Vancouver, British Columbia--(Newsfile Corp. - July 7, 2026) - Cambria Gold Mines Inc. (TSXV: CAMB) (OTCQX: CAMVF) (" Cambria " or the " Company ") and ECC Ventures 4 Corp. (TSXV: ECCF.P) (" ECC4 "), a capital pool company incorporated under the laws of British Columbia and listed on the TSX Venture Exchange (" TSXV "), are pleased to announce that they have entered into a binding term sheet effective July 6, 2026 (the " Term Sheet "), whereby Cambria and ECC4 have set forth the anticipated terms upon which the Company will spin-out all of its rights to and interests in the Mt. Margaret copper and gold porphyry deposit (the " Mt. Margaret Project ") in a transaction with ECC4 as described below (the " Transaction "). The Transaction is expected to result in a reverse takeover of ECC4 by the business associated with the Mt. Margaret Project, and is intended to constitute the "Qualifying Transaction" of ECC4 pursuant to TSXV Policy 2.4 - Capital Pool Companies. The Mt. Margaret deposit is a calc-alkaline porphyry deposit hosting high-grade copper, gold, and molybdenum mineralization located approximately 22 km southwest of Randle, Washington State.
The Mt. Margaret Project is primarily located on patented federal mineral claims that are held by Cambria in partnership with the United States Federal Government Bureau of Land Management (" BLM ") and located on Forest Service land. Through its US entity, Ascot USA Inc. (" Ascot US "), Cambria controls 50% mineral rights of select patented claims centered over the deposit with the BLM holding the remaining 50%, as well as other patents in the area. Cambria also controls 100% interest in 184 lode claims surrounding the property.
The Company has been advancing discussions with various US Federal Government Departments, including the BLM, regarding future direction for the deposit. About Mt. Margaret This porphyry system was discovered and actively explored by Duval Corporation (" Duval ") from 1971-1980, completing a total of 20,729m over 105 diamond drill holes (Taylor, 1980) 1 . In 2010, Cambria's predecessor, Ascot Resources Ltd., completed 4,880m of infill diamond drilling over 10 holes, which confirmed and expanded the mineralized zones defined by Duval's drilling (See Cambria's News Releases dated October 13, November 3, November 23, and December 1, 2010 and January 12, 2011).
A historical mineral resource was completed by Duval for the Mt. Margaret deposit, totaling 577Mt grading 0.36% Cu, 0.24 g/t Au, 0.011% Mo, and 1.58 g/t Ag (Taylor, 1980) 1 . This historic estimate predates the implementation of National Instrument 43-101 - Standards of Disclosure for Mineral Projects (" NI-43-101 ") guidelines and is not compliant with currently accepted reserve and resource classifications as set forth by the Canadian Institute of Mining and Metallurgy, August 20, 2000 (CIM Guidelines) or the United States Securities and Exchange Commission's Regulation Subpart 1300 of Regulation S-K (" S-K 1300 "). Furthermore, uncertainty regarding cut off grade, metal prices, modelling methodology, or other parameters and assumptions used in the Duval work could impact the reliability of the historic estimation.
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A qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves and the Company is not treating the historical estimate as current mineral resources or mineral reserves. Further work including quality assurance / quality control procedures, geological modelling, and assay certificate and collar validation by a Qualified Person would be required to produce a NI-43-101 or an S-K 1300 compliant resource. There are no guarantees that this additional work would confirm the historical resource estimate defined by Duval.
The Transaction will provide Cambria shareholders with an ownership stake in two separate public companies and is expected to increase shareholder value by allowing capital markets to ascribe value to the Mt. Margaret Project independently of Cambria's British Columbia assets. Cambria will continue to focus on the advancement of the Premier Gold mine and Red Mountain Gold Project in northwestern British Columbia, while the separate publicly listed company (Freedom Copper as defined below) will focus on advancing the Mt. Margaret Project. The Transaction will provide Cambria shareholders more flexibility as to their specific investment strategy and risk profile.
Cambria also believes that having a separately funded U.S.-focused business will allow for focused acceleration of development of the Mt. Margaret Project. ECC4's board of directors has approved the entering into of the Term Sheet and continuing to advance the Transaction as its proposed Qualifying Transaction. "With over one square kilometer of copper-gold-silver-molybdenum mineralization at surface, that is open for expansion in most directions and at depth below 500 meters, the Mt. Margaret deposit represents a unique opportunity for a potential US domestic source of critical minerals , " said Robert McLeod, CEO of Cambria Gold Mines.
"We are assembling a strong, experienced and diverse management team and board of directors and are capitalizing Freedom Copper Corp. to responsibly advance this deposit while allowing Cambria's team to continue focusing on advancing our gold deposits in the Golden Triangle." As set forth in the Term Sheet, it is contemplated that Cambria will transfer all of the common shares of its wholly-owned subsidiary, Ascot US (which currently holds Cambria's interest in the Mt. Margaret Project), to a newly incorporated wholly-owned British Columbia subsidiary of Cambria (" Cambria Subco "). The completion of the Transaction remains subject to Cambria, Cambria Subco and ECC4 entering into an arrangement agreement (the " Arrangement Agreement ") setting forth the definitive terms of the Transaction, which is anticipated to proceed by way of a statutory plan of arrangement in accordance with the provisions of the Business Corporations Act (British Columbia) (the " Arrangement "). The Arrangement will require approval by way of a special resolution (66.67%) of the Cambria shareholders at a special shareholders' meeting expected to be held in Q3 2026 (the " Meeting ").
The Arrangement is anticipated to include the following steps, among others: The common shares of ECC4 will be consolidated (the " Consolidation ") on a ratio of eight and one-half (8.5) pre-Consolidation shares to one (1) post-Consolidation share (8.5:1) resulting in 754,706 post-Consolidation shares issued and outstanding; ECC4's name will be changed to "Freedom Copper Corp." (" Freedom Copper "); ECC4 will acquire all of the shares of Cambria Subco from Cambria in exchange for 17,849,044 common shares of ECC4 (representing approximately 62.4% of the pre-distribution shares of Freedom Copper post-Transaction Financing (as defined below)) (the " Freedom Consideration Shares "); Subscription Receipts (as defined below) issued pursuant to the Transaction Financing will convert into securities of Freedom Copper; and Cambria will complete a capital reorganization that will result in the distribution of 3,575,773 Freedom Consideration Shares (approximately 20% of the Freedom Consideration Shares) to its existing Cambria shareholders as an expected tax-free return of capital. The 20% of the Freedom Consideration Shares that will be distributed to the Company's shareholders, other than dissenting shareholders, in proportion to their respective holdings of common shares of the Company on the share distribution record date (the " Share Distribution Record Date "), which will be determined by the Company's Board of Directors and announced by a news release in advance. Holders of Cambria options and warrants, who exercise their options and/or warrants before the Share Distribution Record Date, will also be entitled to participate in the distribution of the Freedom Consideration Shares.
Holders of Cambria options and warrants who do not exercise their options and/or warrants before the Share Distribution Record Date will NOT be entitled to participate in the distribution of the Freedom Consideration Shares and will NOT receive any consideration pursuant to the Arrangement. No fractional Freedom Consideration Shares will be distributed under the Arrangement. Any fractions of Freedom Consideration Shares resulting from the Arrangement will be rounded down to the nearest whole number without any compensation in lieu of such fraction.
Completion of the Transaction is subject to a number of conditions, including but not limited to the following: the entering into of the Arrangement Agreement; the required approval by the shareholders of Cambria at the Meeting; the approval of the shareholders of ECC4; the approval of the Arrangement by the Supreme Court of British Columbia (the " Court "); the acceptance of the Transaction by the TSXV; the conditional approval for the listing of the common shares of Freedom Copper on the TSXV; best efforts by Cambria and ECC4 to complete the Transaction Financing; and release of all security registered by Nebari Gold Fund 1, LP, Nebari Natural Resources Credit Fund II, LP and Nebari Collateral Agent LLC (collectively, " Nebari ") against all of Cambria's assets in exchange for cash repayment of the existing debt facilities between Nebari and Cambria and subject to TSXV approval, issuance of 12,124,604 new Cambria warrants with an exercise price of C$1.00 per share expiring one year from issuance, 6,062,303 new Cambria warrants with an exercise price of C$2.00 per share expiring one year from issuance and 500,000 warrants of Freedom Copper with an exercise price of US$10.00 per share expiring five (5) years from issuance. All of Nebari's existing warrants in Cambria will remain outstanding on their current respective terms. The definitive structure and terms and conditions of the Transaction and Arrangement remain subject to finalization in accordance with and upon execution of the Arrangement Agreement.
The Transaction cannot be completed until all of the conditions to be included in the Arrangement Agreement are met. There can be no assurance that the Transaction will be completed as proposed or at all. Upon execution of the Arrangement Agreement, a further news release setting forth the definitive terms of the Arrangement and a copy of the Arrangement Agreement will be filed and posted on SEDAR+ at www.sedarplus.ca under the Company's profile.
Additional details regarding the Transaction will be included in the management information circular of the Company (the " Circular "), which will be mailed to the shareholders of Cambria prior to the Meeting. Following the Transaction, Freedom Copper will operate as a reporting issuer in Alberta and British Columbia and will comply with its continuous disclosure obligations under applicable Canadian securities laws. The parties to the Transaction are at arm's length and no non-arm's length party of ECC4 has any interest in Cambria, the Mt. Margaret Project, Cambria Subco or in any beneficial owner of any of the foregoing.
None of ECC4's non-arm's length parties are insiders of Cambria or Cambria Subco. Currently, there is no existing relationship between non-arms' length parties of ECC4 and Cambria; however at closing or shortly thereafter, it is anticipated that certain insiders of Cambria may be transferred common shares of Freedom Copper. Details of such transfer, if and when determined, will be disclosed in a subsequent press release and in the Circular.
If completed, the Transaction will constitute ECC4's "Qualifying Transaction", as such term is defined in Policy 2.4 of the TSXV. The Transaction is not a Non-Arm's Length Qualifying Transaction (as such term is defined in the policies of the TSXV). Other than the fees disclosed in connection with the Transaction Financing and US$2 million fee to Fiore Management and Advisory Corp., there are no other finder's fees or commissions payable in connection with the Transaction itself.
There has been no deposit, advance, or loan made nor will one be made between the parties to fund operations or secure the Transaction prior to closing. Upon completion of the Transaction, it is intended that Freedom Copper will be managed by Ryan Weymark as the Interim Chief Executive Officer, Christopher Park as the Interim Chief Financial Officer, Cleveland Rueckert, as Senior Vice-President, David Thomas as Chief Project Officer, Asa East as Vice President, Exploration and Orla Abrahams as Community Relations Coordinator. Please see Cambria's News Releases dated May 20, June 3 and June 23, 2026 for biographies of management.
Freedom Copper's board of directors will consist of a minimum of eight (8) directors - Alex Morrison (Chair), Joe Driscoll, Kim Colloton, Ivy Estabrooke, Ryan Weymark, Rob McLeod, Steve Gottesfeld and Nathalie Sajous - the board has been thoughtfully composed to provide the required skills and experience to effectively guide and oversee Freedom Copper's advancement of the Mt. Margaret Project. Changes and additions to the management team and board will be made as needed as the Mt. Margaret Project progresses. Alex Morrison, Chair Alex Morrison is a professional director and experienced mining executive with 40 years of experience in the mining industry.
He has vast multidisciplinary experience in senior strategic roles in finance, accounting, information technology, supply chain and operations support at major mining and royalty companies including Newmont Mining, Homestake Mining, Phelps Dodge, Franco-Nevada and Stillwater Mining. He has held diverse corporate director, chairman and lead director roles for a broad list of mining companies including Detour Gold, Taseko Mines, Gold Standard Ventures, Gold Resource Corporation, Energy Fuels and Dakota Gold. He is currently a director of Cambria Gold Mines, Nations Royalty, Deterra Royalties, and Selkirk Copper Mines.
He began his career at PricewaterhouseCoopers where he obtained his CPA CA and holds a BA (Business Administration) from Trinity Western University. He is a US Citizen and resides in Arizona. Robert McLeod, Director Rob is an accomplished geologist, executive and third-generation miner from Stewart, BC and CEO of Cambria Gold Mines.
He has extensive experience in gold projects throughout North America including multiple discoveries and Company sales. He was previously CEO of IDM Mining, who advanced the Red Mountain Project through resource expansion, feasibility and receipt of EA and EIS approvals and was acquired by Ascot in 2019. Rob is a partner in the Fiore Group and co-founder with the Nisga'a Nation of Nations Royalty Corp, with Selkirk First Nation of Selkirk Copper Mines and West Red Lake Gold Mines.
He is a Director of Nations Royalty, Selkirk Copper Mines and Nexgold Mining, Rob is an advisor to several additional junior Companies and is Director of the Britannia Mine Museum. He has a B.Sc. in Geology from the University of British Columbia and Masters in Mineral Exploration from Queens University. Ryan Weymark, Director and Interim CEO Ryan Weymark is a mining executive and Professional Engineer with over 15 years of experience spanning project development, technical advisory, permitting, M&A, and operations across the mining sector.
He is the President and Co-Founder of Fuse Advisors Inc., a growing consultancy of 50+ professionals that was recently acquired by SLR Consulting. He is also EVP and Director of Cambria Gold Mines and Director of Selkirk Copper Mines. Ryan is a Partner of the Fiore Group, contributing to the creation and advancement of new mining ventures and is an advisor to West Red Lake Gold Mines, Nations Royalty, Seva Mining and Crossroads Gold.
Ryan is the former Vice President, Technical Evaluations and consultant to NexGen Energy, where he led strategic technical initiatives for the Rook I Project. Prior to NexGen, Ryan was an executive for several junior mining developers in the Golden Triangle of British Columbia. Prior to that, Ryan held technical and management roles with Teck Resources, Ledcor and SNC-Lavalin working in operations, engineering and construction projects.
Ryan holds a B.A.Sc. in Mining and Mineral Process Engineering from the University of British Columbia and is a licensed Professional Engineer (P.Eng.). Major General (Retired) Kim Colloton, Director Major General (Retired) Kim Colloton, a senior executive leader with over 30 years of distinguished service in the United States Army, has consistently delivered strategic and enterprise-wide impact across complex global organizations and high-stakes missions. Most recently, she served as the Deputy Chief of Engineers and Deputy Commanding General for the U.S. Army Corps of Engineers (USACE) in Washington, D.C.
In this role, she provided strategic leadership and oversight for a $90-billion global portfolio and a workforce of 38,000 civilian and military professionals. She drove performance and accountability across resource management, contracting, engineering and construction, human capital, and network modernization, ensuring the effective and efficient delivery of critical capabilities. Prior to her current role, Major General Colloton served as the Deputy Commanding General for Military and International Programs.
In this capacity, she led the worldwide execution of U.S. military design and construction, real estate, environmental services, and foreign military sales programs that supported key partners and allies. She also advanced interagency engineering solutions for organizations such as the Department of Homeland Security and the Department of Veterans Affairs, thereby strengthening mission readiness across government. Kim's leadership experience spans multiple command positions, with her most prominent role being the Commanding General of the United States Army Corps of Engineers' Transatlantic Division.
In this capacity, she directed intricate expeditionary engineering operations to support the Department of Defense, U.S. Central Command, and U.S. Special Operations Command across the Middle East and Central Asia. Her operational experience also includes multiple extended deployments to Afghanistan and Iraq, where she led teams in dynamic and high-risk environments. Additionally, Kim commanded the United States Army Corps of Engineers' South Pacific Division, overseeing a ten-state region encompassing the Western and Southwestern United States.
She collaborated closely with state and federal leaders to deliver mission-critical military construction, significant civil works initiatives such as coastal storm damage mitigation and flood risk reduction, water resource planning, environmental programs, and regional emergency preparedness and disaster response operations. Kim has also held key staff positions, including Chief of the Mission Assurance & Protection Division on the Joint Staff in Washington, D.C. Kim holds a Bachelor of Architecture and Building Science from Rensselaer Polytechnic Institute, a Master of Science in Civil Engineering from Stanford University, and a Master of Science in National Resource Strategy with a concentration in strategic materials from the National Defense University's Eisenhower School.
She also completed a fellowship at the RAND Corporation's Arroyo Center. Currently, she serves as a Non-Executive Director for Bayan Mining and Minerals Limited, an Australian Stock Exchange-listed company, and as a Corporate Advisory Board Member for Strategic Solutions Unlimited, located in Fayetteville, North Carolina. Nathalie Sajous, Director Nathalie A. Sajous is a public company director and technology executive with more than 25 years of experience building strategic partnerships, scaling commercial businesses, and helping organizations navigate periods of technological and industry transformation.
Throughout her career, she has worked at the intersection of technology, business strategy, and ecosystem development, partnering with executive teams to identify emerging opportunities, accelerate growth, and execute through changing market dynamics. Nathalie most recently served as Managing Director, Americas Sellside Partnerships, Web & Search at Google, where she spent more than fourteen years in senior leadership roles across partnerships, strategy, and operations. She led a multibillion-dollar portfolio spanning Search, Commerce, News, and Channel Partnerships, working closely with product, engineering, sales, legal, and operations teams to develop commercial strategy and drive partner growth across thousands of publishers and technology companies.
Earlier in her career, she held leadership roles at the Walt Disney Internet Group and United Online where she helped introduce broadband services to dial-up users through strategic partnerships with telecommunications providers, hardware manufacturers, and connectivity partners. Across each stage of her career, she has helped organizations navigate major technology shifts while building ecosystems that create durable competitive advantage. Nathalie currently serves on the Board of Directors of Skeena Resources Ltd. (NYSE: SKE), a Canadian precious metals company developing the high-grade Eskay Creek Gold-Silver Project in British Columbia.
She is also a member of the Black Angel Group, a collective of technology executives and angel investors supporting early-stage entrepreneurs. She brings to corporate boards extensive experience in commercial strategy, governance, commercialization, strategic partnerships, ecosystem development, technology-enabled growth, and executive leadership, together with a demonstrated ability to connect industries, anticipate technology-driven disruption, and identify opportunities created by long-term structural change. Ms. Sajous holds a Bachelor of Arts from Harvard University, an MBA from the UCLA Anderson School of Management, and a French Baccalauréat.
Ivy Estabrooke, Director Ivy Estabrooke, PhD is a technology and innovation executive with deep expertise in critical minerals, national security, and emerging technologies. She brings board and senior executive experience across public and venture-backed companies through start-up, growth, M&A, and exit. Her current board experience includes director roles at Rare Earths Americas and URZ3 Energy Corp, and she previously served as a director of Energy Fuels.
Her board committee experience includes nominations & governance, audit, and environment, health, safety and sustainability. Dr. Estabrooke's prior experience includes executive roles spanning public and private organizations at the intersection of technology development and national security, including RTI International, the U.S. Department of the Navy's Office of Naval Research, biotechnology companies IDbyDNA (acquired by Illumina) and PolarityTE, and as Executive Director of the Utah Science, Technology and Research Agency (USTAR). She holds a Ph.D. in Neuroscience from Georgetown University, an M.S. in National Resource Strategy from the Eisenhower School at National Defense University, an A.B. in Biological Sciences from Smith college and holds an active Department of Defense security clearance and NACD.DC Directorship Certification.
Joe Driscoll, Director Joe Driscoll is a mining executive with more than 38-years of progressive leadership experience across the global mining industry. He has held senior operational and executive roles spanning mining project startup, sustained operations, development, and mine closure for leading companies including Barrick and Newmont. His technical expertise includes both underground and surface mine operations.
Most recently, Joe served as Senior Vice President and Mining Sector Leader for AECOM where he led global mining consulting services with a focus on ESG compliance, underground mine infrastructure, and integrated design-build project delivery. Prior to AECOM, he was Vice President, Mining at Golder and Associates supporting major mining clients in underground mine feasibility studies and project execution. Joe holds a Bachelor of Science.in Mining Engineering from Montana Technological University.
He is a Distinguished Fellow of the Society of Mining, Metallurgy, and Exploration (SME) and has served on multiple industry and academic boards including Gold Resources Corporation, SME, Montana Tech, Colorado School of Mines Advisory Board, and the National Mining Hall of Fame. Stephen Gottesfeld, Director Stephen Gottesfeld is an accomplished mining executive with nearly 30 years of global industry experience. He has extensive mining expertise in legal, environmental, sustainability, and governance matters across global exploration, project development, mine operations, and closure.
Stephen spent more than 25 years with Newmont Corporation where he served on the Executive Leadership Team for nearly a decade, including as Executive Vice President, Chief Sustainability and External Affairs Officer, and as Executive Vice President, General Counsel and Corporate Secretary, until his retirement in 2022. Prior to Newmont, Mr. Gottesfeld was an attorney at Holland & Hart, LLP. He currently serves as a strategic advisor to Resolve, an independent NGO that delivers solutions to social, health, and environmental challenges, and its affiliate, Regeneration, which focuses on re-mining, reprocessing, and mine site restoration.
His prior Board experience includes Continental Gold, the Colorado Mining and National Mining associations, and the Board of Trustees of the Colorado Legal Aid Foundation. Stephe currently serves on the board of i-80 Gold. He holds a Juris Doctor from the University of Denver College of Law, a Masters in International Affairs from the University of Denver's Graduate School of International Studies (Korbel School), and a Bachelor of Arts in Economics from Colorado College.
Christopher Park, Interim CFO Christopher Park is CFO of Cambria Gold Mines and is a Chartered Professional Accountant and seasoned finance executive with more than 25 years of experience which includes over two decades in the mining sector with companies ranging from grassroots exploration to producers. He has led the finance function in organizations through transformational phases including mine constructions within North America. Mr. Park began his career in public accounting before entering the resource sector.
His career includes executive roles with accountability for finance, strategic planning and corporate restructuring. He has held numerous positions with publicly listed mining companies and recently served as Chief Financial Officer of Northern Vertex, Northern Graphite and Northstar Clean Technologies during critical phases of their development. Transaction Financing In connection with the Transaction, Cambria and ECC4 intend to complete a brokered private placement financing of subscription receipts of Cambria Subco (the " Subscription Receipts ") on or prior to the closing of the Transaction (the " Transaction Financing ") for gross proceeds of up to US$100 million, at a price anticipated to be not less than US$10.00 per Subscription Receipt.
In connection with the Transaction Financing, Cambria has entered into an engagement letter with Canaccord Genuity Corp., as lead agent, on behalf of itself and a syndicate of agents to be formed (the " Agents "), pursuant to which the Agents will offer for sale the Subscription Receipts on a "best efforts" agency basis. The Agents will receive a cash commission equal to 6.0% of the aggregate proceeds of the Transaction Financing (2.0% in respect of sales to President's List purchasers). The Company shall issue to the Agents warrants exercisable at any time from the satisfaction of the escrow release conditions to the day that is 24 months from the satisfaction of the escrow release conditions, to acquire in aggregate that number of common shares of Freedom Copper which is equal to 6.0% (2.0% in respect of sales to President's List purchasers) of the number of Subscription Receipts issued under the Transaction Financing.
The Subscription Receipts issued pursuant to the Transaction Financing will convert into Freedom Copper securities upon closing of the Transaction. Additional definitive terms and conditions of the Transaction Financing will be determined in the context of the market. All funds raised and Agents' fees payable in connection with the Transaction Financing will be held in escrow and released to Freedom Copper and the Agents, as applicable, only upon closing of the Transaction.
Following completion of the Transaction, the net proceeds raised under the Transaction Financing will be used to advance the Mt. Margaret Project and for general working capital purposes. The securities referenced herein have not been registered under the United States Securities Act of 1933, as amended. This news release does not constitute an offer of securities for sale in the United States.
The securities referenced herein may not be offered or sold in the United States absent registration or an exemption from registration. Qualified Person The scientific and technical information within this news release was reviewed and approved by Blaine Smit, P.Geo. Vice President Exploration for Cambria Gold Mines Inc. Mr. Smit is a non-independent "Qualified Person" as defined under NI 43-101 - Standards of Disclosure for Mineral Projects.
About Cambria Gold Mines Cambria Gold Mines is a Canadian mining company headquartered in Vancouver, British Columbia, and its shares trade on the TSXV under the ticker CAMB and on the OTCQX Market with the ticker CAMVF. Cambria is the 100% owner of the Premier Gold mine and Red Mountain Gold Project that are located on Nisga'a Nation Treaty Lands, in the prolific Golden Triangle of northwestern British Columbia. For more information about the Company, please refer to the Company's profile on SEDAR+ at www.sedarplus.ca or visit the Company's web site at www.cambriagold.com .
About ECC4 ECC4 is a capital pool company incorporation under the laws of British Columbia and listed on the TSXV. ECC4 has no commercial operations and no assets other than cash. ECC4 was formed for the purpose of completing a Qualifying Transaction.
For more information about ECC4, please refer to ECC4's profile on SEDAR+ at ww.sedarplus.ca. About Ascot USA Inc. Ascot US is a private company incorporated pursuant to the laws of Washington State. As of December 31, 2025 (unaudited), Ascot US had assets of C$5,424,433, liabilities of C$5,743,042, a working capital position of approximately C$nil, and had incurred a net loss of C$6,648 and had C$nil revenue during the period.
Additional Information Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
In accordance with the policies of the TSXV, trading in ECC4 shares has been halted and is not expected to resume trading until completion of the Transaction or until the TSXV receives the requisite documentation to resume trading. A subsequent press release will be issued which will include further details regarding the biographies of the Freedom Copper management team and board and will also include certain summary financial information of Ascot USA Inc. as required under Policy 2.4 of the TSXV. For further information, contact: Cambria Gold Mines Inc. Robert McLeod CEO and Director Email: info@cambriagold.com Phone: 778-725-1060 and: Sam Brezden Email: sam.brezden@cambriagold.com Phone: 236-838-1840 and: Cleve Ruekert Email: crueckert@cambriagold.com Or visit: https://cambriagold.com/ ECC Ventures 4 Corp. Doug McFaul, CEO Email: dmcfaul@emprisecapital.com Phone: 778-331-8505 Cautionary Statements : NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Cautionary Statement Regarding Forward-Looking Information All statements and other information contained in this press release about anticipated future events may constitute forward-looking information under Canadian securities laws (" forward-looking statements "). Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "targeted", "outlook", "on track" and "intend" and statements that an event or result "may", "will", "should", "could", "would" or "might" occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein are forward-looking statements, including statements relating to: the terms and completion of the Transaction and the Transaction Financing; the mailing of the Circular; the date of the Meeting; Cambria obtaining shareholder approval, Court approval and TSXV approval of the Arrangement; the completion of the name change of Freedom Copper; the benefits of the proposed Arrangement, including the unlocking of value for the Company's shareholders and the listing status of the common shares of Freedom Copper; and future plans, development and operations of the Company and Freedom Copper.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, risks relating to transactions of the nature of the Transaction and the Transaction Financing; negative operating cash flows of the Company; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; environmental compliance; risks related to outstanding debt; uncertainty of estimates and projections relating to development, production, costs and expenses, and health, safety and environmental risks; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need to obtain additional financing to finance operations and uncertainty as to the availability and terms of future financing; social media and reputation; negative publicity; human rights; business objectives; shortage of personnel; health and safety; the possibility of delay in future plans and uncertainty of meeting anticipated program milestones; claims and legal proceedings; information systems and cyber security; internal controls; violation of anti-bribery or corruption laws; competition; tax considerations; compliance with listing standards; enforcement of civil liabilities; financing requirement risks; market price volatility of the common shares; uncertainty as to timely availability of permits and other governmental approvals; the need for exchange approval, and other regulatory approvals and other risk factors as detailed from time to time in each party's respective filings with Canadian securities regulators, available on such party's profile on SEDAR+ at www.sedarplus.ca. Forward-looking statements are based on assumptions made with regard to: market conditions remaining favourable to completing the Transaction and the Transaction Financing; the estimated costs associated with the care and maintenance plans; the tax rate applicable to the Company; future commodity prices; the grade of mineral resources and mineral reserves; labor and materials costs increasing on a basis consistent with the Company's current expectations, the ability of the Company to convert inferred mineral resources to other categories; the ability of the Company to reduce mining dilution; the ability to reduce capital costs; the ability of the Company to raise additional financing; currency exchange rates being approximately consistent with current levels, compliance with the covenants in Cambria's credit agreements; exploration plans; and general marketing, political, business and economic conditions. Forward-looking statements are based on estimates and opinions of management at the date the statements are made.
Although the parties believe that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the parties can give no assurance that such expectations will prove to be correct. The parties do not undertake any obligation to update forward-looking statements, other than as required by applicable laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement. 1  Taylor, J.D., 1980, Margaret project status report: Duval Corporation report (unpublished).
Available in the Washington Department of National Resources Archives NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION THROUGH UNITED STATES WIRE SERVICES To view the source version of this press release, please visit https://www.newsfilecorp.com/release/304318 Newsfile Corp. July 7, 2026 - 2:00 PM PDT News by QuoteMedia www.quotemedia.com
