Greencastle to acquire four million Green Shift shares

Executive Summary

• Greencastle Resources Ltd. has entered into a share purchase agreement to acquire 4 million common shares in Green Shift Commodities Ltd., an arm's-length third party.
• The transaction is structured as a non-cash exchange, with Greencastle issuing 3.6 million common shares from treasury at a deemed price of $0.05 per share, resulting in an aggregate deemed value of $180,000.
• The acquisition is intended for investment purposes to provide exposure to potential commodity cycle upside and complement Greencastle's portfolio, subject to customary closing conditions including TSX Venture Exchange acceptance.

Key Details

• Target Company: Green Shift Commodities Ltd.
• Shares Acquired: 4,000,000 common shares in the capital of Green Shift.
• Previous Holdings: Greencastle held no securities of Green Shift prior to this acquisition.
• Consideration Structure:
  • Type: Issuance of common shares from treasury.
  • Quantity: 3,600,000 common shares.
  • Deemed Price: $0.05 per share.
  • Aggregate Deemed Value: $180,000.
  • Cash Consideration: None.
• Strategic Rationale: Investment purposes; seeking exposure to commodity cycle upside and complementing the broader portfolio focus in the resource sector.
• Closing Conditions: Subject to customary conditions, including corporate approvals and acceptance by the TSX Venture Exchange (TSX-V) for the issuance of consideration shares.
• Share Restrictions: Consideration shares are subject to a statutory hold period of four months and one day from the date of issuance.
• Listing: Consideration shares expected to be listed on the TSX-V upon expiry of the hold period, subject to TSX-V acceptance and compliance with listing requirements.
• Related Party Status: The vendor is arm's length; the transaction does not constitute a related-party transaction under Multilateral Instrument 61-101.
• Fees: No finders' fees or commissions are payable.

Notable Quotes

• "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."