Star Metro - Camino Announces $5.0 Million Brokered Private Placement of Units and Concurrent $9.5 Million Non-Brokered Private Placement of Convertible Debentures

VANCOUVER, BC / ACCESS Newswire / August 6, 2026 / Camino Minerals Corporation (TSXV:COR)(OTC PINK:CAMZF) ("Camino" or the "Company") is pleased to announce a private placement consisting of (i) a brokered private placement of up to 12,000,000 units of the Company (the "Units") at a price of C$0.42 per Unit for gross proceeds of up to C$5.04 million (the "Brokered Offering"), and (ii) a non-brokered private placement of unsecured convertible debentures ("Convertible Debentures") for gross proceeds of up to C$9.5 million (the "Non-Brokered Debentures Offering"), for aggregate gross proceeds of up to C$14.5 million (collectively, the "Offering"). Each Unit will be comprised of one common share of the Company (each, a "CommonShare") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable for a period of 2 years from the Closing Date (as defined below), to purchase one additional Common Share (a "Warrant Share") at an exercise price of C$0.55 per Warrant Share, provided the Warrants may not be exercised for a period of 60 days from the Closing Date. The Company has entered into an agreement with Paradigm Capital Inc. ("Paradigm") and Raymond James Ltd. (collectively, the "Agents") pursuant to which the Agents will act as co-lead agents and co-bookrunners , in connection with the Brokered Offering.

Brokered Offering

The Brokered Offering will be conducted pursuant to the terms of an agency agreement to be entered into between the Company and the Agents on or prior to the closing date of the Offering (the "Closing Date"). In connection with the Offering, the Agents will be paid a cash commission equal to 6.0% of the gross proceeds of the Brokered Offering, including any proceeds raised upon exercise of the Agents' Option (as described and defined below). The Agents will also receive, on the Closing Date, broker warrants ("Broker Warrants") entitling the Agents to acquire that number of Common Shares (the "Compensation Shares") as is equal to 6.0% of the number of Units issued pursuant to the Brokered Offering, including upon the exercise of the Agents' Option. Each Broker Warrant will entitle the holder thereof to acquire one Compensation Share at an exercise price of C$0.42 per Compensation Share, for a period of 24 months following the Closing Date.

The Company has granted the Agents an option (the "Agents' Option") to sell up to that number of additional Units equal to 15% of the Brokered Offering, for additional gross proceeds of up to C$756,000, exercisable, by notice in writing to the Company, at any time not less than 48 hours prior to the Closing Date.

The Units (including any additional Units to be issued upon exercise of the Agents' Option) issued under the Brokered Offering will be offered for sale to purchasers resident in each of the provinces in Canada (other than Quebec) pursuant to the "listed issuer financing" exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"). The Units may also be offered to qualified investors in the United States through the Agents' respective U.S. broker-dealer affiliates, in compliance with applicable U.S. securities laws, and it is expected that any sale of Units in the United States will be made to "Accredited Investors" pursuant to Rule 506 of Regulation D (including "Qualified Institutional Buyers" as defined in Rule 144A who are also "Accredited Investors") adopted by the United States Securities and Exchange Commission under the United Securities Act of 1933, as amended (the "U.S. Securities Act").

There is an offering document (the "Offering Document") related to the Brokered Offering that can be accessed under the Company's issuer profile at www.sedarplus.ca and at the Company's website at www.caminocorp.com. Prospective investors in the Brokered Offering should read the Offering Document before making any investment decision.

The net proceeds from the Brokered Offering will be used for satisfying the joint venture cash calls in respect of the Puquios Copper Project, for exploration and drilling at Costa de Cobre Project in Peru, and for exploration and permitting at the Company's other mineral projects located in Peru, as well as for general and administrative expenses and unallocated working capital purposes over a period of 12 months following closing of the Brokered Offering.

Non-Brokered Debentures Offering

The Convertible Debentures are being issued to refinance certain amounts payable in relation to the acquisition of the Puquios Project as described further below.

The Convertible Debentures will be issued in denominations of C$1,000 and will bear interest at a rate of 10.0% per annum, capitalized quarterly in arrears on the last day of each calendar quarter (with such interest to be automatically capitalized into the principal amount of the Convertible Debentures) and payable on the Maturity Date (as defined below). Unless earlier repaid or converted, the outstanding principal and accrued and unpaid interest on the Convertible Debentures shall be due and payable 36 months following the closing of the Offering (the "Maturity Date").

The Convertible Debentures will be convertible at any time prior to the date that is five years from the issuance date thereof, at the option of the holder, into Common Shares at a conversion price of C$0.48 per Common Share, subject to adjustment for share splits, consolidations and similar events occurring after the issuance date thereof.

The Convertible Debentures contain other customary provisions (including with respect to events of defaults) as are customary for transactions of such nature. The Company also has a right to prepay the outstanding principal amount in whole (and not in part), subject to certain specified conditions, including the payment in cash of all accrued and uncapitalized interest outstanding at such time, and the payment of a specified make-whole cash amount to account for the early repayment right.

The Convertible Debentures will be offered pursuant to relevant prospectus or registration exemptions in accordance with applicable laws in such jurisdiction(s) as may be determined by the Company, in its sole discretion. The net proceeds from the Offering will be used to satisfy: (i) certain deferred contingent payments payable to or as directed by Santiago Metals Investment Holdings II SLU and Santiago Metals Investment Holdings II-A LLC (together, the "Vendors") under the share purchase agreement dated October 4, 2024 (as subsequently amended) among, inter alios, Camino, the Vendors, and Nittetsu Mining Co., Ltd; (ii) certain extension fees payable to Santiago Metals II Upper Holdco LLC ("Santiago Holdco"), a company owned by a fund advised by Denham Capital Management LP; and (iii) the principal amount and all accrued but unpaid interest under a term loan outstanding pursuant to a loan agreement dated April 16, 2025 between the Company and Santiago Holdco.

Closing of the Offering remains subject to the approval of the TSX Venture Exchange (the "Exchange"), and is expected to occur on or about August 26, 2026 or such other date or dates as the Company may determine (in the case of the Brokered Offering, jointly with the Agents, and in the case of the Non-Brokered Debentures Offering, jointly with Santiago Holdco).

MI 61-101 and TSXV Policy 5.9

It is anticipated that Santiago Holdco, a company owned by a fund advised by Denham Capital Management LP, a significant shareholder of the Company exercising control and direction over approximately 40.8% of the issued and outstanding Common Shares, will acquire all of the Convertible Debentures to be issued pursuant to the Non-Brokered Debentures Offering. Such participation will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange (which incorporates the requirements of MI 61-101). However, such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the securities to be acquired by insiders of the Company, nor the consideration for the securities paid by insiders, exceed 25% of the Company's market capitalization for the purposes of MI 61-101.

The exact extent of participation by insiders of the Company in the Non-Brokered Debentures Offering was not determined sufficiently in advance of the anticipated closing date thereof, and accordingly, the Company expects to file a material change report relating to the Non-Brokered Debentures Offering less than 21 days from closing of the Non-Brokered Debentures Offering, which is reasonable and necessary in the circumstances to meet the Company's business and capital requirements.

About Camino

Camino is a discovery and development stage copper exploration company. The Company has entered into a joint venture partnership with Nittetsu Mining Co., Ltd. to advance the construction-ready Puquios copper project in Chile toward development and production. Camino is advancing its IOCG Costa de Cobre copper project located in Peru through to resource delineation and development, and to add new discoveries. Camino has also permitted the Maria Cecilia copper porphyry project for exploration discovery drilling to add to its NI43-101 resources. In addition, Camino has increased its land position at its copper and silver Plata Dorada project. Camino seeks to acquire a portfolio of advanced copper assets that have the potential to deliver copper into an electrifying copper intensive global economy. For more information, please refer to Camino's website at www.caminocorp.com.

Cautionary Notes

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable Canadian and United States securities laws, including, but not limited to, the Offering (including the anticipated use of proceeds from the Offering, the quantum and anticipated closing of the Offering, the receipt of the Exchange's approval of the Offering, and the expected exemption(s) to be relied on for any requirements in MI 61-101 for any related party transaction component in the Offering). The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information. The forward-looking information is based on reasonable assumptions and estimates of the management of the Company at the time such statements were made and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including risks associated with changes in regulations; political or economic developments; capital expenditures; future capital needs and uncertainty of additional financing; the need for the Company to manage its future strategic plans; global economic and financial market conditions; uninsurable risks; changes in the Company's business and operations as its plans and prospects continue to be evaluated; and other risks inherent in the Company's business (including, that actual results of the Company's exploration activities may be different than those anticipated by management; the Company may not realize the benefits of joint ventures and/or strategic partnerships; the Company may be unable to obtain or may experience delays in obtaining required permits, authorizations and approvals; operational and technical risks inherent in exploration; risks related to third‑party infrastructure development and timing; and risks related to the state of equity and commodity markets). Although the Company believes that the expectations and assumptions on which such forward-looking information are based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Since forward-looking information 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. Readers are cautioned that the foregoing factors are not exhaustive. The forward-looking information included in this news release are expressly qualified by this cautionary statement. The forward-looking information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The securities described herein have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.  

SOURCE: Camino Minerals Corp.

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