Canadian GoldCamps Announces Management/Board Changes, Private Placement and Letter of Intent to Acquire Two Québec Gold Projects
Press Release
VANCOUVER, British Columbia, Dec. 19, 2025 — Canadian GoldCamps Corp. (CSE: CAMP) (OTC: SMATF) (FSE: A68) (the “Company”) is pleased to announce management and board changes, a non-brokered private placement financing to raise up to $1 million and a binding letter of intent (the “LOI”) in respect of a proposed option agreement to acquire two gold exploration projects in Québec from Stelmine Canada Ltd. (TSXV: STH) (“Stelmine”).
MANAGEMENT AND BOARD CHANGES
The Company announces that Mr. George Yordanov, P.Geo., has been appointed President and Chief Executive Officer of the Company effective December 18, 2025, replacing Mr. Mike Taylor, who will continue to serve as a director of the Company.
Mr. Yordanov is a professional geologist and independent Qualified Person (as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects) with over 15 years of experience in mineral exploration and project management in Canada and internationally. He holds a Master’s degree in Economic Geology, specializing in structural geology, and has contributed to grassroots discoveries and advanced-stage exploration programs for companies including Osisko Mining, Dundee Precious Metals and Sumitomo Metal Mining.
The Company would like to thank Mr. Taylor for his service as President and Chief Executive Officer and looks forward to his continued contributions as a director.
The Company also announces the appointment of Mr. Robert Kitchen as a director and Chairman of the Board. Mr. Kitchen brings extensive experience in capital markets, corporate governance and strategic oversight of public companies. Since 2022, Mr. Kitchen has served as President and CEO of Wasayao Strategic Group, providing strategic advisory services to First Nations in mineral resources and energy, including community engagement, negotiations and equity participation. From 2008 to 2022, he was Economic Development Officer for the Cree Nation of Nemaska and has served as a director for multiple Cree companies and organizations, including the Cree community of Waswanipi.
Following these changes, the Company’s board of directors is comprised of: Robert Kitchen (Chairman), Mike Taylor, Maciej Lis and Jason Hawkins.
PRIVATE PLACEMENT
The Company announces that it intends to complete a non-brokered private placement in one or more tranches for aggregate gross proceeds of up to $1,000,000 through the issuance of up to 10,000,000 common shares of the Company at a price of $0.10 per share (the “Private Placement”). The Company expects to close an initial tranche of up to $100,000 in the near term, with the proceeds intended to be used to fund payments in connection with the proposed option agreement with Stelmine, including the initial $100,000 cash payment contemplated thereunder. The Company expects to close a second tranche of up to $900,000 thereafter, with the proceeds intended to be used for working capital and other expenditures related to the proposed option agreement and the Projects. Completion of the Private Placement remains subject to customary conditions, including the receipt of all required regulatory approvals.
The Company may pay finders’ fees in connection with the Private Placement to eligible arm’s length finders in accordance with CSE policies and applicable securities laws.
The Shares will be offered by way of private placement pursuant to exemptions from the prospectus requirements under Canadian securities laws. All securities issued in connection with the Private Placement will be subject to a hold period of four months and one day from the date of issuance under applicable Canadian securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction. No securities may be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an applicable exemption from such registration, or in any other jurisdiction in which such offer or sale would be unlawful.
ACQUISITION OF MERCATOR AND COURCY GOLD PROJECTS – STELMINE LETTER OF INTENT
The Company announces that it has entered into the LOI dated December 18, 2025 with Stelmine pursuant to which the parties have agreed on the principal terms of a proposed transaction under which the Company intends to negotiate and enter into a definitive option agreement (the “Option Agreement”) to acquire an interest in the Mercator and Courcy gold projects located in Québec, Canada (collectively, the “Projects”). The proposed transaction remains subject to, among other things, the negotiation and execution of definitive documentation and the receipt of all required corporate and regulatory approvals, and there can be no assurance that it will be completed as proposed or at all.
The Company and Stelmine are arm’s length parties, and no insiders of the Company have any direct or indirect interest in Stelmine or the Projects, other than as disclosed herein.
The Company may pay a finder’s fee in connection with the proposed transaction to an arm’s length third party, if applicable, in accordance with the policies of the CSE and applicable securities laws.
Option Structure and Earn-In
Pursuant to the LOI, the parties have agreed to negotiate the Option Agreement, which is expected to provide the Company with an exclusive option to earn up to an 80% interest in the Projects as follows:
- 10% interest upon execution of the Option Agreement; and
- an additional 70% interest upon completion of a preliminary economic assessment (“PEA”) or pre-feasibility study (“PFS”) in respect of either Project within six (6) years of execution of the Option Agreement, subject to extension for delays attributable to permitting, First Nations consultations or governmental approvals.
Considerations Payable to Stelmine
As consideration for the option and the Company’s initial 10% earned interest in the Projects, the Option Agreement is expected to provide that the Company will pay or issue to Stelmine the following:
- Cash Payment: $100,000, payable on or before December 31, 2025.
- Equity Consideration: Common shares representing 9.99% of the Company’s issued and outstanding common shares immediately following the closing of the first tranche of the Private Placement, to be issued at the closing of the Option Agreement. The shares will be subject to a 36-month escrow/lock-up, with 10% released after four (4) months and the balance released quarterly thereafter (subject to applicable regulatory requirements and exchange policies).
Milestone Payments:
- $5,000,000, payable within 30 days of receipt of all construction permits required to build either Project.
- $15,000,000, payable within 30 days of the commencement of commercial production on either Project.
Royalties: The projects are subject to the following net smelter return (“NSR”) royalties:
Mercator Project: a 2% NSR, of which 1% may be repurchased by the Company for $1,000,000.
Courcy Project: (i) a 1% NSR, of which 0.5% may be repurchased for $500,000; and (ii) an additional 1% NSR held by the St-Georges Family Trust (the “Trust”), which is non-redeemable.
Offer to Acquire Royalty Interest
During the 60-day exclusivity period, the Company is required to make a formal offer to the Trust to acquire 50% of the Trust’s NSR royalty on the Courcy Project.
The terms of the offer, including the form and amount of consideration, will be negotiated between the Company and the Trust. The Trust may accept or reject the offer in its sole discretion, and there is no obligation for the Trust to complete the transaction.
Technical Committee and Operatorship
A technical committee (the “Committee”) will be established comprising two geologists appointed by the Company and one geologist appointed by Stelmine. The Committee will oversee exploration programs, budgets and technical direction. The Company will act as operator of the Projects during the option period.
Claim Maintenance and Reversion
The Company will be responsible for maintaining all mineral claims in good standing, including completing required assessment work and/or making necessary payments. In the event of a default by the Company under the Option Agreement, if executed, that remains uncured following any applicable notice and cure period, the Company’s 10% earned interest will automatically revert to Stelmine.
A confidential annex to the LOI contains details regarding the claim list, renewal dates, work obligations, historical credits and third-party encumbrances.
Zone of Interest
The proposed Option Agreement includes a 30-kilometre zone of interest surrounding the Project claims. Any mineral interests acquired within this zone during the exclusivity period will be subject to the same terms and ownership structure as the Projects.
Stelmine Participation Right
Following completion of the earn-in, if achieved, Stelmine will have the right to contribute up to 20% of future exploration expenditures to maintain its proportional interest in the Projects.
Project Overview
The Mercator Project comprises a large, contiguous land package within a recognized Québec gold belt and exhibits geological, structural and geophysical characteristics consistent with district-scale orogenic gold systems.
The Courcy Project hosts a gold discovery highlighted by shallow, high-grade drill intercepts, visible gold and strong structural controls, with mineralization remaining open along strike and at depth.
The proposed Option Agreement, if executed, would provide the Company with exposure to two complementary gold assets while allowing exploration activities and capital deployment to be staged over time.
ON BEHALF OF THE BOARD OF DIRECTORS
George Yordanov
George Yordanov
President and CEO
Telephone: 604-687-2038
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