Greencastle Announces Acquisition of Common Shares of Royal Uranium

Rhea-AI Summary

Greencastle (OTC:GRSFF) entered a share purchase agreement dated November 18, 2025 to acquire 500,000 common shares of Royal Uranium by issuing 3,500,000 consideration shares from treasury at a deemed price of $0.05 per share for an aggregate deemed value of $175,000.

The Acquisition is for investment purposes, is subject to customary closing conditions and TSXV acceptance, and the Consideration Shares will be subject to a statutory hold period of four months and one day before potential TSXV listing.

Positive

• Acquires 500,000 Royal Uranium shares dated Nov 18, 2025
• Adds exposure to Royal Uranium's 18 uranium royalties
• No cash required; consideration value is $175,000

Negative

• Issues 3,500,000 new shares at $0.05, creating potential dilution
• Consideration Shares subject to 4 months and one day hold delay to trading

Toronto, Ontario--(Newsfile Corp. - November 18, 2025) - Greencastle Resources Ltd. (TSXV: VGN) ("Greencastle" or the "Company") announces that the Company has entered into a share purchase agreement dated November 18, 2025, with an arm's length third party (the "Vendor") pursuant to which the Company will acquire (the "Acquisition") an aggregate of 500,000 common shares (the "Purchased Shares") in the capital of Royal Uranium Inc. ("Royal Uranium"). Prior to the acquisition of the Purchased Shares, the Company did not hold any securities of Royal Uranium.

As consideration for the Purchased Shares, the Company will issue 3,500,000 common shares (the "Consideration Shares") from treasury at a deemed price of $0.05 per share for an aggregate deemed value of $175,000. No cash consideration is payable.

The Acquisition is being completed for investment purposes and is consistent with the Company's strategy to pursue selective positions in prospective resource companies and projects. Royal Uranium holds a portfolio of 18 uranium royalties across the Athabasca Basin, Newfoundland and the advanced stage Berlin Project, located in Colombia, and a gas royalties in Wyoming and Oklahoma and a revenue generating coal bed methane gas royalty in Alberta The Company believes that Royal Uranium's exposure to uranium and oil and gas opportunities offers attractive leverage to the commodity cycle and complements the Company's broader portfolio focus.

Closing of the Acquisition remains subject to customary conditions, including receipt of all necessary corporate approvals and acceptance of the TSX Venture Exchange (the "TSXV") for the issuance of the Consideration Shares.

The Consideration Shares will be issued under applicable Canadian securities laws and will be subject to a statutory hold period of four months and one day from the date of issuance. The Consideration Shares are expected to be listed for trading on the TSXV upon expiry of the hold period, subject to TSXV acceptance and compliance with applicable listing requirements.

The Vendor is arm's length to the Company within the meaning of applicable securities laws. No finder's fees or commissions are payable in connection with the Acquisition. The Acquisition does not constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

For additional information, please visit www.greencastle.ltd or contact:

Anthony Roodenburg
Chief Executive Officer
Tel.: 416-367-4571 ext. 222.

Notice regarding Forward-Looking Information

Neither 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 release.

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. These forward-looking statements are 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. The forward-looking information contained herein is given as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275086

FAQ

What did Greencastle announce on November 18, 2025 regarding Royal Uranium (GRSFF)?

Greencastle announced it will acquire 500,000 Royal Uranium shares by issuing 3,500,000 consideration shares valued at $175,000.

How much is the consideration per share in the Greencastle acquisition of Royal Uranium?

The Consideration Shares were issued at a deemed price of $0.05 per share.

Will Greencastle pay cash for the Royal Uranium share purchase announced November 18, 2025?

No cash is payable; the purchase is satisfied by issuing 3,500,000 shares from treasury.

When can Greencastle's Consideration Shares for Royal Uranium be traded on TSXV?

Consideration Shares are subject to a statutory hold period of four months and one day and TSXV acceptance before listing.

What strategic exposure does the Royal Uranium purchase give Greencastle (GRSFF)?

The purchase adds exposure to Royal Uranium's uranium and oil & gas royalties, including 18 uranium royalties and an advanced-stage project in Colombia.

Is the vendor a related party in Greencastle's Royal Uranium acquisition?

No; the Vendor is described as arm's length and the transaction is not a related party transaction under MI 61-101.