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 as 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 Goldera 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 Goldera 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 Goldera Share at the Effective Time; and (ii) one (1) stock option of Goldera (each, a "Goldera Option") exercisable to acquire 1/7th of a Goldera 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 Goldera 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 Goldera 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 approximately 19.9% of the issued and outstanding Goldera 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 Goldera 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 Goldera (each, a "Non-FT Unit"), each Non-FT Unit consisting of one (1) Goldera Share and one (1) common share purchase warrant of Goldera (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) Goldera 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 Goldera Shares on the TSX-V is equal to or above a price of $0.50 per Goldera 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 Goldera 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, the new exploration entity, Goldera, will hold all of Fancamp's previously held core exploration assets, option agreements 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 ...
