Capella Minerals - Shares for Debt, Note and Annual Meeting

About this update from Capella Minerals Limited

Capella Minerals - Shares for Debt, Note and Annual Meeting /* Style Definitions */ span.prnews_span { font-size:8pt; font-family:"Arial"; color:black; } a.prnews_a { color:blue; } li.prnews_li { font-size:8pt; font-family:"Arial"; color:black; } p.prnews_p { font-size:0.62em; font-family:"Arial"; color:black; margin:0in; } .prntac{ TEXT-ALIGN: CENTER } Canada NewsWire /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 entiret...

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