VANCOUVER, British Columbia, July 09, 2026 (GLOBE NEWSWIRE) — Fancamp Exploration Ltd. (“Fancamp” or the “Corporation”) (TSX Venture Exchange: FNC) is pleased to update shareholders on a series of key corporate developments that continue driving its strategy of unlocking shareholder value through the creation of two specialized entities: a royalty and strategic investment platform via Fancamp, soon to be renamed Erda Resource Opportunities Inc. (“Erda”), and a dedicated exploration company through Goldera Exploration Ltd. (“Goldera”).
The Corporation will convene its annual general and special meeting (“AGM”) on July 24, 2026, at 11:00 a.m. Eastern Time. Fancamp keeps progressing the previously disclosed spin-out of its exploration assets into Goldera, which stays on schedule to secure a TSX Venture Exchange listing by the end of July 2026, pending required regulatory and exchange approvals.
To support the proposed spin-out, Goldera is finalizing a financing that has drawn participation from several prominent Fancamp shareholders, including Rick Rule and Ashwath Mehra. Exploration work has now started at both the Egan Gold Project in Ontario and the Acadian Gold Joint Venture in New Brunswick, positioning Goldera with an active portfolio and multiple exploration catalysts as it enters the public markets.
Management believes the proposed separation will create two separate yet complementary investment opportunities, improving the visibility of underlying asset value while giving shareholders exposure to both near-term exploration success and an expanding portfolio of royalties, investments, and cash-flow opportunities.
Fancamp is also pleased to announce that the Corporation and its wholly-owned subsidiary Goldera have entered into a settlement agreement (the “Settlement Agreement”) with Lode Gold Resources Inc. (“Lode Gold”), Gold Orogen Resources Corp. (“Gold Orogen”) and Gold Orogen Exploration Corp. (“Gold Orogen SubCo”), a wholly-owned subsidiary of Gold Orogen.
This Settlement Agreement resolves the litigation initiated by Fancamp through a notice of civil claim filed in the Supreme Court of British Columbia on February 4, 2026, concerning obligations under the August 26, 2024 Investment Agreement governing the advancement of the McIntyre Brook and Riley Brook gold properties in New Brunswick via Acadian Gold Corp. ("Acadian"). The settlement enhances Goldera's ownership position in Acadian while ensuring meaningful technical participation in the advancement of the Yukon exploration assets.
Under the terms of the Settlement Agreement, among other matters agreed between the parties, subject to receipt of TSX Venture Exchange (the “TSX-V”) approval, as applicable, the parties have agreed as follows:
- Fancamp, or at Fancamp’s election, Goldera, shall acquire from Gold Orogen a total of 2,500,000 units of Gold Orogen (“Units”) at $0.08 per Unit for an aggregate subscription amount of $200,000 (the “Fancamp Subscription”). Each Unit will consist of one (1) common share of Gold Orogen (each, a “Gold Orogen Share”) and one (1) common share purchase warrant of Gold Orogen (each, a “Gold Orogen Warrant”), with each Gold Orogen Warrant exercisable for one (1) Gold Orogen Share at an exercise price of $0.10 per share for 36 months from the issuance date.
- Gold Orogen SubCo shall assign and transfer to Goldera, as directed by Fancamp, a number of common shares of Acadian (the “Acadian Shares”) equal to 15% of the issued and outstanding Acadian Shares on the date Fancamp or Goldera, as applicable, completes the Fancamp Subscription (the “Acadian Share Transfer”), subject to an outside date of August 15, 2026, after which, if the Fancamp Subscription remains incomplete, provided Fancamp / Goldera has deposited the full $200,000 representing the Fancamp Subscription with Gold Orogen, the Acadian Share Transfer shall be finalized. The Acadian Share Transfer will result in Goldera (when combined with the Acadian Shares held by Fancamp to be transferred by Fancamp to Goldera under the conveyance agreement between the parties) beneficially owning 65% of the issued and outstanding Acadian Shares.
- Lode Gold and Gold Orogen shall jointly pay Fancamp, or as directed by Fancamp, $93,261 in cash (the “Settlement Payment”) on or before October 31, 2026 (the “Settlement Payment Deadline”). Should Lode Gold or Gold Orogen, as applicable, fail to pay the Settlement Payment to Fancamp by the Payment Deadline, Gold Orogen shall cause Gold Orogen SubCo to assign and transfer to Goldera, as directed by Fancamp, a number of Acadian Shares equal to 5% of the issued and outstanding Acadian Shares immediately following the payment deadline.
- Gold Orogen will establish a Technical Advisory Committee for the Yukon Properties, with two committee members nominated by Fancamp / Goldera. The committee will review and seek consensus on exploration programs and expenditures, participate in budget recommendations, and receive regular technical reporting.
- The parties have agreed to mutually release and discharge each other and their respective successors, assigns, affiliates, officers, directors, employees and agents from any and all actions, claims or losses relating to or arising out of the Investment Agreement and the Claim.
The Settlement Agreement is subject to TSX-V approval, as applicable.
Deferred Share Unit Grant
The Corporation also announces that it has granted a total of 1,500,000 deferred share units (“DSUs”) to one director of the Corporation under the Corporation’s Omnibus Equity Incentive Compensation Plan (the “Plan”).
Each DSU entitles the recipient to receive one (1) common share of the Corporation upon settlement of the DSU. The DSUs awarded will fully vest on the first anniversary of the grant date, being July 6, 2027, and will settle upon the DSU holder's termination of service with the Corporation.
For additional information regarding the Plan, readers are encouraged to consult the management information circular (the "Circular") prepared for the Corporation’s annual general and special meeting of shareholders to be held on July 24, 2026, which contains a summary of the material terms of the Plan. The Circular is available under the Corporation’s profile on SEDAR+ (www.sedarplus.ca).
About Fancamp Exploration Ltd. (TSX-V: FNC)
Fancamp is a Canadian mineral exploration company dedicated to creating value through medium-term growth and monetization opportunities with strategic interests in high-potential mineral projects, a royalty portfolio, and exploration properties. The Corporation is focused on an advanced asset play poised for growth and selective monetization with a portfolio of mineral claims across Ontario, Québec and New Brunswick, Canada; including copper, gold, zinc, titanium, chromium, strategic rare-earth metals and others. The Corporation has future monetization opportunities from its Koper Lake transaction in the highly sought-after Ring of Fire in Northern Ontario. Fancamp holds 96% interests in The Magpie Mines Inc., which owns the Magpie property, one of the world’s largest undeveloped hard rock titanium (+V) deposits, per USGS data. Fancamp has investments in an existing iron ore operation in the Quebec-Labrador Trough, a rare earth elements company, NeoTerrex Minerals Inc., a copper–gold exploration company, PTX Metals Inc., in addition to an investment in a near-term cash-flow-generating zinc mine, EDM Resources Inc. in Nova Scotia. The Corporation recently entered into an option agreement with Harfang Exploration Inc. for the advancement of the Egan property, an exceptional gold asset in Ontario’s Abitibi greenstone belt. Fancamp is developing an energy reduction and titanium waste recycling technology with its advanced titanium extraction strategy. The Corporation has newly incorporated a subsidiary, Goldera Exploration Ltd., as part of a strategic reorganization of the Corporation’s assets, under which it intends to spin out its interests in core exploration projects into Goldera, creating two distinct value-creating entities for its shareholders (refer to press releases dated December 1, 2025, and February 10, 2026).
Further information on the Company can be found at: www.fancamp.ca
