SMATF - Canadian GoldCamps Enters into Definitive Agreement to Acquire 70% interest in Murphy Lake Property located in the Athabasca Basin Saskatchewan | Benzinga
VANCOUVER, British Columbia and TORONTO, June 03, 2024 (GLOBE NEWSWIRE) -- Canadian GoldCamps Corp. ("Canadian GoldCamps", or the "Company") (CSE:CAMP) (FSE: A68) (OTC:SMATF) announces that further to the news release dated February 26, 2024, it has entered into a definitive agreement dated May 29, 2024 (the "Agreement") with F3 Uranium Corp's wholly-owned subsidiary, F4 Uranium Corp. ("F4") to earn up to a 70% interest in and to F4's Murphy Lake Property (the "Property") in the Athabasca Basin, Saskatchewan (the "Transaction"). The Property is located in the north-eastern corner of the Athabasca Basin, 30 km north-west of Orano's McLean Lake deposits, 5 km south of IsoEnergy's Hurricane Uranium Deposit and covers approximately 6.1 square kilometers of land.
If completed, the Transaction will constitute a "fundamental change" of Canadian GoldCamps pursuant to the policies of the Canadian Securities Exchange (the "CSE"). As a result, the Transaction requires approval of the majority of the shareholders of the Company. Upon completion of the Transaction, Canadian GoldCamps intends to be listed on the CSE as a mining issuer and will principally focus on the exploration and development of the Property. The resulting issuer that will exist upon completion of the Transaction (the "Resulting Issuer") will continue to operate under a name to be determined by the Company.
The Transaction is an arm's length transaction. Upon closing of the Transaction (the "Closing") and the Financings (as defined below), it is expected that current shareholders of Canadian GoldCamps will hold approximately 90.1% of the common shares of the Resulting Issuer, F4 will hold approximately 9.9% of the common shares of the Resulting Issuer and new shareholders as a result of the Financings will hold approximately 62% of the common shares of the Resulting Issuer.
Under the rules of the CSE, the Company's shares will remain halted until closing of the Transaction.
Terms of the Transaction
To earn an initial 50% in and to the Property (the "Initial Option"), Canadian GoldCamps made a non-refundable cash payment of $100,000 to F4 pursuant to the letter of intent dated February 13, 2024. In consideration for entering into the Agreement, Canadian GoldCamps shall make a further non-refundable cash payment of $200,000 to F4 on July 26 2024 the date for which the Company obtains shareholder approval (the "Initial Payment Date") of the transaction. In order to maintain the Initial Option in good standing, the Company shall make additional and non-refundable cash payments to F4 in the aggregate of $600,000 according to the following schedule:
| (a) |
| $150,000 on or before the date that is six (6) months after the Initial Payment Date; |
| (b) |
| $150,000 on or before the date that is twelve (12) months after the Initial Payment Date; |
| (c) |
| $150,000 on or before the date that is eighteen (18) months after the Initial Payment Date; and |
| (d) |
| $150,000 on or before the date that is twenty-four (24) months after the Initial Payment Date. |
To maintain the Initial Option in good standing, Canadian GoldCamps shall incur the following aggregate expenditures totaling $10,000,000 according to the following schedule:
| (a) |
| total cumulative expenditures of $5,000,000 on or before the date that is twelve (12) months after the Initial Payment Date; and |
| (b) |
| additional expenditures of $5,000,000 on or before the date that is twenty-four (24) months after the Initial Payment Date. |
All expenditures required to be made by the Company may be made on a "make or pay" basis (i.e. Canadian GoldCamps may either make the required expenditures or pay F4 in cash for any shortfall, such cash payment to be made within 30 days of the end of the period for which such expenditures are required to be made pursuant to the Agreement) in order to maintain the Initial Option in good standing, but none of the expenditures are firm commitments. Expenditures incurred in any one-year period in excess of the minimum amounts can be carried over to the next year. All subsequent eligible expenditures will be applied as assessment credits toward the Property with applicable governmental authorities.
In order to maintain the Initial Option ...