Camino Minerals Corporation and Nittetsu Mining Co., Ltd. signed a letter of intent to acquire Cuprum Resources Chile Ltda from funds managed by Denham Capital Management for CAD 45 million.

Camino Minerals Corporation (TSXV:COR) and Nittetsu Mining Co., Ltd. (TSE:1515) signed a letter of intent to acquire Cuprum Resources Chile Ltda from funds managed by Denham Capital Management for CAD 45 million on May 29, 2024. The consideration consisting of equal amounts of cash CAD 10 million and shares CAD 10 million), contingent payments with a value of CAD 25 million and a 1% net smelter return royalty. On June 26, 2024, Camino made a cash payment to the vendor pursuant to the LOI in the amount of CAD 100,000 for the exclusivity arrangement.

Based on the current terms set out in the LOI, Nittetsu is expected to provide the initial cash consideration of CAD 10 million, and Camino to provide initial share consideration of CAD 10 million, priced at a share price equal to the lesser of CAD 0.075 and the share price of a financing anticipated to be undertaken by the Company in connection with the Proposed Acquisition. Separate Denham-advised funds hold a shareholder interest in Camino of approximately 15% and Justin Machin, a Managing Director of Denham Capital, is a member of the Camino board. The principals and insiders of the Company post-closing of the Proposed Acquisition (including the Camino board composition) are yet to be determined, but the LOI contemplates certain Camino board representation rights granted to Denham Capital based on share ownership percentage thresholds beginning at 9.9%.

The Camino board representative of Denham Capital has and will continue to abstain from all deliberations and voting in respect of the Proposed Acquisition. The parties are working toward completion of definitive documentation for early Q3 2024. Completion of the acquisition is subject to due diligence, settlement of definitive agreements, Camino shareholder approval, TSXV and other regulatory approvals, satisfaction of certain permitting milestones and other customary conditions.

The Camino board representative of Denham Capital has and will continue to abstain from all deliberations and voting in respect of the Proposed Acquisition.