"Not for distribution to United States news wire services or for dissemination in the United States."
VANCOUVER, BC / ACCESS Newswire / August 26, 2026 / Camino Minerals Corporation (TSXV:COR)(OTCID:CAMZF) ("Camino" or the "Company") is pleased to announce the closing of its previously announced private placements (together, the "Offering") for aggregate gross proceeds of C$15,223,109. The Offering consisted of (i) a brokered private placement of 13,800,000 units of the Company (the "Units") at a price of C$0.42 per Unit for gross proceeds of C$5,796,000 (the "Brokered Offering"), and (ii) a non-brokered private placement of unsecured convertible debentures ("Convertible Debentures") for gross proceeds of C$9,427,109 (the "Non-Brokered Debentures Offering"). Each Unit consists of one common share of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable at any time until August 26, 2028, to purchase one additional Common Share (a "Warrant Share") at an exercise price of C$0.55 per Warrant Share.
Brokered Offering
Paradigm Capital Inc. and Raymond James Ltd. (collectively, the "Agents") acted as co-lead agents and co-bookrunners, in connection with the Brokered Offering, pursuant to the terms of an agency agreement dated August 26, 2026, entered into between the Company and the Agents. In connection with the Brokered Offering and as consideration for its services, the Company paid to the Agents a cash commission of C$338,108.40, in aggregate, and issued to the Agents, in aggregate, 805,020 non-transferrable broker warrants of the Company (the "Broker Warrants"). Each Broker Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.42 per Common Share at any time on or before August 26, 2028, subject to adjustment in certain events.
The net proceeds from the Brokered Offering will be used for satisfying the joint venture cash calls in respect of the Puquios Copper Project, for exploration and drilling at Costa de Cobre Project in Peru, and for exploration and permitting at the Company's other mineral projects located in Peru, as well as for general and administrative expenses and unallocated working capital purposes over a period of 12 months following closing of the Brokered Offering.
The Units issued under the Brokered Offering were offered to Canadian purchasers pursuant to the "listed issuer financing" exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"), and will not be subject to a hold period under Canadian securities laws. The Units were also offered to qualified investors in the United States through the Agents' respective U.S. broker-dealer affiliates, and to purchasers outside of Canada and the United States, in each case, in compliance with applicable securities laws. An offering document dated August 6, 2026 related to the Brokered Offering can be accessed under the Company's issuer profile at www.sedarplus.ca and at the Company's website at www.caminocorp.com.
Non-Brokered Debentures Offering
The Convertible Debentures bear interest at a rate of 10.0% per annum, capitalized quarterly in arrears on the last day of each calendar quarter (with such interest to be automatically capitalized into the principal amount of the Convertible Debentures) and payable on August 26, 2029 (the "Maturity Date"); and unless earlier repaid or converted, the outstanding principal and accrued and unpaid interest on the Convertible Debentures shall be due and payable on the Maturity Date. The Convertible Debentures will be convertible at any time prior to August 26, 2031, at the option of the holder, into Common Shares at a conversion price of C$0.48 per Common Share (subject to adjustment for share splits, consolidations and similar events occurring after the issuance date thereof), and contain other customary provisions, as described in the news release of the Company dated August 6, 2026.
The net proceeds from the Non-Brokered Debentures Offering will be used to satisfy: (i) certain deferred contingent payments payable to or as directed by Santiago Metals Investment Holdings II SLU and Santiago Metals Investment Holdings II-A LLC (together, the "Vendors") under the share purchase agreement dated October 4, 2024 (as subsequently amended) among, inter alios, Camino, the Vendors, and Nittetsu Mining Co., Ltd; (ii) certain extension fees payable to Santiago Metals II Upper Holdco LLC ("Santiago Holdco"), a company owned by a fund advised by Denham Capital Management LP; and (iii) the principal amount and all accrued but unpaid interest under a term loan outstanding pursuant to a loan agreement dated April 16, 2025, between the Company and Santiago Holdco.
MI 61-101 and TSXV Policy 5.9
Santiago Holdco, a company owned by a fund advised by Denham Capital Management LP ("Denham Capital"), is a significant shareholder of the Company exercising control and direction over approximately 40.8% of the issued and outstanding Common Shares immediately prior to completion of the Offering, and acquired all of the Convertible Debentures issued pursuant to the Non-Brokered Debentures Offering. Such participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange (the "Exchange") (which incorporates the requirements of MI 61-101). However, such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the securities acquired by insiders of the Company, nor the consideration for the securities paid by insiders, exceed 25% of the Company's market capitalization for the purposes of MI 61-101.
Mr. Christopher Adams, a director of the Company, participated in the Brokered Offering. The participation in the Brokered Offering by the said insider constitutes a "related party transaction" as defined in MI 61-101 and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of Exchange. However, such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the securities acquired by the said insider of the Company, nor the consideration for the securities paid by the said insider, exceed 25% of the Company's market capitalization for the purposes of MI 61-101.
The exact extent of participation by insiders of the Company in the Offering was not determined sufficiently in advance of the anticipated closing date thereof, and accordingly, the Company did not file a material change report relating to the Offering less than 21 days before the closing of the Offering, which it deemed reasonable and necessary in the circumstances to meet the Company's capital requirements.
Early Warning Disclosure
Santiago Holdco is wholly-owned by Pembroke Resources II Holdings (Cayman) LLC ("Intermediate Holdco"). Intermediate Holdco is wholly-owned by Denham Mining Fund LP (the "Mining Fund"), a fund advised by Denham Capital. The general partner of the Mining Fund is Denham Mining GP LLC (the "Mining Fund GP"). Each of Santiago Holdco, Intermediate Holdco, the Mining Fund, the Mining Fund GP and Denham Capital are "joint actors" with respect to the securities of the Company as such term is defined in National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103").
Immediately prior to the closing of the Non-Brokered Debentures Offering, Denham Capital and its joint actors owned or exercised control or direction over 36,458,887 Common Shares and 555,556 Warrants exercisable to purchase a total of 555,556 Common Shares, representing approximately 40.8% of the issued and outstanding Common Shares on a non-diluted basis and approximately 41.2% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the exercise of all of Santiago Holdco's Warrants). Following the completion of each Offering, Denham Capital and its joint actors own or exercise control or direction over 36,458,887 Common Shares, 555,556 Warrants exercisable to acquire 555,556 Common Shares and Convertible Debentures convertible into 19,639,810 Common Shares, representing approximately 35.4% of the issued and outstanding Common Shares on a non-diluted basis and approximately 46.0% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of all of Santiago Holdco's Warrants and Convertible Debentures).
Participation in the Non-Brokered Debentures Offering was carried out in order to advance the commercial interests of Santiago Holdco. Denham Capital and its joint actors may, from time to time, acquire additional securities of the Company, dispose of some or all of their securities of the Company, or continue to hold such securities.
For further information, including to obtain a copy of the corresponding early warning report to be filed by Denham Capital with the applicable Canadian securities regulatory authorities in accordance with NI 62-103, please visit www.sedarplus.ca or contact Debbie Moon by email at DenhamIR@denhamcapital.com.
Advisors
In connection with the Brokered Offering, Cassels Brock & Blackwell LLP acted as legal advisor to the Company, Investors Law Professional Corporation acted as special U.S. counsel to the Company, and Dentons Canada LLP acted as legal advisor to the Agents.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person without registration under the U.S. Securities Act and all applicable securities laws of any state of the United States or compliance with the requirements of an applicable exemption therefrom. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or to, or for the account or benefit of, U.S. persons, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
About Camino
Camino is a discovery and development stage copper exploration company. The Company has entered into a joint venture partnership with Nittetsu Mining Co., Ltd. to advance the construction-ready Puquios copper project in Chile toward development and production. Camino is advancing its IOCG Costa de Cobre copper project located in Peru, also a joint venture with Nittetsu, through to potential resource delineation and development, and to add new discoveries. Camino has also permitted the Maria Cecilia copper porphyry project for exploration discovery drilling to potentially add tonnage to its NI43-101 resources in Peru. In addition, Camino holds claims in Peru for its copper and silver Plata Dorada project. Camino seeks to acquire a portfolio of advanced copper assets that have the potential to deliver copper into an electrifying copper intensive global economy. For more information, please refer to Camino's website at www.caminocorp.com.
ON BEHALF OF THE BOARD | For further information, please contact: |
/S/ "Jay Chmelauskas" | Camino Investor Relations |
President and CEO | info@caminocorp.com |
| Tel: (604) 493-2058 |
|
|
Cautionary Notes
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable Canadian and United States securities laws, including, but not limited to, the anticipated use of proceeds from the Offering. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information. The forward-looking information is based on reasonable assumptions and estimates of the management of the Company at the time such statements were made and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including risks associated with changes in regulations; political or economic developments; capital expenditures; future capital needs and uncertainty of additional financing; the need for the Company to manage its future strategic plans; global economic and financial market conditions; uninsurable risks; changes in the Company's business and operations as its plans and prospects continue to be evaluated; and other risks inherent in the Company's business (including, that actual results of the Company's exploration activities may be different than those anticipated by management; the Company may not realize the benefits of joint ventures and/or strategic partnerships; the Company may be unable to obtain or may experience delays in obtaining required permits, authorizations and approvals; operational and technical risks inherent in exploration; risks related to third-party infrastructure development and timing; and risks related to the state of equity and commodity markets). Although the Company believes that the expectations and assumptions on which such forward-looking information are based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Since forward-looking information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers are cautioned that the foregoing factors are not exhaustive. The forward-looking information included in this news release are expressly qualified by this cautionary statement. The forward-looking information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.??
SOURCE: Camino Minerals Corp.
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/metals-and-mining/camino-closes-5.8-million-brokered-private-placement-of-units-and-concurrent-9.4-1212340
