Golcap Resources (GCRCF) closed the first tranche of a non‑brokered flow‑through private placement on November 27, 2025, issuing 1,403,508 FT shares at $0.285 for gross proceeds of $399,999.78. The company paid a $24,000 commission and issued 84,210 finder warrants exercisable at $0.285 until November 27, 2027. All securities carry a four‑month‑plus‑one hold expiring March 28, 2026. An additional $285,000 subscription has been received and the final tranche is expected to close on or about December 1, 2025.
The gross proceeds will be used to incur eligible Canadian exploration expenses on Quebec properties and the company will renounce those qualifying expenditures to purchasers with an effective date no later than December 31, 2025.
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Positive
First tranche raised $399,999.78
Secured additional subscription of $285,000
Proceeds earmarked for eligible Canadian exploration expenses in Quebec
Negative
Issued 84,210 finder warrants exercisable until Nov 27, 2027
Paid $24,000 in commission on the tranche
Securities subject to hold period expiring March 28, 2026
Key Figures
FT shares issued:1,403,508 sharesOffering price:$0.285 per FT ShareGross proceeds:$399,999.78+5 more
8 metrics
FT shares issued1,403,508 sharesFirst tranche non-brokered private placement
Offering price$0.285 per FT ShareFirst tranche pricing
Gross proceeds$399,999.78First tranche financing
Commission paid$24,000Finder commission on first tranche
Finder warrants84,210 warrantsExercisable at $0.285 until Nov 27, 2027
Additional subscription$285,000Expected to close in final tranche
Hold period expiryMarch 28, 2026Four months and one day hold on securities
Renunciation deadlineDecember 31, 2025Qualifying Expenditures renounced to FT purchasers
Market Reality Check
normal vol
TechnicalPrice was reported below the 200-day MA ($0.23) before this financing news.
Peers on Argus
Peers in Other Industrial Metals & Mining showed mixed moves, from +3.48% (BITTF...
Peers in Other Industrial Metals & Mining showed mixed moves, from +3.48% (BITTF) to -46.15% (GALOF), indicating this financing news is more stock-specific than sector-driven.
Market Pulse Summary
This announcement detailed completion of a first tranche non-brokered financing, issuing 1,403,508 f...
Analysis
This announcement detailed completion of a first tranche non-brokered financing, issuing 1,403,508 flow-through shares at $0.285 for gross proceeds of $399,999.78, plus an additional subscription of $285,000 expected in a final tranche. Funds are allocated to qualifying exploration expenses on Quebec properties, with tax renunciation by December 31, 2025. Investors may watch execution of these exploration plans and any further financing updates.
Key Terms
flow through common shares, finder warrants, hold period, Canadian exploration expenses, +2 more
6 terms
flow through common sharesfinancial
"it has closed the first tranche ... and issued 1,403,508 flow through common shares"
Flow-through common shares are ordinary shares issued with a special tax feature that lets a company pass certain exploration or development expenses directly to the investor, who can then claim those expenses as tax deductions. For investors, they act like buying a share plus a tax credit — lowering your effective purchase cost and changing the after‑tax return and risk profile, while also signaling a company’s need to raise capital for specific projects.
finder warrantsfinancial
"The Company paid commission of $24,000 and issued 84,210 finder warrants"
Finder warrants are tradable rights given to a broker, advisor, or intermediary as payment for introducing new investors, allowing that finder to buy a set number of company shares at a fixed price within a defined time. They matter to investors because they can dilute existing ownership if converted and can create future selling pressure, while also signaling that the company is paying to attract capital—potential upside exists if the stock rises above the warrant price.
hold periodregulatory
"All securities issued are subject to a four month and one day hold period"
A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.
Canadian exploration expensesregulatory
"used to incur eligible "Canadian exploration expenses" (the "Qualifying Expenditures")"
Canadian exploration expenses are costs incurred to look for and evaluate mineral resources in Canada that Canadian tax rules allow to be claimed as deductible exploration spending. Investors care because these expenses can be flowed through as tax benefits or deductions, lowering taxable income for eligible shareholders and effectively acting like a tax rebate that can improve after‑tax returns and reduce a mining company's net capital needs — similar to getting a future tax coupon for money spent today.
Income Tax Actregulatory
"within the meaning of the Income Tax Act (Canada)"
A country's Income Tax Act is the main law that sets the rules for how individuals and businesses are taxed on earnings, deductions, credits and reporting. Think of it as the government’s rulebook for who pays what and when; changes can alter a company’s after‑tax profits, cash flow and dividend capacity, so investors watch it closely for how it affects valuations and future returns.
flow through mining expendituresregulatory
"and "flow through mining expenditures" as defined in the Taxation Act (Quebec)"
Flow-through mining expenditures are exploration or development costs that a mining company is allowed to pass on to investors for tax purposes, typically through special share offerings. Think of it like a company buying a tax deduction and handing it to investors: the investors can use that deduction to lower their own taxable income, while the company gets immediate funding for exploration without a traditional tax burden. Investors care because these arrangements change after-tax returns, reduce company financing needs, and can dilute ownership through the issued shares.
AI-generated analysis. Not financial advice.
Vancouver, British Columbia--(Newsfile Corp. - November 27, 2025) - Golcap Resources Corp. (CSE: GCP) (the "Company" or "Golcap Resources") announces that, further to its news release of November 20, 2025, it has closed the first tranche of its non-brokered private placement (the "Offering") and issued 1,403,508 flow through common shares ("FT Shares") at a price of $0.285 per FT Share for gross proceeds of $399,999.78. The Company paid commission of $24,000 and issued 84,210 finder warrants at a price of $0.285 per share for a period of two years expiring November 27, 2027. All securities issued are subject to a four month and one day hold period expiring March 28, 2026. The Company has received an additional subscription for $285,000 and expects to close the final tranche on or about December 1, 2025.
The gross proceeds received by the Company from the Offering will be used to incur eligible "Canadian exploration expenses" (the "Qualifying Expenditures") on the Company's properties in Quebec that qualify as "critical flow-through mining expenditures" within the meaning of the Income Tax Act (Canada) and "flow through mining expenditures" as defined in the Taxation Act (Quebec). The Company will renounce the Qualifying Expenditures so incurred to the purchasers of the FT Shares with an effective date of no later than December 31, 2025.
FOR FURTHER INFORMATION, CONTACT:
Christopher Reynolds Interim Chief Executive Officer
Garry Stock Director
Golcap Resources Corp. Telephone: 778-819-3793
Neither the Canadian Securities Exchange nor its Regulation Service Provider (as the term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy of accuracy of this news release.
