Highrock Resources Closes Private Placement

Executive Summary

• Highrock Resources Ltd. completed a non‑brokered private placement of 2,000,000 units at $0.05 per unit, raising gross proceeds of $100,000.
• Each unit consists of one common share and one whole‑share purchase warrant exercisable at $0.075 for two years; securities are subject to a four‑month hold period.
• The transaction involved related‑party insiders purchasing 1,200,000 units and resulted in Greencastle Resources increasing its ownership stake to approximately 25.3% (undiluted).

Key Details

• Units Issued: 2,000,000 at $0.05 per unit → Gross Proceeds: $100,000.
• Unit Composition: 1 common share + 1 whole‑share purchase warrant per unit.
• Warrant Terms: Exercise price $0.075 per share; exercisable for two years from issuance.
• Use of Proceeds: Working capital and general corporate purposes.
• Hold Period: Four months plus one day from the date of issuance, subject to resale rules.
• Related‑Party Transaction: Insiders acquired 1,200,000 units; exemption relied upon under MI 61‑101 sections 5.5(b) & 5.7(1)(b). No material change report filed prior to closing.
• Greencastle Resources Ownership Pre‑Offering: 6,084,940 common shares and 2,200,000 warrants (≈23.40% undiluted).
• Greencastle Resources Ownership Post‑Offering: 7,084,940 common shares and 3,200,000 warrants (≈25.30% undiluted; ≈32.96% partially diluted).
• Regulatory Notice: Securities not registered in the U.S.; offering not an offer or solicitation to U.S. persons.

Notable Quotes

(No executive quotes were included in the release.)