Golcap Issues Initial Shares for Lara Option and Announces Debt Settlement

Rhea-AI Summary

Golcap Resources Corp (GCRCF) issued 4,000,000 common shares at a deemed price of $0.25 per share as the initial payment under an option to acquire up to 100% of the Itaituba Vanadium Titanium Project from Lara Exploration; those shares are escrowed pending approval of a Final Exploration Report by the Brazilian Agency of Mines (ANM) and carry a four-month-and-one-day hold until April 4, 2026.

The company also entered a Debt Settlement to retire $75,600 of debt by issuing 200,000 common shares at a deemed price of $0.378 per share, subject to Canadian Securities Exchange approval; the board said the settlement preserves cash for working capital.

Positive

• Initial share issuance of 4,000,000 common shares
• Debt settled of $75,600 via share issuance
• Debt share issuance reduces cash outflow for working capital

Negative

• Initial shares remain in escrow pending ANM approval
• Debt settlement issues 200,000 shares causing dilution

Vancouver, British Columbia--(Newsfile Corp. - December 3, 2025) - Golcap Resources Corp. (CSE: GCP) (the "Company" or "Golcap") announces that, further to its news release of October 14, 2025, it has issued the initial 4,000,000 common shares of Golcap at a deemed price of $0.25 per share (the "Initial Share Issuance") in connection with an option to acquire up to a 100% interest in the Itaituba Vanadium Titanium Project located in the Tapajos Mineral Province of northern Brazil from Lara Exploration Ltd. (TSXV: LRA) ("Lara"), pursuant to the terms of an option agreement originally entered into between Mineral Road Partners Inc. ("MRP") and Lara on August 25, 2025 (the "Option Agreement") which has been assigned to Golcap. The shares issued are subject to a four month and one day hold period expiring April 4, 2026.

The Initial Share Issuance will be held in escrow pending approval of the final exploration report submitted by Lara concerning the Itaituba Project (the "Final Exploration Report") by the Brazilian Agency of Mines ("ANM"). Upon receipt of approval by the ANM, the Initial Share Issuance will be released from escrow and Golcap and Lara will execute a definitive property agreement further documenting the terms described in the October 14^th news release. If the ANM does not approve the Final Exploration Report, the Option Agreement will terminate and the Initial Share Issuance will be cancelled and returned to Golcap's treasury.

The Company also announces that it has entered into a Debt Settlement Agreement dated November 25, 2025 (the "Settlement Agreement") with an arm's length creditor to settle an outstanding debt totalling $75,600.00 (the "Debt Settlement"). Pursuant to the Settlement Agreement, the Company will issue an aggregate of 200,000 common shares at a deemed price of $0.378 per share. The Debt Settlement is subject to approval by the Canadian Securities Exchange and all shares issued in connection with Debt Settlement will be subject to a hold period of four months and one day in accordance with applicable securities laws. 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.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276847

FAQ

What did Golcap (GCRCF) issue on December 3, 2025 for the Lara option?

Golcap issued 4,000,000 common shares at a deemed price of $0.25 per share, held in escrow pending ANM approval.

What happens if the ANM does not approve the Final Exploration Report for the Itaituba project?

If ANM does not approve the Final Exploration Report, the option agreement terminates and the 4,000,000 initial shares are cancelled and returned to Golcap treasury.

How did Golcap settle its outstanding creditor debt on November 25, 2025?

Golcap agreed to issue 200,000 common shares at a deemed price of $0.378 per share to settle $75,600 of debt, subject to CSE approval.

When do shares issued by Golcap become tradable following these transactions?

All shares issued in these transactions are subject to a four-month-and-one-day hold period, expiring April 4, 2026.

Why did Golcap's board approve the debt settlement instead of paying cash?

The board determined the debt settlement preserves cash for working capital purposes.

Are the Initial Share Issuance and the Debt Settlement finalized?

The Initial Share Issuance is escrowed pending ANM approval and the Debt Settlement is subject to Canadian Securities Exchange approval.