TSX VENTURE COMPANIES
BULLETIN V2025-1156
CAMINO MINERALS CORPORATION ("COR")
BULLETIN TYPE: Reverse Takeover-Completed
BULLETIN DATE: April 22, 2025
TSX Venture Tier 2 Company
The TSX Venture Exchange (the "Exchange") has accepted for filing a share purchase agreement dated October 4, 2024 (as subsequently amended, the "Share Purchase Agreement") among Camino Minerals Corporation (the "Company"), Santiago Metals Investment Holdings II SLU ("Santiago Metals") and Santiago Metals Investment Holdings II-A LLC (together with Santiago Metals, the "Vendors"), Nittetsu Mining Co., Ltd. ("Nittetsu"), and Camino-Nittetsu Mining Chile SpA ("JVCO") which constitutes a reverse takeover for the Company (the "RTO"). The RTO resulted in JVCO (an entity existing under the laws of Chile in which Camino and Nittetsu each hold a 50% ownership interest) acquiring a 100% ownership interest in Cuprum Resources Chile SpA ("Cuprum"), which owns the Puquios Project located in the La Serena district, Region IV, Chile.
As partial consideration for the RTO (i) the Company issued to Santiago Metals an aggregate of 23,333,333 common shares in the capital of the Company (the "Common Shares"), at a deemed issue price of C$0.45; and (ii) Nittetsu delivered to the Vendors a cash payment in the amount of C$9,932,480.96 (such amount representing the remaining portion of the cash consideration payable to the Vendors under the terms of the Share Purchase Agreement, in the amount of C$9,900,000 plus $32,480.96 for the cash balance held by Cuprum). In accordance with the terms of the Share Purchase Agreement, the Vendors are also entitled to receive five contingent payments (collectively, the "Contingent Payments") of up to C$25,000,000 in the aggregate, as previously announced by the Company and also described in the management information circular of the Company dated February 12, 2025 (as amended effective March 6, 2025, the "Circular"). Up to 50% of each Contingent Payment may be settled in Common Shares, in accordance with the terms of the Share Purchase Agreement.
The RTO constituted a "Non-Arms' Length" transaction within the meaning of the policies of the Exchange and a "related party transaction" within the meaning of MI 61-101 - Protection of Minority Security Holders in Special Transactions. The Exchange has been advised that the RTO was approved by the shareholders of the Company at a special meeting held on March 31, 2025 and was completed on April 16, 2025.
For further information, see the Company's Circular and news releases dated June 27, 2024, October 7, 2024 and April 17, 2025 which are available under the Company's Profile on SEDAR+.
The Company is classified as a Mining company.
Capitalization: unlimited common shares with no par value of which
67,878,377 common shares are issued and outstanding
Escrowed: 28,167,135 common shares, 500,000 share purchase warrants and 1,333,334 stock options
Escrow Term: 3 years
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