Greencastle Announces Closing of Private Placement

Rhea-AI Summary

Greencastle (OTC: GRSFF) closed a non-brokered private placement on March 23, 2026, raising $200,000 through the issuance of 5,000,000 units at $0.04 per unit. Each unit includes one common share and one warrant exercisable at $0.05 for two years.

The Company said gross proceeds will be used for accounts payable, securities are subject to a four-month-plus-one-day hold, insiders purchased 2,500,000 units, and the offering relied on MI 61-101 exemptions. Securities will not be registered in the United States.

Positive

• Raised $200,000 in fresh capital
• Insiders subscribed to 2,500,000 units (50% of offering)
• Short warrant strike of $0.05 may encourage prompt exercises

Negative

• Issued 5,000,000 new units, causing immediate shareholder dilution
• Warrants at $0.05 could add further dilution if exercised within two years
• Proceeds restricted to accounts payable, not growth or exploration funding

Toronto, Ontario--(Newsfile Corp. - March 23, 2026) - Greencastle Resources Ltd. (TSXV: VGN) ("Greencastle" or the "Company") announces that, further to its press release of February 27, 2026, the Company has closed its non-brokered private placement financing for gross proceeds of $200,000 through the issuance of 5,000,000 units in the capital of the Company (the "Units") at a price of $0.04 per Unit (the "Offering").

Each Unit was comprised of one common share in the capital of the Company (each, a "Common Share") and one whole Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.05 per Common Share until the date that is two (2) years from the date of issuance. Gross proceeds raised from the Offering will be used for accounts payable. The Company confirms that the gross proceeds will not be used for investor relations or paid to non-arm's length parties. All securities issued in connection with the Offering are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as an insiders of the Company acquired an aggregate of 2,500,000 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insiders does not exceed $2,500,000. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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

Albert Contardi
Chief Executive Officer
Tel.: 416-361-2832

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/289560

FAQ

How much did Greencastle (GRSFF) raise in the March 23, 2026 private placement?

Greencastle raised $200,000 via a non-brokered private placement. According to the company, proceeds came from issuance of 5,000,000 units at $0.04 per unit and will be used for accounts payable.

What are the terms of the warrants issued in Greencastle's (GRSFF) March 23, 2026 offering?

Each unit included one warrant exercisable at $0.05 for two years. According to the company, each warrant converts to one common share if exercised within that two-year period.

How much insider participation occurred in Greencastle's (GRSFF) private placement on March 23, 2026?

Insiders acquired 2,500,000 units, representing half the offering. According to the company, the transaction was a related party deal relying on MI 61-101 exemptions for valuation and approval.

What will Greencastle (GRSFF) use the $200,000 proceeds for after the March 23, 2026 closing?

The company said the gross proceeds will be used to pay accounts payable. According to the company, funds will not be used for investor relations or paid to non-arm's-length parties.

Are the securities from Greencastle's (GRSFF) March 23, 2026 placement tradable immediately?

No; securities are subject to a statutory hold period of four months plus one day. According to the company, resale is also governed by applicable securities legislation and exemptions.