Greenstone Announces First Closing of Secondary Private Placement Offering of Shares of Gunnison Copper Corp.
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GUERNSEY, Channel Islands, Feb. 18, 2026 (GLOBE NEWSWIRE) -- Greenstone Resources II LP (“Greenstone”) announces today that it, together with its affiliates Greenstone Excelsior Holdings LP, Greenstone Co-Investment No 1 (Excelsior) LP and Greenstone Co-Investment No 2 (Excelsior) LP (together, the “Greenstone Group”), have completed an initial closing of the sale of 113,607,200 common shares (the “Shares”) of Gunnison Copper Corp. (“Gunnison”) owned by the Greenstone Group, at a price of C$0.45 per Share for gross proceeds to the Greenstone Group of C$51,123,240 (the “Initial Closing”), excluding commissions and expenses payable to Paradigm Capital Inc. (“Paradigm”).
Share purchase agreements were entered into between the Greenstone Group, Paradigm and each purchaser or beneficial purchaser, as the case may be, in respect of the Shares sold by the Greenstone Group to such purchasers on the Initial Closing.
In Canada, the Shares purchased under the Initial Closing are subject to a four-month and one day hold period from the date of the Initial Closing, in accordance with applicable Canadian securities laws. In the United States, the Shares will be "restricted securities" and may only be resold in accordance with Rule 144A, or another applicable exemption under the Securities Act, including outside the United States in accordance with Regulation S under the Securities Act.
The Initial Closing is part of the previously announced “best efforts” offering of up to 143,208,937 common shares of Gunnison (the “Offering”). Prior to the completion of the Initial Closing, the Greenstone Group beneficially owned and controlled 143,208,937 common shares of Gunnison, representing an aggregate ownership interest in Gunnison of 33.9% (excluding conversion or exercise of debentures (“Debentures”) and options (“Options”) of Gunnison owned by the Greenstone Group and which do not form part of the Offering).
Following the Initial Closing, the Greenstone Group beneficially owns or controls 29,601,737 Shares, representing 7.0% of the issued and outstanding Shares (excluding conversion or exercise of the Debentures and Options), a decrease of approximately 26.9% of the outstanding Shares.
Prior to the Initial Closing, if the Greenstone Group had converted its Debentures (which are convertible for 31,338,245 Shares) and exercised its vested Options (which are exercisable for 925,000 Shares), it would have held an aggregate of 175,472,182 Shares (including the Shares it held prior to the Initial Closing), representing an aggregate ownership interest in Gunnison of 38.6% (on an as-converted and as-exercised basis). Following the Initial Closing, assuming conversion by the Greenstone Group of the Debentures and exercise of the vested Options, the Greenstone Group would hold an aggregate of 61,864,982 Shares (including the Shares it hold following the Initial Closing), representing an aggregate ownership interest in Gunnison of 13.6% (on an as-exercised and as-converted basis), a decrease of 25.0% from prior to the Initial Closing.
The Greenstone Group and Paradigm anticipate a further closing will occur on or about March 10, 2026 in connection with the sale of the remaining 29,601,737 common shares of Gunnison owned and controlled by the Greenstone Group, on the same terms as the Initial Closing.
Depending on market conditions and other factors, the Greenstone Group may from time to time acquire and/or dispose of securities of Gunnison or continue to hold its current position. An early warning report related to the sale of the Shares by the Greenstone Group pursuant to the Initial Closing will be filed with the applicable securities commissions and on SEDAR+ under Gunnison's profile at www.sedarplus.ca and a copy of such report can be obtained by contacting Gary Mauger at GreenstoneGSY@aztecgroup.co.uk or at +44 1481 749 700. Greenstone’s address is set out below.
Greenstone Resources II L.P.
PO Box 656
East Wing, Trafalgar Court, Les Banques
St Peter Port, Guernsey, GY1 3PP
Gunnison Copper Corp.
Concord Place
300 – 2999 North 44th Street
Phoenix, AZ
85018
This announcement is not for publication or distribution in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
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