Castlecap Capital, Gold Road amend LOI terms

Executive Summary

• Castlecap Capital Inc. and Gold Road Inc. have amended their non‑binding LOI, extending the deadline to execute a definitive agreement to Oct 31 2025.
• The break‑fee provision was increased from 100,000 to 200,000 Gold Road common shares payable if the transaction is not completed.
• Castlecap’s TSX Venture Exchange common shares remain halted pending completion of the proposed transaction.

Key Details

• Amended LOI Date: September 26 2025 (original LOI dated July 21 2025).
• Extended Deadline: Definitive agreement deadline moved from Sept 30 2025 to Oct 31 2025 (or mutually agreed later date).
• Break‑Fee Revision: Increased to 200,000 Gold Road common shares payable to Castlecap if the definitive agreement is not executed by the new deadline or if Gold Road terminates the LOI.
• Share Halt: In accordance with TSX Venture Exchange policies, Castlecap’s common shares remain halted and are expected to stay halted until transaction completion.
• Company Profiles:
• Gold Road Inc.: Canadian mining company operating the Gold Road underground mine in Arizona; aims to bring a modest proven resource into production soon.
• Castlecap Capital Inc.: TSX Venture capital‑pool company with no operations or assets other than cash; 4 million common shares outstanding and 400,000 options exercisable at $0.10 per share (expires June 12 2029).
• Future Disclosures: Castlecap will issue a comprehensive news release upon signing the definitive agreement, detailing financial information of both parties and the exchange terms.
• Regulatory Filings: Additional details will be provided in the required management information circular/filing statement on SEDAR+.

Notable Quotes

(No direct quotes were included in the release.)