MegumaGold Closes Acquisition of Canadian GoldCamps’ Canadian Assets
Joint News Release
Halifax, Nova Scotia / Vancouver, British Columbia, March 30, 2021 - MegumaGold Corp. (CSE: NSAU, OTC: NSAUF, FWB: 2CM2) (“MegumaGold”) and Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68) (“Canadian GoldCamps”) are pleased to announce that MegumaGold has completed its purchase of Canadian GoldCamps’ Canadian assets, as previously announced on January 6, 2021 and approved by Canadian GoldCamps shareholders on January 29, 2021 (the “Approval Date”). Pursuant to an asset purchase agreement dated January 4, 2021 (the “Agreement”), Canadian GoldCamps sold to MegumaGold all of its Canadian assets and a portion of its working capital associated with the Canadian assets, in exchange for an aggregate 82,966,803 common shares of MegumaGold issued at a deemed price of $0.105 per share for a total purchase price of $8,711,514.30 (the “Consideration”).
In accordance with the terms of the Agreement, MegumaGold issued 1.1 common shares in the capital of MegumaGold for each one (1) issued and outstanding share of Canadian GoldCamps as of November 16, 2020 (the “Exchange Ratio”). In addition, all outstanding options and warrants of Canadian GoldCamps that have not been duly exercised prior to the Approval Date were exchanged for options and warrants, as the case may be, of MegumaGold, after giving effect to the Exchange Ratio and otherwise on the same terms and conditions as were applicable to such options and warrants immediately before the Approval Date.
Canadian GoldCamps’ intends to distribute the Consideration received from MegumaGold directly to its shareholders. All common shares of MegumaGold which are distributed to Canadian GoldCamps’ shareholders are subject to a four-month and one-day hold period commencing from the Approval Date.
About MegumaGold Corp.
MegumaGold Corp. (CSE: NSAU, OTC: NSAUF, FWB: 2CM2) is a Canadian junior gold exploration company engaged in the business of acquiring, exploring and developing natural resource properties. MegumaGold has centered its exploration focus on the developing Meguma formation of Nova Scotia. As a result, MegumaGold has assembled a strategically positioned, district-scale tenure position of 110,791 hectares within the Meguma Gold District. For additional information, please visit MegumaGold’s website: http://www.MegumaGold.com.
About Canadian GoldCamps Corp.
Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68) is a Canadian-based junior explorationstage company engaged in the evaluation, acquisition and exploration of lithium properties in Peru. For additional information, please visit Canadian GoldCamp’s website: https://www.goldcamps.ca/.
For more information, please contact:
Mr. Regan Isenor, Chief Executive Officer, MegumaGold Corp.
902-233-4381 [email protected] www.megumagold.com
Mr. Brendan Purdy, interim Chief Executive Officer, Canadian GoldCamps Corp.
604-687-2038 [email protected] www.goldcamps.ca
Forward-Looking Statements and Cautionary Language
All statements in this presentation, other than statements of historical fact, are "forward-looking information" with respect to MegumaGold and Canadian GoldCamps within the meaning of applicable securities laws including, without limitation economic estimates and any statements related to the proposed transaction, proposed board and management changes and shareholder and exchange approvals. MegumaGold and Canadian GoldCamps provide forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to exploration findings, results and recommendations, results of due diligence investigations, ability to raise adequate financing, shareholder and exchange approvals in respect of the transaction and unprecedented market and economic risks associated with current unprecedented market and economic circumstances, as well as those risks and uncertainties identified and reported in MegumaGold’s and Canadian GoldCamps’ public filings under its respective SEDAR profile at www.sedar.com. Although MegumaGold and Canadian GoldCamps have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. MegumaGold and Canadian GoldCamps disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.
The CSE has not approved or disapproved the contents of this news release or passed upon the merits of any of the transactions described herein, including the Transaction.
Neither the CSE nor its Regulation Services Providers (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.