Cambria Gold Mines Inc. press release

Cambria Gold Mines and ECC Ventures 4 Corp. Announce Proposed Spin-Out Transaction of Cambria's Mt. Margaret Copper-Gold Deposit into ECC Ventures 4 Corp. and up to US$100 Million Financing to Create New U.S.-Focused Company

2026-07-07

TSXV - TSX Venture Exchange · Canada · Spin-out / Demerger

Vancouver, British Columbia--(Newsfile Corp. - July 7, 2026) - Cambria Gold Mines Inc.(TSXV: CAMB) (OTCQX: CAMVF)("Cambria" or the "Company") and ECC Ventures 4 Corp. (TSXV: ECCF.P) ("ECC4"), a capital pool company incorporated under the laws of British Columbia and listed on the TSX Venture Exchange ("TSXV"), are pleased to announce that they have entered into a binding term sheet effective July 6, 2026 (the "Term Sheet"), whereby Cambria and ECC4 have set forth the anticipated terms upon which the Company will spin-out all of its rights to and interests in the Mt. Margaret copper and gold porphyry deposit (the "Mt. Margaret Project") in a transaction with ECC4 as described below (the "Transaction"). The Transaction is expected to result in a reverse takeover of ECC4 by the business associated with the Mt. Margaret Project, and is intended to constitute the "Qualifying Transaction" of ECC4 pursuant to TSXV Policy 2.4 - Capital Pool Companies.

The Mt. Margaret deposit is a calc-alkaline porphyry deposit hosting high-grade copper, gold, and molybdenum mineralization located approximately 22 km southwest of Randle, Washington State. The Mt. Margaret Project is primarily located on patented federal mineral claims that are held by Cambria in partnership with the United States Federal Government Bureau of Land Management ("BLM") and located on Forest Service land. Through its US entity, Ascot USA Inc. ("Ascot US"), Cambria controls 50% mineral rights of select patented claims centered over the deposit with the BLM holding the remaining 50%, as well as other patents in the area. Cambria also controls 100% interest in 184 lode claims surrounding the property. The Company has been advancing discussions with various US Federal Government Departments, including the BLM, regarding future direction for the deposit.

About Mt. Margaret

This porphyry system was discovered and actively explored by Duval Corporation ("Duval") from 1971-1980, completing a total of 20,729m over 105 diamond drill holes (Taylor, 1980)1. In 2010, Cambria's predecessor, Ascot Resources Ltd., completed 4,880m of infill diamond drilling over 10 holes, which confirmed and expanded the mineralized zones defined by Duval's drilling (See Cambria's News Releases dated October 13, November 3, November 23, and December 1, 2010 and January 12, 2011).

A historical mineral resource was completed by Duval for the Mt. Margaret deposit, totaling 577Mt grading 0.36% Cu, 0.24 g/t Au, 0.011% Mo, and 1.58 g/t Ag (Taylor, 1980)1. This historic estimate predates the implementation of National Instrument 43-101 - _Standards of Disclosure for Mineral Projects _("NI-43-101") guidelines and is not compliant with currently accepted reserve and resource classifications as set forth by the Canadian Institute of Mining and Metallurgy, August 20, 2000 (CIM Guidelines) or the United States Securities and Exchange Commission's Regulation Subpart 1300 of Regulation S-K ("S-K 1300"). Furthermore, uncertainty regarding cut off grade, metal prices, modelling methodology, or other parameters and assumptions used in the Duval work could impact the reliability of the historic estimation. A qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves and the Company is not treating the historical estimate as current mineral resources or mineral reserves. Further work including quality assurance / quality control procedures, geological modelling, and assay certificate and collar validation by a Qualified Person would be required to produce a NI-43-101 or an S-K 1300 compliant resource. There are no guarantees that this additional work would confirm the historical resource estimate defined by Duval.

The Transaction will provide Cambria shareholders with an ownership stake in two separate public companies and is expected to increase shareholder value by allowing capital markets to ascribe value to the Mt. Margaret Project independently of Cambria's British Columbia assets. Cambria will continue to focus on the advancement of the Premier Gold mine and Red Mountain Gold Project in northwestern British Columbia, while the separate publicly listed company (Freedom Copper as defined below) will focus on advancing the Mt. Margaret Project. The Transaction will provide Cambria shareholders more flexibility as to their specific investment strategy and risk profile. Cambria also believes that having a separately funded U.S.-focused business will allow for focused acceleration of development of the Mt. Margaret Project. ECC4's board of directors has approved the entering into of the Term Sheet and continuing to advance the Transaction as its proposed Qualifying Transaction.

"With over one square kilometer of copper-gold-silver-molybdenum mineralization at surface, that is open for expansion in most directions and at depth below 500 meters, the Mt. Margaret deposit represents a unique opportunity for a potential US domestic source of critical minerals,_"_said Robert McLeod, CEO of Cambria Gold Mines. "We are assembling a strong, experienced and diverse management team and board of directors and are capitalizing Freedom Copper Corp. to responsibly advance this deposit while allowing Cambria's team to continue focusing on advancing our gold deposits in the Golden Triangle."

As set forth in the Term Sheet, it is contemplated that Cambria will transfer all of the common shares of its wholly-owned subsidiary, Ascot US (which currently holds Cambria's interest in the Mt. Margaret Project), to a newly incorporated wholly-owned British Columbia subsidiary of Cambria ("Cambria Subco"). The completion of the Transaction remains subject to Cambria, Cambria Subco and ECC4 entering into an arrangement agreement (the "Arrangement Agreement") setting forth the definitive terms of the Transaction, which is anticipated to proceed by way of a statutory plan of arrangement in accordance with the provisions of the _Business Corporations Act_(British Columbia) (the "Arrangement"). The Arrangement will require approval by way of a special resolution (66.67%) of the Cambria shareholders at a special shareholders' meeting expected to be held in Q3 2026 (the "Meeting"). The Arrangement is anticipated to include the following steps, among others:

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The common shares of ECC4 will be consolidated (the "Consolidation") on a ratio of eight and one-half (8.5) pre-Consolidation shares to one (1) post-Consolidation share (8.5:1) resulting in 754,706 post-Consolidation shares issued and outstanding;

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ECC4's name will be changed to "Freedom Copper Corp." ("Freedom Copper");

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ECC4 will acquire all of the shares of Cambria Subco from Cambria in exchange for 17,849,044 common shares of ECC4 (representing approximately 62.4% of the pre-distribution shares of Freedom Copper post-Transaction Financing (as defined below)) (the "Freedom Consideration Shares");

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Subscription Receipts (as defined below) issued pursuant to the Transaction Financing will convert into securities of Freedom Copper; and

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Cambria will complete a capital reorganization that will result in the distribution of 3,575,773 Freedom Consideration Shares (approximately 20% of the Freedom Consideration Shares) to its existing Cambria shareholders as an expected tax-free return of capital.

The 20% of the Freedom Consideration Shares that will be distributed to the Company's shareholders, other than dissenting shareholders, in proportion to their respective holdings of common shares of the Company on the share distribution record date (the "Share Distribution Record Date"), which will be determined by the Company's Board of Directors and announced by a news release in advance.

Holders of Cambria options and warrants, who exercise their options and/or warrants before the Share Distribution Record Date, will also be entitled to participate in the distribution of the Freedom Consideration Shares. Holders of Cambria options and warrants who do not exercise their options and/or warrants before the Share Distribution Record Date will NOT be entitled to participate in the distribution of the Freedom Consideration Shares and will NOT receive any consideration pursuant to the Arrangement.No fractional Freedom Consideration Shares will be distributed under the Arrangement. Any fractions of Freedom Consideration Shares resulting from the Arrangement will be rounded down to the nearest whole number without any compensation in lieu of such fraction.

Completion of the Transaction is subject to a number of conditions, including but not limited to the following:

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the entering into of the Arrangement Agreement;

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the required approval by the shareholders of Cambria at the Meeting;

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the approval of the shareholders of ECC4;

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the approval of the Arrangement by the Supreme Court of British Columbia (the "Court");

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the acceptance of the Transaction by the TSXV;

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the conditional approval for the listing of the common shares of Freedom Copper on the TSXV;

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best efforts by Cambria and ECC4 to complete the Transaction Financing; and

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release of all security registered by Nebari Gold Fund 1, LP, Nebari Natural Resources Credit Fund II, LP and Nebari Collateral Agent LLC (collectively, "Nebari") against all of Cambria's assets in exchange for cash repayment of the existing debt facilities between Nebari and Cambria and subject to TSXV approval, issuance of 12,124,604 new Cambria warrants with an exercise price of C$1.00 per share expiring one year from issuance, 6,062,303 new Cambria warrants with an exercise price of C$2.00 per share expiring one year from issuance and 500,000 warrants of Freedom Copper with an exercise price of US$10.00 per share expiring five (5) years from issuance. All of Nebari's existing warrants in Cambria will remain outstanding on their current respective terms.

The definitive structure and terms and conditions of the Transaction and Arrangement remain subject to finalization in accordance with and upon execution of the Arrangement Agreement. The Transaction cannot be completed until all of the conditions to be included in the Arrangement Agreement are met. There can be no assurance that the Transaction will be completed as proposed or at all. Upon execution of the Arrangement Agreement, a further news release setting forth the definitive terms of the Arrangement and a copy of the Arrangement Agreement will be filed and posted on SEDAR+ at www.sedarplus.caunder the Company's profile.

Additional details regarding the Transaction will be included in the management information circular of the Company (the "Circular"), which will be mailed to the shareholders of Cambria prior to the Meeting.

Following the Transaction, Freedom Copper will operate as a reporting issuer in Alberta and British Columbia and will comply with its continuous disclosure obligations under applicable Canadian securities laws. The parties to the Transaction are at arm's length and no non-arm's length party of ECC4 has any interest in Cambria, the Mt. Margaret Project, Cambria Subco or in any beneficial owner of any of the foregoing. None of ECC4's non-arm's length parties are insiders of Cambria or Cambria Subco. Currently, there is no existing relationship between non-arms' length parties of ECC4 and Cambria; however at closing or shortly thereafter, it is anticipated that certain insiders of Cambria may be transferred common shares of Freedom Copper. Details of such transfer, if and when determined, will be disclosed in a subsequent press release and in the Circular.

If completed, the Transaction will constitute ECC4's "Qualifying Transaction", as such term is defined in Policy 2.4 of the TSXV. The Transaction is not a Non-Arm's Length Qualifying Transaction (as such term is defined in the policies of the TSXV). Other than the fees disclosed in connection with the Transaction Financing and US$2 million fee to Fiore Management and Advisory Corp., there are no other finder's fees or commissions payable in connection with the Transaction itself. There has been no deposit, advance, or loan made nor will one be made between the parties to fund operations or secure the Transaction prior to closing.

Upon completion of the Transaction, it is intended that Freedom Copper will be managed by Ryan Weymark as the Interim Chief Executive Officer, Christopher Park as the Interim Chief Financial Officer, Cleveland Rueckert, as Senior Vice-President, David Thomas as Chief Project Officer, Asa East as Vice President, Exploration and Orla Abrahams as Community Relations Coordinator. Please see Cambria's News Releases dated May 20, June 3 and June 23, 2026 for biographies of management.

Freedom Copper's board of directors will consist of a minimum of eight (8) directors - Alex Morrison (Chair), Joe Driscoll, Kim Colloton, Ivy Estabrooke, Ryan Weymark, Rob McLeod, Steve Gottesfeld and Nathalie Sajous - the board has been thoughtfully composed to provide the required skills and experience to effectively guide and oversee Freedom Copper's advancement of the Mt. Margaret Project. Changes and additions to the management team and board will be made as needed as the Mt. Margaret Project progresses.

Alex Morrison, Chair

Alex Morrison is a professional director and experienced mining executive with 40 years of experience in the mining industry. He has vast multidisciplinary experience in senior strategic roles in finance, accounting, information technology, supply chain and operations support at major mining and royalty companies including Newmont Mining, Homestake Mining, Phelps Dodge, Franco-Nevada and Stillwater Mining. He has held diverse corporate director, chairman and lead director roles for a broad list of mining companies including Detour Gold, Taseko Mines, Gold Standard Ventures, Gold Resource Corporation, Energy Fuels and Dakota Gold. He is currently a director of Cambria Gold Mines, Nations Royalty, Deterra Royalties, and Selkirk Copper Mines. He began his career at PricewaterhouseCoopers where he obtained his CPA CA and holds a BA (Business Administration) from Trinity Western University. He is a US Citizen and resides in Arizona.

Robert McLeod, Director

Rob is an accomplished geologist, executive and third-generation miner from Stewart, BC and CEO of Cambria Gold Mines. He has extensive experience in gold projects throughout North America including multiple discoveries and Company sales. He was previously CEO of IDM Mining, who advanced the Red Mountain Project through resource expansion, feasibility and receipt of EA and EIS approvals and was acquired by Ascot in 2019. Rob is a partner in the Fiore Group and co-founder with the Nisga'a Nation of Nations Royalty Corp, with Selkirk First Nation of Selkirk Copper Mines and West Red Lake Gold Mines. He is a Director of Nations Royalty, Selkirk Copper Mines and Nexgold Mining, Rob is an advisor to several additional junior Companies and is Director of the Britannia Mine Museum. He has a B.Sc. in Geology from the University of British Columbia and Masters in Mineral Exploration from Queens University.

Ryan Weymark, Director and Interim CEO

Ryan Weymark is a mining executive and Professional Engineer with over 15 years of experience spanning project development, technical advisory, permitting, M&A, and operations across the mining sector. He is the President and Co-Founder of Fuse Advisors Inc., a growing consultancy of 50+ professionals that was recently acquired by SLR Consulting. He is also EVP and Director of Cambria Gold Mines and Director of Selkirk Copper Mines. Ryan is a Partner of the Fiore Group, contributing to the creation and advancement of new mining ventures and is an advisor to West Red Lake Gold Mines, Nations Royalty, Seva Mining and Crossroads Gold.

Ryan is the former Vice President, Technical Evaluations and consultant to NexGen Energy, where he led strategic technical initiatives for the Rook I Project. Prior to NexGen, Ryan was an executive for several junior mining developers in the Golden Triangle of British Columbia. Prior to that, Ryan held technical and management roles with Teck Resources, Ledcor and SNC-Lavalin working in operations, engineering and construction projects. Ryan holds a B.A.Sc. in Mining and Mineral Process Engineering from the University of British Columbia and is a licensed Professional Engineer (P.Eng.).

Major General (Retired) Kim Colloton, Director

Major General (Retired) Kim Colloton, a senior executive leader with over 30 years of distinguished service in the United States Army, has consistently delivered strategic and enterprise-wide impact across complex global organizations and high-stakes missions. Most recently, she served as the Deputy Chief of Engineers and Deputy Commanding General for the U.S. Army Corps of Engineers (USACE) in Washington, D.C. In this role, she provided strategic leadership and oversight for a $90-billion global portfolio and a workforce of 38,000 civilian and military professionals. She drove performance and accountability across resource management, contracting, engineering and construction, human capital, and network modernization, ensuring the effective and efficient delivery of critical capabilities.

Prior to her current role, Major General Colloton served as the Deputy Commanding General for Military and International Programs. In this capacity, she led the worldwide execution of U.S. military design and construction, real estate, environmental services, and foreign military sales programs that supported key partners and allies. She also advanced interagency engineering solutions for organizations such as the Department of Homeland Security and the Department of Veterans Affairs, thereby strengthening mission readiness across government.

Kim's leadership experience spans multiple command positions, with her most prominent role being the Commanding General of the United States Army Corps of Engineers' Transatlantic Division. In this capacity, she directed intricate expeditionary engineering operations to support the Department of Defense, U.S. Central Command, and U.S. Special Operations Command across the Middle East and Central Asia. Her operational experience also includes multiple extended deployments to Afghanistan and Iraq, where she led teams in dynamic and high-risk environments.

Additionally, Kim commanded the United States Army Corps of Engineers' South Pacific Division, overseeing a ten-state region encompassing the Western and Southwestern United States. She collaborated closely with state and federal leaders to deliver mission-critical military construction, significant civil works initiatives such as coastal storm damage mitigation and flood risk reduction, water resource planning, environmental programs, and regional emergency preparedness and disaster response operations. Kim has also held key staff positions, including Chief of the Mission Assurance & Protection Division on the Joint Staff in Washington, D.C.

Kim holds a Bachelor of Architecture and Building Science from Rensselaer Polytechnic Institute, a Master of Science in Civil Engineering from Stanford University, and a Master of Science in National Resource Strategy with a concentration in strategic materials from the National Defense University's Eisenhower School. She also completed a fellowship at the RAND Corporation's Arroyo Center. Currently, she serves as a Non-Executive Director for Bayan Mining and Minerals Limited, an Australian Stock Exchange-listed company, and as a Corporate Advisory Board Member for Strategic Solutions Unlimited, located in Fayetteville, North Carolina.

Nathalie Sajous, Director

Nathalie A. Sajous is a public company director and technology executive with more than 25 years of experience building strategic partnerships, scaling commercial businesses, and helping organizations navigate periods of technological and industry transformation. Throughout her career, she has worked at the intersection of technology, business strategy, and ecosystem development, partnering with executive teams to identify emerging opportunities, accelerate growth, and execute through changing market dynamics.