Mineral Road issues shares for Golcap interest

Executive Summary

• Mineral Road Discovery Inc. issued 5 million units to Mineral Road Partners Inc. (MR Partners) in exchange for 2 million common shares of Golcap Resources Corp.
• The transaction was valued at $500,000, with MR Partners receiving units priced at a deemed 10 cents per unit.
• The deal relies on exemptions from minority approval and valuation requirements under NI 61-101 due to the relationship between the parties.

Key Details

• Transaction Structure: Mineral Road Discovery Inc. issued 5,000,000 units to Mineral Road Partners Inc. (MR Partners).
• Consideration Received: In exchange, Mineral Road acquired 2,000,000 common shares of Golcap Resources Corp. (CSE: GCP).
• Valuation:
  • Deemed price of issued units: $0.10 per unit.
  • Total value of units issued: $500,000.
  • Deemed price of acquired Golcap shares: $0.25 per share.
  • Total value of acquired Golcap shares: $500,000.
• Unit Composition: Each unit consists of one common share of Mineral Road Discovery Inc. and one share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.20 per common share.
  • Expiration Date: December 29, 2027 (2-year term).
• Hold Period: All securities issued are subject to a hold period of four months and one day, expiring on April 30, 2026.
• Regulatory Basis: The company relied on exemptions from minority approval and valuation requirements under National Instrument 61-101.
• Related Party Context: MR Partners is a private company controlled by Damien Reynolds, who serves as the interim CEO, executive chairman, and director of Mineral Road Discovery Inc.