Cambria Gold Mines (TSXV: CAMB) plans to carve out its Mt. Margaret copper-gold deposit into a separately listed, U.S.-focused company, under a binding term sheet with capital pool company ECC Ventures 4 Corp. that could pair the asset with as much as US$100 million in fresh capital.
The deal, effective July 6, would move Cambria’s entire interest in the Washington State porphyry deposit into ECC4 through a reverse takeover, serving as the shell company’s qualifying transaction on the TSX Venture Exchange. ECC4 would be renamed Freedom Copper Corp.
Under the proposed terms, ECC4 will consolidate its shares on an 8.5-to-1 basis, leaving roughly 754,706 shares outstanding, then issue 17,8 million shares to acquire the Cambria subsidiary holding Mt. Margaret. That block would represent about 62.4% of Freedom Copper before the financing. Cambria intends to distribute roughly 20% of those consideration shares to its own holders as an expected tax-free return of capital, giving shareholders a direct stake in both companies.
The transaction requires a two-thirds shareholder vote at a special meeting expected in the third quarter, along with court and exchange approvals.
Robert McLeod, chief executive officer of Cambria, framed the split as a way to sharpen both businesses. “With over one square kilometer of copper-gold-silver-molybdenum mineralization at surface, that is open for expansion in most directions and at depth below 500 meters, the Mt. Margaret deposit represents a unique opportunity for a potential US domestic source of critical minerals,” he said, adding that a separately funded vehicle lets Cambria’s team stay focused on its British Columbia gold assets.
READ: Cambria Gold Names Cleveland Rueckert VP (USA) Ahead of Mt. Margaret Spinout
Freedom Copper would be led on an interim basis by Ryan Weymark as chief executive officer and Christopher Park as chief financial officer, with Cleveland Rueckert as senior vice president, David Thomas as chief project officer, Asa East as vice-president of exploration and Orla Abrahams as community relations coordinator. Rueckert, named to Cambria’s U.S. team in June, arrives with two decades in capital markets that include investor relations work at Barrick Mining and metals coverage at UBS. Thomas brings more than 40 years across the resource sector.
The board would seat at least eight directors, chaired by veteran mining executive Alex Morrison and including McLeod, Weymark, retired Major General Kim Colloton and former Newmont executive Stephen Gottesfeld.
Mt. Margaret, based in Washington state, carries a historical, non-compliant estimate of 577 million tonnes grading 0.36% copper, 0.24 grams per tonne gold, 0.011% molybdenum and 1.58 grams per tonne silver, with the asset first drilled in the 1970s.
A proposed brokered financing, led by Canaccord Genuity, would price subscription receipts at no less than US$10.00 apiece, with the goal of raising up to US$100 million in fresh capital.
Cambria Gold Mines last traded at $0.95 on the TSX Venture.
