CastleCap Announces Proposed Qualifying Transaction with Gold Road Inc.

(TheNewswire)

July 23, 2025 – TheNewswire - Calgary, Alberta– CastleCap Capital Inc. (TSXV: CSTL.P) (the" Company ") and Gold Road Inc. (" Gold Road ", andtogether with the Company, the " Parties ") arepleased to announce the execution of a non-binding letter of intent dated July 21, 2025 (the " LOI ") regarding a proposed non- arm's length transaction (the " Proposed Transaction "), as such term is defined in Policy 2.4 - Capital Pool Companies (the " Policy ") of the TSX Venture Exchange (the" TSXV ") Corporate FinanceManual. The Parties intend to enter into a definitive agreement (the " Proposed Definitive Agreement ") in respect of the ProposedTransaction.

The Proposed Transaction

The Company plans to acquire all of the issued andoutstanding common shares (the " Gold Road Shares ") from shareholders of Gold Road (each, a" Gold RoadShareholder ") pursuant to a businesscombination to be completed under the Business Corporations Act (Alberta) (the " ABCA ") with a deemed price of $1.00 perGold Road Share. It is also expected that prior to closing (the" Closing ") of the Proposed Transaction, Gold Road will completea stock split on a one (1) for three (3) basis which will equate to adeemed price of approximately $0.33 per Gold Road Share on a postshare split basis, or Gold Road may complete such other corporatereorganization to ensure the following pro-forma ownership betweenGold Road and the Company. The share exchange ratio for the ProposedTransaction will be approximately 3.33333 Company shares issued forevery pre-split Gold Road Share outstanding (the " Share Exchange Ratio "), resulting in a pro-forma ownership of the resultingissuer of approximately 90.9% by shareholders of Gold Road and 9.1% byshareholders of the Company.

The Proposed Transaction will result in the reversetakeover of the Company by Gold Road Shareholders, and will constitutethe Company's Qualifying Transaction (as defined by the TSXV), subjectto TSXV approval. Following the completion of the ProposedTransaction, the Company, as the issuer resulting therefrom (the" ResultingIssuer "), is expected to carry on thecurrent business of Gold Road under the name "Gold RoadInc." or such other name as may be determined by Gold Road andapproved by the shareholders of the Company and which is acceptable tothe applicable regulatory authorities, including the TSXV(" Name Change "). The business of the Resulting Issuer will beprimarily focused on the re-start of mining operations at GoldRoad’s flagship gold mine in Arizona, Unite States ofAmerica.

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

The Parties hereby have agreed to work exclusively witheach other for a period of 60 days following the execution of the LOI.At this time, no finder’s fees, deposits, advances or loans havebeen or are intended to be made in connection with the ProposedTransaction. Each Party has agreed to pay its own costs and expensesin connection with the Proposed Transaction. Gold Road has agreed topay a ‘break fee’ of 100,000 common shares of Gold Road to theCompany in the event that the Proposed Definitive Agreement is notentered into on or before September 30, 2025, or such date mutuallyagreed to, or if Gold Road terminates the LOI prior to entering intothe Proposed Definitive Agreement. The Company has agreed to pay a‘break fee’ of $20,000 to Gold Road if the Proposed DefinitiveAgreement is not entered into on or before September 30, 2025, or suchdate mutually agreed to, or if the Company terminates the LOI prior toentering into the Proposed Definitive Agreement.

The completion of the Proposed Transaction will besubject to the entry into of the Proposed Definitive Agreement as wellas a number of terms and conditions to be set forth in the ProposedDefinitive Agreement, including, among other things (i) there being nomaterial adverse change in respect of either of the Parties; (ii) thereceipt of all necessary consents, orders and regulatory andshareholder approvals, including the conditional approval of the TSXV,subject only to customary conditions of closing; (iii) the completionof the Name Change and the Gold Road Financing (as defined below); and(iv) such other customary conditions of closing for a transaction inthe nature of the Proposed Transaction. Accordingly, there can be noassurance that the Proposed Transaction will be completed on the termsproposed and described herein, or at all.

Proposed Financing

Pursuant to the terms of the LOI, Gold Road anticipatescompleting a financing of 16,666,667 common shares (" Common Shares ")at a price of approximately $0.33 per Common Share for gross proceedsof $5,000,000 (the " GoldRoad Financing "). Gold Road may retain abroker or pay finder’s fees to certain registrants or eligiblepersons exempt from registration on any portion of the Gold RoadFinancing. The net proceeds of the Gold Road Financing will be used:(a) to fund the business plan of the Resulting Issuer; (b) forProposed Transaction expenses; and (c) for general working capitalpurposes. Additional details regarding the Gold Road Financing will beprovided in due course.

Proposed Directors and Officers ofthe Resulting Issuer

Upon the completion of the Proposed Transaction, it isexpected that the board of directors and officers of the ResultingIssuer will be reconstituted to be comprised of individuals nominatedby Gold Road and the Company subject to compliance with therequirements of the TSXV, and applicable corporate and securitieslaws. Gold Road and the Company will make further announcements asappointments of its respective officers and director are made.Additional information regarding Insiders (as defined by the TSXV) ofthe Company upon completion of the Proposed Transaction and/or anyfinancing(s) will also be disclosed, if required.

Shareholder Approval &Non-Arm’s Length Transaction

Mr. Charles Chebry is a director and officer of theCompany and of Gold Road, as such, the Proposed Transaction is beingconsidered a Non-Arm's Length Transaction (as defined by the TSXV) and"related party transaction" pursuant to the provisions ofMultilateral Instrument 61-101 - Protection of Minority Security Holders inSpecial Transactions , and accordingly requisitedisclosures will be made and procedures followed. The Company and GoldRoad will be required to obtain certain approvals, including but notlimited to, directors’ approvals, regulatory approvals, TSXVapprovals, and approvals of its respective shareholders, includingapprovals from disinterested shareholders of the Parties, for theProposed Transaction.

Sponsorship

The TSXV requires sponsorship of a Proposed Transactionof a capital pool company, unless exempt in accordance with thepolicies of the TSXV. The Parties are currently reviewing therequirements for sponsorship and may apply for an exemption from thesponsorship requirements pursuant to the policies of the TSXV.However, there can be no assurance that the Parties will ultimatelyobtain such exemption.

The Parties intend to provide any additionalinformation regarding sponsorship at a later date, once determined bythe Parties. In the event that the TSXV does not grant an exemptionfrom the sponsorship requirements of the TSXV, the Parties would berequired to engage a sponsor.

Trading Halt

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

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 concerning the 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 (includingthe Name Change), the Gold Road Financing, the Special Meeting, theProposed Definitive Agreement, and the proposed structure by which theProposed Transaction is to be completed. Forward-looking statementsare inherently uncertain, and the actual performance may be affectedby a number of material factors, assumptions and expectations, many ofwhich are beyond the control of the Parties, including expectationsand assumptions concerning (i) the Company, Gold Road, the ResultingIssuer, and the Proposed Transaction, (ii) the ability of the Partiesto negotiate and enter into the Proposed Definitive Agreement onsatisfactory terms as proposed, (iii) the timely receipt of allrequired shareholder, court and regulatory approvals (as applicable),including the approval of the TSXV, (iv) if the Proposed DefinitiveAgreement is entered into, the satisfaction of other closingconditions in accordance with the terms of the Proposed DefinitiveAgreement, and (v) the ability of the Parties (as applicable) tocomplete the Gold Road Financing and/or the Proposed Transaction onthe terms outlined in this news release (or at all). Readers arecautioned that assumptions used in the preparation of anyforward-looking statements may prove to be incorrect. Events orcircumstances may cause actual results to differ materially from thosepredicted as a result of numerous known and unknown risks,uncertainties and other factors, many of which are beyond the controlof the Parties. Readers are further cautioned not to place unduereliance on any forward-looking statements, as such information,although considered reasonable by the respective management of theParties at the time of preparation, may prove to be incorrect andactual results may differ materially from those 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 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 newsrelease. No stock exchange, securities commission or other regulatoryauthority has approved or disapproved the information containedherein.

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