Mr. Anthony Roodenburg of Greencastle reports
GREENCASTLE ANNOUNCES ACQUISITION OF COMMON SHARES OF GREEN SHIFT COMMODITIES LTD.
Greencastle Resources Ltd. has entered into a share purchase agreement dated Jan. 19, 2026, with an arm's-length third party, pursuant to which the company will acquire an aggregate of four million common shares in the capital of Green Shift Commodities Ltd. Prior to the acquisition of the purchased shares, the company did not hold any securities of Green Shift.
As consideration for the purchased shares, the company will issue 3.6 million common shares from treasury at a deemed price of five cents per share for an aggregate deemed value of $180,000. No cash consideration is payable.
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. Green Shift is engaged in the resource sector, and the company believes that the acquisition provides attractive exposure to potential commodity cycle upside and complements the company's broader portfolio focus.
Closing of the acquisition remains subject to customary conditions, including receipt of all necessary corporate approvals and acceptance of the TSX Venture Exchange for the issuance of the consideration shares.
The consideration shares will be issued under applicable Canadian securities laws, and will be subject to a statutory hold period of four months and one day from the date of issuance. The consideration shares are expected to be listed for trading on the TSX-V upon expiry of the hold period, subject to TSX-V acceptance and compliance with applicable listing requirements.
The vendor is arm's length to the company within the meaning of applicable securities laws. No finders' fees or commissions are payable in connection with the acquisition. The acquisition does not constitute a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).
We seek Safe Harbor.
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