Empress Royalty Corp. press release

Fancamp Announces Entering Into Arrangement Agreement for Spin-Out of Mineral Exploration Assets and Investment Issuer Application

2026-05-29

TSXV - TSX Venture Exchange · Gold · Silver · Copper · Lead · Zinc · Canada · Spin-out / Demerger

VANCOUVER, British Columbia, May 29, 2026 (GLOBE NEWSWIRE) -- Fancamp Exploration Ltd. (“Fancamp” or the “Corporation”) (TSX Venture Exchange: FNC) is pleased to announce that, further to the Corporation’s news releases dated December 1, 2025 and March 30, 2026, Fancamp has entered into an arrangement agreement (the “Arrangement Agreement”) with Goldera Exploration Ltd. (“Goldera”), a wholly-owned subsidiary of the Corporation, under which the parties intend to complete a spin out transaction (the “Spin Out”) of all of Fancamp’s core Exploration Assets (as defined below) pursuant to which the existing shareholders of Fancamp (“Shareholders”) will receive 1/7th of a common share of Goldera (each, a “Goldera Share”) for every common share of Fancamp (each, a “Fancamp Share”) held. The Spin Out will be effected by way of plan of arrangement (the “Arrangement”) under the _Business Corporations Act_(British Columbia) (the “BCBCA”).

Concurrently with the Spin Out, Fancamp is seeking approval from the TSX Venture Exchange (the “TSX-V”) for a change of business from a Tier 2 Mining Issuer to a Tier 2 Investment Issuer under TSX-V Policy 5.2 – _Changes of Business and Reverse Takeovers_(the “Change of Business”).

Spin Out and Change of Business Benefits

The Spin Out of the Exploration Assets, combined with the Change of Business, is being undertaken to unlock value, enhance focus and market recognition as well as provide Shareholders with ownership across two distinct growth platforms. The Corporation believes that the Spin Out and the Change of Business will provide several substantial benefits to the shareholders of both Fancamp and Goldera, including the following:

The Spin Out and the Change of Business are expected to result in two separate, focused and well-capitalized entities, one with a proven track record of identifying overlooked and undervalued investment opportunities in the mineral resource sector, and the other will be an exploration focused firm with strategic interests in high potential mineral projects. The Spin Out and the Change of Business are expected to allow Fancamp to focus on growth, monetization and expansion of its investment portfolio, while allowing Goldera to act as a discovery-driven mineral exploration company with a focus on delivering exploration success and asset-level value creation. The Spin Out and Change of Business are expected to maximize Shareholder value by allowing the market to value Fancamp’s portfolio of investments and the Exploration Assets independently of one another. It is expected that holding the Exploration Assets in Goldera will accelerate development of the Exploration Assets and give scope to new acquisitions. The Change of Business will confirm the natural evolution of the business of the Corporation over the past several years to incorporate investment activities that were complementary to its exploration portfolio.

The Board of Directors of Fancamp (the “Fancamp Board”) have unanimously approved the Spin Out and the Change of Business, and will recommend that the Shareholders vote in favour of the Spin Out and the Change of Business at the Annual General and Special meeting of Shareholders (the “Meeting”) to be held for, among other purposes, the approval of the Spin Out and the Change of Business.

Arrangement Details

The Arrangement will include, among other things, a transfer of the Exploration Assets by Fancamp to Goldera in consideration for Goldera Shares, a share capital reorganization of Fancamp and a securities exchange whereby Shareholders will receive Goldera Shares. Pursuant to the Arrangement, the existing Fancamp Shares will be renamed and redesignated as Class A common shares (each, a “Fancamp Class A Share”) and Fancamp will create a new class of voting common shares (each, a “New Fancamp Share”). Each Fancamp Class A Share will be exchanged for one New Fancamp Share and 1/7th of a Goldera Share on the effective date of the Arrangement (the “Effective Date”).

As part of the Arrangement, each outstanding stock option of Fancamp exercisable to acquire one (1) Fancamp Share (each, a “Fancamp Option”) will be exchanged for: (i) one (1) replacement stock option of Fancamp exercisable to acquire one (1) New Fancamp Share having an exercise price equal to the product obtained by multiplying the original exercise price of the Fancamp Option by the fair market value of a New Fancamp Share at the effective time of the Arrangement (the “Effective Time”), divided by the total fair market value of a New Fancamp Share and the fair market value of 1/7th of a Goldera Share at the Effective Time; and (ii) one (1) stock option of Goldera (each, a “Goldera Option”) exercisable to acquire 1/7th of a Goldera Share, each whole Goldera Option having an exercise price equal to the product obtained by multiplying the original exercise price of the Fancamp Option by the fair market value of 1/7th of a Goldera Share at the Effective Time, divided by the total fair market value of a New Fancamp Share and the fair market value of 1/7th of a Goldera Share at the Effective Time, subject to adjustment pursuant to the terms of the Arrangement Agreement.

50% of the Goldera Shares to be issued to Shareholders pursuant to the Arrangement (collectively, the “Restricted Shares”) shall be subject to the following restrictions on resale and transfer pursuant to the terms of the Arrangement Agreement (the “Contractual Restrictions”): (i) 10% of the Restricted Shares shall be restricted until 6 months from the Effective Date; (ii) 20% of the Restricted Shares shall be restricted until 12 month from the Effective Date; and (iii) 20% of the Restricted Shares shall be restricted until 18 months from the Effective Date. The remaining 50% of Goldera Shares to be issued to Shareholders pursuant to the Arrangement shall not be subject to the Contractual Restrictions.

On completion of the Arrangement and the Concurrent Financing (as defined below), Fancamp expects to maintain approximately 19.9% of the issued and outstanding Goldera Shares, with Shareholders and holders of Fancamp Options maintaining their interest in Fancamp and obtaining a proportionate interest in Goldera.

For further details on the Arrangement, readers should refer to the Arrangement Agreement which will be available on the Corporation’s SEDAR+ profile at www.sedarplus.ca.

Fancamp has applied for a listing of the Goldera Shares on the TSX-V. Any such listing will be subject to Goldera fulfilling the requirements of the TSX-V.

The Goldera Financing

Prior to completion of the Arrangement, Goldera expects to have completed a non-brokered private placement to raise gross proceeds of a minimum of $3,600,000 and a maximum of $5,500,000 (subject to increase or decrease in the discretion of Goldera) consisting of any combination of: (i) up to 12,500,000 subscription receipts of Goldera (the “Non-FT Subscription Receipts”) at a price of $0.20 per Non-FT Subscription Receipt; (ii) up to 10,000,000 flow-through subscription receipts of Goldera (the “FT Subscription Receipts”) at a price of $0.23 per FT Subscription Receipt; and (iii) up to 5,000,000 charity flow-through subscription receipts of Goldera (the “Charity FT Subscription Receipts”, and together with the Non-Ft Subscription Receipts and the FT Subscription Receipts, the “Subscription Receipts”) at a price of $0.26 per Charity FT Subscription Receipt (the “Concurrent Financing”).

Upon satisfaction of certain conditions (collectively, the “Escrow Release Conditions”), each Subscription Receipt will be deemed automatically exercised (for no further consideration and with no further action on ‎‎the part of the holder thereof) for: (i) in the case of the Non-FT Subscription Receipts, one (1) unit of Goldera (each, a “Non-FTUnit”), each Non-FT Unit consisting of one (1) Goldera Share and one (1) common share purchase warrant of Goldera (each, a “Warrant”); (ii) in the case of the FT Subscription Receipts, one (1) flow-through unit of Goldera (each, a “FT Unit”), each FT Unit consisting of one (1) Goldera Share that will qualify as a “flow-through share” within the meaning of subsection 66(15) of the _Income Tax Act _(Canada)(the “Tax Act”) (each, a “FT Share”) and one (1) Warrant; and (iii) in the case of the Charity FT Subscription Receipts, one (1) charity flow-through unit of Goldera (each, a “Charity FT Unit”), each Charity FT Unit consisting of one (1) FT Share and one (1) Warrant. It is anticipated that some or all of the Charity FT Units issuable under the Charity FT Subscription Receipts may be immediately resold or donated to registered charities, who may sell such units (the “Resale Units”) concurrent with the satisfaction of the Escrow Release Conditions to certain purchasers at a price of $0.20 per Resale Unit.

Each Warrant will entitle the holder thereof to purchase one (1) non-flow-through Goldera Share at an exercise price of $0.30 for a period of three (3) years from the date of issuance thereof. The Warrants will be subject to an accelerated expiry upon thirty (30) business days’ notice from Goldera in the event the closing price of the Goldera Shares on the TSX-V is equal to or above a price of $0.50 per Goldera Share for fourteen (14) consecutive trading days any time after closing of the listing of the Goldera Shares on the TSX-V (the “Accelerated Expiry Provision”).

The net proceeds from the Concurrent Financing are intended to be used by Goldera to fund exploration of the Exploration Assets after the Effective Date and for general corporate and working capital purposes.

In connection with the Concurrent Financing, Goldera may agree to: (i) pay finders’ fees in cash equal to up to 6.0% of the gross proceeds raised from the sale of Subscription Receipts placed by an applicable finder (each, a “Finder”); and (ii) issue finder’s warrants (“Finder’s Warrants”) entitling the Finder to purchase such number of Goldera Shares that is equal to up to 6.0% of the number of Subscription Receipts placed by the Finder at a price of $0.30 per Goldera Share for a term of three (3) years from the date of issuance thereof (subject to the Accelerated Expiry Provision), and subject to the approval of the TSX-V.

Goldera Exploration Ltd. (New Spin Out Company with Pure Exploration Focus)

After completion of the Spin Out, the new exploration entity, Goldera, will hold all of Fancamp’s previously held core exploration assets, option agreements and active exploration joint ventures (other than certain Titanium Assets as set forth below) (the “Exploration Assets”). Goldera’s mandate and focus will be that of a high-growth, discovery-driven explorer with a streamlined structure and sole focus on delivering exploration success and asset-level value creation. Its asset portfolio will include:

Egan Gold Project: Fancamp’s option to acquire up to an 80% interest in Harfang Exploration Inc.’s Egan Gold Project (the “Egan Property”) (see press release dated November 12, 2025). The Egan Property is comprised of 449 claims totaling ~12,000 hectares, which hosts a syenite gold system featuring high-grade bulk tonnage and discovery potential, situated in the gold-rich Abitibi greenstone belt of Ontario, a region with a long history of prominent gold discoveries and active operations. Acadian Gold Joint Venture: Acadian Gold Corp. (“Acadian”) is a joint venture entity between Fancamp and Lode Gold Resources Inc. for the advancement of a district scale, 445 km² land package located in a highly prospective region for gold and polymetallic mineral discovery, in northern New Brunswick with two key properties; McIntyre Brook, adjacent to Puma Exploration Inc. Williams Brook Project (which holds an option agreement with Kinross Gold Corporation), and Riley Brook, a significantly sized property surrounded by recent claims acquisitions made by Kenorland Minerals Ltd. Goldera will hold a 50% interest in Acadian after completion of the Spin Out. Clinton Project: A past-producing volcanogenic massive sulfide (“VMS”) project, situated in the Appalachian region of Southern Québec, which hosts historic production that occurred during the 1970’s and multiple copper-bearing mineralized lenses. Recent work successful identified multiple, new, high-density targets at depth and delineated a potential VMS deposit root system, fundamental elements to allow for the extension of the project’s current mineralization _(see press release dated February 27, 2025)._ Grasset Project: Located along the Detour-Fenelon Gold Trend, Sunday Lake Deformation Zone, which hosts the Detour Lake open-pit gold mine in Ontario (Agnico Eagle Mines Ltd.), uniquely located in a favorable geological environment and of significant size, whereby a VTEM survey completed in 2022 delineated multiple discrete conductive anomalies for VMS and Ni-Cu targets. Diléo Project: Located in the Frotet-Evans Greenstone Belt, Diléo hosts a broad trend of mineralization across a 2.2-km corridor, where results of a 2023 work program indicated a new copper showing that returned up to 1.18% Cu and confirmed, as well as expanded, an Au-Cu-Ag soil anomaly (see press release dated March 6, 2023). Stoke Project: Situated in the Eastern Townships of Québec and covers 20 km of favourable geology within the Ascot-Weedon VSED Belt, which hosts six historical VMS deposits. Others: Harvey Hill, a past producing, copper and precious metal bearing project, located about 20 km Northeast of the town of Thetford Mines in the Québec Appalachian, among other property claims in Québec and Ontario, namely Beauce, Angers, Ste. Marguerite, Abitibi 51-52, Grevet, Lac Baude, Kinross, Golden Dragon, Gamache, Robidoux, Panet, Risborough, Desolation Lake. South Timmins Mining Joint Venture:25% interest in a joint venture with PTX Metals Inc. (“PTX”) for a package of district-scale gold properties, including historical high-grade gold occurrences, located along the regional-scale Ridout-Tyrrell Deformation Zone (RTDZ) within the highly prospective Abitibi Greenstone Belt, Canada’s largest gold producing region. Gold Orogen: A 19.9% interest in Gold Orogen Resources Corp., which holds two mineral properties located in the Selwyn Basin, namely the Golden Culvert and nearby Win gold-focused properties. These assets encompass a 99.5 km2land package across a 27-km strike length situated in a high-grade-gold-mineralized trend within the Southern portion of the Tombstone Gold Belt, which extends across the Yukon and is host to numerous multi-million-ounce gold deposits such as Banyan Gold Corp.’s AurMac deposits, Sitka Gold Corp.’s RC deposit, Hecla Mining Company’s Keno Hill mine and Snowline Gold Corp.’s Tier 1 Valley deposit_._

The Change of Business

Given the extensive expertise and skill sets of the members of the Fancamp Board and management, the Fancamp Board and management believe that the ideal allocation of the Corporation’s working capital would be within the framework of a resources-focused investment company making investments in privately held and publicly traded corporations. The Change of Business will allow Fancamp to focus on its existing investments in the natural resources sector, with the mandate of growth, monetization, and expansion of its portfolio, with a focus on scale through strategic acquisitions while maintaining a capital light business model.

For such reasons, the Fancamp Board has proposed that the Corporation undergo the Change of Business, which involves the Corporation changing its business from that of a Tier 2 “Mining Issuer” to a Tier 2 “Investment Issuer” pursuant to TSX-V Policy 5.2 – Changes of Business and Reverse Takeovers.

To better reflect the new focus and activities of the Corporation, it is anticipated that the Corporation’s name will change to “ERDA Resource Opportunities Inc.” and its common shares will begin trading on the TSX-V with the trading symbol “ERDA” upon completion of the Change of Business.

Investment Strategy and Investment Policy

The Fancamp Board has adopted a written investment policy to govern its investment activities. The investment policy provides, among other things, the investment objectives and strategy of the Corporation moving forward.

The following is a summary of the Corporations’ investment objectives and strategies:

InvestmentSector: Natural resources industry. Investment Types: Equity, debt, convertible debentures, royalties, streams, derivatives and other instruments providing the Corporation with exposure to natural resources. Commodities: Natural resources, including but not limited to, base metals, precious metals, ferrous and non-ferrous metals, industrial minerals and agricultural minerals. Jurisdictions:While all countries are subject to evaluation, the Corporation will place particular importance on jurisdictions characterized by low geopolitical risk. Investment Amount: There is no limit and will be evaluated on a case-by-case basis. The Corporation could potentially acquire a controlling stake in a particular opportunity. Investment Timeline: Unlimited. Investment Targets:Investments in entities owning or planning to own natural resource assets or their derivatives. Priority will be given to quality assets in secure locations. Investments may include distressed cases needing management changes or restructuring to unlock value. Investment Review:The Corporation will conduct regular evaluations of all its investments on an ongoing basis.

A complete copy of the investment policy will be posted on the Corporation’s SEDAR+ profile at www.sedarplus.ca.

The Fancamp Board will have ultimate oversight over the investment policy as well as ensuring that the Corporation’s investment objectives are achieved. The officers, directors and management of the Corporation will work jointly and severally to identify appropriate investment opportunities. These individuals have a broad range of business experience and their own networks of business partners, financiers, venture capitalists and finders through whom potential investments may be identified.

Investment Portfolio

The following is a description of the investment portfolio of assets to be held by the Corporation following the completion of the Change of Business (and the Spin Out) (the “Investment Portfolio”):

Marketable securities portfolioof over $20 million, which has earned approximately $0.5 million dividend income per annum. The marketable securities portfolio includes shares in Champion Iron Ltd. (“Champion”), The Canadian Chrome Company Inc. (formerly KWG Resources Inc.) (“CACR”) and NeoTerrex Minerals Inc., among others. $34.5 million Secured Convertible Note earning approximately $2 million interest per annum: A $34.5 million secured promissory note issued by CACR, positioned in the strategic Ontario Ring of Fire, in a region where chromite, nickel, copper, zinc, platinum group metals, among other critical minerals, are particularly abundant and the focus of government policy. The Koper Lake-McFaulds mining claims lie near and adjacent to the high-grade Eagles Nest chromite deposit previously owned by Noront Resources Ltd., later acquired by Wyloo Ring of Fire Ltd. (“Wyloo”) in 2022 for over $600 million. Royalty Portfolio will include: Up to 3.0% NSR on certain iron ore mineral properties in the Labrador Troughin the Schefferville region, an area with operational mines and supporting infrastructure. The most notable mineral property subject to such royalties is an open pit mineable iron ore mineral deposit in Newfoundland and Labrador, situated approximately 25 kilometers northwest of Schefferville, Quebec. 2% NSR on the Koper Lake-McFaulds Property, Black Horse Chromite Deposit which is currently the subject of a claims package held by CACR, in the Ring of Fire district of Ontario, where key chromite resources and mineralization runs through the property and lie adjacent to Wyloo’s proposed portal location. Future finite production payments(aggregate value of up to $40 million) as it relates to certain Fermont properties currently held by Champion, located in the Fermont Iron Ore District in Eastern Quebec, on the southern end of the Labrador Trough, in the same region as currently producing assets held by Champion Iron or ArcelorMittal. Gold, base metal, and specialty metal net smelter return (NSR)and production royalties across Québec, Ontario, and Atlantic Canada, which includes Riley Brook (2% NSR), Robidoux (2% NSR), Wells Claims (2.0% NSR) and Beauce Claims (3.5% GMR). 2% NSR on the significant Magpie Titanium Property,located ~130 kilometres from Havre St. Pierre, Quebec, in the same region as Rio Tinto’s Lac Tio Mine, the world’s largest hard rock titanium deposit in production. 1% NSR on the Mallard/Heenan/Dorothy Properties(currently being advanced under the South Timmins Mining Joint Venture with PTX).