Golcap issues four million shares for Lara option

Executive Summary

• Golcap Resources Corp. issued 4,000,000 common shares at a deemed price of $0.25 per share to Lara Exploration Ltd. as the initial payment for an option to acquire up to 100% of the Itaituba vanadium-titanium project in Brazil.
• The company entered into a debt settlement agreement with an arm's-length creditor to settle $75,600 in outstanding debt by issuing 200,000 common shares at a deemed price of $0.378 per share, a move intended to preserve cash for working capital.
• The share issuance for the Itaituba project is held in escrow pending approval of the final exploration report by the Brazilian Agency of Mines (ANM); failure to secure approval will result in the termination of the option and cancellation of the shares.

Key Details

• Itaituba Project Option:
  • Counterparty: Lara Exploration Ltd. (via assignment from Mineral Road Partners Inc.).
  • Asset: Up-to-100% interest in the Itaituba vanadium-titanium project located in the Tapajos mineral province of northern Brazil.
  • Initial Consideration: 4,000,000 common shares of Golcap.
  • Deemed Price: $0.25 per share.
  • Hold Period: 4 months and 1 day, expiring April 4, 2026.
  • Escrow Conditions: Shares are held in escrow until the Brazilian Agency of Mines (ANM) approves the final exploration report submitted by Lara.
  • Contingency: If ANM approval is not received, the option agreement terminates, and the initial share issuance is cancelled and returned to Golcap's treasury.
  • Next Steps: Upon ANM approval, Golcap and Lara will execute a definitive property agreement documenting the terms described in the October 14, 2025 news release.
• Debt Settlement:
  • Date of Agreement: November 25, 2025.
  • Creditor: Arm's-length creditor.
  • Debt Amount Settled: $75,600.
  • Consideration: 200,000 common shares.
  • Deemed Price: $0.378 per share.
  • Regulatory Approval: Subject to approval by the Canadian Securities Exchange (CSE).
  • Hold Period: 4 months and 1 day in accordance with applicable securities laws.
  • Strategic Rationale: The Board determined the settlement is in the best interests of the company as it preserves cash for working capital purposes.