Early Warning Reporting - Acquisition of Shares of NeoTerrex Minerals Inc.

VANCOUVER, British Columbia, Dec. 28, 2023 (GLOBE NEWSWIRE) -- Fancamp Exploration Ltd. (“Fancamp” or the “Corporation”) (TSX Venture Exchange: FNC) is pleased to announce that on December 21, 2023, in connection with the closing of the three-cornered amalgamation between Neoterrex Corporation (“NeoTerrex Corp.”), Spitfyre Capital Inc. and 15363497 Canada Inc. (the “Amalgamation”), it acquired 11,799,000 common shares in the capital of NeoTerrex Minerals Inc. (“NeoTerrex”), the entity resulting from the Amalgamation. The shares acquired by Fancamp represent approximately 15% of the issued and outstanding shares of NeoTerrex immediately following the closing of the Amalgamation, and were issued by NeoTerrex to Fancamp in exchange of the common shares held by Fancamp in the capital of NeoTerrex Corp. Similarly, as a result of the Amalgamation, Fancamp holds an aggregate of 1,433,500 share purchase warrants of NeoTerrex, each warrant entitling Fancamp to acquire one (1) additional common share in the capital of NeoTerrex at a price of $0.40 per common share for a period of 24 months following the date of issuance (expiry December 21, 2025).

Immediately prior to the closing of the Amalgmation, Fancamp did not have beneficial ownership of, nor control or direction over, any common shares of NeoTerrex.

The common shares of Neoterrex are held by Fancamp for investment purposes. Depending on the evolution of NeoTerrex's business, financial condition, the market for NeoTerrex's securities, general economic conditions and other factors, Fancamp may in the future increase its ownership of common shares of NeoTerrex's from time to time, or sell some or all of the common shares it holds, in the open market, or otherwise, subject to their availability at attractive prices, market conditions, applicable securities laws and other relevant factors.

This news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report filed by Fancamp will be available under Fancamp's profile on SEDAR+ at www.sedarplus.ca or by contacting Fancamp at the contact details noted below.