Fancamp advances Goldera spin-out and strategic settlement

VANCOUVER, British Columbia, July 09, 2026 (GLOBE NEWSWIRE) -- Fancamp Exploration Ltd. (“ Fancamp” or the “ Corporation ”) (TSX Venture Exchange: FNC ) is pleased to provide shareholders with an update on several significant corporate initiatives that continue to advance its strategy of unlocking shareholder value through the development of two focused companies: a royalty and strategic investment platform through Fancamp, to be renamed as Erda Resource Opportunities Inc. (“ Erda ”) and a dedicated exploration company through Goldera Exploration Ltd. (“ Goldera ”). The Corporation will hold its annual general and special meeting (“AGM”) on July 24, 2026, at 11:00 a.m. Eastern Time. Fancamp continues to advance the previously announced spin-out of its exploration assets into Goldera, which remains on track to finalize a TSX Venture Exchange listing by the end of July 2026, subject to applicable regulatory and exchange approvals.

In support of the proposed spin-out, Goldera is completing a financing that has attracted participation from several notable Fancamp shareholders, including Rick Rule and Ashwath Mehra. Exploration activities have now commenced at both the Egan Gold Project in Ontario and the Acadian Gold Joint Venture in New Brunswick, positioning Goldera with an active portfolio and multiple exploration catalysts as it enters the public markets. Management believes the proposed separation will create two distinct and complementary investment opportunities, enhancing the visibility of underlying asset value while providing shareholders with exposure to both near-term exploration success and a growing portfolio of royalties, investments, and cash-flow opportunities.

Fancamp is also pleased to announce that the Corporation and its wholly-owned subsidiary Goldera have entered into a settlement agreement (the “ Settlement Agreement ”) with Lode Gold Resources Inc. (“ Lode Gold ”), Gold Orogen Resources Corp. (“ Gold Orogen ”) and Gold Orogen Exploration Corp. (“ Gold Orogen SubCo ”), a wholly-owned subsidiary of Gold Orogen.   This Settlement Agreement resolves the litigation initiated by Fancamp by way of a notice of civil claim in the Supreme Court of British Columbia on February 4, 2026 regarding obligations under the August 26, 2024 Investment Agreement governing the advancement of the McIntyre Brook and Riley Brook gold properties in New Brunswick through Acadian Gold Corp. ("Acadian"). The settlement strengthens Goldera's ownership position in Acadian while providing meaningful technical participation in the advancement of the Yukon exploration assets. Pursuant to the terms of the Settlement Agreement, among other matters agreed to amongst the parties thereto, subject to the receipt of approval of the TSX Venture Exchange (the “ TSX-V ”), as applicable, the parties have agreed as follows: Fancamp, or at Fancamp’s election, Goldera, shall purchase from Gold Orogen an aggregate of 2,500,000 units of Gold Orogen (“ Units ”) at a price of $0.08 per Unit for a total subscription price of $200,000 (the “ Fancamp Subscription ”).

Each Unit shall consist of one (1) common share of Gold Orogen (each, a “ Gold Orogen Share ”) and one (1) common share purchase warrant of Gold Orogen (each, a “ Gold Orogen Warrant ”), with each Gold Orogen Warrant exercisable for one (1) Gold Orogen Share at an exercise price of $0.10 per share for a period of 36 months from the date of issuance thereof. Gold Orogen SubCo shall assign and transfer to Goldera, at the direction of Fancamp, such number of common shares of Acadian (the “ Acadian Shares ”) as is equal to 15% of the issued and outstanding Acadian Shares on such date as Fancamp or Goldera, as applicable, completes the Fancamp Subscription (the “ Acadian Share Transfer ”), subject to an outside date of August 15, 2026, after which, notwithstanding the non-completion of the Fancamp Subscription, provided that Fancamp / Goldera has deposited with Gold Orogen the entirety of the $200,000 representing the Fancamp Subscription, the Acadian Share Transfer shall be completed. The Acadian Share Transfer shall result in Goldera (when combined with the Acadian Shares held by Fancamp to be transferred by Fancamp to Goldera pursuant to the conveyance agreement between the parties) beneficially owning 65% of the issued and outstanding Acadian Shares.

Lode Gold and Gold Orogen shall jointly pay to Fancamp, or as directed by Fancamp, the sum of $93,261 in cash (the “ Settlement Payment ”) on or prior to October 31, 2026 (the “ Settlement Payment Deadline ”). In the event that Lode Gold or Gold Orogen, as appliable, fail to pay the Settlement Payment to Fancamp by the Payment Deadline, Gold Orogen shall cause Gold Orogen SubCo to assign and transfer to Goldera, at the direction of Fancamp, such number of Acadian Shares as is equal to 5% of the issued and outstanding Acadian Shares immediately following the payment deadline. Gold Orogen will establish a  Technical Advisory Committee  for the Yukon Properties, with  two committee members nominated by Fancamp / Goldera .

The committee will review and seek consensus on exploration programs and expenditures, participate in budget recommendations, and receive regular technical reporting. The parties thereto have agreed to mutually release and discharge each other and their respective successors, assigns, affiliates, officers, directors, employees and agents from any and all actions, claims or losses relating to or arising out of the Investment Agreement and the Claim. The Settlement Agreement is subject to the approval of the TSX-V, as applicable.

Deferred Share Unit Grant The Corporation also announces that it has granted an aggregate total of 1,500,000 deferred share units (“DSUs”) to one director of the Corporation pursuant to the Corporation’s Omnibus Equity Incentive Compensation Plan (the “Plan”). Each DSU entitles the recipient to receive one (1) common share of the Corporation upon settlement of the DSU. The DSUs awarded will fully vest on the first anniversary of the date of grant date, being July 6, 2027, and will settle on the DSU holder's termination of service with the Corporation.

For further information regarding the Plan, readers are encouraged to review the management information circular (the " Circular ") prepared for the Corporation’s annual general and special meeting of shareholders to be held on July 24, 2026, which includes a summary of the material terms of the Plan. The Circular is available under the Corporation’s profile on SEDAR+ ( www.sedarplus.ca ). About Fancamp Exploration Ltd. (TSX-V: FNC) Fancamp is a Canadian mineral exploration company focused on creating value through medium term growth and monetization opportunities with strategic interests in high potential mineral projects, a royalty portfolio, and exploration properties.

The Corporation is focused on an advanced asset play poised for growth and selective monetization with a portfolio of mineral claims across Ontario, Québec and New Brunswick, Canada; including copper, gold, zinc, titanium, chromium, strategic rare-earth metals and others. The Corporation has future monetization opportunities from its Koper Lake transaction in the highly sought-after Ring of Fire in Northern Ontario. Fancamp holds 96% interests in The Magpie Mines Inc., which owns the Magpie property, one of the world’s largest undeveloped hard rock titanium (+V) deposits, per USGS data.

Fancamp has investments in an existing iron ore operation in the Quebec-Labrador Trough, a rare earth elements company, NeoTerrex Minerals Inc., a copper–gold exploration company, PTX Metals Inc., in addition to an investment in a near term cash flow generating zinc mine, EDM Resources Inc. in Nova Scotia. The Corporation recently entered into option agreement with Harfang Exploration Inc. for the advancement of the Egan property, an exceptional gold asset in Ontario’s Abitibi greenstone belt. Fancamp is developing an energy reduction and titanium waste recycling technology with its advanced titanium extraction strategy.

The Corporation has newly incorporated a subsidiary, Goldera Exploration Ltd., as part of a strategic reorganization of the Corporation’s assets, pursuant to which it intends to spin out its interests in core exploration projects into Goldera, creating two distinct value-creating entities for its shareholders (refer to press releases dated December 1, 2025, and February 10, 2026). Further information on the Company can be found at:  www.fancamp.ca Forward-looking Statements Certain statements contained in this news release may constitute forward-looking statements within the meaning of applicable securities legislation. Forward-looking information in this news release may include statements about the receipt of TSX-V approval of the Settlement, the issuance of Acadian Shares and the payment of the Settlement Payment pursuant to the terms of the Settlement.

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. The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by the Corporation. Although the Corporation believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Corporation can give no assurance that they will prove to be correct.

Since forward-looking statements 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. These include, but are not limited to risks and uncertainties arising from any delay in, or inability to obtain, TSX-V approval of the Settlement, general business, economic, competitive, political and social uncertainties and other factors, many of which are beyond the control of the Corporation.

The forward-looking statements contained in this news release represent the Corporation’s expectations as of the date hereof, and are subject to change after such date. The Corporation 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 under applicable securities regulations. For Further Information Neither 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 news release.

Globe Newswire July 9, 2026 - 4:00 AM PDT News by QuoteMedia www.quotemedia.com