Golden Rapture and Mine CA Gold Enter into a Multi-million Dollar Earn-In and Joint Venture Agreement

Rhea-AI Summary

Golden Rapture Mining (CSE: GLDR) has entered into a significant earn-in and joint venture agreement with Mine CA Gold Ltd for the Phillips Township Gold Project in Ontario. Under the agreement, Mine CA Gold can acquire up to 75% interest in the project through a two-option structure.

The First Option (51% interest) requires Mine CA Gold to make a $50,000 initial payment, incur $1M in exploration expenditures over two years, issue 2M shares, and make two $500,000 payments. The Second Option (additional 24%) requires $1.5M in additional expenditures and three $500,000 payments over years 3-5. Mine CA Gold will become the project operator upon completion.

Positive

• Total potential cash payments of $3M to Golden Rapture over 5 years
• Immediate issuance of 2M shares to Golden Rapture
• $2.5M in exploration expenditures funded by Mine CA Gold
• Accelerated property development without dilution for Golden Rapture shareholders

Negative

• Golden Rapture giving up majority control (up to 75%) of the Phillips Township Gold Project
• Long earn-in period of 5 years for full completion
• Share price reported at near record lows

Edmonton, Alberta--(Newsfile Corp. - August 11, 2025) - Golden Rapture Mining Corporation (CSE: GLDR) ("Golden Rapture" or the "Company") announces that it has granted Mine CA Gold Ltd an option to acquire up to a 75% undivided interest in the mining claims known as the Phillips Township Gold Project, Ontario.

The Option was granted under an earn-in and joint venture agreement signed by both parties on July 30, 2025. Under the terms of the Agreement, Mine CA Gold Ltd will now be the operator and can earn up to a 75% interest in the Phillips Township Gold Project by making certain cash payments and issuing shares to Golden Rapture, plus funding expenditures as follows:

Exercise of Option

The Optionor (Golden Rapture Mining) hereby irrevocably grants to the Optionee (Mine CA Gold Ltd) exclusive rights and options to acquire undivided legal and beneficial interests as follows:

(a) an undivided fifty-one percent (51%) interest in and to the Property (the "First Option"); and

(b) an additional undivided twenty-four (24%) interest in and to the Property in addition to the undivided fifty-one percent (51%) interest that may be acquired under the First Options (the "Second Option").

The Optionee (Mine CA Gold Ltd) may exercise:

(a)The First Option by:

1. Making an initial cash payment of ($50,000) payable to Golden Rapture on or before 30th September 2025.

2. Incurring exploration expenditures of ($500,000) on the property in the first year and another ($500,000) in the second year.

3. Issue one million (1,000,000) shares immediately to Golden Rapture. These shares will be on hold for 12 months from the effective date of this initial agreement.

4. Issue another one million (1,000,000) shares 12 months after the effective date of this agreement. These shares will have a 6-month hold period starting at the issue date.

5. Make a payment of ($500,000) to Golden Rapture on or before the first anniversary of the Effective Date; and

6. In addition of the above amount, make an additional payment of ($500,000) to Golden Rapture on or before the second anniversary of the Effective Date.

(b) The Second Option by:

1. Incurring additional cumulative expenditures of ($1,500,000) on the Property in accordance with the following schedule (the "Second Option Deadline")

2. Pay Golden Rapture ($500,000) on or before the third anniversary of the Effective Date.

3. In addition of the above amount, pay an additional ($500,000) to Golden Rapture on or before the fourth anniversary of the Effective Date; and

4. In addition of the above amount, pay an additional ($500,000) to Golden Rapture on or before the fifth anniversary of the Effective Date.

A joint venture shall be formed once Mine CA Gold satisfies all the terms and has acquired a 75% undivided interest in the Phillips Township Gold Project. Mine CA Gold will now be the operator of all future exploration expenditures and programs.

Richard Rivet, President and Chief Executive Officer of Golden Rapture Mining, commented: "We are very pleased with the fact that this partnership will put cash in our bank account and will significantly accelerate the development of the property without Golden Rapture having to raise additional funds or face additional dilution especially at a time when our share price is at near record lows."

Golden Rapture is also looking forward to exploring its two newly acquired high-grade gold projects being the Hutchison Mine and Bully Boy Mine.

About Golden Rapture Mining Corporation

Golden Rapture Mining is a newly listed exploration company engaged in the acquisition, exploration and development of high-potential gold projects. Its 3 projects are comprised of highly prospective past-producing high-grade gold systems, which include the Phillips Township Gold Project with 18 mine shafts, the Bully Boy Mine, and the Hutchison Mine.

About Mine CA Gold Ltd

Mine CA Gold Ltd is a private holding Company soon to be listed, managed from Los Angeles, and collaborating with existing publicly listed Companies that have access to substantial funds.

On behalf of the Board
Richard Rivet,
Chief Executive Officer
Email: goldenrapture@outlook.com
Phone: 780-729-5395
For more info, please look at our website at https://goldenrapturemining.com

There are 37,469,390 shares presently issued. The CSE does not accept responsibility for the adequacy or accuracy of this press release.

Forward-looking statements include predictions, projections, and forecasts and are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast", "expect", "potential", "project", "target", "schedule", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the Company's planned exploration programs and drill programs and potential significance of results are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are based on a number of material factors and assumptions. Important factors that could cause actual results to differ materially from Company's expectations include actual exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, availability of capital, and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials, and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events, or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate, and accordingly readers are cautioned not to place undue reliance on forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/261967

FAQ

What are the terms of Golden Rapture's joint venture agreement with Mine CA Gold?

Mine CA Gold can acquire up to 75% interest through a two-option structure requiring $3M in cash payments, 2M shares issuance, and $2.5M in exploration expenditures over 5 years.

How much initial cash payment is required from Mine CA Gold to Golden Rapture?

Mine CA Gold must make an initial cash payment of $50,000 by September 30, 2025.

What exploration expenditures are required in the First Option of the agreement?

The First Option requires $500,000 in exploration expenditures in the first year and another $500,000 in the second year, totaling $1M.

How many shares will Mine CA Gold issue to Golden Rapture?

Mine CA Gold will issue 2 million shares total: 1 million immediately with a 12-month hold period and 1 million after 12 months with a 6-month hold period.

What percentage interest can Mine CA Gold acquire in the Phillips Township Gold Project?

Mine CA Gold can acquire up to 75% interest, consisting of 51% through the First Option and an additional 24% through the Second Option.