OR Dissemination IN the United States /
Capella Minerals - Shares for Debt, Note and
Annual Meeting
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN
THE
UNITED STATES
/
VANCOUVER, BC
,
Dec. 31, 2025
/CNW/ -
Capella Minerals Ltd
(TSXV: CMIL) (FRA: N7D2) (the
"Company") wishes to announce and to clarify further its
October 8, 2025
release, wherein in an
effort to conserve capital the Company has settled an aggregate of
$262,607
in debt with the
issuance of 4,376,784 shares (the "Shares").
The Shares have been issued to insiders of the Company for outstanding management and non-
executive director fees (an aggregate 3,381,484 shares, covering periods from
November 30, 2022
to
August 31, 2025
) and in partial payment of promissory note (995,300 shares). In accordance
with regulatory and securities law the shares are being issued with a four month plus 1 day hold
period trading restriction expiring on
April 30
, 2026.
The share issuance to insiders and the entry into a Promissory Note (as detailed below) is
considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61- 101"). The transaction is
exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as
neither the fair market value of the securities being issued nor the consideration being paid exceeds
25% of the Company's market capitalization.
Promissory Note
- The Company wishes to announce that it had previously entered into a
convertible promissory note with a non-executive director of the Company on
October 13, 2023
for
USD
$150,000
bearing interest at 8% per annum (the "Previous Note"). The Company has paid an
aggregate USD
$42,400
in interest and principal. The Company did not receive Exchange approval
to the Previous Note but no securities were issued in relation to the convertibility of the Previous
Note. The loan proceeds were used for general administrative purposes.
The Company has replaced the Previous Note in its entirety with a new Promissory Note for USD
$133,177
(inclusive of principal and interest) bearing interest at 8% per annum (the "Note"). The
Note, held by a director of the Company, is unsecured, is not convertible into securities of the
Company without Exchange approval and matures on
August 31, 2026
. The Company intends on
retiring the Note after securing new projects and/or securing additional funding. There are no bonus
securities or other compensation payable in relation to the Note.
Annual Meeting
– The Company has rescheduled its annual general and special meeting of
shareholders to
January 30, 2026
; due to the holiday season, registered shareholders not receiving
the management prepared meeting materials in a timely manner are invited to view meeting
materials on the Company's website
www.capellaminerals.com
when published; and contact the
Company directly at
to receive individual information to access online
voting.
On Behalf of the Board of Capella Minerals Ltd.
"Eric Roth"
___________________________
Eric Roth
, Ph.D., FAusIMM
President & CEO
About Capella Minerals Ltd
Capella is a Canadian exploration and development company with a focus on generating gold-copper
projects globally.
For additional information you are cordially invited to visit the Capella Minerals Ltd website at
www.capellaminerals.com
, or to contact
Karen Davies
, VP Communication and Corporate
Development, at Tel: +1.604.314.2662
Cautionary Notes and Forward-looking Statements
This news release contains forward-looking information within the meaning of applicable securities
legislation. Forward-looking information is typically identified by words such as: believe, expect,
anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature,
refer to future events. Such statements include, without limitation, statements regarding the future
results of operations, performance and achievements of Capella, including the timing, completion
of and results from the exploration and drill programs described in this release. Although the
Company believes that such statements are reasonable, it can give no assurances that such
expectations will prove to be correct. All such forward-looking information is based on certain
assumptions and analyses made by Capella in light of their experience and perception of historical
trends, current conditions and expected future developments, as well as other factors management
believes are appropriate in the circumstances. This information, however, is subject to a variety of
risks and uncertainties and other factors that could cause actual events or results to differ
materially from those projected in the forward-looking information. Important factors that could
cause actual results to differ from this forward-looking information include those described under
the heading "Risks and Uncertainties" in Capella's most recently filed MD&A. Capella does not
intend, and expressly disclaims any obligation to, update or revise the forward-looking information
contained in this news release, except as required by law. Readers are cautioned not to place
undue reliance on forward-looking information.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE
Capella Minerals Limited
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For further information:
Capella Contacts: Eric Roth, Email: [email protected]; Karen
Davies, +1.604.314.2662
CO: Capella Minerals Limited
CNW 16:00e 31-DEC-25