Fancamp Announces Joint Venture with Platinex Inc. to Develop Ontario Gold Assets

Fancamp Announces Joint Venture with Platinex Inc. to Develop Ontario Gold Assets

Fancamp Exploration Ltd. (" Fancamp " or the " Corporation ") (TSX Venture Exchange: FNC ) is pleased to announce that it has entered into a joint venture arrangement with Platinex Inc. (" Platinex ") ( CSE: PTX ) to facilitate advancing the exploration and development of certain gold mineral properties held by the parties located in Ontario (see attached map). As part of the contemplated transaction (the " Transaction "), Platinex and the Corporation will:

  1. transfer Fancamp's Heenan Mallard and Dorothy properties and Platinex's Shining Tree property to South Timmins Mining Inc. (" Goldco "), a wholly owned subsidiary of Platinex. Subsequent to the Transaction, Goldco will be held 25% by Fancamp and 75% by Platinex. Fancamp will have an option to increase its shareholding to 50% on the basis described below;
  2. enter into a shareholders' agreement in relation to the governance of Goldco's operation; and
  3. enter into a subscription agreement, whereby the Corporation will purchase 9.5% of the issued and outstanding shares of Platinex.

Completion of the Transaction is subject to approval of the TSX Venture Exchange.

Rajesh Sharma, President and Chief Executive Officer of Fancamp Exploration Ltd.

"Fancamp is pleased to join hands with Platinex by combining their respective   properties in the SW Abitibi Greenstone Belt, Canada's largest gold producing region.   This Transaction is a continuation of Fancamp's strategic process of creating value from its vast portfolio of mineral properties by either optioning out, entering joint venture or monetizing its assets. This joint venture provides an opportunity for scale and a potential for building a future mine   in a highly prospective gold district.   With Fancamp's strong balance sheet, the Corporation can continue to benefit from its financial flexibility to participate in such an accretive transaction which utilizes the strengths and synergy of the two companies."

Transaction Summary

The Transaction includes the following material components:

Property Transfers to Goldco

  • Platinex will transfer its district scale Shining Tree gold mineral properties located in the Shining Tree District of Ontario, consisting of 1,138 mining claims and one mining lease (the " Shining Tree Properties ") to Goldco in consideration for shares representing 75% of the issued and outstanding shares of Goldco. The Shining Tree Properties are situated between the Cote Gold development project of IAMGOLD and Sumitomo, and the Juby Project of Aris Mining, along the prospective Rideout Deformation Zone.
  • Fancamp will transfer its Heenan Mallard gold property located in the Swayze Greenstone Gold Belt adjacent to Côté Gold Deposit in Northern Ontario, consisting of 296 mining claims (the " Swayze Properties ") and the Dorothy Gold project adjacent to Dynasty Gold's Thundercloud Project in Northern Ontario, consisting of 70 mining claims (the " Dorothy Property "), to Goldco in consideration for shares representing 25% of the issued and outstanding shares of Goldco. The Swayze Properties are situated east of the Cote Gold project, along a splay of the Rideout Deformation Zone.
  • Fancamp will be granted a 1.0% net smelter return royalty (the " NSR Royalty ") in respect of the Swayze Properties and the Dorothy Property, subject to a decrease to 0.5% NSR Royalty should Fancamp elect to exercise the Option to acquire 50% of the issued and outstanding shares of Goldco, in accordance with the provisions of a royalty agreement to be entered into between the parties.

Shareholders' Agreement

  • Platinex and Fancamp will enter into a shareholders' agreement with respect to their respective interests in the share capital of Goldco (the " Shareholders' Agreement ").
  • Platinex will serve as the initial operator in respect of the mining activities to be conducted by Goldco.
  • Fancamp shall contribute $130,000 to Goldco in respect of the right and option to earn into the Shining Tree Gold Project in the Abitibi region of Ontario (the " Fancamp Financing) to be used to advance the Initial Exploration Program.
  • Platinex shall contribute a minimum of $940,000 to Goldco in respect of Goldco's operation.
  • Goldco will engage in an initial exploration program of approximately $ 1.1 million (the " Initial Exploration Program ").
  • Within 60 days from completion of the Initial Exploration Program, Platinex as Operator shall submit an exploration program (the " Phase II Exploration Program ") to be approved by the Technical Committee and the Board of Directors of Goldco.
  • Fancamp will have the option (the " Option ") to increase its interest in the share capital of Goldco to hold 50% of the issued and outstanding shares of Goldco, which may be exercised over a two-year period commencing on the date of approval of a Phase II Exploration Program, by making a cash payment to Goldco of $1,500,000 to be used for and to continue the exploration activities of Goldco. Upon reaching a shareholding of 50% in Goldco, Fancamp will assume the role of the Operator of Goldco.

Investment in Platinex

  • Platinex and Fancamp will enter into a subscription agreement whereby Fancamp will purchase a certain number of shares representing approximately 9.5% of the issued and outstanding shares of Platinex on a non-diluted basis (the " Platinex Financing ").
  • Each Unit shall consist of one common share of Platinex and one-half of a common share purchase warrant (each whole warrant, a " Warrant "), entitling Fancamp to acquire one additional common share of Platinex at an exercise price of $0.055 for a period of 60 months from issuance.
  • Fancamp shall have the right to nominate one director to the Board of Directors of Platinex, subject to Fancamp continuing to hold not less than 7.5% of the issued and outstanding shares of Platinex, on a non-diluted basis.
  • Fancamp will be granted anti-dilution rights to participate in future Platinex equity financings to purchase up to its proportionate share of such shares for terms as favorable to Fancamp as the price and terms provided to other subscribers in such financings.
  • Fancamp will be restricted from acquiring more than 9.5% of the outstanding shares of Platinex on an undiluted basis (not including the exercise of Warrants).

Fancamp and Platinex are Non-Arm's Length Parties (as defined in Policy 1.1 of the TSX Venture Exchange) of one another by virtue of Greg Ferron being an independent director of Fancamp and the Chief Executive Officer and a director of Platinex.

Figure 1: Platinex – Fancamp Joint Venture Property Locations

Figure 1: Platinex – Fancamp Joint Venture Property Locations is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/a9339770-0c71-41a9-af8d-81f1c6c508c9

About Fancamp Exploration Ltd. (TSX-V: FNC)

Fancamp is a growing Canadian mineral exploration corporation dedicated to its value-added strategy of progressing priority mineral properties through exploration and innovative development. The Corporation is focused on an advanced asset play poised for growth and selective monetization with a portfolio of mineral claims encompassing over 158,000 hectares across Ontario, Quebec and New Brunswick, Canada; including copper, gold, zinc, titanium, chromium, strategic rare-earth metals and others. The Corporation continues to identify near term cash-flow generating opportunities and in parallel aims to advance its investments in strategic mineral properties. Fancamp has investments in an existing iron ore operation in the Quebec-Labrador Trough, a rare earth elements company, NeoTerrex Corporation, in addition to an investment in a zinc mine planned to be restarted in Nova Scotia. The Corporation has future monetization opportunities from its Koper Lake transaction in the highly sought-after Ring of Fire in Northern Ontario. Fancamp is developing an energy reduction and titanium waste recycling technology with its advanced titanium extraction strategy. The Corporation is managed by a focused leadership team with decades of mining, exploration and complementary technology experience.

Further information of the Corporation can be found at: www.fancamp.ca

Forward-looking Statements

This news release contains certain "forward-looking statements" or "forward-looking information" (collectively referred to herein as "forward-looking statements") within the meaning of applicable securities legislation. Such forward-looking statements include, without limitation, the closing of the Transaction, the receipt of regulatory approval, completion of the Platinex Financings, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Corporation. Forward-looking statements are statements of fact that are not historical facts or are events or conditions that may occur or be achieved.

Although Fancamp believes that the material factors, expectations and assumptions informing such forward-looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results of such statements.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from those anticipated in such forward-looking statements.

Readers are cautioned that the foregoing list of factors is not exhaustive. Statements including forward-looking statements are made as of the date they are given and, except as required by applicable securities laws, Fancamp disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

For Further Information

Rajesh Sharma,   President   & Chief Executive Officer
+1 (604) 434 8829
info@fancamp.ca
Debra Chapman, Chief   Financial   Officer
+1 (604) 434 8829
info@fancamp.ca
Tara Asfour,   Director of Investor Relations
+1 (604) 434 8829
tasfour@fancamp.ca

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


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Platinex Launches Exploration Programs for the South Timmins Mining Joint Venture

Platinex Launches Exploration Programs for the South Timmins Mining Joint Venture

Platinex Inc. (CSE: PTX) (OTCQB: PANXF, Frankfurt: 9PX) (" Platinex " or the " Company ") is pleased to announce exploration progress and plans for its South Timmins Mining Joint Venture ("South Timmins Mining" or "Joint Venture") properties. The South Timmins Mining properties include the Shining Tree, Heenan, and Mallard gold projects, all of which lie along the Ridout-Tyrrell Deformation Zone ("RTDZ") in the Abitibi Subprovince, one of the most gold enriched geologic regions in the world. IAMGOLDSumitomo's Côté Gold project, Aris Mining's Juby deposit, and numerous other small-scale historic gold producers fall within or are proximal to the RTDZ (see project location map, Figure 1).

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Platinex Inc. (CSE: PTX) (OTCQB: PANXF, Frankfurt: 9PX) (" Platinex " or the " Company ") is pleased to announce that the Company's common shares have begun trading on the OTCQB Venture Market (" OTCQB ") in the United States under the symbol " PANXF ". The Company's common shares will continue to trade on the Canadian Securities Exchange under the symbol PTX and on the Frankfurt Stock Exchange under the symbol 9PX.

The OTCQB listing offers convenience and accessibility for investors based in the United States and internationally while providing increased visibility and exposure to the Company. The OTCQB is operated by the OTC Markets Group, an American financial market, headquartered in New York City provides price and liquidity information for almost 10,000 over-the-counter securities. OTCQB listed companies reporting requirements undergo an annual verification and management certification process.

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Platinex Reports Positive Geochemical Sampling Results and Commences Exploration Program at Shining Tree Gold Property

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Platinex Inc. (CSE:PTX) (OTC: PANXF, Frankfurt: 9PX) (" Platinex " or the " Company ") is pleased to provide an update on its Shining Tree Gold Property in which the Company holds a 75% interest through the South Timmins Mining joint venture ("South Timmins") with Fancamp Exploration Ltd. (see news release dated March 15, 2023). South Timmins holds a 100% interest in the Shining Tree Gold Property which borders Aris Gold's Juby Property as well as a 100% interest in the Heenan Mallard Gold Project which borders IAMGOLD's Côté Gold Project.

At Shining Tree, the joint venture is working to identify new gold targets in several highly prospective and underexplored areas of the 225 km 2 land package including along the Ridout-Tyrrell Deformation Zone (RTDZ) while continuing more focused exploration efforts in the central area of the project to support additional drilling at the Herrick deposit, Caswell prospect, and historic Ronda Mine (see attached map).

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Dore Copper Announces Filing and Mailing of Management Information Circular in Connection with Special Meeting and Encourages Shareholders to Access Meeting Materials Electronically

Doré Copper Mining Corp. (" Doré Copper ") (TSXV: DCMC; OTCQB: DRCMF; FRA: DCM) today announced that it has filed and is in the process of mailing the management information circular (the " Circular ") and related materials for the special meeting (the " Meeting ") of shareholders of Doré Copper (" Doré Copper Shareholders ") to be held December 16, 2024. At the Meeting, Doré Copper Shareholders will be asked to consider and vote on a special resolution (the " Arrangement Resolution ") approving a statutory plan of arrangement (the " Plan of Arrangement ") pursuant to Section 192 of the Canada Business Corporations Act (the " Arrangement "), subject to the terms and conditions of an arrangement agreement dated October 14, 2024 (the " Arrangement Agreement ") entered into among Doré Copper, Cygnus Metals Limited (" Cygnus ") and 1505901 B.C. Ltd., a wholly owned subsidiary of Cygnus, all as more particularly described in the Circular.

The board of directors of Doré Copper (the " Doré Copper Board ") and the special committee of independent directors established by the Doré Copper Board (the " Special Committee ") have unanimously determined that the Arrangement is in the best interests of Doré Copper and that the Arrangement is fair to the Doré Copper Shareholders. The Special Committee and the Doré Copper Board reviewed and considered a significant amount of information and considered a number of factors relating to the Arrangement, with the benefit of advice from Doré Copper's management, and the financial and legal advisors of the Special Committee and the Doré Copper Board. The Special Committee unanimously recommended that the Doré Copper Board recommend to Doré Copper Shareholders that they vote FOR the Arrangement Resolution. The Doré Copper   Board unanimously recommends that Doré Copper   Shareholders vote   FOR   the Arrangement Resolution. See pages 33 to 36 of the Circular for a detailed description of the " Reasons for the Arrangement ".

In accordance with the interim order granted by the Ontario Superior Court of Justice (Commercial List) on November 12, 2024, providing for the calling and holding of the Meeting and other procedural matters relating to the Arrangement, the Arrangement can only proceed if, among other conditions, it receives the approval of not less than two-thirds (66⅔%) of the votes cast on the Arrangement Resolution by Doré Copper Shareholders in person or by proxy at the Meeting and not less than a majority (50% + 1) of the votes cast on the Arrangement Resolution by Doré Copper Shareholders in person or by proxy at the Meeting excluding the votes cast by certain interested or related parties or joint actors of Doré Copper in accordance with the minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .

Under the Arrangement Agreement, the parties have agreed to effect the Arrangement, pursuant to which Cygnus will indirectly acquire all of the issued and outstanding common shares in the capital of Doré Copper (" Doré Copper Shares "), and Doré Copper Shareholders will be entitled to receive, for each Doré Copper Share held immediately prior to the effective time of the Arrangement (the " Effective Time "), 1.8297 fully paid ordinary shares (the " Consideration ") in the capital of Cygnus (each one whole share, a " Cygnus Share ").

As a result of, and immediately following the completion of, the Arrangement, Doré Copper will be an indirect wholly-owned subsidiary of Cygnus and the former Doré Copper Shareholders will be entitled to receive the Consideration for each Doré Copper Share previously held by them immediately prior to the Effective Time (subject to rounding, as provided for in the Plan of Arrangement).

Cygnus has applied for its Cygnus Shares to be listed on the TSX Venture Exchange (the " TSXV "). It is a condition of closing that Cygnus shall have received conditional listing approval from the TSXV to list the Cygnus Shares on the TSXV. Listing of the Cygnus Shares on the TSXV will be subject to Cygnus receiving approval from, and fulfilling all of the minimum listing requirements of, the TSXV.

Meeting and Circular

The Meeting of the Doré Copper Shareholders will be held at the offices of Bennett Jones LLP located at One First Canadian Place, 100 King Street West, Suite 3400, Toronto, Ontario, M5X 1A4 on December 16, 2024 at 12:00 p.m. (Toronto time). Doré Copper Shareholders of record as of the close of business on November 13, 2024 are entitled to receive notice of and to vote at the Meeting. Doré Copper Shareholders are urged to vote before the proxy deadline of 12:00 p.m. (Toronto time) on December 12, 2024.

The Circular provides important information on the Arrangement and related matters, including the background of the Arrangement, the rationale for the recommendations made by the Special Committee and the Doré Copper Board, and voting procedures. Doré Copper Shareholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular is being mailed to Doré Copper Shareholders in compliance with applicable Canadian securities laws. The Circular is available under Doré Copper's profile on SEDAR+ at www.sedarplus.ca and on Doré Copper's website at www.dorecopper.com .

Impact of Canada Post Labour Strike

Due to the ongoing Canada Post labour strike, it is possible that Doré Copper Shareholders may experience a delay in receiving the Circular and related materials in respect of the Meeting. Doré Copper Shareholders are encouraged to access the Circular and related materials electronically as noted above. Registered holders of Doré Copper Shares experiencing a delay in receiving the Circular and related materials may contact Computershare Investor Services Inc. at 1-800-564-6253 to obtain their individual control numbers in order to vote their Doré Copper Shares. Registered holders of Doré Copper Shares are encouraged to vote their Doré Copper Shares via the internet at www.investorvote.com or via telephone at 1-866-732-VOTE (8683). Registered holders of Doré Copper Shares are also encouraged to complete and return letters of transmittal by hand or by courier to ensure the appropriate documents are received in a timely manner. Beneficial holders of Doré Copper Shares experiencing a delay in receiving the Circular and related materials should contact their broker or other intermediary for assistance in obtaining their individual control numbers in order to vote their Doré Copper Shares. Beneficial holders of Doré Copper Shares are encouraged to vote their Doré Copper Shares via the internet at www.proxyvote.com or via telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French). It is recommended that any physical forms of proxy or voting instruction forms be delivered via courier to ensure that they are received in a timely manner.

Registered holders of Doré Copper Shares who wish to exercise their dissent rights in connection with the Arrangement are also cautioned to deliver their written objection to Doré Copper by mail using a method other than Canada Post or by facsimile transmission in accordance with the instructions set forth in the Circular to ensure that they are received in a timely manner.

Other Matters

Agreement with SOQUEM

Further to its news release dated July 3, 2024, on July 2, 2024, Doré Copper issued 1,190,476 Doré Copper Shares to SOQUEM at a deemed price of $0.105 per Doré Copper Share in connection with its acquisition of a 56.41% interest in a group of contiguous claims located immediately north and east of its flagship high-grade Corner Bay copper project in the Chibougamau mining camp.

About Doré Copper Mining Corp.

Doré Copper Mining Corp. aims to be the next copper producer in Québec with an initial production target of +50 million pounds of copper equivalent annually by implementing a hub-and-spoke operation model with multiple high-grade copper-gold assets feeding its centralized Copper Rand mill 1 . Doré Copper has delivered its PEA in May 2022 and is proceeding with a feasibility study. Doré Copper has consolidated a large land package in the prolific Lac Doré/Chibougamau and Joe Mann mining camps that has historically produced 1.6 billion pounds of copper and 4.4 million ounces of gold. 2 The land package includes 13 former producing mines, deposits and resource target areas within a 60-kilometer radius of Doré Copper's Copper Rand Mill.

About Cygnus Metals

Cygnus Metals Limited (ASX: CY5) is an emerging exploration company focused on advancing the Pontax Lithium Project (earning up to 70%), the Auclair Lithium Project and the Sakami Lithium Project in the world class James Bay lithium district in Québec, Canada. In addition, Cygnus has REE and base metal projects at Bencubbin and Snake Rock in Western Australia. The Cygnus Board of Directors and Technical Management team have a proven track record of substantial exploration success and creating wealth for shareholders and all stakeholders in recent years. Cygnus' tenements range from early-stage exploration areas through to advanced drill-ready targets.

For further information about Doré Copper, please contact:

Ernest Mast Laurie Gaborit
President and Chief Executive Officer Vice President, Investor Relations
Phone: (416) 792-2229 Phone: (416) 219-2049
Email: ernest.mast@dorecopper.com Email: laurie.gaborit@dorecopper.com

Visit: www.dorecopper.com
Facebook: Doré Copper Mining
LinkedIn: Doré Copper Mining Corp.
Twitter: @DoreCopper
Instagram: @DoreCopperMining

Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast", "expect", "potential", "project", "target", "schedule", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof. All statements other than statements of historical fact included in this news release, including, without limitation, statements with respect to the proposed Arrangement and the terms thereof, the completion of the Arrangement, including receipt of all necessary court, shareholder and regulatory approvals and timing thereof, the listing of the Cygnus Shares on the TSXV, and the plans, operations and prospects of Doré Copper and its properties are forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the ability to obtain approvals in respect of the Arrangement and to consummate the Arrangement, the ability to obtain approvals for the listing of the Cygnus Shares on the TSXV, integration risks, actual results of current and future exploration activities, benefit of certain technology usage, the ability of prior successes and track record to determine future results, changes in project parameters and/or economic assessments, availability of capital and financing on acceptable terms, general economic, market or business conditions, future prices of metals, uninsured risks, risks relating to estimated costs, regulatory changes, delays or inability to receive required regulatory approvals, health emergencies, pandemics and other exploration or other risks detailed herein and from time to time in the filings made by Doré Copper with securities regulators. Although Doré Copper has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Doré Copper 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.

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.

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