Greencastle Announces Closing of Private Placement

Executive Summary

• Greencastle Resources Ltd. closed a non‑brokered private placement raising $200,000 through the issuance of 5,000,000 units at $0.04 per unit.
• Each unit consists of one common share and one whole‑share purchase warrant exercisable at $0.05 per share for two years.
• Net proceeds are earmarked to satisfy accounts payable, with no portion allocated to investor relations or non‑arm’s‑length parties.

Key Details

• Units issued: 5,000,000 (each = 1 common share + 1 warrant)
• Price per unit: $0.04 → gross proceeds of $200,000
• Warrant terms: Right to purchase one common share at $0.05 per share; exercisable for two years from issuance.
• Use of proceeds: Fully directed to pay accounts payable.
• Related‑party participation: Insiders purchased 2,500,000 units (50% of the offering).
• Exemptions relied upon: MI 61‑101 sections 5.5(b) and 5.7(1)(b); no material change report filed due to timing considerations.
• Holding period: Units subject to a four‑month plus one day lock‑up from issuance; resale governed by applicable securities legislation.
• Regulatory notes: Offering not registered under U.S. securities laws; not offered to U.S. persons absent exemption or registration.

Notable Quotes

• Albert Contardi, CEO: “The proceeds will be used to address our accounts payable and support continued operations without diverting resources to investor relations or related‑party payments.”