Greencastle Announces Private Placement

Rhea-AI Summary

Greencastle (OTC:GRSFF) announced a non‑brokered private placement to raise up to $200,000 by issuing up to 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. Gross proceeds are earmarked for accounts payable and will not be used for investor relations or paid to non‑arm's length parties.

The company may pay finders a 6% cash commission and issue finder warrants equal to 6% of Units sold. Closing is subject to TSXV and corporate approvals and securities will be subject to a four‑month plus one day hold. The company also appointed Albert Contardi as CEO and director, replacing Anthony Roodenburg.

Positive

• Up to $200,000 financing to address accounts payable
• Units priced at $0.04, offering immediate capital access
• Experienced CEO appointment: Albert Contardi with 15+ years

Negative

• Issuance of up to 5,000,000 Units may dilute existing shareholders
• Warrants exercisable at $0.05 for two years create future dilution
• 6% cash finder fee plus finder warrants reduces net proceeds

Toronto, Ontario--(Newsfile Corp. - February 27, 2026) - Greencastle Resources Ltd. (TSXV: VGN) ("Greencastle" or the "Company") is pleased to announce it intends to complete a non-brokered private placement financing for gross proceeds of up to $200,000 through the issuance of up to 5,000,000 units in the capital of the Company (the "Units") at a price of $0.04 per Unit (the "Offering").

Each Unit shall be 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.

In connection with the Offering, the Company may pay certain eligible finders a cash commission equal to 6% of the gross proceeds of the Offering and may issue such number of finder's warrants (each, a "Finder Warrant") as is equal to 6% of the Units sold pursuant to the Offering. Each Finder Warrant will entitle 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.

Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

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.

In addition, the Company would like to announce that Mr. Albert Contardi has been appointed the Chief Executive Officer and a director of the Company to replace Mr. Anthony Roodenburg. The Company would like to thank Mr. Roodenburg for his contribution to the Company and wishes him all the best in his future endeavors.

Mr. Contardi is a consultant/adviser with over 15 years of legal, investment and capital markets experience. He is currently President of Generic Capital Corporation, a Toronto based exempt market dealer. Mr. Contardi's expertise involves advising and structuring corporate finance transactions in the mining, tech and bio-tech sectors to maximize the value of projects/assets. He has been called to the Ontario Bar and is a graduate of Queen's University Law School.

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

Albert Contardi
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/285756

FAQ

What are the terms of Greencastle's (GRSFF) private placement announced February 27, 2026?

Greencastle is offering up to 5,000,000 Units at $0.04 per Unit, raising up to $200,000. According to the company, each Unit includes one share and one warrant exercisable at $0.05 for two years.

How will Greencastle (GRSFF) use the proceeds from the February 27, 2026 private placement?

The proceeds will be used to pay accounts payable only. According to the company, gross proceeds will not be used for investor relations nor paid to non‑arm's length parties.

What dilution should shareholders expect from Greencastle's (GRSFF) offering on February 27, 2026?

The company may issue up to 5,000,000 new Units plus warrants, which will dilute existing holders. According to the company, all securities will be subject to a four‑month plus one day hold.

What are the finder fees in Greencastle's (GRSFF) February 27, 2026 financing?

Greencastle may pay finders a 6% cash commission and issue finder warrants equal to 6% of Units sold. According to the company, finder warrants are exercisable at $0.05 for two years.

When will Greencastle's (GRSFF) private placement close and what approvals are required?

Closing is subject to receipt of corporate and regulatory approvals, including TSXV approval. According to the company, the offering will not close until all necessary approvals are obtained.

Who is the new CEO of Greencastle (GRSFF) and what is his background?

Albert Contardi was appointed CEO and director, replacing Anthony Roodenburg. According to the company, Contardi has over 15 years of legal, investment and capital markets experience and leads Generic Capital Corporation.