CastleCap Capital Inc. and Eagle Exploration Ltd. Announce Proposed Qualifying Transaction

Calgary, Alberta — November 10, 2026 — Leads & Copy — CastleCap Capital Inc. (TSXV: CSTL.P) and Eagle Exploration Ltd. have announced the execution of a non-binding letter of intent dated November 6, 2026, outlining a proposed arm’s length transaction. This proposed transaction is in accordance with Policy 2.4 of the TSX Venture Exchange (TSXV).

The Companies intend to enter into a definitive agreement for the Proposed Transaction, which will see CastleCap Capital acquire all issued and outstanding ordinary shares of Eagle Exploration Ltd. This business combination will be completed under the Business Corporations Act of Alberta. The agreed-upon share exchange ratio is approximately 0.40 CastleCap Capital shares for every one Eagle Exploration share. This valuation is based on Eagle Exploration’s valuation of $12,871,200.

Upon completion, Eagle Exploration shareholders are expected to hold approximately 91.5% of the resulting issuer, with CastleCap Capital shareholders holding 8.5%, prior to the Concurrent Private Placement. A total of 42,904,000 CastleCap Capital shares are anticipated to be issued to Eagle Exploration shareholders, based on Eagle’s current capital of 107,260,000 shares. Additionally, 2,875,000 CastleCap Capital share purchase warrants and 3,000,000 stock options are expected to be issued to Eagle Exploration warrant and option holders, respectively.

This Proposed Transaction constitutes a reverse takeover of CastleCap Capital by Eagle Exploration shareholders and will serve as CastleCap Capital's Qualifying Transaction, pending TSXV approval. Following the transaction, the resulting issuer is expected to continue Eagle Exploration’s business operations, primarily focused on mineral exploration in Papua New Guinea, potentially under the name "Eagle Exploration Ltd." or another name approved by shareholders and regulatory authorities. The Resulting Issuer is anticipated to be listed as a Tier 2 Mining Issuer on the TSXV.

The Parties have agreed to an exclusive negotiation period of 120 days. No finder’s fees, deposits, advances, or loans have been made in connection with this transaction, and each party will bear its own costs. If the transaction fails due to Eagle Exploration’s board or shareholder approval, Eagle Exploration will pay a break fee of $25,000, which can be paid in cash or Eagle stock.

Completion of the Proposed Transaction is contingent on the execution of the definitive agreement and several conditions, including no material adverse changes, receipt of all necessary regulatory and shareholder approvals (including conditional TSXV approval), the Name Change, and the Concurrent Private Placement. The completion of the transaction is not guaranteed.

In conjunction with the Proposed Transaction, CastleCap Capital and Eagle Exploration will conduct a private placement financing. This financing aims to raise a minimum of $1,750,000 by issuing at least 5,833,333 common shares at approximately $0.30 per share. The net proceeds will fund the Resulting Issuer's business plan, cover transaction expenses, and provide general working capital. Details of the Concurrent Private Placement will be released in due course.

The board of directors and officers of the Resulting Issuer are expected to be reconstituted with nominees from both Eagle Exploration and CastleCap Capital, subject to TSXV and regulatory requirements. Further announcements regarding appointments will be made. Additional information regarding insiders will also be disclosed as required.

Both companies require shareholder and regulatory approvals, including TSXV approval, for the Proposed Transaction and related matters. CastleCap Capital has requested and been granted a trading halt for its common shares, which is expected to remain in effect until the Proposed Transaction is completed.

Eagle Exploration Ltd. is a private mineral exploration company focused on gold and copper projects in Papua New Guinea, notably its Rolg Ridge Project. The company was incorporated in September 2025 and is led by Managing Director Alan Martin, who has over 20 years of capital markets and exploration experience in Papua New Guinea.

CastleCap Capital Inc. is a capital pool company established under TSXV policies, which has not commenced operations and holds only cash and marketable securities. Its primary business involves identifying and evaluating assets or businesses for a Qualifying Transaction.

Further information regarding the Proposed Transaction will be provided in future news releases and regulatory filings, including a management information circular and/or filing statement, available on SEDAR+.

Source: CastleCap Capital Inc.