Edmonton, Alberta--(Newsfile Corp. - August 28, 2025) - Canamera Energy Metals Corp. (CSE: EMET) (the "Company") announces that it has entered into a letter of intent (the "Letter of Intent"), dated effective August 20, 2025, with iFind Mining Inc., Gabriel Nascimento Nakamura, Irmãos Martins Serviços e Comércio LTDA and Rco Mineração LTDA (collectively, the "Vendors"), each arms-length parties, whereby the Company will be granted an option (the "Option") to acquire a one-hundred percent (100%) interest in two rare earth projects in Brazil (collectively, the "Projects"): the "Turvolândia Rare Earth Ionic Clay Project" in the state of Minas Gerais and the "São Sepé Rare Earth Ionic Clay Project" located in the state of Rio Grande do Sul.
The proposed acquisition aligns with Canamera's strategic focus on critical minerals in Tier 1 jurisdictions. The addition of the Projects is expected to complement the Company's existing portfolio, which includes the Mantle Project in British Columbia. At the Mantle Project, the Company is assessing historical data to inform the planning of a follow-up exploration program. Proposed activities include geological mapping, soil sampling, and geophysical surveys, all contingent on obtaining the necessary permits and approvals.
Option Terms
In accordance with the terms of the Option, the Company can acquire a one-hundred percent (100%) interest in the Projects in consideration of a cash and share payment plus minimum exploration commitment as follows:
Milestone | Cash | Shares | Exploration Expenditures |
Signing | $75,000 (1) | $125,000 (2) | N/A |
Year 1 | Nil | Nil | $500,000 |
Year 2 | Nil | Nil | $500,000 |
Year 3 | Nil | Nil | $500,000 |
TOTAL | $75,000 | $125,000 | $1,500,000 |
(1)Payable to iFind Mining Inc. upon the entering into of the definitive agreement in respect of the Option.
(2)Issuable to iFind Mining Inc. upon the entering into of the definitive agreement in respect of the Option at a deemed price equivalent to the volume-weighted average closing price of the common shares of the Company on the Canadian Securities Exchange in the ten (10) trading days immediately prior to announcement of the agreement.
Upon the exercise of the Option, the Company will grant to iFind Mining Inc. a one percent (1.0%) net smelter returns royalty (the "Royalty") on commercial production from the Projects, one-half (0.5%) of which may be repurchased in consideration for a cash payment of $500,000.
In the event the Company exercises the Option, it will make the following additional one-time contingent payments to iFind Mining Inc. upon the achievement of the following development milestones in respect of any exploration permit comprising the Projects:
Development Milestone (3) | Payment (4) |
Mineral Resource Estimate | $500,000 |
Preliminary Economic Assessment | $1,000,000 |
Feasibility Study | $1,500,000 |
TOTAL | $3,000,000 |
(3)A development milestone will be deemed to have been met upon the publication by the Company of a geological report in the form prescribed by National Instrument 43-101 - Technical Reports.
(4)Payable to iFind Mining Inc. in cash or common shares of the Company at a deemed price equivalent to the volume-weighted average closing price of the common shares of the Company on the Canadian Securities Exchange in the ten (10) trading days immediately prior to issuance.
In connection with the Option, a finders' fee of $70,000, payable in common shares, is due and owing to an arms-length party who introduced the transaction, of which $20,000 is payable upon entering into of a definitive agreement in respect of the Option with the balance payable upon the publishing of a mineral resource estimate for the Projects. No changes to the board or management of the Company are contemplated in connection with the Option. Completion of the grant of the Option remains subject to a number of conditions, including the completion of satisfactory due diligence, the negotiation and finalization of definitive documentation, receipt of any required regulatory and third-party consents and the satisfaction of other customary closing conditions. The transaction cannot close until the required approvals are obtained and the foregoing conditions satisfied. There can be no assurance that the transaction will be completed as proposed or at all.
Readers are cautioned that the Letter of Intent does not bind the Company to proceed with a transaction and will automatically terminate after thirty days in the event a definitive agreement cannot be reached. The Option is not expected to constitute a fundamental change for the Company and nor will it result in a change of control of the Company (within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange).
Board Resignation
The Company also confirms that Ali Pickett has resigned as a director of the Company effective immediately to focus on other ventures. The Company extends its thanks to Mr. Pickett for his previous service to the board of directors.
For further information, contact Brad Brodeur at
On behalf of the Board,
CANAMERA ENERGY METALS CORP.
Brad Brodeur, Chief Executive Officer
This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "schedule" and other similar words or expressions identify forward-looking statements or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events effecting such statements and information other than as required by applicable laws, rules and regulations.
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SOURCE: Canamera Energy Metals Corp.