Camino Announces a Private Placement of up to CAD$2.0 Million

VANCOUVER, BC / ACCESSWIRE / November 28, 2024 / Camino Minerals Corporation (TSXV:COR)(OTC PINK:CAMZF) ("Camino" or the "Company") is pleased to announce that, further to its news release dated October 7, 2024 regarding the Company's proposed joint acquisition of the Puquios copper project ("Puquios") in Chile and the financing referenced therein, it is arranging a non-brokered private placement to raise total gross proceeds of up to CAD$2,000,000 (the "Financing"). The Financing will consist of the issue of up to 57,142,857 common shares of the Company (each, a "Share") at a price per Share of CAD$0.035. The Company may pay finders' fees in connection with the Financing, in accordance with applicable securities laws. The Financing does not include any discount to the latest closing price of the Company's common shares or any attached warrants. The gross proceeds from the Financing will be allocated towards corporate working capital, legal expenses, engineering studies, and general administrative expenses and other expenses associated with closing the Puquios acquisition.

Denham Capital has committed CAD$500,000 as the lead order for this Financing. Separate Denham Capital-advised funds hold a shareholder interest in Camino of approximately 15% and Justin Machin, a Managing Director of Denham Capital, is also a member of the Camino board of directors. Additional commitments include CAD$200,000 from institutional investors and indicative orders of CAD$300,000 from other investors. Furthermore, the Company anticipates a strategic investment of up to CAD$1,000,000 from a prospective investor. The Company may receive commitments as part of the Financing from management, directors, and existing shareholders of Camino.

The participation in the Financing by related parties constitutes a "related party transaction" as defined under 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 (the "Exchange"). Pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and minority approval of the Company's shareholders in respect of the related party participation in the Financing due to the fair market value of the related party participation being below 25% of the Company's market capitalization for the purposes of MI 61-101.

All securities issued and sold under the Financing will be subject to a hold period expiring four months and one day from their date of issuance. Completion of the Financing remain subject to the receipt of all necessary regulatory approvals, including the approval of the Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

About Camino

Camino is a discovery and development stage copper exploration company. On October 7, 2024, Camino signed a Definitive Agreement to purchase the construction-ready Puquios copper mine in Chile. Camino is focused on developing copper producing assets such as Puquios, and advancing its IOCG Los Chapitos 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.

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.

Cautionary Note Regarding Forward Looking Statements: Certain disclosures in this release constitute forward-looking information. In making the forward-looking disclosures in this release, the Company has applied certain factors and assumptions that are based on the Company's current beliefs as well as assumptions made by and information currently available to the Company. Forward-looking information in the release includes the terms and conditions of the Financing, subscription commitments to the Financing, the use of proceeds of the Financing, the timing and ability of the Company to obtain final approval of the Financing from the TSX Venture Exchange, and an exemption being available under MI 61-101 and Policy 5.9 of the TSX Venture Exchange from the minority shareholder approval and valuation requirements. Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking information in this release is subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking information. Such risk factors include, among others, that actual results of the Company's exploration activities may be different than those expected by management, that the Financing may not be fully subscribed or completed on the terms described herein, that the Company may be unable to obtain or will experience delays in obtaining any required authorizations and approvals and the state of equity and commodity markets. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

SOURCE: Camino Minerals Corp