Fancamp completes spin-out and $5.5M financing in Goldera | Strikepoint News
CorporateFancamp Exploration Ltd. (TSXV:FNC)July 30, 2026 at 7:00 AM EDT
Fancamp completes spin-out and $5.5M financing in Goldera
Source:GlGlobe Newswire
goldcopperenergy_transition
Key facts
C$5.5M PP
C$0.2/unit
+1 wt @ C$0.3
Jul 30 close
VANCOUVER, British Columbia, July 30, 2026 (GLOBE NEWSWIRE) -- Fancamp Exploration Ltd. (“ Fancamp ”)(TSX Venture Exchange: FNC ) and Goldera Exploration Ltd. (“ Goldera ”) (TSX Venture Exchange: GERA ) are pleased to announce that effective as of July 30, 2026, Fancamp and Goldera have closed their previously announced spin-out transaction by way of court approved plan of arrangement (the “ Arrangement ”) under the Business Corporations Act (British Columbia) pursuant to which all of Fancamp’s core exploration assets (the “ Exploration Assets ”) were spun-out into Goldera. Key Transaction Highlights Spin-Out Completed: Fancamp’s Exploration Assets have been spun-out into Goldera and Goldera is now a separate “reporting issuer” in British Columbia, Alberta, Ontario and Quebec. Concurrent Financing Completed: Goldera has completed the previously announced Concurrent Financing (as defined below) for gross proceeds of approximately $5.5 million.
Goldera Listing and Trading: The common shares of Goldera (“ Goldera Shares ”) will be listed on the TSX Venture Exchange (the “ TSX-V ”) and are expected to commence trading on the TSX-V under the symbol GERA at market open on August 5, 2026. Fancamp Name Change: Fancamp has changed its name to ERDA Resource Opportunities Inc. , with its common shares (the “ ERDA Shares ”) expected to commence trading on the TSX-V under the symbol ERDA at market open on August 5, 2026. The Arrangement was approved by way of a special resolution of the shareholders of Fancamp (“ Fancamp Shareholders ”) at the annual general and special meeting of Fancamp Shareholders held on July 24, 2026, and by a final order granted by the Supreme Court of British Columbia on July 29, 2026.
Concurrent with the completion of the Arrangement, Goldera successfully completed its previously announced Concurrent Financing of approximately $5.5 million to support the advancement of its exploration portfolio comprised of the Exploration Assets. “I would like to thank our shareholders for their overwhelming support of the spin-out transaction and Fancamp’s transition to an investment issuer. This transaction marks a significant milestone in our strategy to unlock shareholder value by creating two focused public companies: ERDA, a capital-light resource investment and royalty platform, and Goldera, a dedicated exploration company with a portfolio of prospective Canadian mineral assets.
We believe this structure enhances strategic focus, improves market visibility and creates a stronger platform for long-term growth. Effective August 5, 2026, Fancamp will continue its evolution under the name ERDA Resource Opportunities Inc. and begin trading on the TSX Venture Exchange under the symbol ‘ERDA’. The ERDA name reflects our strategic focus as a resource investment and royalty company, while our commitment to disciplined capital allocation, value creation and long-term shareholder returns remains unchanged.” – Rajesh Sharma, President, CEO & Director, Fancamp Exploration Ltd. Pursuant to the Arrangement, Fancamp Shareholders exchanged each of their common shares of Fancamp for one new common share of Fancamp (a “ Fancamp Share ”) and 1/7th of a common share of Goldera (a “ Goldera Share ”), for a total of 34,749,514 Goldera Shares being issued to Fancamp Shareholders under the Arrangement.
On completion of the Arrangement and the conversion of the Subscription Receipts (as defined below), Fancamp held approximately 17.7% of the issued and outstanding Goldera Shares, with Fancamp Shareholders maintaining their interest in Fancamp and obtaining a proportionate interest in Goldera. One-half of all of the Goldera Shares issued to the Fancamp Shareholders under the Arrangement (the “ Restricted Goldera Shares ”) are subject to contractual restrictions on resale or transfer pursuant to the terms of the arrangement agreement entered into between Fancamp and Goldera dated May 28, 2026, to be released from such restrictions in accordance with the following schedule: (i) 10% of the Restricted Goldera Shares shall be released on January 30, 2027; (ii) 20% of the Restricted Goldera Shares shall be released on July 30, 2027; and (iii) 20% of the Restricted Goldera Shares shall be released on January 30, 2028. Goldera has obtained final approval from the TSX Venture Exchange (the “ TSX-V ”) for the listing of the Goldera Shares on the TSX-V.
The Goldera Shares will commence trading on the TSX-V as of market open on August 5, 2026, under the symbol “ GERA ”. The CUSIP for the Goldera Shares is “38090R101”. Readers are encouraged to refer to Goldera’s Form 2B Listing Application dated July 29, 2026 which can be found under Goldera’s profile on SEDAR+ at www.sedarplus.ca for further details on Goldera and the Arrangement.
The Goldera Financing In connection with the Arrangement, Goldera has completed the previously announced non-brokered private placement of subscription receipts of Goldera (the “ Concurrent Financing ”) for total aggregate gross proceeds of $5,499,371 . Under the Concurrent Financing, Goldera issued a total of: (i) 14,395,000 subscription receipts of Goldera (the “ Non-FT Subscription Receipts ”) at a price of $0.20 per Non-FT Subscription Receipt; (ii) 5,740,744 flow-through subscription receipts of Goldera (the “ FT Subscription Receipts ”) at a price of $0.23 per FT Subscription Receipt; and (iii) 5,000,000 charity flow-through subscription receipts of Goldera (the “ Charity FT Subscription Receipts ”, and together with the Non-FT Subscription Receipts and the FT Subscription Receipts, the “ Subscription Receipts ”) at a price of $0.26 per Charity FT Subscription Receipt. The successful completion of the Concurrent Financing represents an important milestone for Goldera as it enters the public markets.
With approximately $5.5 million in gross proceeds, Goldera is well positioned to advance exploration at its flagship Egan Gold mineral project in Ontario's Abitibi Greenstone Belt and the Acadian Gold Corp. joint venture in New Brunswick’s emerging gold-copper district. Goldera is encouraged by the strong support received from existing Fancamp Shareholders, including Ashwath Mehra and Rick Rule, as well as participation from new investors who recognize the potential of Goldera’s exploration portfolio. The escrow release conditions in respect of the Subscription Receipts were satisfied on July 29, 2026, and the Subscription Receipts automatically exchanged for: (i) in the case of the Non-FT Subscription Receipts, 14,395,000 Goldera Shares and 14,395,000 common share purchase warrant of Goldera (each, a “ Warrant ”); (ii) in the case of the FT Subscription Receipts, 5,740,744 Goldera Shares that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada)(the “ Tax Act ”) (each, a “ FT Share ”) and 5,740,744 Warrants that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Tax Act (each, a “ FT Warrant ”); and (iii) in the case of the Charity FT Subscription Receipts, 5,000,000 FT Shares and 5,000,000 FT Warrants that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Tax Act.
An amount equal to the gross proceeds from the sale of the FT Subscription Receipts and the Charity FT Subscription Receipts will be used by Goldera to incur (or be deemed to incur) eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures,” as such terms are defined in the Tax Act (the “ Qualifying Expenditures ”) on or before December 31, 2027. All Qualifying Expenditures will be renounced in favour of the applicable subscribers effective December 31, 2026. Each Warrant and FT Warrant entitles the holder thereof to purchase one (1) non-flow-through Goldera Share at an exercise price of $0.30 for a period of three (3) years from the date of issuance thereof.
The Warrants are subject to an accelerated expiry upon thirty (30) business days’ notice from Goldera in the event the closing price of the Goldera Shares on the TSX-V is equal to or above a price of $0.50 per Goldera Share for fourteen (14) consecutive trading days any time after closing of the listing of the Goldera Shares on the TSX-V (the “ Accelerated Expiry Provision ”). Goldera will use the net proceeds from the Concurrent Financing to fund exploration of the Exploration Assets and for general corporate and working capital purposes. In connection with the Concurrent Financing, Goldera: (i) paid finders’ fees in cash to certain finders (each, a “ Finder ”) equal to $117,562; and (ii) issued to the Finders a total of 554,314 non-transferable finder’s warrants (“ Finder’s Warrants ”) in connection with the Subscription Receipts placed by the Finder.
Each Finder’s Warrant entitles the holder thereof to acquire one (1) Goldera Share at an exercise price of $0.30 per Goldera Share for a term of three (3) years from the date of issuance thereof (subject to the Accelerated Expiry Provision). Investment Issuer Listing: Fancamp becomes ERDA Resource Opportunities Inc. Concurrently with the Arrangement, Fancamp concluded its previously announced “change of business” from a TSX-V Tier 2 Mining Issuer to a TSX-V Tier 2 Investment Issuer pursuant to TSX-V Policy 5.2 – Changes of Business and Reverse Takeovers (the “ Change of Business ”). The Change of Business is intended to allow Fancamp to focus on its existing investments in the natural resources sector, with the mandate of growth, monetization, and expansion of its portfolio, with a focus on scale through strategic acquisitions while maintaining a capital light business model.
To better reflect the new focus and activities of Fancamp, Fancamp has changed its name to “ ERDA Resource Opportunities Inc. ” (“ ERDA ”). The ERDA Shares will commence trading on the TSX-V as of market open on August 5, 2026, under the symbol “ ERDA ”. The CUSIP for the ERDA Shares is “268848108”.
The Arrangement, combined with the Change of Business, was undertaken to unlock value, enhance focus and market recognition as well as provide Fancamp Shareholders with ownership across two distinct growth platforms. The completion of the Arrangement and the Change of Business resulted in the creation of two separate, focused and well-capitalized entities, ERDA, with a proven track record of identifying overlooked and undervalued investment opportunities in the mineral resource sector, and Goldera, an exploration focused company with strategic interests in high potential mineral projects. Readers are encouraged to refer to Fancamp’s management information circular dated June 11, 2026, which can be found under Fancamp’s profile on SEDAR+ at www.sedarplus.ca for further details on the Change of Business.
About ERDA Resource Opportunities Inc. (TSX-V: ERDA) ERDA Resource Opportunities Inc. (TSXV: ERDA) is a Canadian resource investment and royalty company focused on generating long-term shareholder value through strategic investments, royalties and financial instruments across the mining sector. ERDA maintains a diversified portfolio of marketable securities, royalty interests, cash-generating assets and strategic investments while pursuing new accretive opportunities across multiple commodities and jurisdictions. Further information on ERDA can be found at: www.fancamp.ca or www.erdaopportunities.com About Goldera Exploration Ltd. (TSX-V: GERA) Goldera Exploration Ltd. (TSX-V: GERA) is a discovery-driven Canadian gold and copper exploration company advancing a portfolio of high-potential exploration assets across Canada's premier mining districts.
Created through the spin-out of Fancamp Exploration Ltd.’s exploration portfolio, Goldera is focused on unlocking value through systematic exploration of district-scale gold and copper projects in Ontario, Québec and New Brunswick, with interests in the Yukon, supported by an experienced technical and capital markets team. Further information on Goldera can be found at: www.golderaexploration.com For Further Information Cautionary Note Regarding Forward-Looking Information Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to: statements or information with respect to the terms of the Arrangement and the Change of Business; the benefits of the Arrangement and the Change of Business; and the use of proceeds from the Concurrent Financing.
Often, but not always, forward-looking statements or information can be identified by the use of words such as “will,” “plans” or variations of those words, or statements that certain actions, events or results “will,” “could” or are “intended to” be taken, occur or be achieved. With respect to forward-looking statements and information contained herein, Fancamp and Goldera have made numerous assumptions including among other things, assumptions with respect to the benefits of the Arrangement and the Change of Business; the performance of the portfolio of securities held by Fancamp; economic conditions; mineral prices; and anticipated costs and expenditures. The foregoing list of assumptions is not exhaustive.
Although management of both Fancamp and Goldera believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause Fancamp’s or Goldera’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: the market valuing Fancamp and Goldera in a manner not anticipated by Fancamp and Goldera; unanticipated costs, expenses or liabilities associated with the Arrangement and the Change of Business; risks associated with the business of the companies; business and economic conditions in the mining industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions (including with respect to the tonnage, grade and recoverability); risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government or regulatory approvals, industrial disturbances or other job actions, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; changes in laws (including regulations respecting mining concessions); and other risk factors as detailed from time to time in the Fancamp’s continuous disclosure documents filed with Canadian securities administrators, the management information circular dated June 11, 2026 filed by Fancamp in connection with its annual general and special meeting of shareholders held on July 24, 2026 and Goldera’s Form 2B Listing Application.
Fancamp and Goldera do not undertake to update any forward-looking information, except in accordance with applicable securities laws. 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 30, 2026 - 4:00 AM PDT News by QuoteMedia www.quotemedia.com
