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ORIGINAL: CastleCap Announces Proposed Qualifying Transaction with Eagle Exploration Ltd.

2026-11-10 12:00 ET - News Release

(via TheNewswire)

 

November 10, 2026 – TheNewswire - Calgary, Alberta – CastleCap Capital Inc. (TSXV: CSTL.P) (the " Company ") and Eagle Exploration Ltd. (" Eagle ", and together with the Company, the " Parties ") are pleased to announce the execution of a non-binding letter of intent dated November 6, 2026 (the " LOI ") regarding a proposed arm’s l ength transaction (the " Proposed Transaction "), pursuant to Policy 2.4 - Capital Pool Companies (the " Policy ") of the TSX Venture Exchange (the " TSXV ") Corporate Finance Manual. The Parties intend to enter into a definitive agreement (the " Proposed Definitive Agreement ") in respect of the Proposed Transaction.

 

The Proposed Transaction

 

The Company plans to acquire all of the issued and outstanding ordinary shares (the " Eagle Shares ") from shareholders of Eagle (each, a " Eagle Shareholder ") pursuant to a business combination to be completed under the Business Corporations Act (Alberta) (the " ABCA ").

 

The share exchange ratio for the Proposed Transaction will be approximately 0.40 Company shares issued for every one (1) Eagle Share outstanding (the " Share Exchange Ratio "), based on Eagle’s valuation of $12,871,200, and resulting in a pro-forma ownership of the resulting issuer of approximately 91.5% by shareholders of Eagle and 8.5% by shareholders of the Company, not including the completion of the Concurrent Private Placement (as defined below). A total of 42,904,000 Company shares are expected to be issued to Eagle shareholders, based on Eagle’s currently issued capital of 107,260,000 Eagle Shares, 2,875,000 Company share purchase warrants, based on Eagle’s  7,187,500 currently issued warrants, and 3,000,000 Company stock options, based on Eagle’s 7,500,000 currently issued stock options.

 

The Proposed Transaction will result in the reverse takeover of the Company by Eagle Shareholders, and will constitute the Company's Qualifying Transaction (as defined by the TSXV), subject to TSXV approval. Following the completion of the Proposed Transaction, the Company, as the issuer resulting therefrom (the " Resulting Issuer "), is expected to carry on the current business of Eagle under the name "Eagle Exploration Ltd." or such other name as may be determined by Eagle and approved by the shareholders of the Company and which is acceptable to the applicable regulatory authorities, including the TSXV (" Name Change "). The business of the Resulting Issuer will be primarily focused on mineral exploration operations at Eagle’s gold and copper projects in Papa New Guinea.

 

Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Mining Issuer on the TSXV.

 

The Parties hereby have agreed to work exclusively with each other for a period of 120 days following the execution of the LOI. At this time, no finder’s fees, deposits, advances or loans have been or are intended to be made in connection with the Proposed Transaction. Each Party has agreed to pay its own costs and expenses in connection with the Proposed Transaction. In the event that the Proposed Transaction does not proceed because of the failure of Eagle to obtain approval from its Board of Directors and/or shareholders, Eagle will pay a break fee to the Company equivalent of $25,000 which at Eagle’s election may be paid in cash or stock of Eagle to be issued at the issue price paid for Eagle’s stock at its last arm’s length financing.

 

The completion of the Proposed Transaction will be subject to the entry into of the Proposed Definitive Agreement as well as a number of terms and conditions to be set forth in the Proposed Definitive Agreement, including, among other things (i) there being no material adverse change in respect of either of the Parties; (ii) the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSXV, subject only to customary conditions of closing; (iii) the completion of the Name Change and the Concurrent Private Placement (as defined below); and (iv) such other customary conditions of closing for a transaction in the nature of the Proposed Transaction. Accordingly, there can be no assurance that the Proposed Transaction will be completed on the terms proposed and described herein, or at all.

 

Concurrent Private Placement

 

Pursuant to the terms of the LOI, the Company and Eagle have agreed to work together to carry out  a private placement financing for the Company for a minimum 5,833,333 common shares (" Common Shares ") at a price of approximately $0.30 per Common Share for gross proceeds of at least $1,750,000 (the " Concurrent Private Placement "). The Company may retain broker’s or pay finder’s fees to certain registrants or eligible persons exempt from registration on any portion of the Concurrent Private Placement. The net proceeds of the Concurrent Private Placement will be used: (a) to fund the business plan of the Resulting Issuer; (b) for Proposed Transaction expenses; and (c) for general working capital purposes. Additional details regarding the Concurrent Private Placement will be provided in due course.

 

Proposed Directors and Officers of the Resulting Issuer

Upon the completion of the Proposed Transaction, it is expected that the board of directors and officers of the Resulting Issuer will be reconstituted to be comprised of individuals nominated by Eagle and the Company subject to compliance with the requirements of the TSXV, and applicable corporate and securities laws. Eagle and the Company will make further announcements as appointments of its respective officers and director are made. Additional information regarding Insiders (as defined by the TSXV) of the Company upon completion of the Proposed Transaction and/or any financing(s) will also be disclosed, if required.

 

Shareholder Approvals

 

The Company and Eagle will be required to obtain certain approvals, including but not limited to, directors’ approvals, regulatory approvals, TSXV approvals, and approvals of its respective shareholders for matters related to and ancillary to the Proposed Transaction.

 

Trading Halt

 

In accordance with the policies of the TSXV, the Company has requested a trading halt of its Common Shares and such halt has been granted. It is expected that the Common Shares will remain halted until completion of the Proposed Transaction.

 

About Eagle Exploration Ltd.

 

Eagle Exploration Ltd. is an Australian private mineral exploration company incorporated in September 2025 focused on acquiring Tier-1 gold and copper projects in Papua New Guinea. Eagle’s flagship Rolg Ridge Project (EL 1611), located north of Mt Hagen in the Western Highlands, is subject to an agreement allowing Eagle to earn up to 100% from Kupuyapa Mining Ltd. Eagle is led by Alan Martin who brings over 20 years of capital markets experience and exploration expertise in Papa New Guinea.

 

About CastleCap Capital Inc.

 

The Company is a capital pool company created pursuant to the policies of the TSXV. The Company has not commenced operations and has no assets other than cash and marketable securities. The Company’s principal business is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" under the Policy. As of the date hereof the Company has 4,000,000 Common Shares issued and outstanding and 400,000 options exercisable on or before June 12, 2029 at a price of $0.10 per Common Share.

 

Further Information

 

Further updates in respect of the Proposed Transaction will be provided in a subsequent news release. Also, additional information concerning the Proposed Transaction, the Company, Eagle and the Resulting Issuer will be provided in the requisite management information circular and/or filing statement to be filed by the Company and Eagle in connection with the Proposed Transaction, which will be available in due course under the Company's SEDAR+ profile at www.sedarplus.ca.

 

Upon entering into the Proposed Definitive Agreement, the Company will issue a further comprehensive news release disclosing details of the Proposed Transaction disclosing including any financial information respecting Eagle, the issued and outstanding securities of each of Parties and the definitive terms of the exchange of securities of the Company and Eagle

 

All information contained in this news release with respect to the Company and Eagle was supplied by the respective Party for inclusion herein, and each Party and its directors and officers have relied on the other Party for any information concerning the other Party.

 

For further information please contact:

 

CastleCap Capital Inc.                                         Eagle Exploration Ltd.

Charles Chebry                                                Alan Martin

Director, President, Chief Executive Officer and Secretary        Managing Director

Email: charleschebry@outlook.com                         Email: alan@eaglex.com.au

Telephone: (403) 680-8511                                Telephone: +61 488 223 828

 

Forward Looking Statements and Cautionary Disclaimer

 

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward- looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward- looking statements, including statements concerning the Proposed Transaction (including the Name Change), the Concurrent Private Placement, the special meeting of shareholders of the Company, the Proposed Definitive Agreement, and the proposed structure by which the Proposed Transaction is to be completed. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Parties, including expectations and assumptions concerning (i) the Company, Eagle, the Resulting Issuer, and the Proposed Transaction, (ii) the ability of the Parties to negotiate and enter into the Proposed Definitive Agreement on satisfactory terms as proposed, (iii) the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the approval of the TSXV, (iv) if the Proposed Definitive Agreement is entered into, the satisfaction of other closing conditions in accordance with the terms of the Proposed Definitive Agreement, and (v) the ability of the Parties (as applicable) to complete the Concurrent Private Placement and/or the Proposed Transaction on the terms outlined in this news release (or at all). Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Parties at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

 

The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither Party undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.

 

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. The Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

 

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

 

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

 

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

  

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