VGN Greencastle Resources Ltd

Greencastle Resources Ltd. (TSX VENTURE:VGN) ("Greencastle," or the "Company,")
announces that Greencastle has assigned its rights under an option agreement to
earn a 100% interest in the Nechako Property to Deveron Resources Ltd.
("Deveron"). The Nechako Property is located in the Blackwater gold camp
approximately 100 kilometres southwest of Vanderhoof, central BC. Under the
option agreement Greencastle had an option to acquire a 100% interest in the
property, covering approximately 13,000 ha (28 claims), on the Nechako Plateau.
The assignment is part of a spin-out transaction by the Company involving
Deveron. The Company anticipates that Deveron will file a prospectus in the near
future.


Pursuant to the assignment agreement, Greencastle assigned all of its right,
title and interest in the underlying option agreement on the Nechako property to
Deveron in consideration of Deveron issuing to Greencastle 2,431,090 units of
Deveron and Deveron granting to Greencastle a 1% net smelter return royalty on
the Nechako Property. Each unit consists of one (1) common share in the capital
of Deveron and one (1) common share purchase warrant of Deveron, each warrant
entitling the holder thereof to acquire one (1) additional common share of
Deveron at a price of $0.30 at any time on or before July 31, 2016. 


In connection with the assignment, and in order to be able to make the final
option payment under the option agreement, the Company has completed a private
placement of 300,000 common shares with Deveron at a price of $0.10 per share
for gross proceeds of $30,000. Acquisition of these shares gives Deveron the
ability to meet the requirements to fully exercise the option and acquire a 100%
interest in the Nechako Property. Completion of the private placement is subject
to the approval of the TSX Venture Exchange ("TSXV") and the common shares of
the Company issued to Deveron are subject to a four month hold.


The Company owns 7,569,505 common shares of Deveron representing approximately
86% of the issued and outstanding shares of Deveron. James Pirie and Anthony
Roodenburg, directors and officers of the Company, are directors, officers
and/or shareholders of Deveron. The Company is relying on exemptions from the
formal valuation and minority shareholder approval requirements of Multilateral
Instrument 61-101 based on the fair market value of the transaction not
exceeding 25% of the Company's market capitalization and the fact that the
common shares of the Company are listed on the TSXV. A material change report in
connection with the private placement will be filed less than 21 days before the
closing of the private placement. This shorter period is reasonable and
necessary in the circumstances as the Company wished to complete the private
placement in a timely manner.


This news release includes certain "forward looking statements" within the
meaning of that phrase under Canadian securities laws. Without limitation,
statements regarding potential mineralization and resources, exploration
results, and future plans and objectives of the Company are forward looking
statements that involve various degrees of risk. Forward-looking statements
reflect management's current views with respect to possible future events and
conditions and, by their nature, are based on management's beliefs and
assumptions and subject to known and unknown risks and uncertainties, both
general and specific to the Company. Although the Company believes the
expectations expressed in such forward-looking statements are reasonable, such
statements are not guarantees of future performance and actual results or
developments may differ materially from those in our forward-looking statements.
The following are important factors that could cause the Company's actual
results to differ materially from those expressed or implied by such forward
looking statements: changes in the world wide price of commodities, general
market conditions, risks inherent in exploration, risks associated with
development, construction and mining operations, the uncertainty of future
profitability and the uncertainty of access to additional capital. Additional
information regarding the material factors and assumptions that were applied in
making these forward looking statements as well as the various risks and
uncertainties we face are described in greater detail in the "Risk Factors"
section of our annual and interim Management's Discussion and Analysis of our
financial results and other continuous disclosure documents and financial
statements we file with the Canadian securities regulatory authorities which are
available at www.sedar.com. The Company undertakes no obligation to update this
forward looking information except as required by applicable law. The Company
relies on litigation protection for forward looking statements.

Greencastle Resources (TSXV:VGN)
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Greencastle Resources (TSXV:VGN)
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De Jan 2024 à Jan 2025