Camino Minerals Corporation (TSXV:COR)(OTC PINK:CAMZF) ("Camino" or the "Company") is pleased to announce the closing of the first tranche (the "First Tranche") of its non-brokered private placement (the "Financing") of common shares in the capital of the Company (the "Common Shares") previously announced on January 10, 2025.
Under the First Tranche, the Company issued an aggregate of 7,741,665 Common Shares at an issue price of $0.21 per Common Share, for aggregate gross proceeds of approximately $1,625,750. The Common Shares were distributed by way of private placement pursuant to exemptions from the prospectus and registration requirements under applicable securities laws, and accordingly, are subject to a hold period of four month and one day from the closing date (expiring on May 29, 2025), in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "TSXV"). The gross proceeds from the Financing will be applied towards corporate working capital, legal expenses, engineering studies, and general administrative expenses. Completion of the Financing remains subject to the final approval of the TSXV.
In connection with the Financing, the Company paid a finders' fee of $1,050 to an arm's length registered finder.
TSXV Policy 5.9 and MI 61-101
Insiders of the Company acquired an aggregate of 3,690,475 Common Shares in the First Tranche (approximately $775,000), which 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 TSXV ("Policy 5.9") (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 Common Shares acquired by the insiders of the Company, nor the consideration for the Common Shares paid by such insiders, exceed 25% of the Company's market capitalization for the purposes of MI 61-101.
The exact extent of participation by insiders of the Corporation in the First Tranche was not determined sufficiently in advance of the closing thereof, and accordingly, the Company expects to file a material change report relating to the First Tranche less than 21 days from completion of the First Tranche, which is reasonable and necessary in the circumstances.
About Camino
Camino is a discovery and development stage copper exploration company. On October 7, 2024, Camino signed a Definitive Agreement to purchase the construction-ready Puquios copper mine in Chile. Camino is focused on developing copper producing assets such as Puquios, and advancing its IOCG Los Chapitos copper project located in Peru through to resource delineation and development, and to add new discoveries. Camino has also permitted the Maria Cecilia copper porphyry project for exploration discovery drilling to add to its NI 43-101 resources. In addition, Camino has increased its land position at 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
/S/ "Jay Chmelauskas" President and CEO
For further information, please contact: Camino Investor Relations info@caminocorp.com Tel: (604) 493-2058
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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
Cautionary Note Regarding Forward Looking Statements: Certain disclosures in this news release constitute forward-looking information. In making the forward-looking disclosures in this news release, the Company has applied certain factors and assumptions that are based on the Company's current beliefs as well as assumptions made by and information currently available to the Company. Forward-looking information in the news release includes, without limitation, the use of proceeds of the Financing, the timing and ability of the Company to obtain the final approval of the Financing from the TSXV, and an exemption being available under MI 61-101 and Policy 5.9 from the minority shareholder approval and valuation requirements. Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking information in this release is subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking information. Such risk factors include, among others, that actual results of the Company's exploration activities may be different than those expected by management, that the Financing may not be fully subscribed or completed on the terms described herein, that the Company may be unable to obtain or will experience delays in obtaining any required authorizations and approvals and the state of equity and commodity markets. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
