Fancamp shareholders get 1/7 Goldera share per FNC share in spin-out. Parent pivots to investment issuer. Concurrent financing targets $3.6M-$5.5M. Summer 2026 target.
Fancamp Exploration Ltd. (TSX-V: FNC) is splitting its business in two. The company entered an arrangement agreement to spin out its core mineral exploration assets into a new entity called Goldera Exploration Ltd., while the parent company pivots to a resource-focused investment issuer on the TSX Venture Exchange. Shareholders will receive 1/7th of a Goldera share for each Fancamp share held, with half of those Goldera shares subject to staggered resale restrictions over 18 months.
The transaction is structured as a plan of arrangement under British Columbia corporate law. Fancamp will transfer its exploration assets to Goldera in exchange for Goldera shares. Existing Fancamp shares will be redesignated as Class A common shares, then exchanged one-for-one into new Fancamp shares plus the fractional Goldera stake.
Fifty percent of the Goldera shares issued to Fancamp shareholders will carry contractual resale restrictions:
The remaining 50% of Goldera shares will trade freely. Fancamp itself expects to retain about 19.9% of Goldera's outstanding shares after closing.
Outstanding Fancamp stock options will be split into two replacement instruments: one option to buy New Fancamp shares and one option to buy 1/7th of a Goldera share. The exercise prices will be recalculated based on the relative fair market values of the two entities at the effective time.
Goldera plans a non-brokered private placement raising between $3.6 million and $5.5 million before the spin-out closes. The offering includes three subscription receipt tranches:
| Tranche | Price | Unit Components |
|---|---|---|
| Non-FT Subscription Receipts | $0.20 | 1 Goldera share + 1 warrant |
| FT Subscription Receipts | $0.23 | 1 flow-through share + 1 warrant |
| Charity FT Subscription Receipts | $0.26 | 1 flow-through share + 1 warrant |
Each warrant carries a $0.30 exercise price and a three-year term. Goldera can accelerate expiry if shares trade at or above $0.50 for 14 consecutive trading days after listing.
Proceeds will fund exploration of the transferred assets and general working capital. Finders may receive cash fees up to 6% of gross proceeds plus warrants on equivalent terms.
After the spin-out, Fancamp will seek TSX-V approval to reclassify from a Tier 2 Mining Issuer to a Tier 2 Investment Issuer. The company plans to rename itself ERDA Resource Opportunities Inc. and trade under the symbol ERDA.
The post-spin Fancamp will hold a portfolio of natural resource investments including:
The board has adopted a formal investment policy focused on growth, monetization, and portfolio expansion through strategic acquisitions while maintaining a capital-light model.
The proposed leadership team combines mining, finance, and trading backgrounds:
The arrangement requires approval from two-thirds of votes cast by shareholders at a special meeting. The change of business needs a simple majority. Court approval from the Supreme Court of British Columbia and TSX-V acceptance are also required. The company targets completion in Summer 2026.
Several execution risks apply to this restructuring:
Successful closing of the concurrent financing at or above the $3.6 million minimum would signal institutional or accredited investor confidence in Goldera's exploration portfolio. TSX-V acceptance of Goldera's listing application and the change of business would remove the two largest regulatory hurdles.
Failure to secure shareholder approval or court sanction would kill the transaction entirely. A material drop in gold, copper, or titanium prices before closing could reduce the perceived value of the exploration assets being transferred to Goldera. Any delay beyond Summer 2026 would increase execution risk and potentially trigger re-trading of the arrangement terms.
Fancamp's restructuring creates two distinct risk profiles. Goldera becomes a pure exploration play with a defined financing path. The post-spin Fancamp (ERDA) becomes a holding company with a diversified resource portfolio, including a titanium asset that is rare among publicly traded vehicles. For traders tracking the TSX-V, the lock-up schedule on Goldera shares introduces a known supply schedule that could influence price action in the first 18 months post-listing.
For reference, Newmont Corporation (NEM stock page) carries an Alpha Score of 72/100 (Moderate) in the Materials sector. Alamos Gold Inc. (AGI stock page) scores 68/100 (Moderate) in Basic Materials. Morgan Stanley (MS stock page) scores 61/100 (Moderate) in Financials. These scores reflect the broader sector context for the management team's experience base.
Shareholders should review the full arrangement agreement on SEDAR+ and the information circular when published before making voting decisions.
Prepared with AlphaScala research tooling and grounded in primary market data: live prices, fundamentals, SEC filings, hedge-fund holdings, and insider activity. Each story is checked against AlphaScala publishing rules before release. Educational coverage, not personalized advice.