Mineral Road issues shares for Golcap interest

Mr. Garry Stock reports MINERAL ROAD ACQUIRES GOLCAP SHARES IN EXCHANGE FOR ROAD SHARES Further to Mineral Road Discovery Inc.'s news release of Dec. 22, 2025, it has issued to Mineral Road Partners Inc. (MR Partners) an aggregate of five million units at a deemed price of 10 cents per unit for total value of $500,000. Each unit consists of one common share of the company and one share purchase warrant, each warrant entitling MR Partners to purchase one common share of the company exercisable at a price of 20 cents for two years expiring Dec. 29, 2027. All securities issued are subject to a four-month-and-one-day hold period expiring April 30, 2026, in accordance with applicable securities laws. In exchange for the units the company acquired two million common shares of Golcap Resources Corp. (Canadian Securities Exchange: GCP) from MR Partners at a deemed price of 25 cents per Golcap share for total value of $500,000. The company relied on applicable exemptions from minority approval and valuation requirements under MI 61-101 given the company's relationship with MR Partners. MR Partners is a private company that is controlled by Damien Reynolds, the company's interim chief executive officer, executive chairman and a director of the company.