Castlecap Announces Amendment To The LOI For The Proposed Qualifying Transaction With Gold Road Inc.

(TheNewswire)

September 30, 2025 – Calgary,Alberta – TheNewswire - CastleCap Capital Inc. (TSXV: CSTL.P) (the " Company ") andGold Road Inc. (" GoldRoad ", and together with the Company, the" Parties ") have jointly agreed to amend the terms of the non-binding letter of intent dated July 21, 2025. The Parties have executed an amended letterof intent dated September 26, 2025 and have agreed to extend thedeadline to enter into a definitive agreement from September 30,2025 to October 31, 2025 and have revised theoriginal break fee from 100,000 common shares of Gold Road to be 200,000 common shares of Gold Road to beprovided to the Company in the event that the definitive agreement isnot entered into on or before October 31, 2025 due to Gold Road, orsuch date mutually agreed to, or if Gold Road terminates the amendedletter of intent prior to entering into the definitive agreement.

In accordance with the policies of the TSX VentureExchange, the Company’s common shares continue to be halted at thistime and it is expected that the common shares will remain halteduntil completion of the said transaction.

Capitalized terms usedherein that are undefined are defined in the Company’s press releasedated July 23, 2025

About Gold Road Inc.

Gold Road is a Canadian mining company, incorporatedunder the ABCA, and with a wholly subsidiary own its flagshipoperation, the Gold Road mine (" Gold Road Mine ")in Arizona, United States of America. The Gold Road Mine is anunderground operation, fully equipped with infrastructure and a modestproven resource estimate, which Gold Road intends to bring intoproduction in the near term.

About CastleCap Capital Inc.

The Company is a capital pool company created pursuantto the policies of the TSXV. The Company has not commenced operationsand has no assets other than cash. The Company’s principal businessis the identification and evaluation of assets or businesses with aview to completing a "Qualifying Transaction" under thePolicy. As of the date hereof the Company has 4,000,000 Common Sharesissued and outstanding and 400,000 options exercisable on or beforeJune 12, 2029 at a price of $0.10 per Common Share.

Further Information

Further updates in respect of the Proposed Transactionwill be provided in a subsequent news release. Also, additionalinformation concerning the Proposed Transaction, the Company, GoldRoad, and the Resulting Issuer will be provided in the requisitemanagement information circular and/or filing statement to be filed bythe Company and Gold Road 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 disclosingdetails of the Proposed Transaction disclosing including any financialinformation respecting Gold Road, the issued and outstandingsecurities of each of Parties and the definitive terms of the exchangeof securities of the Company and Gold Road.

All information contained in this news release withrespect to the Company and Gold Road was supplied by the respectiveParty for inclusion herein, and each Party and its directors andofficers have relied on the other Party for any information concerningthe other Party.

For further information please contact:

CastleCap Capital Inc. Gold Road Inc.

Charles Chebry                                               Jeremy Gray

Director, President, Chief Executive Officer andSecretary        Chief Executive Officer and Director

Email: charleschebry@outlook.com Email: Jeremy.Gray@GoldRoadUSA.com

Telephone: (403) 680-8511                               Telephone: +44 7769 388 376

CautionaryStatements

This news release containsforward-looking statements and forward-looking information(collectively, "forward-looking statements") within themeaning of applicable securities laws. Any statements that arecontained in this news release that are not statements of historicalfact may be deemed to be forward- looking statements. Forward-lookingstatements are often identified by terms such as "may","should", "anticipate", "will","estimates", "believes", "intends""expects" and similar expressions which are intended toidentify forward-looking statements. More particularly and withoutlimitation, this news release contains forward- looking statements,including statements concerning the Proposed Transaction and theproposed structure by which the Proposed Transaction is to becompleted. Forward-looking statements are inherently uncertain, andthe actual performance may be affected by a number of materialfactors, assumptions and expectations, many of which are beyond thecontrol of the Parties, including expectations and assumptionsconcerning the Proposed Transaction. Readers are cautioned thatassumptions used in the preparation of any forward- looking statementsmay prove to be incorrect. Events or circumstances may cause actualresults to differ materially from those predicted as a result ofnumerous known and unknown risks, uncertainties and other factors,many of which are beyond the control of the Parties. Readers arefurther cautioned not to place undue reliance on any forward-lookingstatements, as such information, although considered reasonable by therespective management of the Parties at the time of preparation, mayprove to be incorrect and actual results may differ materially fromthose anticipated.

The forward-looking statementscontained in this news release are made as of the date of this newsrelease, and are expressly qualified by the foregoing cautionarystatement. Except as expressly required by securities law, neitherParty undertakes any obligation to update publicly or to revise any ofthe included forward-looking statements, whether as a result of newinformation, future events or otherwise.

Completion of the ProposedTransaction is subject to a number of conditions, including but notlimited to, TSXV acceptance and if applicable pursuant to therequirements of the TSXV, majority of the minority shareholderapproval. The Proposed Transaction cannot close until the requiredshareholder approval is obtained. There can be no assurance that theProposed Transaction will be completed as proposed or at all.

Investors are cautioned that, exceptas disclosed in the management information circular to be prepared in connectionwith the Proposed Transaction, any information released or receivedwith respect to the Proposed Transaction may not be accurate orcomplete and should not be relied upon. Trading in the securities of acapital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has inno way passed upon the merits of the proposed Transaction and hasneither approved nor disapproved the contents of this newsrelease.

This news release shall notconstitute an offer to sell or the solicitation of an offer to buy anysecurities in any jurisdiction.

This news release does notconstitute an offer to sell or a solicitation of an offer to buy thesecurities described herein in the United States or in any otherjurisdiction, nor shall there be any sale of the securities in anystate in which such offer, solicitation or sale would be unlawful. Thesecurities have not been and will not be registered under the U.S.Securities Act, or any state securities laws, and accordingly, may notbe offered or sold in the United States except in compliance with theregistration requirements of the U.S. Securities Act and applicablestate securities requirements or pursuant to exemptionstherefrom.

Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this news release. No stock exchange,securities commission or other regulatory authority has approved ordisapproved the information contained herein.

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