Toronto, Ontario--(Newsfile Corp. - April 1, 2026) - Highrock Resources Ltd. (CSE: HRK) ("Highrock" or "the Company") is pleased to announce that, further to its press releases of February 24, 2026 and March 24, 2026, it has completed its non-brokered private placement through the issuance of 2,000,000 units (the "Units") in the capital of the Company at a price of $0.05 per Unit for gross proceeds of $100,000 (the "Offering").
Each Unit was comprised of one common share in the capital of the Company (each, a "Common Share") and one whole Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.075 per Common Share until the date that is two (2) years from the date of issuance. Gross proceeds raised from the Offering will be used for working capital and general corporate purposes.
All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.
The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as insiders of the Company acquired an aggregate of 1,200,000 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insiders does not exceed $2,500,000. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
Prior to the completion of the Offering, Greencastle Resources Ltd. ("Greencastle") held an aggregate of 6,084,940 Common Shares and 2,200,000 Warrants, representing approximately 23.40% of the issued and outstanding Common Shares on an undiluted basis and approximately 29.37% on a partially diluted basis. Upon completion of the Offering, Greencastle held an aggregate of 7,084,940 Common Shares and 3,200,000 Warrants, representing approximately 25.30% of the then issued and outstanding Common Shares on an undiluted basis and approximately 32.96% on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Greencastle may from time to time increase or decrease its holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Highrock Resources Ltd.
Highrock Resources is a Canadian exploration company focused on strategic and precious metals in North America.
For further information, please contact:
Derrick Dao
Chief Executive Officer
+1-437-677-5075
This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and other risks involved in the mineral exploration and development industry, including those risks set out in the Company's management's discussion and analysis as filed under the Company's profile at www.sedarplus.ca. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received as and when expected. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws. We caution investors that any such forward-looking information and statements are based on certain assumptions and analysis made by the Company in light of the experience of the Company and its perception of historical trends, current conditions and expected future developments, and other factors management believes are appropriate.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290926
Source: Highrock Resources Ltd.
