Mr. Eric Roth reports

CAPELLA MINERALS - SHARES FOR DEBT, NOTE AND ANNUAL MEETING

Further to Capella Minerals Ltd.'s Oct. 8, 2025, release, wherein in an effort to conserve capital the company has settled an aggregate of $262,607 in debt with the issuance of 4,376,784 shares.

The shares have been issued to insiders of the company for outstanding management and non-executive director fees (an aggregate 3,381,484 shares, covering periods from Nov. 30, 2022, to Aug. 31, 2025) and in partial payment of promissory note (995,300 shares). In accordance with regulatory and securities law the shares are being issued with a four-month-plus-one-day hold period trading restriction expiring on April 30, 2026.

The share issuance to insiders and the entry into a promissory note (as detailed below) is considered to be a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities being issued nor the consideration being paid exceeds 25 per cent of the company's market capitalization.

Promissory note -- The company wishes to announce that it had previously entered into a convertible promissory note with a non-executive director of the company on Oct. 13, 2023, for $150,000 (U.S.) bearing interest at 8 per cent per annum. The company has paid an aggregate $42,400 (U.S.) in interest and principal. The company did not receive exchange approval to the previous note but no securities were issued in relation to the convertibility of the previous note. The loan proceeds were used for general administrative purposes.

The company has replaced the previous note in its entirety with a new promissory note for $133,177 (U.S.) (inclusive of principal and interest) bearing interest at 8 per cent per annum. The note, held by a director of the company, is unsecured, is not convertible into securities of the company without Exchange approval and matures on Aug. 31, 2026. The company intends on retiring the note after securing new projects and/or securing additional funding. There are no bonus securities or other compensation payable in relation to the note.

Annual meeting -- The company has rescheduled its annual general and special meeting of shareholders to Jan. 30, 2026; due to the holiday season, registered shareholders not receiving the management prepared meeting materials in a timely manner are invited to view meeting materials on the company's website when published; and contact the company directly at info@capellaminerals.com to receive individual information to access on-line voting.

About Capella Minerals Ltd

Capella is a Canadian exploration and development company with a focus on generating gold-copper projects globally.

We seek Safe Harbor.