MegumaGold Corp. (CNSX:NSAU) entered into an arm's length agreement to acquire Canadian GoldCamps Corp. (CNSX:CAMP) for CAD 10.8 million on November 12, 2020. As part of the consideration, each shareholder of Canadian GoldCamps will receive such number of common shares of MegumaGold as is equal to the product of the number of common shares of Canadian GoldCamps held by such shareholder at an exchange ratio which equals 1.1 Meguma Shares per 1 GoldCamps share outstanding at the closing of the transaction. As part of transaction, it is anticipated an aggregate of 82,966,803 Meguma shares are anticipated to be issued to the GoldCamps shareholders, along with options and warrants entitling GoldCamps Shareholders to acquire a further 30,903,501 Meguma shares.

The definitive agreement will provide that unexercised incentive stock options and share purchase warrants of Canadian GoldCamps will be assumed by MegumaGold and will remain outstanding for their full term, and following the closing date of the transaction, entitle the holder thereof to acquire Meguma Shares in lieu of GoldCamps Shares, in such number and at such exercise price as shall be adjusted based on the exchange ratio inherent in the transaction and otherwise on the same terms and conditions as existed prior to the transaction. Post-acquisition, GoldCamps shareholders will hold approximately 38% of the issued and outstanding common shares of the MegumaGold (40% of the common shares of the MegumaGold on a fully diluted basis).

Canadian GoldCamps will have the right to appoint three members to the board of directors of the resulting issuer, with the total number of members of such board of directors to be initially set at four. MegumaGold shall contribute management personnel to the resulting issuer. The transaction is subject to a number of conditions, including due diligence by each party, completion of definitive documentation, approval by Boards of Directors of each party, obtaining any necessary shareholder approvals including any minority approval required by Multilateral Instrument 61-101 1, if applicable, obtaining all governmental, regulatory, Canadian Securities and other third-party approvals which are necessary in order to allow the parties to complete the transaction.

MegumaGold Corp. (CNSX:NSAU) cancelled the acquisition of Canadian GoldCamps Corp. (CNSX:CAMP) on January 6, 2021. The companies have entered into a new definitive agreement whereby Megumagold will purchase substantially all of the assets of Canadian Goldcamps. Pursuant to the asset purchase agreement dated January 4, 2021, Canadian Goldcamps will sell to Megumagold all of its Canadian assets and the associated working capital in exchange for securities of Megumagold, that it intends to distribute directly to its shareholders, subject to shareholder vote and other regulatory approvals.