CastleCap Capital Inc. (TSXV: CSTL.P), a TSX Venture Exchange capital pool company based in Calgary, Alberta, has announced a proposed qualifying transaction with Eagle Exploration Ltd., an Australian private mineral exploration company focused on gold and copper projects in Papua New Guinea. The two parties executed a non-binding letter of intent dated November 6, 2026, outlining terms of a proposed reverse takeover that would reconstitute the combined entity under Eagle's business. CastleCap's common shares have been placed under a trading halt in accordance with TSXV policies, and the halt is expected to remain in place until the transaction is completed.

Key Points

  • CastleCap Capital Inc. (TSXV: CSTL.P) has entered into a non-binding letter of intent with Eagle Exploration Ltd.
  • The proposed transaction would constitute CastleCap's qualifying transaction under TSXV Policy 2.4 and result in a reverse takeover by Eagle shareholders.
  • Eagle is valued at $12,871,200; approximately 42,904,000 CastleCap shares are expected to be issued to Eagle shareholders at a ratio of 0.40 CastleCap shares per Eagle share.
  • Investors should monitor TSXV approval, shareholder votes, completion of a concurrent private placement, and the definitive agreement for further milestones.

Share Exchange Structure and Eagle's Post-Transaction Ownership

Under the proposed terms, CastleCap plans to acquire all issued and outstanding shares of Eagle Exploration through a business combination under the Business Corporations Act (Alberta). The share exchange ratio is set at approximately 0.40 CastleCap shares for every one Eagle share outstanding, based on Eagle's stated valuation of $12,871,200. Upon completion, Eagle shareholders are expected to hold approximately 91.5% of the resulting issuer, with existing CastleCap shareholders retaining approximately 8.5%, excluding the concurrent private placement. Additionally, 2,875,000 CastleCap warrants and 3,000,000 stock options are expected to be issued to reflect Eagle's existing securities.

Concurrent Private Placement to Fund Eagle's Papua New Guinea Operations

Alongside the qualifying transaction, the parties have agreed to pursue a concurrent private placement of a minimum 5,833,333 common shares at approximately $0.30 per share, targeting gross proceeds of at least $1,750,000. The release states net proceeds will be directed toward funding the resulting issuer's business plan, covering transaction expenses, and providing general working capital. The company may pay broker or finder fees on a portion of the placement. Additional details regarding the private placement are described as forthcoming in a subsequent announcement.

Eagle's Rolg Ridge Project and Papua New Guinea Exploration Focus

Eagle Exploration Ltd. was incorporated in September 2025 and is focused on Tier-1 gold and copper projects in Papua New Guinea. Its flagship asset is the Rolg Ridge Project (EL 1611), situated north of Mt Hagen in the Western Highlands, held under an agreement allowing Eagle to earn up to 100% from Kupuyapa Mining Ltd. The resulting issuer, expected to list as a Tier 2 Mining Issuer on the TSXV, intends to continue Eagle's current mineral exploration operations. The resulting issuer is anticipated to operate under the name "Eagle Exploration Ltd." subject to required approvals.