Canamera Executes Option Agreement to Acquire 100% Interest in Two Brazilian Rare Earth Projects

Rhea-AI Summary

Canamera Energy Metals (CSE: EMETF) entered a definitive option agreement dated October 6, 2025 to acquire a 100% interest in two Brazilian rare earth ionic clay projects: Turvolândia (Minas Gerais) and São Sepé (Rio Grande do Sul).

Acquisition consideration: $75,000 cash$125,000 in common shares$1,500,000 over 3 years. If exercised, Canamera grants a 1.0% NSR (0.5% repurchasable for $500,000) and may pay up to $3,000,000 in contingent milestone payments (resource $500k; PEA $1.0M; feasibility $1.5M). A finders' fee of up to $70,000 in shares applies. The agreement is subject to CSE approval and issued shares carry a four-month-and-one-day resale restriction.

Positive

• Option to acquire 100% of two Brazilian rare earth projects
• Committed exploration budget of $1,500,000 over three years
• Contingent milestone payments capped at $3,000,000
• Low upfront cash requirement of $75,000 on signing

Negative

• Issuance of $125,000 in common shares dilutes existing holders
• Finders' fee up to $70,000 in shares increases dilution
• Ongoing contingent payments and 1.0% NSR create future cash/share obligations
• Transaction is conditional on CSE approval and not guaranteed

10/07/2025 - 09:00 AM

Edmonton, Alberta--(Newsfile Corp. - October 7, 2025) - Canamera Energy Metals Corp. (CSE: EMET) ("Canamera" or the "Company") is pleased to announce that, further to its news release dated August 28, 2025, it has entered into a definitive option agreement (the "Option Agreement"), dated October 6, 2025, with iFind Mining Inc., Gabriel Nascimento Nakamura, Irmãos Martins Serviços e Comércio LTDA and Rco Mineração LTDA (collectively, the "Optionors"). Under the Option Agreement, the Company has the option (the "Option") to acquire a one-hundred percent (100%) interest in two rare earth projects in Brazil: the "Turvolândia Rare Earth Ionic Clay Project" in the state of Minas Gerais and the "São Sepé Rare Earth Ionic Clay Project" located in the state of Rio Grande do Sul (collectively, the "Projects").

"We believe that this proposed acquisition aligns with our strategic focus on critical minerals projects in Tier 1 mining jurisdictions and complements our existing portfolio. We are very pleased to be adding this Brazilian project."

Pursuant to the Option Agreement, the Company can acquire a one-hundred percent (100%) interest in the Projects by completing a cash and share payment and by incurring minimum exploration expenditures as follows:

Milestone	Cash	Shares	Exploration Expenditures
Signing	$75,000 (1)	$125,000 (2)	N/A
Year 1	Nil	Nil	$500,000 (a committed amount)
Year 2	Nil	Nil	$500,000
Year 3	Nil	Nil	$500,000
TOTAL	$75,000	$125,000	$1,500,000

 

⁽¹⁾ Payable to the Optionors within two business days of Canadian Securities Exchange ("CSE") approval of the Option Agreement.
⁽²⁾ Issuable to the Optionors within two business days of CSE approval of the Option Agreement, at a deemed price equivalent to the volume-weighted average closing price of the common shares of the Company on the CSE in the ten (10) trading days immediately prior to the announcement of the Option Agreement.

If the Company exercises the Option:

1. It will grant to iFind Mining Inc. a one percent (1.0%) net smelter returns royalty on commercial production from the Projects, one-half (0.5%) of which may be repurchased at any time in consideration for a cash payment of $500,000, and

2. It will make the following additional one-time contingent payments to iFind Mining Inc., subject to and conditional upon the achievement of the following development milestones in respect of one or more mineral rights comprising the Projects:

Development Milestone (3)	Payment (4)
Mineral Resource Estimate	$500,000
Preliminary Economic Assessment	$1,000,000
Feasibility Study	$1,500,000
TOTAL	$3,000,000

 

(3) A development milestone will be deemed to have been met upon the publication by the Company of a geological report in the form prescribed by National Instrument 43-101 - Technical Reports, other than in respect of the Mineral Resource Estimate, which could be triggered upon the filing of a final exploration report with the applicable Brazilian regulatory authority, whichever occurs first.
(4) Payable to iFind Mining Inc. in cash or common shares of the Company, at the Company's election, at a deemed price equivalent to the volume-weighted average closing price of the common shares of the Company on the CSE in the ten (10) trading days immediately prior to issuance.

In connection with the entering into of the Option Agreement, a finders' fee of up to $70,000, payable in common shares, at a deemed price equivalent to the volume-weighted average closing price of the common shares of the Company on the CSE in the ten (10) trading days immediately prior to announcement of the Option Agreement, is due to an arms-length party who introduced the transaction, of which $20,000 in common shares will be issued upon CSE approval of the Option Agreement and with the balance of common shares issuable upon the publishing of a mineral resource estimate for the Projects. The Company is at arms-length to the Optionors, and, to the knowledge of the Company, the Optionors do not presently hold any securities of the Company.

The Option Agreement is subject to CSE approval and is not expected to constitute a fundamental change for the Company, nor will it result in a change of control of the Company (within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange). All common shares issued to the Optionors will be subject to restrictions on resale for a period of four-months-and-one-day in accordance with applicable securities laws.

About Canamera

Canamera is a mineral exploration company focused on the acquisition and development of mineral resource projects, including the Mantle project in British Columbia as well as high-quality REE and critical metal assets in the Americas. The Company targets underexplored regions with district-scale potential, leveraging geochemical, geophysical, and geological data to identify first- mover opportunities.

For further information, contact Brad Brodeur at info@canamerametals.com.

On behalf of the Board,

CANAMERA ENERGY METALS CORP.

Brad Brodeur, Chief Executive Officer

This news release may contain certain "Forward-Looking Information" and "Forward-Looking Statements" within the meaning of the Canadian and United States securities laws (referred to herein as "forward-looking information"). When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "schedule" and other similar words or expressions identify forward-looking statements or information. Any statements other than statements of historical fact could constitute forward-looking information. Forward-looking information in this news release includes, but is not limited to, approval of the Option Agreement by the CSE, the exercise of the Option, paying the cash and common share consideration and incurring the expenditures as and when required under the Option Agreement, the achievement of milestones set forth in the Option Agreement and the payments made in connection therewith, the payment to the finder, and the ability to realize the anticipated benefits of the transaction. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, that the CSE approval will not be obtained as anticipated, that the Option will not be exercised, including that the payment, share issuance, and exploration expenditures will not be satisfied when due, that the milestones will not be achieved, that the benefits of the transaction will not be realized, that the Company will be subject to the regulatory regime, and any uncertainties that arise therefrom, in Brazil, currency conversion risks, interest rate risks, and other risks set forth in the Company's continuous disclosure documents filed under the Company's profile on www.sedarplus.ca. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events effecting such statements and information other than as required by applicable laws, rules and regulations. Readers should not place undue reliance on forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269414

FAQ

What did Canamera (EMETF) agree to acquire on October 6, 2025?

Canamera secured an option to acquire a 100% interest in two Brazilian rare earth ionic clay projects: Turvolândia and São Sepé.

What are the upfront costs for Canamera to exercise the EMETF option?

Upfront consideration on signing is $75,000 cash and $125,000 in common shares, plus committed exploration expenditures of $1,500,000 over three years.

What royalties and contingent payments apply if EMETF exercises the option?

Canamera would grant a 1.0% NSR (0.5% repurchasable for $500,000) and may owe up to $3,000,000 in milestone payments (resource $500k; PEA $1.0M; feasibility $1.5M).

Does the Canamera EMETF option require regulatory approval?

Yes; the Option Agreement is subject to approval by the Canadian Securities Exchange (CSE).

How will the finders' fee for the EMETF deal be paid?

A finders' fee of up to $70,000 will be paid in common shares, with $20,000 in shares issued upon CSE approval and the balance upon a mineral resource estimate publication.

Are shares issued under the EMETF option subject to resale restrictions?

Yes; all common shares issued to the Optionors will be subject to a four-month-and-one-day resale restriction.