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Greencastle Announces Closing of Acquisition of Common Shares of Green Shift Commodities Ltd.

(Neutral)
(Neutral)

Greencastle (OTC:GRSFF) closed its acquisition of 4,000,000 common shares of Green Shift Commodities Ltd. on January 29, 2026. Consideration was paid by issuing 3,600,000 Greencastle common shares from treasury at a deemed price of $0.05 per share (aggregate value $180,000).

The purchase was for investment purposes, required no cash, involved an arm's-length vendor, and the Consideration Shares are subject to a statutory hold period expiring May 30, 2026, after which TSXV listing is expected subject to acceptance.

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Positive

  • Acquired 4,000,000 Green Shift common shares
  • Consideration issued as 3,600,000 Greencastle shares valued at $180,000
  • Transaction completed for investment exposure to commodity-cycle upside

Negative

  • Issued 3,600,000 shares from treasury, causing shareholder dilution
  • Consideration shares subject to statutory hold until May 30, 2026

News Market Reaction – GRSFF

-76.00%
-76.00% Session close to close

In the Feb 19 session, GRSFF declined 76.00%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Toronto, Ontario--(Newsfile Corp. - January 29, 2026) - Greencastle Resources Ltd. (TSXV: VGN) ("Greencastle" or the "Company") is pleased to announce that it has closed its previously announced acquisition (the "Acquisition") of an aggregate of 4,000,000 common shares (the "Purchased Shares") in the capital of Green Shift Commodities Ltd. ("Green Shift") pursuant to a share purchase agreement dated January 19, 2026 with an arm's length third party (the "Vendor"). Prior to the acquisition of the Purchased Shares, the Company did not hold any securities of Green Shift.

As consideration for the Purchased Shares, the Company issued 3,600,000 common shares (the "Consideration Shares") from treasury at a deemed price of $0.05 per share for an aggregate deemed value of $180,000. No cash consideration was paid.

The Acquisition was completed for investment purposes and is consistent with the Company's strategy to pursue selective positions in prospective resource companies and projects. Green Shift is engaged in the resource sector, and the Company believes that the Acquisition provides attractive exposure to potential commodity-cycle upside and complements the Company's broader portfolio focus.

Closing of the Acquisition has occurred following 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 were issued under applicable Canadian securities laws and are subject to a statutory hold period of four months and one day from the date of issuance, expiring on May 30, 2026. 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 were paid 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/282103

FAQ

What did Greencastle announce about the Green Shift share acquisition (GRSFF) on January 29, 2026?

Greencastle closed an acquisition of 4,000,000 Green Shift shares by issuing 3,600,000 Greencastle shares as consideration. According to the company, the deemed price was $0.05 per share for an aggregate value of $180,000 and no cash was paid.

How were the 3,600,000 consideration shares for GRSFF valued and issued?

The Consideration Shares were issued at a deemed price of $0.05 per share for a total deemed value of $180,000. According to the company, the shares were issued from treasury and no cash consideration was paid.

Why did Greencastle say it made the Green Shift investment and how does it fit strategy for GRSFF?

Greencastle said the acquisition was completed for investment purposes to gain exposure to potential commodity-cycle upside. According to the company, it complements the firm's broader portfolio focus on selective positions in resource companies and projects.