Fancamp Announces Spin-Out of Mineral Exploration Assets and Creation of Goldera Exploration

Core Viewpoint - Fancamp Exploration Ltd. has announced a strategic reorganization through a Spin Out of its core exploration assets into a new company, Goldera Exploration Ltd., aimed at unlocking value and enhancing market recognition for shareholders [1][2][3] Summary by Sections Spin Out Details - The Spin Out will transfer all core exploration assets to Goldera, with shareholders receiving shares in Goldera proportional to their holdings in Fancamp, without altering their existing interests in Fancamp [1][4] - The Spin Out is designed to create two distinct growth platforms, allowing for focused capital attraction and new investor interest [2][3] Corporate Structure Post-Spin Out - Post-Spin Out, Fancamp will retain all marketable securities, financial instruments, and royalties, consolidating them into a cash-flow-oriented entity focused on growth and strategic acquisitions [8][10] - Goldera will focus solely on exploration, holding significant projects such as the Egan Gold Project and the Acadian Gold Joint Venture, which are located in high-potential mineral regions [6][9] Financial Aspects - Goldera is expected to be fully funded through a concurrent non-brokered private placement to support work programs and general working capital [3] - Fancamp's existing portfolio includes over $20 million in marketable securities and a $34.5 million secured convertible note, generating significant annual income [10] Regulatory and Approval Process - The Spin Out requires approval from the Supreme Court of British Columbia and a two-thirds majority vote from Fancamp shareholders at a forthcoming meeting [4][11] - Fancamp plans to apply for a listing of Goldera on the TSX Venture Exchange and to update its own listing status from a Mining Issuer to an Investment Issuer [4][11] Future Outlook - The completion of the Spin Out and related transactions is anticipated around Spring 2026, subject to customary conditions and approvals [11][12] - The reorganization aims to ensure that shareholders benefit from both the stable growth of Fancamp's investment portfolio and the exploration potential of Goldera [5][11]