Golcap Issues Initial Shares for Lara Option and Announces Debt Settlement

Executive Summary

• Golcap Resources issued an initial 4,000,000 common shares at a deemed $0.25 per share to secure an option for up‑to‑100% interest in the Itaituba Vanadium‑Titanium Project (Brazil).
• The shares are held in escrow pending approval of Lara Exploration’s final exploration report by Brazil’s ANM; release triggers execution of a definitive property agreement.
• Golcap entered into a Debt Settlement Agreement, issuing 200,000 common shares at a deemed $0.378 per share to settle $75,600 of outstanding debt, preserving cash for working capital.

Key Details

• Initial Share Issuance: 4,000,000 common shares @ $0.25/share (deemed price) issued to Lara Exploration under the Itaituba Project option agreement; subject to a 4‑month + 1‑day hold period expiring 2026‑04‑04.
• Escrow Condition: Shares remain in escrow until ANM approves Lara’s Final Exploration Report for the Itaituba Project; upon approval, shares are released and a definitive property purchase agreement will be executed.
• Termination Clause: If ANM does not approve the report, the option agreement terminates and the 4,000,000 shares are returned to Golcap’s treasury.
• Debt Settlement Agreement (dated 2025‑11‑25): Settles $75,600 debt with an arm’s‑length creditor by issuing 200,000 common shares @ $0.378/share (deemed price).
• Hold Period for Debt Settlement Shares: Same 4‑month + 1‑day hold period; subject to approval by the Canadian Securities Exchange.
• Purpose of Debt Settlement: Preserve cash for working capital as determined by Golcap’s Board of Directors.

Notable Quotes

• “The Board of Directors has determined that completing the Debt Settlement is in the best interests of the Company as it will preserve cash for working capital purposes.” – Christopher Reynolds, Interim CEO

All boilerplate and disclaimer text omitted for brevity.