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Greencastle Announces Closing of Acquisition of Common Shares of Royal Uranium

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Greencastle (GRSFF) closed the acquisition of 500,000 common shares of Royal Uranium on December 5, 2025, 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. No cash was paid.

The Purchased Shares were acquired for investment purposes to gain exposure to Royal Uranium's portfolio of 18 uranium royalties, the advanced-stage Berlin project in Colombia, gas royalties in Wyoming and Oklahoma, and a revenue-generating coal bed methane royalty in Alberta. Consideration shares are subject to a statutory hold expiring April 6, 2026 and listing on the TSXV is pending expiry and compliance.

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Positive

  • Acquired 500,000 Royal Uranium shares for strategic resource exposure
  • Consideration structured with no cash outlay, preserving cash
  • Royal Uranium portfolio includes 18 uranium royalties and gas assets

Negative

  • Issued 3,500,000 consideration shares, creating potential dilution
  • Consideration shares subject to 4-month hold until April 6, 2026 delaying liquidity
  • TSXV listing of Consideration Shares pending acceptance and compliance

Toronto, Ontario--(Newsfile Corp. - December 5, 2025) - 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 500,000 common shares (the "Purchased Shares") in the capital of Royal Uranium Inc. ("Royal Uranium") pursuant to a share purchase agreement dated November 18, 2025, 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 Royal Uranium.

As consideration for the Purchased Shares, the Company issued 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 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. Royal Uranium holds a portfolio of 18 uranium royalties across the Athabasca Basin, Newfoundland and the advanced stage Berlin Project, located in Colombia, and 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 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 April 6, 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/277110

FAQ

What did Greencastle (GRSFF) acquire on December 5, 2025?

Greencastle acquired 500,000 common shares of Royal Uranium by issuing 3,500,000 shares as consideration at a deemed price of $0.05 per share.

How much did Greencastle (GRSFF) pay in cash for the Royal Uranium shares?

No cash was paid; the purchase was completed using consideration shares valued at $175,000 on a deemed basis.

When will the Greencastle (GRSFF) consideration shares become tradable?

The consideration shares are under a statutory hold expiring on April 6, 2026 and are expected to list on the TSXV after hold expiry subject to acceptance.

What assets does Royal Uranium hold that Greencastle (GRSFF) gains exposure to?

Royal Uranium holds a portfolio of 18 uranium royalties, the advanced-stage Berlin project in Colombia, oil and gas royalties in Wyoming and Oklahoma, and a coal bed methane royalty in Alberta.

Does the acquisition create a related party transaction for Greencastle (GRSFF)?

No, the announcement states the Vendor is arm's length and the acquisition does not constitute a related party transaction under applicable rules.
Greencastle Res Ltd

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