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Greencastle Resources Ltd. — Audit Report / Information 2025
Apr 23, 2026
44600_rns_2026-04-22_8cbb51fe-9a1b-4513-a024-84cc1d92cdea.pdf
Audit Report / Information
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GREENCASTLE RESOURCES LTD. Financial Statements (Expressed in Canadian Dollars) Years Ended December 31, 2025 and 2024
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Greencastle Resources Ltd.
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Greencastle Resources Ltd. (the Company), which comprise the statements of financial position as at December 31, 2025 and 2024, and the statements of net loss, statements of comprehensive loss, statements of cash flows and statements of changes in equity for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended, in accordance with International Financial Reporting Standards.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Relating to Going Concern
We draw your attention to Note 1 in the financial statements, which indicates that the Company incurred a comprehensive loss of $1,142,873 during the year ended December 31, 2025. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in the Emphasis of Matter – Material Uncertainty Related to Going Concern section of our report, we have determined that there are no other key audit matters to communicate in our auditor’s report.
Information Other than the Financial Statements and Auditor’s Report Thereon
Management is responsible for the other information. The other information comprises the management’s discussion and analysis, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because of the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Pat Kenney.
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Chartered Professional Accountants Licensed Public Accountants
Mississauga, Ontario April 22, 2026
Greencastle Resources Ltd.
Statements of Financial Position
(Expressed in Canadian Dollars)
| As at | As at | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | |||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents (Note 6) | $ | 915,495 | $ | 495,713 |
| Marketable securities (Note 7) | 425,351 | 1,647,934 | ||
| Accounts receivable | 33,900 | 28,250 | ||
| Prepaid expenses | 23,599 | 22,266 | ||
| Promissorynotes receivable(Note 10) | 230,796 | 498,967 | ||
| Total current assets | 1,629,141 | 2,693,130 | ||
| Non-current assets | ||||
| Oil and gas interests (Note 9) | 1 | 1 | ||
| Promissory note receivable (Note 10) | 119,867 | - | ||
| Investment in associate(Note 8) | 33,892 | 46,977 | ||
| Total non-current assets | 153,760 | 46,978 | ||
| Total assets | $ | 1,782,901 | $ | 2,740,108 |
| Liabilities | ||||
| Current liabilities | ||||
| Accountspayable and accrued liabilities(Note 11) | $ | 73,749 | $ | 63,083 |
| Total liabilities | 73,749 | 63,083 | ||
| Equity | ||||
| Share capital (Note 12) | 5,976,873 | 5,801,873 | ||
| Reserves | 2,994,580 | 2,994,580 | ||
| Deficit | (7,262,301) | (6,119,428) | ||
| Total equity | 1,709,152 | 2,677,025 | ||
| Total liabilities and equity | $ | 1,782,901 | $ | 2,740,108 |
The notes to the financial statements are an integral part of these statements.
Nature of operations and going concern (Note 1) Events after the reporting period (Note 19)
Approved by the Board of Directors:
| "David Martin" | Director |
|---|---|
| "Albert Contardi" | Director |
- 1 -
Greencastle Resources Ltd. Statements of Net Loss (Expressed in Canadian Dollars)
| Year Ended | Year Ended | ||
|---|---|---|---|
| December 31, | |||
| 2025 | 2024 | ||
| Revenues | |||
| Royalty income - oil and gas (Note 9) | $ | 58,592 $ | 44,100 |
| Other items | |||
| (Loss) gain on foreign exchange | (12,687) | 17,461 | |
| Interest, dividend and other income (Note 7) | 131,175 | 57,676 | |
| Loss on sale of subsidiary (Note 1) | - | (173,717) | |
| Loss from investment in associate (Note 8) | (87,633) | (72,692) | |
| Other income (Note 15(b)(iv)) | 5,000 | 60,000 | |
| Realized gain (loss) on marketable securities (Note 7) | 287,379 | (61,239) | |
| Unrealized loss on marketable securities(Note 7) | (732,707) | (1,306,379) | |
| (350,881) | (1,434,790) | ||
| Expenses | |||
| Accounting (Notes 15(a)(i)) | 34,162 | 40,500 | |
| Consulting fees | 18,000 | 18,000 | |
| Office and general (Note 15(a)(ii)) | 291,234 | 296,122 | |
| Write down of promissory notes (Note 10) | 307,961 | - | |
| Director fees (Note 15(a)(iii)) | 40,000 | 40,000 | |
| Professional fees (Note 15(b)(i)) | 74,202 | 60,235 | |
| Shareholder relations (Note 15(a)(i)) | 16,956 | 18,429 | |
| Travel | 9,477 | 19,003 | |
| 791,992 | 492,289 | ||
| Net loss for theyear | **$ ** | (1,142,873) $ | (1,927,079) |
| Basic and diluted income (loss) per share(Note 16) | |||
| - basic | $ | (0.03) $ | (0.05) |
| - diluted | $ | (0.03) $ | (0.05) |
| Weighted average number of common shares | |||
| outstanding | |||
| - basic | 36,459,986 | 36,210,671 | |
| - diluted | 36,459,986 | 36,210,671 |
The notes to the financial statements are an integral part of these statements.
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Greencastle Resources Ltd. Statements of Comprehensive Loss (Expressed in Canadian Dollars)
| Year Ended | |
|---|---|
| December 31, | |
| 2025 2024 |
|
| Net loss for the year | $ (1,142,873) $ (1,927,079) |
| Other comprehensive income | |
| Items that will be reclassified subsequently to the | |
| profit or loss statements | |
| Exchange differences on translating foreign | |
| operations | - 209,846 |
| Total comprehensive loss for theyear | $ (1,142,873) $ (1,717,233) |
The notes to the financial statements are an integral part of these statements.
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Greencastle Resources Ltd. Statements of Cash Flows (Expressed in Canadian Dollars)
| Year Ended | Year Ended | ||
|---|---|---|---|
| December 31, | |||
| 2025 | 2024 | ||
| Cash (used in) provided by | |||
| Operating activities | |||
| Net loss for the year before interest and dividend income | **$ ** | (1,142,873) $ | (1,984,755) |
| Adjustments for non-cash items: | |||
| Unrealized loss on marketable securities | 732,707 | 1,306,379 | |
| Accrued interest on promissory notes | (34,656) | 28,277 | |
| Realized (gain) loss on marketable securities | (287,379) | 61,239 | |
| Write down of promissory note | 307,960 | - | |
| Gain from shares acquired in investment in associate | (74,548) | - | |
| Loss from investment in and loans to associate | 87,633 | 72,692 | |
| Loss from the sale of subsidiary | - | 173,717 | |
| Changes in non-cash working capital: | |||
| Accounts receivable | (5,650) | (28,250) | |
| Prepaid expenses | (1,333) | 22,608 | |
| Accountspayable and accrued liabilities | 10,005 | 21,120 | |
| Total cash used in operatingactivities | (408,134) | (326,973) | |
| Investing activities | |||
| Proceeds from sale of marketable securities | 1,555,392 | 1,265,967 | |
| Purchase of marketable securities | (659,103) | (656,709) | |
| Promissory notes receivable | (125,000) | - | |
| Interest received | 40,772 | 31,186 | |
| Dividends received | 15,855 | 26,490 | |
| Total cashprovided byinvestingactivities | 827,916 | 666,934 | |
| Foreign exchange | - | 9,796 | |
| Net increase in cash and cash equivalents | 419,782 | 349,757 | |
| Cash and cash equivalents, beginning of year | 495,713 | 145,956 | |
| Cash and cash equivalents, end ofyear | $ | 915,495 $ | 495,713 |
The notes to the financial statements are an integral part of these statements.
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Greencastle Resources Ltd. Statements of Changes in Shareholders' Equity (Expressed in Canadian Dollars)
| Share capital |
Reserves Foreign Equity settled operations share-based currency Contributed Warrants payments translation surplus on Total reserve reserve reserve dilutiongain Deficit equity |
|---|---|
| Balance, December 31, 2023 $ 5,801,873 Expiry of warrants - Net loss for the year - Exchange differences on translatingforeign operations - |
$ 42,043 $ 2,266,028 $ (209,846) $ 686,509 $ (4,192,349) $ 4,394,258 (42,043) 42,043 - - - - - - - - (1,927,079) (1,927,079) - - 209,846 - - 209,846 |
| Balance, December 31, 2024 **$ 5,801,873 ** |
$ - $ 2,308,071 $ - $ 686,509 $ (6,119,428) $ 2,677,025 |
| Balance, December 31, 2024 $ 5,801,873 Shares issued for acquisition of Royal Uranium (Note 12) 175,000 Net loss for theyear - |
$ - $ 2,308,071 $ - $ 686,509 $ (6,119,428) $ 2,677,025 - - - - - 175,000 - - - - (1,142,873) (1,142,873) |
| Balance, December 31, 2025 **$ 5,976,873 ** |
$ - $ 2,308,071 $ - $ 686,509 $ (7,262,301) $ 1,709,152 |
The notes to the financial statements are an integral part of these statements.
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Greencastle Resources Ltd. Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
1. Nature of operations and going concern
Greencastle Resources Ltd. ("Greencastle" or the "Company") is a diversified company with interests in gold and base metals exploration and oil and gas exploration and royalties, as well as in strategic and non-strategic investments in other companies that are traded on the North American exchanges. The Company’s common shares are listed on the TSX Venture Exchange ("TSXV") under the symbol VGN. The primary office is located at The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.
On May 25, 2024, the Company sold their common shares in its former subsidiary, Greencastle USA Ltd. to an unrelated third party for a $100,000 unsecured promissory note and recognized a loss on disposal of $173,717.
These financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations. Certain principal conditions and events are prevalent which indicate that there could be significant doubt about the Company’s ability to continue as a going concern for a reasonable period of time. These include: (i) recurring operating losses and (ii) inability to obtain additional financing. Furthermore, additional funding may be required to carry on the exploration and evaluation of the Company’s mineral properties and oil and gas interests. The ability of the Company to continue operations is dependent upon obtaining the necessary financing to complete the development of its properties if they are proven successful and/or the realization of proceeds from the sale of one or more of its properties or marketable securities. As at December 31, 2025, the Company had deficit of $7,262,301 (December 31, 2024 - deficit of $6,119,428). Net loss for the year ended December 31, 2025 was $1,142,873 (year ended December 31, 2024 - loss of $1,927,079). These conditions raise material uncertainties which cast significant doubt as to whether the Company will be able to continue as a going concern. These financial statements do not include any adjustments related to the carrying values and classifications of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
2. Summary of material accounting policies
(a) Statement of compliance
The financial statements have been prepared in accordance with IFRS® Accounting Standards ("IFRS") issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), effective for the Company’s reporting for the year ended December 31, 2025. The policies set out below are based on IFRS issued and outstanding as of April 16, 2026, the date the Board of Directors approved the statements.
(b) Basis of presentation
These financial statements have been prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss ("FVTPL") that are carried at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.
In the preparation of these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from these estimates. Of particular significance are the estimates and assumptions used in the recognition and measurement of items included in Note 2(d).
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Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
2. Summary of material accounting policies (continued)
(c) Basis of preparation
The financial statements for the year ended December 31, 2024 incorporate the financial statements of the Company and its former subsidiary, Greencastle USA Ltd, to the date of disposal (see Note 1).
The subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date that such control ceases. Control is achieved when an investor has power over an investee to direct its activities, exposure to variable returns from an investee, and the ability to use the power to affect the investor's returns. On May 25, 2024, the Company sold its US subsidiary, thus, Greencastle USA Ltd. ceased to be consolidated.
The results of subsidiaries acquired or disposed of during the years presented are included in the statements of net loss from the effective date of control and up to the effective date of disposal or loss of control, as appropriate. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.
(d) Critical accounting estimates, judgements and assumptions
The preparation of the financial statements using accounting policies consistent with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. The preparation of the financial statements also requires management to exercise judgment in the process of applying the accounting policies.
i) Critical accounting estimates
Royalties receivable – management is required to estimate the recoverable amount of royalties receivable by assessing whether or not there is reasonable assurance of the collection.
Share-based payments – management is required to make a number of estimates when determining the compensation expense resulting from share-based transactions, including the forfeiture rate and expected life of the instruments.
Valuation of promissory notes receivable - management is required to estimate the recoverable amount of the promissory note receivable by assessing whether or not there is reasonable assurance of the collection.
ii) Critical judgments in applying accounting policies
Going concern – the assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in Note 1.
Fair value of marketable securities - the Company has investments in marketable securities and is required to make judgments to determine their fair value subsequent to initial recognition. Management also required to determine on whether those marketable securities have sufficient trading volume and reasonable bid-ask spread to determine if they are active enough to be measured at Level 1 of the fair value hierarchy or if other levels are more appropriate.
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Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
2. Summary of material accounting policies (continued)
(d) Critical accounting estimates and judgments (continued)
- ii) Critical judgments in applying accounting policies (continued)
Income taxes – measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only become final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the financial statements.
Determination of significant influence in investment in associate requires management to make judgments in the interpretation of IAS 28 guidance regarding quantitative and qualitative factors impacting such assessment.
Valuation of shares issued for non-cash consideration - the Company applies judgments with respect to the fair value assigned to shares issued for non-cash consideration.
(e) Financial instruments
Financial assets
Financial assets are classified as either financial assets at FVTPL, amortized cost, or fair value through other comprehensive income ("FVTOCI"). The Company determines the classification of its financial assets at initial recognition.
i. Financial assets recorded at FVTPL
Financial assets are classified as FVTPL if they do not meet the criteria of amortized cost or FVTOCI. Gains or losses on these items are recognized in profit or loss. On initial recognition, warrants acquired as part of a unit, with a common share, are valued using the black-scholes pricing model, taking into account the terms and conditions upon which the instruments are granted. The Company’s cash and cash equivalents and marketable securities are classified as financial assets measured at FVTPL.
ii. Amortized cost
Financial assets are classified as measured at amortized cost if both of the following criteria are met and the financial assets are not designated as at FVTPL: 1) the object of the Company’s business model for these financial assets is to collect their contractual cash flows; and 2) the asset’s contractual cash flows represent "solely payments of principal and interest".
The Company’s accounts receivable and promissory notes receivable are classified as financial assets measured at amortized cost.
iii. Financial assets recorded at FVTOCI
Financial assets are recorded at FVTOCI when the change in fair value is attributable to changes in the Company’s credit risk.
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Greencastle Resources Ltd.
Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
2. Summary of material accounting policies (continued)
(e) Financial instruments (continued)
Financial liabilities
Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.
i. Amortized cost
Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination.
The Company’s accounts payable and accrued liabilities do not fall into any of the exemptions and are therefore classified as measured at amortized cost.
ii. Financial liabilities recorded FVTPL
Financial liabilities are classified as FVTPL if they fall into one of the five exemptions detailed above.
Transaction costs
Transaction costs associated with financial instruments, carried at FVTPL, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability.
Subsequent measurement
Instruments classified as FVTPL are measured at fair value with unrealized gains and losses recognized in profit or loss. Instruments classified as amortized cost are measured at amortized cost using the effective interest rate method. Instruments classified as FVTOCI are measured at fair value with unrealized gains and losses recognized in other comprehensive income.
Derecognition
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
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Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
2. Summary of material accounting policies (continued)
(e) Financial instruments (continued)
Expected credit loss impairment model
IFRS 9 introduced a single expected credit loss impairment model, which is based on changes in credit quality since initial application. The adoption of the expected credit loss impairment model had no impact on the Company’s financial statements.
For sundry receivable, the Company applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Sundry receivable are written off when there is no reasonable expectation of recovery.
(f) Cash and cash equivalents
Cash and cash equivalents consists of cash on hand and balances with banks, including guaranteed investment certificates with original maturity dates of 3 months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value or which are cashable without penalty. The Company did not have any cash equivalents as of December 31, 2025 ($nil - December 31, 2024).
(g) Revenue recognition
Royalty income is recognized when earned, on an accrual basis. Royalty income is considered earned when the oil and gas operators have completed the extraction of oil and gas from the wells and transfer the rights, obligations, control and benefits to the oil and gas to the purchasers of these commodities.
Interest and dividend income includes interest earned on bank deposits and money market investments and dividends earned from marketable securities. The Company recognized interest when earned using the effective interest rate method. Dividend income is recognized when declared.
Consulting income is recognized when service is rendered.
(h) Oil and gas interests
The costs of acquiring interests in oil and gas properties are recognized at fair value at the date of acquisition.
Oil and gas exploration and evaluation:
All costs related to exploration and evaluation activities are expensed as incurred. Once technical feasibility and commercial viability is established for a property, future expenditures related to the development of the property are capitalized. The carrying value of any capitalized costs are assessed at each reporting date for potential impairment. No such exploration and evaluation expenditures have been identified and capitalized.
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Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
2. Summary of material accounting policies (continued)
(i) Mining interests
The Company expenses exploration and evaluation expenditures as incurred in mineral properties not commercially viable and technically feasible. Exploration and evaluation expenditures include acquisition costs of mineral properties, property option payments and exploration and evaluation activities. Once a project has been established as commercially viable and technically feasible, related development expenditures are capitalized. This includes costs incurred in preparing the site for mining operations. Capitalization ceases when the mine is capable of commercial production, with the exception of development costs that give rise to a future benefit. Exploration and evaluation expenditures are capitalized if the Company can demonstrate that these expenditures meet the criteria of an identifiable intangible or tangible asset. To date, no such exploration and evaluation expenditures have been identified and capitalized.
(j) Decommissioning liability
A legal or constructive obligation to incur restoration, rehabilitation and environmental costs may arise when environmental disturbance is caused by the Company’s exploration and evaluation activities. Discount rates using a pretax rate that reflects the risk and the time value of money are used to calculate the net present value. These costs are charged against profit or loss as exploration and evaluation expenditures and the related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.
(k) Income taxes
Tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and joint ventures to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
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Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
2. Summary of material accounting policies (continued)
(l) Foreign currency translation
The Canadian dollar is the functional and presentation currency of the Company. Functional currency is also determined for each of the company’s former subsidiaries, and items included in the financial statements of the subsidiary are measured using that functional currency.
Transactions in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities not denominated in the functional currency are translated at the year end rates of exchange. Foreign exchange gains and losses are recognized in the statements of net loss. Intercompany amounts with foreign operations for which settlement is neither planned nor likely to occur in the foreseeable future are part of the Company’s net investment in the foreign operation. Foreign exchange gains and losses related to these intercompany amounts and its net investment are included in the other comprehensive income.
Assets and liabilities of entities with functional currencies other than Canadian dollars are translated at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the year. The resulting translation adjustments are included in the other comprehensive income in shareholders' equity.
(m) Share-based payments
The Company operates a stock option plan under which it receives services from employees, and others providing similar services, as consideration for stock option over the equity instruments of the Company.
Stock options granted may be settled with shares of the Company. The expense is determined based on the fair value of the award granted and recognized over the period which services are received, which is the vesting period. For awards with graded vesting, the fair value of each trance is recognized over its respective vesting period. At the end of each reporting period, the Company re-assesses its estimates of the number of awards that are expected to vest and recognizes the impact of the revisions in the statement of net loss.
(n) Loss per share
The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed similarly to basic income per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the years.
(o) Provisions
A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.
The Company had no provisions at December 31, 2025 and 2024.
- 12 -
Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
2. Summary of material accounting policies (continued)
(p) Repurchase of shares
Repurchase of shares is recorded using the constructive retirement method which is used under the assumption that the repurchased stock will not be reissued in the future. Under this approach, the amount by which the repurchased amount was less than the stated capital of the shares has been credited to deficit. The stated capital of the repurchased shares is determined based on the average cost of the particular share class at the time of repurchase.
(q) Investment in associate
An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of the associates are incorporated in these financial statements using the equity method of accounting. Under the equity method, investments in the associates are initially recognized in the statements of financial position at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the associates. Changes in net assets of the associate other than profit or loss and other comprehensive income are not accounted for unless such changes resulted in changes in ownership interest held by the Company. When the Company’s share of losses of an associate exceeds the Company’s interest in that associate (which includes any long-term interests that, in substance, form part of the Company's net investment in the associate), the Company discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.
3. Capital management
The Company manages its capital with the following objectives:
(i) To ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and
- (ii) To maximize shareholder return.
The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets.
The capital structure is reviewed by management and the Board of Directors on an ongoing basis. The Company considers its capital to be equity, comprising share capital, reserves and deficit which at December 31, 2025, totaled $1,709,152 (December 31, 2024 - $2,677,025). The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is updated based on the Company’s exploration and evaluation activities and oil and gas activities. Information is provided to the Board of Directors. The Company's capital management objectives, policies and processes have remained unchanged during the year ended December 31, 2025. The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than Policy 2.5 of the TSXV which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of December 31, 2025, management believes it is compliant with known requirements.
- 13 -
Greencastle Resources Ltd.
Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
4. Financial risk factors
(a) Financial risk
The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate, foreign currency rate and price risk).
Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.
(i) Credit risk
Credit risk is the risk of loss associated with a counterpart’s inability to fulfills its payment obligations. The Company's credit risk is primarily attributable to cash and cash equivalents, marketable securities, promissory note receivable and accounts receivable. Cash and cash equivalents consist of money market investments, which have been invested with Canadian financial institutions. Marketable securities includes investments in equity of companies listed on the North American markets and which investments are held in a Canadian financial institution. Financial instruments included in accounts receivable consists of an amount accrued for consulting income for services rendered to Highrock. Accounts receivable are in good standing as of December 31, 2025. Management believes that the credit risk concentration with respect to financial instruments is minimal. Credit risk for promissory notes receivables is assessed on a case-by-case basis. The Company analyzes both quantitative and qualitative data. A receivable is considered in default when the debtor is unlikely to pay its credit obligations in full and the Company has limited recourse.
(ii) Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they become due, or can only do so at excessive cost. The Company’s liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. As at December 31, 2025, the Company had a cash and cash equivalents balance of $915,495 (December 31, 2024 - $495,713) to settle current liabilities of $73,749 (December 31, 2024 - $63,083). All of the Company's financial liabilities have contractual maturities of less than 90 days and are subject to normal trade terms, except for the securities to be sold under repurchase agreements. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity.
(iii) Market risk
Interest rate risk
Interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates. The Company has cash balances and no interest-bearing debt. The Company's current policy is to invest surplus cash in money market investments that pay out interest income. The Company periodically monitors the money market investment it makes and is satisfied with the creditworthiness of these investments.
- 14 -
Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
4. Financial risk factors (continued)
(a) Financial risk (continued)
(iii) Market risk (continued)
Foreign currency risk
Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using cash flow forecasting. The Company's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Company funds certain operations, exploration and administrative expenses in the United States on a cash call basis using US dollar converted from its Canadian dollar bank accounts held in Canada. The Company maintains US dollar bank accounts in Canada. The Company is subject to gains and losses due to fluctuations in the US dollar against the Canadian dollar. See Note 4(b)(ii) for sensitivity analysis.
Price risk
The Company is exposed to price risk with respect to equity prices and commodity prices. Equity price risk is defined as the potential adverse impact on the Company’s loss due to movements in individual equity prices or general movements in the level of stock market. Commodity price risk is defined as the potential adverse impact and economic value due to commodity price movements and volatilities.
The Company has approximately $0.425 million invested in marketable securities. These investments are classified as FVTPL and are subject to equity price risk. The fluctuation in the price of these marketable securities could have a significant impact on the Company's profit or loss for the year ended December 31, 2025. The Company’s year end equity would also increase or decrease by the additional profit or loss amount. See Note 4(b)(iv) for sensitivity analysis.
(b) Sensitivity analysis
The sensitivity analysis shown in the notes below may differ materially from actual results. Based on management's knowledge and experience of the financial markets, the Company believes the following movements are "reasonably possible" over a twelve month period.
-
(i) The Company receives no interest on its cash balances and, as such, does not have significant interest rate risk.
-
(ii) The Company is exposed to foreign currency risk on fluctuations of financial instruments related to cash and cash equivalents that are denominated in US dollars. As at December 31, 2025, had the US dollar decreased/increased by 10% against the Canadian dollar with all other variables held constant, the Company’s reported net loss for the year ended December 31, 2025, would have been approximately $25,000 higher/lower (2024 - $36,000).
-
15 -
Greencastle Resources Ltd.
Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
4. Financial risk factors (continued)
-
(b) Sensitivity analysis (continued)
-
(iii) Royalty revenue from oil and gas is impacted by changes in oil and natural gas price because the increase or decrease in oil and gas price will increase or decrease the Company’s revenue accordingly. Had oil and gas prices increased/decreased by 10% with all other variables held constant, the Company’s reported net loss for the year ended December 31, 2025, would have been approximately $5,900 higher/lower. Similarly, as at December 31, 2025, reported shareholders’ equity would have been approximately $5,900 higher/lower as a result of a 10% increase/decrease in oil and natural gas prices.
Commodity prices for gold, silver, oil, gas and other metals and materials could also adversely affect the Company. In particular, the Company’s future profitability and viability depends upon the world market price of these commodities. Commodity prices have fluctuated significantly in recent years. There is no assurance that, even if commercial quantities of these commodities can be discovered in the future, a profitable market will exist for them. As at December 31, 2025, the Company was not a producer of any commodities. Even so, commodity price risk may affect the completion of future equity transactions such as equity offerings and the exercise of stock options.
- (iv) The Company's marketable securities are denominated in Canadian and US dollars and are subject to fair value fluctuations. As at December 31, 2025, if the fair value of the Company's marketable securities had increased/decreased by 10% with all other variables held constant, loss for the year ended December 31, 2025, would have been approximately $28,000 lower/higher. Similarly, as at December 31, 2025, the Company's reported shareholders' equity would have been approximately $28,000 higher/lower as a result of a 10% increase/decrease in marketable securities.
5. Categories of financial instruments
| As at December 31, | 2025 | 2024 | ||
|---|---|---|---|---|
| Financial assets: | ||||
| FVTPL | ||||
| Cash and cash equivalents | $ | 915,495 | $ | 495,713 |
| Marketable securities | 425,351 | 1,647,934 | ||
| Amortized cost | ||||
| Accounts receivable | 33,900 | 28,250 | ||
| Promissorynote receivable | 350,663 | 498,967 | ||
| Financial liabilities: | ||||
| Amortized cost | ||||
| Accountspayable and accrued liabilities | 73,749 | 63,083 |
As of December 31, 2025 and 2024, the fair value of all the Company's financial instruments carried at amortized cost approximates the carrying value, due to their short-term nature.
- 16 -
Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
5. Categories of financial instruments (continued)
Fair value measurements
Fair value is the price that would be received to dispose of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly, Level 3 inputs are unobservable inputs for the asset of liability. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.
- (a) Assets and liabilities measure at fair value on a recurring basis:
| Quoted | ||||||||
|---|---|---|---|---|---|---|---|---|
| prices in | ||||||||
| active | Significant | |||||||
| markets for | other | Significant | ||||||
| identical | observable | unobservable | ||||||
| assets | inputs | inputs | Aggregate | |||||
| As at December 31, 2025 | (Level 1) | (Level 2) | (Level 3) | fair value | ||||
| Cash and cash equivalents | $ | 915,495 | $ | - | $ | - | $ | 915,495 |
| Marketable securities | 148,013 | 102,338 | 175,000 | 425,351 | ||||
| **$ ** | 1,063,508 | $ | 102,338 | $ | 175,000 | **$ ** | 1,340,846 | |
| As at December 31, 2024 | ||||||||
| Cash and cash equivalents | $ | 495,713 | $ | - | $ | - | $ | 495,713 |
| Marketable securities | 1,611,805 | 36,129 | - | 1,647,934 | ||||
| **$ ** | 2,107,518 | $ | 36,129 | $ | - | **$ ** | 2,143,647 |
The Company’s investment in marketable securities is measured using the fair value hierarchy as follows:
Level 1: Common shares of companies and other equity instruments listed on the Toronto Stock Exchange ("TSX") and TSXV that are actively traded and with readily and reliable fair value information at the reporting date.
Level 2: Common shares of companies and other equity instruments listed on the TSX and TSXV that are not actively traded. These marketable securities are only traded thinly (ranging from couple thousands to ten thousands on a weekly basis) but with stable price range at close to the reporting date. The Company uses the last bid price of the securities at the reporting date to determine if the closing price of those securities are reasonable approximation of their fair value after considering other factors such as the price range of the securities prior and subsequent to the reporting date, the volume of trades which occurred prior to and subsequent to the reporting date. These investments also includes warrants of public companies which are valued using black-scholes valuation model.
Level 3: These are common shares of privately held companies where shares of those companies are not listed on any exchange. These investments have no active market information to determine their fair value. The Company uses other factors such as recently completed placements by these private companies, discounted future cash flows, discounted future net incomes, or discounted future dividends based on the most up to date financial statements (if available) of these inverses.
When actively traded securities become inactive (thinly traded securities), their fair values will be measured using Level 2 or Level 3 inputs rather than Level 1 observable inputs, and vice versa for an inactive securities becoming actively traded securities.
- 17 -
Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
5. Categories of financial instruments (continued)
Fair value measurements (continued)
(a) Assets and liabilities measure at fair value on a recurring basis (continued):
For assets and liabilities that are recognised in the financial statements, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There was no transfer between level during the period.
(b) Categories of financial instruments:
| (b) Categories of financial instruments: | ||||
|---|---|---|---|---|
| As at December 31, | 2025 | 2024 | ||
| Carrying | Carrying | |||
| amount | amount | |||
| Financial assets | ||||
| Cash and cash equivalents | $ | 915,495 | $ | 495,713 |
| Marketable securities | 425,351 | 1,647,934 | ||
| Account receivable | 33,900 | 28,250 | ||
| Promissorynote receivable | 350,663 | 498,967 | ||
| **$ ** | 1,725,409 | $ | 2,670,864 | |
| As at December 31, | 2025 | 2024 | ||
| Carrying | Carrying | |||
| amount | amount | |||
| Financial liabilities | ||||
| Accountspayable and accrued liabilities | $ | 73,749 | $ | 63,083 |
The Company has not offset financial assets with financial liabilities.
6. Cash and cash equivalents
| As at | As at | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | |||
| Cash | $ | 915,495 | $ | 495,713 |
7. Marketable securities
The Company’s marketable securities include common shares, warrants and other equity instruments of Canadian and US companies that are listed on the Toronto Stock Exchange, TSXV or on other stock exchanges of the United States of America. In addition, the Company holds common shares of Canadian private Company.
During the year ended December 31, 2025, the Company recognized an unrealized loss of $732,707 (year ended December 31, 2024 - unrealized loss of $1,306,379) on marketable securities and a realized gain of $287,379 (year ended December 31, 2024 - loss of $61,239). During the year ended December 31, 2025, the Company also earned interest and dividend income of $56,627 (year ended December 31, 2024 - $57,676) from investment activity.
Marketable securities have been designated as fair value through profit or loss and are recorded at fair value using the last bid price, with changes recognized in the statements of loss.
- 18 -
Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
7. Marketable securities (continued)
Marketable securities are composed of:
| As at | As at | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | |||
| Marketable securities | $ | 425,351 | $ | 1,647,934 |
8. Investment in associate
An associate is an entity over which the Company has significant influence, and is not a subsidiary or joint venture. Significant influence is presumed to exist when the Company has the power to be actively involved and influential in financial and operating policy decisions of the associate.
The Company accounts for its investment in an associate using the equity method. Under the equity method, the Company's investment in an associate is initially recognized at cost and subsequently increased or decreased to recognize the Company's share of profit and loss of the associate and for impairment losses after the initial recognition date. The Company's share of comprehensive earnings or losses of associates is recognized in loss during the period. Distributions received from an associate are accounted for as a reduction in the carrying amount of the Company's investment.
The changes to the carrying amounts presented in the statement of financial position can be summarized as follows:
| Balance, December 31, 2023 | $ | 174,615 |
|---|---|---|
| Acquisition costs | 110,000 | |
| Disposition cost | (164,946) | |
| Loss from investment in associate | (72,692) | |
| Balance, December 31, 2024 | 46,977 | |
| Acquisition costs | 74,548 | |
| Loss from investment in associate | (87,633) | |
| Balance, December 31, 2025 | $ | 33,892 |
On March 7, 2024, the Company announced that it has disposed (the "Disposition") of 2,500,000 common shares in the capital of Highrock Resources Ltd. ("Highrock"). Prior to the Disposition of the common shares (the "Common Shares"), the Company held 3,900,000 Common Shares, representing approximately 29.31% of the issued and outstanding Common Shares in the capital of Highrock on an undiluted and partially diluted basis. Upon completion of the Disposition, the Company held 1,400,000 Common Shares in the capital of Highrock on an undiluted and partially diluted basis.
On April 12, 2024, the Company acquired 2,200,000 common shares in the capital of Highrock at an average price of $0.05 per common share, through the facilities of the Canadian Securities Exchange.
During the December 31, 2025 year end, the Company acquired 2,484,940 shares of Highrock byway of the "return of capital" distribution from the Company's investment in Atikokan. The fair value of the investment in Atikokan was valued as $nil and its carrying cost was $nil. As a result, a gain of $74,548 was recognized as "other income" in the consolidated statement of loss for the year ended December 31, 2025.
As of December 31, 2025, the Company held 6,085,940 Common Shares, representing approximately 23% of the issued and Common Shares in the capital of Highrock.
- 19 -
Greencastle Resources Ltd. Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
8. Investment in associate (continued)
The following is a summary of the financial information of Highrock based on the latest available information. The numbers have not been pro-rated for the Company's ownership interest.
| As at October 31, | 2025 | |
|---|---|---|
| Cash and cash equivalents | $ | 4,843 |
| Total current assets | 172,843 | |
| Total non-current assets | 222,896 | |
| Total current liabilities | 502,751 | |
| Net loss (9 months ended) | $ | (631,795) |
| Proportionate share of net loss | (87,633) |
9. Oil and gas interests
The carried value of $1 is tested for impairment on a quarterly basis. It was determined that no impairment is necessary because these wells are still generating revenue to the Company.
| As at | As at | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | |||
| Primate project, Saskatchewan | ||||
| Acquisition costs | $ | 440,350 | $ | 440,350 |
| Drilling | 595,342 | 595,342 | ||
| Consulting | 75,846 | 75,846 | ||
| Other | 199,590 | 199,590 | ||
| Asset reclamation | 3,000 | 3,000 | ||
| 1,314,128 | 1,314,128 | |||
| Accumulated depletion | (1,045,633) | (1,045,633) | ||
| Salvador drywell capped and abandoned | (268,494) | (268,494) | ||
| Net carryingvalue of oil andgas interest | $ | 1 | $ | 1 |
During the year ended December 31, 2025, the Company also received $58,592 (year ended December 31, 2024 - $44,100) from the Spirit River prospect in Alberta.
10. Promissory notes receivable
On September 6, 2022, the Company entered into a loan agreement in the amount of $200,000 with Atikokan Resources Ltd ("Atikokan"). The loan is secured by Atikokan's property and undertaking and bears interest rate of Bank of Montreal Prime Bank Rate per annum, calculated monthly not in advance. The loan is repayable on or before December 31, 2028. During the year ended December 31, 2025, this promissory note was written off. As at December 31, 2025, the Company was owed $Nil (December 31, 2024 - $229,786) including accrued interest.
On October 18, 2023, the Company entered into a loan agreement in the amount of $50,000 with Atikokan. The loan is secured by Atikokan's property and undertaking and bears interest rate of Bank of Montreal Prime Bank Rate plus 2% per annum, calculated monthly not in advance. The loan is repayable on or before December 31, 2028. During the year ended December 31, 2025, this promissory note was written off. As at December 31, 2025, the Company was owed $Nil (December 31, 2024 - $54,386) including accrued interest.
- 20 -
Greencastle Resources Ltd. Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
10. Promissory notes receivable (continued)
On November 30, 2023, the Company entered into a loan agreement in the amount of $100,000 with Highrock. The loan bears interest at the Bank of Montreal Prime Rate plus 2.0%, calculated monthly not in advance. The loan is repayable on or before December 31, 2028. As at December 31, 2025, the Company was owed $119,207 (December 31, 2024 - $114,795) including accrued interest.
On September 4, 2024, the Company entered into an unsecured loan agreement in the amount of $100,000 with an unrelated third party. Subsequently, this loan was assigned to be payable by Highrock. The loan is repayable on demand. As at December 31, 2025, the Company was owed $100,000 (December 31, 2024 - $100,000) including accrued interest.
On January 17, 2025, the Company entered into a loan agreement in the amount of $50,000 with Highrock. The loan bears interest at the Bank of Montreal Prime Rate plus 2.0%, calculated monthly not in advance. The loan is repayable on or before December 31, 2025. As at December 31, 2025, the Company was owed $54,411 (December 31, 2024 - $nil) including accrued interest.
On May 23, 2025, the Company entered into a loan agreement in the amount of $50,000 with Highrock. The loan bears interest at the Bank of Montreal Prime Rate plus 2.0%, calculated monthly not in advance. The loan is repayable on or before December 31, 2025. As at December 31, 2025, the Company was owed $51,916 (December 31, 2024 - $nil) including accrued interest.
On December 2, 2025, the Company entered into a loan agreement in the amount of $25,000 with Highrock. The loan bears interest at the Bank of Montreal Prime Rate plus 2.0%, calculated monthly not in advance. The loan is repayable on or before December 31, 2025. As at December 31, 2025, the Company was owed $25,129 (December 31, 2024 - $nil) including accrued interest.
11. Accounts payable and accrued liabilities
Accounts payable and accrued liabilities of the Company are principally comprised of amounts outstanding for purchases relating to general operating activities and professional fees.
| As at | As at | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | |||
| Accounts payable | $ | 9,691 | $ | 5,016 |
| Accrued liabilities | 63,252 | 54,675 | ||
| Sales taxpayables | 806 | 3,392 | ||
| Total accountspayable and accrued liabilities | $ | 73,749 | $ | 63,083 |
The following is an aged analysis of the accounts payable and accrued liabilities:
| As at | As at | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | |||
| Less than 3 months | $ | 73,749 | $ | 63,083 |
| Total accountspayable and accrued liabilities | $ | 73,749 | $ | 63,083 |
- 21 -
Greencastle Resources Ltd.
Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
12. Share capital
Authorized
Unlimited - special shares with no par value Unlimited - common shares with no par value
Issued
Special shares - none
Common shares:
| Shares | Amount | ||
|---|---|---|---|
| Balance, December 31, 2023 and December 31, 2024 | **36,210,671 ** | $ | 5,801,873 |
| Shares issued for acquisition of Royal Uranium | 3,500,000 | 175,000 | |
| Balance, December 31, 2025 | 39,710,671 | $ | 5,976,873 |
(i) On November 18, 2025, the Company entered into a share purchase agreement, with an arm's length party pursuant to which the Company will acquire (the "Acquisition") an aggregate of 500,000 common shares (the "Purchased Shares") in the capital of Royal Uranium Inc. ("Royal Uranium") in exchange for 3,500,000 common shares of the Company issued from the treasury. Prior to the Acquisition of the Purchased Shares, the Company did not hold any securities of Royal Uranium.
13. Warrants
The following table reflects the continuity of warrants for the years ended December 31, 2025 and 2024:
| Number of | Grant date | ||
|---|---|---|---|
| warrants | fair value | ||
| Balance December 31, 2023 | 1,000,000 | $ | 42,043 |
| Expiryof warrants | (1,000,000) | (42,043) | |
| Balance, December 31, 2024 | - | $ | - |
| Balance, December 31, 2024 and December 31, 2025 | - | $ | - |
There are no warrants outstanding as of December 31, 2025 and 2024.
14. Share-based payments
The following table reflects the continuity of stock options for the years ended December 31, 2025 and 2024:
| Number of | Weighted average | ||||||
|---|---|---|---|---|---|---|---|
| stock options | exerciseprice($) | ||||||
| Balance, December | 31, | 2023 | and December | **31, ** | 2024 | 3,621,067 | 0.10 |
| Balance, December | 31, | 2024 | and December | **31, ** | 2025 | 3,621,067 | 0.10 |
- 22 -
Greencastle Resources Ltd. Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
14. Share-based payments (continued)
The following table reflects the Company's stock options outstanding and exercisable as at December 31, 2025:
| Weighted | Options | outstanding | Options exercisable | Options exercisable | |
|---|---|---|---|---|---|
| average | Weighted | Weighted | |||
| remaining | average | average | |||
| contractual | Number of | exercise | Number of | exercise | |
| life(years) | options | price($) | options | price($) | Expiry date |
| 0.65 | 3,621,067 | 0.10 | 3,621,067 | 0.10 | August 25,2026 |
15. Major shareholder and related party disclosures
Major shareholder
To the knowledge of the directors and senior officers of the Company, as at December 31, 2025, no person or corporation beneficially owns or exercises control or direction over common shares of the Company carrying more than 10% of the voting rights attached to all common shares of the Company other than as set out below:
| Percentage of | ||
|---|---|---|
| Number of | outstanding | |
| Major shareholder | common shares | common shares |
| AnthonyRoodenburg,Chief Executive Officer("CEO")and a director(Note 19) | 6,530,449 | 16.43 % |
None of the Company's major shareholders have different voting rights than other holders of the Company's common shares.
The Company is not aware of any arrangements the operation of which may at a subsequent date result in a change in control of the Company.
Related party disclosures
Related parties include the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
The below noted transactions are in the normal course of business and are measured at the fair value, as agreed to by the parties, and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations.
(a) Remuneration of key management of the Company was as follows:
The Company defines key management as its CEO, Chief Financial Officer ("CFO") and Board of Directors.
| Year Ended | Year Ended | ||
|---|---|---|---|
| December | 31, | ||
| 2025 | 2024 | ||
| Carmelo Marrelli, CFO (i) | $ | 52,162 $ | 45,673 |
| Anthony Roodenburg, CEO (ii) | 243,000 | 243,000 | |
| Director fees(iii) | 40,000 | 40,000 |
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Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
15. Major shareholder and related party disclosures (continued)
Related party disclosures (continued)
(a) Remuneration of key management of the Company was as follows (continued):
(i) For the year ended December 31, 2025, the Company expensed $52,162 (year ended December 31, 2024 - $45,673) to Marrelli Support Services Inc. ("Marrelli Support"), and certain of its affiliates, together known as the "Marrelli Group", for: (i) Carmelo Marrelli, beneficial owner of the Marrelli Group, to act as the CFO of the Company and (ii) bookkeeping, corporate secretarial, news dissemination, transfer agent and regulatory filing services. As at December 31, 2025, Marrelli Support was owed $2,205 (December 31, 2024 - $2,205) and this amount was included in accounts payable and accrued liabilities.
(ii) During the year ended December 31, 2025, the Company paid management fees of $243,000 (year ended December 31, 2024 - $243,000) to Anthony Roodenburg as CEO of Greencastle, included in office and general. As at December 31, 2025, Anthony Roodenburg was owed $nil (December 31, 2024 - $nil) and this amount was included in accounts payable and accrued liabilities (Note 19).
(iii) Director fees to Chris Irwin and David Martin, directors of the Company for the year ended December 31, 2025. Included in accounts payable and accrued liabilities is $20,000 due to directors (December 31, 2024 - $20,000) .
(b) Other related party disclosures:
| Year Ended | Year Ended | |||
|---|---|---|---|---|
| December | 31, | |||
| 2025 | 2024 | |||
| Irwin LowyLLP("Irwin") | (i) | $ | 24,732 $ | 17,049 |
(i) During the year ended December 31, 2025, the Company incurred legal fees of $24,732 (year ended December 31, 2024 - $17,049) paid to Irwin Lowy LLP, a company controlled by Chris Irwin, a director of Greencastle. As at December 31, 2025, Irwin was owed $17,325 (December 31, 2024 - $1,554) and this amount was included in accounts payable and accrued liabilities.
(ii) Refer to note 8.
(iii) Refer to note 10.
(iv) During the year ended December 31, 2025, the Company received consulting income of $5,000 (year ended December 31, 2024 - $60,000) from Highrock which is included as other income in the statement of net loss.
16. Net loss per common share
| Year | Ended | |
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Weighted average shares outstanding- basic | 36,459,986 | 36,210,671 |
| Weighted average shares outstanding- diluted | 36,459,986 | 36,210,671 |
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Greencastle Resources Ltd.
Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
17. Income taxes
The Company's actual income tax expense for each of the years ended is made up as follows:
| For theyear ended December 31, | 2025 | 2024 | ||
|---|---|---|---|---|
| Net loss before income taxes | **$ ** | (1,142,873) | $ | (1,927,079) |
| Expected income tax expense at statutory rate of 26.50% (2024 - 26.50%) | (302,861) | (510,676) | ||
| Non-taxable unrealized gain on marketable securities | 194,167 | 346,190 | ||
| Share issue costs | (9,275) | - | ||
| Non-taxable loss on foreign exchange | 3,362 | (4,627) | ||
| Other permanent differences | (444,617) | 1,150,457 | ||
| Change in deferred income tax asset not recognized | 559,224 | (981,344) | ||
| Total income tax recovery | $ | - | $ | - |
| Deferred Income Taxes as at December 31, | 2025 | 2024 | ||
| Non-capital losses carried forward | $ | 1,441,676 | $ | 1,282,366 |
| Marketable securities | 536,086 | 127,237 | ||
| Capital losses | - | 46,035 | ||
| Resource properties | 496,916 | 496,916 | ||
| Property, plant and equipment | 2,369 | 2,369 | ||
| Share issue costs | 37,100 | - | ||
| Deferred tax asset | $ | 2,514,147 | $ | 1,954,923 |
| Less: deferred tax asset not recognized | **$ ** | (2,514,147) | $ | (1,954,923) |
| Deferred Tax Asset | $ | - | $ | - |
The non-capital losses that have not been recognized in the financial statements will expire as follows:
Year Canada (i) $ 5,440,287
(i) These losses expire on various dates between 2035 and 2045.
18. Segmented information
As at December 31, 2025, the Company has three reportable segments: investments in private and public companies, oil and gas interests and corporate.
The Company's investment segment comprises its investment in marketable securities and investment in private and public companies. The oil and gas segment is comprised of its oil and gas interests.
The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes as well as results from exploration. The accounting policies of the segments are the same as disclosed in Note 2. There are no inter-segment transactions.
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Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
Greencastle Resources Ltd.
18. Segmented information (continued)
Information on reportable segments is as follows:
| As at December 31, 2025 | Investments | Investments | Oil and gas | Corporate | Total | |||
|---|---|---|---|---|---|---|---|---|
| Royalty income | $ | - | $ | 58,592 | $ | - | $ | 58,592 |
| Other expenses | - | - | (786,992) | (786,992) | ||||
| Interest and dividend income | 131,175 | - | - | 131,175 | ||||
| Loss on marketable securities | (445,328) | - | - | (445,328) | ||||
| Foreign exchange gain/loss | - | - | (12,687) | (12,687) | ||||
| Loss from investment in and | ||||||||
| loans to associate | (87,633) | - | - | (87,633) | ||||
| Segment (loss) income | $ | (401,786) | $ | 58,592 | $ | (799,679) | $(1,142,873) | |
| Segment assets | $ | 425,351 | $ | 1 | $ | 1,357,549 | **$ ** | 1,782,901 |
| As at December 31, 2024 | Investments | Oil and gas | Corporate | Total | ||||
| Royalty income | $ | - | $ | 44,100 | $ | - | $ | 44,100 |
| Other expenses | - | - | (606,006) | (606,006) | ||||
| Interest and dividend income | 57,676 | - | - | 57,676 | ||||
| Loss on marketable securities | (1,367,618) | - | - | (1,367,618) | ||||
| Foreign exchange gain/loss | - | - | 17,461 | 17,461 | ||||
| Loss from investment in and | ||||||||
| loans to associate | (72,692) | - | - | (72,692) | ||||
| Segment (loss) income | $(1,382,634) | $ | 44,100 | $ | (588,545) | $(1,927,079) | ||
| Segment assets | $ | 1,647,934 | $ | 1 | $ | 1,092,173 | **$ ** | 2,740,108 |
Geographic information
All of the Company's revenues are earned in Canada. All of the Company's assets and operations are located in Canada.
19. Events after the reporting period
On January 19, 2026, the Company entered into a share purchase agreement, with an arm's length party pursuant to which the Company will acquire (the "Green Shift Acquisition") an aggregate of 4,000,000 common shares (the "Green Shift Purchased Shares") in the capital of Green Shift Commodities Ltd. ("Green Shift"). Prior to the Green Shift Acquisition of the Green Shift Purchased Shares, the Company did not hold any securities of Green Shift.
The Green Shift Acquisition was completed on January 29, 2026 and as consideration for the Green Shift Purchased Shares, the Company issued 3,600,000 common shares from treasury at a deemed price of $0.05 per share for an aggregate deemed value of $180,000. No cash consideration was paid.
On Febarury 27, 2026, the Company announced that Mr. Albert Contardi has been appointed the Chief Executive Officer and a director of the Company to replace Mr. Anthony Roodenburg, who was paid a severance of $729,000. Mr. Contardi has entered into a consulting agreement with the Company for $10,000 per month.
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Greencastle Resources Ltd.
Notes to Financial Statements Years ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)
19. Events after the reporting period (continued)
On March 6, 2026, the Company entered into an share purchase agreement, with an arm’s length party pursuant to which the Company will acquire an aggregate 480,000 common shares in the capital of Future Fuels Inc. (“Future Fuels”). Prior to the acquisition of the shares, the Company did not hold any securities in Future Fuels.
The acquisition was completed on March 25, 2026 and as consideration for the common shares, the Company issued 4,800,000 common shares from treasury at a deemed price of $0.05 for an aggregate deemed value of $240,000. No cash consideration was paid.
On March 23, 2026, the Company announced that it closed a non-brokered private placement financing for gross proceeds of $200,000 through the issuance of 5,000,000 units in the capital of the Company at a price of $0.04 per unit. Each unit was comprised of one common share in the capital of the Company and one whole common share purchase warrant. Each warrant entitles the holder therefore to acquire one common share at a price of $0.05 per common share until the date that two years from the date of issuance.
On April 13, 2026, the Company entered into a share purchase agreement, with an arm’s length party pursuant to which the Company will acquire an aggregate of 500,000 common shares in the capital of Future Fuels. Prior to the acquisition of the shares, the Company held 480,000 common shares of Future Fuels.
As consideration for the shares, the Company will issue 4,600,000 common shares from treasury at a deemed price of $0.05 per share for an aggregate deemed value of $230,000. No cash consideration is payable. Closing of the transaction remains subject to customary conditions, including receipt of all necessary corporate approvals and acceptance of the TSXV for the issuance of the Company’s common shares.
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