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Canadian Goldcamps Corp (2)
Symbol CAMP
Shares Issued 24,520,605
Close 2026-08-14 C$ 0.13
Market Cap C$ 3,187,679
Recent Sedar+ Documents

Cdn Goldcamps enters definitive Stealthwall W. option

2026-08-18 17:59 ET - News Release

Mr. George Yordanov reports

CANADIAN GOLDCAMPS ENTERS INTO AGREEMENT TO ACQUIRE STEALTHWALL WEST GOLD PROJECT IN NORTHEASTERN QUEBEC

Canadian Goldcamps Corp. has entered into a definitive property acquisition and option agreement dated Aug. 17, 2026, with the arm's-length vendors of the Stealthwall West project. Pursuant to the agreement, the company proposes to acquire an initial 85-per-cent undivided interest in the Stealthwall West project, located in the Caniapiscau district of northeastern Quebec.

The project comprises 50 contiguous mining claims, CDC 2865583 through CDC 2865632, on NTS map sheet 23C10 in the unorganized territory of Riviere-Mouchalagane, MRC de Caniapiscau, Cote-Nord, Quebec. The claims cover an aggregate area of approximately 2,612.5 hectares.

Transaction terms

Under the agreement and subject to the conditions described below, the company will acquire an initial 85-per-cent undivided interest in the project in consideration for the issuance of 3.6 million common shares of the company at a deemed price of 10 cents per share, representing aggregate deemed share consideration of $360,000.

The vendors will also be entitled to aggregate deferred consideration of $75,000. The company may satisfy the deferred consideration in cash at any time on or before six months after closing. If the amount has not been paid in cash, the company has not abandoned the project in accordance with the agreement, and the company continues to hold its interest on the first anniversary of closing, the deferred consideration will be satisfied through the issuance of common shares having an aggregate deemed value of $75,000 at the lowest issue price then permitted by the Canadian Securities Exchange, using the maximum discount then permitted, subject to CSE acceptance, applicable securities laws and resale restrictions.

Accordingly, the aggregate deemed consideration attributable to the initial 85-per-cent acquisition is $435,000, consisting of $360,000 in common shares and $75,000 of deferred consideration.

Pathway to 100-per-cent ownership

Following closing of the initial acquisition, the remaining 15-per-cent undivided interest will be held by three arm's-length parties, each holding a 5-per-cent interest.

The agreement contemplates that the company may acquire the remaining 15-per-cent interest for aggregate consideration of $400,000, consisting of $75,000 in cash and common shares of the company having an aggregate deemed value of $325,000. The shares issuable in connection with the acquisition would be issued at the lowest price then permitted by the CSE, using the maximum discount then permitted, subject to CSE acceptance, applicable securities laws and resale restrictions. Closing of the acquisition of the remaining 15-per-cent interest will occur within 10 business days after the company provides notice of its election to acquire that interest and the applicable regulatory conditions are satisfied.

At closing of the initial acquisition, the project will also become subject to separate 1.0-per-cent net smelter return royalties in favour of two arm's-length parties. Those royalties are independent of the residual interests and will continue if the company subsequently acquires the remaining 15-per-cent interest. Accordingly, any 100-per-cent ownership of the project by the company will remain subject to an aggregate 2.0-per-cent net smelter return royalty.

If the company has not previously acquired the remaining 15-per-cent interest, contribution rights applicable to the residual holders will arise only after both: (i) the first renewal of the claims following closing; and (ii) incurring at least $2-million in cumulative qualifying expenditures on the project. At that stage, each residual holder may elect either to finance 5 per cent of future approved project programs and claim maintenance costs and retain its 5-per-cent interest, or to transfer its 5-per-cent interest to the company in exchange for one-third of the aggregate consideration of $200,000 in company shares and $50,000 in cash. Any conversion by a residual holder will not affect the aggregate 2.0-per-cent net smelter return royalty applicable to the project, which will continue in accordance with its terms.

Stealthwall West project

Stealthwall West is being established and advanced by Canadian Goldcamps as a stand-alone exploration project with its own exploration budget, technical database and work program. Publicly available historical geological information for the broader area indicates the presence of Archean volcanosedimentary rocks, including amphibolite and iron-rich units, together with significant deformation, sulphide-bearing horizons and quartz veining. The company considers these geological and structural features to provide a basis for systematic early-stage exploration of the project. This historical information has not yet been independently verified by the company.

A surface exploration program is currently being organized for the project. Based on the scope currently contemplated and available cost estimates, the program has an indicative planning budget of approximately $120,000. This amount is a planning estimate only, and is not a representation of expenditures already incurred or a minimum expenditure commitment. Actual expenditures may vary materially depending on access, field conditions, logistics, technical requirements, sampling density and follow-up work generated by the program.

The current program is expected to include geological reconnaissance, prospecting, outcrop mapping, structural measurements and georeferenced rock sampling. Samples collected during the program are expected to be submitted to an independent commercial laboratory for analysis. The company intends to integrate the results of the current program with available historical geological information to refine exploration targets on the project.

Closing and regulatory conditions

Completion of the transaction remains subject to customary closing conditions, including satisfactory legal, technical and title due diligence, approval of the transaction by the company's board of directors, acceptance by the CSE, receipt of any approvals required under applicable securities laws or CSE policies, verification that the 50 claims are active, in good standing and transferable, delivery of required transfer documentation, and completion of applicable securities law questionnaires and other regulatory documentation.

The agreement expressly contemplates regulatory review of the transaction, including the deemed issue price, share issuances, valuation support and disclosure. If the CSE or another applicable regulatory authority requires modifications as a condition of acceptance, the parties have agreed to co-operate in good faith to preserve, to the maximum extent lawfully possible, the agreed economic value and commercial intent of the transaction.

All securities issued pursuant to the agreement will be subject to applicable statutory resale restrictions and any additional restrictions imposed by the CSE. The company anticipates completing the transaction on or about Aug. 25, 2026, being five trading days following dissemination of this release, subject to satisfaction or waiver of the applicable closing conditions, including CSE acceptance. There can be no assurance that the transaction will be completed on the terms described in this release or at all.

Qualified person

The scientific and technical information contained in this news release has been reviewed and approved by George Yordanov, PGeo, MSc, a qualified person as defined under National Instrument 43-101 (Standards of Disclosure for Mineral Projects). Mr. Yordanov is the president and chief executive officer of the company.

About Canadian Goldcamps Corp.

Canadian Goldcamps is a Vancouver-based mineral exploration company focused on the discovery and advancement of gold and critical metal projects in Quebec. The company's flagship asset is the Mercator gold project, comprising 574 mineral claims covering approximately 291.3 square kilometres in the Caniapiscau district of northeastern Quebec, optioned from Stelmine Canada Ltee. Mercator hosts a confirmed, stratiform high-grade gold system within granulite-facies silicate-sulphide banded iron formations along a 1.7-kilometre confirmed mineralized corridor, situated within a prospective iron formation trend extending more than eight km across the property. The company is listed on the Canadian Securities Exchange under the symbol CAMP.

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