&I: 783,000 oz at 7.63 g/t Au) planned to feed the Premier mill via a new access road. The company is advancing infill drilling (27,000 m program in 2026) and an updated feasibility study expected Q4 2026. The Mt. Margaret copper-gold porphyry in Washington State is a large, historic-resource asset being spun out into a separate US-focused entity. All assets are currently under care and maintenance, with no revenue.